FIDELITY FRANCE FUND, FIDELITY GERMANY FUND AND FIDELITY UNITED
KINGDOM FUND
EACH A FUND OF
FIDELITY INVESTMENT TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-6666
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Fidelity France Fund (France Fund), Fidelity Germany Fund
(Germany Fund) and Fidelity United Kingdom Fund (United Kingdom Fund)
will be held at an office of Fidelity Investment Trust (the trust), 27
State Street, 10th Floor, Boston, Massachusetts 02109 on July 19,
2000, at 11:15 a.m. Eastern time. 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. Approval of each reorganization will be
determined solely by approval of the shareholders of the individual
fund affected. It will not be necessary for all three reorganizations
to be approved for any one of them to take place.
(1) To approve an Agreement and Plan of Reorganization between France
Fund and Fidelity Europe Fund (Europe Fund), another fund of the
trust. The Agreement provides for the transfer of all of the
assets of France Fund to Europe Fund in exchange solely for
shares of beneficial interest of Europe Fund and the assumption
by Europe Fund of France Fund's liabilities. Thereupon, Europe
Fund's shares will be distributed to shareholders of France Fund
in liquidation of France Fund.
(2) To approve an Agreement and Plan of Reorganization between
Germany Fund and Europe Fund, another fund of the trust. The
Agreement provides for the transfer of all of the assets of
Germany Fund to Europe Fund in exchange solely for shares of
beneficial interest of Europe Fund and the assumption by Europe
Fund of Germany Fund's liabilities. Thereupon, Europe Fund's
shares will be distributed to shareholders of Germany Fund in
liquidation of Germany Fund.
(3) To approve an Agreement and Plan of Reorganization between United
Kingdom Fund and Europe Fund, another fund of the trust. The
Agreement provides for the transfer of all of the assets of
United Kingdom Fund to Europe Fund in exchange solely for shares
of beneficial interest of Europe Fund and the assumption by
Europe Fund of United Kingdom Fund's liabilities. Thereupon,
Europe Fund's shares will be distributed to shareholders of
United Kingdom Fund in liquidation of United Kingdom Fund.
The Board of Trustees has fixed the close of business on May 22, 2000
as the record date for the determination of the shareholders of each
of France Fund, Germany Fund and United Kingdom Fund 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
May 22, 2000
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
FIDELITY FRANCE FUND, FIDELITY GERMANY FUND AND FIDELITY UNITED
KINGDOM FUND
FUNDS OF
FIDELITY INVESTMENT TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-6666
PROXY STATEMENT AND PROSPECTUS
MAY 22, 2000
This Proxy Statement and Prospectus (Proxy Statement) is being
furnished to shareholders of Fidelity France Fund (France Fund),
Fidelity Germany Fund (Germany Fund) and Fidelity United Kingdom Fund
(United Kingdom Fund), funds of Fidelity Investment Trust (the trust),
in connection with the solicitation of proxies by the trust's Board of
Trustees for use at the Special Meeting of Shareholders of France
Fund, Germany Fund and United Kingdom Fund and at any adjournments
thereof (the Meeting). The Meeting will be held on Wednesday, July 19,
2000 at 11:15 a.m. Eastern time at 27 State Street,10th Floor, Boston,
Massachusetts 02109, an office of the trust.
As more fully described in the Proxy Statement, the purpose of the
Meeting is to vote on proposed reorganizations (Reorganizations).
Pursuant to each Agreement and Plan of Reorganization (Agreements),
France Fund, Germany Fund and United Kingdom Fund would transfer all
of their assets to Fidelity Europe Fund (Europe Fund), another fund of
the trust, in exchange solely for shares of beneficial interest of
Europe Fund and the assumption by Europe Fund of France Fund's,
Germany Fund's and United Kingdom Fund's liabilities, respectively.
The number of shares to be issued in the proposed Reorganizations will
be based upon the relative net asset values of each of the funds at
the time of the exchange. As provided in the Agreements, each of
France Fund, Germany Fund and United Kingdom Fund will distribute
shares of Europe Fund to its shareholders in liquidation of France
Fund, Germany Fund and United Kingdom Fund, respectively, on July 24,
2000 (United Kingdom Fund), July 26, 2000 (Germany Fund) and July 28,
2000 (France Fund), or such other date as the parties may agree (the
Closing Dates). Approval of each Reorganization will be determined
solely by approval of the shareholders of the individual fund
affected. It will not be necessary for all three Reorganizations to be
approved for any one of them to take place.
Europe Fund, an equity fund, is a diversified fund of the trust, an
open-end management investment company organized as a Massachusetts
business trust on April 20, 1984. Europe Fund's investment objective
is to seek growth of capital over the long-term. Europe Fund normally
invests at least 65% of its total assets in securities of issuers that
have their principal activities in Europe. Europe includes Austria,
Belgium, Belarus, Bulgaria, the Czech Republic, Denmark, Estonia,
Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia,
Lithuania, Luxembourg, the Netherlands, Norway, Poland, Portugal,
Russia, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, and
the United Kingdom.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY
STATEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This Proxy Statement, which should be retained for future reference,
sets forth concisely the information about the Reorganizations and
Europe Fund that a shareholder should know before voting on the
proposed Reorganizations. The Statement of Additional Information
dated May 22, 2000 relating to this Proxy Statement has been filed
with the Securities and Exchange Commission (SEC) and is incorporated
herein by reference. This Proxy Statement is accompanied by the
Prospectus (dated December 29, 1999 and supplemented April 1,
2000), which offers shares of Europe Fund. The Statement of Additional
Information for Europe Fund (dated December 29, 1999 and supplemented
March 1, 2000) is available upon request. Attachment 1 contains
excerpts from the Annual Report of Europe Fund dated October 31, 1999.
The Prospectus and Statement of Additional Information for Europe Fund
have been filed with the SEC and are incorporated herein by reference.
A Prospectus and Statement of Additional Information for France Fund,
Germany Fund and United Kingdom Fund, both dated December 29, 1999 and
supplemented January 29, 2000, have been filed with the SEC and are
incorporated herein by reference. Copies of these documents may be
obtained without charge by contacting Fidelity Investment Trust at
Fidelity Distributors Corporation, 82 Devonshire Street, Boston,
Massachusetts 02109 or by calling 1-800-544-6666. Copies of documents
for France Fund, Germany Fund, United Kingdom Fund and Europe Fund are
also available on the SEC's Internet Web site (http://www.sec.gov) or
by paying a duplicating fee, by writing the Public Reference Section
of the SEC, Washington, D.C. 20549-6009.
TABLE OF CONTENTS
<TABLE>
<CAPTION.
<S> <C>
Voting Information 1
Synopsis 2
Comparison of Other Policies of The Funds 8
Comparison of Principal Risk Factors 9
The Proposed Transactions 10
Additional Information About Europe Fund 17
Miscellaneous 17
Attachment 1. Excerpts from Annual Report of Fidelity Europe Fund
Dated December 29, 1999 22
Attachment 2. Annual Fund Operating Expenses and Examples of Fund
Expenses for Certain Reorganizations 25
Exhibit 1. Form of Agreement and Plan of Reorganization of Fidelity
France Fund 30
Exhibit 2. Form of Agreement and Plan of Reorganization of Fidelity Germany Fund 34
Exhibit 3. Form of Agreement and Plan of Reorganization of Fidelity United Kingdom Fund 38
</TABLE>
PROXY STATEMENT AND PROSPECTUS
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY FRANCE FUND, FIDELITY GERMANY FUND AND FIDELITY UNITED
KINGDOM FUND
FUNDS OF
FIDELITY INVESTMENT TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-6666
VOTING INFORMATION
This Proxy Statement and Prospectus (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 France Fund
(France Fund), Fidelity Germany Fund (Germany Fund) and Fidelity
United Kingdom Fund (United Kingdom Fund) and at any adjournments
thereof (the Meeting), to be held on July 19, 2000 at 11:15 a.m. at 27
State Street, 10th Floor, Boston, Massachusetts 02109, an 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 made primarily by the mailing of this Proxy
Statement and the accompanying proxy card on or about May 22, 2000.
Supplementary solicitations may be made by mail, telephone, telegraph,
facsimile, electronic means or by personal interview by
representatives of the trust. In addition, D.F. King & Co., Inc.
and/or Management Information Services Corp. may be paid on a per-call
basis to solicit shareholders on behalf of the funds at an anticipated
cost of approximately $2,000 for France Fund, $3,000 for Germany Fund
and $2,000 for United Kingdom Fund. France Fund, Germany Fund and
United Kingdom Fund may also arrange to have votes recorded by
telephone. 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 $3,000 for France Fund, $4,000 for Germany Fund
and $3,000 for United Kingdom Fund. If a fund records votes by
telephone, it 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
given by telephone may be revoked at any time before they are voted in
the same manner that proxies voted by mail may be revoked.
The expenses in connection with preparing this Proxy Statement and
its enclosures and of all solicitations, including telephone voting,
will be paid by the funds, provided the expenses for each fund do not
exceed that fund's voluntary expense cap of 2.00%. Expenses exceeding
each fund's voluntary expense cap will be paid by FMR. The funds will
reimburse brokerage firms and others for their reasonable expenses in
forwarding solicitation material to the beneficial owners of shares.
If the enclosed proxy card is executed and returned, it may
nevertheless be revoked at any time prior to its use by written
notification received by the trust, by the execution of a later-dated
proxy card, or by attending the Meeting and voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and which
are not revoked, will be voted at the Meeting. Shares represented by
such proxies will be voted in accordance with the instructions
thereon. If no specification is made on a proxy card, it will be voted
FOR the matters specified on the proxy card. Only proxies that are
voted will be counted toward establishing a quorum. Broker non-votes
are not considered voted for this purpose. Shareholders should note
that while votes to ABSTAIN will count toward establishing a quorum,
passage of any proposal being considered at the Meeting will occur
only if a sufficient number of votes are cast FOR the proposal.
Accordingly, votes to ABSTAIN and votes AGAINST will have the same
effect in determining whether the proposal is approved. With respect
to fund shares held in Fidelity Individual retirement accounts
(including Traditional, Rollover, SEP, SAR-SEP, Roth and SIMPLE IRAs),
the IRA Custodian will vote those shares for which it has received
instructions from shareholders only in accordance with such
instructions. The Custodian will vote fund shares for which it has not
received such instructions in the same proportion as it votes the
shares held in IRAs for which it has received instructions, but only
to the extent necessary for a fund to reach quorum. Accordingly, if
Fidelity IRA shareholders do not vote their shares, the Custodian will
vote their shares for them, in the same proportion as other Fidelity
IRA shareholders have voted, but only to the extent necessary to reach
quorum at the Meeting.
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 or on any other business properly presented at the
Meeting prior to such adjournment if sufficient votes have been
received and it is otherwise appropriate.
Shares of each fund and Fidelity Europe Fund (Europe Fund) issued and
outstanding on February 29, 2000 are listed below.
France Fund 713,167
Germany Fund 2,789,343
United Kingdom Fund 282,142
Europe Fund 39,808,321
Shareholders of record at the close of business on May 22, 2000 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.
As of February 29, 2000, the Trustees, Members of the Advisory Board,
and officers of each fund owned, in the aggregate, less than 1% of
each fund's total outstanding shares.
To the knowledge of the trust no other shareholder owned of record or
beneficially 5% or more of the outstanding shares of each fund on that
date. It is not anticipated that any of the above shareholders will
own of record or beneficially 5% or more of the outstanding shares of
the combined fund as a result of the Reorganizations.
VOTE REQUIRED: APPROVAL OF THE REORGANIZATION REQUIRES THE AFFIRMATIVE
VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF FRANCE
FUND, GERMANY FUND AND UNITED KINGDOM FUND. UNDER THE INVESTMENT
COMPANY ACT OF 1940 (THE 1940 ACT), THE VOTE OF A "MAJORITY OF THE
OUTSTANDING VOTING SECURITIES OF A FUND" MEANS THE AFFIRMATIVE VOTE OF
THE LESSER OF (A) 67% OR MORE OF THE VOTING SECURITIES OF THE FUND
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 OF THE FUND. BROKER NON-VOTES ARE NOT CONSIDERED "PRESENT"
FOR THIS PURPOSE.
SYNOPSIS
The following is a summary of certain information contained elsewhere
in this Proxy Statement, in the Agreements, and in the Prospectuses of
France Fund, Germany Fund, United Kingdom Fund and Europe Fund, which
are incorporated herein by this reference. Shareholders should read
the entire Proxy Statement and the Prospectus of Europe Fund carefully
for more complete information.
The proposed reorganizations (the Reorganizations) would merge each
of France Fund, Germany Fund and United Kingdom Fund into Europe Fund,
an equity fund also managed by FMR. If the Reorganizations are
approved, France Fund, Germany Fund and United Kingdom Fund will cease
to exist and current shareholders of each fund will become
shareholders of Europe Fund instead. Approval of each Reorganization
will be determined solely by approval of the shareholders of the
individual fund affected. It will not be necessary for all three
Reorganizations to be approved for any one of them to take place.
INVESTMENT OBJECTIVES AND POLICIES
The following summarizes the investment objective and policy
differences, if any, between France Fund, Germany Fund, United Kingdom
Fund and Europe Fund:
France Fund, Germany Fund and United Kingdom Fund each seeks
long-term growth of capital. Europe Fund seeks growth of capital over
the long-term through investments in securities of issuers that
have their principal activities in Europe.
The funds normally invest their assets primarily in common stocks.
The main difference among France Fund, Germany Fund, United Kingdom
Fund and Europe Fund are the number of countries in which each
normally invests. France Fund, Germany Fund and United Kingdom Fund
normally invest 65% of their total assets in issuers of their
respective countries. Europe Fund, by contrast, normally invests at
least 65% of its total assets in securities of issuers that have their
principal activities in Europe. Europe includes Austria, Belgium,
Belarus, Bulgaria, the Czech Republic, Denmark, Estonia, Finland,
France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania,
Luxembourg, the Netherlands, Norway, Poland, Portugal, Russia,
Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, and the United
Kingdom.
Europe Fund is a diversified fund whereas France Fund, Germany
Fund and United Kingdom Fund are considered non-diversified funds. A
non-diversified fund may invest a significant percentage of its assets
in a single issuer.
EXPENSE STRUCTURES
Each fund pays its management fee and other expenses separately. The
management fees and other expenses of the funds, as a percentage of
their respective average net assets, vary from year to year. The total
operating expenses (the sum of their respective management fee and
other expenses) of the funds for the 12 months ended October 31, 1999
were: 0.96% for Europe Fund, 2.86% for France Fund, 1.90% for Germany
Fund, and 3.56% for United Kingdom Fund. FMR has voluntarily agreed to
reimburse France Fund, Germany Fund and United Kingdom Fund to the
extent that total operating expenses (excluding interest, taxes,
securities lending costs, brokerage commissions and extraordinary
expenses) exceed 2.00%.
France Fund, Germany Fund and United Kingdom Fund also have a 3.00%
front end sales charge. As of March 1, 2000, Europe Fund no
longer has a sales charge. In addition, each of the funds has a
redemption fee. France Fund, Germany Fund and United Kingdom Fund each
charge a redemption fee of 1.50% on shares held for less than 90 days.
Europe Fund charges a 1.00% redemption fee on shares held for less
than 30 days. Fidelity also reserves the right to deduct an annual
maintenance fee of $12.00 from accounts in each fund with a value of
less than $2,500.
In sum, the proposed mergers would provide France Fund, Germany Fund
and United Kingdom Fund with an opportunity to invest in a fund with
broader investment policies and lower expenses.
THE PROPOSED REORGANIZATIONS
Shareholders of each of France Fund, Germany Fund and United Kingdom
Fund will be asked at the Meeting to vote upon and approve the
Reorganization and the Agreement applicable to that fund, which
provides for the acquisition by Europe Fund of all of the assets of
that fund in exchange solely for shares of Europe Fund and the
assumption by Europe Fund of the liabilities of that fund. France
Fund, Germany Fund and United Kingdom Fund will then distribute the
shares of Europe Fund to their shareholders, so that each shareholder
will receive the number of full and fractional shares of Europe Fund
equal in value to the aggregate net asset value of the shareholder's
shares of the applicable fund on the Closing Date (defined below). The
exchange of assets for Europe Fund's shares will occur as of the close
of business of the New York Stock Exchange (NYSE) on July 24, 2000 for
United Kingdom Fund, July 26, 2000 for Germany Fund and July 28, 2000
for France Fund, or such other time and date as the parties may agree
(the Closing Dates). France Fund, Germany Fund and United Kingdom Fund
will then be liquidated as soon as practicable thereafter. Approval of
each Reorganization will be determined solely by approval of the
shareholders of the individual fund affected. It will not be necessary
for all three Reorganizations to be approved for any one of them to
take place.
The funds have received an opinion of counsel that, except with
respect to Section 1256 contracts, the Reorganizations will not result
in any gain or loss for federal income tax purposes to France Fund,
Germany Fund, United Kingdom Fund or Europe Fund or to the
shareholders of these funds. The rights and privileges of the former
shareholders of France Fund, Germany Fund and United Kingdom Fund will
be effectively unchanged by the Reorganizations.
The Board of Trustees believes that the Reorganization of each fund
would benefit France Fund, Germany Fund and United Kingdom Fund
shareholders and recommends that shareholders vote in favor of each
Reorganization.
COMPARATIVE FEE TABLES
Each fund pays a management fee to FMR for managing its investments
and business affairs which is calculated and paid to FMR every month.
In addition to the management fee, each fund pays expenses for other
services such as maintaining shareholder records and furnishing
shareholder statements and financial reports.
France Fund, Germany Fund and United Kingdom Fund's management fee is
calculated by adding a group fee rate to an individual fund fee
r ate, dividing by twelve, and multiplying the result by each funds'
monthly average net assets throughout the mo nth. The group fee
rate is based on the average net assets of all mutual funds advised by
FMR. This rate cannot rise above 0.52%, and it drops as total assets
under management increase. For October 1999, the group fee rate was
0.2805% for each fund. The individual fund fee rate is 0.45% for each
fund. For the 12 months ended October 31, 1999, France Fund's, Germany
Fund's and United Kingdom Fund's total management fee rates were
0.74%, 0.74% and 0.73%, respectively. France Fund's, Germany Fund's
and United Kingdom Fund's total operating expense ratio (management
fee and other expenses) were 2.86%, 1.90% and 3.56%, respectively. FMR
has voluntarily agreed to limit the total operating expenses of France
Fund, Germany Fund and United Kingdom Fund to 2.00% of average net
assets (excluding interest, taxes, brokerage commissions and
extraordinary expenses).
Europe Fund's management fee, by contrast, is determined by
calculating a basic fee and then applying a performance adjustment.
The basic fee is calculated by adding a group fee rate to an
individual fund fee rate, dividing by twelve, and multiplying the
result by the fund's average net assets throughout the month. The
performance adjustment either increases or decreases the management
fee, depending on how well Europe Fund has performed relative to the
Morgan Stanley Capital International Europe Index. The maximum
annualized performance adjustment rate is (plus/minus)0.20% of the
Europe Fund's average net assets over the performance period. The
performance adjustment rate is calculated monthly by comparing Europe
Fund's performance over the most recent 36-month period. The
performance adjustment rate is divided by twelve and multiplied by the
fund's average net assets throughout the month, and the resulting
dollar amount is then added to or subtracted from the basic fee. For
the 12 months ended October 31, 1999, Europe Fund's total management
fee rate and total operating expense ratio were 0.60% and 0.96%,
respectively.
If shareholders approve the Reorganizations, the combined fund will
retain Europe Fund's expense structure, requiring payment of a
management fee and other operating expenses. If any of the proposed
Reorganizations are not approved, the fund not approving the
Reorganization will maintain its current fee structure. For more
information about the funds' current fees, refer to their
Prospectuses.
The following tables show the current fees and expenses of France
Fund, Germany Fund, United Kingdom Fund and Europe Fund for the 12
months ended October 31,1999, adjusted to reflect current fees, and
pro forma fees for the combined fund based on the same period after
giving effect to all three Reorganizations.
ANNUAL FUND OPERATING EXPENSES
The following tables describe the fees and expenses that are
incurred when you buy, hold, or sell shares of a fund. The annual fund
operating expenses provided below for Europe Fund and Germany Fund do
not reflect the effect of any reduction of certain expenses during the
period. The annual fund operating expenses provided below for France
Fund and United Kingdom Fund do not reflect the effect of any expense
reimbursements or reduction of certain expenses during the period.
Attachment 2 provides expense information for the combined fund if one
or more of the Reorganizations are not approved.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
SHAREHOLDER FEES (PAID BY THE INVEST OR DIRECTLY)
France Fund Germany Fund United Kingdom Fund Europe Fund Combined Fund Pro Forma
Maximum sales charge (load) 3.00% 3.00% 3.00% None None
on purchases (as a % of
offering price)A
Sales charge (load) on None None None None None
reinvested distributions
Deferred sales charge (load) None None None None None
on reinvested redemptions
Redemption fee (as a % of 1.50%* 1.50%* 1.50%* 1.00%** 1.00%**
amount redeemed)
</TABLE>
A Lower sales charges may be available for accounts over $250,000.
* Redemption fee on shares held for less than 90 days (as a % of
amount redeemed).
** Redemption fee on shares held for less than 30 days (as a % of
amount redeemed).
IF ALL THREE REORGANIZATIONS ARE APPROVED:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ANNUAL FUND OPERATING EXPENSES (PAID FROM FUND ASSET S)
France Fund Germany Fund United Kingdom Fund Europe Fund Combined Fund Pro Forma
Management Fees 0.74% 0.74% 0.73% 0.60% 0.60%
Distribution and Service None None None None None
(12b-1) fee
Other expenses 2.12% 1.16% 2.83% 0.36% 0.36%
Total annual fund operating 2.86%A 1.90%A 3.56%A 0.96% 0.96%
expensesB
</TABLE>
A FMR has voluntarily agreed to reimburse the fund to the extent that
total operating expenses (excluding interest, taxes, securities
lending costs, brokerage commissions and extraordinary expenses), as a
percentage of its average net assets, exceed 2.00%. These arrangements
can be discontinued by FMR at any time.
B A portion of the brokerage commissions that a fund pays is used
to reduce that fund's expenses. In addition, through arrangements with
each fund's custodian and transfer agent, credits realized as a
result of uninvested cash balances are used to reduce custodian and
transfer agent expenses. Including these reductions the total fund
operating expenses, after reimbursement if any, would have been: 1.98%
for France Fund, 1.79% for Germany Fund, 1.98% for United Kingdom
Fund, 0.89% for Europe Fund and 0.89% for the Combined Fund.
EXAMPLES OF EFFECT OF FUND EXPENSES
The following table illustrates the expenses on a hypothetical
$10,000 investment in each fund under the current and pro forma
(combined fund) expenses calculated at the rates stated above,
assuming a 5% annual return. Attachment 2 provides examples of the
effect of fund expenses for the combined fund if one or more of the
Reorganizations are not approved.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
IF ALL THREE REORGANIZATIONS ARE APPROVED:
After 1 Year After 3 Years After 5 Years After 10 Years
France Fund $ 580 $ 1,159 $ 1,763 $ 3,390
Germany Fund $ 487 $ 879 $ 1,296 $ 2,455
United Kingdom Fund $ 648 $ 1,359 $ 2,090 $ 4,012
Europe Fund $ 98 $ 306 $ 531 $ 1,178
Combined Fund $ 98 $ 306 $ 531 $ 1,178
</TABLE>
These examples assume that all dividends and other distributions are
reinvested and that the percentage amounts listed under Annual Fund
Operating Expenses remain the same in the years shown. These examples
illustrate the effect of expenses, but are not meant to suggest actual
or expected expenses, which may vary. The assumed return of 5% is not
a prediction of, and does not represent, actual or expected
performance of any fund.
COMBINED CAPITALIZATION
The following table shows the capitalization of France Fund, Germany
Fund, United Kingdom Fund and Europe Fund as of October 31, 1999 and
on a pro forma combined basis (unaudited) as of that date giving
effect to the Reorganizations.
Net Assets NAV per Share Shares Outstanding
France Fund $ 11,725,518 $ 17.95 653,378
Germany Fund $ 22,959,137 $ 14.98 1,532,381
United Kingdom Fund $ 6,429,508 $ 14.64 439,189
Europe Fund $ 1,317,402,134 $ 34.09 38,641,105
Combined Fund $ 1,358,516,297 $ 34.09 39,847,153
FORMS OF ORGANIZATION
France Fund, Germany Fund and United Kingdom Fund are non-diversified
funds of the trust, an open-end management investment company
organized as a Massachusetts business trust on April 20, 1984. Europe
Fund is a diversified fund of the trust. The trust is authorized to
issue an unlimited number of shares of beneficial interest. Because
all of the funds are series of the same Massachusetts business trust,
organized under the same Declaration of Trust, the rights of the
shareholders of France Fund, Germany Fund and United Kingdom Fund
under state law and the governing documents are expected to remain
unchanged after the Reorganizations. For more information regarding
shareholder rights, refer to the section of the funds' Statements of
Additional Information called "Description of the Trust."
INVESTMENT OBJECTIVES AND POLICIES
FRANCE FUND
FMR normally invests at least 65% of France Fund's total assets in
securities of French issuers. FMR normally invests France Fund's
assets primarily in common stocks. Because the fund is considered
non-diversified, FMR may invest a significant percentage of France
Fund's assets in a single issuer. In buying and selling securities for
the fund, FMR relies on fundamental analysis of each issuer and its
potential for success in light of its current financial condition, its
industry position, and economic and market conditions. Factors
considered include growth potential, earnings estimates and
management. FMR may lend France Fund's securities to broker-dealers or
other institutions to earn income for the fund. FMR may use various
techniques, such as buying and selling futures contracts, to increase
or decrease the fund's exposure to changing security prices or other
factors that affect security values. If FMR's strategies do not work
as intended, France Fund may not achieve its objective.
GERMANY FUND
FMR normally invests at least 65% of Germany Fund's total assets in
securities of German issuers. FMR normally invests Germany Fund's
assets primarily in common stocks. Because the fund is considered
non-diversified, FMR may invest a significant percentage of Germany
Fund's assets in a single issuer. In buying and selling securities for
the fund, FMR relies on fundamental analysis of each issuer and its
potential for success in light of its current financial condition, its
industry position, and economic and market conditions. Factors
considered include growth potential, earnings estimates and
management. FMR may lend Germany Fund's securities to broker-dealers
or other institutions to earn income for the fund. FMR may use various
techniques, such as buying and selling futures contracts, to increase
or decrease the fund's exposure to changing security prices or other
factors that affect security values. If FMR's strategies do not work
as intended, Germany Fund may not achieve its objective.
UNITED KINGDOM FUND
FMR normally invests at least 65% of United Kingdom Fund's total
assets in securities of British issuers. FMR normally invests United
Kingdom Fund's assets primarily in common stocks. Because the fund is
considered non-diversified, FMR may invest a significant percentage of
United Kingdom Fund's assets in a single issuer. In buying and selling
securities for the fund, FMR relies on fundamental analysis of each
issuer and its potential for success in light of its current financial
condition, its industry position, and economic and market conditions.
Factors considered include growth potential, earnings estimates and
management. FMR may lend United Kingdom Fund's securities to
broker-dealers or other institutions to earn income for the fund. FMR
may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, United Kingdom Fund may not
achieve its objective.
EUROPE FUND
FMR normally invests at least 65% of Europe Fund's total assets in
securities of issuers that have their principal activities in Europe.
Europe includes Austria, Belgium, Belarus, Bulgaria, the Czech
Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary,
Ireland, Italy, Latvia, Lithuania, Luxembourg, the Netherlands,
Norway, Poland, Portugal, Russia, Slovakia, Slovenia, Spain, Sweden,
Switzerland, Turkey, and the United Kingdom. FMR normally invests the
fund's assets primarily in common stocks and diversifies its
investments across different European countries. In allocating the
fund's investments across countries, FMR will consider the size of the
market in each country relative to the size of the markets in Europe
as a whole. In buying and selling securities for Europe Fund, FMR
relies on fundamental analysis of each issuer and its potential for
success in light of its current financial condition, its industry
position, and economic and market conditions. Factors considered
include growth potential, earnings estimates and management. FMR may
lend Europe Fund's securities to broker-dealers or other institutions
to earn income for the fund. FMR may use various techniques, such as
buying and selling futures contracts, to increase or decrease the
fund's exposure to changing security prices or other factors that
affect security values. If FMR's strategies do not work as intended,
Europe Fund may not achieve its objective.
The investment objective of each fund is fundamental and may not be
changed without the approval of a vote of at least a majority of the
outstanding voting securities of the fund, as that term is defined in
the 1940 Act. There can be no assurance that the funds will achieve
their objectives. With the exception of fundamental policies,
investment policies can be changed without shareholder approval. The
differences between the funds discussed above, except as noted, could
be changed without a vote of shareholders.
PERFORMANCE COMPARISONS OF THE FUNDS
The following table compares France Fund, Germany Fund and United
Kingdom Fund's annual total returns for the periods indicated. Please
note that total returns are based on past results and are not an
indication of future performance.
Annual Total Returns (periods
ended December 31)
1996 1997 1998 1999 2000**
France Fund* 25.44% 14.46% 28.92% 36.34% 2.99%
Germany Fund* 18.45% 20.33% 23.31% 16.55% 13.65%
United Kingdom Fund* 28.61% 16.78% 10.32% 14.74% -2.06%
Europe Fund 25.63% 22.89% 20.77% 18.69% 7.05%
* Returns do not include the effect of the fund's 3.00% maximum
front-end sales charge.
** Returns are from January 1, 2000 through March 31, 2000.
If FMR had not reimbursed certain expenses, France Fund's, Germany
Fund's and United Kingdom Fund's returns would have been lower.
The following table compares France Fund's, Germany Fund's and United
Kingdom Fund's individual cumulative returns to those of Europe Fund
for the periods indicated. Please note that total returns are based on
past results and are not an indication of future performance.
Cumulative Total Return
(periods ended March 31, 2000)
1 Year 3 Years
France Fund* 44.81% 90.42%
Germany Fund* 50.04% 81.28%
United Kingdom Fund* 6.55% 44.89%
Europe Fund 30.28% 81.92%
* Returns do not include the effect of the fund's 3.00% maximum
front-end sales charge.
If FMR had not reimbursed certain expenses, France Fund's, Germany
Fund's and United Kingdom Fund's returns would have been lower.
The tables above show that Europe Fund has had higher returns than
Germany Fund and United Kingdom Fund but has had lower returns than
France Fund during certain periods.
The following graphs show the value of a hypothetical $10,000
investment in France Fund, Germany Fund and United Kingdom Fund
relative to Europe Fund made on November 1, 1995 assuming any
applicable sales charges were paid and all distributions were
reinvested. The graph compares the cumulative returns of the funds on
a monthly basis from November 1, 1995 to February 29, 2000, and
illustrates the relative volatility of their performance over shorter
periods of time.
France SBF 250
00345 EX001
1995/11/01 9700.00 10000.00
1995/11/30 9515.70 9996.87
1995/12/31 9952.70 10331.57
1996/01/31 10381.19 10618.07
1996/02/29 10799.95 11028.30
1996/03/31 11150.53 11258.88
1996/04/30 11403.73 11466.65
1996/05/31 11647.19 11517.59
1996/06/30 11803.01 11777.11
1996/07/31 11559.54 11522.35
1996/08/31 11393.99 11290.00
1996/09/30 11617.98 11688.17
1996/10/31 11919.87 11888.32
1996/11/30 12299.67 12521.77
1996/12/31 12484.65 12692.23
1997/01/31 13045.52 12947.26
1997/02/28 13180.55 13046.89
1997/03/31 13585.62 13392.49
1997/04/30 13076.68 12816.85
1997/05/31 12889.72 12695.77
1997/06/30 13855.67 13730.74
1997/07/31 14125.72 14007.70
1997/08/31 13388.28 13106.00
1997/09/30 14707.37 14283.43
1997/10/31 13782.97 13413.94
1997/11/30 13814.13 13600.74
1997/12/31 14290.14 14013.96
1998/01/31 14665.89 14539.07
1998/02/28 15724.84 15771.19
1998/03/31 17410.05 17395.62
1998/04/30 18059.09 18099.22
1998/05/31 19357.16 19161.02
1998/06/30 19527.95 19713.51
1998/07/31 19619.05 19896.29
1998/08/31 16487.74 17660.05
1998/09/30 15485.73 16376.52
1998/10/31 16795.18 18030.99
1998/11/30 17706.10 19077.94
1998/12/31 18423.46 19816.20
1999/01/31 19231.90 20468.32
1999/02/28 17968.00 19175.46
1999/03/31 17865.52 19389.56
1999/04/30 18218.50 20014.23
1999/05/31 17763.04 19663.45
1999/06/30 18662.58 20588.65
1999/07/31 18639.80 20857.23
1999/08/31 19083.88 21553.07
1999/09/30 19562.11 21781.13
1999/10/29 20438.88 22606.15
IMATRL PRASUN SHR__CHT 19991031 19991109 144248 R00000000000051
Germany DAX 100
00346 EX002
1995/11/01 9700.00 10000.00
1995/11/30 9622.40 10045.93
1995/12/31 9835.80 10293.16
1996/01/31 10320.80 10746.76
1996/02/29 10369.30 10830.07
1996/03/31 10495.40 10812.65
1996/04/30 10194.70 10413.05
1996/05/31 10573.00 10679.84
1996/06/30 10650.60 10956.77
1996/07/31 10524.50 10921.61
1996/08/31 10660.30 11180.88
1996/09/30 10747.60 11282.48
1996/10/31 10999.80 11378.77
1996/11/30 11523.60 11820.89
1996/12/31 11650.51 12007.46
1997/01/31 11570.43 11917.66
1997/02/28 12000.82 12383.06
1997/03/31 12631.39 13186.91
1997/04/30 12341.13 12745.27
1997/05/31 12951.68 13390.51
1997/06/30 13352.04 13933.20
1997/07/31 14473.05 15226.21
1997/08/31 13221.92 13796.83
1997/09/30 14242.84 14883.23
1997/10/31 13251.95 13772.76
1997/11/30 13642.30 14115.89
1997/12/31 14018.54 14726.44
1998/01/31 14634.74 15145.43
1998/02/28 15349.97 16176.40
1998/03/31 16560.36 17180.21
1998/04/30 17704.73 17760.59
1998/05/31 18750.07 19367.83
1998/06/30 19256.24 20055.83
1998/07/31 19960.47 20301.79
1998/08/31 15944.16 16938.45
1998/09/30 15669.08 16560.16
1998/10/31 16274.27 17435.20
1998/11/30 17132.55 18261.47
1998/12/31 17286.60 18447.96
1999/01/31 17341.62 18214.98
1999/02/28 16032.19 16900.12
1999/03/31 15261.94 16522.94
1999/04/30 16021.19 17697.48
1999/05/31 15118.90 16576.94
1999/06/30 15900.15 17283.48
1999/07/31 15900.15 17016.61
1999/08/31 15955.17 17451.52
1999/09/30 15889.15 17232.00
1999/10/29 16483.34 18059.77
IMATRL PRASUN SHR__CHT 19991031 19991111 111347 R00000000000051
United Kingdom FTSE Actuaries All Shares
00344 FT001
1995/11/01 9700.00 10000.00
1995/11/30 9573.90 10045.63
1995/12/31 9778.19 10332.30
1996/01/31 9729.49 10310.34
1996/02/29 9963.23 10460.66
1996/03/31 10099.58 10580.27
1996/04/30 10411.24 10783.02
1996/05/31 10722.89 10999.14
1996/06/30 10596.28 10897.13
1996/07/31 10430.72 10838.63
1996/08/31 10927.42 11423.97
1996/09/30 11005.33 11641.61
1996/10/31 11579.95 12221.95
1996/11/30 12183.78 12823.08
1996/12/31 12575.73 13285.32
1997/01/31 12205.27 12911.20
1997/02/28 12555.71 13299.67
1997/03/31 12565.72 13420.62
1997/04/30 12665.85 13546.04
1997/05/31 13016.28 14119.45
1997/06/30 13216.53 14307.89
1997/07/31 13526.92 14788.25
1997/08/31 13366.72 14587.42
1997/09/30 14408.03 15706.71
1997/10/31 14227.80 15250.76
1997/11/30 14347.95 15309.01
1997/12/31 14686.21 15781.29
1998/01/31 15115.63 16509.20
1998/02/28 16103.30 17613.50
1998/03/31 17037.29 18678.26
1998/04/30 17048.02 18737.66
1998/05/31 16919.20 18390.36
1998/06/30 16790.37 18462.12
1998/07/31 16146.24 18059.16
1998/08/31 13902.51 16565.85
1998/09/30 14428.55 16189.75
1998/10/31 14986.80 17067.41
1998/11/30 15684.61 17671.51
1998/12/31 16201.58 18175.13
1999/01/31 16109.46 18101.10
1999/02/28 16512.48 18527.57
1999/03/31 17088.23 19246.07
1999/04/30 17779.13 20125.69
1999/05/31 16903.99 19140.07
1999/06/30 16834.90 19232.10
1999/07/31 17111.26 19639.91
1999/08/31 17088.23 19666.90
1999/09/30 16719.75 19405.59
1999/10/29 16857.93 19887.49
IMATRL PRASUN SHR__CHT 19991031 19991111 124750 R00000000000051
COMPARISON OF OTHER POLICIES OF THE FUNDS
DIVERSIFICATION. France Fund, Germany Fund and United Kingdom Fund
are non-diversified funds and Europe Fund is a diversified fund.
Non-diversified funds may invest a greater portion of their assets in
securities of individual issuers than diversified funds. As a result,
changes in the market value of a single issuer can cause greater
fluctuations (both positive and negative) in share value than would
occur in a diversified fund. Generally, France Fund, Germany Fund and
United Kingdom Fund do not invest more than 25% of their total assets
in any one issuer and, with respect to 50% of total assets, do not
invest more than 5% of their total assets in any one issuer. As a
matter of fundamental policy, Europe Fund, with respect to 75% of its
total assets, may not purchase a security if, as a result, more than
5% of its total assets would be invested in the securities of any one
issuer and may not hold more than 10% of the outstanding voting
securities of a single issuer.
BORROWING. Each fund may borrow money from banks or from other funds
advised by FMR, or through reverse repurchase agreements. As a matter
of fundamental policy, each fund may borrow money for temporary or
emergency purposes, but not in an amount exceeding 33-1/3% of its
total assets.
LENDING. Each fund does not currently intend to lend assets, other
than securities, to other parties, except by lending money (up to 15%
of the fund's net assets) to other funds or portfolios advised by FMR
or an affiliate, or by acquiring loans, loan participations, or other
forms of direct debt instruments, and in connection therewith,
assuming any associated unfunded commitments of the seller. As a
matter of fundamental policy, each fund may not lend more than 33-1/3%
of its total assets to other parties, but this limitation does not
apply to purchases of debt securities or to repurchase agreements.
TEMPORARY DEFENSIVE POLICIES. FMR normally invests each fund's assets
according to the fund's investment strategy. Each fund also reserves
the right to invest without limitation in preferred stocks and
investment grade debt instruments for temporary defensive purposes.
For more information about the risks and restrictions associated with
these policies, see the funds' Prospectuses, and for a more detailed
discussion of the funds' investments, see their Statements of
Additional Information, which are incorporated herein by reference.
OPERATIONS OF EUROPE FUND FOLLOWING THE REORGANIZATIONS
FMR does not expect Europe Fund to revise its investment policies as
a result of the Reorganizations. In addition, FMR does not anticipate
significant changes to Europe Fund's management or to agents that
provide the fund with services. Specifically, the Trustees and
officers, the investment adviser, distributor, and other agents will
continue to serve Europe Fund in their current capacities. Thierry
Serero is the current Portfolio Manager of Europe Fund.
All of the current investments of France Fund, Germany Fund and
United Kingdom Fund are permissible investments for Europe Fund.
Nevertheless, if shareholders approve each of the Reorganizations, or
if only some are approved, FMR may sell certain securities held by the
funds and purchase other securities. Transaction costs associated with
such adjustments that occur between shareholder approval and the
Closing Dates will be borne by the fund that incurred them.
Transaction costs associated with such adjustments that occur after
the Closing Dates will be borne by Europe Fund.
PURCHASES AND REDEMPTIONS
The price to buy one share of France Fund, Germany Fund and United
Kingdom Fund is the fund's net asset value per share (NAV), plus a
sales charge of 3.00%. The price to buy one share of Europe Fund is
the fund's NAV. Europe Fund's shares are sold without a sales charge.
Shares for each fund are purchased at the next NAV calculated after an
investment is received and accepted, minus any applicable sales
charges. Each fund's NAV is normally calculated each business day at
4:00 p.m. Eastern time. Refer to each fund's Prospectus for more
information regarding how to buy shares.
The price to sell one share of each fund is the fund's NAV, minus the
fund's redemption fee, as applicable. Shares will be sold at the next
NAV calculated after your order is received in proper form .
Each fund's NAV is normally calculated each business day at 4:00 P.M.
Eastern.
On April 19, 2000, France Fund, Germany Fund and United Kingdom Fund
closed to all new investments (except dividend reinvestments), pending
the Reorganizations. Shareholders of France Fund, Germany Fund and
United Kingdom Fund may redeem shares through the Closing Date of that
fund's Reorganization. If the Reorganizations are approved, the
purchase and redemption policies of the combined fund will remain
unchanged.
EXCHANGES
The exchange privilege currently offered by the funds is the same and
is not expected to change after the Reorganizations. Shareholders of
the funds may exchange their shares of a fund for shares of other
Fidelity funds available in a shareholder's state. Exchanges out of
France Fund, Germany Fund and United Kingdom Fund are currently
subject to a 1.50% redemption fee on shares held less than 90 days, as
described above in the "Expense Structures" section. Europe Fund
currently imposes a 1.00% redemption fee on shares held less than 30
days, as described above in the "Expense Structures" section.
DIVIDENDS AND OTHER DISTRIBUTIONS
Each fund earns dividends, interest, and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. Each fund also realizes capital gains from
its investments, and distributes these gains (less any losses) to
shareholders as capital gain distributions. Each fund normally pays
dividends and capital gain distributions in December. On or before the
Closing Dates, France Fund, Germany Fund and United Kingdom Fund may
declare additional dividends or other distributions in order to
distribute substantially all of their investment company taxable
income and net realized capital gain.
Each of France Fund, Germany Fund and United Kingdom Fund will be
required to recognize gain or loss on Section 1256 contracts held by
the individual fund on the last day of its taxable year which is
October 31, 1999. If the Reorganizations are approved, gains or losses
of Section 1256 contracts held on the Closing Date will be recognized
on the Closing Date.
FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATIONS
Each fund has received an opinion of its counsel, Kirkpatrick &
Lockhart LLP, that the Reorganizations will constitute tax-free
reorganizations within the meaning of Section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended (the Code). Accordingly,
except with respect to Section 1256 contracts a nd stock of a
passive foreign investment company , no gain or loss will be
recognized to the funds or their shareholders as a result of the
Reorganizations. Please see the section entitled "Federal Income Tax
Considerations" for more information.
As of October 31, 1999, France Fund, Germany Fund, United Kingdom
Fund and Europe Fund have capital loss carryforwards for federal
income tax purposes of approximately $690,000, $5,231,000 ,
$2,000, and $0, respectively. Under current federal tax law, Europe
Fund may be limited to using only a portion, if any, of its capital
loss carryforward or the capital loss carryforwards transferred by
France Fund, Germany Fund and United Kingdom Fund at the time of the
Reorganizations ("capital loss carryforwards"). There is no assurance
that Europe Fund will be able to realize sufficient capital gains to
use the capital loss carryforwards before they expire. The capital
loss carryforward attributable to France Fund, Germany Fund and United
Kingdom Fund will expire between October 31, 2005 and October
31, 2006.
COMPARISON OF PRINCIPAL RISK FACTORS
Each fund is subject to the risks normally associated with equity
funds. The funds have similar policies and permissible investments.
However, France Fund, Germany Fund and United Kingdom Fund are
non-diversified and may invest a greater percentage of their
investments in their respective countries. Political and economic
conditions and changes in regulatory, tax, or economic policy in a
country could significantly affect the market in that country and in
surrounding or related countries.
Europe includes both developed and emerging markets. Most developed
countries in Western Europe are members of the European Union (EU) and
many are also members of the European Monetary Union (EMU), which
requires compliance with restrictions on inflation rates, deficits and
debt levels. Unemployment in Europe is historically high. Many Eastern
European countries continue to move toward market economies. However,
their markets remain relatively undeveloped and can be particularly
sensitive to political and economic developments. The tight fiscal and
monetary controls necessary to join the EMU can significantly affect
every country in Europe.
Changes in the financial condition of an issuer, changes in specific
economic or political conditions that affect a particular type of
security or issuer, and changes in general economic or political
conditions can affect the value of an issuer's securities. The value
of securities of smaller, less well-known issuers can be more volatile
than that of larger issuers and can react differently to issuer,
political, market and economic developments than the market as a whole
and other types of stocks. Smaller issuers can have more limited
product lines, markets and financial resources. In response to market,
economic, political or other conditions, FMR may temporarily use a
different investment strategy for defensive purposes. If FMR does so,
different factors could affect a fund's performance and the fund may
not achieve its investment objective.
THE PROPOSED TRANSACTIONS
TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN FRANCE FUND
AND EUROPE FUND.
REORGANIZATION PLAN
The terms and conditions under which the proposed transaction may be
consummated are set forth in the Agreement. Significant provisions of
the Agreement are summarized below; however, this summary is qualified
in its entirety by reference to the Agreement, a copy of which is
attached as Exhibit 1 to this Proxy Statement.
The Agreement contemplates (a) Europe Fund acquiring as of the
Closing Date all of the assets of France Fund in exchange solely for
shares of Europe Fund and the assumption by Europe Fund of France
Fund's liabilities; and (b) the distribution of shares of Europe Fund
to the shareholders of France Fund as provided for in the Agreement.
The assets of France Fund to be acquired by Europe Fund include all
cash, cash equivalents, securities, receivables (including interest or
dividends receivables), claims, choses in action, and other property
owned by France Fund, and any deferred or prepaid expenses shown as an
asset on the books of France Fund on the Closing Date. Europe Fund
will assume from France Fund all liabilities, debts, obligations, and
duties of France Fund of whatever kind or nature, whether absolute,
accrued, contingent, or otherwise, whether or not arising in the
ordinary course of business, whether or not determinable on the
Closing Date, and whether or not specifically referred to in the
Agreement; provided, however, that France Fund will use its best
efforts, to the extent practicable, to discharge all of its known
liabilities prior to the Closing Date, other than liabilities incurred
in the ordinary course of business. Europe Fund also will deliver to
France Fund the number of full and fractional shares of Europe Fund
having an aggregate net asset value equal to the value of the assets
of France Fund less the liabilities of France Fund as of the Closing
Date. France Fund shall then distribute the Europe Fund shares PRO
RATA to its shareholders.
The value of France Fund's assets to be acquired by Europe Fund and
the amount of its liabilities to be assumed by Europe Fund will be
determined as of the close of business of the NYSE on the Closing
Date, using the valuation procedures set forth in France Fund's
then-current Prospectus and Statement of Additional Information. The
net asset value of a share of Europe Fund will be determined as of the
same time using the valuation procedures set forth in its then-current
Prospectus and Statement of Additional Information.
As of the Closing Date, France Fund will distribute to its
shareholders of record the shares of Europe Fund it received, so that
each France Fund shareholder will receive the number of full and
fractional shares of Europe Fund equal in value to the aggregate net
asset value of shares of France Fund held by such shareholder on the
Closing Date. France Fund will be liquidated as soon as practicable
thereafter. Such distribution will be accomplished by opening accounts
on the books of Europe Fund in the names of the France Fund
shareholders and by transferring thereto shares of Europe Fund. Each
France Fund shareholder's account shall be credited with the
respective PRO RATA number of full and fractional shares (rounded to
the third decimal place) of Europe Fund due that shareholder. Europe
Fund shall not issue certificates representing its shares in
connection with such exchange.
Accordingly, immediately after the Reorganization, each former France
Fund shareholder will own shares of Europe Fund equal to the aggregate
net asset value of that shareholder's shares of France Fund
immediately prior to the Reorganization. The net asset value per share
of Europe Fund will be unchanged by the transaction. Thus, the
Reorganization will not result in a dilution of any shareholder
interest.
Any transfer taxes payable upon issuance of shares of Europe Fund in
a name other than that of the registered holder of the shares on the
books of France Fund as of that time shall be paid by the person to
whom such shares are to be issued as a condition of such transfer. Any
reporting responsibility of France Fund is and will continue to be its
responsibility up to and including the Closing Date and such later
date on which France Fund is liquidated.
Pursuant to its management contract with FMR, France Fund will bear
the cost of the Reorganization, including professional fees, expenses
associated with the filing of registration statements, and the cost of
soliciting proxies for the Meeting, which will consist principally of
printing and mailing prospectuses and proxy statements, together with
the cost of any supplementary solicitation, provided the expenses do
not exceed the fund's voluntary expense cap. Expenses exceeding France
Fund's voluntary expense cap will be paid by FMR. In addition, there
may be some transaction costs associated with portfolio adjustments to
France Fund and Europe Fund due to the Reorganization prior to the
Closing Date which will be borne by France Fund and Europe Fund,
respectively. Any transaction costs associated with portfolio
adjustments to France Fund and Europe Fund due to the Reorganization
which occur after the Closing Date and any additional merger-related
costs attributable to Europe Fund which occur after the Closing Date
will be borne by Europe Fund. The funds may recognize a taxable gain
or loss on the disposition of securities pursuant to these portfolio
adjustments. See the section entitled "Federal Income Tax
Considerations."
The consummation of the Reorganization is subject to a number of
conditions set forth in the Agreement, some of which may be waived by
a fund. In addition, the Agreement may be amended in any mutually
agreeable manner, except that no amendment that may have a materially
adverse effect on the shareholders' interests may be made subsequent
to the Meeting.
REASONS FOR THE REORGANIZATION
The Board of Trustees (the Board) of France Fund and Europe Fund have
determined that the Reorganization is in the best interests of the
shareholders of both funds and that the Reorganization will not result
in a dilution of the interests of shareholders of either fund.
In considering the Reorganization, the Board considered a number of
factors, including the following:
(1) the compatibility of the funds' investment objectives and
policies;
(2) the historical performance of the funds;
(3) the relative expense ratios of the funds;
(4) the costs to be incurred by each fund as a result of the
Reorganization;
(5) the tax consequences of the Reorganization;
(6) the relative size of the funds;
(7) the benefit to FMR and to the shareholders of the funds.
FMR recommended the Reorganization to the Board at a meeting of the
Board on January 20, 2000. In recommending the Reorganization, FMR
also advised the Board that the funds have comparable investment
objectives, investment policies, permissible investments, and service
features. In particular, FMR informed the Board that the funds
differed primarily with respect to their expense structures and
investment policies.
The funds will receive an opinion of counsel that, except with
respect to Section 1256 contracts, the Reorganization will not result
in any gain or loss for Federal income tax purposes for France Fund or
Europe Fund.
Finally, the Board considered the proposed Reorganization in the
context of a general goal of eliminating small funds managed by FMR.
While the elimination of small funds potentially would benefit FMR, it
also should benefit shareholders by facilitating increased operational
efficiencies.
DESCRIPTION OF THE SECURITIES TO BE ISSUED
The trust is registered with the SEC as an open-end management
investment company. The trust's Trustees are authorized to issue an
unlimited number of shares of beneficial interest of separate series.
Europe Fund is one of 20 funds of the trust. Each share of Europe Fund
represents an equal proportionate interest with each other share of
the fund, and each such share of Europe Fund is entitled to equal
voting, dividend, liquidation, and redemption rights. Each shareholder
of Europe Fund is entitled to one vote for each dollar value of net
asset value of Europe Fund that a shareholder owns. Shares of Europe
Fund have no preemptive or conversion rights. The voting and dividend
rights, the right of redemption, and the prividege of exchange are
described in the fund's Prospectus. Shares are fully paid and
nonassessable, except as set forth in the fund's Statement of
Additional Information under the heading "Shareholder Liability."
The trust does not hold annual meetings of shareholders. There will
normally be no meetings of shareholders for the purpose of electing
Trustees unless less than a majority of the Trustees holding office
have been elected by shareholders, at which time the Trustees then in
office will call a shareholder meeting for the election of Trustees.
Under the 1940 Act, shareholders of record of at least two-thirds of
the outstanding shares of an investment company may remove a Trustee
by votes cast in person or by proxy at a meeting called for that
purpose. The Trustees are required to call a meeting of shareholders
for the purpose of voting upon the question of removal of any Trustee
when requested in writing to do so by the shareholders of record
holding at least 10% of the trust's outstanding shares.
FEDERAL INCOME TAX CONSIDERATIONS
The exchange of France Fund's assets for Europe Fund's shares and the
assumption of the liabilities of France Fund by Europe Fund is
intended to qualify for federal income tax purposes as a tax-free
reorganization under the Code. With respect to the Reorganization, the
participating funds have received an opinion from Kirkpatrick &
Lockhart LLP, counsel to France Fund and Europe Fund, substantially to
the effect that:
(i) The acquisition by Europe Fund of all of the assets of France
Fund solely in exchange for Europe Fund shares and the assumption by
Europe Fund of France Fund's liabilities, followed by the distribution
by France Fund of Europe Fund shares to the shareholders of France
Fund pursuant to the liquidation of France Fund and constructively in
exchange for their France Fund shares, will constitute a
reorganization within the meaning of section 368(a)(1)(C) of the Code,
and France Fund and Europe Fund will each be "a party to a
reorganization" within the meaning of section 368(b) of the Code;
(ii) No gain or loss will be recognized by France Fund upon the
transfer of all of its assets to Europe Fund in exchange solely for
Europe Fund shares and Europe Fund's assumption of France Fund's
liabilities, followed by France Fund's subsequent distribution of
those shares to shareholders in liquidation of France Fund;
(iii) No gain or loss will be recognized by Europe Fund upon the
receipt of the assets of France Fund in exchange solely for Europe
Fund shares and its assumption of France Fund's liabilities;
(iv) The shareholders of France Fund will recognize no gain or loss
upon the exchange of their France Fund shares solely for Europe Fund
shares;
(v) The basis of France Fund's assets in the hands of Europe Fund
will be the same as the basis of those assets in the hands of France
Fund immediately prior to the Reorganization, and the holding period
of those assets in the hands of Europe Fund will include the holding
period of those assets in the hands of France Fund;
(vi) The basis of France Fund shareholders in Europe Fund shares will
be the same as their basis in France Fund shares to be surrendered in
exchange therefor; and
(vii) The holding period of the Europe Fund shares to be received by
the France Fund shareholders will include the period during which the
France Fund shares to be surrendered in exchange therefor were held,
provided such France Fund shares were held as capital assets by those
shareholders on the date of the Reorganization.
Shareholders of France Fund should consult their tax advisers
regarding the effect, if any, of the proposed Reorganization in light
of their individual circumstances. Because the foregoing discussion
only relates to the federal income tax consequences of the
Reorganization, those shareholders also should consult their tax
advisers as to state and local tax consequences, if any, of the
Reorganization.
CAPITALIZATION
The following table shows the capitalization of France Fund and
Europe Fund as of October 31, 1999 and on a pro forma combined basis
(unaudited) as of that date giving effect to the Reorganization.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Net Assets NAV per Share Shares Outstanding
France Fund $ 11,725,518 $ 17.95 653,378
Europe Fund $ 1,317,402,134 $ 34.09 38,641,105
Pro Forma Combined Fund $ 1,329,127,652 $ 34.09 38,985,063
</TABLE>
CONCLUSION
The Agreement and Plan of Reorganization and the transactions
provided for therein were approved by the Board at a meeting held on
January 20, 2000. The Board of Trustees of the trust determined that
the proposed Reorganization is in the best interests of shareholders
of each fund and that the interests of existing shareholders of France
Fund and Europe Fund would not be diluted as a result of the
Reorganization. In the event that the Reorganization is not
consummated, France Fund will continue to engage in business as a fund
of a registered investment company and the Board of the trust will
consider other proposals for the reorganization or liquidation of the
fund.
TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN GERMANY
FUND AND EUROPE FUND.
REORGANIZATION PLAN
The terms and conditions under which the proposed transaction may be
consummated are set forth in the Agreement. Significant provisions of
the Agreement are summarized below; however, this summary is qualified
in its entirety by reference to the Agreement, a copy of which is
attached as Exhibit 2 to this Proxy Statement.
The Agreement contemplates (a) Europe Fund acquiring as of the
Closing Date all of the assets of Germany Fund in exchange solely for
shares of Europe Fund and the assumption by Europe Fund of Germany
Fund's liabilities; and (b) the distribution of shares of Europe Fund
to the shareholders of Germany Fund as provided for in the Agreement.
The assets of Germany Fund to be acquired by Europe Fund include all
cash, cash equivalents, securities, receivables (including interest or
dividends receivables), claims, choses in action, and other property
owned by Germany Fund, and any deferred or prepaid expenses shown as
an asset on the books of Germany Fund on the Closing Date. Europe Fund
will assume from Germany Fund all liabilities, debts, obligations, and
duties of Germany Fund of whatever kind or nature, whether absolute,
accrued, contingent, or otherwise, whether or not arising in the
ordinary course of business, whether or not determinable on the
Closing Date, and whether or not specifically referred to in the
Agreement; provided, however, that Germany Fund will use its best
efforts, to the extent practicable, to discharge all of its known
liabilities prior to the Closing Date, other than liabilities incurred
in the ordinary course of business. Europe Fund also will deliver to
Germany Fund the number of full and fractional shares of Europe Fund
having an aggregate net asset value equal to the value of the assets
of Germany Fund less the liabilities of Germany Fund as of the Closing
Date. Germany Fund shall then distribute the Europe Fund shares PRO
RATA to its shareholders.
The value of Germany Fund's assets to be acquired by Europe Fund and
the amount of its liabilities to be assumed by Europe Fund will be
determined as of the close of business of the NYSE on the Closing
Date, using the valuation procedures set forth in Germany Fund's
then-current Prospectus and Statement of Additional Information. The
net asset value of a share of Europe Fund will be determined as of the
same time using the valuation procedures set forth in its then-current
Prospectus and Statement of Additional Information.
As of the Closing Date, Germany Fund will distribute to its
shareholders of record the shares of Europe Fund it received, so that
each Germany Fund shareholder will receive the number of full and
fractional shares of Europe Fund equal in value to the aggregate net
asset value of shares of Germany Fund held by such shareholder on the
Closing Date. Germany Fund will be liquidated as soon as practicable
thereafter. Such distribution will be accomplished by opening accounts
on the books of Europe Fund in the names of the Germany Fund
shareholders and by transferring thereto shares of Europe Fund. Each
Germany Fund shareholder's account shall be credited with the
respective PRO RATA number of full and fractional shares (rounded to
the third decimal place) of Europe Fund due that shareholder. Europe
Fund shall not issue certificates representing its shares in
connection with such exchange.
Accordingly, immediately after the Reorganization, each former
Germany Fund shareholder will own shares of Europe Fund equal to the
aggregate net asset value of that shareholder's shares of Germany Fund
immediately prior to the Reorganization. The net asset value per share
of Europe Fund will be unchanged by the transaction. Thus, the
Reorganization will not result in a dilution of any shareholder
interest.
Any transfer taxes payable upon issuance of shares of Europe Fund in
a name other than that of the registered holder of the shares on the
books of Germany Fund as of that time shall be paid by the person to
whom such shares are to be issued as a condition of such transfer. Any
reporting responsibility of Germany Fund is and will continue to be
its responsibility up to and including the Closing Date and such later
date on which Germany Fund is liquidated.
Pursuant to its management contract with FMR, Germany Fund will bear
the cost of the Reorganization, including professional fees, expenses
associated with the filing of registration statements, and the cost of
soliciting proxies for the Meeting, which will consist principally of
printing and mailing prospectuses and proxy statements, together with
the cost of any supplementary solicitation, provided the expenses do
not exceed the fund's voluntary expense cap. Expenses exceeding
Germany Fund's voluntary expense cap will be paid by FMR. In addition,
there may be some transaction costs associated with portfolio
adjustments to Germany Fund and Europe Fund due to the Reorganization
prior to the Closing Date which will be borne by Germany Fund and
Europe Fund, respectively. Any transaction costs associated with
portfolio adjustments to Germany Fund and Europe Fund due to the
Reorganization which occur after the Closing Date and any additional
merger-related costs attributable to Europe Fund which occur after the
Closing Date will be borne by Europe Fund. The funds may recognize a
taxable gain or loss on the disposition of securities pursuant to
these portfolio adjustments. See the section entitled "Federal Income
Tax Considerations."
The consummation of the Reorganization is subject to a number of
conditions set forth in the Agreement, some of which may be waived by
a fund. In addition, the Agreement may be amended in any mutually
agreeable manner, except that no amendment that may have a materially
adverse effect on the shareholders' interests may be made subsequent
to the Meeting.
REASONS FOR THE REORGANIZATION
The Board of Trustees (the Board) of Germany Fund and Europe Fund
have determined that the Reorganization is in the best interests of
the shareholders of both funds and that the Reorganization will not
result in a dilution of the interests of shareholders of either fund.
In considering the Reorganization, the Board considered a number of
factors, including the following:
(1) the compatibility of the funds' investment objectives and
policies;
(2) the historical performance of the funds;
(3) the relative expense ratios of the funds;
(4) the costs to be incurred by each fund as a result of the
Reorganization;
(5) the tax consequences of the Reorganization;
(6) the relative size of the funds;
(7) the benefit to FMR and to the shareholders of the funds.
FMR recommended the Reorganization to the Board at a meeting of the
Board on January 20, 2000. In recommending the Reorganization, FMR
also advised the Board that the funds have comparable investment
objectives, investment policies, permissible investments, and service
features. In particular, FMR informed the Board that the funds
differed primarily with respect to their expense structures and
investment policies.
The funds will receive an opinion of counsel that, except with
respect to Section 1256 contracts, the Reorganization will not result
in any gain or loss for Federal income tax purposes for Germany Fund
or Europe Fund.
Finally, the Board considered the proposed Reorganization in the
context of a general goal of eliminating small funds managed by FMR.
While the elimination of small funds potentially would benefit FMR, it
also should benefit shareholders by facilitating increased operational
efficiencies.
DESCRIPTION OF THE SECURITIES TO BE ISSUED
The trust is registered with the SEC as an open-end management
investment company. The trust's Trustees are authorized to issue an
unlimited number of shares of beneficial interest of separate series.
Europe Fund is one of 20 funds of the trust. Each share of Europe Fund
represents an equal proportionate interest with each other share of
the fund, and each such share of Europe Fund is entitled to equal
voting, dividend, liquidation, and redemption rights. Each shareholder
of Europe Fund is entitled to one vote for each dollar value of net
asset value of Europe Fund that a shareholder owns. Shares of Europe
Fund have no preemptive or conversion rights. The voting and dividend
rights, the right of redemption, and the prividege of exchange are
described in the fund's Prospectus. Shares are fully paid and
nonassessable, except as set forth in the fund's Statement of
Additional Information under the heading "Shareholder Liability."
The trust does not hold annual meetings of shareholders. There will
normally be no meetings of shareholders for the purpose of electing
Trustees unless less than a majority of the Trustees holding office
have been elected by shareholders, at which time the Trustees then in
office will call a shareholder meeting for the election of Trustees.
Under the 1940 Act, shareholders of record of at least two-thirds of
the outstanding shares of an investment company may remove a Trustee
by votes cast in person or by proxy at a meeting called for that
purpose. The Trustees are required to call a meeting of shareholders
for the purpose of voting upon the question of removal of any Trustee
when requested in writing to do so by the shareholders of record
holding at least 10% of the trust's outstanding shares.
FEDERAL INCOME TAX CONSIDERATIONS
The exchange of Germany Fund's assets for Europe Fund's shares and
the assumption of the liabilities of Germany Fund by Europe Fund is
intended to qualify for federal income tax purposes as a tax-free
reorganization under the Code. With respect to the Reorganization, the
participating funds have received an opinion from Kirkpatrick &
Lockhart LLP, counsel to Germany Fund and Europe Fund, substantially
to the effect that:
(i) The acquisition by Europe Fund of all of the assets of Germany
Fund solely in exchange for Europe Fund shares and the assumption by
Europe Fund of Germany Fund's liabilities, followed by the
distribution by Germany Fund of Europe Fund shares to the shareholders
of Germany Fund pursuant to the liquidation of Germany Fund and
constructively in exchange for their Germany Fund shares, will
constitute a reorganization within the meaning of section 368(a)(1)(C)
of the Code, and Germany Fund and Europe Fund will each be "a party to
a reorganization" within the meaning of section 368(b) of the Code;
(ii) No gain or loss will be recognized by Germany Fund upon the
transfer of all of its assets to Europe Fund in exchange solely for
Europe Fund shares and Europe Fund's assumption of Germany Fund's
liabilities, followed by Germany Fund's subsequent distribution of
those shares to shareholders in liquidation of Germany Fund;
(iii) No gain or loss will be recognized by Europe Fund upon the
receipt of the assets of Germany Fund in exchange solely for Europe
Fund shares and its assumption of Germany Fund's liabilities;
(iv) The shareholders of Germany Fund will recognize no gain or loss
upon the exchange of their Germany Fund shares solely for Europe Fund
shares;
(v) The basis of Germany Fund's assets in the hands of Europe Fund
will be the same as the basis of those assets in the hands of Germany
Fund immediately prior to the Reorganization, and the holding period
of those assets in the hands of Europe Fund will include the holding
period of those assets in the hands of Germany Fund;
(vi) The basis of Germany Fund shareholders in Europe Fund shares
will be the same as their basis in Germany Fund shares to be
surrendered in exchange therefor; and
(vii) The holding period of the Europe Fund shares to be received by
the Germany Fund shareholders will include the period during which the
Germany Fund shares to be surrendered in exchange therefor were held,
provided such Germany Fund shares were held as capital assets by those
shareholders on the date of the Reorganization.
Shareholders of Germany Fund should consult their tax advisers
regarding the effect, if any, of the proposed Reorganization in light
of their individual circumstances. Because the foregoing discussion
only relates to the federal income tax consequences of the
Reorganization, those shareholders also should consult their tax
advisers as to state and local tax consequences, if any, of the
Reorganization.
CAPITALIZATION
The following table shows the capitalization of the Germany Fund and
Europe Fund as of October 31, 1999 and on a pro forma combined basis
(unaudited) as of that date giving effect to the Reorganization.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Net Assets NAV per Share Shares Outstanding
Germany Fund $ 22,959,137 $ 14.98 1,532,381
Europe Fund $ 1,317,402,134 $ 34.09 38,641,105
Pro Forma Combined Fund $ 1,340,361,271 $ 34.09 39,314,591
</TABLE>
CONCLUSION
The Agreement and Plan of Reorganization and the transactions
provided for therein were approved by the Board at a meeting held on
January 20, 2000. The Board of Trustees of the trust determined that
the proposed Reorganization is in the best interests of shareholders
of each fund and that the interests of existing shareholders of
Germany Fund and Europe Fund would not be diluted as a result of the
Reorganization. In the event that the Reorganization is not
consummated, Germany Fund will continue to engage in business as a
fund of a registered investment company and the Board of the trust
will consider other proposals for the reorganization or liquidation of
the fund.
TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN UNITED
KINGDOM FUND AND EUROPE FUND.
REORGANIZATION PLAN
The terms and conditions under which the proposed transaction may be
consummated are set forth in the Agreement. Significant provisions of
the Agreement are summarized below; however, this summary is qualified
in its entirety by reference to the Agreement, a copy of which is
attached as Exhibit 3 to this Proxy Statement.
The Agreement contemplates (a) Europe Fund acquiring as of the
Closing Date all of the assets of United Kingdom Fund in exchange
solely for shares of Europe Fund and the assumption by Europe Fund of
United Kingdom Fund's liabilities; and (b) the distribution of shares
of Europe Fund to the shareholders of United Kingdom Fund as provided
for in the Agreement.
The assets of United Kingdom Fund to be acquired by Europe Fund
include all cash, cash equivalents, securities, receivables (including
interest or dividends receivables), claims, choses in action, and
other property owned by United Kingdom Fund, and any deferred or
prepaid expenses shown as an asset on the books of United Kingdom Fund
on the Closing Date. Europe Fund will assume from United Kingdom Fund
all liabilities, debts, obligations, and duties of United Kingdom Fund
of whatever kind or nature, whether absolute, accrued, contingent, or
otherwise, whether or not arising in the ordinary course of business,
whether or not determinable on the Closing Date, and whether or not
specifically referred to in the Agreement; provided, however, that
United Kingdom Fund will use its best efforts, to the extent
practicable, to discharge all of its known liabilities prior to the
Closing Date, other than liabilities incurred in the ordinary course
of business. Europe Fund also will deliver to United Kingdom Fund the
number of full and fractional shares of Europe Fund having an
aggregate net asset value equal to the value of the assets of United
Kingdom Fund less the liabilities of United Kingdom Fund as of the
Closing Date. United Kingdom Fund shall then distribute the Europe
Fund shares PRO RATA to its shareholders.
The value of United Kingdom Fund's assets to be acquired by Europe
Fund and the amount of its liabilities to be assumed by Europe Fund
will be determined as of the close of business of the NYSE on the
Closing Date, using the valuation procedures set forth in United
Kingdom Fund's then-current Prospectus and Statement of Additional
Information. The net asset value of a share of Europe Fund will be
determined as of the same time using the valuation procedures set
forth in its then-current Prospectus and Statement of Additional
Information.
As of the Closing Date, United Kingdom Fund will distribute to its
shareholders of record the shares of Europe Fund it received, so that
each United Kingdom Fund shareholder will receive the number of full
and fractional shares of Europe Fund equal in value to the aggregate
net asset value of shares of United Kingdom Fund held by such
shareholder on the Closing Date. United Kingdom Fund will be
liquidated as soon as practicable thereafter. Such distribution will
be accomplished by opening accounts on the books of Europe Fund in the
names of the United Kingdom Fund shareholders and by transferring
thereto shares of Europe Fund. Each United Kingdom Fund shareholder's
account shall be credited with the respective PRO RATA number of full
and fractional shares (rounded to the third decimal place) of Europe
Fund due that shareholder. Europe Fund shall not issue certificates
representing its shares in connection with such exchange.
Accordingly, immediately after the Reorganization, each former United
Kingdom Fund shareholder will own shares of Europe Fund equal to the
aggregate net asset value of that shareholder's shares of United
Kingdom Fund immediately prior to the Reorganization. The net asset
value per share of Europe Fund will be unchanged by the transaction.
Thus, the Reorganization will not result in a dilution of any
shareholder interest.
Any transfer taxes payable upon issuance of shares of Europe Fund in
a name other than that of the registered holder of the shares on the
books of United Kingdom Fund as of that time shall be paid by the
person to whom such shares are to be issued as a condition of such
transfer. Any reporting responsibility of United Kingdom Fund is and
will continue to be its responsibility up to and including the Closing
Date and such later date on which United Kingdom Fund is liquidated.
Pursuant to its management contract with FMR, United Kingdom Fund
will bear the cost of the Reorganization, including professional fees,
expenses associated with the filing of registration statements, and
the cost of soliciting proxies for the Meeting, which will consist
principally of printing and mailing prospectuses and proxy statements,
together with the cost of any supplementary solicitation, provided the
expenses do not exceed the fund's voluntary expense cap. Expenses
exceeding United Kingdom Fund's voluntary expense cap will be paid by
FMR. In addition, there may be some transaction costs associated with
portfolio adjustments to United Kingdom Fund and Europe Fund due to
the Reorganization prior to the Closing Date which will be borne by
United Kingdom Fund and Europe Fund, respectively. Any transaction
costs associated with portfolio adjustments to United Kingdom Fund and
Europe Fund due to the Reorganization which occur after the Closing
Date and any additional merger-related costs attributable to Europe
Fund which occur after the Closing Date will be borne by Europe Fund.
The funds may recognize a taxable gain or loss on the disposition of
securities pursuant to these portfolio adjustments. See the section
entitled "Federal Income Tax Considerations."
The consummation of the Reorganization is subject to a number of
conditions set forth in the Agreement, some of which may be waived by
a fund. In addition, the Agreement may be amended in any mutually
agreeable manner, except that no amendment that may have a materially
adverse effect on the shareholders' interests may be made subsequent
to the Meeting.
REASONS FOR THE REORGANIZATION
The Board of Trustees (the Board) of United Kingdom Fund and Europe
Fund have determined that the Reorganization is in the best interests
of the shareholders of both funds and that the Reorganization will not
result in a dilution of the interests of shareholders of either fund.
In considering the Reorganization, the Board considered a number of
factors, including the following:
(1) the compatibility of the funds' investment objectives and
policies;
(2) the historical performance of the funds;
(3) the relative expense ratios of the funds;
(4) the costs to be incurred by each fund as a result of the
Reorganization;
(5) the tax consequences of the Reorganization;
(6) the relative size of the funds;
(7) the benefit to FMR and to the shareholders of the funds.
FMR recommended the Reorganization to the Board at a meeting of the
Board on January 20, 2000. In recommending the Reorganization, FMR
also advised the Board that the funds have comparable investment
objectives, investment policies, permissible investments, and service
features. In particular, FMR informed the Board that the funds
differed primarily with respect to their expense structures and
investment policies.
The funds will receive an opinion of counsel that, except with
respect to Section 1256 contracts, the Reorganization will not result
in any gain or loss for Federal income tax purposes for United Kingdom
Fund or Europe Fund.
Furthermore, on January 20, 2000, the Board considered FMR's
representation to the Board that if the Reorganization is approved,
Finally, the Board considered the proposed Reorganization in the
context of a general goal of eliminating small funds managed by FMR.
While the elimination of small funds potentially would benefit FMR, it
also should benefit shareholders by facilitating increased operational
efficiencies.
DESCRIPTION OF THE SECURITIES TO BE ISSUED
The trust is registered with the SEC as an open-end management
investment company. The trust's Trustees are authorized to issue an
unlimited number of shares of beneficial interest of separate series.
Europe Fund is one of 20 funds of the trust. Each share of Europe Fund
represents an equal proportionate interest with each other share of
the fund, and each such share of Europe Fund is entitled to equal
voting, dividend, liquidation, and redemption rights. Each shareholder
of Europe Fund is entitled to one vote for each dollar value of net
asset value of Europe Fund that shareholder owns. Shares of Europe
Fund have no preemptive or conversion rights. The voting and dividend
rights, the right of redemption, and the prividege of exchange are
described in the fund's Prospectus. Shares are fully paid and
nonassessable, except as set forth in the fund's Statement of
Additional Information under the heading "Shareholder Liability."
The trust does not hold annual meetings of shareholders. There will
normally be no meetings of shareholders for the purpose of electing
Trustees unless less than a majority of the Trustees holding office
have been elected by shareholders, at which time the Trustees then in
office will call a shareholder meeting for the election of Trustees.
Under the 1940 Act, shareholders of record of at least two-thirds of
the outstanding shares of an investment company may remove a Trustee
by votes cast in person or by proxy at a meeting called for that
purpose. The Trustees are required to call a meeting of shareholders
for the purpose of voting upon the question of removal of any Trustee
when requested in writing to do so by the shareholders of record
holding at least 10% of the trust's outstanding shares.
FEDERAL INCOME TAX CONSIDERATIONS
The exchange of United Kingdom Fund's assets for Europe Fund's shares
and the assumption of the liabilities of United Kingdom Fund by Europe
Fund is intended to qualify for federal income tax purposes as a
tax-free reorganization under the Code. With respect to the
Reorganization, the participating funds have received an opinion from
Kirkpatrick & Lockhart LLP, counsel to United Kingdom Fund and Europe
Fund, substantially to the effect that:
(i) The acquisition by Europe Fund of all of the assets of United
Kingdom Fund solely in exchange for Europe Fund shares and the
assumption by Europe Fund of United Kingdom Fund's liabilities,
followed by the distribution by United Kingdom Fund of Europe Fund
shares to the shareholders of United Kingdom Fund pursuant to the
liquidation of United Kingdom Fund and constructively in exchange for
their United Kingdom Fund shares, will constitute a reorganization
within the meaning of section 368(a)(1)(C) of the Code, and United
Kingdom Fund and Europe Fund will each be "a party to a
reorganization" within the meaning of section 368(b) of the Code;
(ii) No gain or loss will be recognized by United Kingdom Fund upon
the transfer of all of its assets to Europe Fund in exchange solely
for Europe Fund shares and Europe Fund's assumption of United Kingdom
Fund's liabilities, followed by United Kingdom Fund's subsequent
distribution of those shares to shareholders in liquidation of United
Kingdom Fund;
(iii) No gain or loss will be recognized by Europe Fund upon the
receipt of the assets of United Kingdom Fund in exchange solely for
Europe Fund shares and its assumption of United Kingdom Fund's
liabilities;
(iv) The shareholders of United Kingdom Fund will recognize no gain
or loss upon the exchange of their United Kingdom Fund shares solely
for Europe Fund shares;
(v) The basis of United Kingdom Fund's assets in the hands of Europe
Fund will be the same as the basis of those assets in the hands of
United Kingdom Fund immediately prior to the Reorganization, and the
holding period of those assets in the hands of Europe Fund will
include the holding period of those assets in the hands of United
Kingdom Fund;
(vi) The basis of United Kingdom Fund shareholders in Europe Fund
shares will be the same as their basis in United Kingdom Fund shares
to be surrendered in exchange therefor; and
(vii) The holding period of the Europe Fund shares to be received by
the United Kingdom Fund shareholders will include the period during
which the United Kingdom Fund shares to be surrendered in exchange
therefor were held, provided such United Kingdom Fund shares were held
as capital assets by those shareholders on the date of the
Reorganization.
Shareholders of United Kingdom Fund should consult their tax advisers
regarding the effect, if any, of the proposed Reorganization in light
of their individual circumstances. Because the foregoing discussion
only relates to the federal income tax consequences of the
Reorganization, those shareholders also should consult their tax
advisers as to state and local tax consequences, if any, of the
Reorganization.
CAPITALIZATION
The following table shows the capitalization of the United Kingdom
Fund and Europe Fund as of October 31, 1999 and on a pro forma
combined basis (unaudited) as of that date giving effect to the
Reorganization.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Net Assets NAV per Share Shares Outstanding
United Kingdom Fund $ 6,429,508 $ 14.64 439,189
Europe Fund $ 1,317,402,134 $ 34.09 38,641,105
Pro Forma Combined Fund $ 1,323,831,642 $ 34.09 38,829,709
</TABLE>
CONCLUSION
The Agreement and Plan of Reorganization and the transactions
provided for therein were approved by the Board at a meeting held on
January 20, 2000. The Board of Trustees of the trust determined that
the proposed Reorganization is in the best interests of shareholders
of each fund and that the interests of existing shareholders of United
Kingdom Fund and Europe Fund would not be diluted as a result of the
Reorganization. In the event that the Reorganization is not
consummated, United Kingdom Fund will continue to engage in business
as a fund of a registered investment company and the Board of the
trust will consider other proposals for the reorganization or
liquidation of the fund.
ADDITIONAL INFORMATION ABOUT EUROPE FUND
Europe Fund's Prospectus dated December 29, 1999 and supplement dated
April 1, 2000, is enclosed with this Proxy Statement and is
incorporated herein by reference. The Prospectus contains additional
information about the fund including its investment objective and
policies, investment adviser, advisory fees and expenses,
organization, and procedures for purchasing and redeeming shares. The
Prospectus also contains Europe Fund financial highlights for each of
the five fiscal years ended October 31, as shown below:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
EUROPE FUND
Years ended October 31, 1999 1998 1997 1996 1995
SELECTED PER-SHARE DATA
Net asset value, beginning of $ 32.82 $ 31.05 $ 27.12 $ 23.51 $ 21.18
period
Income from Investment
Operations
Net investment income .25 C .39 C .44 C .30 C .27
Net realized and unrealized 3.54 4.10 5.44 4.23 2.37
gain (loss)
Total from investment 3.79 4.49 5.88 4.53 2.64
operations
Less Distributions
From net investment income (.28) (.39) (.24) (.12) (.20)
From net realized gain (2.25) (2.35) (1.73) (.81) (.11)
Total distributions (2.53) (2.74) (1.97) (.93) (.31)
Redemption fees added to paid .01 .02 .02 .01 -
in capital
Net asset value, end of period $ 34.09 $ 32.82 $ 31.05 $ 27.12 $ 23.51
TOTAL RETURN A, B 12.18% 15.45% 23.35% 20.14% 12.76%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period $ 1,317,402 $ 1,586,358 $ 916,108 $ 691,762 $ 492,867
(000 omitted)
Ratio of expenses to average .96% 1.10% 1.19% 1.27% 1.18% D
net assets
Ratio of expenses to average .89% E 1.09% E 1.18% E 1.27% 1.18%
net assets after expense
reductions
Ratio of net investment .76% 1.15% 1.53% 1.20% 1.12%
income to average net assets
Portfolio turnover rate 106% 114% 57% 45% 38%
</TABLE>
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
D FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.
MISCELLANEOUS
LEGAL MATTERS. Certain legal matters in connection with the issuance
of Europe Fund shares have been passed upon by Kirkpatrick & Lockhart
LLP, counsel to the trust.
EXPERTS. The audited financial statements of France Fund, Germany
Fund, United Kingdom Fund and Europe Fund incorporated by reference
into the Statements of Additional Information, have been examined by
PricewaterhouseCoopers LLP, independent accountants, whose reports
thereon are included in the Annual Report to Shareholders for the
fiscal year ended October 31, 1999. The financial statements audited
by PricewaterhouseCoopers LLP have been incorporated by reference in
reliance on their reports given on their authority as experts in
auditing and accounting.
AVAILABLE INFORMATION. The trust is subject to the informational
requirements of the Securities and Exchange Act of 1934 and the 1940
Act, and in accordance therewith file reports, proxy material, and
other information with the SEC. Such reports, proxy material, and
other information can be inspected and copied at the Public Reference
Room maintained by the SEC at 450 Fifth Street, N.W., Washington D.C.
20549 and 7 World Trade Center, New York, NY 10048. Copies of such
material can also be obtained from the Public Reference Branch, Office
of Consumer Affairs and Information Services, Securities and Exchange
Commission, Washington D.C. 20549, at prescribed rates.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR
NOMINEES. Please advise Fidelity Investment Trust, in care of Fidelity
Distributors Corporation, 82 Devonshire Street, Boston, Massachusetts
02109, 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 you wish to receive in order to supply copies to the
beneficial owners of the respective shares.
ATTACHMENT 1
EXCERPTS FROM THE ANNUAL REPORT OF FIDELITY EUROPE FUND DATED OCTOBER
31, 1999.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
Fidelity Europe 12.18% 16.69% 12.81%
Fidelity Europe (incl. 8.82% 15.99% 12.47%
3.00% sales charge)
MSCI Europe 12.79% 18.51% 14.50%
European Region Funds Average 10.72% 15.72% 10.65%
AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year.
$10,000 OVER 10 YEARS
Europe MS Europe (Net MA tax)
00301 MS002
1989/10/31 9700.00 10000.00
1989/11/30 10267.55 10555.22
1989/12/31 10967.16 11691.34
1990/01/31 11104.17 11660.01
1990/02/28 10817.10 11380.61
1990/03/31 11143.31 11541.18
1990/04/30 10921.49 11234.90
1990/05/31 11593.48 12149.26
1990/06/30 12076.27 12575.96
1990/07/31 12806.98 13105.55
1990/08/31 11280.32 11806.15
1990/09/30 10164.68 10415.73
1990/10/31 10621.38 11293.47
1990/11/30 10608.33 11406.96
1990/12/31 10463.65 11242.22
1991/01/31 10670.66 11620.50
1991/02/28 11318.38 12636.97
1991/03/31 10710.72 11788.90
1991/04/30 10684.01 11665.65
1991/05/31 10730.76 12009.76
1991/06/30 9789.23 11001.83
1991/07/31 10283.36 11763.27
1991/08/31 10490.37 11978.04
1991/09/30 10870.98 12338.01
1991/10/31 10637.27 12078.10
1991/11/30 10316.75 11793.78
1991/12/31 10898.96 12716.29
1992/01/31 10947.28 12712.63
1992/02/29 11078.42 12761.44
1992/03/31 10698.79 12314.83
1992/04/30 11402.84 12994.51
1992/05/31 11961.94 13733.98
1992/06/30 11851.50 13478.22
1992/07/31 11423.54 12996.68
1992/08/31 11458.06 12954.30
1992/09/30 11278.59 12740.05
1992/10/31 10436.50 11851.13
1992/11/30 10429.59 11845.34
1992/12/31 10623.93 12117.08
1993/01/31 10567.64 12137.44
1993/02/28 10630.96 12276.30
1993/03/31 11327.50 12907.83
1993/04/30 11700.39 13192.52
1993/05/31 11841.11 13334.45
1993/06/30 11510.43 13139.65
1993/07/31 11517.46 13184.75
1993/08/31 12453.21 14341.72
1993/09/30 12439.14 14297.17
1993/10/31 12966.82 14892.79
1993/11/30 12713.53 14571.31
1993/12/31 13509.90 15665.30
1994/01/31 14484.98 16463.06
1994/02/28 14145.82 15880.04
1994/03/31 13750.13 15430.58
1994/04/30 14145.82 16069.54
1994/05/31 13601.75 15386.46
1994/06/30 13439.24 15224.91
1994/07/31 14053.97 16022.84
1994/08/31 14499.11 16531.04
1994/09/30 14301.27 15875.53
1994/10/31 14965.46 16567.13
1994/11/30 14407.26 15932.53
1994/12/31 14355.09 16023.10
1995/01/31 14046.45 15897.66
1995/02/28 14297.67 16257.85
1995/03/31 14642.19 17012.30
1995/04/30 15137.44 17556.35
1995/05/31 15438.90 17915.81
1995/06/30 15876.73 18084.71
1995/07/31 16587.30 19027.36
1995/08/31 16271.49 18291.80
1995/09/30 16989.25 18844.37
1995/10/31 16874.41 18755.36
1995/11/30 16766.74 18888.72
1995/12/31 17058.88 19487.31
1996/01/31 17111.21 19614.70
1996/02/29 17739.14 19972.03
1996/03/31 18172.71 20210.85
1996/04/30 18449.30 20357.08
1996/05/31 18980.06 20514.39
1996/06/30 19181.89 20740.27
1996/07/31 18815.60 20480.48
1996/08/31 19451.01 21088.22
1996/09/30 19779.93 21531.95
1996/10/31 20273.30 22031.82
1996/11/30 21050.75 23148.27
1996/12/31 21430.63 23596.67
1997/01/31 21342.04 23666.75
1997/02/28 21801.09 23986.25
1997/03/31 22211.83 24768.20
1997/04/30 22131.29 24651.30
1997/05/31 23162.15 25710.57
1997/06/30 24289.65 27003.29
1997/07/31 25054.75 28273.53
1997/08/31 23886.97 26663.08
1997/09/30 26101.71 29253.92
1997/10/31 25006.42 27826.04
1997/11/30 25497.69 28260.40
1997/12/31 26335.50 29299.82
1998/01/31 27347.05 30526.31
1998/02/28 29220.61 32919.88
1998/03/31 31331.68 35271.68
1998/04/30 32105.73 35963.71
1998/05/31 32396.00 36699.89
1998/06/30 32730.25 37109.82
1998/07/31 33636.25 37850.91
1998/08/31 27514.17 33097.97
1998/09/30 27047.98 31782.99
1998/10/31 28868.77 34335.49
1998/11/30 30522.44 36170.37
1998/12/31 31805.63 37760.06
1999/01/31 32242.62 37524.82
1999/02/28 30979.14 36580.32
1999/03/31 31017.14 36987.82
1999/04/30 31207.14 38096.72
1999/05/31 29696.65 36273.79
1999/06/30 30846.14 36892.98
1999/07/31 30855.64 37242.73
1999/08/31 31026.64 37628.57
1999/09/30 31017.14 37345.98
1999/10/29 32385.12 38727.79
IMATRL PRASUN SHR__CHT 19991031 19991109 144544 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Europe Fund on October 31, 1989, and the current
3.00% sales charge was paid. As the chart shows, by October 31, 1999,
the value of the investment would have grown to $32,385 - a 223.85%
increase on the initial investment. For comparison, look at how the
Morgan Stanley Capital International Europe Index did over the same
period. With dividends and capital gains, if any, reinvested, the same
$10,000 would have grown to $38,728 - a 287.28% increase.
(photograph of Thierry Serero)
An interview with Thierry Serero, Portfolio Manager of Fidelity Europe
Fund
Q. HOW DID THE FUND PERFORM, THIERRY?
A. For the 12 months ending October 31, 1999, the fund returned
12.18%, while the Morgan Stanley Capital International Europe Index
returned 12.79%. Meanwhile, the European region funds average, as
tracked by Lipper Inc., returned 10.72%.
Q. WHAT FACTORS INFLUENCED THE PERFORMANCE OF EUROPEAN STOCK MARKETS
DURING THE PAST 12 MONTHS?
A. European stock markets rose during much of the period after
interest-rate cuts in the U.S. and most other major countries helped
restore investor confidence. The successful introduction of the
European single currency - the euro - and strengthening economic
growth in Europe provided a positive backdrop for equity investors.
Increased merger and acquisition activity and upward revisions of
corporate profit growth also helped the investment environment.
Against this backdrop, the emergence of fears in the summer of 1999
that interest rates in Europe and the U.K. could rise had a relatively
limited impact on stock markets.
Q. THE FUND OUTPERFORMED ITS PEER GROUP AVERAGE, BUT SLIGHTLY TRAILED
ITS BENCHMARK RETURN. WHY?
A. During certain times within the 12-month period, the fund suffered
from its heavy bias toward growth stocks and performed significantly
worse than the index, particularly in the early spring of 1999 and
again in July and August when many investors favored value stocks over
growth. My investment style favors growth rather than value. This
proved beneficial when interest rate-sensitive growth stocks reversed
some of their earlier relative losses against the market, particularly
in early summer and early autumn when the fund performed significantly
better than the market.
Q. WHICH FUND HOLDINGS PERFORMED PARTICULARLY WELL?
A. Shares in manufacturers of mobile phone equipment, such as Nokia;
operators of mobile phone networks, such as Vodafone AirTouch and
Mannesmann; and operators of data networks, such as Equant, were
strong contributors to performance. These companies benefited from the
rapid expansion of mobile and data traffic. This is expected to
continue for some time and should lead to increased growth in
corporate profits. Another factor driving share prices was the ongoing
merger and acquisition activity among telecommunications companies.
Q. WERE THERE ANY DISAPPOINTMENTS?
A. The fund's two largest pharmaceutical holdings proved
disappointing. Swiss company Novartis and U.K.-based Glaxo Wellcome
suffered when these companies - the world's third- and fourth-largest
pharmaceutical manufacturers, respectively - warned that 1999's
profits would be lower than anticipated. Furthermore, they were
affected, along with other pharmaceutical shares, by the preference
investors had for cyclical stocks.
Q. DID YOU MAKE MAJOR CHANGES TO THE PORTFOLIO?
A. The main change I carried out this year was to increase those
holdings where I had the strongest conviction. This resulted in a
reduction of holdings in the fund and sharpened the focus on the most
attractive companies within each sector. Overall, the emphasis
continues to be on growth stocks, but the type of growth stocks held
has changed. A year ago the majority of the holdings were
restructuring stories, but now the fund contains many long-term growth
stories that are not dependent on a strong economy to grow their
business. Examples are Equant and Synthes-Stratec. A second group
includes companies that have implemented their restructuring programs
and are poised to benefit in terms of long-term growth in revenues and
profits. Examples of this are Mannesmann or Preussag.
Q. WHAT IS YOUR OUTLOOK FOR THE EUROPEAN MARKET?
A. Improving economic growth prospects have resulted in increased
inflationary expectations as shown by the rise in bond yields earlier
this year. While smaller and cyclical companies performed better than
growth companies in this environment, I believe these conditions will
not continue. In my opinion, the low-inflation environment, in place
through much of the 1990s, will re-emerge as the dominant influence on
the stock market over the longer term. Such an environment restricts
the ability of companies to increase prices and, consequently, forces
them to continue to improve profitability by controlling costs,
increasing market share and becoming more competitive. The portfolio
is positioned to benefit from companies' long-term growth in revenues
and profits against a background of low inflation, and I believe that
we have identified those companies that should perform relatively well
in this environment.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO
MANAGER ONLY THROUGH OCTOBER 31, 1999. THE MANAGER'S VIEWS ARE SUBJECT
TO CHANGE AT ANY TIME BASED ON MARKET OR OTHER CONDITIONS.
ATTACHMENT 2
ANNUAL FUND OPERATING EXPENSES FOR CERTAIN REORGANIZATIONS (AS OF
10/31/99)
IF JUST THE FRANCE FUND REORGANIZATION IS APPROVED:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
France Fund Europe Fund Pro Forma Expenses Combined
Fund
Management Fees 0.74% 0.60% 0.60%
Distribution and Service None None None
(12b-1) fee
Other Expenses 2.12% 0.36% 0.36%
Total Fund Operating ExpensesB 2.86%A 0.96% 0.96%
</TABLE>
EXAMPLE:
After 1 Year After 3 Years After 5 Years After 10 Years
France Fund $ 580 $ 1,159 $ 1,763 $ 3,390
Europe Fund $ 98 $ 306 $ 531 $ 1,178
Combined Fund $ 98 $ 306 $ 531 $ 1,178
IF JUST THE GERMANY FUND REORGANIZATION IS APPROVED:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Germany Fund Europe Fund Pro Forma Expenses Combined
Fund
Management Fees 0.74% 0.60% 0.60%
Distribution and Service None None None
(12b-1) fee
Other Expenses 1.16% 0.36% 0.36%
Total Fund Operating ExpensesB 1.90%A 0.96% 0.96%
</TABLE>
EXAMPLE:
After 1 Year After 3 Years After 5 Years After 10 Years
Germany Fund $ 487 $ 879 $ 1,296 $ 2,455
Europe Fund $ 98 $ 306 $ 531 $ 1,178
Combined Fund $ 98 $ 306 $ 531 $ 1,178
IF JUST THE UNITED KINGDOM FUND REORGANIZATION IS APPROVED:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
United Kingdom Fund Europe Fund Pro Forma Expenses Combined
Fund
Management Fees 0.73% 0.60% 0.60%
Distribution and Service None None None
(12b-1) fee
Other Expenses 2.83% 0.36% 0.36%
Total Fund Operating ExpensesB 3.56%A 0.96% 0.96%
</TABLE>
A FMR has voluntarily agreed to reimburse each fund to the extent that
total operating expenses (excluding interest, taxes, securities
lending costs, brokerage commissions and extraordinary expenses), as a
percentage of its average net assets, exceed 2.00%. These arrangements
can be discontinued by FMR at any time.
B The total operating expenses provided for each fund do not reflect
the effect of any expense reimbursements or reduction of certain
expenses during the period. Including these reductions, the total fund
operating expenses, after reimbursement would have been 1.98% for
France Fund, 1.79% for Germany Fund, 1.98% for United Kingdom Fund,
0.89% for Europe Fund, and 0.89% for the Combined Fund.
EXAMPLE:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
After 1 Year After 3 Years After 5 Years After 10 Years
United Kingdom Fund $ 648 $ 1,359 $ 2,090 $ 4,012
Europe Fund $ 98 $ 306 $ 531 $ 1,178
Combined Fund $ 98 $ 306 $ 531 $ 1,178
</TABLE>
IF JUST THE FRANCE FUND AND GERMANY FUND REORGANIZATIONS ARE APPROVED:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
France Fund Germany Fund Europe Fund Pro Forma Expenses Combined
Fund
Management Fees 0.74% 0.74% 0.60% 0.60%
Distribution and Service None None None None
(12b-1) fee
Other Expenses 2.12% 1.16% 0.36% 0.36%
Total Fund Operating ExpensesB 2.86%A 1.90%A 0.96% 0.96%
</TABLE>
EXAMPLE:
After 1 Year After 3 Years After 5 Years After 10 Years
France Fund $ 580 $ 1,159 $ 1,763 $ 3,390
Germany Fund $ 487 $ 879 $ 1,296 $ 2,455
Europe Fund $ 98 $ 306 $ 531 $ 1,178
Combined Fund $ 98 $ 306 $ 531 $ 1,178
IF JUST THE FRANCE FUND AND UNITED KINGDOM FUND REORGANIZATIONS ARE
APPROVED:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
France Fund United Kingdom Fund Europe Fund Pro Forma Expenses Combined
Fund
Management Fees 0.74% 0.73% 0.60% 0.60%
Distribution and Service None None None None
(12b-1) fee
Other Expenses 2.12% 2.83% 0.36% 0.36%
Total Fund Operating ExpensesB 2.86%A 3.56%A 0.96% 0.96%
</TABLE>
EXAMPLE:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
After 1 Year After 3 Years After 5 Years After 10 Years
France Fund $ 580 $ 1,159 $ 1,763 $ 3,390
United Kingdom Fund $ 648 $ 1,359 $ 2,090 $ 4,012
Europe Fund $ 98 $ 306 $ 531 $ 1,178
Combined Fund $ 98 $ 306 $ 531 $ 1,178
</TABLE>
A FMR has voluntarily agreed to reimburse each fund to the extent that
total operating expenses (excluding interest, taxes, securities
lending costs, brokerage commissions and extraordinary expenses), as a
percentage of its average net assets, exceed 2.00%. These arrangements
can be discontinued by FMR at any time.
B The total operating expenses provided for each fund do not reflect
the effect of any expense reimbursements or reduction of certain
expenses during the period. Including these reductions, the total fund
operating expenses, after reimbursement would have been 1.98% for
France Fund, 1.79% for Germany Fund, 1.98% for United Kingdom Fund,
0.89% for Europe Fund, and 0.89% for the Combined Fund.
IF JUST THE GERMANY FUND AND UNITED KINGDOM FUND REORGANIZATIONS ARE
APPROVED:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Germany Fund United Kingdom Fund Europe Fund Pro Forma Expenses Combined
Fund
Management Fees 0.74% 0.73% 0.60% 0.60%
Distribution and Service None None None None
(12b-1) fee
Other Expenses 1.16% 2.83% 0.36% 0.36%
Total Fund Operating ExpensesB 1.90%A 3.56%A 0.96% 0.96%
</TABLE>
EXAMPLE:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
After 1 Year After 3 Years After 5 Years After 10 Years
Germany Fund $ 487 $ 879 $ 1,296 $ 2,455
United Kingdom Fund $ 648 $ 1,359 $ 2,090 $ 4,012
Europe Fund $ 98 $ 306 $ 531 $ 1,178
Combined Fund $ 98 $ 306 $ 531 $ 1,178
</TABLE>
A FMR has voluntarily agreed to reimburse each fund to the extent that
total operating expenses (excluding interest, taxes, securities
lending costs, brokerage commissions and extraordinary expenses), as a
percentage of its average net assets, exceed 2.00%. These arrangements
can be discontinued by FMR at any time.
B The total operating expenses provided for each fund do not reflect
the effect of any expense reimbursements or reduction of certain
expenses during the period. Including these reductions, the total fund
operating expenses, after reimbursement would have been 1.98% for
France Fund, 1.79% for Germany Fund, 1.98% for United Kingdom Fund,
0.89% for Europe Fund, and 0.89% for the Combined Fund.
EXHIBIT 1
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as
of May 22, 2000, by and between Fidelity France Fund (France Fund) and
Fidelity Europe Fund (Europe Fund), funds of Fidelity Investment Trust
(the trust). The trust is a duly organized business trust under the
laws of the Commonwealth of Massachusetts with its principal place of
business at 82 Devonshire Street, Boston, Massachusetts 02109. Europe
Fund and France Fund may be referred to herein collectively as the
"Funds" or each individually as the "Fund."
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of Section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended (the Code). The
reorganization will comprise: (a) the transfer of all of the assets of
France Fund to Europe Fund solely in exchange for shares of beneficial
interest in Europe Fund (the Europe Fund Shares) and the assumption by
Europe Fund of France Fund's liabilities; and (b) the constructive
distribution of such shares by France Fund PRO RATA to its
shareholders in complete liquidation and termination of France Fund in
exchange for all of France Fund's outstanding shares. France Fund
shall receive shares of Europe Fund having an aggregate net asset
value equal to the value of the assets of France Fund on the Closing
Date (as defined in Section 6), which France Fund shall then
distribute PRO RATA to its shareholders. The foregoing transactions
are referred to herein as the "Reorganization."
In consideration of the mutual promises and subject to the terms and
conditions herein, the parties covenant and agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF FRANCE FUND. France Fund
represents and warrants to and agrees with Europe Fund that:
(a) France Fund is a series of Fidelity Investment Trust, a business
trust duly organized, validly existing, and in good standing under the
laws of the Commonwealth of Massachusetts, and has the power to own
all of its properties and assets and to carry out its obligations
under this Agreement. It has all necessary federal, state, and local
authorizations to carry on its business as now being conducted and to
carry out this Agreement;
(b) Fidelity Investment Trust is an open-end, management investment
company duly registered under the Investment Company Act of 1940, as
amended (the 1940 Act), and such registration is in full force and
effect;
(c) The Prospectus and Statement of Additional Information of France
Fund dated December 29, 1999, [and supplement dated January 29, 2000],
previously furnished to Europe Fund, did not and do not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of France Fund, threatened against France
Fund which assert liability on the part of France Fund. France Fund
knows of no facts which might form the basis for the institution of
such proceedings;
(e) France Fund is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws,
or, to the knowledge of France Fund, of any agreement, indenture,
instrument, contract, lease, or other undertaking to which France Fund
is a party or by which France Fund is bound or result in the
acceleration of any obligation or the imposition of any penalty under
any agreement, judgment or decree to which France Fund is a party or
is bound;
(f) The Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, Financial
Highlights, and the Schedule of Investments (including market values)
of France Fund at October 31, 1999, have been audited by
PricewaterhouseCoopers LLP, independent accountants, and have been
furnished to Europe Fund. Said Statement of Assets and Liabilities and
Schedule of Investments fairly present the Fund's financial position
as of such date and said Statement of Operations, Statement of Changes
in Net Assets, and Financial Highlights fairly reflect its results of
operations, changes in financial position, and financial highlights
for the periods covered thereby in conformity with generally accepted
accounting principles consistently applied;
(g) France Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of October 31, 1999 and
those incurred in the ordinary course of France Fund's business as an
investment company since October 31, 1999;
(h) The registration statement (Registration Statement) filed with
the Securities and Exchange Commission (Commission) by Fidelity
Investment Trust on Form N-14 relating to the shares of Europe Fund
issuable hereunder and the proxy statement of France Fund included
therein (Proxy Statement), on the effective date of the Registration
Statement and insofar as they relate to France Fund (i) comply in all
material respects with the provisions of the Securities Act of 1933,
as amended (the 1933 Act), the Securities Exchange Act of 1934, as
amended (the 1934 Act), and the 1940 Act, and the rules and
regulations thereunder, and (ii) do not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; and at the time of the shareholders' meeting referred to
in Section 7 and on the Closing Date, the prospectus contained in the
Registration Statement of which the Proxy Statement is a part (the
Prospectus), as amended or supplemented, insofar as it relates to
France Fund, does not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
(i) All material contracts and commitments of France Fund (other than
this Agreement) will be terminated without liability to France Fund
prior to the Closing Date (other than those made in connection with
redemptions of shares and the purchase and sale of portfolio
securities made in the ordinary course of business);
(j) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by France Fund
of the transactions contemplated by this Agreement, except such as
have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and
state securities or blue sky laws (which term as used herein shall
include the District of Columbia and Puerto Rico);
(k) France Fund has filed or will file all federal and state tax
returns which, to the knowledge of France Fund's officers, are
required to be filed by France Fund and has paid or will pay all
federal and state taxes shown to be due on said returns or provision
shall have been made for the payment thereof, and, to the best of
France Fund's knowledge, no such return is currently under audit and
no assessment has been asserted with respect to such returns;
(l) France Fund has met the requirements of Subchapter M of the Code
for qualification and treatment as a regulated investment company for
all prior taxable years and intends to meet such requirements for its
current taxable year ending on the Closing Date;
(m) All of the issued and outstanding shares of France Fund are, and
at the Closing Date will be, duly and validly issued and outstanding
and fully paid and nonassessable as a matter of Massachusetts law
(except as disclosed in the Fund's Statement of Additional
Information), and have been offered for sale and in conformity with
all applicable federal securities laws. All of the issued and
outstanding shares of France Fund will, at the Closing Date, be held
by the persons and in the amounts set forth in the list of
shareholders submitted to Europe Fund in accordance with this
Agreement;
(n) As of both the Valuation Time (as defined in Section 4) and the
Closing Date, France Fund will have the full right, power, and
authority to sell, assign, transfer, and deliver its portfolio
securities and any other assets of France Fund to be transferred to
Europe Fund pursuant to this Agreement. As of the Closing Date,
subject only to the delivery of France Fund's portfolio securities and
any such other assets as contemplated by this Agreement, Europe Fund
will acquire France Fund's portfolio securities and any such other
assets subject to no encumbrances, liens, or security interests
(except for those that may arise in the ordinary course and are
disclosed to Europe Fund) and without any restrictions upon the
transfer thereof; and
(o) The execution, performance, and delivery of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of France Fund, and this Agreement
constitutes a valid and binding obligation of France Fund enforceable
in accordance with its terms, subject to shareholder approval.
2. REPRESENTATIONS AND WARRANTIES OF EUROPE FUND. Europe Fund
represents and warrants to and agrees with France Fund that:
(a) Europe Fund is a series of Fidelity Investment Trust, a business
trust duly organized, validly existing, and in good standing under the
laws of the Commonwealth of Massachusetts, and has the power to own
all of its properties and assets and to carry out its obligations
under this Agreement. It has all necessary federal, state, and local
authorizations to carry on its business as now being conducted and to
carry out this Agreement;
(b) Fidelity Investment Trust is an open-end, management investment
company duly registered under the 1940 Act, and such registration is
in full force and effect;
(c) The Prospectus and Statement of Additional Information of Europe
Fund, dated December 29, 1999 and supplement dated [March 1, 2000],
previously furnished to France Fund did not and do not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Europe Fund, threatened against Europe
Fund which assert liability on the part of Europe Fund. Europe Fund
knows of no facts which might form the basis for the institution of
such proceedings;
(e) Europe Fund is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws,
or, to the knowledge of Europe Fund, of any agreement, indenture,
instrument, contract, lease, or other undertaking to which Europe Fund
is a party or by which Europe Fund is bound or result in the
acceleration of any obligation or the imposition of any penalty under
any agreement, judgment, or decree to which Europe Fund is a party or
is bound;
(f) The Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, Financial
Highlights, and the Schedule of Investments (including market values)
of Europe Fund at October 31, 1999, have been audited by
PricewaterhouseCoopers LLP, independent accountants, and have been
furnished to France Fund. Said Statement of Assets and Liabilities and
Schedule of Investments fairly present its financial position as of
such date and said Statement of Operations, Statement of Changes in
Net Assets, and Financial Highlights fairly reflect its results of
operations, changes in financial position, and financial highlights
for the periods covered thereby in conformity with generally accepted
accounting principles consistently applied;
(g) Europe Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of October 31, 1999 and
those incurred in the ordinary course of Europe Fund's business as an
investment company since October 31, 1999;
(h) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Europe Fund
of the transactions contemplated by this Agreement, except such as
have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and
state securities or blue sky laws (which term as used herein shall
include the District of Columbia and Puerto Rico);
(i) Europe Fund has filed or will file all federal and state tax
returns which, to the knowledge of Europe Fund's officers, are
required to be filed by Europe Fund and has paid or will pay all
federal and state taxes shown to be due on said returns or provision
shall have been made for the payment thereof, and, to the best of
Europe Fund's knowledge, no such return is currently under audit and
no assessment has been asserted with respect to such returns;
(j) Europe Fund has met the requirements of Subchapter M of the Code
for qualification and treatment as a regulated investment company for
all prior taxable years and intends to meet such requirements for its
current taxable year ending on October 31, 2000;
(k) As of the Closing Date, the shares of beneficial interest of
Europe Fund to be issued to France Fund will have been duly authorized
and, when issued and delivered pursuant to this Agreement, will be
legally and validly issued and will be fully paid and nonassessable
(except as disclosed in the Fund's Statement of Additional
Information) by Europe Fund, and no shareholder of Europe Fund will
have any preemptive right of subscription or purchase in respect
thereof;
(l) The execution, performance, and delivery of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of Europe Fund, and this Agreement
constitutes a valid and binding obligation of Europe Fund enforceable
in accordance with its terms, subject to approval by the shareholders
of France Fund;
(m) The Registration Statement and the Proxy Statement, on the
effective date of the Registration Statement and insofar as they
relate to Europe Fund, (i) will comply in all material respects with
the provisions of the 1933 Act, the 1934 Act, and the 1940 Act, and
the rules and regulations thereunder, and (ii) will not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; and at the time of the shareholders' meeting
referred to in Section 7 and on the Closing Date, the Prospectus, as
amended or supplemented, insofar as it relates to Europe Fund, will
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading;
(n) The issuance of the Europe Fund Shares pursuant to this Agreement
will be in compliance with all applicable federal securities laws; and
(o) All of the issued and outstanding shares of beneficial interest
of Europe Fund have been offered for sale and sold in conformity with
the federal securities laws.
3. REORGANIZATION.
(a) Subject to the requisite approval of the shareholders of France
Fund and to the other terms and conditions contained herein, France
Fund agrees to assign, sell, convey, transfer, and deliver to Europe
Fund as of the Closing Date all of the assets of France Fund of every
kind and nature existing on the Closing Date. Europe Fund agrees in
exchange therefor: (i) to assume all of France Fund's liabilities
existing on or after the Closing Date, whether or not determinable on
the Closing Date, and (ii) to issue and deliver to France Fund the
number of full and fractional shares of Europe Fund having an
aggregate net asset value equal to the value of the assets of France
Fund transferred hereunder, less the value of the liabilities of
France Fund, determined as provided for under Section 4.
(b) The assets of France Fund to be acquired by Europe Fund shall
include, without limitation, all cash, cash equivalents, securities,
receivables (including interest or dividends receivables), claims,
choses in action, and other property owned by France Fund, and any
deferred or prepaid expenses shown as an asset on the books of France
Fund on the Closing Date. France Fund will pay or cause to be paid to
Europe Fund any dividend or interest payments received by it on or
after the Closing Date with respect to the assets transferred to
Europe Fund hereunder, and Europe Fund will retain any dividend or
interest payments received by it after the Valuation Time with respect
to the assets transferred hereunder without regard to the payment date
thereof.
(c) The liabilities of France Fund to be assumed by Europe Fund shall
include (except as otherwise provided for herein) all of France Fund's
liabilities, debts, obligations, and duties, of whatever kind or
nature, whether absolute, accrued, contingent, or otherwise, whether
or not arising in the ordinary course of business, whether or not
determinable on the Closing Date, and whether or not specifically
referred to in this Agreement. Notwithstanding the foregoing, France
Fund agrees to use its best efforts to discharge all of its known
liabilities prior to the Closing Date, other than liabilities incurred
in the ordinary course of business.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable, France Fund will constructively distribute
PRO RATA to its shareholders of record, determined as of the Valuation
Time on the Closing Date, the Europe Fund Shares in exchange for such
shareholders' shares of beneficial interest in France Fund and France
Fund will be liquidated in accordance with France Fund's Amended and
Restated Declaration of Trust. Such distribution shall be accomplished
by the Funds' transfer agent opening accounts on Europe Fund's share
transfer books in the names of the France Fund shareholders and
transferring the Europe Fund Shares thereto. Each France Fund
shareholder's account shall be credited with the respective PRO RATA
number of full and fractional (rounded to the third decimal place)
Europe Fund Shares due that shareholder. All outstanding France Fund
shares, including any represented by certificates, shall
simultaneously be canceled on France Fund's share transfer records.
Europe Fund shall not issue certificates representing the Europe Fund
Shares in connection with the Reorganization.
(e) Any reporting responsibility of France Fund is and shall remain
its responsibility up to and including the date on which it is
terminated.
(f) Any transfer taxes payable upon issuance of the Europe Fund
Shares in a name other than that of the registered holder on France
Fund's books of the France Fund shares constructively exchanged for
the Europe Fund Shares shall be paid by the person to whom such Europe
Fund Shares are to be issued, as a condition of such transfer.
4. VALUATION.
(a) The Valuation Time shall be as of the close of business of the
New York Stock Exchange on the Closing Date, or such other date as may
be mutually agreed upon in writing by the parties hereto (the
Valuation Time).
(b) As of the Closing Date, Europe Fund will deliver to France Fund
the number of Europe Fund Shares having an aggregate net asset value
equal to the value of the assets of France Fund transferred hereunder
less the liabilities of France Fund, determined as provided in this
Section 4.
(c) The net asset value per share of the Europe Fund Shares to be
delivered to France Fund, the value of the assets of France Fund
transferred hereunder, and the value of the liabilities of France Fund
to be assumed hereunder shall in each case be determined as of the
Valuation Time.
(d) The net asset value per share of the Europe Fund Shares shall be
computed in the manner set forth in the then-current Europe Fund
Prospectus and Statement of Additional Information, and the value of
the assets and liabilities of France Fund shall be computed in the
manner set forth in the then-current France Fund Prospectus and
Statement of Additional Information.
(e) All computations pursuant to this Section shall be made by or
under the direction of Fidelity Service Company, Inc., a wholly-owned
subsidiary of FMR Corp., in accordance with its regular practice as
pricing agent for France Fund and Europe Fund.
5. FEES; EXPENSES.
(a) France Fund shall be responsible for all expenses, fees and other
charges in connection with the transactions contemplated by this
Agreement, provided that they do not exceed the Fund's 2.00% expense
cap. Expenses exceeding the Fund's expense cap will be paid by FMR
(but not including costs incurred in connection with the purchase or
sale of portfolio securities). Any expenses incurred in connection
with the transactions contemplated by this Agreement which may be
attributable to Europe Fund will be borne by Europe Fund.
(b) Each of Europe Fund and France Fund represents that there is no
person who has dealt with it who by reason of such dealings is
entitled to any broker's or finder's or other similar fee or
commission arising out of the transactions contemplated by this
Agreement.
6. CLOSING DATE.
(a) The Reorganization, together with related acts necessary to
consummate the same (the Closing), unless otherwise provided herein,
shall occur at the principal office of the Trust, 82 Devonshire
Street, Boston, Massachusetts, as of the Valuation Time on July 28,
2000, or at some other time, date, and place agreed to by France Fund
and Europe Fund (the Closing Date).
(b) In the event that on the Closing Date: (i) any of the markets for
securities held by the Funds is closed to trading, or (ii) trading
thereon is restricted, or (iii) trading or the reporting of trading on
said market or elsewhere is disrupted, all so that accurate appraisal
of the total net asset value of France Fund and the net asset value
per share of Europe Fund is impracticable, the Valuation Time and the
Closing Date shall be postponed until the first business day after the
day when such trading shall have been fully resumed and such reporting
shall have been restored, or such other date as the parties may agree.
7. SHAREHOLDER MEETING AND TERMINATION OF FRANCE FUND.
(a) France Fund agrees to call a meeting of its shareholders after
the effective date of the Registration Statement, to consider
transferring its assets to Europe Fund as herein provided, adopting
this Agreement, and authorizing the liquidation of France Fund.
(b) France Fund agrees that as soon as reasonably practicable after
distribution of the Europe Fund Shares, France Fund shall be
terminated as a series of Fidelity Investment Trust pursuant to its
Amended and Restated Declaration of Trust, any further actions shall
be taken in connection therewith as required by applicable law, and on
and after the Closing Date France Fund shall not conduct any business
except in connection with its liquidation and termination.
8. CONDITIONS TO OBLIGATIONS OF EUROPE FUND.
(a) That France Fund furnishes to Europe Fund a statement, dated as
of the Closing Date, signed by an officer of Fidelity Investment
Trust, certifying that as of the Valuation Time and the Closing Date
all representations and warranties of France Fund made in this
Agreement are true and correct in all material respects and that
France Fund has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to
such dates;
(b) That France Fund furnishes Europe Fund with copies of the
resolutions, certified by an officer of Fidelity Investment Trust,
evidencing the adoption of this Agreement and the approval of the
transactions contemplated herein by the requisite vote of the holders
of the outstanding shares of beneficial interest of France Fund;
(c) That, on or prior to the Closing Date, France Fund will declare
one or more dividends or distributions which, together with all
previous such dividends or distributions attributable to its current
taxable year, shall have the effect of distributing to the
shareholders of France Fund substantially all of France Fund's
investment company taxable income and all of its net realized capital
gain, if any, as of the Closing Date;
(d) That France Fund shall deliver to Europe Fund at the Closing a
statement of its assets and liabilities, together with a list of its
portfolio securities showing each such security's adjusted tax basis
and holding period by lot, with values determined as provided in
Section 4 of this Agreement, all as of the Valuation Time, certified
on France Fund's behalf by its Treasurer or Assistant Treasurer;
(e) That France Fund's custodian shall deliver to Europe Fund a
certificate identifying the assets of France Fund held by such
custodian as of the Valuation Time on the Closing Date and stating
that as of the Valuation Time: (i) the assets held by the custodian
will be transferred to Europe Fund; (ii) France Fund's assets have
been duly endorsed in proper form for transfer in such condition as to
constitute good delivery thereof; and (iii) to the best of the
custodian's knowledge, all necessary taxes in conjunction with the
delivery of the assets, including all applicable federal and state
stock transfer stamps, if any, have been paid or provision for payment
has been made;
(f) That France Fund's transfer agent shall deliver to Europe Fund at
the Closing a certificate setting forth the number of shares of France
Fund outstanding as of the Valuation Time and the name and address of
each holder of record of any such shares and the number of shares held
of record by each such shareholder;
(g) That France Fund calls a meeting of its shareholders to be held
after the effective date of the Registration Statement, to consider
transferring its assets to Europe Fund as herein provided, adopting
this Agreement, and authorizing the liquidation and termination of
France Fund;
(h) That France Fund delivers to Europe Fund a certificate of an
officer of Fidelity Investment Trust, dated as of the Closing Date,
that there has been no material adverse change in France Fund's
financial position since October 31, 1999, other than changes in the
market value of its portfolio securities, or changes due to net
redemptions of its shares, dividends paid, or losses from operations;
and
(i) That all of the issued and outstanding shares of beneficial
interest of France Fund shall have been offered for sale and sold in
conformity with all applicable state securities laws and, to the
extent that any audit of the records of France Fund or its transfer
agent by Europe Fund or its agents shall have revealed otherwise,
France Fund shall have taken all actions that in the opinion of Europe
Fund are necessary to remedy any prior failure on the part of France
Fund to have offered for sale and sold such shares in conformity with
such laws.
9. CONDITIONS TO OBLIGATIONS OF FRANCE FUND.
(a) That Europe Fund shall have executed and delivered to France Fund
an Assumption of Liabilities, certified by an officer of Fidelity
Investment Trust, dated as of the Closing Date pursuant to which
Europe Fund will assume all of the liabilities of France Fund existing
at the Valuation Time in connection with the transactions contemplated
by this Agreement;
(b) That Europe Fund furnishes to France Fund a statement, dated as
of the Closing Date, signed by an officer of Fidelity Investment
Trust, certifying that as of the Valuation Time and the Closing Date
all representations and warranties of Europe Fund made in this
Agreement are true and correct in all material respects, and Europe
Fund has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to
such dates; and
(c) That France Fund shall have received an opinion of Kirkpatrick &
Lockhart LLP, counsel to France Fund and Europe Fund, to the effect
that the Europe Fund Shares are duly authorized and upon delivery to
France Fund as provided in this Agreement will be validly issued and
will be fully paid and nonassessable by Europe Fund (except as
disclosed in Europe Fund's Statement of Additional Information) and no
shareholder of Europe Fund has any preemptive right of subscription or
purchase in respect thereof.
10. CONDITIONS TO OBLIGATIONS OF EUROPE FUND AND FRANCE FUND.
(a) That this Agreement shall have been adopted and the transactions
contemplated herein shall have been approved by the requisite vote of
the holders of the outstanding shares of beneficial interest of France
Fund;
(b) That all consents of other parties and all other consents,
orders, and permits of federal, state, and local regulatory
authorities (including those of the Commission and of state Blue Sky
and securities authorities, which term as used herein shall include
the District of Columbia and Puerto Rico, and including "no action"
positions of such federal or state authorities) deemed necessary by
Europe Fund or France Fund to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been
obtained, except where failure to obtain any such consent, order, or
permit would not involve a risk of a material adverse effect on the
assets or properties of Europe Fund or France Fund, provided that
either party hereto may for itself waive any of such conditions;
(c) That all proceedings taken by either Fund in connection with the
transactions contemplated by this Agreement and all documents
incidental thereto shall be satisfactory in form and substance to it
and its counsel, Kirkpatrick & Lockhart LLP;
(d) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement;
(e) That the Registration Statement shall have become effective under
the 1933 Act, and no stop order suspending such effectiveness shall
have been instituted or, to the knowledge of Europe Fund and France
Fund, threatened by the Commission; and
(f) That Europe Fund and France Fund shall have received an opinion
of Kirkpatrick & Lockhart LLP satisfactory to Europe Fund and France
Fund that for federal income tax purposes:
(i) The Reorganization will be a reorganization under section
368(a)(1)(C) of the Code, and France Fund and Europe Fund will each be
parties to the Reorganization under section 368(b) of the Code;
(ii) No gain or loss will be recognized by France Fund upon the
transfer of all of its assets to Europe Fund in exchange solely for
the Europe Fund Shares and the assumption of France Fund's liabilities
followed by the distribution of those Europe Fund Shares to the
shareholders of France Fund in liquidation of France Fund;
(iii) No gain or loss will be recognized by Europe Fund on the
receipt of France Fund's assets in exchange solely for the Europe Fund
Shares and the assumption of France Fund's liabilities;
(iv) The basis of France Fund's assets in the hands of Europe Fund
will be the same as the basis of such assets in France Fund's hands
immediately prior to the Reorganization;
(v) Europe Fund's holding period in the assets to be received from
France Fund will include France Fund's holding period in such assets;
(vi) A France Fund shareholder will recognize no gain or loss on the
exchange of his or her shares of beneficial interest in France Fund
for the Europe Fund Shares in the Reorganization;
(vii) A France Fund shareholder's basis in the Europe Fund Shares
to be received by him or her will be the same as his or her basis in
the France Fund shares exchanged therefor;
(viii) A France Fund shareholder's holding period for his or her
Europe Fund Shares will include the holding period of France Fund
shares exchanged, provided that those France Fund shares were held as
capital assets on the date of the Reorganization.
Notwithstanding anything herein to the contrary, neither France Fund
nor Europe Fund may waive the conditions set forth in this subsection
10(f).
11. COVENANTS OF EUROPE FUND AND FRANCE FUND.
(a) Europe Fund and France Fund each covenants to operate its
respective business in the ordinary course between the date hereof and
the Closing Date, it being understood that such ordinary course of
business will include the payment of customary dividends and
distributions;
(b) France Fund covenants that it is not acquiring the Europe Fund
Shares for the purpose of making any distribution other than in
accordance with the terms of this Agreement;
(c) France Fund covenants that it will assist Europe Fund in
obtaining such information as Europe Fund reasonably requests
concerning the beneficial ownership of France Fund's shares; and
(d) France Fund covenants that its liquidation and termination will
be effected in the manner provided in its Amended and Restated
Declaration of Trust in accordance with applicable law and after the
Closing Date, France Fund will not conduct any business except in
connection with its liquidation and termination.
12. TERMINATION; WAIVER.
Europe Fund and France Fund may terminate this Agreement by mutual
agreement. In addition, either Europe Fund or France Fund may at its
option terminate this Agreement at or prior to the Closing Date
because:
(i) of a material breach by the other of any representation,
warranty, or agreement contained herein to be performed at or prior to
the Closing Date; or
(ii) a condition herein expressed to be precedent to the obligations
of the terminating party has not been met and it reasonably appears
that it will not or cannot be met.
In the event of any such termination, there shall be no liability for
damages on the part of France Fund or Europe Fund, or their respective
Trustees or officers.
13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.
(a) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the subject matter
hereof, constitutes the only understanding with respect to such
subject matter, may not be changed except by a letter of agreement
signed by each party hereto and shall be construed in accordance with
and governed by the laws of the Commonwealth of Massachusetts.
(b) This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the respective
President, any Vice President, or Treasurer of Europe Fund or France
Fund; provided, however, that following the shareholders' meeting
called by France Fund pursuant to Section 7 of this Agreement, no such
amendment may have the effect of changing the provisions for
determining the number of Europe Fund Shares to be paid to France Fund
shareholders under this Agreement to the detriment of such
shareholders without their further approval.
(c) Either Fund may waive any condition to its obligations hereunder,
provided that such waiver does not have any material adverse effect on
the interests of such Fund's shareholders.
The representations, warranties, and covenants contained in the
Agreement, or in any document delivered pursuant hereto or in
connection herewith, shall survive the consummation of the
transactions contemplated hereunder.
14. DECLARATIONS OF TRUST.
A copy of each Fund's Declaration of Trust, as restated and amended,
is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this instrument is
executed on behalf of the Trustees of each Fund as trustees and not
individually and that the obligations of each Fund under this
instrument are not binding upon any of such Fund's Trustees, officers,
or shareholders individually but are binding only upon the assets and
property of such Fund. Each Fund agrees that its obligations hereunder
apply only to such Fund and not to its shareholders individually or to
the Trustees of such Fund.
15. ASSIGNMENT.
This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment
or transfer of any rights or obligations hereunder shall be made by
any party without the written consent of the other parties. Nothing
herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm, or corporation other than the
parties hereto and their respective successors and assigns any rights
or remedies under or by reason of this Agreement.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by an appropriate officer.
[SIGNATURE LINES OMITTED]
EXHIBIT 2
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as
of May 22, 2000, by and between Fidelity Germany Fund (Germany Fund)
and Fidelity Europe Fund (Europe Fund), funds of Fidelity Investment
Trust (the trust). The trust is a duly organized business trust under
the laws of the Commonwealth of Massachusetts with its principal place
of business at 82 Devonshire Street, Boston, Massachusetts 02109.
Europe Fund and Germany Fund may be referred to herein collectively as
the "Funds" or each individually as the "Fund."
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of Section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended (the Code). The
reorganization will comprise: (a) the transfer of all of the assets of
Germany Fund to Europe Fund solely in exchange for shares of
beneficial interest in Europe Fund (the Europe Fund Shares) and the
assumption by Europe Fund of Germany Fund's liabilities; and (b) the
constructive distribution of such shares by Germany Fund PRO RATA to
its shareholders in complete liquidation and termination of Germany
Fund in exchange for all of Germany Fund's outstanding shares. Germany
Fund shall receive shares of Europe Fund having an aggregate net asset
value equal to the value of the assets of Germany Fund on the Closing
Date (as defined in Section 6), which Germany Fund shall then
distribute PRO RATA to its shareholders. The foregoing transactions
are referred to herein as the "Reorganization."
In consideration of the mutual promises and subject to the terms and
conditions herein, the parties covenant and agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF GERMANY FUND. Germany Fund
represents and warrants to and agrees with Europe Fund that:
(a) Germany Fund is a series of Fidelity Investment Trust, a business
trust duly organized, validly existing, and in good standing under the
laws of the Commonwealth of Massachusetts, and has the power to own
all of its properties and assets and to carry out its obligations
under this Agreement. It has all necessary federal, state, and local
authorizations to carry on its business as now being conducted and to
carry out this Agreement;
(b) Fidelity Investment Trust is an open-end, management investment
company duly registered under the Investment Company Act of 1940, as
amended (the 1940 Act), and such registration is in full force and
effect;
(c) The Prospectus and Statement of Additional Information of Germany
Fund dated December 29, 1999, [and supplement dated January 29, 2000],
previously furnished to Europe Fund, did not and do not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Germany Fund, threatened against
Germany Fund which assert liability on the part of Germany Fund.
Germany Fund knows of no facts which might form the basis for the
institution of such proceedings;
(e) Germany Fund is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws,
or, to the knowledge of Germany Fund, of any agreement, indenture,
instrument, contract, lease, or other undertaking to which Germany
Fund is a party or by which Germany Fund is bound or result in the
acceleration of any obligation or the imposition of any penalty under
any agreement, judgment or decree to which Germany Fund is a party or
is bound;
(f) The Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, Financial
Highlights, and the Schedule of Investments (including market values)
of Germany Fund at October 31, 1999, have been audited by
PricewaterhouseCoopers LLP, independent accountants, and have been
furnished to Europe Fund. Said Statement of Assets and Liabilities and
Schedule of Investments fairly present the Fund's financial position
as of such date and said Statement of Operations, Statement of Changes
in Net Assets, and Financial Highlights fairly reflect its results of
operations, changes in financial position, and financial highlights
for the periods covered thereby in conformity with generally accepted
accounting principles consistently applied;
(g) Germany Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of October 31, 1999 and
those incurred in the ordinary course of Germany Fund's business as an
investment company since October 31, 1999;
(h) The registration statement (Registration Statement) filed with
the Securities and Exchange Commission (Commission) by Fidelity
Investment Trust on Form N-14 relating to the shares of Europe Fund
issuable hereunder and the proxy statement of Germany Fund included
therein (Proxy Statement), on the effective date of the Registration
Statement and insofar as they relate to Germany Fund (i) comply in all
material respects with the provisions of the Securities Act of 1933,
as amended (the 1933 Act), the Securities Exchange Act of 1934, as
amended (the 1934 Act), and the 1940 Act, and the rules and
regulations thereunder, and (ii) do not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; and at the time of the shareholders' meeting referred to
in Section 7 and on the Closing Date, the prospectus contained in the
Registration Statement of which the Proxy Statement is a part (the
Prospectus), as amended or supplemented, insofar as it relates to
Germany Fund, does not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
(i) All material contracts and commitments of Germany Fund (other
than this Agreement) will be terminated without liability to Germany
Fund prior to the Closing Date (other than those made in connection
with redemptions of shares and the purchase and sale of portfolio
securities made in the ordinary course of business);
(j) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Germany
Fund of the transactions contemplated by this Agreement, except such
as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act,
and state securities or blue sky laws (which term as used herein shall
include the District of Columbia and Puerto Rico);
(k) Germany Fund has filed or will file all federal and state tax
returns which, to the knowledge of Germany Fund's officers, are
required to be filed by Germany Fund and has paid or will pay all
federal and state taxes shown to be due on said returns or provision
shall have been made for the payment thereof, and, to the best of
Germany Fund's knowledge, no such return is currently under audit and
no assessment has been asserted with respect to such returns;
(l) Germany Fund has met the requirements of Subchapter M of the Code
for qualification and treatment as a regulated investment company for
all prior taxable years and intends to meet such requirements for its
current taxable year ending on the Closing Date;
(m) All of the issued and outstanding shares of Germany Fund are, and
at the Closing Date will be, duly and validly issued and outstanding
and fully paid and nonassessable as a matter of Massachusetts law
(except as disclosed in the Fund's Statement of Additional
Information), and have been offered for sale and in conformity with
all applicable federal securities laws. All of the issued and
outstanding shares of Germany Fund will, at the Closing Date, be held
by the persons and in the amounts set forth in the list of
shareholders submitted to Europe Fund in accordance with this
Agreement;
(n) As of both the Valuation Time (as defined in Section 4) and the
Closing Date, Germany Fund will have the full right, power, and
authority to sell, assign, transfer, and deliver its portfolio
securities and any other assets of Germany Fund to be transferred to
Europe Fund pursuant to this Agreement. As of the Closing Date,
subject only to the delivery of Germany Fund's portfolio securities
and any such other assets as contemplated by this Agreement, Europe
Fund will acquire Germany Fund's portfolio securities and any such
other assets subject to no encumbrances, liens, or security interests
(except for those that may arise in the ordinary course and are
disclosed to Europe Fund) and without any restrictions upon the
transfer thereof; and
(o) The execution, performance, and delivery of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of Germany Fund, and this Agreement
constitutes a valid and binding obligation of Germany Fund enforceable
in accordance with its terms, subject to shareholder approval.
2. REPRESENTATIONS AND WARRANTIES OF EUROPE FUND. Europe Fund
represents and warrants to and agrees with Germany Fund that:
(a) Europe Fund is a series of Fidelity Investment Trust, a business
trust duly organized, validly existing, and in good standing under the
laws of the Commonwealth of Massachusetts, and has the power to own
all of its properties and assets and to carry out its obligations
under this Agreement. It has all necessary federal, state, and local
authorizations to carry on its business as now being conducted and to
carry out this Agreement;
(b) Fidelity Investment Trust is an open-end, management investment
company duly registered under the 1940 Act, and such registration is
in full force and effect;
(c) The Prospectus and Statement of Additional Information of Europe
Fund, dated December 29, 1999 and supplement dated [March 1, 2000],
previously furnished to Germany Fund did not and do not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Europe Fund, threatened against Europe
Fund which assert liability on the part of Europe Fund. Europe Fund
knows of no facts which might form the basis for the institution of
such proceedings;
(e) Europe Fund is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws,
or, to the knowledge of Europe Fund, of any agreement, indenture,
instrument, contract, lease, or other undertaking to which Europe Fund
is a party or by which Europe Fund is bound or result in the
acceleration of any obligation or the imposition of any penalty under
any agreement, judgment, or decree to which Europe Fund is a party or
is bound;
(f) The Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, Financial
Highlights, and the Schedule of Investments (including market values)
of Europe Fund at October 31, 1999, have been audited by
PricewaterhouseCoopers LLP, independent accountants, and have been
furnished to Germany Fund. Said Statement of Assets and Liabilities
and Schedule of Investments fairly present its financial position as
of such date and said Statement of Operations, Statement of Changes in
Net Assets, and Financial Highlights fairly reflect its results of
operations, changes in financial position, and financial highlights
for the periods covered thereby in conformity with generally accepted
accounting principles consistently applied;
(g) Europe Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of October 31, 1999 and
those incurred in the ordinary course of Europe Fund's business as an
investment company since October 31, 1999;
(h) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Europe Fund
of the transactions contemplated by this Agreement, except such as
have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and
state securities or blue sky laws (which term as used herein shall
include the District of Columbia and Puerto Rico);
(i) Europe Fund has filed or will file all federal and state tax
returns which, to the knowledge of Europe Fund's officers, are
required to be filed by Europe Fund and has paid or will pay all
federal and state taxes shown to be due on said returns or provision
shall have been made for the payment thereof, and, to the best of
Europe Fund's knowledge, no such return is currently under audit and
no assessment has been asserted with respect to such returns;
(j) Europe Fund has met the requirements of Subchapter M of the Code
for qualification and treatment as a regulated investment company for
all prior taxable years and intends to meet such requirements for its
current taxable year ending on October 31, 2000;
(k) As of the Closing Date, the shares of beneficial interest of
Europe Fund to be issued to Germany Fund will have been duly
authorized and, when issued and delivered pursuant to this Agreement,
will be legally and validly issued and will be fully paid and
nonassessable (except as disclosed in the Fund's Statement of
Additional Information) by Europe Fund, and no shareholder of Europe
Fund will have any preemptive right of subscription or purchase in
respect thereof;
(l) The execution, performance, and delivery of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of Europe Fund, and this Agreement
constitutes a valid and binding obligation of Europe Fund enforceable
in accordance with its terms, subject to approval by the shareholders
of Germany Fund;
(m) The Registration Statement and the Proxy Statement, on the
effective date of the Registration Statement and insofar as they
relate to Europe Fund, (i) will comply in all material respects with
the provisions of the 1933 Act, the 1934 Act, and the 1940 Act, and
the rules and regulations thereunder, and (ii) will not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; and at the time of the shareholders' meeting
referred to in Section 7 and on the Closing Date, the Prospectus, as
amended or supplemented, insofar as it relates to Europe Fund, will
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading;
(n) The issuance of the Europe Fund Shares pursuant to this Agreement
will be in compliance with all applicable federal securities laws; and
(o) All of the issued and outstanding shares of beneficial interest
of Europe Fund have been offered for sale and sold in conformity with
the federal securities laws.
3. REORGANIZATION.
(a) Subject to the requisite approval of the shareholders of Germany
Fund and to the other terms and conditions contained herein, Germany
Fund agrees to assign, sell, convey, transfer, and deliver to Europe
Fund as of the Closing Date all of the assets of Germany Fund of every
kind and nature existing on the Closing Date. Europe Fund agrees in
exchange therefor: (i) to assume all of Germany Fund's liabilities
existing on or after the Closing Date, whether or not determinable on
the Closing Date, and (ii) to issue and deliver to Germany Fund the
number of full and fractional shares of Europe Fund having an
aggregate net asset value equal to the value of the assets of Germany
Fund transferred hereunder, less the value of the liabilities of
Germany Fund, determined as provided for under Section 4.
(b) The assets of Germany Fund to be acquired by Europe Fund shall
include, without limitation, all cash, cash equivalents, securities,
receivables (including interest or dividends receivables), claims,
choses in action, and other property owned by Germany Fund, and any
deferred or prepaid expenses shown as an asset on the books of Germany
Fund on the Closing Date. Germany Fund will pay or cause to be paid to
Europe Fund any dividend or interest payments received by it on or
after the Closing Date with respect to the assets transferred to
Europe Fund hereunder, and Europe Fund will retain any dividend or
interest payments received by it after the Valuation Time with respect
to the assets transferred hereunder without regard to the payment date
thereof.
(c) The liabilities of Germany Fund to be assumed by Europe Fund
shall include (except as otherwise provided for herein) all of Germany
Fund's liabilities, debts, obligations, and duties, of whatever kind
or nature, whether absolute, accrued, contingent, or otherwise,
whether or not arising in the ordinary course of business, whether or
not determinable on the Closing Date, and whether or not specifically
referred to in this Agreement. Notwithstanding the foregoing, Germany
Fund agrees to use its best efforts to discharge all of its known
liabilities prior to the Closing Date, other than liabilities incurred
in the ordinary course of business.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable, Germany Fund will constructively distribute
PRO RATA to its shareholders of record, determined as of the Valuation
Time on the Closing Date, the Europe Fund Shares in exchange for such
shareholders' shares of beneficial interest in Germany Fund and
Germany Fund will be liquidated in accordance with Germany Fund's
Amended and Restated Declaration of Trust. Such distribution shall be
accomplished by the Funds' transfer agent opening accounts on Europe
Fund's share transfer books in the names of the Germany Fund
shareholders and transferring the Europe Fund Shares thereto. Each
Germany Fund shareholder's account shall be credited with the
respective PRO RATA number of full and fractional (rounded to the
third decimal place) Europe Fund Shares due that shareholder. All
outstanding Germany Fund shares, including any represented by
certificates, shall simultaneously be canceled on Germany Fund's share
transfer records. Europe Fund shall not issue certificates
representing the Europe Fund Shares in connection with the
Reorganization.
(e) Any reporting responsibility of Germany Fund is and shall remain
its responsibility up to and including the date on which it is
terminated.
(f) Any transfer taxes payable upon issuance of the Europe Fund
Shares in a name other than that of the registered holder on Germany
Fund's books of the Germany Fund shares constructively exchanged for
the Europe Fund Shares shall be paid by the person to whom such Europe
Fund Shares are to be issued, as a condition of such transfer.
4. VALUATION.
(a) The Valuation Time shall be as of the close of business of the
New York Stock Exchange on the Closing Date, or such other date as may
be mutually agreed upon in writing by the parties hereto (the
Valuation Time).
(b) As of the Closing Date, Europe Fund will deliver to Germany Fund
the number of Europe Fund Shares having an aggregate net asset value
equal to the value of the assets of Germany Fund transferred hereunder
less the liabilities of Germany Fund, determined as provided in this
Section 4.
(c) The net asset value per share of the Europe Fund Shares to be
delivered to Germany Fund, the value of the assets of Germany Fund
transferred hereunder, and the value of the liabilities of Germany
Fund to be assumed hereunder shall in each case be determined as of
the Valuation Time.
(d) The net asset value per share of the Europe Fund Shares shall be
computed in the manner set forth in the then-current Europe Fund
Prospectus and Statement of Additional Information, and the value of
the assets and liabilities of Germany Fund shall be computed in the
manner set forth in the then-current Germany Fund Prospectus and
Statement of Additional Information.
(e) All computations pursuant to this Section shall be made by or
under the direction of Fidelity Service Company, Inc., a wholly-owned
subsidiary of FMR Corp., in accordance with its regular practice as
pricing agent for Germany Fund and Europe Fund.
5. FEES; EXPENSES.
(a) Germany Fund shall be responsible for all expenses, fees and
other charges in connection with the transactions contemplated by this
Agreement, provided that they do not exceed the Fund's 2.00% expense
cap. Expenses exceeding the Fund's expense cap will be paid by FMR
(but not including costs incurred in connection with the purchase or
sale of portfolio securities). Any expenses incurred in connection
with the transactions contemplated by this Agreement which may be
attributable to Europe Fund will be borne by Europe Fund.
(b) Each of Europe Fund and Germany Fund represents that there is no
person who has dealt with it who by reason of such dealings is
entitled to any broker's or finder's or other similar fee or
commission arising out of the transactions contemplated by this
Agreement.
6. CLOSING DATE.
(a) The Reorganization, together with related acts necessary to
consummate the same (the Closing), unless otherwise provided herein,
shall occur at the principal office of the Trust, 82 Devonshire
Street, Boston, Massachusetts, as of the Valuation Time on July 26,
2000, or at some other time, date, and place agreed to by Germany Fund
and Europe Fund (the Closing Date).
(b) In the event that on the Closing Date: (i) any of the markets for
securities held by the Funds is closed to trading, or (ii) trading
thereon is restricted, or (iii) trading or the reporting of trading on
said market or elsewhere is disrupted, all so that accurate appraisal
of the total net asset value of Germany Fund and the net asset value
per share of Europe Fund is impracticable, the Valuation Time and the
Closing Date shall be postponed until the first business day after the
day when such trading shall have been fully resumed and such reporting
shall have been restored, or such other date as the parties may agree.
7. SHAREHOLDER MEETING AND TERMINATION OF GERMANY FUND.
(a) Germany Fund agrees to call a meeting of its shareholders after
the effective date of the Registration Statement, to consider
transferring its assets to Europe Fund as herein provided, adopting
this Agreement, and authorizing the liquidation of Germany Fund.
(b) Germany Fund agrees that as soon as reasonably practicable after
distribution of the Europe Fund Shares, Germany Fund shall be
terminated as a series of Fidelity Investment Trust pursuant to its
Amended and Restated Declaration of Trust, any further actions shall
be taken in connection therewith as required by applicable law, and on
and after the Closing Date Germany Fund shall not conduct any business
except in connection with its liquidation and termination.
8. CONDITIONS TO OBLIGATIONS OF EUROPE FUND.
(a) That Germany Fund furnishes to Europe Fund a statement, dated as
of the Closing Date, signed by an officer of Fidelity Investment
Trust, certifying that as of the Valuation Time and the Closing Date
all representations and warranties of Germany Fund made in this
Agreement are true and correct in all material respects and that
Germany Fund has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or prior to
such dates;
(b) That Germany Fund furnishes Europe Fund with copies of the
resolutions, certified by an officer of Fidelity Investment Trust,
evidencing the adoption of this Agreement and the approval of the
transactions contemplated herein by the requisite vote of the holders
of the outstanding shares of beneficial interest of Germany Fund;
(c) That, on or prior to the Closing Date, Germany Fund will declare
one or more dividends or distributions which, together with all
previous such dividends or distributions attributable to its current
taxable year, shall have the effect of distributing to the
shareholders of Germany Fund substantially all of Germany Fund's
investment company taxable income and all of its net realized capital
gain, if any, as of the Closing Date;
(d) That Germany Fund shall deliver to Europe Fund at the Closing a
statement of its assets and liabilities, together with a list of its
portfolio securities showing each such security's adjusted tax basis
and holding period by lot, with values determined as provided in
Section 4 of this Agreement, all as of the Valuation Time, certified
on Germany Fund's behalf by its Treasurer or Assistant Treasurer;
(e) That Germany Fund's custodian shall deliver to Europe Fund a
certificate identifying the assets of Germany Fund held by such
custodian as of the Valuation Time on the Closing Date and stating
that as of the Valuation Time: (i) the assets held by the custodian
will be transferred to Europe Fund; (ii) Germany Fund's assets have
been duly endorsed in proper form for transfer in such condition as to
constitute good delivery thereof; and (iii) to the best of the
custodian's knowledge, all necessary taxes in conjunction with the
delivery of the assets, including all applicable federal and state
stock transfer stamps, if any, have been paid or provision for payment
has been made;
(f) That Germany Fund's transfer agent shall deliver to Europe Fund
at the Closing a certificate setting forth the number of shares of
Germany Fund outstanding as of the Valuation Time and the name and
address of each holder of record of any such shares and the number of
shares held of record by each such shareholder;
(g) That Germany Fund calls a meeting of its shareholders to be held
after the effective date of the Registration Statement, to consider
transferring its assets to Europe Fund as herein provided, adopting
this Agreement, and authorizing the liquidation and termination of
Germany Fund;
(h) That Germany Fund delivers to Europe Fund a certificate of an
officer of Fidelity Investment Trust, dated as of the Closing Date,
that there has been no material adverse change in Germany Fund's
financial position since October 31, 1999, other than changes in the
market value of its portfolio securities, or changes due to net
redemptions of its shares, dividends paid, or losses from operations;
and
(i) That all of the issued and outstanding shares of beneficial
interest of Germany Fund shall have been offered for sale and sold in
conformity with all applicable state securities laws and, to the
extent that any audit of the records of Germany Fund or its transfer
agent by Europe Fund or its agents shall have revealed otherwise,
Germany Fund shall have taken all actions that in the opinion of
Europe Fund are necessary to remedy any prior failure on the part of
Germany Fund to have offered for sale and sold such shares in
conformity with such laws.
9. CONDITIONS TO OBLIGATIONS OF GERMANY FUND.
(a) That Europe Fund shall have executed and delivered to Germany
Fund an Assumption of Liabilities, certified by an officer of Fidelity
Investment Trust, dated as of the Closing Date pursuant to which
Europe Fund will assume all of the liabilities of Germany Fund
existing at the Valuation Time in connection with the transactions
contemplated by this Agreement;
(b) That Europe Fund furnishes to Germany Fund a statement, dated as
of the Closing Date, signed by an officer of Fidelity Investment
Trust, certifying that as of the Valuation Time and the Closing Date
all representations and warranties of Europe Fund made in this
Agreement are true and correct in all material respects, and Europe
Fund has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to
such dates; and
(c) That Germany Fund shall have received an opinion of Kirkpatrick &
Lockhart LLP, counsel to Germany Fund and Europe Fund, to the effect
that the Europe Fund Shares are duly authorized and upon delivery to
Germany Fund as provided in this Agreement will be validly issued and
will be fully paid and nonassessable by Europe Fund (except as
disclosed in Europe Fund's Statement of Additional Information) and no
shareholder of Europe Fund has any preemptive right of subscription or
purchase in respect thereof.
10. CONDITIONS TO OBLIGATIONS OF EUROPE FUND AND GERMANY FUND.
(a) That this Agreement shall have been adopted and the transactions
contemplated herein shall have been approved by the requisite vote of
the holders of the outstanding shares of beneficial interest of
Germany Fund;
(b) That all consents of other parties and all other consents,
orders, and permits of federal, state, and local regulatory
authorities (including those of the Commission and of state Blue Sky
and securities authorities, which term as used herein shall include
the District of Columbia and Puerto Rico, and including "no action"
positions of such federal or state authorities) deemed necessary by
Europe Fund or Germany Fund to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been
obtained, except where failure to obtain any such consent, order, or
permit would not involve a risk of a material adverse effect on the
assets or properties of Europe Fund or Germany Fund, provided that
either party hereto may for itself waive any of such conditions;
(c) That all proceedings taken by either Fund in connection with the
transactions contemplated by this Agreement and all documents
incidental thereto shall be satisfactory in form and substance to it
and its counsel, Kirkpatrick & Lockhart LLP;
(d) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement;
(e) That the Registration Statement shall have become effective under
the 1933 Act, and no stop order suspending such effectiveness shall
have been instituted or, to the knowledge of Europe Fund and Germany
Fund, threatened by the Commission; and
(f) That Europe Fund and Germany Fund shall have received an opinion
of Kirkpatrick & Lockhart LLP satisfactory to Europe Fund and Germany
Fund that for federal income tax purposes:
(i) The Reorganization will be a reorganization under section
368(a)(1)(C) of the Code, and Germany Fund and Europe Fund will each
be parties to the Reorganization under section 368(b) of the Code;
(ii) No gain or loss will be recognized by Germany Fund upon the
transfer of all of its assets to Europe Fund in exchange solely for
the Europe Fund Shares and the assumption of Germany Fund's
liabilities followed by the distribution of those Europe Fund Shares
to the shareholders of Germany Fund in liquidation of Germany Fund;
(iii) No gain or loss will be recognized by Europe Fund on the
receipt of Germany Fund's assets in exchange solely for the Europe
Fund Shares and the assumption of Germany Fund's liabilities;
(iv) The basis of Germany Fund's assets in the hands of Europe Fund
will be the same as the basis of such assets in Germany Fund's hands
immediately prior to the Reorganization;
(v) Europe Fund's holding period in the assets to be received from
Germany Fund will include Germany Fund's holding period in such
assets;
(vi) A Germany Fund shareholder will recognize no gain or loss on
the exchange of his or her shares of beneficial interest in Germany
Fund for the Europe Fund Shares in the Reorganization;
(vii) A Germany Fund shareholder's basis in the Europe Fund Shares
to be received by him or her will be the same as his or her basis in
the Germany Fund shares exchanged therefor;
(viii) A Germany Fund shareholder's holding period for his or her
Europe Fund Shares will include the holding period of Germany Fund
shares exchanged, provided that those Germany Fund shares were held as
capital assets on the date of the Reorganization.
Notwithstanding anything herein to the contrary, neither Germany Fund
nor Europe Fund may waive the conditions set forth in this subsection
10(f).
11. COVENANTS OF EUROPE FUND AND GERMANY FUND.
(a) Europe Fund and Germany Fund each covenants to operate its
respective business in the ordinary course between the date hereof and
the Closing Date, it being understood that such ordinary course of
business will include the payment of customary dividends and
distributions;
(b) Germany Fund covenants that it is not acquiring the Europe Fund
Shares for the purpose of making any distribution other than in
accordance with the terms of this Agreement;
(c) Germany Fund covenants that it will assist Europe Fund in
obtaining such information as Europe Fund reasonably requests
concerning the beneficial ownership of Germany Fund's shares; and
(d) Germany Fund covenants that its liquidation and termination will
be effected in the manner provided in its Amended and Restated
Declaration of Trust in accordance with applicable law and after the
Closing Date, Germany Fund will not conduct any business except in
connection with its liquidation and termination.
12. TERMINATION; WAIVER.
Europe Fund and Germany Fund may terminate this Agreement by mutual
agreement. In addition, either Europe Fund or Germany Fund may at its
option terminate this Agreement at or prior to the Closing Date
because:
(i) of a material breach by the other of any representation,
warranty, or agreement contained herein to be performed at or prior to
the Closing Date; or
(ii) a condition herein expressed to be precedent to the obligations
of the terminating party has not been met and it reasonably appears
that it will not or cannot be met.
In the event of any such termination, there shall be no liability for
damages on the part of Germany Fund or Europe Fund, or their
respective Trustees or officers.
13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.
(a) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the subject matter
hereof, constitutes the only understanding with respect to such
subject matter, may not be changed except by a letter of agreement
signed by each party hereto and shall be construed in accordance with
and governed by the laws of the Commonwealth of Massachusetts.
(b) This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the respective
President, any Vice President, or Treasurer of Europe Fund or Germany
Fund; provided, however, that following the shareholders' meeting
called by Germany Fund pursuant to Section 7 of this Agreement, no
such amendment may have the effect of changing the provisions for
determining the number of Europe Fund Shares to be paid to Germany
Fund shareholders under this Agreement to the detriment of such
shareholders without their further approval.
(c) Either Fund may waive any condition to its obligations hereunder,
provided that such waiver does not have any material adverse effect on
the interests of such Fund's shareholders.
The representations, warranties, and covenants contained in the
Agreement, or in any document delivered pursuant hereto or in
connection herewith, shall survive the consummation of the
transactions contemplated hereunder.
14. DECLARATIONS OF TRUST.
A copy of each Fund's Declaration of Trust, as restated and amended,
is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this instrument is
executed on behalf of the Trustees of each Fund as trustees and not
individually and that the obligations of each Fund under this
instrument are not binding upon any of such Fund's Trustees, officers,
or shareholders individually but are binding only upon the assets and
property of such Fund. Each Fund agrees that its obligations hereunder
apply only to such Fund and not to its shareholders individually or to
the Trustees of such Fund.
15. ASSIGNMENT.
This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment
or transfer of any rights or obligations hereunder shall be made by
any party without the written consent of the other parties. Nothing
herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm, or corporation other than the
parties hereto and their respective successors and assigns any rights
or remedies under or by reason of this Agreement.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by an appropriate officer.
[SIGNATURE LINES OMITTED]
EXHIBIT 3
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as
of May 22, 2000, by and between Fidelity United Kingdom Fund (United
Kingdom Fund) and Fidelity Europe Fund (Europe Fund), funds of
Fidelity Investment Trust (the trust). The trust is a duly organized
business trust under the laws of the Commonwealth of Massachusetts
with its principal place of business at 82 Devonshire Street, Boston,
Massachusetts 02109. Europe Fund and United Kingdom Fund may be
referred to herein collectively as the "Funds" or each individually as
the "Fund."
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of Section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended (the Code). The
reorganization will comprise: (a) the transfer of all of the assets of
United Kingdom Fund to Europe Fund solely in exchange for shares of
beneficial interest in Europe Fund (the Europe Fund Shares) and the
assumption by Europe Fund of United Kingdom Fund's liabilities; and
(b) the constructive distribution of such shares by United Kingdom
Fund PRO RATA to its shareholders in complete liquidation and
termination of in exchange for all of United Kingdom Fund's
outstanding shares. United Kingdom Fund shall receive shares of Europe
Fund having an aggregate net asset value equal to the value of the
assets of United Kingdom Fund on the Closing Date (as defined in
Section 6), which United Kingdom Fund shall then distribute PRO RATA
to its shareholders. The foregoing transactions are referred to herein
as the "Reorganization."
In consideration of the mutual promises and subject to the terms and
conditions herein, the parties covenant and agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF UNITED KINGDOM FUND. United
Kingdom Fund represents and warrants to and agrees with Europe Fund
that:
(a) United Kingdom Fund is a series of Fidelity Investment Trust, a
business trust duly organized, validly existing, and in good standing
under the laws of the Commonwealth of Massachusetts, and has the power
to own all of its properties and assets and to carry out its
obligations under this Agreement. It has all necessary federal, state,
and local authorizations to carry on its business as now being
conducted and to carry out this Agreement;
(b) Fidelity Investment Trust is an open-end, management investment
company duly registered under the Investment Company Act of 1940, as
amended (the 1940 Act), and such registration is in full force and
effect;
(c) The Prospectus and Statement of Additional Information of United
Kingdom Fund dated December 29, 1999, [and supplement dated January
29, 2000], previously furnished to Europe Fund, did not and do not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of United Kingdom Fund, threatened
against United Kingdom Fund which assert liability on the part of
United Kingdom Fund. United Kingdom Fund knows of no facts which might
form the basis for the institution of such proceedings;
(e) United Kingdom Fund is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws,
or, to the knowledge of United Kingdom Fund, of any agreement,
indenture, instrument, contract, lease, or other undertaking to which
United Kingdom Fund is a party or by which United Kingdom Fund is
bound or result in the acceleration of any obligation or the
imposition of any penalty under any agreement, judgment or decree to
which United Kingdom Fund is a party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, Financial
Highlights, and the Schedule of Investments (including market values)
of United Kingdom Fund at October 31, 1999, have been audited by
PricewaterhouseCoopers LLP, independent accountants, and have been
furnished to Europe Fund. Said Statement of Assets and Liabilities and
Schedule of Investments fairly present the Fund's financial position
as of such date and said Statement of Operations, Statement of Changes
in Net Assets, and Financial Highlights fairly reflect its results of
operations, changes in financial position, and financial highlights
for the periods covered thereby in conformity with generally accepted
accounting principles consistently applied;
(g) United Kingdom Fund has no known liabilities of a material
nature, contingent or otherwise, other than those shown as belonging
to it on its statement of assets and liabilities as of October 31,
1999 and those incurred in the ordinary course of United Kingdom
Fund's business as an investment company since October 31, 1999;
(h) The registration statement (Registration Statement) filed with
the Securities and Exchange Commission (Commission) by Fidelity
Investment Trust on Form N-14 relating to the shares of Europe Fund
issuable hereunder and the proxy statement of United Kingdom Fund
included therein (Proxy Statement), on the effective date of the
Registration Statement and insofar as they relate to United Kingdom
Fund (i) comply in all material respects with the provisions of the
Securities Act of 1933, as amended (the 1933 Act), the Securities
Exchange Act of 1934, as amended (the 1934 Act), and the 1940 Act, and
the rules and regulations thereunder, and (ii) do not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; and at the time of the shareholders' meeting
referred to in Section 7 and on the Closing Date, the prospectus
contained in the Registration Statement of which the Proxy Statement
is a part (the Prospectus), as amended or supplemented, insofar as it
relates to United Kingdom Fund, does not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading;
(i) All material contracts and commitments of United Kingdom Fund
(other than this Agreement) will be terminated without liability to
United Kingdom Fund prior to the Closing Date (other than those made
in connection with redemptions of shares and the purchase and sale of
portfolio securities made in the ordinary course of business);
(j) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by United
Kingdom Fund of the transactions contemplated by this Agreement,
except such as have been obtained under the 1933 Act, the 1934 Act,
the 1940 Act, and state securities or blue sky laws (which term as
used herein shall include the District of Columbia and Puerto Rico);
(k) United Kingdom Fund has filed or will file all federal and state
tax returns which, to the knowledge of United Kingdom Fund's officers,
are required to be filed by United Kingdom Fund and has paid or will
pay all federal and state taxes shown to be due on said returns or
provision shall have been made for the payment thereof, and, to the
best of United Kingdom Fund's knowledge, no such return is currently
under audit and no assessment has been asserted with respect to such
returns;
(l) United Kingdom Fund has met the requirements of Subchapter M of
the Code for qualification and treatment as a regulated investment
company for all prior taxable years and intends to meet such
requirements for its current taxable year ending on the Closing Date;
(m) All of the issued and outstanding shares of United Kingdom Fund
are, and at the Closing Date will be, duly and validly issued and
outstanding and fully paid and nonassessable as a matter of
Massachusetts law (except as disclosed in the Fund's Statement of
Additional Information), and have been offered for sale and in
conformity with all applicable federal securities laws. All of the
issued and outstanding shares of United Kingdom Fund will, at the
Closing Date, be held by the persons and in the amounts set forth in
the list of shareholders submitted to Europe Fund in accordance with
this Agreement;
(n) As of both the Valuation Time (as defined in Section 4) and the
Closing Date, United Kingdom Fund will have the full right, power, and
authority to sell, assign, transfer, and deliver its portfolio
securities and any other assets of United Kingdom Fund to be
transferred to Europe Fund pursuant to this Agreement. As of the
Closing Date, subject only to the delivery of United Kingdom Fund's
portfolio securities and any such other assets as contemplated by this
Agreement, Europe Fund will acquire United Kingdom Fund's portfolio
securities and any such other assets subject to no encumbrances,
liens, or security interests (except for those that may arise in the
ordinary course and are disclosed to Europe Fund) and without any
restrictions upon the transfer thereof; and
(o) The execution, performance, and delivery of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of United Kingdom Fund, and this
Agreement constitutes a valid and binding obligation of United Kingdom
Fund enforceable in accordance with its terms, subject to shareholder
approval.
2. REPRESENTATIONS AND WARRANTIES OF EUROPE FUND. Europe Fund
represents and warrants to and agrees with United Kingdom Fund that:
(a) Europe Fund is a series of Fidelity Investment Trust, a business
trust duly organized, validly existing, and in good standing under the
laws of the Commonwealth of Massachusetts, and has the power to own
all of its properties and assets and to carry out its obligations
under this Agreement. It has all necessary federal, state, and local
authorizations to carry on its business as now being conducted and to
carry out this Agreement;
(b) Fidelity Investment Trust is an open-end, management investment
company duly registered under the 1940 Act, and such registration is
in full force and effect;
(c) The Prospectus and Statement of Additional Information of Europe
Fund, dated December 29, 1999 and supplement dated [March 1, 2000],
previously furnished to United Kingdom Fund did not and do not contain
any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Europe Fund, threatened against Europe
Fund which assert liability on the part of Europe Fund. Europe Fund
knows of no facts which might form the basis for the institution of
such proceedings;
(e) Europe Fund is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Amended and Restated Declaration of Trust or By-laws,
or, to the knowledge of Europe Fund, of any agreement, indenture,
instrument, contract, lease, or other undertaking to which Europe Fund
is a party or by which Europe Fund is bound or result in the
acceleration of any obligation or the imposition of any penalty under
any agreement, judgment, or decree to which Europe Fund is a party or
is bound;
(f) The Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, Financial
Highlights, and the Schedule of Investments (including market values)
of Europe Fund at October 31, 1999, have been audited by
PricewaterhouseCoopers LLP, independent accountants, and have been
furnished to United Kingdom Fund . Said Statement of Assets and
Liabilities and Schedule of Investments fairly present its financial
position as of such date and said Statement of Operations, Statement
of Changes in Net Assets, and Financial Highlights fairly reflect its
results of operations, changes in financial position, and financial
highlights for the periods covered thereby in conformity with
generally accepted accounting principles consistently applied;
(g) Europe Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of October 31, 1999 and
those incurred in the ordinary course of Europe Fund's business as an
investment company since October 31, 1999;
(h) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Europe Fund
of the transactions contemplated by this Agreement, except such as
have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and
state securities or blue sky laws (which term as used herein shall
include the District of Columbia and Puerto Rico);
(i) Europe Fund has filed or will file all federal and state tax
returns which, to the knowledge of Europe Fund's officers, are
required to be filed by Europe Fund and has paid or will pay all
federal and state taxes shown to be due on said returns or provision
shall have been made for the payment thereof, and, to the best of
Europe Fund's knowledge, no such return is currently under audit and
no assessment has been asserted with respect to such returns;
(j) Europe Fund has met the requirements of Subchapter M of the Code
for qualification and treatment as a regulated investment company for
all prior taxable years and intends to meet such requirements for its
current taxable year ending on October 31, 2000;
(k) As of the Closing Date, the shares of beneficial interest of
Europe Fund to be issued to United Kingdom Fund will have been duly
authorized and, when issued and delivered pursuant to this Agreement,
will be legally and validly issued and will be fully paid and
nonassessable (except as disclosed in the Fund's Statement of
Additional Information) by Europe Fund, and no shareholder of Europe
Fund will have any preemptive right of subscription or purchase in
respect thereof;
(l) The execution, performance, and delivery of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of Europe Fund, and this Agreement
constitutes a valid and binding obligation of Europe Fund enforceable
in accordance with its terms, subject to approval by the shareholders
of United Kingdom Fund;
(m) The Registration Statement and the Proxy Statement, on the
effective date of the Registration Statement and insofar as they
relate to Europe Fund, (i) will comply in all material respects with
the provisions of the 1933 Act, the 1934 Act, and the 1940 Act, and
the rules and regulations thereunder, and (ii) will not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; and at the time of the shareholders' meeting
referred to in Section 7 and on the Closing Date, the Prospectus, as
amended or supplemented, insofar as it relates to Europe Fund, will
not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading;
(n) The issuance of the Europe Fund Shares pursuant to this Agreement
will be in compliance with all applicable federal securities laws; and
(o) All of the issued and outstanding shares of beneficial interest
of Europe Fund have been offered for sale and sold in conformity with
the federal securities laws.
3. REORGANIZATION.
(a) Subject to the requisite approval of the shareholders of United
Kingdom Fund and to the other terms and conditions contained herein,
United Kingdom Fund agrees to assign, sell, convey, transfer, and
deliver to Europe Fund as of the Closing Date all of the assets of
United Kingdom Fund of every kind and nature existing on the Closing
Date. Europe Fund agrees in exchange therefor: (i) to assume all of
United Kingdom Fund's liabilities existing on or after the Closing
Date, whether or not determinable on the Closing Date, and (ii) to
issue and deliver to United Kingdom Fund the number of full and
fractional shares of Europe Fund having an aggregate net asset value
equal to the value of the assets of United Kingdom Fund transferred
hereunder, less the value of the liabilities of United Kingdom Fund,
determined as provided for under Section 4.
(b) The assets of United Kingdom Fund to be acquired by Europe Fund
shall include, without limitation, all cash, cash equivalents,
securities, receivables (including interest or dividends receivables),
claims, choses in action, and other property owned by United Kingdom
Fund, and any deferred or prepaid expenses shown as an asset on the
books of United Kingdom Fund on the Closing Date. United Kingdom Fund
will pay or cause to be paid to Europe Fund any dividend or interest
payments received by it on or after the Closing Date with respect to
the assets transferred to Europe Fund hereunder, and Europe Fund will
retain any dividend or interest payments received by it after the
Valuation Time with respect to the assets transferred hereunder
without regard to the payment date thereof.
(c) The liabilities of United Kingdom Fund to be assumed by Europe
Fund shall include (except as otherwise provided for herein) all of
United Kingdom Fund's liabilities, debts, obligations, and duties, of
whatever kind or nature, whether absolute, accrued, contingent, or
otherwise, whether or not arising in the ordinary course of business,
whether or not determinable on the Closing Date, and whether or not
specifically referred to in this Agreement. Notwithstanding the
foregoing, United Kingdom Fund agrees to use its best efforts to
discharge all of its known liabilities prior to the Closing Date,
other than liabilities incurred in the ordinary course of business.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable, United Kingdom Fund will constructively
distribute PRO RATA to its shareholders of record, determined as of
the Valuation Time on the Closing Date, the Europe Fund Shares in
exchange for such shareholders' shares of beneficial interest in
United Kingdom Fund and United Kingdom Fund will be liquidated in
accordance with United Kingdom Fund's Amended and Restated Declaration
of Trust. Such distribution shall be accomplished by the Funds'
transfer agent opening accounts on Europe Fund's share transfer books
in the names of the United Kingdom Fund shareholders and transferring
the Europe Fund Shares thereto. Each United Kingdom Fund shareholder's
account shall be credited with the respective PRO RATA number of full
and fractional (rounded to the third decimal place) Europe Fund Shares
due that shareholder. All outstanding United Kingdom Fund shares,
including any represented by certificates, shall simultaneously be
canceled on United Kingdom Fund's share transfer records. Europe Fund
shall not issue certificates representing the Europe Fund Shares in
connection with the Reorganization.
(e) Any reporting responsibility of United Kingdom Fund is and shall
remain its responsibility up to and including the date on which it is
terminated.
(f) Any transfer taxes payable upon issuance of the Europe Fund
Shares in a name other than that of the registered holder on United
Kingdom Fund's books of the United Kingdom Fund shares constructively
exchanged for the Europe Fund Shares shall be paid by the person to
whom such Europe Fund Shares are to be issued, as a condition of such
transfer.
4. VALUATION.
(a) The Valuation Time shall be as of the close of business of the
New York Stock Exchange on the Closing Date, or such other date as may
be mutually agreed upon in writing by the parties hereto (the
Valuation Time).
(b) As of the Closing Date, Europe Fund will deliver to United
Kingdom Fund the number of Europe Fund Shares having an aggregate net
asset value equal to the value of the assets of United Kingdom Fund
transferred hereunder less the liabilities of United Kingdom Fund,
determined as provided in this Section 4.
(c) The net asset value per share of the Europe Fund Shares to be
delivered to United Kingdom Fund, the value of the assets of United
Kingdom Fund transferred hereunder, and the value of the liabilities
of United Kingdom Fund to be assumed hereunder shall in each case be
determined as of the Valuation Time.
(d) The net asset value per share of the Europe Fund Shares shall be
computed in the manner set forth in the then-current Europe Fund
Prospectus and Statement of Additional Information, and the value of
the assets and liabilities of United Kingdom Fund shall be computed in
the manner set forth in the then-current United Kingdom Fund
Prospectus and Statement of Additional Information.
(e) All computations pursuant to this Section shall be made by or
under the direction of Fidelity Service Company, Inc., a wholly-owned
subsidiary of FMR Corp., in accordance with its regular practice as
pricing agent for United Kingdom Fund and Europe Fund.
5. FEES; EXPENSES.
(a) United Kingdom Fund shall be responsible for all expenses, fees
and other charges in connection with the transactions contemplated by
this Agreement, provided that they do not exceed the Fund's 2.00%
expense cap. Expenses exceeding the Fund's expense cap will be paid by
FMR (but not including costs incurred in connection with the purchase
or sale of portfolio securities). Any expenses incurred in connection
with the transactions contemplated by this Agreement which may be
attributable to Europe Fund will be borne by Europe Fund.
(b) Each of Europe Fund and United Kingdom Fund represents that there
is no person who has dealt with it who by reason of such dealings is
entitled to any broker's or finder's or other similar fee or
commission arising out of the transactions contemplated by this
Agreement.
6. CLOSING DATE.
(a) The Reorganization, together with related acts necessary to
consummate the same (the Closing), unless otherwise provided herein,
shall occur at the principal office of the Trust, 82 Devonshire
Street, Boston, Massachusetts, as of the Valuation Time on July 24,
2000, or at some other time, date, and place agreed to by United
Kingdom Fund and Europe Fund (the Closing Date).
(b) In the event that on the Closing Date: (i) any of the markets for
securities held by the Funds is closed to trading, or (ii) trading
thereon is restricted, or (iii) trading or the reporting of trading on
said market or elsewhere is disrupted, all so that accurate appraisal
of the total net asset value of United Kingdom Fund and the net asset
value per share of Europe Fund is impracticable, the Valuation Time
and the Closing Date shall be postponed until the first business day
after the day when such trading shall have been fully resumed and such
reporting shall have been restored, or such other date as the parties
may agree.
7. SHAREHOLDER MEETING AND TERMINATION OF UNITED KINGDOM FUND.
(a) United Kingdom Fund agrees to call a meeting of its shareholders
after the effective date of the Registration Statement, to consider
transferring its assets to Europe Fund as herein provided, adopting
this Agreement, and authorizing the liquidation of United Kingdom
Fund.
(b) United Kingdom Fund agrees that as soon as reasonably practicable
after distribution of the Europe Fund Shares, United Kingdom Fund
shall be terminated as a series of Fidelity Investment Trust pursuant
to its Amended and Restated Declaration of Trust, any further actions
shall be taken in connection therewith as required by applicable law,
and on and after the Closing Date United Kingdom Fund shall not
conduct any business except in connection with its liquidation and
termination.
8. CONDITIONS TO OBLIGATIONS OF EUROPE FUND.
(a) That United Kingdom Fund furnishes to Europe Fund a statement,
dated as of the Closing Date, signed by an officer of Fidelity
Investment Trust, certifying that as of the Valuation Time and the
Closing Date all representations and warranties of United Kingdom Fund
made in this Agreement are true and correct in all material respects
and that United Kingdom Fund has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied
at or prior to such dates;
(b) That United Kingdom Fund furnishes Europe Fund with copies of the
resolutions, certified by an officer of Fidelity Investment Trust,
evidencing the adoption of this Agreement and the approval of the
transactions contemplated herein by the requisite vote of the holders
of the outstanding shares of beneficial interest of United Kingdom
Fund;
(c) That, on or prior to the Closing Date, United Kingdom Fund will
declare one or more dividends or distributions which, together with
all previous such dividends or distributions attributable to its
current taxable year, shall have the effect of distributing to the
shareholders of United Kingdom Fund substantially all of United
Kingdom Fund's investment company taxable income and all of its net
realized capital gain, if any, as of the Closing Date;
(d) That United Kingdom Fund shall deliver to Europe Fund at the
Closing a statement of its assets and liabilities, together with a
list of its portfolio securities showing each such security's adjusted
tax basis and holding period by lot, with values determined as
provided in Section 4 of this Agreement, all as of the Valuation Time,
certified on United Kingdom Fund's behalf by its Treasurer or
Assistant Treasurer;
(e) That United Kingdom Fund's custodian shall deliver to Europe Fund
a certificate identifying the assets of United Kingdom Fund held by
such custodian as of the Valuation Time on the Closing Date and
stating that as of the Valuation Time: (i) the assets held by the
custodian will be transferred to Europe Fund; (ii) United Kingdom
Fund's assets have been duly endorsed in proper form for transfer in
such condition as to constitute good delivery thereof; and (iii) to
the best of the custodian's knowledge, all necessary taxes in
conjunction with the delivery of the assets, including all applicable
federal and state stock transfer stamps, if any, have been paid or
provision for payment has been made;
(f) That United Kingdom Fund's transfer agent shall deliver to Europe
Fund at the Closing a certificate setting forth the number of shares
of United Kingdom Fund outstanding as of the Valuation Time and the
name and address of each holder of record of any such shares and the
number of shares held of record by each such shareholder;
(g) That United Kingdom Fund calls a meeting of its shareholders to
be held after the effective date of the Registration Statement, to
consider transferring its assets to Europe Fund as herein provided,
adopting this Agreement, and authorizing the liquidation and
termination of United Kingdom Fund;
(h) That United Kingdom Fund delivers to Europe Fund a certificate of
an officer of Fidelity Investment Trust, dated as of the Closing Date,
that there has been no material adverse change in United Kingdom
Fund's financial position since October 31, 1999, other than changes
in the market value of its portfolio securities, or changes due to net
redemptions of its shares, dividends paid, or losses from operations;
and
(i) That all of the issued and outstanding shares of beneficial
interest of United Kingdom Fund shall have been offered for sale and
sold in conformity with all applicable state securities laws and, to
the extent that any audit of the records of United Kingdom Fund or its
transfer agent by Europe Fund or its agents shall have revealed
otherwise, United Kingdom Fund shall have taken all actions that in
the opinion of Europe Fund are necessary to remedy any prior failure
on the part of United Kingdom Fund to have offered for sale and sold
such shares in conformity with such laws.
9. CONDITIONS TO OBLIGATIONS OF UNITED KINGDOM FUND.
(a) That Europe Fund shall have executed and delivered to United
Kingdom Fund an Assumption of Liabilities, certified by an officer of
Fidelity Investment Trust, dated as of the Closing Date pursuant to
which Europe Fund will assume all of the liabilities of United Kingdom
Fund existing at the Valuation Time in connection with the
transactions contemplated by this Agreement;
(b) That Europe Fund furnishes to United Kingdom Fund a statement,
dated as of the Closing Date, signed by an officer of Fidelity
Investment Trust, certifying that as of the Valuation Time and the
Closing Date all representations and warranties of Europe Fund made in
this Agreement are true and correct in all material respects, and
Europe Fund has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to
such dates; and
(c) That United Kingdom Fund shall have received an opinion of
Kirkpatrick & Lockhart LLP, counsel to United Kingdom Fund and Europe
Fund, to the effect that the Europe Fund Shares are duly authorized
and upon delivery to United Kingdom Fund as provided in this Agreement
will be validly issued and will be fully paid and nonassessable by
Europe Fund (except as disclosed in Europe Fund's Statement of
Additional Information) and no shareholder of Europe Fund has any
preemptive right of subscription or purchase in respect thereof.
10. CONDITIONS TO OBLIGATIONS OF EUROPE FUND AND UNITED KINGDOM FUND.
(a) That this Agreement shall have been adopted and the transactions
contemplated herein shall have been approved by the requisite vote of
the holders of the outstanding shares of beneficial interest of United
Kingdom Fund;
(b) That all consents of other parties and all other consents,
orders, and permits of federal, state, and local regulatory
authorities (including those of the Commission and of state Blue Sky
and securities authorities, which term as used herein shall include
the District of Columbia and Puerto Rico, and including "no action"
positions of such federal or state authorities) deemed necessary by
Europe Fund or United Kingdom Fund to permit consummation, in all
material respects, of the transactions contemplated hereby shall have
been obtained, except where failure to obtain any such consent, order,
or permit would not involve a risk of a material adverse effect on the
assets or properties of Europe Fund or United Kingdom Fund, provided
that either party hereto may for itself waive any of such conditions;
(c) That all proceedings taken by either Fund in connection with the
transactions contemplated by this Agreement and all documents
incidental thereto shall be satisfactory in form and substance to it
and its counsel, Kirkpatrick & Lockhart LLP;
(d) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement;
(e) That the Registration Statement shall have become effective under
the 1933 Act, and no stop order suspending such effectiveness shall
have been instituted or, to the knowledge of Europe Fund and United
Kingdom Fund, threatened by the Commission; and
(f) That Europe Fund and United Kingdom Fund shall have received an
opinion of Kirkpatrick & Lockhart LLP satisfactory to Europe Fund and
United Kingdom Fund that for federal income tax purposes:
(i) The Reorganization will be a reorganization under section
368(a)(1)(C) of the Code, and United Kingdom Fund and Europe Fund will
each be parties to the Reorganization under section 368(b) of the
Code;
(ii) No gain or loss will be recognized by United Kingdom Fund upon
the transfer of all of its assets to Europe Fund in exchange solely
for the Europe Fund Shares and the assumption of United Kingdom Fund's
liabilities followed by the distribution of those Europe Fund Shares
to the shareholders of United Kingdom Fund in liquidation of United
Kingdom Fund;
(iii) No gain or loss will be recognized by Europe Fund on the
receipt of United Kingdom Fund's assets in exchange solely for the
Europe Fund Shares and the assumption of United Kingdom Fund's
liabilities;
(iv) The basis of United Kingdom Fund's assets in the hands of
Europe Fund will be the same as the basis of such assets in United
Kingdom Fund's hands immediately prior to the Reorganization;
(v) Europe Fund's holding period in the assets to be received from
United Kingdom Fund will include United Kingdom Fund's holding period
in such assets;
(vi) A United Kingdom Fund shareholder will recognize no gain or
loss on the exchange of his or her shares of beneficial interest in
United Kingdom Fund for the Europe Fund Shares in the Reorganization;
(vii) A United Kingdom Fund shareholder's basis in the Europe Fund
Shares to be received by him or her will be the same as his or her
basis in the United Kingdom Fund shares exchanged therefor;
(viii) A United Kingdom Fund shareholder's holding period for his or
her Europe Fund Shares will include the holding period of United
Kingdom Fund shares exchanged, provided that those United Kingdom Fund
shares were held as capital assets on the date of the Reorganization.
Notwithstanding anything herein to the contrary, neither United
Kingdom Fund nor Europe Fund may waive the conditions set forth in
this subsection 10(f).
11. COVENANTS OF EUROPE FUND AND UNITED KINGDOM FUND.
(a) Europe Fund and United Kingdom Fund each covenants to operate its
respective business in the ordinary course between the date hereof and
the Closing Date, it being understood that such ordinary course of
business will include the payment of customary dividends and
distributions;
(b) United Kingdom Fund covenants that it is not acquiring the Europe
Fund Shares for the purpose of making any distribution other than in
accordance with the terms of this Agreement;
(c) United Kingdom Fund covenants that it will assist Europe Fund in
obtaining such information as Europe Fund reasonably requests
concerning the beneficial ownership of United Kingdom Fund's shares;
and
(d) United Kingdom Fund covenants that its liquidation and
termination will be effected in the manner provided in its Amended and
Restated Declaration of Trust in accordance with applicable law and
after the Closing Date, United Kingdom Fund will not conduct any
business except in connection with its liquidation and termination.
12. TERMINATION; WAIVER.
Europe Fund and United Kingdom Fund may terminate this Agreement by
mutual agreement. In addition, either Europe Fund or United Kingdom
Fund may at its option terminate this Agreement at or prior to the
Closing Date because:
(i) of a material breach by the other of any representation,
warranty, or agreement contained herein to be performed at or prior to
the Closing Date; or
(ii) a condition herein expressed to be precedent to the obligations
of the terminating party has not been met and it reasonably appears
that it will not or cannot be met.
In the event of any such termination, there shall be no liability for
damages on the part of United Kingdom Fund or Europe Fund, or their
respective Trustees or officers.
13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.
(a) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the subject matter
hereof, constitutes the only understanding with respect to such
subject matter, may not be changed except by a letter of agreement
signed by each party hereto and shall be construed in accordance with
and governed by the laws of the Commonwealth of Massachusetts.
(b) This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the respective
President, any Vice President, or Treasurer of Europe Fund or United
Kingdom Fund; provided, however, that following the shareholders'
meeting called by United Kingdom Fund pursuant to Section 7 of this
Agreement, no such amendment may have the effect of changing the
provisions for determining the number of Europe Fund Shares to be paid
to United Kingdom Fund shareholders under this Agreement to the
detriment of such shareholders without their further approval.
(c) Either Fund may waive any condition to its obligations hereunder,
provided that such waiver does not have any material adverse effect on
the interests of such Fund's shareholders.
The representations, warranties, and covenants contained in the
Agreement, or in any document delivered pursuant hereto or in
connection herewith, shall survive the consummation of the
transactions contemplated hereunder.
14. DECLARATIONS OF TRUST.
A copy of each Fund's Declaration of Trust, as restated and amended,
is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this instrument is
executed on behalf of the Trustees of each Fund as trustees and not
individually and that the obligations of each Fund under this
instrument are not binding upon any of such Fund's Trustees, officers,
or shareholders individually but are binding only upon the assets and
property of such Fund. Each Fund agrees that its obligations hereunder
apply only to such Fund and not to its shareholders individually or to
the Trustees of such Fund.
15. ASSIGNMENT.
This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment
or transfer of any rights or obligations hereunder shall be made by
any party without the written consent of the other parties. Nothing
herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm, or corporation other than the
parties hereto and their respective successors and assigns any rights
or remedies under or by reason of this Agreement.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by an appropriate officer.
[SIGNATURE LINES OMITTED]
CUSIP# 315910794/FUND# 345
EFG-pxs-0500 CUSIP# 315910786/FUND# 346
1.740412.100 CUSIP# 315910745/FUND# 344
IMPORTANT PROXY MATERIALS
PLEASE CAST YOUR VOTE NOW!
Dear Shareholder:
I am writing to ask you for your vote on an important proposal to
merge Fidelity France Fund, Fidelity Germany Fund and Fidelity United
Kingdom Fund into Fidelity Europe Fund. A shareholder meeting is
scheduled for July 19, 2000. Votes received in time to be counted at
the meeting will decide whether the merger takes place. This package
contains information about the proposal and includes all the materials
you will need to vote by mail.
The funds' Board of Trustees has reviewed the proposed mergers and has
recommended that the proposed mergers be presented to shareholders.
The Trustees, most of who are not affiliated with Fidelity, are
responsible for protecting your interests as a shareholder. The
Trustees have determined that the proposed mergers are in
shareholders' best interest. However, the final decision is up to
you.
The proposed merger would provide shareholders of the France, Germany
and United Kingdom funds with an opportunity to invest in a fund with
broader investment policies and lower expenses. The investment
objective of each fund is long-term growth of capital. The principal
difference between the funds are the specific regions in which each
normally invests. Fidelity France Fund, Fidelity Germany Fund and
Fidelity United Kingdom Fund normally invest 65% of their total assets
in issuers of their respective countries. The Fidelity Europe Fund
must invest 65% of its total assets in securities of issuers in
Europe, which is defined to include 29 different countries (including
France, Germany and the United Kingdom). We have attached a Q&A to
assist you in understanding the proposals. The enclosed proxy
statement includes a detailed description of the proposed mergers.
Please read the enclosed materials and promptly cast your vote on the
proxy card(s). You are entitled to one vote for each dollar of net
asset value you own of each fund on the record date (May 22, 2000).
Your vote is extremely important, no matter how large or small your
holdings may be.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED.
To cast your vote, simply complete the proxy card(s) enclosed in this
package. Be sure to sign the card before mailing it in the
postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-544-6666. We will be glad to help you get your vote in quickly.
Thank you for your participation in this important initiative for your
funds.
Sincerely,
Edward C. Johnson 3d
Chairman and Chief Executive Officer
Important information to help you understand and vote on the proposals
Please read the full text of the enclosed proxy statement. Below is a
brief overview of the proposals to be voted upon. Your vote is
important. We appreciate you placing your trust in Fidelity and look
forward to helping you achieve your financial goals.
WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?
Shareholders of the respective funds are being asked to vote on the
following proposals:
1. To approve an Agreement and Plan of Reorganization between Fidelity
France Fund and Fidelity Europe Fund.
2. To approve an Agreement and Plan of Reorganization between Fidelity
Germany Fund and Fidelity Europe Fund.
3. To approve an Agreement and Plan of Reorganization between Fidelity
United Kingdom Fund and Fidelity Europe Fund.
WHAT IS THE REASON FOR AND ADVANTAGES OF THESE MERGERS?
The proposed mergers would allow shareholders in the Fidelity France
Fund, Fidelity Germany Fund and Fidelity United Kingdom Fund to invest
in a fund with a similar investment objective (long-term capital of
growth), and to benefit from the significantly lower annual operating
expenses of Fidelity Europe Fund.
DO THE FUNDS BEING MERGED HAVE SIMILAR INVESTMENT POLICIES?
All of the funds seek long-term growth of capital and invest primarily
in common stocks.
WHO IS THE FUND MANAGER FOR THESE FUNDS?
Alexandra Hartmann currently manages the France and Germany funds,
while Fred Gautier currently manages the United Kingdom Fund. The
Europe Fund is managed by Thierro Serero. It is anticipated that Mr.
Serero will manage the combined fund.
HOW DO THE EXPENSE STRUCTURES OF THE FUNDS COMPARE?
Each fund pays its management fee and other expenses separately. The
management fees and other expenses of the funds vary from year to
year, as a percentage of their respective average net assets. The
total operating expenses (the sum of their respective management fee
and other expenses) of the funds for the 12 months ended October 31,
1999 were: 0.96% for Europe Fund, 2.86% for France Fund, 1.90% for
Germany Fund, and 3.56% for United Kingdom Fund. Fidelity Management
& Research Company (FMR) has voluntarily agreed to reimburse France
Fund, Germany Fund and United Kingdom Fund to the extent that total
operating expenses exceed 2.00%.
France Fund, Germany Fund and United Kingdom Fund also have a 3.00%
front-end sales charge. Europe Fund does not have a sales charge. In
addition, each of the funds has a redemption fee. France Fund,
Germany Fund and United Kingdom Fund each charge a redemption fee of
1.50% on shares held less than 90 days. Europe Fund charges a 1.00%
redemption fee on shares held for less than 30 days.
If the merger is approved by shareholders, the combined fund will
retain Europe Fund's expense structure, requiring payment of a
management fee and other operating expenses, and applying a
performance adjustment to the management fee.
ARE THE MERGERS CONSIDERED TAXABLE EVENTS FOR FEDERAL INCOME TAX
PURPOSES?
Typically, the exchange of shares in a fund merger transaction does
not result in a gain or loss for federal income tax purposes.
WHAT WILL BE THE SIZE OF FIDELITY EUROPE FUND AFTER THE MERGER AND HOW
HAS THE FUND PERFORMED?
If the proposal is approved, the combined fund is anticipated to have
over $1.3 billion in assets.
The table below shows average annual total returns for Fidelity France
Fund, Fidelity Germany Fund, Fidelity United Kingdom Fund, Fidelity
Europe Fund and the Lipper European Region Funds average over the last
1, 3, 5, and 10 year periods. Please keep in mind that past
performance is no guarantee of future results and you may have a gain
or loss when you sell your shares.
AVERAGE ANNUAL TOTAL RETURNS AS OF MARCH 31, 2000*
1 YEAR 3 YEARS 5 YEARS/ 10 YEARS
LIFE**
Fidelity France Fund 40.46% 22.70% 24.02 N/A
Fidelity Germany Fund 45.53% 20.70% 20.64 N/A
Fidelity United Kingdom Fund 3.35% 12.01% 14.53 N/A
Fidelity Europe Fund 30.28% 22.08% 22.51% 13.75%
Lipper European Region Funds 33.83% 20.74% 21.39% 11.94%
average***
* Average annual total returns are historical and include change in
share price, reinvestment of dividends and capital gains, if any, and
the effect of Fidelity France, Germany, and United Kingdom Fund's 3%
sales charge. Prior to 3/1/00, Fidelity Europe Fund had a 3% sales
charge. This sales charge is not reflected in the average annual
returns shown above.
** Life of Fund returns for France, Germany and United Kingdom Fund
are from 11/1/95.
*** Lipper, Inc. is a nationally recognized organization that reports
on mutual fund total return performance and calculates fund rankings.
Lipper averages are based on universes of funds with the same
investment objective. Peer group averages include reinvested dividends
and capital gains, if any, and exclude sales charges.
HOW WILL YOU DETERMINE THE NUMBER OF SHARES OF FIDELITY EUROPE FUND
THAT I WILL RECEIVE?
As of the close of business of the New York Stock Exchange on the
Closing Dates of the mergers, shareholders will receive the number of
full and fractional shares of Fidelity Europe Fund that is equal in
value to the net asset value of their respective shares of Fidelity
France, Germany, and/or United Kingdom Fund on that date. The
anticipated closing date for France Fund is July 28, 2000. The
anticipated closing date for Germany Fund is July 26, 2000, and the
anticipated closing date for United Kingdom Fund is July 24, 2000.
WHAT IF THERE ARE NOT ENOUGH VOTES TO REACH QUORUM BY THE SCHEDULED
SHAREHOLDER MEETING DATE?
To facilitate receiving sufficient votes, we will need to take further
action. We, or D.F. King & Co., Inc., a proxy solicitation firm, may
contact you by mail or telephone. Therefore, we encourage
shareholders to vote as soon as they review the enclosed proxy
materials to avoid additional mailings or telephone calls.
If there are not sufficient votes to approve the proposals by the time
of the Shareholder Meeting (July 19, 2000), the meeting may be
adjourned to permit further solicitation of proxy votes.
HAS THE FUND'S BOARD OF TRUSTEES APPROVED THE PROPOSAL?
Yes. The Board of Trustees has unanimously approved the proposals and
recommends that you vote to approve each one.
HOW MANY VOTES AM I ENTITLED TO CAST?
As a shareholder, you are entitled to one vote for each dollar of net
asset value you own of Fidelity France, Germany, and/or United Kingdom
Fund on the record date. The record date is May 22, 2000.
HOW DO I VOTE MY SHARES?
You can vote your shares by completing and signing the enclosed proxy
card, and mailing it in the enclosed postage paid envelope. If you
need any assistance, or have any questions regarding the proposal or
how to vote your shares, please call Fidelity at 800-544-8888.
HOW DO I SIGN THE PROXY CARD?
INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names
appear on the account registration shown on the
card.
JOINT ACCOUNTS: Either owner may sign, but the name of the person
signing should conform exactly to a name shown in
the registration.
ALL OTHER ACCOUNTS: The person signing must indicate his or her
capacity. For example, a trustee for a trust or
other entity should sign, "Ann B. Collins,
Trustee."
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ----------------------------------------------------------------------
FIDELITY INVESTMENT TRUST:
FIDELITY FRANCE FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Thomas R. Williams, or any one or
more of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Investment Trust: Fidelity France Fund which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at an office of the trust at 27 State Street,
10th Floor, Boston, MA 02109, on July 19, 2000 at 11:15 a.m. Eastern
time 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
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 315910794 fund # 345
Please refer to the Proxy Statement discussion of this matter.
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. (1) To approve an Agreement FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
and Plan of
Reorganization between
Fidelity France Fund and
Fidelity Europe Fund.
FRA-PXC-0700 cusip # 315910794 fund # 345
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ----------------------------------------------------------------------
FIDELITY INVESTMENT TRUST:
FIDELITY GERMANY FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Thomas R. Williams, or any one or
more of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Investment Trust: Fidelity Germany Fund which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at an office of the trust at 27 State Street,
10th floor, Boston, MA 02109, on July 19, 2000 at 11:15 a.m. Eastern
time 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__________________________________
______________________________________
______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 315910786 fund # 346
Please refer to the Proxy Statement discussion of this matter.
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. (1) To approve an Agreement FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
and Plan of
Reorganization between
Fidelity Germany Fund and
Fidelity Europe Fund.
GER-PXC-0700 cusip # 315910786 fund # 346
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ----------------------------------------------------------------------
FIDELITY INVESTMENT TRUST:
FIDELITY UNITED KINGDOM FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Thomas R. Williams, or any one or
more of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Investment Trust: Fidelity United Kingdom Fund
which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at an office of the trust at 27
State Street, 10th floor, Boston, MA 02109, on July 19, 2000 at 11:15
a.m. Eastern time 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___________________________________
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 315910745 fund# 344
Please refer to the Proxy Statement discussion of this matter.
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. (1) To approve an Agreement FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
and Plan of
Reorganization between
Fidelity United Kingdom
Fund and Fidelity Europe
Fund.
UTY-PXC-0700 cusip # 315910745 fund # 344
Like securities of all mutual funds, these securities have
not been approved or disapproved by the Securities
and Exchange Commission, and the Securities and
Exchange Commission has not determined if this
prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
FIDELITY'S
TARGETED INTERNATIONAL EQUITY
FUNDS
Fund Number TRADING SYMBOL
Fidelity Canada Fund 309 FICDX
Fidelity Emerging Markets Fund 322 FEMKX
Fidelity Europe Fund 301 FIEUX
Fidelity Europe Capital 341 FECAX
Appreciation Fund
Fidelity Hong Kong and China 352 FHKCX
Fund
Fidelity Japan Fund 350 FJPNX
Fidelity Japan Smaller 360 FJSCX
Companies Fund (formerly
Japan Small Companies Fund)
Fidelity Latin America Fund 349 FLATX
Fidelity Nordic Fund 342 FNORX
Fidelity Pacific Basin Fund 302 FPBFX
Fidelity Southeast Asia Fund 351 FSEAX
PROSPECTUS
DECEMBER 29, 1999
(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109
CONTENTS
FUND SUMMARY 42 INVESTMENT SUMMARY
48 PERFORMANCE
56 FEE TABLE
FUND BASICS 62 INVESTMENT DETAILS
66 VALUING SHARES
SHAREHOLDER INFORMATION 66 BUYING AND SELLING SHARES
74 EXCHANGING SHARES
74 ACCOUNT FEATURES AND POLICIES
77 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS
77 TAX CONSEQUENCES
FUND SERVICES 78 FUND MANAGEMENT
80 FUND DISTRIBUTION
APPENDIX 81 FINANCIAL HIGHLIGHTS
FUND SUMMARY
INVESTMENT SUMMARY
INVESTMENT OBJECTIVE
CANADA FUND seeks growth of capital over the long term.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal investment
strategies include:
(small solid bullet) Normally investing at least 65% of total assets
in securities of issuers that have their principal activities in
Canada or are registered in Canadian markets.
(small solid bullet) Potentially investing in securities of U.S.
issuers.
(small solid bullet) Normally investing primarily in common stocks.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets can be more
volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently from the U.S. market.
(small solid bullet) GEOGRAPHIC CONCENTRATION IN CANADA. The Canadian
economy can be significantly affected by the U.S. economy and the
price of natural resources. Periodic demands by the Province of
Quebec for sovereignty could significantly affect the Canadian
market.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When you sell your shares of the fund, they could be worth more or
less than what you paid for them.
INVESTMENT OBJECTIVE
EMERGING MARKETS FUND seeks capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal investment
strategies include:
(small solid bullet) Normally investing at least 65% of total assets
in securities of issuers in emerging markets (countries that have an
emerging stock market as defined by the International Finance
Corporation and countries with low- to middle-income economies
according to the World Bank).
(small solid bullet) Normally investing primarily in common stocks.
(small solid bullet) Allocating investments across countries
considering the size of the market in each country relative to the
size of the markets in countries considered emerging markets as a
whole.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets, particularly
emerging markets, can be more volatile than the U.S. market due to
increased risks of adverse issuer, political, regulatory, market or
economic developments and can perform differently from the U.S.
market. Emerging markets can be subject to greater social, economic,
regulatory and political uncertainties and can be extremely volatile.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When you sell your shares of the fund, they could be worth more or
less than what you paid for them.
INVESTMENT OBJECTIVE
EUROPE FUND seeks growth of capital over the long-term.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal investment
strategies include:
(small solid bullet) Normally investing at least 65% of total assets
in securities of issuers that have their principal activities in
Europe.
(small solid bullet) Normally investing primarily in common stocks.
(small solid bullet) Allocating investments across countries
considering the size of the market in each country relative to the
size of the markets in Europe as a whole.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets, particularly
emerging markets, can be more volatile than the U.S. market due to
increased risks of adverse issuer, political, regulatory, market or
economic developments and can perform differently from the U.S.
market. Emerging markets can be subject to greater social, economic,
regulatory and political uncertainties and can be extremely volatile.
(small solid bullet) GEOGRAPHIC CONCENTRATION IN EUROPE. Both
developed and emerging market countries in Europe will be
significantly affected by the tight fiscal and monetary controls
required to join the European Economic and Monetary Union (EMU).
The markets in Eastern Europe remain relatively undeveloped and can be
particularly sensitive to political and economic developments.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When you sell your shares of the fund, they could be worth more or
less than what you paid for them.
INVESTMENT OBJECTIVE
EUROPE CAPITAL APPRECIATION FUND seeks long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal investment
strategies include:
(small solid bullet) Normally investing at least 65% of total assets
in securities of issuers that have their principal activities in
Europe.
(small solid bullet) Normally investing primarily in common stocks.
(small solid bullet) Allocating investments across countries
considering the size of the market in each country relative to the
size of the markets in Europe as a whole.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets, particularly
emerging markets, can be more volatile than the U.S. market due to
increased risks of adverse issuer, political, regulatory, market or
economic developments and can perform differently from the U.S.
market. Emerging markets can be subject to greater social, economic,
regulatory and political uncertainties and can be extremely volatile.
(small solid bullet) GEOGRAPHIC CONCENTRATION IN EUROPE. Both
developed and emerging market countries in Europe will be
significantly affected by the tight fiscal and monetary controls
required to join the EMU. The markets in Eastern Europe remain
relatively undeveloped and can be particularly sensitive to political
and economic developments.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When you sell your shares of the fund, they could be worth more or
less than what you paid for them.
INVESTMENT OBJECTIVE
HONG KONG AND CHINA FUND seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal investment
strategies include:
(small solid bullet) Normally investing at least 65% of total assets
in securities of Hong Kong and Chinese issuers.
(small solid bullet) Investing mostly in securities of Hong Kong
issuers.
(small solid bullet) Normally investing primarily in common stocks.
(small solid bullet) Investing up to 35% of total assets in any
industry that accounts for more than 20% of the Hong Kong and Chinese
market.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets, particularly
emerging markets, can be more volatile than the U.S. market due to
increased risks of adverse issuer, political, regulatory, market or
economic developments and can perform differently from the U.S.
market. Emerging markets can be subject to greater social, economic,
regulatory and political uncertainties and can be extremely volatile.
(small solid bullet) GEOGRAPHIC CONCENTRATION IN HONG KONG AND CHINA.
The Hong Kong and Chinese economies are generally considered emerging
markets and can be significantly affected by general economic and
political conditions in other Asian countries and changes in Chinese
government policy. A small number of companies and industries
represent a large portion of the Hong Kong and Chinese market, and
these companies and industries can be sensitive to adverse political,
economic, or regulatory developments.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole.
In addition, the fund is considered non-diversified and can invest a
greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
issuer could cause greater fluctuations in share price than would
occur in a more diversified fund.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When you sell your shares of the fund, they could be worth more or
less than what you paid for them.
INVESTMENT OBJECTIVE
JAPAN FUND seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal investment
strategies include:
(small solid bullet) Normally investing at least 65% of total assets
in securities of Japanese issuers.
(small solid bullet) Normally investing primarily in common stocks.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets can be more
volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently from the U.S. market.
(small solid bullet) GEOGRAPHIC CONCENTRATION IN JAPAN. The Japanese
economy is currently in a recession. International trade and
government policy can significantly affect economic growth.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When you sell your shares of the fund, they could be worth more or
less than what you paid for them.
INVESTMENT OBJECTIVE
JAPAN SMALL ER COMPANIES FUND seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal investment
strategies include:
(small solid bullet) Normally investing at least 65% of total assets
in securities of Japanese issuers with small er market
capitalizations (those with market capitalizations similar to
companies in the Tokyo Stock Exchange Second Section Index or the
JASDAQ Stock Index).
(small solid bullet) Potentially investing in securities of Japanese
issuers with larger market capitalizations and non-Japanese issuers.
(small solid bullet) Normally investing primarily in common stocks.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets can be more
volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently from the U.S. market.
(small solid bullet) GEOGRAPHIC CONCENTRATION IN JAPAN. The Japanese
economy is currently in a recession. International trade and
government policy can significantly affect economic growth.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole.
(small solid bullet) SMALL CAP INVESTING. The value of securities of
smaller, less well-known issuers can perform differently from the
market as a whole and other types of stocks and can be more volatile
than that of larger issuers.
In addition, the fund is considered non-diversified and can invest a
greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
issuer could cause greater fluctuations in share price than would
occur in a more diversified fund.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When you sell your shares of the fund, they could be worth more or
less than what you paid for them.
INVESTMENT OBJECTIVE
LATIN AMERICA FUND seeks high total investment return.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal investment
strategies include:
(small solid bullet) Normally investing at least 65% of total assets
in securities of Latin American issuers.
(small solid bullet) Normally investing primarily in common stocks.
(small solid bullet) Allocating investments across countries
considering the size of the market in each country relative to the
size of the markets in Latin America as a whole.
(small solid bullet) Investing up to 35% of total assets in any
industry that accounts for more than 20% of the Latin American market.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets, particularly
emerging markets, can be more volatile than the U.S. market due to
increased risks of adverse issuer, political, regulatory, market or
economic developments and can perform differently from the U.S.
market. Emerging markets can be subject to greater social, economic,
regulatory and political uncertainties and can be extremely volatile.
(small solid bullet) GEOGRAPHIC CONCENTRATION IN LATIN AMERICA. The
Latin American economies are generally considered emerging markets and
can be significantly affected by currency devaluations. In
addition, the Latin American economies can be particularly sensitive
to fluctuations in commodity prices. A small number of companies
and industries represent a large portion of the Latin American market,
and these companies and industries can be sensitive to adverse
political, economic, or regulatory developments. The markets in Latin
America can be extremely volatile.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When you sell your shares of the fund, they could be worth more or
less than what you paid for them.
INVESTMENT OBJECTIVE
NORDIC FUND seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal investment
strategies include:
(small solid bullet) Normally investing at least 65% of total assets
in securities of Danish, Finnish, Norwegian, and Swedish issuers.
(small solid bullet) Normally investing primarily in common stocks.
(small solid bullet) Allocating investments across countries
considering the size of the market in each country relative to the
size of the markets in the Nordic region as a whole.
(small solid bullet) Investing up to 35% of total assets in any
industry that accounts for more than 20% of the Nordic market.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets can be more
volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently from the U.S. market.
(small solid bullet) GEOGRAPHIC CONCENTRATION IN NORDIC REGION. The
Nordic economies can be significantly affected by the price of natural
resources and their governments' efforts to comply with the
restrictions required to join the EMU. A small number of companies and
industries represent a large portion of the Nordic market, and these
companies and industries can be sensitive to adverse political,
economic, or regulatory developments.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole.
In addition, the fund is considered non-diversified and can invest a
greater portion of assets in securities of individual issuers than a
diversified fund. As a result, changes in the market value of a single
issuer could cause greater fluctuations in share price than would
occur in a more diversified fund.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When you sell your shares of the fund, they could be worth more or
less than what you paid for them.
INVESTMENT OBJECTIVE
PACIFIC BASIN FUND seeks growth of capital over the long-term.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal investment
strategies include:
(small solid bullet) Normally investing at least 65% of total assets
in securities of issuers that have their principal activities in the
Pacific Basin.
(small solid bullet) Normally investing primarily in common stocks.
(small solid bullet) Allocating investments across countries
considering the size of the market in each country relative to the
size of the markets in the Pacific Basin as a whole.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets, particularly
emerging markets, can be more volatile than the U.S. market due to
increased risks of adverse issuer, political, regulatory, market or
economic developments and can perform differently from the U.S.
market. Emerging markets can be subject to greater social, economic,
regulatory and political uncertainties and can be extremely volatile.
(small solid bullet) GEOGRAPHIC CONCENTRATION IN PACIFIC BASIN. Many
Pacific Basin economies are generally considered emerging markets and
most are currently in recessions. International trade, government
policy, and political and social stability can significantly affect
economic growth. The markets in the Pacific Basin can be extremely
volatile.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When you sell your shares of the fund, they could be worth more or
less than what you paid for them.
INVESTMENT OBJECTIVE
SOUTHEAST ASIA FUND seeks capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
Fidelity Management & Research Company (FMR)'s principal investment
strategies include:
(small solid bullet) Normally investing at least 65% of total assets
in securities of Southeast Asian issuers.
(small solid bullet) Normally investing primarily in common stocks.
(small solid bullet) Allocating investments across countries
considering the size of the market in each country relative to the
size of the markets in Southeast Asia as a whole.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.
PRINCIPAL INVESTMENT RISKS
The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets, particularly
emerging markets, can be more volatile than the U.S. market due to
increased risks of adverse issuer, political, regulatory, market or
economic developments and can perform differently from the U.S.
market. Emerging markets can be subject to greater social, economic,
regulatory and political uncertainties and can be extremely volatile.
(small solid bullet) GEOGRAPHIC CONCENTRATION IN SOUTHEAST ASIA. Most
Southeast Asian economies are generally considered emerging markets
and are currently in recessions. International trade, government
policy and political and social stability can significantly affect
economic growth. The markets in Southeast Asia can be extremely
volatile.
(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When you sell your shares of the fund, they could be worth more or
less than what you paid for them.
PERFORMANCE
The following information illustrates the changes in each fund's
performance from year to year and compares each fund's performance to
the performance of a market index and an average of the performance of
similar funds over various periods of time. Prior to February 19,
1993, Emerging Markets operated under certain different investment
policies. Accordingly, the fund's historical performance may not
represent its current investment policies. Returns are based on past
results and are not an indication of future performance.
YEAR-BY-YEAR-RETURNS
The returns in the chart do not include the effect of the funds'
front-end sales charge. If the effect of the sales charge were
reflected, returns would be lower than those shown.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CANADA FUND
Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
26.99% -5.49% 17.68% -2.87% 25.47% -11.98% 19.39% 15.96% 6.12% -14.92%
</TABLE>
Percentage (%)
Row: 1, Col: 1, Value: 26.99
Row: 2, Col: 1, Value: -5.49
Row: 3, Col: 1, Value: 17.68
Row: 4, Col: 1, Value: -2.87
Row: 5, Col: 1, Value: 25.47
Row: 6, Col: 1, Value: -11.98
Row: 7, Col: 1, Value: 19.39
Row: 8, Col: 1, Value: 15.96
Row: 9, Col: 1, Value: 6.119999999999999
Row: 10, Col: 1, Value: -14.92
DURING T HE PERIODS SHOWN IN THE CHART FOR CANADA FUND, THE HIGHEST
RETURN FOR A QUARTER WAS 14.49% (QUARTER ENDING MARCH 31,
1991 ) AND THE LOWEST RETURN FOR A QUARTER WAS -28.11%
(QUARTER ENDING SEPTEMBER 30, 1998 ).
THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR CANADA FUND WAS
6.79 %.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EMERGING MARKETS FUND
Calendar Years 1991 1992 1993 1994 1995 1996 1997 1998
6.76% 5.85% 81.76% -17.93% -3.18% 10.00% -40.77% -26.56%
</TABLE>
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 6.76
Row: 4, Col: 1, Value: 5.85
Row: 5, Col: 1, Value: 81.76000000000001
Row: 6, Col: 1, Value: -17.93
Row: 7, Col: 1, Value: -3.18
Row: 8, Col: 1, Value: 10.0
Row: 9, Col: 1, Value: -40.77
Row: 10, Col: 1, Value: -26.56
DURING THE PERIODS SHOWN IN THE CHART FOR EMERGING MARKETS FUND,
THE HIGHEST RETURN FOR A QUARTER WAS 39.73% (QUARTER ENDING
DECEMBER 31, 1993 ) AND THE LOWEST RETURN FOR A QUARTER WAS
-24.44% (QUARTER ENDING SEPTEMBER 30, 1998).
THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR EMERGING MARKETS
FUND WAS 27.80 %.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EUROPE FUND
Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
32.33% -4.59% 4.16% -2.52% 27.16% 6.26% 18.84% 25.63% 22.89% 20.77%
</TABLE>
Percentage (%)
Row: 1, Col: 1, Value: 32.33
Row: 2, Col: 1, Value: -4.59
Row: 3, Col: 1, Value: 4.159999999999999
Row: 4, Col: 1, Value: -2.52
Row: 5, Col: 1, Value: 27.16
Row: 6, Col: 1, Value: 6.26
Row: 7, Col: 1, Value: 18.84
Row: 8, Col: 1, Value: 25.63
Row: 9, Col: 1, Value: 22.89
Row: 10, Col: 1, Value: 20.77
D URING THE PERIODS SHOWN IN THE CHART FOR EUROPE FUND, THE HIGHEST
RETURN FOR A QUARTER WAS 18.97% (QUARTER ENDING MARCH 31,
1998 ) AND THE LOWEST RETURN FOR A QUARTER WAS -17.36%
(QUARTER ENDING SEPTEMBER 30, 1998 ).
THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR EUROPE FUND WAS
- - 2.48 %.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EUROPE CAPITAL APPRECIATION
FUND
Calendar Years 1994 1995 1996 1997 1998
6.88% 14.69% 25.89% 24.96% 21.66%
</TABLE>
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: 6.88
Row: 7, Col: 1, Value: 14.69
Row: 8, Col: 1, Value: 25.89
Row: 9, Col: 1, Value: 24.96
Row: 10, Col: 1, Value: 21.66
DURIN G THE PERIODS SHOWN IN THE CHART FOR EUROPE CAPITAL
APPRECIATION FUND, THE HIGHEST RETURN FOR A QUARTER WAS 22.68%
(QUARTER ENDING MARCH 31, 1998 ) AND THE LOWEST RETURN FOR A
QUARTER WAS -19.88% (QUARTER ENDING SEPTEMBER 30, 1998).
THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR EUROPE CAPITAL
APPRECIATION FUND WAS 0.56 %.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HONG KONG AND CHINA FUND
Calendar Years 1996 1997 1998
40.99% -22.05% -5.34%
</TABLE>
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: 40.99
Row: 9, Col: 1, Value: -22.05
Row: 10, Col: 1, Value: -5.34
DURING THE PE RIODS SHOWN IN THE CHART FOR HONG KONG AND CHINA FUND,
THE HIGHEST RETURN FOR A QUARTER WAS 21.58 (QUARTER ENDING
DECEMBER 31, 1998 ) AND THE LOWEST RETURN FOR A QUARTER WAS
-31.38% (QUARTER ENDING DECEMBER 31, 1997).
THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR HONG KONG AND
CHINA FUND WAS 33.83 %.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
JAPAN FUND
Calendar Years 1993 1994 1995 1996 1997 1998
20.45% 16.46% -2.13% -11.19% -10.73% 13.09%
</TABLE>
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: 20.45
Row: 6, Col: 1, Value: 16.46
Row: 7, Col: 1, Value: -2.13
Row: 8, Col: 1, Value: -11.19
Row: 9, Col: 1, Value: -10.73
Row: 10, Col: 1, Value: 13.09
DURING THE PERIODS SHOWN IN TH E CHART FOR JAPAN FUND, THE HIGHEST
RETURN FOR A QUARTER WAS 23.45% (QUARTER ENDING JUNE 30,
1997 ) AND THE LOWEST RETURN FOR A QUARTER WAS -15.47%
(QUARTER ENDING DECEMBER 31, 1997 ).
THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR JAPAN FUND WAS
79.03 %.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
JAPAN SMALLER COMPANIES FUND
Calendar Years 1996 1997 1998
-24.59% -30.35% 31.16%
</TABLE>
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: -24.59
Row: 9, Col: 1, Value: -30.35
Row: 10, Col: 1, Value: 31.16
DURING THE PERIODS SHOWN IN THE CHART FOR JAPAN SMALLER COMPANIES
FUND, THE HIGHEST RETURN FOR A QUARTER WAS 34.82% (QUARTER
ENDING DECEMBER 31, 1998 ) AND THE LOWEST RETURN FOR A QUARTER
WAS -20.10% (QUARTER ENDING SEPTEMBER 30, 1997).
THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR JAPAN
SMALL ER COMPANIES FUND WAS 174.03 %.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LATIN AMERICA FUND
Calendar Years 1994 1995 1996 1997 1998
-23.17% -16.46% 30.72% 32.89% -38.34%
</TABLE>
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: -23.17
Row: 7, Col: 1, Value: -16.46
Row: 8, Col: 1, Value: 30.72
Row: 9, Col: 1, Value: 32.89
Row: 10, Col: 1, Value: -38.34
DURING THE PERIODS SHOWN IN THE CHART FOR LATIN AMERICA FUND, THE
HIGHEST RETURN FOR A QUARTER WAS 29.79% (QUARTER ENDING
SEPTEMBER 30, 1994 ) AND THE LOWEST RETURN FOR A QUARTER WAS
-30.76% (QUARTER ENDING SEPTEMBER 30, 1998).
THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR LATIN AMERICA
FUND WAS 14.18 %.
NORDIC FUND
Calendar Years 1996 1997 1998
41.69% 12.11% 29.54%
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: 41.69000000000001
Row: 9, Col: 1, Value: 12.11
Row: 10, Col: 1, Value: 29.54
DURING THE PERIO DS SHOWN IN THE CHART FOR NORDIC FUND, THE HIGHEST
RETURN FOR A QUARTER WAS 21.26% (QUARTER ENDING DECEMBER
31, 1998 ) AND THE LOWEST RETURN FOR A QUARTER WAS -19.42%
(QUARTER ENDING SEPTEMBER 30, 1998).
THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR NORDIC FUND WAS
14.71 %.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PACIFIC BASIN FUND
Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
11.44% -27.21% 12.54% -7.62% 63.91% -2.81% -6.11% -2.76% -15.10% 8.26%
</TABLE>
Percentage (%)
Row: 1, Col: 1, Value: 11.44
Row: 2, Col: 1, Value: -27.21
Row: 3, Col: 1, Value: 12.54
Row: 4, Col: 1, Value: -7.619999999999999
Row: 5, Col: 1, Value: 63.91
Row: 6, Col: 1, Value: -2.81
Row: 7, Col: 1, Value: -6.109999999999999
Row: 8, Col: 1, Value: -2.76
Row: 9, Col: 1, Value: -15.1
Row: 10, Col: 1, Value: 8.26
DURING THE P ERIODS SHOWN IN THE CHART FOR PACIFIC BASIN FUND, THE
HIGHEST RETURN FOR A QUARTER WAS 21.58% (QUARTER ENDING
DECEMBER 31, 1998 ) AND THE LOWEST RETURN FOR A QUARTER WAS
-25.00% (QUARTER ENDING SEPTEMBER 30, 1990).
THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR PACIFIC BASIN
FUND WAS 59.68 %.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SOUTHEAST ASIA FUND
Calendar Years 1994 1995 1996 1997 1998
-21.76% 12.18% 10.16% -38.88% -5.79%
</TABLE>
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: -21.76
Row: 7, Col: 1, Value: 12.18
Row: 8, Col: 1, Value: 10.16
Row: 9, Col: 1, Value: -38.88
Row: 10, Col: 1, Value: -5.79
DURING THE P ERIODS SHOWN IN THE CHART FOR SOUTHEAST ASIA FUND, THE
HIGHEST RETURN FOR A QUARTER WAS 25.52% (QUARTER ENDING
DECEMBER 31, 1998 ) AND THE LOWEST RETURN FOR A QUARTER WAS
-28.57% (QUARTER ENDING DECEMBER 31, 1997).
THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR SOUTHEAST ASIA
FUND WAS 33.76 %.
AVERAGE ANNUAL RETURNS
The returns in the following table include the effect of each fund's
3.00% maximum applicable front-end sales charge.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
For the periods ended Past 1 year Past 5 years Past 10 years/ Life of fund
December 31, 1998
Canada Fund -17.48% 1.31% 6.27%
TSE 300 Index -1.58% 10.67% 9.65%
Emerging Markets Fund -28.77% -18.09% -3.25%A
MSCI Emerging Markets Free -25.34% -9.27% 8.16%A
Index
Lipper Emerging Markets Funds -26.83% -10.25% n/a
Average
Europe Fund 17.15% 17.96% 14.05%
MSCI Europe Index 28.87% 19.24% 15.29%
Lipper European Region Funds 22.55% 16.05% 11.21%
Average
Europe Capital Appreciation 18.01% 17.88% 17.83%B
Fund
MSCI Europe Index 28.87% 19.24% 19.32%B
Lipper European Region Funds 22.55% 16.05% n/a
Average
Hong Kong and China Fund -8.18% n/a 1.07%C
Hang Seng Index -3.86% n/a 3.66%C
Lipper China Region Funds -17.51% n/a n/a
Average
Japan Fund 9.69% -0.18% 2.79%D
TOPIX Index 7.76% -4.87% -1.44%D
Lipper Japanese Funds Average 8.17% -3.66% n/a
Japan Smaller Companies Fund 27.22% n/a -10.37%C
Tokyo Stock Exchange Second 14.81% n/a -15.50%C
Section Stock Price Index
Lipper Japanese Funds Average 8.17% n/a n/a
Latin America Fund -40.19% -7.79% 1.37%E
MSCI Emerging Markets Free - -35.11% -1.74% 5.57%E
Latin America Index
Lipper Latin America Funds -38.21% -6.81% n/a
Average
Nordic Fund 25.65% n/a 23.79%C
FT- A - Nordic Index 20.02% n/a 21.23%C
Lipper European Region Funds 22.55% n/a n/a
Average
Pacific Basin Fund 5.01% -4.58% 0.90%
MSCI Pacific Index 2.57% -4.10% -3.90%
Lipper Pacific Region Funds -5.99% -6.96% 2.59%
Average
Southeast Asia Fund -8.62% -11.59% -2.02%E
MSCI All Country Far East -4.82% -11.95% -1.33%E
Free ex Japan Index
Lipper Pacific ex Japan Funds -9.05% -11.89% n/a
Average
</TABLE>
A FROM NOVEMBER 1, 1990.
B FROM DECEMBER 2 1 , 1993.
C FROM NOVEMBER 1, 1995.
D FROM SEPTEMBER 15, 1992.
E FROM APRIL 19, 1993.
If FMR had not reimbursed certain fund expenses during these periods,
Canada Fund's, Europe Fund's, Japan Fund's, Nordic Fund's, Pacific
Basin Fund's, and Southeast Asia Fund's returns would have been
lower.
Morgan Stanley Capital International AC (All Country) Far East
Free ex Japan Index is a market capitalization-weighted index of over
350 stocks traded in eight Asian markets, excluding Japan.
Morgan Stanley Capital International Emerging Markets Free Index is a
market capitalization-weighted index that is designed to represent the
performance of emerging stock markets throughout the world. As of
December 31, 1998, the index included over 900 equity
securities of companies domiciled in 25 countries.
Morgan Stanley Capital International Emerging Markets Free - Latin
America Index is a market capitalization-weighted index of
approximately 160 stocks traded in seven Latin American markets.
Morgan Stanley Capital International Europe Index is a market
capitalization-weighted index that is designed to represent the
performance of developed stock markets in Europe. As of December 31,
1998, the index included over 590 equity securities of
companies domiciled in 15 European countries.
Morgan Stanley Capital International Pacific Index is a market
capitalization-weighted index of approximately 400 stocks traded in
six Pacific-region markets.
Toronto Stock Exchange (TSE) 300 is a market capitalization-weighted
index of 300 stocks traded in the Canadian market.
Hang Seng Index is a market capitalization-weighted index of the
stocks of the 33 largest companies in the Hong Kong market.
Tokyo Stock Exchange Index (TOPIX) is a market capitalization-weighted
index of over 1300 stocks traded in the Japanese market.
Tokyo Stock Exchange Second Section Stock Price Index is a market
capitalization-weighted index that reflects the performance of the
smaller, less established and newly listed companies of the Tokyo
Stock Exchange.
FT - Actuaries World Nordic Index is a market capitalization-weighted
index of over 90 stocks traded in four Scandinavian markets.
Each Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.
FEE TABLE
The following table describes the fees and expenses that are incurred
when you buy, hold, or sell shares of a fund. The annual fund
operating expenses provided below for Canada Fund, Emerging Markets
Fund, Europe Fund, Europe Capital Appreciation Fund, Hong Kong and
China Fund, Japan Fund, Latin America Fund, Nordic Fund, Pacific Basin
Fund, and Southeast Asia Fu nd do not reflect the effect of any
reduction of certain expenses during the period. The annual fund
operating expenses provided below for Japan Smaller Companies Fund
a re based on historical expenses.
SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)
Maximum sales charge (load) 3.00%A
on purchases (as a % of
offering price)
Sales charge (load) on None
reinvested distributions
Deferred sales charge (load) None
on redemptions
Redemption fee on shares held %
less than 90 days (as a % of
amount redeemed) for Canada
Fund, Emerging Markets Fund,
Hong Kong and China Fund,
Japan Fund, Japan Smaller
Companies Fund, Latin
America Fund, Nordic Fund,
and Southeast Asia Fund only
Redemption fee on shares held 1.00%
less than 90 days (as a % of
amount redeemed) for Europe
Fund, Europe Capital
Appreciation Fund, and
Pacific Basin Fund only
Annual account maintenance $ 12.00
fee (for accounts under
$2,500)
A LOWER SALES CHARGES MAY BE AVAILABLE FOR ACCOUNTS OVER $250,000.
ANNUAL FUND OPERATING EXPENSES (PAID FROM FUND ASSETS)
CANADA FUND Management fee 0.32%
Distribution and Service None
(12b-1) fee
Other expenses 0.90%
Total annual fund operating 1.22%
expenses
EMERGING MARKETS FUND Management fee 0.73%
Distribution and Service None
(12b-1) fee
Other expenses 0.72%
Total annual fund operating 1.45%
expenses
EUROPE FUND Management fee 0.60%
Distribution and Service None
(12b-1) fee
Other expenses 0.36%
Total annual fund operating 0.96%
expenses
EUROPE CAPITAL APPRECIATION Management fee 0.66%
FUND
Distribution and Service None
(12b-1) fee
Other expenses 0.41%
Total annual fund operating 1.07%
expenses
HONG KONG AND CHINA FUND Management fee 0.73%
Distribution and Service None
(12b-1) fee
Other expenses 0.61%
Total annual fund operating 1.34%
expensesA
JAPAN FUND Management fee 0.86%
Distribution and Service None
(12b-1) fee
Other expenses 0.38%
Total annual fund operating 1.24%
expenses
JAPAN SMALLER COMPANIES FUND Management fee 0.72%
Distribution and Service None
(12b-1) fee
Other expenses 0.35%
Total annual fund operating 1.07%
expensesA
LATIN AMERICA FUND Management fee 0.73%
Distribution and Service None
(12b-1) fee
Other expenses 0.59%
Total annual fund operating 1.32%
expenses
NORDIC FUND Management fee 0.73%
Distribution and Service None
(12b-1) fee
Other expenses 0.54%
Total annual fund operating 1.27%
expensesA
PACIFIC BASIN FUND Management fee 0.92%
Distribution and Service None
(12b-1) fee
Other expenses 0.45%
Total annual fund operating 1.37%
expenses
SOUTHEAST ASIA FUND Management fee 0.89%
Distribution and Service None
(12b-1) fee
Other expenses 0.57%
Total annual fund operating 1.46%
expenses
A FMR HAS VOLUNTARILY AGREED TO REIMBURSE HONG KONG AND CHINA FUND,
JAPAN SMALL ER COMPANIES FUND, AND NORDIC FUND TO THE
EXTENT THAT TOTAL OPERATING EXPENSES (EXCLUDING INTEREST, TAXES,
SECURITIES LENDING COSTS , BROKERAGE COMMISSIONS AND
EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF THEIR RESPECTIVE AVERAGE
NET ASSETS, EXCEED 2.00%. THESE ARRANGEMENTS CAN BE DISCONTINUED BY
FMR AT ANY TIME.
A portion of the brokerage commissions that a fund pays is used to
reduce that fund's expenses. In addition, through arrangements with
each fund's custodian and transfer agent, credits realized as a
result of uninvested cash balances are used to reduce custodian and
transfer agent expenses. Including these reductions, the total fund
operating expenses would have been:
CANADA FUND 1.06%
EMERGING MARKETS FUND 1.42%
EUROPE FUND 0.89%
EUROPE CAPITAL APPRECIATION 0.97%
FUND
HONG KONG AND CHINA FUND 1.32%
JAPAN FUND 1.23%
LATIN AMERICA FUND 1.30%
NORDIC FUND 1.23%
PACIFIC BASIN FUND 1.36%
SOUTHEAST ASIA FUND 1.43%
This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.
Let's say, hypothetically, that each fund's annual return is 5% and
that your shareholder fees and each fund's annual operating expenses
are exactly as described in the fee table. This example illustrates
the effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account after the number of years
indicated:
CANADA FUND 1 year $ 421
3 years $ 676
5 years $ 950
10 years $ 1,733
EMERGING MARKETS FUND 1 year $ 443
3 years $ 745
5 years $ 1,068
10 years $ 1,983
EUROPE FUND 1 year $ 395
3 years $ 597
5 years $ 815
10 years $ 1,443
EUROPE CAPITAL APPRECIATION 1 year $ 406
FUND
3 years $ 630
5 years $ 872
10 years $ 1,566
HONG KONG AND CHINA FUND 1 year $ 432
3 years $ 712
5 years $ 1,012
10 years $ 1,864
JAPAN FUND 1 year $ 423
3 years $ 682
5 years $ 961
10 years $ 1,755
JAPAN SMALLER COMPANIES FUND 1 year $ 406
3 years $ 630
5 years $ 872
10 years $ 1,566
LATIN AMERICA FUND 1 year $ 430
3 years $ 706
5 years $ 1,002
10 years $ 1,843
NORDIC FUND 1 year $ 425
3 years $ 691
5 years $ 976
10 years $ 1,788
PACIFIC BASIN FUND 1 year $ 435
3 years $ 721
5 years $ 1,027
10 years $ 1,897
SOUTHEAST ASIA FUND 1 year $ 444
3 years $ 748
5 years $ 1,073
10 years $ 1,994
FUND BASICS
INVESTMENT DETAILS
INVESTMENT OBJECTIVE
CANADA FUND seeks growth of capital over the long term.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests at least 65% of the fund's total assets in
securities of issuers that have their principal activities in Canada
or are registered in Canadian markets. FMR may also invest the fund's
assets in U.S. issuers. FMR normally invests the fund's assets
primarily in common stocks.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.
INVESTMENT OBJECTIVE
EMERGING MARKETS FUND seeks capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests at least 65% of the fund's total assets in
securities of issuers in emerging markets. Countries with emerging
markets include those that have an emerging stock market as defined by
the International Finance Corporation and those with low- to
middle-income economies according to the World Bank. FMR
expects to emphasize countries with relatively low gross national
product per capita compared to the world's major economies and
countries with the potential for rapid economic growth. FMR normally
invests the fund's assets primarily in common stocks.
FMR normally diversifies the fund's investments across different
emerging market countries. In allocating the fund's investments across
countries, FMR will consider the size of the market in each country
relative to the size of the markets in countries considered emerging
markets as a whole.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.
INVESTMENT OBJECTIVE
EUROPE FUND seeks growth of capital over the long term.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests at least 65% of the fund's total assets in
securities of issuers that have their principal activities in Europe.
Europe includes Austria, Belgium, Belarus, Bulgaria, the Czech
Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary,
Ireland, Italy, Latvia, Lithuania, Luxembourg, the Netherlands,
Norway, Poland, Portugal, Russia, Slovakia, Slovenia, Spain, Sweden,
Switzerland, Turkey, and the United Kingdom. FMR normally invests the
fund's assets primarily in common stocks.
FMR normally diversifies the fund's investments across different
European countries. In allocating the fund's investments across
countries, FMR will consider the size of the market in each country
relative to the size of the markets in Europe as a whole.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.
INVESTMENT OBJECTIVE
EUROPE CAPITAL APPRECIATION FUND seeks long-term capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests at least 65% of the fund's total assets in
securities of issuers that have their principal activities in Europe.
Europe includes Austria, Belgium, Belarus, Bulgaria, the Czech
Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary,
Ireland, Italy, Latvia, Lithuania, Luxembourg, the Netherlands,
Norway, Poland, Portugal, Russia, Slovakia, Slovenia, Spain, Sweden,
Switzerland, Turkey, and the United Kingdom. FMR normally invests the
fund's assets primarily in common stocks.
FMR normally diversifies the fund's investments across different
European countries. In allocating the fund's investments across
countries, FMR will consider the size of the market in each country
relative to the size of the markets in Europe as a whole.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.
INVESTMENT OBJECTIVE
HONG KONG AND CHINA FUND seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests at least 65% of the fund's total assets in
securities of Hong Kong and Chinese issuers. Currently, FMR
anticipates that most of the fund's investments will be in Hong Kong
issuers. FMR normally invests the fund's assets primarily in common
stocks.
FMR may invest up to 35% of the fund's total assets in any industry
that accounts for more than 20% of the Hong Kong and Chinese market as
a whole, as represented by an index determined by FMR to be an
appropriate measure of the market. FMR intends to measure the
percentage of the index represented by each industry no less
frequently than once per month. As of October 31, 1999, banks
accounted for approximately 35 % of the Hang Seng Index.
Because the fund is considered non-diversified, FMR may invest a
significant percentage of the fund's assets in a single issuer.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.
INVESTMENT OBJECTIVE
JAPAN FUND seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests at least 65% of the fund's total assets in
securities of Japanese issuers. FMR normally invests the fund's assets
primarily in common stocks.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.
INVESTMENT OBJECTIVE
JAPAN SMALL ER COMPANIES FUND seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests at least 65% of the fund's total assets in
securities of Japanese issuers with small er market
capitalizations. Small er market capitalization issuers are
those whose market capitalization is similar to the market
capitalization of companies in the Tokyo Stock Exchange (TSE) Second
Section Index or the JASDAQ Stock Index at the time of the fund's
investment. Issuers whose capitalization no longer meets this
definition after purchase continue to be considered to have a
small er market capitalization for purposes of the 65% policy.
As of October 31, 1999, the TSE Second Section Index included
companies with capitalizations between $ 1.9 billion and
$ 93.7 million and the JASDAQ Stock Index included companies
with capitalizations between $ 1.3 billion and $ 13.5
million. The size of companies in these indexes changes with market
conditions and the composition of the indexes. FMR may also invest the
fund's assets in Japanese issuers with larger market capitalizations
and in non-Japanese issuers. FMR normally invests the fund's assets
primarily in common stocks.
Because the fund is considered non-diversified, FMR may invest a
significant percentage of the fund's assets in a single issuer.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.
INVESTMENT OBJECTIVE
LATIN AMERICA FUND seeks high total investment return.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests at least 65% of the fund's total assets in
securities of Latin American issuers. Latin America includes
Argentina, Brazil, Chile, Colombia, Ecuador, Mexico, Peru, Panama and
Venezuela. FMR normally invests the fund's assets primarily in common
stocks.
FMR normally diversifies the fund's investments across different Latin
American countries. In allocating the fund's investments across
countries, FMR will consider the size of the market in each country
relative to the size of the markets in Latin America as a whole.
FMR may invest up to 35% of the fund's total assets in any industry
that accounts for more than 20% of the Latin American market as a
whole, as represented by an index determined by FMR to be an
appropriate measure of the market. FMR intends to measure the
percentage of the index represented by each industry no less
frequently than once per month . As of October 31, 1999, telephone
companies accounted for approximately 27 % of the Morgan Stanley
Capital International Emerging Markets Free - Latin America
Index.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.
INVESTMENT OBJECTIVE
NORDIC FUND seeks long-term growth of capital.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests at least 65% of the fund's total assets in
securities of Danish, Finnish, Norwegian and Swedish issuers. FMR
normally invests the fund's assets primarily in common stocks.
FMR normally diversifies the fund's investments across different
Nordic countries. In allocating the fund's investments across
countries, FMR will consider the size of the market in each country
relative to the size of the markets in the Nordic region as a whole.
FMR may invest up to 35% of the fund's total assets in any industry
that accounts for more than 20% of the Nordic market as a whole, as
represented by an index determined by FMR to be an appropriate
measure of the market. FMR intends to measure the percentage of the
index represented by each industry no less frequently than once per
month . As of October 31, 1999, communications companies accounted
for approximately 43 % of the FT/S&P-Actuaries World Nordic
Index.
Because the fund is considered non-diversified, FMR may invest a
significant percentage of the fund's assets in a single issuer.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.
INVESTMENT OBJECTIVE
PACIFIC BASIN FUND seeks growth of capital over the long-term.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests at least 65% of the fund's total assets in
securities of issuers that have their principal activities in the
Pacific Basin. The Pacific Basin includes Australia, Hong Kong,
Indonesia, Japan, South Korea, Malaysia, New Zealand, the People's
Republic of China, the Philippines, Singapore, Taiwan, and Thailand.
FMR normally invests the fund's assets primarily in common stocks.
FMR normally diversifies the fund's investments across different
Pacific Basin countries. In allocating the fund's investments across
countries, FMR will consider the size of the market in each country
relative to the size of the markets in the Pacific Basin as a whole.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.
INVESTMENT OBJECTIVE
SOUTHEAST ASIA FUND seeks capital appreciation.
PRINCIPAL INVESTMENT STRATEGIES
FMR normally invests at least 65% of the fund's total assets in
securities of Southeast Asian issuers. Southeast Asia includes Hong
Kong, Indonesia, South Korea, Malaysia, the Philippines, the People's
Republic of China, Singapore, Taiwan, and Thailand. FMR normally
invests the fund's assets primarily in common stocks.
FMR normally diversifies the fund's investments across different
Southeast Asian countries. In allocating the fund's investments across
countries, FMR will consider the size of the market in each country
relative to the size of the markets in Southeast Asia as a whole.
In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates and management.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.
DESCRIPTION OF PRINCIPAL SECURITY TYPES
EQUITY SECURITIES represent an ownership interest, or the right to
acquire an ownership interest, in an issuer. Different types of equity
securities provide different voting and dividend rights and priority
in the event of the bankruptcy of the issuer. Equity securities
include common stocks, preferred stocks, convertible securities and
warrants.
PRINCIPAL INVESTMENT RISKS
Many factors affect each fund's performance. A fund's share price
changes daily based on changes in market conditions and interest rates
and in response to other economic, political or financial
developments. A fund's reaction to these developments will be affected
by the types of securities in which the fund invests, the financial
condition, industry and economic sector, and geographic location of an
issuer, and the fund's level of investment in the securities of that
issuer. Because FMR concentrates each fund's investments in a
particular country or group of countries, each fund's performance is
expected to be closely tied to economic and political conditions
within that country or group of countries and to be more volatile than
the performance of more geographically diversified funds. Because FMR
may invest a significant percentage of the assets of each of Hong Kong
and China Fund, Latin America Fund, and Nordic Fund in certain
industries, the fund's performance could be affected to the extent
that the particular industry or industries in which the fund invests
are sensitive to adverse changes in economic or political conditions.
In addition, because FMR may invest a significant percentage of the
assets of each of Hong Kong and China Fund, Japan Small er
Companies Fund, and Nordic Fund in a single issuer, the fund's
performance could be closely tied to the market value of that one
issuer and could be more volatile than the performance of more
diversified funds. When you sell your shares of a fund, they could be
worth more or less than what you paid for them.
The following factors can significantly affect a fund's performance:
STOCK MARKET VOLATILITY. The value of equity securities fluctuates in
response to issuer, political, market and economic developments. In
the short term, equity prices can fluctuate dramatically in
response to these developments. Different parts of the market and
different types of equity securities can react differently to these
developments. For example, large cap stocks can react differently from
small cap stocks, and "growth" stocks can react differently from
"value" stocks. Issuer, political or economic developments can affect
a single issuer, issuers within an industry or economic sector or
geographic region, or the market as a whole.
FOREIGN EXPOSURE. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations
can involve additional risks relating to political, economic or
regulatory conditions in foreign countries. These risks include
fluctuations in foreign currencies; withholding or other taxes;
trading, settlement, custodial and other operational risks; and the
less stringent investor protection and disclosure standards of some
foreign markets. For example, many foreign countries are less prepared
than the United States to properly process and calculate information
related to dates from and after January 1, 2000, which could result in
difficulty pricing foreign investments and failure by foreign issuers
to pay timely dividends, interest, or principal. All of these factors
can make foreign investments, especially those in emerging markets,
more volatile and potentially less liquid than U.S. investments. In
addition, foreign markets can perform differently from the U.S.
market.
Investing in emerging markets can involve risks in addition to and
greater than those generally associated with investing in more
developed foreign markets. The extent of economic development;
political stability; market depth, infrastructure and capitalization;
and regulatory oversight can be less than in more developed markets.
Emerging market economies can be subject to greater social, economic,
regulatory and political uncertainties. All of these factors can make
emerging market securities more volatile and potentially less liquid
than securities issued in more developed markets.
GEOGRAPHIC CONCENTRATION. Political and economic conditions and
changes in regulatory, tax, or economic policy in a country could
significantly affect the market in that country and in surrounding or
related countries.
ASIA. Asia includes countries in all stages of economic development,
from the highly developed economy of Japan to the emerging market
economy of the People's Republic of China. Most Asian economies are
characterized by over-extension of credit, currency devaluations
and restrictions , rising unemployment, high inflation,
decreased exports, and economic recessions. Currency devaluations
in any one country can have a significant effect on the entire region.
Recently, the markets in each Asian country have suffered significant
downturns as well as significant volatility. Increased political and
social unrest in some or all Asian countries could cause further
economic and market uncertainty.
The AUSTRALIA AND NEW ZEALAND economies are dependent on the economies
of Asian countries and on the price and demand for agricultural
products and natural resources.
The HONG KONG AND CHINESE economies are dependent on the economies of
other Asian countries. The willingness and ability of the Chinese
government to support the Hong Kong and Chinese economies and markets
is uncertain. A small number of companies and industries, including
the banking industry , represent a large portion of the market
in Hong Kong. The banking industry can be significantly
affected by interest rate and currency fluctuations, changes in market
regulation, and political and economic developments in the Asian
region. China has yet to develop comprehensive securities, corporate,
or commercial laws, and its market is relatively new and undeveloped.
Changes in government policy could significantly affect the markets in
both countries.
The JAPANESE economy is currently in a recession. The economy is
characterized by government intervention and protectionism, an
unstable financial services sector, and relatively high unemployment.
Economic growth is dependent on international trade, government
support of the financial services sector and other troubled sectors,
and consistent government policy. The United States is Japan's
largest single trading partner, but close to half of Japan's trade is
conducted with developing nations, almost all of which are in
Southeast Asia.
The SOUTHEAST ASIA economies are generally in recessions. Many of
their economies are characterized by high inflation,
undeveloped financial services sectors , and heavy reliance on
international trade. Currency devaluations or restrictions ,
political and social instability, and general economic conditions have
resulted in significant market downturns and volatility. A small
number of companies and industries represent a large portion of the
market in many Southeast Asian countries.
CANADA. The Canadian and U.S. economies are closely integrated. The
United States is Canada's largest trading partner and foreign
investor. Canada is a major producer of forest products, metals,
agricultural products, and energy-related products, such as oil, gas,
and hydroelectricity. The Canadian economy is very dependent on
the demand, supply and price of natural resources , and the
Canadian market is relatively concentrated in issuers involved in the
production and distribution of natural resources. Periodic demands by
the Province of Quebec for sovereignty could significantly affect the
Canadian market.
EUROPE. Europe includes both developed and emerging markets. Most
developed countries in Western Europe are members of the European
Union (EU) and many are also members of the EMU, which requires
compliance with restrictions on inflation rates, deficits and debt
levels. Unemployment in Europe is historically high. Many
Eastern European countries continue to move toward market economies.
However, their markets remain relatively undeveloped and can be
particularly sensitive to political and economic developments. The
tight fiscal and monetary controls necessary to join the EMU can
significantly affect every country in Europe.
The NORDIC economies are dependent on the export of natural resources
and natural resource products. Efforts to comply with the EMU
restrictions by Finland, Denmark, and Sweden have resulted in reduced
government spending and higher unemployment. Norway has elected not to
join the EU and the EMU and, as a result, has more flexibility to
pursue different fiscal and economic goals. In addition, a small
number of companies and industries, including the communications
industry, represent a large portion of the market in each of Denmark,
Finland, Norway, and Sweden. The communications industry can be
significantly affected by increasing competition, rapid technological
innovation, product obsolescence, acquisitions and business alliances,
and the relative instability of markets in which a significant
percentage of their products are sold.
LATIN AMERICA. The economies of countries in Latin America are all
considered emerging market economies. High interest, inflation, and
unemployment rates generally characterize each economy. Currency
devaluations in any country can have a significant affect on the
entire region. Because commodities such as agricultural products,
minerals, and metals represent a significant percentage of exports of
many Latin American countries, the economies of those countries are
particularly sensitive to fluctuations in commodity prices.
Recently, the markets in many Latin American countries have
experienced significant downturns as well as significant volatility. A
small number of companies and industries, including the telephone
industry, represent a large portion of the market in many Latin
American countries. The telephone industry can be significantly
affected by increasing competition, government regulation, and
financing difficulties.
ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in general
economic or political conditions can affect the value of an issuer's
securities.
SMALL CAP INVESTING. The value of securities of smaller, less
well-known issuers can be more volatile than that of larger issuers
and can react differently to issuer, political, market and economic
developments than the market as a whole and other types of stocks.
Smaller issuers can have more limited product lines, markets and
financial resources.
In response to market, economic, political or other conditions, FMR
may temporarily use a different investment strategy for defensive
purposes. If FMR does so, different factors could affect a fund's
performance and the fund may not achieve its investment objective.
FUNDAMENTAL INVESTMENT POLICIES
The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.
CANADA FUND seeks growth of capital over the long term through
investments in securities of issuers that have their principal
activities in Canada or are registered in Canadian markets.
EMERGING MARKETS FUND seeks capital appreciation.
EUROPE FUND seeks growth of capital over the long-term through
investments in securities of issuers that have their principal
activities in Europe.
EUROPE CAPITAL APPRECIATION FUND seeks long-term capital appreciation.
HONG KONG AND CHINA FUND seeks long-term growth of capital.
JAPAN FUND seeks long-term growth of capital.
JAPAN SMALL ER COMPANIES FUND seeks long-term growth of capital.
LATIN AMERICA FUND seeks high total investment return.
NORDIC FUND seeks long-term growth of capital.
PACIFIC BASIN FUND seeks growth of capital over the long-term through
investments in securities of issuers that have their principal
activities in the Pacific Basin.
SOUTHEAST ASIA FUND seeks capital appreciation.
VALUING SHARES
Each fund is open for business each day the New York Stock Exchange
(NYSE) is open.
Each fund's net asset value per share (NAV) is the value of a single
share. Fidelity(registered trademark) normally calculates each fund's
NAV as of the close of business of the NYSE, normally 4:00 p.m.
Eastern time. However, NAV may be calculated earlier if trading on the
NYSE is restricted or as permitted by the Securities and Exchange
Commission (SEC). Each fund's assets are valued as of this time for
the purpose of computing the fund's NAV.
To the extent that each fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of a fund's assets may not occur on days when the fund
is open for business.
Each fund's assets are valued primarily on the basis of market
quotations. Certain short-term securities are valued on the basis of
amortized cost. If market quotations are not readily available for a
security or if a security's value has been materially affected by
events occurring after the close of the exchange or market on which
the security is principally traded (for example, a foreign exchange or
market), that security may be valued by another method that the Board
of Trustees believes accurately reflects fair value. A security's
valuation may differ depending on the method used for determining
value.
SHAREHOLDER INFORMATION
BUYING AND SELLING SHARES
GENERAL INFORMATION
Fidelity Investments(registered trademark) was established in 1946 to
manage one of America's first mutual funds. Today, Fidelity is the
largest mutual fund company in the country, and is known as an
innovative provider of high-quality financial services to individuals
and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage
Services, Inc. (FBSI). Fidelity is also a leader in providing
tax-advantaged retirement plans for individuals investing on their own
or through their employer.
For account, product and service information, please use the following
Web site and phone numbers:
(small solid bullet) For information over the Internet, visit
Fidelity's Web site at www.fidelity.com.
(small solid bullet) For accessing account information automatically
by phone, use Fidelity Automated Service Telephone (FASTSM),
1-800-544-5555.
(small solid bullet) For exchanges, redemptions, and account
assistance, 1-800-544-6666 .
(small solid bullet) For mutual fund an d brokerage information,
1-800-544-6666.
(small solid bullet) For retirement information ,
1-800-544-4774.
(small solid bullet) TDD - Service for the Deaf and Hearing-Impaired,
1-800-544-0118 (9:00 a.m. - 9:00 p.m. Eastern time).
Please use the following addresses:
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-5587
You may buy or sell shares of the funds through a retirement account
or an investment professional. If you invest through a retirement
account or an investment professional, the procedures for buying,
selling, and exchanging shares of a fund and the account features and
policies may differ. Additional fees may also apply to your investment
in a fund, including a transaction fee if you buy or sell shares of
the fund through a broker or other investment professional.
Certain methods of contacting Fidelity, such as by telephone or
electronically, may be unavailable or delayed (for example, during
periods of unusual market activity). In addition, the level and type
of service available may be restricted based on criteria established
by Fidelity.
The different ways to set up (register) your account with Fidelity are
listed in the following table.
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS
RETIREMENT
FOR TAX-ADVANTAGED RETIREMENT SAVINGS
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
(solid bullet) ROTH IRAS
(solid bullet) ROLLOVER IRAS
(solid bullet) 401(K) PLANS AND CERTAIN OTHER 401(A)-QUALIFIED PLANS
(solid bullet) KEOGH PLANS
(solid bullet) SIMPLE IRAS
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS)
(solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS)
(solid bullet) 403(B) CUSTODIAL ACCOUNTS
(solid bullet) DEFERRED COMPENSATION PLANS (457 PLANS)
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS
TRUST
FOR MONEY BEING INVESTED BY A TRUST
BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS
BUYING SHARES
The price to buy one share of each fund is the fund's offering price
or the fund's NAV, depending on whether you pay a sales charge.
If you pay a sales charge, your price will be the fund's offering
price. When you buy shares of a fund at the offering price, Fidelity
deducts the appropriate sales charge and invests the rest in the fund.
If you qualify for a sales charge waiver, your price will be the
fund's NAV.
The offering price of each fund is its NAV divided by the difference
between one and the applicable sales charge percentage. The maximum
sales charge is 3.00% of the offering price.
Your shares will be bought at the next offering price or NAV, as
applicable, calculated after your investment is received in proper
form.
Short-term or excessive trading into and out of a fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, a fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
that fund. For these purposes, FMR may consider an investor's trading
history in that fund or other Fidelity funds, and accounts under
common ownership or control.
Each fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.
When you place an order to buy shares, note the following:
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.
(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees a fund or
Fidelity has incurred.
Certain financial institutions that have entered into sales agreements
with Fidelity Distributors Corporation (FDC) may enter confirmed
purchase orders on behalf of customers by phone, with payment to
follow no later than the time when a fund is priced on the following
business day. If payment is not received by that time, the order will
be canceled and the financial institution could be held liable for
resulting fees or losses.
MINIMUMS
TO OPEN AN ACCOUNT $2,500
For certain Fidelity retirement accountsA $500
TO ADD TO AN ACCOUNT $250
Through regular investment plans $100
MINIMUM BALANCE $2,000
For certain Fidelity retirement accountsA $500
A FIDELITY TRADITIONAL IRA, ROTH IRA, ROLLOVER IRA, SEP-IRA, AND KEOGH
ACCOUNTS.
There is no minimum account balance or initial or subsequent purchase
minimum for investments through Fidelity Portfolio Advisory
ServicesSM, a qualified state tuition program, certain Fidelity
retirement accounts funded through salary deduction, or accounts
opened with the proceeds of distributions from such retirement
accounts.
In addition, each fund may waive or lower purchase minimums in other
circumstances.
KEY INFORMATION
PHONE 1-800-544-6666 TO OPEN AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.
TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.
(small solid bullet) Use
Fidelity Money
Line(registered trademark)
to transfer from your bank
account.
INTERNET WWW.FIDELITY.COM TO OPEN AN ACCOUNT
(small solid bullet) Complete
and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address
under "Mail" below.
TO ADD TO AN ACCOUNT
(small solid bullet) Exchange
from another Fidelity fund.
(small solid bullet) Use
Fidelity Money Line to
transfer from your bank
account.
MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770001 CINCINNATI, (small solid bullet) Complete
OH 45277-0002 and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address at
left.
TO ADD TO AN ACCOUNT
(small solid bullet) Make
your check payable to the
complete name of the fund.
Indicate your fund account
number on your check and
mail to the address at left.
(small solid bullet) Exchange
from another Fidelity fund.
Send a letter of instruction
to the address at left,
including your name, the
funds' names, the fund
account numbers, and the
dollar amount or number of
shares to be exchanged.
IN PERSON TO OPEN AN ACCOUNT
(small solid bullet) Bring
your application and check
to a Fidelity Investor
Center. Call 1-800-544-9797
for the center nearest you.
TO ADD TO AN ACCOUNT
(small solid bullet) Bring
your check to a Fidelity
Investor Center. Call
1-800-544-9797 for the
center nearest you.
WIRE TO OPEN AN ACCOUNT
(small solid bullet) Call
1-800-544-6666 to set up
your account and to arrange
a wire transaction.
(small solid bullet) Wire
within 24 hours to: Bankers
Trust Company, Bank Routing
# 021001033, Account #
00163053.
(small solid bullet) Specify
the complete name of the
fund and include your new
fund account number and your
name.
TO ADD TO AN ACCOUNT
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00163053.
(small solid bullet) Specify
the complete name of the
fund and include your fund
account number and your name.
AUTOMATICALLY TO OPEN AN ACCOUNT
(small solid bullet) Not
available.
TO ADD TO AN ACCOUNT
(small solid bullet) Use
Fidelity Automatic Account
Builder(registered
trademark) or Direct Deposit.
(small solid bullet) Use
Fidelity Automatic Exchange
Service to exchange from a
Fidelity money market fund.
SELLING SHARES
The price to sell one share of each fund is the fund's NAV, minus the
redemption fee (short-term trading fee), if applicable.
Each fund will deduct a short-term trading fee of 1.50% (1.00% for
Europe Fund, Europe Capital Appreciation Fund and Pacific Basin Fund)
from the redemption amount if you sell your shares after holding them
less than 90 days. This fee is paid to the fund rather than Fidelity,
and is designed to offset the brokerage commissions, market impact,
and other costs associated with fluctuations in fund asset levels and
cash flow caused by short-term shareholder trading.
If you bought shares on different days, the shares you held longest
will be redeemed first for purposes of determining whether the
short-term trading fee applies. The short-term trading fee does not
apply to shares that were acquired through reinvestment of
distributions.
Your shares will be sold at the next NAV calculated after your order
is received in proper form, minus the short-term trading fee, if
applicable.
Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:
(small solid bullet) You wish to sell more than $100,000 worth of
shares;
(small solid bullet) Your account registration has changed within the
last 15 or 30 days , depending on your account;
(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);
(small solid bullet) The check is being made payable to someone other
than the account owner; or
(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if
authorized under state law), securities exchange or association,
clearing agency, or savings association. A notary public cannot
provide a signature guarantee.
When you place an order to sell shares, note the following:
(small solid bullet) If you are selling some but not all of your
shares, leave at least $2,000 worth of shares in the account to keep
it open ($500 for retirement accounts), except accounts not subject to
account minimums.
(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
a fund.
(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until money from prior purchases sufficient to cover your
redemption has been received and collected. This can take up to seven
business days after a purchase.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) Redemption proceeds may be paid in securities or
other property rather than in cash if FMR determines it
is in the best interests of a fund.
(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.
(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.
KEY INFORMATION
PHONE 1-800-544-6666 (small solid bullet) Call the
phone number at left to
initiate a wire transaction
or to request a check for
your redemption.
(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.
(small solid bullet) Exchange
to another Fidelity fund.
Call the phone number at left.
INTERNET www.FIDELITY.COM (small solid bullet) Exchange
to another Fidelity fund.
(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.
MAIL FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANT,
P.O. BOX 660602 DALLAS, TX SOLE PROPRIETORSHIP, UGMA,
75266-0602 UTMA
(small solid bullet) Send a
letter of instruction to the
address at left, including
your name, the fund's name,
your fund account number,
and the dollar amount or
number of shares to be sold.
The letter of instruction
must be signed by all
persons required to sign for
transactions, exactly as
their names appear on the
account.
RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Call
1-800-544-6666 to request one.
TRUST
(small solid bullet) Send a
letter of instruction to the
address at left, including
the trust's name, the fund's
name, the trust's fund
account number, and the
dollar amount or number of
shares to be sold. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.
BUSINESS OR ORGANIZATION
(small solid bullet) Send a
letter of instruction to the
address at left, including
the firm's name, the fund's
name, the firm's fund
account number, and the
dollar amount or number of
shares to be sold. At least
one person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Call
1-800-544-6666 for
instructions.
IN PERSON INDIVIDUAL, JOINT TENANT,
SOLE PROPRIETORSHIP, UGMA,
UTMA
(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. The
letter of instruction must
be signed by all persons
required to sign for
transactions, exactly as
their names appear on the
account.
RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit a
Fidelity Investor Center to
request one. Call
1-800-544-9797 for the
center nearest you.
TRUST
(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.
BUSINESS OR ORGANIZATION
(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. At least
one person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Visit a
Fidelity Investor Center for
instructions. Call
1-800-544-9797 for the
center nearest you.
AUTOMATICALLY (small solid bullet) Use
Personal Withdrawal Service
to set up periodic
redemptions from your account.
EXCHANGING SHARES
An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.
As a shareholder, you have the privilege of exchanging shares of a
fund for shares of other Fidelity funds.
However, you should note the following policies and restrictions
governing exchanges:
(small solid bullet) The fund you are exchanging into must be
available for sale in your state.
(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund, read its
prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Each fund may temporarily or permanently
terminate the exchange privilege of any investor who makes more than
four exchanges out of the fund per calendar year. Accounts under
common ownership or control will be counted together for purposes of
the four exchange limit.
(small solid bullet) The exchange limit may be modified for accounts
held by certain institutional retirement plans to conform to plan
exchange limits and Department of Labor regulations. See your plan
materials for further information.
(small solid bullet) Each fund may refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
The funds may terminate or modify the exchange privileges in the
future.
Other funds may have different exchange restrictions, and may impose
trading fees of up to 3.00% of the amount exchanged. Check each fund's
prospectus for details.
ACCOUNT FEATURES AND POLICIES
FEATURES
The following features are available to buy and sell shares of the
funds.
AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS. Fidelity offers
convenient services that let you automatically transfer money into
your account, between accounts, or out of your account. While
automatic investment programs do not guarantee a profit and will not
protect you against loss in a declining market, they can be an
excellent way to invest for retirement, a home, educational expenses,
and other long-term financial goals. Automatic withdrawal or exchange
programs can be a convenient way to provide a consistent income flow
or to move money between your investments.
<TABLE>
<CAPTION>
<S> <C> <C>
FIDELITY AUTOMATIC ACCOUNT
BUILDER TO MOVE MONEY FROM
YOUR BANK ACCOUNT TO A
FIDELITY FUND.
MINIMUM FREQUENCY PROCEDURES
$100 Monthly or quarterly (small solid bullet) To set
up for a new account,
complete the appropriate
section on the fund
application.
(small solid bullet) To set
up for existing accounts,
call 1-800-544-6666 or visit
Fidelity's Web site for an
application.
(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
investment date.
DIRECT DEPOSIT TO SEND ALL OR
A PORTION OF YOUR PAYCHECK
OR GOVERNMENT CHECK TO A
FIDELITY FUND.A
MINIMUM FREQUENCY PROCEDURES
$100 Every pay period (small solid bullet) To set
up for a new account, check
the appropriate box on the
fund application.
(small solid bullet) To set
up for an existing account,
call 1-800-544-6666 or visit
Fidelity's Web site for an
authorization form.
(small solid bullet) To make
changes you will need a new
authorization form. Call
1-800-544-6666 or visit
Fidelity's Web site to
obtain one.
A BECAUSE THEIR SHARE PRICES
FLUCTUATE, THESE FUNDS MAY
NOT BE APPROPRIATE CHOICES
FOR DIRECT DEPOSIT OF YOUR
ENTIRE CHECK.
FIDELITY AUTOMATIC EXCHANGE
SERVICE TO MOVE MONEY FROM A
FIDELITY MONEY MARKET FUND
TO ANOTHER FIDELITY FUND.
MINIMUM FREQUENCY PROCEDURES
$100 Monthly, bimonthly, (small solid bullet) To set
quarterly, or annually up, call 1-800-544-6666
after both accounts are
opened.
(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
exchange date.
PERSONAL WITHDRAWAL SERVICE
TO SET UP PERIODIC
REDEMPTIONS FROM YOUR
ACCOUNT TO YOU OR TO YOUR
BANK ACCOUNT.
FREQUENCY PROCEDURES
Monthly (small solid bullet) To set
up, call 1-800-544-6666.
(small solid bullet) To make
changes, call Fidelity at
1-800-544-6666 at least
three business days prior to
your next scheduled
withdrawal date.
(small solid bullet) Because
of the funds' front-end
sales charge, you may not
want to set up a systematic
withdrawal program when you
are buying the funds' shares
on a regular basis.
</TABLE>
OTHER FEATURES. The following other features are also available to buy
and sell shares of the funds.
WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.
(small solid bullet) You must sign up for the Wire feature before
using it. Complete the appropriate section on the application when
opening your account, or call 1-800-544-6666 to add the feature after
your account is opened. Call 1-800-544-6666 before your first use to
verify that this feature is set up on your account.
(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.
FIDELITY MONEY LINE
TO TRANSFER MONEY BETWEEN YOUR BANK ACCOUNT AND YOUR FUND ACCOUNT.
(small solid bullet) You must sign up for the Money Line feature
before using it. Complete the appropriate section on the application
and then call 1-800-544-6666 or visit Fidelity's Web site before your
first use to verify that this feature is set up on your account.
(small solid bullet) Most transfers are complete within three business
days of your call.
(small solid bullet) Minimum purchase: $100
(small solid bullet) Maximum purchase: $100,000
FIDELITY ON-LINE XPRESS+(registered trademark)
TO MANAGE YOUR INVESTMENTS THROUGH YOUR PC.
CALL 1-800-544-0240 OR VISIT FIDELITY'S WEB SITE FOR MORE
INFORMATION.
(small solid bullet) For account balances and holdings;
(small solid bullet) To review recent account history;
(small solid bullet) For mutual fund and brokerage trading; and
(small solid bullet) For access to research and analysis tools.
FIDELITY ONLINE TRADING
TO ACCESS AND MANAGE YOUR ACCOUNT OVER THE INTERNET AT FIDELITY'S WEB
SITE.
(small solid bullet) For account balances and holdings;
(small solid bullet) To review recent account history;
(small solid bullet) To obtain quotes;
(small solid bullet) For mutual fund and brokerage trading; and
(small solid bullet) To access third-party research on companies,
stocks, mutual funds and the market.
FAST
TO ACCESS AND MANAGE YOUR ACCOUNT AUTOMATICALLY BY PHONE USING TOUCH
TONE OR SPEECH RECOGNITION.
CALL 1-800-544-5555.
(small solid bullet) For account balances and holdings;
(small solid bullet) For mutual fund and brokerage trading;
(small solid bullet) To obtain quotes;
(small solid bullet) To review orders and mutual fund activity; and
(small solid bullet) To change your personal identification number
(PIN).
POLICIES
The following policies apply to you as a shareholder.
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund or another fund and certain transactions through automatic
investment or withdrawal programs).
(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).
(small solid bullet) Financial reports (every six months).
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed to your household, even if you have more
than one account in a fund. Call Fidelity at 1-800-544-8544 if you
need additional copies of financial reports or prospectuses.
Electronic copies of most financial reports and prospectuses are
available at Fidelity's Web site. To participate in Fidelity's
electronic delivery program, call Fidelity or visit Fidelity's Web
site for more information.
You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions.
When you sign your ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require a fund to withhold 31% of your taxable distributions and
redemptions.
Fidelity may deduct an ANNUAL MAINTENANCE FEE of $12.00 from accounts
with a value of less than $2,500 (including any amount paid as a sales
charge), subject to an annual maximum charge of $24.00 per
shareholder. It is expected that accounts will be valued on the second
Friday in November of each year. Accounts opened after September 30
will not be subject to the fee for that year. The fee, which is
payable to Fidelity, is designed to offset in part the relatively
higher costs of servicing smaller accounts. This fee will not be
deducted from Fidelity brokerage accounts, retirement accounts (except
non-prototype retirement accounts), accounts using regular investment
plans, or if total assets with Fidelity exceed $30,000. Eligibility
for the $30,000 waiver is determined by aggregating accounts with
Fidelity maintained by Fidelity Service Company, Inc. or FBSI which
are registered under the same social security number or which list the
same social security number for the custodian of a Uniform
Gifts/Transfers to Minors Act account.
If your ACCOUNT BALANCE falls below $2,000 (except accounts not
subject to account minimums), you will be given 30 days' notice to
reestablish the minimum balance. If you do not increase your balance,
Fidelity may close your account and send the proceeds to you. Your
shares will be sold at the NAV, minus the short-term trading fee, if
applicable, on the day your account is closed.
Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.
DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS
Each fund earns dividends, interest, and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. Each fund also realizes capital gains from
its investments, and distributes these gains (less any losses) to
shareholders as capital gain distributions.
Each fund normally pays dividends and capital gain distributions in
December.
DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
each fund's distributions:
1. REINVESTMENT OPTION. Your dividends and capital gain distributions
will be automatically reinvested in additional shares of the fund. If
you do not indicate a choice on your application, you will be assigned
this option.
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested in additional shares of the fund. Your
dividends will be paid in cash.
3. CASH OPTION. Your dividends and capital gain distributions will be
paid in cash.
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividends
will be automatically invested in shares of another identically
registered Fidelity fund. Your capital gain distributions will be
automatically invested in shares of another identically registered
Fidelity fund, automatically reinvested in additional shares of the
fund, or paid in cash.
Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, call Fidelity.
If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.
TAX CONSEQUENCES
As with any investment, your investment in a fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.
TAXES ON DISTRIBUTIONS. Distributions you receive from each fund are
subject to federal income tax, and may also be subject to state or
local taxes.
For federal tax purposes, each fund's dividends and distributions of
short-term capital gains are taxable to you as ordinary income ,
while each fund's distributions of long-term capital gains are
taxable to you generally as capital gains.
If you buy shares when a fund has realized but not yet distributed
income or capital gains, you will be "buying a dividend" by paying the
full price for the shares and then receiving a portion of the price
back in the form of a taxable distribution.
Any taxable distributions you receive from a fund will normally be
taxable to you when you receive them, regardless of your distribution
option.
TAXES ON TRANSACTIONS. Your redemptions, including exchanges, may
result in a capital gain or loss for federal tax purposes. A capital
gain or loss on your investment in a fund is the difference between
the cost of your shares and the price you receive when you sell them.
FUND SERVICES
FUND MANAGEMENT
Each fund is a mutual fund, an investment that pools shareholders'
money and invests it toward a specified goal.
FMR is each fund's manager.
As of March 25, 1999 , FMR had approximately $ 521.7
billion in discretionary assets under management.
As the manager, FMR is responsible for choosing each fund's
investments and handling its business affairs.
Affiliates assist FMR with foreign investments:
(small solid bullet) Fidelity Management & Research (U.K.) Inc. (FMR
U.K.), in London, England, serves as a sub-adviser for each fund. FMR
U.K. was organized in 1986 to provide investment research and advice
to FMR. Currently, FMR U.K. provides investment research and advice on
issuers based outside the United States and may also provide
investment advisory services for each fund.
(small solid bullet) Fidelity Management & Research Far East Inc. (FMR
Far East) serves as a sub-adv iser for each fund. FMR Far East
was organized in 1986 to provide investment research and advice to
FMR. Currently, FMR Far East provides investment research and advice
on issuers based outside the United States and may also provide
investment advisory services for each fund.
(small solid bullet) Fidelity International Investment Advisors
(FIIA), in Pembroke, Bermuda, serves as a sub-adviser for each fund.
As of September 28, 1999 , FIIA had approximately $ 3.6
billion in discretionary assets under management. Currently, FIIA
is primarily responsible for choosing investments for Southeast Asia
Fund and Hong Kong and China Fund. Currently, FIIA provides investment
research and advice on issuers based outside the United States and may
also provide investment advisory services for Canada Fund, Emerging
Markets Fund, Europe Fund, Europe Capital Appreciation Fund, Japan
Fund, Japan Small er Companies Fund, Latin America Fund, Nordic
Fund, and Pacific Basin Fund.
(small solid bullet) Fidelity International Investment Advisors (U.K.)
Limited (FIIA(U.K.)L), in London, England, serves as a sub-adviser for
each fund. As of September 28, 1999 , FIIA(U.K.)L had
approximately $ 2.6 billion in discretionary assets under
management. Currently, FIIA(U.K.)L is primarily responsible for
choosing investments for Emerging Markets Fund, Europe Fund, and
Nordic Fund. Currently, FIIA(U.K.)L provides investment research and
advice on issuers based outside the United States and may also provide
investment advisory services for Canada Fund, Europe Capital
Appreciation Fund, Hong Kong and China Fund, Japan Fund, Japan
Small er Companies Fund, Latin America Fund, Pacific Basin Fund,
and Southeast Asia Fund.
(small solid bullet) Fidelity Investment s Japan L imite d
(FIJ), in Tokyo, Japan, serves as a sub-adviser for each fund .
As of September 28, 1999 , FIJ had approximately $ 16.3
billion in discretionary assets under management. Currently, FIJ
is primarily responsible for choosing investments for Japan Fund and
Japan Small er Companies Fund. Currently, FIJ provides
investment research and advice on issuers based outside the United
States and may also provide investment advisory services for Emerging
Markets Fund, Hong Kong and China Fund, Pacific Basin Fund, and
Southeast Asia Fund. Effective January 1, 2000, FIJ will provide
investment research and advice on issuers based outside the United
States for Canada Fund, Europe Fund, Europe Capital Appreciation Fund,
Latin America Fund, and Nordic Fund.
A fund could be adversely affected if the computer systems used by FMR
and other service providers do not properly process and calculate
date-related information from and after January 1, 2000. FMR has
advised each fund that it is actively working on necessary changes to
its computer systems and expects that its systems, and those of other
major service providers, will be modified prior to January 1, 2000.
However, there can be no assurance that there will be no adverse
impact on a fund.
Stephen Binder is manager of Canada Fund, which he has managed
since October 1999. He was associate manager of the fund since July
1998. Previously, he managed other Fidelity funds. Since joining
Fidelity in 1989, Mr. Binder has worked as an analyst and manager.
David Stewart is vice president and manager of Emerging Markets
Fund, which he has managed since November 1997. Since joining
Fidelity in 1994, Mr. Stewart has worked as an analyst and manager
for Fidelity International Limited, a sister company of Fidelity
In vestments. Previously, he was an analyst with James Capel, based
in Hong Kong, London and Japan, from 1986 to 1994.
Thierry Serero is manager of Europe Fund, which he has managed
since October 1998. He also manages other Fidelity funds. Since
joining Fidelity in 1991, he has worked as an analyst, associate
manager and portfolio manager.
Kevin McCarey is vice president and manager of Europe Capital
Appreciation Fund, which he has managed since December 1993. He
also manages other Fidelity funds. Since joining Fidelity 1986,
Mr. McCarey has worked as analyst and manager.
Joseph Tse is manager of Hong Kong and China Fund , which he has
managed since November 1995. He also manages various funds for
Fidelity International Investment Services, Limited. Since joining
Fidelity in 1990, Mr. Tse has worked as an analyst and manager.
Brenda Reed is vice president and manager of Japan Fund , which
she has held since December 1998. She also manages other
Fidelity funds. Since joining Fidelity in 1992, Ms. Reed has worked as
an analyst and manager.
Kenichi Mizushita is manager of Japan Smaller Companie s Fund,
which he has managed since December 1996. He also manages several
funds for Fidelity International, Limited. Since joining Fidelity in
1985, Mr. Mizushita has worked as a research analyst and manager.
P atricia Satterthwaite is vice president and lead manager of Latin
America Fund, which she has managed since April 1993. She also manages
other Fidelity funds. Since joining Fidelity in 1986, Ms.
Satterthwaite has worked as an analyst and manager.
Trygve Toraasen is manager of Nordic Fund, which he has
managed since June 1998. He had been associate manager for the fund
since October 1997. Mr. Toraasen joined Fidelity in 1994 as research
analyst, after receiving his MSBA from the University of Southern
California.
William Kennedy is manager of Pacific Basin Fund , which he has
managed since December 1998. Previously, he was the associate manager
of the fund. Since joining Fidelity in 1994, Mr. Kennedy has worked as
an analyst and manager.
Allan Liu is vice president and manager of Southeast Asia Fund ,
which he has managed since April 1993. Since joining Fidelity in 1986,
Mr. Liu has worked as an analyst, manager and associate director of
Fidelity Investment Management Ltd.
From time to time a manager, analyst, or other Fidelity employee may
express views regarding a particular company, security, industry ,
or market sector. The views expressed by any such person are the
views of only that individual as of the time expressed and do not
necessarily represent the views of Fidelity or any other person in the
Fidelity organization. Any such views are subject to change at any
time based upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.
Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.
Each fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month.
For Emerging Markets Fund, Hong Kong and China Fund, Japan
Small er Companies Fund, Latin America Fund, and Nordic Fund,
the fee is calculated by adding a group fee rate to an individual fund
fee rate, dividing by twelve, and multiplying the result by the fund's
average net assets throughout the month.
For Canada Fund, Europe Fund, Europe Capital Appreciation Fund, Japan
Fund, Pacific Basin Fund, and Southeast Asia Fund, the fee is
determined by calculating a basic fee and then applying a performance
adjustment. The performance adjustment either increases or decreases
the management fee, depending on how well Canada Fund has performed
relative to the Toronto Stock Exchange (TSE) 300, Europe Fund has
performed relative to the Morgan Stanley Capital International Europe
Index, Europe Capital Appreciation Fund has performed relative to the
Morgan Stanley Capital International Europe Index, Japan Fund has
performed relative to the Tokyo Stock Exchange Index, Pacific Basin
Fund has performed relative to the Morgan Stanley Capital
International Pacific Index, and Southeast Asia Fund has performed
relative to the Morgan Stanley Capital International AC (All
Country) Far East Free ex Japan Index.
MANAGEMENT FEE = BASIC FEE +/- PERFORMANCE ADJUSTMENT
The basic fee is calculated by adding a group fee rate to an
individual fund fee rate, dividing by twelve, and multiplying the
result by a fund's average net assets throughout the month.
The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.
For October 1999, the group fee rate was 0.2805% for each fund .
The individual fund fee rate is 0.45 % for each fund.
The basic fee for Canada Fund, Europe Fund, Japan Fund, Pacific Basin
Fund, and Southeast Asia Fund for the fiscal year ended October 31,
1999 was 0.73 % of the fund's average net assets. The basic
fee for Europe Capital Appreciation Fund for the fiscal year ended
October 31, 1999 was 0.74% of the fund's average net asse ts.
The performance adjustment rate is calculated monthly by comparing
over the performance period Canada Fund's performance to that of the
Toronto Stock Exchange (TSE) 300, Europe Fund's performance to that of
the Morgan Stanley Capital International Europe Index, Europe Capital
Appreciation Fund's performance to that of the Morgan Stanley Capital
International Europe Index, Japan Fund's performance to that of the
Tokyo Stock Exchange Index, Pacific Basin Fund's performance to that
of the Morgan Stanley Capital International Pacific Index, and
Southeast Asia Fund's performance to that of the Morgan Stanley
Capital International AC (All Country) Far East Free ex Japan
Index.
For Canada Fund, Europe Fund, Europe Capital Appreciation Fund, Japan
Fund, Pacific Basin Fund, and Southeast Asia Fund, the performance
period is the most recent 36-month period.
The performance adjustment rate is divided by twelve and multiplied by
the fund's average net assets throughout the month, and the resulting
dollar amount is then added to or subtracted from the basic fee. The
maximum annualized performance adjustment rate is (plus/minus)0.20% of
the fund's average net assets over the performance period.
The total management fee for the fiscal year ended October 31,
1999 , as a percentage of each fund's average net assets, is listed
in the following table:
Fund Management Fee
Canada Fund 0.32%
Emerging Markets Fund 0.73%
Europe Fund 0.60%
Europe Capital Appreciation 0.66%
Fund
Hong Kong and China Fund 0.73%
Japan Fund 0.86%
Japan Smaller Companies Fund 0.72%
Latin America Fund 0.73%
Nordic Fund 0.73%
Pacific Basin Fund 0.92%
Southeast Asia Fund 0.89%
FMR pays FMR U.K., FMR Far East, and FIIA for providing
sub- advisory services, and FIIA in turn pays FIIA(U.K.)L. FMR
or FMR Far East pays FIJ for providing sub-advisory services.
FMR may, from time to time, agree to reimburse the funds for
management fees and other expenses above a specified limit. FMR
retains the ability to be repaid by a fund if expenses fall below the
specified limit prior to the end of the fiscal year. Reimbursement
arrangements, which may be discontinued by FMR at any time, can
decrease a fund's expenses and boost its performance.
FUND DISTRIBUTION
FDC distributes each fund's shares.
You may pay a sales charge when you buy your shares.
FDC collects the sales charge.
Each fund's sales charge may be reduced if you buy directly through
Fidelity or through prototype or prototype-like retirement plans
sponsored by FMR or FMR Corp. The amount you invest, plus the value of
your account, must fall within the ranges shown below. Purchases made
with assistance or intervention from a financial intermediary are not
eligible for a sales charge reduction.
SALES CHARGE
RANGES AS A % OF OFFERING PRICE AS AN APPROXIMATE % OF NET
AMOUNT INVESTED
$0 - 249,999 3.00% 3.09%
$250,000 - 499,999 2.00% 2.04%
$500,000 - 999,999 1.00% 1.01%
$1,000,000 OR MORE NONE NONE
FDC may pay a portion of sales charge proceeds to securities dealers
who have sold a fund's shares, or to others, including banks and other
financial institutions (qualified recipients), under special
arrangements in connection with FDC's sales activities. The sales
charge paid to qualified recipients is 1.50% of a fund's offering
price.
The sales charge will also be reduced by the percentage of any sales
charge you previously paid on investments in other Fidelity funds or
by the percentage of any sales charge you would have paid if the
reductions in the table above had not existed. These sales charge
credits only apply to purchases made in one of the ways listed below,
and only if you continuously owned Fidelity fund shares, maintained a
Fidelity brokerage core account, or participated in The CORPORATEplan
for Retirement Program.
1. By exchange from another Fidelity fund.
2. With proceeds from a transaction in a Fidelity brokerage core
account, including any free credit balance, core money market fund, or
margin availability, to the extent such proceeds were derived from
redemption proceeds from another Fidelity fund.
3. As a participant in The CORPORATEplan for Retirement Program when
shares are bought through plan-qualified loan repayments, and for
exchanges into and out of the Managed Income Portfolio.
A fund's sales charge will not apply:
1. If you buy shares as part of an employee benefit plan having more
than 200 eligible employees or a minimum of $3 million in plan assets
invested in Fidelity mutual funds.
2. To shares in a Fidelity account bought with the proceeds of a
distribution from an employee benefit plan, provided that at the time
of the distribution, the employer or its affiliate maintained a plan
that both qualified for waiver (1) above and had at least some of its
assets invested in Fidelity-managed products. (Distributions
transferred to an IRA account must be transferred within 60 days from
the date of the distribution. All other distributions must be
transferred directly into a Fidelity account).
3. If you are a charitable organization (as defined for purposes of
Section 501(c)(3) of the Internal Revenue Code) investing $100,000 or
more.
4. If you buy shares for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as
defined for purposes of Section 501(c)(3) of the Internal Revenue
Code).
5. If you are an investor participating in the Fidelity Trust
Portfolios program.
6. To shares bought by a mutual fund or a qualified state tuition
program for which FMR or an affiliate serves as investment manager.
7. To shares bought through Portfolio Advisory Services or Fidelity
Charitable Advisory Services.
8. If you are a current or former trustee or officer of a Fidelity
fund or a current or retired officer, director, or regular employee of
FMR Corp. or Fidelity International Limited or their direct or
indirect subsidiaries (a Fidelity trustee or employee), the spouse of
a Fidelity trustee or employee, a Fidelity trustee or employee acting
as custodian for a minor child, or a person acting as trustee of a
trust for the sole benefit of the minor child of a Fidelity trustee or
employee.
9. If you are a bank trust officer, registered representative, or
other employee of a qualified recipient, as defined on page
142 .
10. To contributions and exchanges to a prototype or prototype-like
retirement plan sponsored by FMR Corp. or FMR and which is marketed
and distributed directly to plan sponsors or participants without any
assistance or intervention from any intermediary distribution channel.
11. If you invest through a non-prototype pension or profit-sharing
plan that maintains all of its mutual fund assets in Fidelity mutual
funds, provided the plan executes a Fidelity non-prototype sales
charge waiver agreement confirming its qualification.
12. If you are a registered investment adviser (RIA) buying for your
discretionary accounts, provided you execute a Fidelity RIA load
waiver agreement which specifies certain aggregate minimum and
operating provisions. Except for correspondents of National Financial
Services Corporation, this waiver is available only for shares bought
directly from Fidelity, and is unavailable if the RIA is part of an
organization principally engaged in the brokerage business.
13. If you are a trust institution or bank trust department buying for
your non-discretionary, non-retirement fiduciary accounts, provided
you execute a Fidelity Trust load waiver agreement which specifies
certain aggregate minimum and operating provisions. This waiver is
available only for shares bought either directly from Fidelity or
through a bank-affiliated broker, and is unavailable if the trust
department or institution is part of an organization not principally
engaged in banking or trust activities.
More detailed information about waivers: (1), (2), (5), (9), and (10)
is contained in the statement of additional information (SAI). A
representative of your plan or organization should call Fidelity for
more information.
To qualify for a sales charge reduction or waiver, you must notify
Fidelity in advance of your purchase.
To receive sales concessions and waivers, qualified recipients must
sign the appropriate agreement with FDC in advance.
FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of a fund, provided that the fund receives
brokerage services and commission rates comparable to those of other
broker-dealers.
No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this prospectus and in the related SAI,
in connection with the offer contained in this prospectus. If given or
made, such other information or representations must not be relied
upon as having been authorized by the funds or FDC. This prospectus
and the related SAI do not constitute an offer by the funds or by FDC
to sell shares of the funds to or to buy shares of the funds from any
person to whom it is unlawful to make such offer.
APPENDIX
FINANCIAL HIGHLIGHTS
The financial highlights tables are intended to help you understand
each fund's financial history for the past 5 years or, if shorter, the
period of the fund's operations. Certain information reflects
financial results for a single fund share. The total returns in the
table represent the rate that an investor would have earned (or lost)
on an investment in the fund (assuming reinvestment of all dividends
and distributions). This information has been audited by
P ricewaterhouseCoopers LLP (for Canada Fund, Emerging Markets
Fund, Europe Fund, Hong Kong and China Fund, Japan Fund, Japan
Small er Companies Fund, Latin America Fund, Nordic Fund,
Pacific Basin Fund, and Southeast Asia Fund) and Deloitte & Touche
L LP (1999 annual information only for Europe Capital
Appreciation Fund), independent accountants, whose reports, along with
each fund's financial highlights and financial statements, are
i n c luded in each fund's annual report. Annual
informa t ion prior to 1999 was audited by PricewaterhouseCoopers
LLP. A free copy of the annual report is available upon request.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
CANADA FUND
Years ended October 31, 1999 1998 1997 1996 1995
SELECTED PER-SHARE DATA
Net asset value, beginning of $ 13.14 $ 18.88 $ 21.84 $ 17.55 $ 17.18
period
Income from Investment
Operations
Net investment income .04 C .09 C .03 C .08 C .05
Net realized and unrealized 2.78 (3.70) 1.39 4.27 .33
gain (loss)
Total from investment 2.82 (3.61) 1.42 4.35 .38
operations
Less Distributions
From net investment income (.07) (.05) (.13) (.08) (.01)
From net realized gain - (2.08) (4.29) - -
Total distributions (.07) (2.13) (4.42) (.08) (.01)
Redemption fees added to paid .02 - .04 .02 -
in capital
Net asset value, end of period $ 15.91 $ 13.14 $ 18.88 $ 21.84 $ 17.55
TOTAL RETURN A, B 21.71% (21.27)% 8.21% 24.99% 2.22%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period $ 43,770 $ 47,422 $ 96,458 $ 129,671 $ 326,763
(000 omitted)
Ratio of expenses to average 1.22% .94% .93% 1.01% 1.09% D
net assets
Ratio of expenses to average 1.06% E .80% E .92% E .98% E 1.08% E
net assets after expense
reductions
Ratio of net investment .26% .57% .18% .40% .26%
income to average net assets
Portfolio turnover rate 286% 215% 139% 139% 75%
</TABLE>
F THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
G TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
H NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
I FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
J FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
EMERGING MARKETS FUND
Years ended October 31, 1999 1998 1997 1996 1995
SELECTED PER-SHARE DATA
Net asset value, beginning of $ 6.74 $ 10.35 $ 16.61 $ 15.14 $ 19.25
period
Income from Investment
Operations
Net investment income .07 C .09 C .15 C .12 C .05
Net realized and unrealized 2.53 (3.47) (6.17) 1.60 (4.13)
gain (loss)
Total from investment 2.60 (3.38) (6.02) 1.72 (4.08)
operations
Less Distributions
From net investment income - (.08) (.13) (.18) (.04)
In excess of net investment - (.15) (.12) (.09) -
income
Total distributions - (.23) (.25) (.27) (.04)
Redemption fees added to paid .01 - .01 .02 .01
in capital
Net asset value, end of period $ 9.35 $ 6.74 $ 10.35 $ 16.61 $ 15.14
TOTAL RETURN A, B 38.72% (33.23)% (36.74)% 11.69% (21.17)%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period $ 402,392 $ 270,709 $ 499,168 $ 1,263,164 $ 1,095,583
(000 omitted)
Ratio of expenses to average 1.45% 1.59% 1.36% 1.30% 1.28%
net assets
Ratio of expenses to average 1.42% D 1.56% D 1.35% D 1.29% D 1.28%
net assets after expense
reductions
Ratio of net investment .90% 1.01% .89% .74% .46%
income to average net assets
Portfolio turnover rate 94% 87% 69% 77% 78%
</TABLE>
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
EUROPE FUND
Years ended October 31, 1999 1998 1997 1996 1995
SELECTED PER-SHARE DATA
Net asset value, beginning of $ 32.82 $ 31.05 $ 27.12 $ 23.51 $ 21.18
period
Income from Investment
Operations
Net investment income .25 C .39 C .44 C .30 C .27
Net realized and unrealized 3.54 4.10 5.44 4.23 2.37
gain (loss)
Total from investment 3.79 4.49 5.88 4.53 2.64
operations
Less Distributions
From net investment income (.28) (.39) (.24) (.12) (.20)
From net realized gain (2.25) (2.35) (1.73) (.81) (.11)
Total distributions (2.53) (2.74) (1.97) (.93) (.31)
Redemption fees added to paid .01 .02 .02 .01 -
in capital
Net asset value, end of period $ 34.09 $ 32.82 $ 31.05 $ 27.12 $ 23.51
TOTAL RETURN A, B 12.18% 15.45% 23.35% 20.14% 12.76%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period $ 1,317,402 $ 1,586,358 $ 916,108 $ 691,762 $ 492,867
(000 omitted)
Ratio of expenses to average .96% 1.10% 1.19% 1.27% 1.18% D
net assets
Ratio of expenses to average .89% E 1.09% E 1.18% E 1.27% 1.18%
net assets after expense
reductions
Ratio of net investment .76% 1.15% 1.53% 1.20% 1.12%
income to average net assets
Portfolio turnover rate 106% 114% 57% 45% 38%
</TABLE>
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
EUROPE CAPITAL APPRECIATION FUND
Years ended October 31, 1999 1998 1997 1996 1995
SELECTED PER-SHARE DATA
Net asset value, beginning of $ 16.28 $ 16.57 $ 14.07 $ 12.08 $ 11.35
period
Income from Investment
Operations
Net investment income .15 C .15 C .20 C .22 D .23
Net realized and unrealized 2.20 1.79 3.81 2.00 .50
gain
Total from investment 2.35 1.94 4.01 2.22 .73
operations
Less Distributions
From net investment income - (.17) E (.23) (.23) -
From net realized gain - (2.08) E (1.29) - -
Total distributions - (2.25) (1.52) (.23) -
Redemption fees added to paid .01 .02 .01 - -
in capital
Net asset value, end of period $ 18.64 $ 16.28 $ 16.57 $ 14.07 $ 12.08
TOTAL RETURN A, B 14.50% 13.65% 31.57% 18.74% 6.43%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period $ 474,755 $ 650,807 $ 372,049 $ 170,192 $ 194,433
(000 omitted)
Ratio of expenses to average 1.07% 1.12% 1.10% 1.33% 1.36%
net assets
Ratio of expenses to average .97% F 1.08% F 1.07% F 1.30% F 1.36%
net assets after expense
reductions
Ratio of net investment .86% .89% 1.33% 1.66% 1.45%
income to average net assets
Portfolio turnover rate 150% 179% 189% 155% 176%
</TABLE>
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.04 PER SHARE.
E THE AMOUNTS SHOWN REFLECT CERTAIN RECLASSIFICATIONS RELATED TO
BOOK TO TAX DIFFERENCES.
F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.
HONG KONG AND CHINA FUND
Years ended October 31, 1999 1998 1997 1996 E
SELECTED PER-SHARE DATA
Net asset value, beginning of $ 10.25 $ 11.06 $ 12.97 $ 10.00
period
Income from Investment
Operations
Net investment income C .19 .31 .17 .29
Net realized and unrealized 3.98 (1.10) (1.95) 2.64
gain (loss)
Total from investment 4.17 (.79) (1.78) 2.93
operations
Less Distributions
From net investment income (.32) (.06) (.14) (.01)
From net realized gain - - (.08) -
Total distributions (.32) (.06) (.22) (.01)
Redemption fees added to paid .05 .04 .09 .05
in capital
Net asset value, end of period $ 14.15 $ 10.25 $ 11.06 $ 12.97
TOTAL RETURN A, B 42.44% (6.85)% (13.36)% 29.83%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period $ 161,518 $ 140,824 $ 177,416 $ 109,880
(000 omitted)
Ratio of expenses to average 1.34% 1.41% 1.31% 1.62%
net assets
Ratio of expenses to average 1.32% D 1.40% D 1.31% 1.62%
net assets after expense
reductions
Ratio of net investment 1.59% 3.07% 1.18% 2.53%
income to average net assets
Portfolio turnover rate 84% 109% 174% 118%
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.
E FOR THE PERIOD NOVEMBER 1, 1995 (COMMENCEMENT OF OPERATIONS) TO
OCTOBER 31, 1996.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
JAPAN FUND
Years ended October 31, 1999 1998 1997 1996 1995
SELECTED PER-SHARE DATA
Net asset value, beginning of $ 10.09 $ 11.10 $ 11.68 $ 12.08 $ 14.27
period
Income from Investment
Operations
Net investment income (loss) (.07) C (.04) C (.06) C (.02) C (.02)
Net realized and unrealized 11.74 (.81) (.55) (.40) (1.89)
gain (loss)
Total from investment 11.67 (.85) (.61) (.42) (1.91)
operations
Less Distributions
In excess of net investment (.03) (.18) (.01) - -
income
From net realized gain - - - - (.36)
Total distributions (.03) (.18) (.01) - (.36)
Redemption fees added to paid .04 .02 .04 .02 .08
in capital
Net asset value, end of period $ 21.77 $ 10.09 $ 11.10 $ 11.68 $ 12.08
TOTAL RETURN A, B 116.35% (7.52)% (4.89)% (3.31)% (12.96)%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period $ 891,241 $ 265,395 $ 255,555 $ 290,495 $ 343,981
(000 omitted)
Ratio of expenses to average 1.24% 1.49% 1.42% 1.15% 1.15%
net assets
Ratio of expenses to average 1.23% D 1.48% D 1.40% D 1.14% D 1.15%
net assets after expense
reductions
Ratio of net investment (.47)% (.37)% (.54)% (.12)% (.06)%
income (loss) to average net
assets
Portfolio turnover rate 79% 62% 70% 83% 86%
</TABLE>
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED
ON AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.
JAPAN SMALLER COMPANIES FUND
Years ended October 31, 1999 1998 1997 1996 D
SELECTED PER-SHARE DATA
Net asset value, beginning of $ 6.01 $ 6.47 $ 9.13 $ 10.00
period
Income from Investment
Operations
Net investment income (loss) (.03) (.01) (.03) (.03)
C
Net realized and unrealized 14.45 (.45) (2.63) (.87)
gain (loss)
Total from investment 14.42 (.46) (2.66) (.90)
operations
Less Distributions
In excess of net investment - (.01) (.01) -
income
From net realized gain - - (.03) -
Total distributions - (.01) (.04) -
Redemption fees added to paid .13 .01 .04 .03
in capital
Net asset value, end of period $ 20.56 $ 6.01 $ 6.47 $ 9.13
TOTAL RETURN A, B 242.10% (6.94)% (28.80)% (8.70)%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period $ 1,780,012 $ 99,987 $ 84,274 $ 105,664
(000 omitted)
Ratio of expenses to average 1.07% 1.23% 1.35% 1.34%
net assets
Ratio of expenses to average 1.07% 1.23% 1.34% E 1.34%
net assets after expense
reductions
Ratio of net investment (.22)% (.20)% (.46)% (.32)%
income (loss) to average net
assets
Portfolio turnover rate 39% 39% 101% 66%
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED
ON AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D FOR THE PERIOD NOVEMBER 1, 1995 (COMMENCEMENT OF OPERATIONS) TO
OCTOBER 31, 1996.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
LATIN AMERICA FUND
Years ended October 31, 1999 1998 1997 1996 1995
SELECTED PER-SHARE DATA
Net asset value, beginning of $ 10.73 $ 15.51 $ 12.59 $ 9.75 $ 16.21
period
Income from Investment
Operations
Net investment income .18 C .22 C, D .20 C .22 .04
Net realized and unrealized 1.61 (4.81) 2.92 2.72 (6.52)
gain (loss)
Total from investment 1.79 (4.59) 3.12 2.94 (6.48)
operations
Less Distributions from net (.25) (.20) (.23) (.12) -
investment income
Redemption fees added to paid .04 .01 .03 .02 .02
in capital
Net asset value, end of period $ 12.31 $ 10.73 $ 15.51 $ 12.59 $ 9.75
TOTAL RETURN A, B 17.46% (30.01)% 25.42% 30.69% (39.85)%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period $ 307,336 $ 332,240 $ 808,542 $ 557,889 $ 466,289
(000 omitted)
Ratio of expenses to average 1.32% 1.34% 1.30% 1.32% 1.41%
net assets
Ratio of expenses to average 1.30% E 1.33% E 1.29% E 1.32% 1.41%
net assets after expense
reductions
Ratio of net investment 1.55% 1.49% 1.19% 1.48% .97%
income to average net assets
Portfolio turnover rate 49% 31% 64% 70% 57%
</TABLE>
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.06 PER SHARE.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.
NORDIC FUND
Years ended October 31, 1999 1998 1997 1996 E
SELECTED PER-SHARE DATA
Net asset value, beginning of $ 16.26 $ 15.94 $ 12.77 $ 10.00
period
Income from Investment
Operations
Net investment income C .07 .03 .10 .17 D
Net realized and unrealized 6.14 1.46 3.19 2.57
gain (loss)
Total from investment 6.21 1.49 3.29 2.74
operations
Less Distributions
From net investment income - (.07) (.05) -
From net realized gain - (1.18) (.10) -
Total distributions - (1.25) (.15) -
Redemption fees added to paid .02 .08 .03 .03
in capital
Net asset value, end of period $ 22.49 $ 16.26 $ 15.94 $ 12.77
TOTAL RETURN A, B 38.31% 10.99% 26.24% 27.70%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period $ 111,388 $ 101,858 $ 73,278 $ 30,871
(000 omitted)
Ratio of expenses to average 1.27% 1.35% 1.42% 2.00% F
net assets
Ratio of expenses to average 1.23% G 1.35% 1.42% 2.00%
net assets after expense
reductions
Ratio of net investment .37% .20% .67% 1.52%
income to average net assets
Portfolio turnover rate 70% 69% 74% 35%
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.16 PER SHARE.
E FOR THE PERIOD NOVEMBER 1, 1995 (COMMENCEMENT OF OPERATIONS) TO
OCTOBER 31, 1996.
F FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
PACIFIC BASIN FUND
Years ended October 31, 1999 1998 1997 1996 1995
SELECTED PER-SHARE DATA
Net asset value, beginning of $ 11.89 $ 13.41 $ 14.65 $ 14.88 $ 19.96
period
Income from Investment
Operations
Net investment income (loss) (.04) (.02) (.01) .05 .07
C
Net realized and unrealized 10.62 (1.26) (1.16) (.29) (3.12)
gain (loss)
Total from investment 10.58 (1.28) (1.17) (.24) (3.05)
operations
Less Distributions
From net investment income - - (.01) - -
In excess of net investment (.02) (.25) (.07) - (.02)
income
From net realized gain - - - - (2.02)
Total distributions (.02) (.25) (.08) - (2.04)
Redemption fees added to paid .03 .01 .01 .01 .01
in capital
Net asset value, end of period $ 22.48 $ 11.89 $ 13.41 $ 14.65 $ 14.88
TOTAL RETURN A, B 89.36% (9.52)% (7.97)% (1.55)% (15.87)%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period $ 659,881 $ 195,464 $ 239,517 $ 572,150 $ 317,635
(000 omitted)
Ratio of expenses to average 1.37% 1.73% 1.32% 1.26% 1.32% D
net assets
Ratio of expenses to average 1.36% E 1.72% E 1.31% E 1.24% E 1.32%
net assets after expense
reductions
Ratio of net investment (.24)% (.16)% (.04)% .30% .44%
income (loss) to average net
assets
Portfolio turnover rate 101% 57% 42% 85% 65%
</TABLE>
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED
ON AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
SOUTHEAST ASIA FUND
Years ended October 31, 1999 1998 1997 1996 1995
SELECTED PER-SHARE DATA
Net asset value, beginning of $ 8.13 $ 9.55 $ 14.69 $ 13.88 $ 14.61
period
Income from Investment
Operations
Net investment income .03 C .09 C .04 C, E .14 C .15
Net realized and unrealized 3.97 (1.48) (4.62) .87 (.91)
gain (loss)
Total from investment 4.00 (1.39) (4.58) 1.01 (.76)
operations
Less Distributions
From net investment income (.02) (.05) (.10) (.23) -
In excess of net investment - - (.07) - -
income
From net realized gain - - (.40) - -
Total distributions (.02) (.05) (.57) (.23) -
Redemption fees added to paid .04 .02 .01 .03 .03
in capital
Net asset value, end of period $ 12.15 $ 8.13 $ 9.55 $ 14.69 $ 13.88
TOTAL RETURN A, B 49.80% (14.44)% (32.48)% 7.59% (5.00)%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period $ 360,682 $ 223,339 $ 278,847 $ 755,346 $ 649,868
(000 omitted)
Ratio of expenses to average 1.46% 1.83% 1.32% 1.13% 1.10%
net assets
Ratio of expenses to average 1.43% D 1.79% D 1.32% 1.12% D 1.10%
net assets after expense
reductions
Ratio of net investment .28% 1.07% .22% .95% .90%
income to average net assets
Portfolio turnover rate 93% 95% 141% 102% 94%
</TABLE>
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.
E INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.02 PER SHARE.
You can obtain additional information about the funds. The funds' SAI
includes more detailed information about each fund and its
investments. The SAI is incorporated herein by reference (legally
forms a part of the prospectus). Each fund's annual and semi-annual
reports include a discussion of the fund's holdings and recent market
conditions and the fund's investment strategies that affected
performance.
For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-800-544-8544. In addition, you may visit Fidelity's Web site at
www.fidelity.com for a free copy of a prospectus or an annual or
semi-annual report or to request other information.
The SAI, the funds' annual and semi-annual reports and other related
materials are available on the SEC's Internet Web site
(http://www.sec.gov). You can obtain copies of this information upon
paying a duplicating fee, by writing the Public Reference Section of
the SEC, Washington, D.C. 20549-6009. You can also review and copy
information about the funds, including the funds' SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for
information on the operation of the SEC's Public Reference Room.
INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-4008.
Fidelity Investments & (Pyramid) Design, Fidelity, Fidelity
Investments, Fidelity Money Line, Fidelity Automatic Account Builder,
Fidelity On-Line Xpress+, and Directed Dividends are registered
trademarks of FMR Corp.
FAST and Portfolio Advisory Services are service marks of FMR Corp.
1.538563.102 TIF-pro- 1299
SUPPLEMENT TO FIDELITY'S TARGETED INTERNATIONAL EQUITY FUNDS
DECEMBER 29, 1999
PROSPECTUS
On February 17, 2000, the Board of Trustees of Fidelity Europe Fund
and Fidelity Europe Capital Appreciation Fund authorized elimination
of each fund's 3.00% front-end sales charge. Beginning March 1, 2000,
purchases of shares of the funds will not be subject to a sales
charge.
In addition, on February 17, 2000, the Board of Trustees of Fidelity
Europe Fund and Fidelity Europe Capital Appreciation Fund authorized
the reduction of each fund's redemption fee period from 90 days to 30
days. Redemptions after February 29, 2000, of shares held less than 30
days will be subject to a redemption fee of 1.00% of the amount
redeemed.
On February 17, 2000, the Board of Trustees of Fidelity Pacific Basin
Fund approved increasing the redemption fee from 1.00% to 1.50%.
Redemptions after May 31, 2000 of shares held less than 90 days will
be subject to a redemption fee of 1.50% of the amount redeemed.
The following information replaces similar information found under the
heading "Average Annual Returns" found in the "Performance" section on
page P-12.
The returns in the following table include the effect of each fund's
3.00% maximum applicable front-end sales charge, which has been
eliminated effective March 1, 2000, for Europe Fund and Europe Capital
Appreciation Fund.
The following information replaces similar information found in the
"Fee Table" section on page P-13.
SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)
Maximum sales charge (load) 3.00%A
on purchases (as a % of
offering price) for Canada
Fund, Emerging Markets Fund,
Hong Kong and China Fund,
Japan Fund, Japan Smaller
Companies Fund, Latin
America Fund, Nordic Fund,
Pacific Basin Fund, and
Southeast Asia Fund only
Sales charge (load) on None
reinvested distributions
Deferred sales charge (load) None
on redemptions
Redemption fee on shares held 1.50%
less than 90 days (as a % of
amount redeemed) for Canada
Fund, Emerging Markets Fund,
Hong Kong and China Fund,
Japan Fund, Japan Smaller
Companies Fund, Latin
America Fund, Nordic Fund,
and Southeast Asia Fund only
Redemption fee on shares held 1.50%
less than 90 days that are
redeemed after May 31, 2000
(as a % of amount redeemed)
for Pacific Basin Fund only
Redemption fee on shares held 1.00%
less than 90 days that are
redeemed on or before May
31, 2000 (as a % of amount
redeemed) for Pacific Basin
Fund only
Redemption fee on shares held 1.00%
less than 30 days (as a % of
amount redeemed) for Europe
Fund and Europe Capital
Appreciation Fund only
Annual account maintenance $ 12.00
fee (for accounts under
$2,500)
A LOWER SALES CHARGES MAY BE AVAILABLE FOR ACCOUNTS OVER $250,000.
The following information replaces similar information found in the
"Fee Table" section on page P-14.
ANNUAL FUND OPERATING EXPENSES (PAID FROM FUND ASSETS)
HONG KONG AND CHINA FUND Management fee 0.73%
Distribution and Service None
(12b-1) fee
Other expenses 0.61%
Total annual fund operating 1.34%
expenses
JAPAN SMALLER COMPANIES FUND Management fee 0.72%
Distribution and Service None
(12b-1) fee
Other expenses 0.35%
Total annual fund operating 1.07%
expenses
NORDIC FUND Management fee 0.73%
Distribution and Service None
(12b-1) fee
Other expenses 0.54%
Total annual fund operating 1.27%
expenses
The following information replaces similar information found in the
"Fee Table" section on page P-15.
EUROPE FUND 1 year $ 98
3 years $ 306
5 years $ 531
10 years $ 1,178
EUROPE CAPITAL APPRECIATION 1 year $ 109
FUND
3 years $ 340
5 years $ 590
10 years $ 1,306
The following information replaces the first three paragraphs under
the heading "Buying Shares" found in the "Buying and Selling Shares"
section on page P-23.
The price to buy one share of Europe Fund or Europe Capital
Appreciation Fund is the fund's NAV. Each fund's shares are sold
without a sales charge. The price to buy one share of Canada Fund,
Emerging Markets Fund, Hong Kong and China Fund, Japan Fund, Japan
Smaller Companies Fund, Latin America Fund, Nordic Fund, Pacific Basin
Fund, or Southeast Asia Fund is the fund's offering price or the
fund's NAV, depending on whether you pay a sales charge.
If you pay a sales charge, your price will be the fund's offering
price. When you buy shares of a fund at the offering price, Fidelity
deducts the appropriate sales charge and invests the rest in the fund.
If you qualify for a sales charge waiver, your price will be the
fund's NAV.
The offering price of Canada Fund, Emerging Markets Fund, Hong Kong
and China Fund, Japan Fund, Japan Smaller Companies Fund, Latin
America Fund, Nordic Fund, Pacific Basin Fund, or Southeast Asia Fund
is the fund's NAV divided by the difference between one and the
applicable sales charge percentage. The maximum sales charge is 3.00%
of the offering price.
The following information replaces the second paragraph under the
heading "Selling Shares" found in the "Buying and Selling Shares"
section on page P-25.
Canada Fund, Emerging Markets Fund, Hong Kong and China Fund, Japan
Fund, Japan Smaller Companies Fund, Latin America Fund, Nordic Fund,
and Southeast Asia Fund will deduct a short-term trading fee of 1.50%
from the redemption amount if you sell your shares after holding them
less than 90 days. Europe Fund and Europe Capital Appreciation Fund
will deduct a short-term trading fee of 1.00% from the redemption
amount if you sell your shares after holding them less than 30 days.
Pacific Basin Fund will deduct a short-term trading fee of 1.00% from
the redemption amount if you sell your shares on or before May 31,
2000 after holding them less than 90 days, and will deduct a
short-term trading fee of 1.50% from the redemption amount if you sell
your shares after May 31, 2000 after holding them less than 90 days.
This fee is paid to the fund rather than Fidelity, and is designed to
offset the brokerage commissions, market impact, and other costs
associated with fluctuations in fund asset levels and cash flow caused
by short-term shareholder trading.
The following information replaces similar information under the
heading "Features" found in the "Account Features and Policies"
section on page P-27.
PERSONAL WITHDRAWAL SERVICE
TO SET UP PERIODIC
REDEMPTIONS FROM YOUR
ACCOUNT TO YOU OR TO YOUR
BANK ACCOUNT.
FREQUENCY PROCEDURES
Monthly (small solid bullet) To set
up, call 1-800-544-6666.
(small solid bullet) To make
changes, call Fidelity at
1-800-544-6666 at least
three business days prior to
your next scheduled
withdrawal date.
(small solid bullet) Because
of Canada Fund's, Emerging
Markets Fund's, Hong Kong
and China Fund's, Japan
Fund's, Japan Smaller
Companies Fund's, Latin
America Fund's, Nordic
Fund's, Pacific Basin
Fund's, and Southeast Asia
Fund's front-end sales
charge, you may not want to
set up a systematic
withdrawal program when you
are buying Canada Fund's,
Emerging Markets Fund's,
Hong Kong and China Fund's,
Japan Fund's, Japan Smaller
Companies Fund's, Latin
America Fund's, Nordic
Fund's, Pacific Basin
Fund's, or Southeast Asia
Fund's shares on a regular
basis.
The following information replaces similar information found in the
"Fund Management" section on page P-30.
Effective April 2000, Ian Hart is manager of Europe Capital
Appreciation Fund, which he has managed since April 2000. Mr. Hart
joined Fidelity in 1994 as an equity research analyst covering the
European retail and diversified industrial sectors.
Effective April 2000, Patricia Satterthwaite is vice president and
lead manager of Latin America Fund, and vice president and manager of
Emerging Markets Fund, which she has managed since April 1993 and
April 2000, respectively. She also manages other Fidelity funds. Since
joining Fidelity in 1986, Ms. Satterthwaite has worked as an analyst
and manager.
Effective April 1, 2000, the following information replaces similar
information found in the "Fund Management" section on page P-30.
(small solid bullet) Fidelity International Investment Advisors (U.K.)
Limited (FIIA(U.K.)L), in London, England, serves as a sub-adviser for
each fund. As of September 28, 1999, FIIA(U.K.)L had approximately
$2.6 billion in discretionary assets under management. Currently,
FIIA(U.K.)L is primarily responsible for choosing investments for
Europe Fund and Nordic Fund. Currently, FIIA(U.K.)L provides
investment research and advice on issuers based outside the United
States and may also provide investment advisory services for Canada
Fund, Emerging Markets Fund, Europe Capital Appreciation Fund, Hong
Kong and China Fund, Japan Fund, Japan Smaller Companies Fund, Latin
America Fund, Pacific Basin Fund, and Southeast Asia Fund.
The following information replaces similar information found in the
"Fund Distribution" section on page P-32.
FDC distributes each fund's shares.
You may pay a sales charge when you buy your shares of Canada Fund,
Emerging Markets Fund, Hong Kong and China Fund, Japan Fund, Japan
Smaller Companies Fund, Latin America Fund, Nordic Fund, Pacific Basin
Fund, and Southeast Asia Fund.
FDC collects the sales charge.
Canada Fund's, Emerging Markets Fund's, Hong Kong and China Fund's,
Japan Fund's, Japan Smaller Companies Fund's, Latin America Fund's,
Nordic Fund's, Pacific Basin Fund's, and Southeast Asia Fund's sales
charge may be reduced if you buy directly through Fidelity or through
prototype or prototype-like retirement plans sponsored by FMR or FMR
Corp. The amount you invest, plus the value of your account, must fall
within the ranges shown below. Purchases made with assistance or
intervention from a financial intermediary are not eligible for a
sales charge reduction.
SALES CHARGE
RANGES AS A % OF OFFERING PRICE AS AN APPROXIMATE % OF NET
AMOUNT INVESTED
$0 - 249,999 3.00% 3.09%
$250,000 - 499,999 2.00% 2.04%
$500,000 - 999,999 1.00% 1.01%
$1,000,000 OR MORE NONE NONE
FDC may pay a portion of sales charge proceeds to securities dealers
who have sold Canada Fund's, Emerging Markets Fund's, Hong Kong and
China Fund's, Japan Fund's, Japan Smaller Companies Fund's, Latin
America Fund's, Nordic Fund's, Pacific Basin Fund's, or Southeast Asia
Fund's shares, or to others, including banks and other financial
institutions (qualified recipients), under special arrangements in
connection with FDC's sales activities. The sales charge paid to
qualified recipients is 1.50% of a fund's offering price.
The following information replaces similar information found in the
"Fund Distribution" section on page P-32.
Canada Fund's, Emerging Markets Fund's, Hong Kong and China Fund's,
Japan Fund's, Japan Smaller Companies Fund's, Latin America Fund's,
Nordic Fund's, Pacific Basin Fund's, and Southeast Asia Fund's sales
charge will not apply:
