SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
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(Name of Registrant as Specified In Its Charter)
Fidelity Advisor Series V
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant) Arthur S. Loring, Secretary
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee Paid:
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<S> <C>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
</TABLE>
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
FIDELITY ADVISOR NATURAL RESOURCES FUND
CLASS A
CLASS B
CLASS T
INSTITUTIONAL CLASS
A FUND OF FIDELITY ADVISOR SERIES V
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-522-7297
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of Fidelity Advisor Natural Resources Fund:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Fidelity Advisor Natural Resources Fund will be held at
the office of Fidelity Advisor Series V , 82 Devonshire Street,
Boston, Massachusetts 02109, on June 18 , 1997, at 9:45 a.m.
The purpose of the Meeting is to consider and act upon the following
proposals, and to transact such other business as may properly come before
the Meeting or any adjournments thereof.
1. To approve an amended management contract for the fund.
2. To amend the fund's fundamental investment limitation concerning the
concentration of its investments in a single industry.
3. To eliminate the fund's fundamental investment limitation concerning
diversification and to change the fund's classification to a
non-diversified fund.
4. To approve an agreement and plan of reorganization of the fund from a
separate series of one Massachusetts business trust to another.
The Board of Trustees has fixed the close of business on April 21 ,
1997, as the record date for the determination of shareholders of the fund
entitled to notice of, and to vote at, such Meeting and any adjournments
thereof.
By order of the Board of Trustees,
ARTHUR S. LORING, Secretary
April 21 , 1997
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER
WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE ASK YOUR COOPERATION IN
MAILING YOUR PROXY CARD PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR
HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of assistance
to you and help avoid the time and expense involved in validating your vote
if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it appears
in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual signing.
This can be shown either in the form of the account registration itself or
by the individual executing the proxy card. For example:
REGISTRATION VALID
SIGNATURE
A. 1) ABC Corp. John Smith,
Treasurer
2) ABC Corp. John Smith,
Treasurer
c/o John Smith, Treasurer
B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins,
Trustee
2) ABC Trust Ann B. Collins,
Trustee
3) Ann B. Collins, Trustee Ann B. Collins,
Trustee
u/t/d 12/28/78
C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY ADVISOR NATURAL RESOURCES FUND
CLASS A
CLASS B
CLASS T
INSTITUTIONAL CLASS
TO BE HELD ON JUNE 18, 1997
This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Trustees of Fidelity
Advisor Series V (the trust) to be used at the Special Meeting of
Shareholders of Fidelity Advisor Natural Resources Fund (the fund)
and at any adjournments thereof (the Meeting), to be held on June
18, 1997 at 9:45 a.m. at 82 Devonshire Street, Boston,
Massachusetts 02109, the principal executive office of the trust and
Fidelity Management & Research Company (FMR), the fund's 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 April 21, 1997 .
Supplementary solicitations may be made by mail, telephone, telegraph,
facsimile, or by personal interview by representatives of the trust. In
addition, D.F. King & Co. may be paid on a per transaction basis to
solicit shareholders on behalf of the fund at an anticipated cost of
approximately $ 6,500. The expenses in connection with preparing this
Proxy Statement and its enclosures and of all solicitations will be borne
by FMR. FMR will reimburse brokerage firms and others for their reasonable
expenses in forwarding solicitation material to the beneficial owners of
shares. The principal business address of Fidelity Distributors Corporation
(FDC) , the fund's principal underwriter and distribution agent,
Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity
Management & Research (Far East) Inc. (FMR Far East), subadvisers to the
fund, is 82 Devonshire Street, Boston, Massachusetts 02109.
If the enclosed proxy card is executed and returned, it may nevertheless
be revoked at any time prior to its use by written notification received by
the trust, by the execution of a later-dated proxy card, or by attending
the Meeting and voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and which are
not revoked, will be voted at the Meeting. Shares represented by such
proxies will be voted in accordance with the instructions thereon. If no
specification is made on a proxy card, it will be voted FOR the matters
specified on the proxy card. Only proxies that are voted will be counted
towards establishing a quorum. Broker non-votes are not considered voted
for this purpose. Shareholders should note that while votes to ABSTAIN will
count toward establishing a quorum, passage of any proposal being
considered at the Meeting will occur only if a sufficient number of votes
are cast FOR the proposal. Accordingly, votes to ABSTAIN and votes AGAINST
will have the same effect in determining whether the proposal is approved.
The fund may also arrange to have votes recorded by telephone. D.F. King &
Co. may be paid on a per call basis for vote-by-phone solicitations on
behalf of the fund at an anticipated cost of approximately $ 5,500.
The expenses in connection with telephone voting will be borne by FMR. If
the 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 voted
by telephone may be revoked at any time before they are voted in the same
manner that proxies voted by mail may be revoked.
If a quorum is present at the Meeting, but sufficient votes to approve one
or more of the proposed items are not received, or if other matters arise
requiring shareholder attention, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Meeting or represented by proxy.
When voting on a proposed adjournment, the persons named as proxies will
vote FOR the proposed adjournment all shares that they are entitled to vote
with respect to each item, unless directed to vote AGAINST the item, in
which case such shares will be voted AGAINST the proposed adjournment with
respect to that item. A shareholder vote may be taken on one or more of the
items in this Proxy Statement prior to such adjournment if sufficient votes
have been received and it is otherwise appropriate.
Shares of each class of the fund issued and outstanding as
of February 28, 1997 are indicated in the following table:
FIDELITY ADVISOR NATURAL RESOURCES FUND:
CLASS A 193,383
CLASS B 2,149,85
6
CLASS T 26,576,53
3
INSTITUTIONAL CLASS 505,393
As of February 28, 1997, the Trustees and officers of the fund
own ed , in the aggregate, less than 1 % of the outstanding
shares of the fund. To the knowledge of the trust, substantial (5% or more)
record ownership of the fund on February 28, 1997 was a s follows:
Smith Barney, Inc., New York, NY (7.22%); Donaldson, Lufkin & Jenrette, New
York, NY (6.13%). To the knowledge of the trust, no other shareholder
owned of record or beneficially more than 5% of the outstanding shares of
the fund on that date.
Shareholders of record at the close of business on April 21,
1997 will be entitled to vote at the Meeting. Each such shareholder
will be entitled to one vote for each dollar of net asset value held on
that date.
FOR A FREE COPY OF THE FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
OCTOBER 31, 1996 CALL 1-800-522-7297 OR WRITE TO
FIDELITY DISTRIBUTORS CORPORATION AT 82 DEVONSHIRE STREET, BOSTON,
MASSACHUSETTS 02109.
PROPOSAL S 1 THROUGH 4 REQUIRE THE AFFIRMATIVE VOTE OF A
"MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF THE FUND . UNDER
THE INVESTMENT COMPANY ACT OF 1940 (THE 1940 ACT), THE VOTE OF A "MAJORITY
OF THE OUTSTANDING VOTING SECURITIES" MEANS THE AFFIRMATIVE VOTE OF THE
LESSER OF (A) 67% OR MORE OF THE VOTING SECURITIES PRESENT AT THE MEETING
OR REPRESENTED BY PROXY IF THE HOLDERS OF MORE THAN 50% OF THE OUTSTANDING
VOTING SECURITIES ARE PRESENT OR REPRESENTED BY PROXY OR (B) MORE THAN 50%
OF THE OUTSTANDING VOTING SECURITIES. BROKER NON-VOTES ARE NOT CONSIDERED
"PRESENT" FOR THIS PURPOSE.
1 . TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR THE FUND.
The Trustees recommend that the shareholders of the fund approve
amendments to the fund's management contract with Fidelity Management &
Research Company (FMR) (the Amended Contract). The proposal would modify
two components of the management fee FMR receives from the fund.
First, the individual fund fee rate would be lowered from 0 .45%
to 0 .30% of the fund's average net assets, resulting in a net
decrease of 0 .15%. Second, the Amended Contract modifies the
management fee that FMR receives from the fund to provide for lower fees
when FMR's assets under management exceed certain levels. THE AMENDED
CONTRACT WILL RESULT IN A MANAGEMENT FEE THAT IS LOWER THAN THE FEE PAYABLE
UNDER THE PRESENT MANAGEMENT CONTRACT (THE PRESENT CONTRACT). The proposed
0 .15% reduction in the individual fund fee rate was voluntarily
adopted by FMR on September 1, 1996. The proposed modification to
the group fee rate to provide for lower fees when FMR's assets under
management exceed certain levels was voluntarily adopted by FMR on January
1, 1996. (For information on FMR, see the section entitled
"Activities and Management of FMR" on page .)
PROPOSED AMENDMENTS TO THE PRESENT MANAGEMENT CONTRACT. A copy of the
Amended Contract, marked to indicate the proposed amendments, is supplied
as Exhibit 1 on page . Except for the modifications discussed
above, it is substantially identical to the Present Contract. (For a
detailed discussion of the fund's Present Contract, refer to the section
entitled "Present Management Contract" beginning on page .) If approved by
shareholders, the Amended Contract will take effect on July 1 ,
199 7 (or, if later, the first day of the first month following
approval) and will remain in effect through July 31, 199 7 and
thereafter, but only as long as its continuance is approved at least
annually by (i) the vote, cast in person at a meeting called for the
purpose, of a majority of those Trustees who are not "interested persons"
of the trust or FMR (the Independent Trustees) and (ii) the vote of either
a majority of the Trustees or by the vote of a majority of the outstanding
shares of the fund. If the Amended Contract is not approved, the Present
Contract will continue in effect through July 31, 199 7 , and
thereafter only as long as its continuance is approved at least annually
as above.
The management fee is an annual percentage of the fund's average net
assets (the management fee rate), calculated and paid monthly. The
management fee rate is the sum of two components: a fixed Individual
Fund Fee Rate and a Group Fee Rate, which varies according to assets
under management by FMR . The Amended Contract modifies the Individual
Fund Fee Rate by reducing such fee from 0.45% of the fund's average net
assets to 0.30% of the fund's average net assets. The Amended Contract also
modifies the Group Fee Rate by providing for lower fee rates if FMR's
assets under management remain above $426 billion.
MODIFICATION TO INDIVIDUAL FUND FEE RATE. The Amended Contract would
decrease the fund's Individual Fund Fee Rate from 0.45% to 0.30% of the
fund's average net assets, matching Fidelity's standard rate for growth
funds. The proposed 0.15% reduction in the Individual Fund Fee Rate was
voluntarily adopted by FMR on September 1, 1996. Taken together with the
proposed modification to the Group Fee Rate, it would make the fund's
management fee (the sum of the Group and Individual Fund Fee Rates)
consistent with other growth funds, including sector-orientated funds,
advised by FMR with comparable investment disciplines.
MODIFICATION TO GROUP FEE RATE. The Amended Contract adds
additional "breakpoints" to the Group Fee Rate Schedule. The additional
breakpoints will result in Group Fee Rates that are equal to or lower than
current rates. The Group Fee Rate varies based upon the monthly average
of the aggregate net assets of all registered investment companies having
management contracts with FMR (assets under management by FMR). For
example, as assets under management by FMR increase, the Group Fee Rate
declines. The Amended Contract would not change the group fee calculation
for assets under management by FMR of $ 426 billion or less. Above
$ 426 billion in assets under FMR's management, the Group Fee Rate
declines under the Amended Contact , but not under the present contract.
However, Group Fee Rates that are lower than those contained in the
fund's Present Contract were voluntarily implemented by FMR on
January 1, 1996.
The Group Fee Rate is calculated according to a graduated schedule
providing for different rates for different levels of assets under
management by FMR. The rate at which the Group Fee Rate declines is
determined by fee "breakpoints" that provide for lower fee rates when
assets increase. The Amended Contract adds four new fee breakpoints
for assets under FMR's management above $ 426 billion as illustrated
in the following table. (For an explanation of how the Group Fee Rate is
used to calculate the management fee, see the section entitled "Present
Management Contract" beginning on page .)
GROUP FEE RATE BREAKPOINTS
PRESENT CONTRACT AMENDED CONTRACT
Average Group Present Average Group Amended
Assets Contract* Assets Contract
($ billions) ($ billions)
Over 390 .2700% 390 - 426 .2700%
426 - 462 .2650%
462 - 498 .2600%
498 - 534 .2550%
Over 534 .2500%
The result at various levels of group net assets is illustrated by the
table below.
EFFECTIVE ANNUAL GROUP FEE RATES
Group Net Present Amended
Assets Contract* Contract
($ billions)
400 . 3067 % .3067%
450 . 3026 % .3024%
500 .2994 % .2982%
550 . 2967 % .2942%
* Does not reflect voluntary adoption of extended group fee rate schedules
by FMR on January 1, 1996.
Assets under FMR's management for February, 199 7 were
approximately $ 472 billion.
COMPARISON OF MANAGEMENT FEES. For February, 199 7 , average
assets under management by FMR were $ 472 billion. The fund's
management fee rate under the Amended Contract would have been
0.6005 %, compared to 0.7511 % under the Present Contract. The
management fee rate will decline under the Amended Contract. In
particular, the Individual Fund Fee Rate will decrease by 0.15% of the
funds average daily net assets. The Group Fee Rate will remain the same
under both the Present Contract and the Amended Contract until assets under
FMR's management exceed $ 426 billion, at which point the management
fee rate under the Amended Contract begins to decline relative to the
Present Contract. The following chart compares the fund's management fee
under the terms of the Present Contract for the fiscal year ended
October 31, 1996 to the management fee the fund would have incurred if
the Amended Contract had been in effect.
Present Contract Amended Contract Percentage
Management Fee* Management Fee Difference
$ 3,499,049 $ 2,805,090 (19.8 % )
* Does not reflect voluntary adoption of extended Group Fee rate schedules
by FMR on January 1, 1996 or the lower Individual Fund Fee Rate on
September 1, 1996 .
MATTERS CONSIDERED BY THE BOARD
The mutual funds for which the members of the Board of Trustees serve as
Trustees are referred to herein as the "Fidelity funds." The Board of
Trustees meets eleven times a year. The Board of Trustees, including the
Independent Trustees, believe that matters bearing on the appropriateness
of the fund's management fees are considered at most, if not all, of their
meetings. While the full Board of Trustees or the Independent Trustees, as
appropriate, act on all major matters, a significant portion of the
activities of the Board of Trustees (including certain of those described
herein) are conducted through committees. The Independent Trustees meet
frequently in executive session and are advised by independent legal
counsel selected by the Independent Trustees.
The Board of Trustees considered and approved the modifications to the
Group Fee Rate schedule during the two month period from November to
December 1995. The Board of Trustees, including all of the Independent
Trustees of the fund, considered and approved the modifications to the
Individual Fund Fee Rate on July 18, 1996. The Board of Trustees of the
fund, including all of the Independent Trustees, approved the submission of
the Amended contract to shareholders for shareholder approval on December
19, 1996. The Board of Trustees received materials relating to the
Amended Contract in advance of the meeting s at which the Amended
Contract and the modifications to the Group Fee Rate and the Indivudal
Fund Fee Rate were considered, and had the opportunity to ask questions
and request further information in connection with such consideration.
INFORMATION RECEIVED BY THE BOARD . In connection with their monthly
meetings Trustees receive materials specifically relating to the Amended
Contract. These materials include: (i) information on the investment
performance of the fund, a peer group of funds and an appropriate index or
combination of indices, (ii) sales and redemption data in respect of the
fund, (iii) the economic outlook and the general investment outlook in the
markets in which the fund invests, and (iv) notable changes in the fund's
investments. The Board of Trustees and the Independent Trustees also
consider periodically other material facts such as (1) FMR's financial
results and condition, (2) arrangements in respect of the
distribution of the fund's shares, (3) the procedures employed to determine
the value of the fund's assets, (4) the allocation of the fund's brokerage,
if any, including allocations to brokers affiliated with FMR and the use of
"soft" commission dollars to pay fund expenses and to pay for research
and execution services, (5) FMR's management of the relationships
with the fund's custodian and subcustodians, (6) the resources devoted to
and the record of compliance with the fund's investment policies and
restrictions and with policies on personal securities transactions and
(7) the nature, cost and quality of non-investment management services
provided by FMR and its affiliates .
In response to questions raised by the Independent Trustees, additional
information was furnished by FMR including, among other items, information
on and analysis of (a) the overall organization of FMR, (b) the impact of
performance adjustments to management fees, (c) the choice of performance
indices and benchmarks, (d) the composition of peer groups of funds, (e)
transfer agency and bookkeeping fees paid to affiliates of FMR, (f)
investment performance, (g) investment management staffing, (h) the
potential for achieving further economies of scale, (i) operating expenses
paid to third parties, and (j) the information furnished to investors,
including the fund's shareholders.
In considering the Amended Contract, the Board of Trustees and the
Independent Trustees did not identify any single factor as all-important or
controlling, and the following summary does not detail all of the matters
considered. Matters considered by the Board of Trustees and the
Independent Trustees in connection with their approval of the Amended
Contract include the following:
INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether the fund has operated within its
investment objective and its record of compliance with its investment
restrictions. They also reviewed monthly the fund's investment performance
as well as the performance of a peer group of mutual funds, and the
performance of an appropriate index or combination of indices.
FMR'S PERSONNEL AND METHODS. The Board of Trustees and the Independent
Trustees annually review the background of the fund's portfolio manager,
and the fund's investment objective and discipline. The Independent
Trustees have also had discussions with senior management of FMR
responsible for investment operations, and the senior management of
Fidelity's equity group. Among other things they considered the
size, education and experience of FMR's investment staff, its use of
technology, and FMR's approach to recruiting, training and retaining
portfolio managers and other research, advisory and management personnel.
NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the
Independent Trustees considered the nature, quality, cost and extent of
administrative and shareholder services performed by FMR and affiliated
companies, both under the Amended Contract and under separate agreements
covering transfer agency functions and pricing, bookkeeping and securities
lending services, if any. The Board of Trustees and the Independent
Trustees have also considered the nature and extent of FMR's supervision of
third party service providers, principally custodians and subcustodians.
EXPENSES. The Board of Trustees and the Independent Trustees considered
the fund's expense ratio and expense ratios of a peer group of funds. They
also considered the amount and nature of fees paid by shareholders.
PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of the
Fidelity funds, including the fund. This consideration included an
extensive review of FMR's methodology in allocating its costs to the
management of the fund. The Board of Trustees and the Independent Trustees
have concluded that the cost allocation methodology employed by FMR has a
reasonable basis and is appropriate in light of all of the circumstances.
They considered the profits realized by FMR in connection with the
operation of the fund and whether the amount of profit is a fair
entrepreneurial profit for the management of the fund. They also considered
the profits realized from non-fund businesses which may benefit from or be
related to the fund's business. The Board of Trustees and the Independent
Trustees also considered FMR's profit margins in comparison with available
industry data, both accounting for and ignoring market ing expenses.
ECONOMIES OF SCALE. The Board of Trustees and the Independent Trustees
considered whether there have been economies of scale in respect of the
management of the Fidelity funds, whether the Fidelity funds (including the
fund) have appropriately benefitted from any economies of scale, and
whether there is potential for realization of any further economies of
scale. The Board of Trustees and the Independent Trustees have concluded
that FMR's mutual fund business presents some limited opportunities to
realize economies of scale and that these economies are being shared
between fund shareholders and FMR in an appropriate manner. The Independent
Trustees have also concluded that the existing group fee structure should
be continued but determined that it would be appropriate to extend
the group fee structure as proposed herein.
OTHER BENEFITS TO FMR. The Board of Trustees and the Independent Trustees
also considered the character and amount of fees paid by the fund and the
fund's shareholders for services provided by FMR and its affiliates,
including fees for services like transfer agency, fund accounting and
direct shareholder services. They also considered the allocation of fund
brokerage to brokers affiliated with FMR and the receipt of sales loads and
payments under Rule 12b-1 plans in respect of certain of the Fidelity
funds. The Board of Trustees and the Independent Trustees also considered
the revenues and profitability of FMR businesses other than its mutual fund
business, including FMR's retail brokerage, correspondent brokerage,
capital markets, trust, investment advisory, pension record keeping, credit
card, insurance, publishing, real estate, international research and
investment funds, and others. The Board of Trustees and the Independent
Trustees considered the intangible benefits that accrue to FMR and its
affiliates by virtue of their relationship with the fund.
OTHER BENEFITS TO SHAREHOLDERS. The Board of Trustees and the Independent
Trustees considered the benefit to shareholders of investing in a fund that
is part of a large family of funds offering a variety of investment
disciplines and providing for a large variety of fund and shareholder
services.
CONCLUSION. Based on their evaluation of all material factors and assisted
by the advice of independent counsel, the Trustees concluded (i) that the
existing management fee structure is fair and reasonable and (ii) that the
proposed modifications to the management fee rates , that is the
reduction of the Individual Fund Fee Rate and the extension of the
Group Fee Rate schedule , are in the best interest of the fund's
shareholders. The Board of Trustees, including the Independent Trustees,
voted to approve the submission of the Amended Contract to shareholders of
the fund and recommends that shareholders of the fund vote FOR the Amended
Contract.
2 . TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
THE CONCENTRATION OF ITS INVESTMENTS IN A SINGLE INDUSTRY.
The fund's current fundamental investment limitation concerning the
concentration of its investments within a single industry states:
"The fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the fund's
total assets would be invested in the securities of companies whose
principal business activities are in the same industry."
The Trustees recommend that shareholders of the fund vote to replace this
fundamental investment limitation with the following amended fundamental
investment limitation governing concentration:
"The fund may not purchase the securities of any issuer if, as a result,
less than 25% of the fund's total assets would be invested in the
securities of issuers principally engaged in the business activity of the
industries in the natural resources sector."
If the proposal is approved, the new fundamental concentration limitation
could not be changed without the approval of shareholders.
Adoption of the proposed amended limitation would facilitate the fund's
concentration of its investments in the securities of companies within an
industry in its particular market sector. The proposed amendment would also
generally require at least 25% of the fund's assets to be invested in
issuers engaged in the business activities of industries in the natural
resources sector. Adoption of the proposed amended limitation is expected
to give the fund more flexibility in pursuing its investment objective. The
proposed amended limitation also increases the potential for certain risks
and volatility associated with investment in the fund.
The fund is a member of a group of Fidelity Advisor funds, known as the
"Focus Funds," that concentrate their investments in securities of
companies in a particular market sector.
The fund, under normal conditions, invests at least 80 % of
its assets in securities of foreign and domestic companies that own or
develop natural resources, or supply goods and services to such companies,
or in physical commodities. These may include companies involved either
directly or through subsidiaries in exploring, mining, refining,
processing, transporting, fabricating, dealing in, or owning natural
resources . Natural resources include precious metals (e.g., gold,
platinum and silver), ferrous and non-ferrous metals (e.g., iron, aluminum
and copper), strategic metals (e.g., uranium and titanium), hydrocarbons
(e.g., coal, oil and natural gases), chemicals, forest products, reals
estate, food products and other basic commodities.
Under the fund's current limitation, the fund may not invest more than 25%
of its total assets in any individual industry, although it may invest more
than 25% of its total assets, in the industries that make up the natural
resources sector. As a result of the amendment, there would be no limit on
the percentage of the fund's assets that could be invested in a single
industry, and the fund would generally be required to maintain at least 25%
of its assets in industries that make up the natural resources sector.
Because companies in an industry are often faced with the same obstacles,
issues, or regulatory burdens, and their securities may react similarly and
move in unison with these or other market conditions, a fund that
concentrates in a single industry may be more susceptible to economic
changes affecting that industry than a fund that does not similarly
concentrate in a single industry. Although the fund's investment approach
of focusing its investments in industries within the natural resources
sector subjects it to some comparable risks and volatility, these may be
increased if the amended limitation is adopted. Adoption of the amended
limitation would, however, provide the fund with additional investment
flexibility given its narrow investment universe as a sector-oriented fund.
The amended limitation would also be compatible with those of other Focus
Funds, which concentrate their investments in the securities of companies
in other market sectors.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the fund and its shareholders. Moreover, the proposal will make the
fund's concentration limitation comparable to those of the other,
sector-oriented, Focus Funds advised by FMR. The Trustees recommend voting
FOR the proposal. Upon shareholder approval, the amended fundamental
limitation will become effective immediately. If the proposal is not
approved by the shareholders of the fund, the fund's current limitation
will remain unchanged.
3 . TO ELIMINATE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING DIVERSIFICATION AND TO CHANGE THE FUND'S CLASSIFICATION TO A
NON-DIVERSIFIED FUND.
The fund's current fundamental investment limitation concerning
diversification is as follows:
"The fund may not with respect to 75% of the fund's total assets, purchase
the securities of any issuer (other than securities issued or guaranteed by
the U.S. Government, or any of its agencies or instrumentalities) if, as a
result, (a) more than 5% of the fund's total assets would be invested in
the securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer."
The Trustees recommend that shareholders of the fund vote to
eliminate the above fundamental investment limitation and change the
fund's Securities and Exchange Commission (SEC) classification from a
diversified to a non-diversified fund . If the proposal is approved by
shareholders, the Trustees intend to adopt a non-fundamental limitation
that could be changed without a vote of shareholders. The proposed
non-fundamental limitation is set forth below, with a brief analysis of the
substantive difference s between it and the current limitations.
"In order to qualify as a "regulated investment company" under Subchapter
M of the Internal Revenue Code of 1986, as amended, the fund currently
intends to comply with certain diversification limits imposed by Subchapter
M."
The following will be added after the fund's last non-fundamental
limit ation .
"Subchapter M generally requires the fund to invest no more than 25% of
its total assets in securities of any one issuer and to invest at least 50%
of its total assets so that no more than 5% of the fund's total assets are
invested in securities of any one issuer. However, Subchapter M allows
unlimited investments in cash, cash items, government securities (as
defined in Subchapter M) and securities of other investment companies.
These tax requirements are generally applied at the end of each quarter of
the fund's taxable year."
Under the 1940 Act, with respect to 75% of its total assets, a diversified
fund may not invest more than 5% of its total assets in the securities of
any single issuer or hold more than 10% of the outstanding voting
securities of any single issuer. Under Subchapter M of the Internal Revenue
Code, these 5% and 10% limits apply to all funds (diversified and
non-diversified) with respect to 50% of total assets. Under both the 1940
Act and Subchapter M of the Internal Revenue Code, the 5% and 10% limits do
not apply to investments in government securities or securities of other
investment companies. The fund's current fundamental diversification limit
excludes government securities but not securities of other investment
companies.
The elimination of the fund's fundamental investment limitation and the
change of the fund's classification from a diversified to a
non - diversified fund will permit the fund to invest in a relatively
small number of issuers (i.e., to the extent permitted by Sub c hapter
M of the Internal Revenue Code). Subchapter M of the Internal Revenue Code
currently permits a fund to invest, with respect to 50% of its total
assets, more than 5% (but not more than 25%) of its total assets in a
single issuer and more than 10% of its total assets in the outstanding
voting securities of any single issuer. Accordingly, if shareholders
approve the fund's classification as a non-diversified mutual fund, the
fund would be permitted to invest up to 25% of its total assets in the
securities of each of two individual issuers.
As noted in the discussion of proposal 2 on page , the fund is a member of
the group of "Focus Funds," that concentrate their investments in
securities of companies in a particular market sector. Adoption of the
proposal would provide the fund with additional investment flexibility
given its relatively narrow investment universe, and would make the fund's
SEC classification consistent with that of the other, sector-oriented,
Focus Funds. Because non-diversified funds may have greater investments in
a single issuer than diversified funds, the performance of a single issuer
can have substantial impact on a non-diversified fund's share price. If the
proposal is adopted, the fund, as a non-diversified fund, would thus be
exposed to increased volatility.
If the proposal is approved, the non-fundamental diversification
limitation would also permit the fund to invest , without limit,
in securities of other open-end investment companies including those of
funds managed by FMR or an affiliate . Pursuant to an exemptive order
granted by the S EC, t he fund may invest up to 25% of its
total assets in non-publicly offered money market or short-term bond
funds (the Central Funds) managed by FMR or an affiliate of FMR. The
Central Funds do not currently pay investment advisory, management, or
transfer agent fees, but do pay minimal fees for services such as
custodian, auditor and Independent Trustee fees. FMR anticipates that the
Central Funds will benefit the fund by enhancing the efficiency of cash
management for the Fidelity funds and by providing increased short-term
investment options. If the proposal is approved, the Central Funds are
expected to serve as a principal option for cash investment for most
Fidelity funds.
CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the fund and its shareholders. The Trustees recommend voting FOR
the proposal. Upon shareholder approval, the non-fundamental
diversification limitation will become effective immediately. If the
proposal is not approved by the shareholders of the fund, the fund's
current diversification limitation will remain unchanged.
4. TO APPROVE AN AGREEMENT AND PLAN PROVIDING FOR THE REORGANIZATION OF
FIDELITY ADVISOR NATURAL RESOURCES FUND FROM A SEPARATE SERIES OF ONE
MASSACHUSETTS BUSINESS TRUST TO ANOTHER.
The Board of Trustees , including a majority of the Independent
Trustees, has approved an Agreement and Plan of Reorganization (the
Plan of Reorganization) in the form attached to this Proxy Statement as
Exhibit 2 . The Plan of Reorganization provides for a reorganization
of Fidelity Advisor Natur al Resources Fund (the Fund) from a
separate series of Fidelity Advisor Series V (Advisor Series V), a
Massachusetts business trust, to a newly-established, separate series of
Fidelity Advisor Series VII (the Trust), also a Massachusetts business
trust (the Reorganization). THE PROPOSED CHANGE WILL HAVE NO MATERIAL
EFFECT ON SHAREHOLDERS OR THE MANAGEMENT OF THE FUND.
The investment objective, policies, and limitations of the Fund will not
change except as approved by shareholders and as described in this
P roxy S tatement. A separate series of the Trust will carry on
the business of the Fund following the Reorganization (the Series). The
Series, which has not yet commenced business operations, will have an
investment objective, policies, and limitations identical to those of the
Fund (except as they may be modified pursuant to a vote of the shareholders
as proposed in this proxy statement). The Series will have the same
class structure as the Fund. Since both Advisor Series V and the
Trust are Massachusetts business trusts, organized under substantially
similar Declarations of Trust , the rights of the security holders of
the Fund under state law and the governing documents are expected to remain
unchanged after the Reorganization ( except with regard to
shareholder voting rights as described below), nor will the Reorganization
affect the operation of the Fund in a material manner. The same individuals
serve as Trustees of both trusts , except that Robert M. Gates and
William O. McCoy are Trustees of Advisor Series V, but are not Trustees of
the Trust . Both trusts are authorized to issue an unlimited number of
shares of beneficial interest, and each Declaration of Trust permits the
Trustees to create one or more additional series or funds. Shareholder
voting rights for the Fund are based on the total dollar interest in the
Fund (dollar-based voting) while shareholder voting rights for the Series
will be based on the number of shares owned (share-based voting). While the
differences between the shareholder voting rights would have no bearing on
matters affecting only one fund in a trust (unless the fund had several
classes of shares), on matters requiring trust-wide votes where all funds
in a trust are required to vote (or where more than one class of a fund
vote together), dollar-based voting provides shareholders voting power that
is proportionate to their economic interest whereas share-based voting may
provide shareholders who own shares with a lower net asset value than other
funds in the trust with a disproportionate ability to affect the vote
relative to shareholders of the other funds in the trust. Similarly, on
matters affecting a fund as a whole, where each class of the fund is
required to vote separately on an issue, shareholders who own shares of a
class with a lower NAV than other classes in the fund would be giving the
shareholders of the other classes more voting "power" than they currently
have. On matters affecting only one class, only shareholders of that class
vote on the issue. In this instance, all shareholders of the class would
have the same voting rights, since the NAV is the same for all shares in a
single class. After the Reorganization, the voting rights of Fund
shareholders will change to reflect those of the Series. For more
information regarding voting rights of shareholders of the Fund, refer to
the section of the Fund's Statement of Additional Information called
"Description of the Trust." Unlike the Fund's Declaration of Trust, the
Series' Declaration of Trust specifically provides that the Trustees may
liquidate the Trust or any series of the Trust without shareholder
approval. The Trust's fiscal year end is July 31 , which is
different than that of the Advisor Series V . The Trustees may change
the fiscal year end of the Trust at their discretion in the future.
FMR, t he Fund's investment adviser, will be responsible for the
investment management of the Series, subject to the supervision of the
Board of Trustees, under a management contract identical to the contract in
effect between FMR and the Fund immediately prior to the Closing Date
defined below (including as it may be modified pursuant to a vote of the
shareholders as proposed in this proxy statement) (the Present Management
Contract); similarly, FMR U.K. and FMR Far East, the Fund's
sub-advisers, will have primary responsibility for providing investment
advice and research services outside the United States or investment
management authority under Sub-Advisory Agreements substantially identical
to the agreements currently in effect between FMR U.K. and FMR Far East and
FMR (the Present Sub-Advisory Agreements).
The Fund's distribution agent, Fidelity Distributors Corporation
(FDC) , will distribute shares of the Series under a General
Distribution Agreement identical to the contract currently in effect
between FDC and the Fund.
REASON FOR THE PROPOSED REORGANIZATION. The Fund is presently organized as
a series of Advisor Series V , which has four series of shares
or funds. The Board of Trustees unanimously recommend s
reorganization of the Fund to a separate series of the Trust (i.e.,
into the Series) which will succeed to the business of the Fund. Moving the
Fund from Advisor Series V to the Trust will consolidate and
streamline the production and mailing of certain financial reports and
legal documents. The proposed change will have no material effect on
shareholders or the management of the Fund.
Fidelity Advisor Natural Resources Fund is presently the only Advisor
Focus F und offered by FDC that is not in the Trust and does not have
a fiscal year ending July 31. Consequently, separate Annual Reports
are produced for this Fund and duplicative production, mailing and SEC
filing of Prospectuses and Statements of Additional Information are
required. The proposed changes would allow FMR to consolidate
certain documents for the Advisor Focus F unds, would
significantly reduce the administrative burdens associated with multiple
trust filings, and would result in increased efficiency in producing and
mailing certain documents.
The Plan of Reorganization was approved by the Board of Trustees of
Advisor Series V , including all of the Trustees who are not
interested persons of FMR, on December 19, 1996 . The Board of
Trustees recommend s that Fund shareholders vote FOR the approval of
the Plan of Reorganization described below. Such a vote encompasses
approval of the reorganization of the Fund to a separate series of
the Trust; temporary waiver of certain investment limitations of the Fund
to permit the Reorganization (see "Temporary Waiver of Investment
Restrictions" on page ); and authorization of Advisor Series V, as
sole shareholder of the Series, to approve (i) a Management Contract for
the Series between the Trust and FMR, (ii) the Sub-Advisory Agreements
between FMR and FMR U.K. and FMR Far East, with respect to the Series and
(iii) the Distribution and Service Plan for each class of the fund ,
substantially identical to the contracts or Plans currently in effect with
the Fund or class (except as the Management Contract may be modified
pursuant to a vote of the shareholders of the Fund as proposed in this
proxy statement). If shareholders of the Fund do not approve the Plan of
Reorganization, the Fund will continue to operate as a series of Advisor
Series V .
SUMMARY OF THE PLAN OF REORGANIZATION. The following discussion summarizes
the important terms of the Plan of Reorganization. This summary is
qualified in its entirety by reference to the Plan of Reorganization
itself, which is attached as Exhibit 2 to this Proxy Statement.
On the Closing Date of the Reorganization (defined below), the Fund will
transfer all of its assets to the Series, a series of shares of the Trust
established for the purpose of effecting the Reorganization, in exchange
for the assumption by the Series of all of the liabilities of the Fund and
the issuance of shares of beneficial interest of the corresponding
classes of the Series (Trust Series Shares) equal to the number of Fund
shares outstanding on the Closing Date. Immediately thereafter, the Fund
will distribute one Trust Series Share of the applicable class for
each Fund share (the Fund Shares) held by the shareholder on the Closing
Date to each Fund shareholder, in liquidation of such Fund Shares.
Immediately after this distribution of the Trust Series Shares, the Fund
will be terminated and, as soon as practicable thereafter, will be wound up
and liquidated. UPON COMPLETION OF THE REORGANIZATION, EACH FUND
SHAREHOLDER WILL BE THE OWNER OF FULL AND FRACTIONAL TRUST SERIES SHARES
EQUAL IN NUMBER, DENOMINATION, AND AGGREGATE NET ASSET VALUE TO HIS OR HER
FUND SHARES.
The Plan of Reorganization authorizes Advisor Series V as the then
sole initial shareholder of the Series or class, as appropriate, to
approve (i) a Management Contract with FMR for the Series (the New
Management Contract), (ii) the Sub-Advisory Agreements between FMR and FMR
U.K. and FMR Far East with respect to the Series (the New Sub-Advisory
Agreements), and (iii) the Distribution and Service Plan under Rule
12b-1 for each class of the series, (the New Plans), substantially
identical to the contracts or Plans currently in effect with the Fund or
class (except as the Management Contract may be modified pursuant to a vote
of the shareholders of the Fund as proposed in this proxy statement).
The Trust's Board of Trustees will hold office without limit in time
except that (a) any Trustee may resign; (b) any Trustee may be removed by
written instrument signed by at least two-thirds of the number of Trustees
prior to removal; (c) any Trustee who requests in writing to be
retired by written instrument signed by a majority of the other Trustees or
who is unable to serve due to physical or mental incapacity by reason of
disease or otherwise, death, or for any other reason, may be retired; and
(d) a Trustee may be removed at any Special Meeting of the shareholders by
a vote of two-thirds of the outstanding shares of the Trust. In case a
vacancy shall for any reason exist, the remaining Trustees will fill such
vacancy by appointing another Trustee, so long as, immediately after such
appointment, at least two-thirds of the Trustees have been elected by
shareholders. If, at any time, less than a majority of the Trustees holding
office has been elected by shareholders, the Trustees then in office will
promptly call a shareholders' meeting for the purpose of electing a Board
of Trustees. Otherwise, there will normally be no meeting of shareholders
for the purpose of electing Trustees.
The New Management Contract , the New Sub-Advisory Agreements, and
the New Plans will take effect at the close of business on the
Closing Date. The New Management Contract, the New Sub-Advisory Agreements,
and the New Plans will continue in force until July 31, 1998. Each
agreement will continue in force thereafter from year to year so long
as its continuance is approved at least annually (i) by the vote of a
majority of the Trustees who are not "interested persons" of the Trust,
FMR , FMR U.K. or FMR Far East ("Independent Trustees") , cast
in person at a meeting called for the purpose of voting on such approval,
and (ii) by vote of a majority of the Trustees o r of a majority of
the outstanding shares of the Series. The New Plan s will continue in
effect only if approved annually by a vote of the Trustees and of those
Trustees who are not interested persons, cast in person at a meeting called
for that purpose. The New Management Contract and New Sub-Advisory
Agreements will be terminable without penalty on sixty days' written notice
either by the Trust , FMR, or FMR U.K. or FMR Far East, as the case
may be, and will terminate automatically in the event of its
assignment . The New Plans will be terminable at any time without
penalty by a vote of a majority of the Independent Trustees or by a
majority of the outstanding voting shares of the applicable class.
Assuming the Plan of Reorganization is approved, it is currently
contemplated that the Reorganization will become effective at the close of
business on Spetember 30, 1997 (the Closing Date). However, the
Reorganization may become effective at such other date as the
parties may agree in writing.
The obligations of Advisor Series V and the Trust under the Plan of
Reorganization are subject to various conditions as stated therein.
Notwithstanding the approval of the Plan of Reorganization by Fund
shareholders, the Plan of Reorganization may be terminated or amended at
any time prior to the Reorganization by action of the Trustees to provide
against unforeseen events, if (1) there is a material breach by the other
party of any representation, warranty, or agreement contained in the Plan
of Reorganization to be performed at or prior to the Closing Date or (2) it
reasonably appears that a party will not or cannot meet a condition of the
Plan of Reorganization. Either trust may at any time waive compliance with
any of the covenants and conditions contained in, or may amend, the Plan of
Reorganization, provided that such waiver or amendment does not materially
adversely affect the interests of Fund shareholders.
CONTINUATION OF FUND SHAREHOLDER ACCOUNTS AND PLANS. The Trust's
transfer agent will establish an account for the Series' shareholders
containing the appropriate number and denominations of Trust Series Shares
to be received by each holder of Fund Shares under the Plan of
Reorganization. Such accounts will be identical in all material respects to
the accounts currently maintained by the Fund's transfer agent for the
Fund's shareholders. Fund shareholders who are receiving payment under a
withdrawal plan with respect to Fund Shares will retain the same rights and
privileges as to Trust Series Shares under the Plan of Reorganization.
Similarly, no further action will be necessary in order to continue any
automatic investment plan or retirement plan currently maintained by a Fund
shareholder with respect to Fund Shares.
EXPENSES. Expenses of the Reorganization, estimated at
approximately $ 87,500 in the aggregate, will be borne by
FMR.
TEMPORARY WAIVER OF INVESTMENT RESTRICTIONS. Certain fundamental
investment restrictions of the Fund, which prohibit the Fund from acquiring
more than a stated percentage of ownership of another company, might be
construed as restricting the Fund's ability to carry out the
Reorganization. By approving the Plan of Reorganization, Fund shareholders
will be agreeing to waive, only for the purpose of the Reorganization,
those fundamental investment restrictions that could prohibit or otherwise
impede the transaction.
TAX CONSEQUENCES OF THE REORGANIZATION. On or before the Closing Date,
e ach trust will ha ve received an opinion from their
counsel, Kirkpatrick & Lockhart LLP, that the Reorganization will
constitute a tax-free reorganization within the meaning of Section
368(a)(1)(F) of the Internal Revenue Code of 1986, as amended. Accordingly,
no gain or loss will be recognized for federal income tax purposes by the
Fund, the Series, or the Fund's shareholders upon (1) the transfer of the
Fund's assets in exchange solely for the Trust Series Shares and the
assumption by the Trust on behalf of the Series of the Fund's liabilities
or (2) the distribution of Trust Series Shares to the Fund's shareholders
in liquidation of their Fund Shares. The opinion further provides, among
other things, that (a) the basis for federal income tax purposes of the
Trust Series Shares to be received by each Fund shareholder will be the
same as that of his or her Fund Shares immediately prior to the
Reorganization; and (b) each Fund shareholder's holding period for his or
her Trust Series Shares will include the Fund shareholder's holding period
for his or her Fund Shares, provided that said Fund Shares were held as
capital assets on the date of the exchange.
CONCLUSION. The Board of Trustees has concluded that the proposed
Plan of Reorganization to reorganize the Fund into a separate series
of a Massachusetts business trust is in the best interest of the Fund's
shareholders. The Trustees recommend that the Fund's shareholders vote FOR
the approval of the Plan of Reorganization as described above. Such a vote
encompasses approval of the reorganization of the Fund to a separate series
of a Massachusetts business trust; temporary waiver of certain investment
limitations of the Fund to permit the Reorganization (see "Temporary Waiver
of Investment Restrictions" on page ); authorization of the Advisor
Series V , as sole shareholder of the Series, to approve (i) a
Management Contract for the Series between the Trust and FMR, (ii) a
Sub-Advisory Agreements for the Series between FMR and FMR U.K. and FMR Far
East, and (iii) a Distribution and Service Plan for each Class of the
Fund , substantially identical to the contract or plan ,
as the case may be, currently in effect with respect to each class
of the Fund (except as the Management Contract may be modified
pursuant to a vote of the shareholders of the Fund as proposed in this
proxy statement). If approved, the Plan of Reorganization will take effect
on the Closing Date. If the Plan of Reorganization is not approved, the
Fund will continue to operate as a fund of Advisor Series V.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the
contrary will be voted on such matters in accordance with the judgment of
the persons therein designated.
ACTIVITIES AND MANAGEMENT OF FMR
FMR, a corporation organized in 1946, serves as investment adviser to a
number of investment companies. Information concerning the advisory fees,
net assets, and total expenses of funds with investment objectives similar
to the fund and advised by FMR is contained in the Table of Average
Net Assets and Expense Ratios in Exhibit 3 beginning on page
.
FMR, its officers and directors, its affiliated companies, and the
Trustees, from time to time have transactions with various banks, including
the custodian banks for certain of the funds advised by FMR. Those
transactions that have occurred to date have included mortgages and
personal and general business loans. In the judgment of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board; J.
Gary Burkhead, President; and Peter S. Lynch, Vice Chairman. Each of the
Directors is also a Trustee of the trust. Messrs. Johnson 3d, Burkhead,
John H. Costello , Arthur S. Loring, Robert H. Morrison,
Kenneth A. Rathgeber, Leonard M. Rush, and William J. Hayes are currently
officers of the trust and officers or employees of FMR or FMR Corp. With
the exception of Mr. Costello and Mr. Rush, all of these persons
hold or have options to acquire stock of FMR Corp.The principal
business address of each of the Directors of FMR is 82 Devonshire Street,
Boston, Massachusetts 02109.
All of the stock of FMR is owned by its parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts 02109, which was organized on
October 31, 1972. Members of Mr. Edward C. Johnson 3d's family are the
predominant owners of a class of shares of common stock, representing
approximately 49% of the voting power of FMR Corp., and, therefore, under
the 1940 Act may be deemed to form a controlling group with respect to FMR
Corp.
During the period November 1 , 199 5 through March 31 ,
199 7 , no transactions were entered into by Trustees of the
trust involving more than 1% of the voting common, non-voting common and
equivalent stock, or preferred stock of FMR Corp.
ACTIVITIES AND MANAGEMENT OF FMR U.K. AND FMR FAR EAST
FMR U.K. and FMR Far East are wholly-owned subsidiaries of FMR formed in
1986 to provide research and investment advice with respect to companies
based outside the United States for certain funds for which FMR acts as
investment adviser. FMR may also grant the sub-advisers investment
management authority as well as authority to buy and sell securities for
certain of the funds for which it acts as investment adviser, if FMR
believes it would be beneficial to a fund.
Funds with investment objectives similar to the fund managed by FMR
with respect to which FMR currently has sub-advisory agreements with either
FMR U.K. or FMR Far East, and the net assets of each of these funds, are
indicated in the Table of Average Net Assets and Expense Ratios in Exhibit
3 beginning on page .
The Directors of FMR U.K. and FMR Far East are Edward C. Johnson 3d,
Chairman, and J. Gary Burkhead, President. Mr. Johnson 3d also is President
and a Trustee of the trust and other funds advised by FMR; Chairman and a
Director of FMR Texas Inc. (FMR Texas); Chairman, Chief Executive Officer,
President, and a Director of FMR Corp., Chairman of the Board and of the
Executive Committee of FMR, and a Director of FMR. In addition, Mr.
Burkhead is Senior Vice President and a Trustee of the trust and of other
funds advised by FMR; a Director of FMR Corp.; President and Director of
FMR; and President and Director of FMR Texas. Each of the Directors is a
stockholder of FMR Corp. The principal business address of the Directors is
82 Devonshire Street, Boston, Massachusetts 02109.
PRESENT MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies, and limitations. FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments,
compensates all officers of the fund and all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of the fund. These services include providing
facilities for maintaining the fund's organization; supervising relations
with custodians, transfer and pricing agents, accountants, underwriters,
and other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
laws; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Trustees. Services provided by affiliates of FMR will continue under
the proposed management contract described in proposal 1 .
In addition to the management fee payable to FMR, the fund pays transfer
agent fees to FIIOC for Class A , Class B , Class T and
Institutional Class, and price and bookkeeping fees to Fidelity Service Co.
(FSC), affiliates of FMR. Although the fund's current management contract
provides that the fund will pay for typesetting, printing, and mailing
prospectuses, statements of additional information, notices and reports to
shareholders, the trust, on behalf of the fund has entered into a revised
transfer agent agreement with FIIOC, pursuant to which FIIOC bears the
costs of providing these services to existing shareholders of the
applicable classes. Other expenses paid by the fund include interest,
taxes, brokerage commissions, and the fund's proportionate share of
insurance premiums and Investment Company Institute dues. The fund is also
liable for such non-recurring expenses as may arise, including costs of any
litigation to which the fund may be a party, and any obligation it may have
to indemnify its officers and Trustees with respect to litigation.
Transfer agent fees and pricing and bookkeeping fees, including
reimbursement for out-of-pocket expenses, paid to FIIOC and FSC by the fund
for fiscal 199 6 amounted to $ 1,123,761 and $ 323,423 ,
respectively .
The fund also has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreement calls
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of the fund, which are continuously
offered. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FMR. Sales charge revenue paid
to, and retained by, FDC for fiscal 1996 amounted to $ 536,967 .
FDC collected deferred sales charge revenue of $21,872 during fiscal
1996. When shares subject to a deferred sales charge are sold, FDC pays
commissions from its own resources to dealers through which the sales are
made. In addition, FDC received from the fund and retained $195,905 in
fiscal 1996 pursuant to Distribution and Service Plans under Rule
12b-1.
FMR is the fund's manager pursuant to a management contract dated
December 1, 1994 , which was approved by shareholders on November
14, 1994 . The management contract approved by shareholders on
November 1, 1994 provided for lower fees when FMR's assets under management
exceed certain levels.
For the services of FMR under the contract, the fund pays FMR a
monthly management fee composed of the sum of two elements: a group fee
rate and an individual fund fee rate.
The group fee rate is based on the monthly average net assets of all of
the registered investment companies with which FMR has management
contracts. The following fee schedule is the current fee schedule for the
fund:
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE
RATES
Average Group Annualized Group Net Effective
Assets Rate Assets Annual
Fee Rate
0 - $ 3 billion .5200% $ 0.5 billion .5200%
3 - 6 .4900 25 .4238
6 - 9 .4600 50 .3823
9 - 12 .4300 75 .3626
12 - 15 .4000 100 .3512
15 - 18 .3850 125 .3430
18 - 21 .3700 150 .3371
21 - 24 .3600 175 .3325
24 - 30 .3500 200 .3284
30 - 36 .3450 225 .32 49
36 - 42 .3400 250 .32 19
42 - 48 .3350 275 .319 0
48 - 66 .3250 300 .31 63
66 - 84 .3200 325 .31 37
84 - 102 .3150 350 . 3113
102 - 138 .3100 375 .3090
138 - 174 .3050 400 .3067
174 - 210 .3000
210 - 246 .2950
2 46 - 282 .2900
282 - 318 .2850
318 - 354 .2800
354 - 390 .2750
Over 390 .2700
Prior to December 1, 1994 , the group fee rate was based on a
schedule with breakpoints ending at 0 .3100% for average group assets
in excess of $102 billion. The group fee rate breakpoints for average group
assets in excess of $138 billion and under $228 billion were voluntarily
adopted by FMR on January 1, 1992. A dditional breakpoints for
average group assets in excess of $228 billion were voluntarily adopted by
FMR on November 1, 1993.
On August 1, 1994, FMR voluntarily revised the prior extensions to the
group fee rate schedule, and added new breakpoints for average group assets
in excess of $210 billion and under $ 390 billion as shown in the
schedule above. Shareholders approved a new management agreement
reflecting the changes on November 14, 1994. The revised group fee rate
schedule provides for lower management fee rates as FMR's assets under
management increase. The revised group fee rate schedule was identical to
the above schedule for average group assets under $210 billion.
On January 1, 1996, FMR voluntarily added new breakpoints to the revised
schedule for average group assets in excess of $ 390 billion ,
pending shareholder approval of a new management contract reflecting the
revised schedule and additional breakpoints . The revised group fee rate
schedule and its extensions provide for lower management fee rates as FMR's
assets under management increase. The revised group fee rate schedule
for average group assets in excess of $210 billion and up to $390 billion
with additional breakpoints voluntarily adopted by FMR for average group
assets in excess of $390 billion is as follows:
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE
RATES
Average Group Annualized Group Net Effective
Assets Rate Assets Annual
Fee Rate
174 - $210 .3000% $ 150 billion .3371%
billion
210 - 246 .2950 175 .3325
246 - 282 .2900 200 .3284
282 - 318 .2850 225 .3249
318 - 354 .2800 250 .3219
354 - 390 .2750 275 .3190
390 - 426 .2700 300 .3163
426 - 462 .2650 325 .3137
462 - 498 .2600 350 .3113
498 - 534 .2550 375 .3090
Over 534 .2500 400 .3067
425 .3046
450 .3024
475 .3003
500 .2982
525 .2962
550 .2942
The group fee rate is calculated on a cumulative basis pursuant to the
graduated fee rate schedule shown above on the left. The schedule above on
the right shows the effective annual group fee rate at various asset
levels, which is the result of cumulatively applying the annualized rates
on the left. For example, the effective annual fee rate at $435 billion of
group net assets - the approximate level for October 31, 1996 - was
0.3037%, which is the weighted average of the respective fee rates for each
level of group net assets up to $435 billion.
Effective September 1, 1996, FMR voluntarily agreed to reduce the
Individual Fund Fee Rate from 0.45 to 0.30%, the rate currently in effect.
Based on the average group net assets of the funds advised by FMR for
October 31, 1996 , the annual management fee rate would be calculated
as follows:
Group Fee Rate Individual Fund Management Fee
Fee Rate Rate
0.3037 % + 0.30 % * = 0.6037 %
* If the voluntary reduction effective September 1, 1996 were not in
effect during the fiscal year ended 1996, the total management fee rate
would have been 0.7537%.
One-twelfth of this annual management fee rate is applied to the fund's
net assets averaged for the month, giving a dollar amount, which is the fee
for that month.
FMR may, from time to time, voluntarily reimburse all or a portion of the
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursements
by FMR will increase the fund's total returns and repayment of the
reimbursement by the fund will lower its total returns.
During fiscal 1996, FMR received $3,344,653 for its services as
investment adviser to the fund. This fee was equivalent to 0.72% of the
average net assets of the fund. Effective September 1, 1996, FMR
voluntarily agreed, subject to revision or termination, to reduce the funds
Individual Fund Fee Rate from 0.45% to 0.30% of the fund's average net
asset. If this voluntary reduction had not been in effect, for fiscal 1996,
FMR would have received fees amounting to $3,498,996 which would have been
equivalent to 0.75% of average net assets of the fund.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the fund's
management contract.
FMR may place agency transactions with Fidelity Brokerage Services, Inc.
(FBSI) and Fidelity Brokerage Services (FBS), subsidiaries of FMR Corp., if
the commissions are fair, reasonable, and comparable to commissions charged
by non-affiliated, qualified brokerage firms for similar services.
During fiscal 199 6 the fund paid brokerage commissions of
$ 288,669 to FBSI and $ 10,616 to FBS. During fiscal
199 6 , this amounted to approximately 18.12 % and .71 %,
respectively, of the aggregate brokerage commissions paid by the fund.
SUB-ADVISORY AGREEMENTS
FMR has entered into sub-advisory agreements with FMR U.K., and FMR
Far East . Pursuant to the sub-advisory agreements, FMR may receive
investment advice and research services outside the United States from the
sub-advisers. FMR may also grant the sub-advisers investment management
authority as well as the authority to buy and sell securities if FMR
believes it would be beneficial to the fund. The sub-advisory
agreement s , dated December 1, 1994 , w ere approved by
shareholders on November 14, 1994, engaging FMR Far East and FMR U.K. as
sub-advisors of the fund .
Currently, FMR U.K. and FMR Far East each focus on issuers in countries
other than the United States such as those in Europe, Asia, and the Pacific
Basin.
FMR U.K. and FMR Far East, which were organized in 1986, are wholly owned
subsidiaries of FMR. Under the sub-advisory agreements FMR pays the fees of
FMR U.K. and FMR Far East. For providing non-discretionary investment
advice and research services, FMR pays FMR U.K. and FMR Far East fees equal
to 110% and 105%, respectively, of FMR U.K.'s and FMR Far East's costs
incurred in connection with providing investment advice and research
services.
For providing discretionary investment management and executing portfolio
transactions, FMR pays FMR U.K. and FMR Far East a fee equal to 50 %
of its monthly management fee rate with respect to the fund's average net
assets managed by the sub-adviser on a discretionary basis.
For providing investment advice and research services, the fees paid to
the sub-advisers for the fiscal year ended 199 6 were as follows:
FMR U.K. FMR Far East
$ 28,042 $ 28,590
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The trust does not hold annual shareholder meetings. Shareholders wishing
to submit proposals for inclusion in a proxy statement for a subsequent
shareholder meeting should send their written proposals to the Secretary of
the Trust, 82 Devonshire Street, Boston, Massachusetts 02109.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the trust, in care of Client Services at
1-800-843-3001 , whether other persons are beneficial owners of shares
for which proxies are being solicited and, if so, the number of copies of
the Proxy Statement and Annual Reports you wish to receive in order to
supply copies to the beneficial owners of the respective shares.
EXHIBIT 1
The language added to the current contract is underlined; the language
deleted is set forth in [brackets].
MANAGEMENT CONTRACT
BETWEEN
FIDELITY ADVISOR SERIES V:
FIDELITY ADVISOR [GLOBAL] NATURAL RESOURCES FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
[MODIFICATION ] ((AMENDMENT)) made this 1st day of [ December,
1994] _((____ , 1997,)) by and between Fidelity Advisor Series V, a
Massachusetts business trust which may issue one or more series of shares
of beneficial interest (hereinafter called the "Fund"), on behalf of
Fidelity Advisor [Global] ((Natural)) Resources Fund (hereinafter called
the "Portfolio"), and Fidelity Management & Research Company, a
Massachusetts corporation (hereinafter called the "Adviser") ((as set forth
in its entirety below.))
Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the Adviser
hereby consent, pursuant to Paragraph 6 of the existing Management Contract
dated December 30, 1988, ((as modified on December 1, 1994,)) to
a further modification of said Contract in the manner set
forth below. The [ Modified ] ((Amended)) Management Contract
shall, when executed by duly authorized officers of the Fund and Adviser,
take effect on [ December 1, 1994 ] ((July 1, 1997,)) or the first
day of the month following approval.
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio's Prospectus or other governing instruments, as
amended from time to time, the Investment Company Act of 1940 and rules
thereunder, as amended from time to time (the "1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser. The Adviser shall also furnish for the use of the Portfolio office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Portfolio; and shall pay the salaries and
fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iii) preparing all general
shareholder communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance the value or convenience of the Portfolio as an
investment vehicle.
The Adviser shall also furnish such reports, evaluations, information or
analyses to the Fund as the Fund's Board of Trustees may request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by the Adviser, which may include brokers or dealers affiliated
with the Adviser. The Adviser shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Portfolio and/or the other accounts
over which the Adviser or its affiliates exercise investment discretion.
The Adviser is authorized to pay a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination may
be viewed in terms of either that particular transaction or the overall
responsibilities which the Adviser and its affiliates have with respect to
accounts over which they exercise investment discretion. The Trustees of
the Fund shall periodically review the commissions paid by the Portfolio to
determine if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. The Adviser will be compensated on the following basis for the services
and facilities to be furnished hereunder. The Adviser shall receive a
monthly management fee, payable ((monthly)) as soon as practicable after
the last day of each month, composed of a Group Fee and an Individual Fund
Fee.
(a) Group Fee Rate. The Group Fee Rate shall be based upon the monthly
average of the net assets of the registered investment companies having
Advisory and Service or Management Contracts with the Adviser (computed in
the manner set forth in the fund's Declaration of Trust or other
organizational document) determined as of the close of business on each
business day throughout the month. The Group Fee Rate shall be determined
on a cumulative basis pursuant to the following schedule:
Average Net Assets Annualized Fee Rate (for each level)
0 - $ 3 billion .5200%
3 - 6 .4900%
6 - 9 .4600%
9 - 12 .4300%
12 - 15 .4000%
15 - 18 .3850%
18 - 21 .3700%
21 - 24 .3600%
24 - 30 .3500%
30 - 36 .3450%
36 - 42 .3400%
42 - 48 .3350%
48 - 66 .3250%
66 - 84 .3200%
84 - 102 .3150%
102 - 138 .3100%
138 - 174 .3050%
174 - 210 .3000%
210 - 246 .2950%
246 - 282 .2900%
282 - 318 .2850%
318 - 354 .2800%
354 - 390 .2750%
[Over] 390 - ((426)) .2700%
((426 - 462)) ((.2650%))
((462 - 498)) ((.2600%))
((498 - 534)) ((.2550%))
((Over - 534)) ((.2500%))
(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be
[.45%]((.30%)).
The sum of the Group Fee Rate, calculated as described above to the
nearest millionth, and the Individual Fund Fee Rate shall constitute the
Annual Management Fee Rate. One-twelfth of the Annual Management Fee Rate
shall be applied to the average of the net assets of the Portfolio
(computed in the manner set forth in the Fund's Declaration of Trust or
other organizational document) determined as of the close of business on
each business day throughout the month.
In case of termination of this Contract during any month, the fee for that
month shall be reduced proportionately on the basis of the number of
business days during which it is in effect, and the fee computed upon the
average net assets for the business days it is so in effect for that month.
4. It is understood that the Portfolio will pay all its expenses other
than those expressly stated to be payable by the Adviser hereunder, which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related to the registration and
qualification of the Fund and the Portfolio's shares for distribution under
state and federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the Portfolio;
(viii) all other expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for F idelity and
other coverage; (x) its proportionate share of association membership dues;
(xi) expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security ((or other
investment instrument.))
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until July 31,
[1995] ((199 7)) , and indefinitely thereafter, but only so long as
the continuance after such date shall be specifically approved at least
annually by vote of the Trustees of the Fund or by vote of a majority of
the outstanding voting securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract without payment of any
penalty, by action of its Trustees or Board of Directors, as the case may
be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust ((or
other organizational document)) and agrees that the obligations assumed by
the Fund pursuant to this Contract shall be limited in all cases to the
Portfolio and its assets, and the Adviser shall not seek satisfaction of
any such obligation from the shareholders or any shareholder of the
Portfolio or any other Portfolios of the Fund. In addition, the Adviser
shall not seek satisfaction of any such obligation from the Trustees or any
individual Trustee. The Adviser understands that the rights and obligations
of the Portfolio under this Contract are separate and distinct from those
of any and all other Portfolios.
8. This Agreement shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Massachusetts, without giving effect to the
choice of laws provisions thereof.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
FIDELITY ADVISOR SERIES V
on behalf of Fidelity Advisor [Global] ((Natural)) Resources Fund
[SIGNATURE LINES OMITTED]
FIDELITY MANAGEMENT & RESEARCH COMPANY
[SIGNATURE LINES OMITTED]
EXHIBIT 1
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of
the 19th day of December 1996 , by and between Fidelity
Advisor Natural Resources Fund (the Fund), a separate series of
Fidelity Advisor Series V (Advisor Series V) and Fidelity Advisor Series
VII (the Trust), each a business trust duly formed under the laws of
the Commonwealth of Massachusetts.
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of Section 368(a)(1)(F) of the Internal
Revenue Code of 1986, as amended (the Code). The reorganization will
comprise: (a) the transfer of all of the assets of the Fund to a
series of the Trust (the Series) solely in exchange for shares of
beneficial interest of the applicable classes of the Series (the
Trust Series Shares) and the assumption by the Series of the Fund's
liabilities; and (b) the constructive distribution of such Trust Series
Shares of the applicable classes by the Fund to its shareholders
(Fund Shareholder s ) in complete liquidation and termination of the
Fund in exchange for all of the Fund's outstanding shares of the
corresponding classes (Fund Shares). The Fund shall receive shares
of the applicable classes of the Series equal to the number and
classes of Fund Shares on the Closing Date (as defined below).
Immediately thereafter, the Fund shall then distribute to each Fund
Shareholder one Trust Series Share for each Fund Share held by the
shareholder on the Closing Date. 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 THE FUND
The Advisor Series V on behalf of the Fund represents and warrants as
follows:
(a) The Fund is a series of Advisor Series V, a business trust duly
formed, 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 out its business as now being conducted and to carry out this
Agreement;
(b) The Fund is duly registered as an open-end management investment
company under the Investment Company Act of 1940 (the 1940 Act), as
amended, or is a series of a registrant and such registration is in full
force and effect;
(c) The Fund is not in, and the execution, delivery and performance of
this Agreement will not result in, violation of any provision of the
Amended and Restated Declaration of Trust or the Fund's Bylaws, or, to the
Fund's knowledge, of any agreement, indenture, instrument, contract, lease
or other undertaking to which the Fund is a party or by which the 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 the Fund is a
party or is bound;
(d) The Fund has no material contracts or other commitments (other than
this Agreement) that will not be terminated without liability to the Fund
on or prior to the Closing Date;
(e) To the Fund's knowledge, no material legal, administrative, or other
proceeding or investigation of, or before, any court or governmental body
presently is pending or threatened against the Fund or any of its
properties or assets which assert liability on the part of the Fund, except
as previously disclosed in writing to the Trust. The Fund knows of no facts
that might form the basis for the institution of such proceedings;
(f) The Fund has filed or will file all federal and state tax returns
which, to the knowledge of the Fund's officers, are required to be filed by
the 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 the Fund's knowledge, no such return is
currently under audit and no assessment has been asserted with respect to
such returns;
(g) All of the issued and outstanding shares of the 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 in conformity with all applicable federal securities laws.
All of the issued and outstanding shares of the Fund will, at the Closing
Date, be held by the persons and in the amounts as certified in accordance
with the provisions of this Agreement;
(h) The information to be furnished by the Fund for use in applications
for orders, registration statements, proxy materials and other documents
which may be necessary in connection with the transactions contemplated
hereby shall be accurate and complete and shall comply in all material
respects with federal securities and other laws and regulations thereunder
applicable thereto;
(i) At both the Valuation Time (as defined in Section 4) and the Closing
Date (as defined in Section 6), the Fund will have the full right, power,
and authority to sell, assign, transfer, and deliver its portfolio
securities and any other assets of the Fund to be transferred to the Series
pursuant to this Agreement. At the Closing Date, subject only to the
delivery of the Fund's portfolio securities and any such other assets as
contemplated by this Agreement, the Series will acquire the 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 the Series) and without any
restrictions upon the transfer thereof;
(j) The execution, delivery, and performance of this Agreement will have
been duly authorized prior to the Closing Date by all necessary corporate
action on the part of the Fund, and this Agreement constitutes a valid and
binding obligation of the Fund enforceable in accordance with its terms,
subject to shareholder approval;
(k) To the best of the knowledge of the Fund's management, there is no
plan or intention by the Fund's shareholders to sell, exchange or otherwise
dispose of any of the Trust Series Shares to be received in the
Reorganization;
(l) The Fund shares are widely held and may be purchased and redeemed upon
request;
(m) No consideration other than Trust Series Shares will be issued in
exchange for the Fund Shares in the Reorganization;
(n) Immediately following consummation of the Reorganization, the Fund
Shareholders will own all of the Trust Series Shares and will own such
shares solely by reason of their ownership of the Fund Shares immediately
prior to the Reorganization;
(o) Immediately following the consummation of the Reorganization, the
Trust will hold on behalf of the Series the same assets and be subject to
the same liabilities that the Fund held or was subject to immediately prior
thereto, except for assets used to pay expenses incurred in connection with
the Reorganization. Assets used to pay expenses and all distributions
(except for distributions and redemptions arising in the ordinary course of
the Fund's business as an open-end investment company) made by the Fund
immediately preceding the Reorganization will, in the aggregate, constitute
less than 1% of the net assets of the Fund;
(p) At the time of the Reorganization, the Fund will not have outstanding
any warrants, options, convertible securities, or any other type of right
pursuant to which any person could acquire stock in the Fund;
(q) There is no intercompany indebtedness between the Series and the Fund
that was issued, acquired or that will be settled at a discount;
(r) The Fund's liabilities to be assumed by the Series in the
Reorganization were incurred by the Fund in the ordinary course of its
business and are associated with the assets to be transferred;
(s) The Fund's shareholders each will pay their own expenses, if any,
incurred in connection with the Reorganization;
(t) The fair market value of the Fund's assets to be transferred by the
Fund to the Series will equal or exceed the Fund's liabilities to be
assumed by the Series plus the liabilities to which the transferred assets
are subject;
(u) The Fund is a regulated investment company as defined in Section 851
of the Internal Revenue Code of 1986, as amended;
(v) At the time of the Reorganization, the Fund is not under the
jurisdiction of a court in a proceeding under Title 11 of the United States
Code or similar case within the meaning of Section 368(a)(3)(A) of the
Code;
(w) To the Fund's knowledge, no consent, approval, authorization, or order
of any court or governmental authority is required for the consummation by
the Fund of the transactions contemplated by this Agreement, except such as
have been obtained under the Securities Act of 1933 (the 1933 Act), the
Securities Exchange Act of 1934 (the 1934 Act), and the 1940 Act;
( x ) The 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, 1996 and those
incurred in the ordinary course of the Fund's business as an investment
company since October 31, 1996; and
( y ) The Fund will be liquidated immediately after the
Reorganization.
2. REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust represents and warrants as follows:
(a) The Trust is a business trust duly formed, validly existing, and in
good standing under the laws of the Commonwealth of Massachusetts. It has
all necessary federal, state, and local authorizations to carry out its
business as now being conducted and to carry out this Agreement;
(b) The Trust is duly registered as an open-end management investment
company under the 1940 Act, and the Series is a duly established and
designated series of the Trust;
(c) The Trust is not in, and the execution, delivery and performance of
this Agreement will not result in, violation of any provision of the
Amended and Restated Declaration of Trust or the Trust's Bylaws, or, to the
Trust's knowledge, of any agreement, indenture, instrument, contract, lease
or other undertaking to which the Trust is a party or by which the Trust is
bound or result in the acceleration of any obligation or the imposition of
any penalty under any agreement, judgment or decree to which the Trust is a
party or is bound;
(d) To the Trust's knowledge, no material legal, administrative, or other
proceeding or investigation of, or before, any court or governmental body
presently is pending or threatened against the Trust or any of its
properties or assets which assert liability on the part of the Trust,
except as previously disclosed in writing to the Trust. The Trust knows of
no facts that might form the basis for the institution of such proceedings;
(e) The Trust intends for the Series to be a regulated investment company,
under Section 851 of the Code;
(f) Prior to the Closing Date, there shall be no issued and outstanding
Trust Series Shares or any other securities issued by the Series (except
for the one share of each class that may be issued to FMR); Trust Series
Shares issued in connection with the transactions contemplated herein will
be, duly and validly issued and outstanding, fully paid and non-assessable
under Massachusetts law on the Closing Date;
(g) The execution, delivery, and performance of this Agreement will have
been duly authorized prior to the Closing Date by all necessary corporate
action on the part of the Trust, and, upon its proper execution, this
Agreement will constitute a valid and binding obligation of the Trust
enforceable against the Series in accordance with its terms;
(h) The Trust Series Shares at the Closing will have been duly authorized
and, when so issued and delivered, will be duly and validly issued shares
of the Series, fully paid and non-assessable under Massachusetts law except
that under Massachusetts law, shareholders of a Massachusetts business
trust, under certain circumstances, may be held personally liable for
obligations of the Trust;
(i) The fair market value of the Trust Series Shares to be received by the
Fund Shareholders will be equal to the fair market value of their Fund
Shares constructively surrendered in exchange therefor;
(j) The Trust has no plan or intention on behalf of the Series to issue
additional Trust Series Shares following the Reorganization except for
issuance of shares arising in the ordinary course of the business of the
Series as the series of an open-end investment company;
(k) The Trust has no plan or intention to reacquire the Trust Series
Shares issued to the Fund Shareholders pursuant to the Reorganization other
than through redemptions arising in the ordinary course of the business of
the Series as a series of an open-end investment company;
(l) Following the Reorganization, the Trust, on behalf of the Series, will
continue the Fund's historic business;
(m) The Trust has no plan or intention to sell or otherwise dispose of any
of the Fund's assets to be acquired by the Series in the Reorganization,
except for dispositions made in the ordinary course of its business and
dispositions necessary to maintain the status of the Series as a regulated
investment company under Section 851 of the Code;
(n) The information to be furnished by the Trust with respect to the
Series for use in applications for orders, registration statements, proxy
materials and other documents which may be necessary in connection with the
transactions contemplated hereby shall be accurate and complete and shall
comply in all material respects with federal securities and other laws and
regulations applicable thereto;
(o) The Trust, on behalf of the Series, shall use all reasonable efforts
to obtain the approvals and authorizations required by the 1933 Act and the
1940 Act as it may deem appropriate in order to operate after the Closing
Date; and
(p) To the Trust's knowledge, no consent, approval, authorization, or
order of any court or governmental authority is required for the
consummation by the Series of the transactions contemplated by this
Agreement, except such as have been obtained under the 1933 Act, the 1934
Act, and the 1940 Act.
3. REORGANIZATION
(a) Subject to the requisite approval of the shareholders of the Fund and
to the other terms and conditions contained herein, the Fund agrees to
assign, convey, transfer, and deliver to the Series established by the
Trust solely for the purpose of acquiring all of the assets of the Fund,
which Series has not issued any Trust Series Shares (except for one share
of each class that may be issued to FMR) or commenced operations, on the
Closing Date all of the assets of the Fund of any kind and nature existing
on the Closing Date. The Series agrees in exchange therefor (1) to assume
all of the Fund's liabilities existing on or after the Closing Date,
whether or not determinable on the Closing Date, and (2) to issue and
deliver to the Fund the number of full and fractional Trust Series Shares
of the applicable classes equal to the value and number of full and
fractional shares of the corresponding classes of the Fund outstanding at
the time of the closing, as described in paragraph 6, on the Closing Date
provided for in Section 6(a).
(b) The assets of the Fund to be acquired by the Series and allocated
thereto shall include, without limitation, all cash, cash equivalents,
securities, receivables (including interest or dividends receivables),
claims, choses in action, and other property owned by the Fund, and any
deferred or prepaid expenses shown as an asset on the books of the Fund on
the Closing Date. The Fund will pay or cause to be paid to the Series any
dividend or interest payments received by it on or after the Closing Date
with respect to the assets transferred to the Series hereunder, and the
Series will retain any dividend or interest payments received by it after
the Valuation Time (as defined in Section 4) with respect to the assets
transferred hereunder without regard to the payment date thereof.
(c) Immediately upon delivery to the Fund of the Trust Series Shares, the
individual Trustees of Advisor Series V or any officer duly authorized by
them, on the Advisor Series V's behalf as the then sole shareholder of the
Series or class, as appropriate , shall approve (i) a Management
Contract between the Trust on behalf of the Series and FMR, (ii)
Sub-Advisory Agreements between FMR and Fidelity Management & Research
(U.K.) Inc. and Fidelity Management & Research (Far East) Inc., (iii) a
Distribution and Service Plan on behalf of each class of the Series under
Rule 12b-1 under the 1940 Act between the Trust on behalf of the Series and
Fidelity Distributors Corporation (FDC) substantively identical to the plan
currently in effect with respect to each such class the Fund, except as to
the parties to such plan or contract, (iv) the independent accountants who
currently serve in that capacity for the Fund (v) the adoption of the
revised fundamental policy described in Proposal 2 the Proxy Statement and
(vi) the elimination of the fund's fundamental policy described in Proposal
3 of the Proxy statement.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable (the Liquidation Date), the Fund will
constructively distribute the Trust Series Shares of the applicable classes
pro rata in proportion to their respective shares of beneficial interest in
the corresponding classes of the Fund to Fund Shareholders of record
determined as of the Valuation Time on the Closing Date in accordance with
the Fund's Amended and Restated Declaration of Trust, in liquidation of
such Fund. Such distribution will be accomplished by the Fund's transfer
agent opening accounts on the share records of the Series in the names of
such Fund Shareholders and transferring the Trust Series Shares of the
applicable classes thereto. Each Fund Shareholder's account shall be
credited with the respective pro rata number of full and fractional
(rounded to the third decimal place) Trust Series Shares of the applicable
classes due that shareholder. All outstanding Fund Shares, including any
represented by certificates, shall simultaneously be canceled on the Fund's
share transfer records. The Series shall not issue certificates
representing Trust Series Shares in connection with such distribution.
(e) Immediately after the distribution of the Trust Series Shares as set
forth in Section 3(d), the Fund shall be liquidated and terminated and any
such further actions shall be taken in connection therewith as required by
applicable law.
(f) Any transfer taxes payable upon issuance of Trust Series Shares in a
name other than that of the registered holder on the Fund's books of the
Fund Shares constructively exchanged for the Trust Series Shares shall be
paid by the person to whom such Trust Series Shares are to be issued, as a
condition of such transfer.
(g) Any reporting responsibility of the Fund is and shall remain the
responsibility of the Fund up to and including the date on which it is
liquidated.
4. VALUATION
(a) The valuation time shall be 4:00 p.m. Eastern time on the Closing Date
(the Valuation Time).
(b) The value of the Fund's net assets to be acquired by the Series
hereunder shall be the net asset value computed as of the Valuation Time,
using the valuation procedures set forth in the Fund's then current
Prospectus and Statement of Additional Information.
(c) The number, value, class, and denomination of full and fractional
Trust Series Shares to be issued in exchange for the Fund's net assets
shall be equal to the number, value, class, and denomination of full and
fractional Fund Shares outstanding on the Closing Date.
(d) All computations pursuant to this Section shall be made by Fidelity
Investments Institutional Operations Company, Inc., an affiliate of FMR
Corp., in accordance with its regular practice as pricing agent for the
Fund.
5. FEES; EXPENSES
(a) The Trust and the Fund each represent that there is no person who
dealt with it who by reason of such dealings is entitled to any broker's or
finder's fees or commissions arising out of the transactions contemplated
hereby.
(b) FMR will assume expenses incurred by the Trust and the Fund in
connection with entering into and carrying out the provisions of this
Agreement, whether or not the transactions contemplated hereby are
consummated. Such expenses shall include, without limitation: (i) expenses
incurred in connection with the entering into and the carrying out of the
provisions of this Agreement; (ii) expenses associated with the preparation
and filing of the Registration Statement under the 1933 Act covering the
Trust Series Shares to be issued pursuant to the provisions of this
Agreement; (iii) registration or qualification fees and expenses of
preparing and filing such forms as are necessary under applicable state
securities laws to qualify the Trust Series Shares to be issued in
connection herewith in each state in which the Fund shareholders are
resident as of the date of the mailing of the Proxy Statement to such
shareholders; (iv) postage; (v) printing; (vi) accounting fees; (vii) legal
fees; and (viii) solicitation costs of the transactions.
6. CLOSING DATE
(a) The transfer of the Fund's assets in exchange for the assumption by
the Series of the Fund's liabilities and the issuance of Trust Series
Shares, as described above, together with related acts necessary to
consummate the same, (the Closing), unless otherwise provided herein, shall
occur at the principal office of the Advisor Series V and the Trust, 82
Devonshire Street, Boston, Massachusetts, on September 30 ,
199 7 , or at such other place or date as the parties may agree in
writing (the Closing Date). All acts taking place at the Closing shall be
deemed to take place simultaneously as of the Valuation Time or at such
other time and/or place as the parties may agree.
(b) In the event that, on the Closing Date: (i) any of the markets for
securities held by the Fund are closed to trading, or (ii) trading thereon
is restricted, or (iii) trading or reporting of trading on said markets or
elsewhere is disrupted, all so that accurate appraisal of the total net
asset value of the Fund is impracticable, the Closing Date shall be
postponed until the first business day after the day when such trading
shall have been fully resumed and reporting shall have been restored, or
such other date as the parties may agree.
(c) The Fund shall deliver at the Closing a certificate of an authorized
officer stating that it has notified Brown Brothers Harriman & Co., as
custodian for the Fund, of the Fund's reorganization to a series of the
Trust.
(d) Fidelity Investments Institutional Operations Company, as transfer
agent for the Fund, shall deliver at the Closing a certificate as to the
conversion on its books and records of each Fund Shareholder account to an
account as a holder of Trust Series Shares. The Trust shall issue and
deliver a confirmation to the Fund evidencing the Trust Series Shares to be
credited on the Closing Date or provide evidence satisfactory to the Fund
that such Trust Series Shares have been credited to the Fund's account on
the books of the Trust. At the Closing, each party shall deliver to the
other such bills of sale, checks, assignments, stock certificates, receipts
or other documents as such other party or its counsel may reasonably
request.
7. SHAREHOLDER MEETING AND TERMINATION OF THE FUND
(a) The Fund agrees to call a meeting of its shareholders (the
Shareholders ' Meeting) to consider and act upon this Agreement and
to take all other action necessary to obtain approval of the transactions
contemplated hereby.
(b) The Fund agrees that as soon as reasonably practicable after
distribution of the Trust Series Shares, the Fund shall be liquidated and
terminated as a series of Advisor Series 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 the Fund shall not conduct any business except in connection
with its liquidation and termination.
8. CONDITIONS TO OBLIGATIONS OF THE TRUST
The obligations of the Trust hereunder shall be subject to the following
conditions:
(a) That the Fund furnishes to the Trust a statement, dated as of the
Closing Date, signed by an officer of Advisor Series V, certifying that as
of the Valuation Time and the Closing Date all representations and
warranties of the Fund made in this Agreement are true and correct in all
material respects and that the 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 the Fund furnishes the Trust with copies of the resolutions,
certified by an officer of Advisor Series V, 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 the Fund;
(c) That the Fund shall deliver to the Trust at the Closing a statement of
its assets and liabilities, together with a certificate as to the aggregate
asset value of the Fund's portfolio securities, all as of the Valuation
Time, certified on the Fund's behalf by its Treasurer or Assistant
Treasurer;
(d) That the Fund's custodian shall deliver to the Trust a certificate
identifying the assets of the Fund held by such custodian as of the
Valuation Time on the Closing Date and stating that at the Valuation Time:
(i) the assets held by the custodian will be transferred to the Series;
(ii) the 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;
(e) That the Fund's transfer agent shall deliver to the Trust at the
Closing a certificate setting forth the number of shares of each class
of the 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 of each class held of record by each such shareholder;
(f) That the Fund calls a Shareholder's Meeting to consider and act upon
this Agreement and to take all other action necessary to obtain approval of
the transactions contemplated hereby;
(g) That the Fund delivers to the Trust a certificate of an officer of
Advisor Series V, dated the Closing Date, that there has been no material
adverse change in the Fund's financial position since October 31, 1996,
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
(h) That all of the issued and outstanding shares of beneficial interest
of the 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 the Fund or its transfer agent by the Trust or its agents
shall have revealed otherwise, the Fund shall have taken all actions that
in the opinion of the Trust are necessary to remedy any prior failure on
the part of the Fund to have offered for sale and sold such shares in
conformity with such laws.
9. CONDITIONS TO OBLIGATIONS OF THE FUND
The obligations of the Fund hereunder shall be subject to the following
conditions:
(a) That the Trust shall have executed and delivered to the Fund an
Assumption of Liabilities, certified by an officer of the Trust, dated as
of the Closing Date pursuant to which Trust on behalf of the Series will
assume all of the liabilities of the Fund existing at the Valuation Time in
connection with the transactions contemplated by this Agreement;
(b) That the Trust furnishes to the Fund a statement, dated as of the
Closing Date, signed by an officer of the Trust, certifying that as
of the Valuation Time and the Closing Date all representations and
warranties of the Series made in this Agreement are true and correct in all
material respects, and the Trust 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 the Fund shall have received an opinion of Kirkpatrick & Lockhart
LLP, counsel to the Fund and the Trust, to the effect that the Trust Series
Shares are duly authorized and upon delivery to the Fund as provided in
this Agreement will be validly issued and will be fully paid and
nonassessable under Massachusetts law.
10. CONDITIONS TO OBLIGATIONS OF THE FUND AND THE TRUST
The obligations of the Fund and the Trust hereunder shall be subject to
the following conditions:
(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 the 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,
including "no action" positions of such federal or state authorities)
deemed necessary by the Trust or the 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 the Trust or the Fund, provided that either party hereto may
for itself waive any of such conditions;
(c) That all proceedings taken by either the Fund or the Series 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 the Trust shall have taken all necessary action so that the
Series shall be a series of a registered open-end investment company under
the 1940 Act immediately after the closing.
(e) That there shall not be any material litigation pending with respect
to the matters contemplated by this Agreement;
(f) That the Trust and the Fund shall have received an opinion of
Kirkpatrick & Lockhart LLP satisfactory to the Trust and the Fund that for
federal income tax purposes:
(i) The Reorganization will be a reorganization under Section
368(a)(1)(F) of the Code, and the Fund and the Series will each be parties
to the Reorganization under section 368(b) of the Code;
(ii) No gain or loss will be recognized by the Fund upon the transfer of
all of its assets to the Series in exchange solely for the Trust Series
Shares of the applicable classes and the assumption of the Fund's
liabilities followed by the distribution of the Trust Series Shares
to the shareholders of the corresponding classes of the Fund in liquidation
of the Fund;
(iii) No gain or loss will be recognized by the Series on the receipt of
the Fund's assets in exchange solely for the the Trust Series Shares and
the assumption of the Fund's liabilities;
(iv) The basis of the Fund's assets in the hands of the Series will be
the same as the basis of such assets in the Fund's hands immediately prior
to the Reorganization;
(v) The Series' holding period in the assets to be received from the Fund
will include the Fund's holding period in such assets;
(vi) A Fund Shareholder will recognize no gain or loss on the exchange of
his or her shares of beneficial interest in the Fund for the Trust Series
Shares in the Reorganization;
(vii) A Fund Shareholder's basis in the the Trust Series Shares to be
received by him or her will be the same as his or her basis in the Fund
Shares exchanged therefor;
(viii) A Fund Shareholder's holding period for his or her Trust Series
Shares will include the holding period of the Fund Shares exchanged,
provided that those Fund Shares were held as capital assets on the date of
the Reorganization.
Notwithstanding anything herein to the contrary, neither the Fund nor the
Trust may waive the conditions set forth in this subsection 10(f).
11. COVENANTS OF THE FUND AND THE TRUST
(a) The Fund covenants to operate its 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) The Fund covenants that the Trust Series Shares are not being acquired
for the purpose of making any distribution thereof, other than in
accordance with the terms of this Agreement.
(c) The Fund covenants that it will assist the Trust in obtaining such
information as the Trust reasonably requests concerning the beneficial
ownership of Fund Shares.
(d) The 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, the
Fund will not conduct any business except in connection with its
liquidation and termination.
12. TERMINATION; WAIVER
(a) The Trust and the Fund may terminate this Agreement by mutual
agreement. In addition, either the Trust or the 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.
(b) In the event of any such termination, there shall be no liability for
damages on the part of the Trust or the 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 the Series or the Fund;
provided, however, that following the shareholders' meeting called by the
Fund pursuant to Section 7 of this Agreement, no such amendment may have
the effect of changing the provisions for determining the number of the
Series Shares to be received by the 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
Copies of the Declarations of Trust of the Trust and Advisor Series V, as
restated and amended, are 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 the Trust and Advisor
Series V as trustees and not individually and that the obligations of the
Fund and the Series under this instrument are not binding upon any of such
Fund's or Trust's Trustees, officers, or shareholders individually but are
binding only upon the assets and property of such Fund or Series. The Fund
and the Trust each agrees that its obligations hereunder apply only to such
Fund and the Series, respectively, and not to its shareholders individually
or to the Trustees of such Fund or Series.
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 party. 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 its duly authorized officer.
FIDELITY ADVISOR SERIES V:
FIDELITY ADVISOR NATURAL RESOURCES FUND
[signature lines omitted]
FIDELITY ADVISOR SERIES VII:
FIDELITY ADVISOR NATURAL RESOURCES FUND
[signature lines omitted]
FMR hereby agrees, pursuant to its Management
Contract with the Advisor Series V in respect
of the Fund and with the Trust in respect of the Series,
to assume the expenses provided for in
accordance with paragraph 5(b) of this Agreement.
FIDELITY MANAGEMENT & RESEARCH COMPANY
[signature lines omitted]
EXHIBIT 1
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS (A)
<TABLE>
<CAPTION>
INVESTMENT FISCAL AVERAGE RATIO OF NET
OBJECTIVE AND FUND YEAR END (A) NET ASSETS ADVISORY FEES
(MILLIONS)(B) TO AVERAGE
NET ASSETS
PAID
TO FMR (C)
<S> <C> <C> <C> <C> <C>
GROWTH
Select Portfolios:
Air Transportation ((pound)) 2/29/96 $ 69.0 0.61%
American Gold 2/29/96 351.1 0.61
Automotive ((pound)) 2/29/96 59.4 0.61
Biotechnology ((pound)) 2/29/96 598.6 0.53*
Brokerage and
Investment
Management ((pound)) 2/29/96 33.4 0.37*
Chemicals ((pound)) 2/29/96 78.5 0.61
Computers ((pound)) 2/29/96 476.7 0.61
Construction and 2/29/96 42.3 0.61
Housing ((pound))
Consumer Industries ((pound)) 2/29/96 35.3 0.56*
Defense and Aerospace 2/29/96 21.4 0.50*
((pound))
Developing 2/29/96 332.1 0.61
Communications ((pound))
Electronics ((pound)) 2/29/96 917.2 0.61
Energy ((pound)) 2/29/96 112.9 0.61
Energy Service ((pound)) 2/29/96 160.3 0.61
Environmental 2/29/96 31.9 0.61
Services ((pound))
Financial Services ((pound)) 2/29/96 196.3 0.61
Food and Agriculture ((pound)) 2/29/96 209.8 0.61
Health Care ((pound)) 2/29/96 1,119.3 0.61
Home Finance ((pound)) 2/29/96 391.1 0.61
Industrial Equipment ((pound)) 2/29/96 101.9 0.61
Industrial Materials ((pound)) 2/29/96 127.1 0.61
Insurance ((pound)) 2/29/96 21.0 0.61
Leisure ((pound)) 2/29/96 79.4 0.61
Medical Delivery ((pound)) 2/29/96 197.1 0.61
Multimedia ((pound)) 2/29/96 95.8 0.61
Natural Gas ((pound)) 2/29/96 70.5 0.61
Paper and Forest 2/29/96 58.2 0.61
Products ((pound))
Precious Metals and 2/29/96 382.3 0.61
Minerals ((pound))
Regional Banks ((pound)) 2/29/96 229.9 0.61
Select Portfolios
(continued):
Retailing ((pound)) 2/29/96 $ 37.1 0.61%
Software and Computer 2/29/96 309.7 0.61
Services ((pound))
Technology ((pound)) 2/29/96 383.1 0.61
Telecommunications ((pound)) 2/29/96 442.6 0.61
Transportation ((pound)) 2/29/96 10.9 0.40*
Utilities Growth((pound)) 2/29/96 264.0 0.61
Magellan ((pound)) 3/31/96 50,517.5 0.73
Large Cap Stock ((pound)) 4/30/96** 63.9 0.62(dagger)
Mid Cap Stock ((pound)) 4/30/96 1,045.4 0.68
Small Cap Stock ((pound)) 4/30/96 497.9 0.58
Fidelity Fifty ((pound)) 6/30/96 161.3 0.62
Advisor Focus Funds:
Consumer: ((pound))
Class A 7/31/97** 0.5 0.60(dagger)
Class T 7/31/97** 2.2 0.60(dagger)
Institutional Class 7/31/97** 1.0 0.60(dagger)
Cyclical: ((pound))
Class A 7/31/97** 0.2 0.60(dagger)
Class T 7/31/97** 0.5 0.60(dagger)
Institutional Class 7/31/97** 5.1 0.60(dagger)
Financial Services: ((pound))
Class A 7/31/97** 1.2 0.60(dagger)
Class T 7/31/97** 7.7 0.60(dagger)
Instituitional Class 7/31/97** 0.9 0.60(dagger)
Health Care: ((pound))
Class A 7/31/97** 1.6 0.60(dagger)
Class T 7/31/97** 9.1 0.60(dagger)
Institutional Class 7/31/97** 0.9 0.60(dagger)
Technology: ((pound))
Class A 7/31/97** 1.8 0.60(dagger)
Class T 7/31/97** 9.7 0.60(dagger)
Institutional Class 7/31/97** 1.1 0.60(dagger)
Utilities Growth: ((pound))
Class A 7/31/97** 0.3 0.60(dagger)
Class T 7/31/97** 1.6 0.60(dagger)
Institutional Class 7/31/97** 1.5 0.60(dagger)
Blue Chip Growth ((pound)) 7/31/96 7,778.6 0.67
Low-Priced Stock ((pound)) 7/31/96 $ 3,539.3 0.77 %
OTC Portfolio ((pound)) 7/31/96 2,450.5 0.53
Export Fund ((pound)) 8/31/96 345.0 0.61
Advisor Korea Fund, Inc. 9/30/96 53.7 1.00
((oval))
Destiny I ((pound)) 9/30/96 4,319.1 0.62
Destiny II ((pound)) 9/30/96 2,293.1 0.73
Advisor Emerging Asia 10/31/96 131.8 1.02
Fund, Inc. ((oval))
Advisor Natural Resources:
((pound))
Class A 10/31/96** 0.9 0.72
Class T 10/31/96 441.6 0.72
Class B 10/31/96 16.6 0.72
Institutional Class 10/31/96 6.2 0.72
Advisor Growth
Opportunities: ((pound))
Class A 10/31/96** 4.2 0.61
Class T 10/31/96 12,224.7 0.61
Institutional Class 10/31/96 193.0 0.61
Advisor Overseas: ((sigma))
Class A 10/31/96** 0.3 0.68
Class T 10/31/96 913.4 0.68
Class B 10/31/96 12.0 0.68
Institutional Class 10/31/96 6.6 0.68
Canada ((sigma)) 10/31/96 145.6 0.45
Capital Appreciation ((pound)) 10/31/96 1,656.1 0.54
Disciplined Equity ((pound)) 10/31/96 2,168.3 0.54
Diversified 10/31/96 478.6 0.85
International ((sigma))
Emerging Markets ((sigma)) 10/31/96 1,329.4 0.76
Europe ((sigma)) 10/31/96 558.5 0.84
Europe Capital 10/31/96 167.9 0.80
Appreciation ((sigma))
France ((sigma)) 10/31/96** 5.5 0.75(dagger)
Germany ((sigma)) 10/31/96** 5.5 0.75(dagger)
Hong Kong and China ((rex-all)) 10/31/96** 58.8 0.75(dagger)
International Value ((rex-all)) 10/31/96 217.4 0.79
Japan ((rex-all)) 10/31/96 374.5 0.68
Japan Small Companies 10/31/96** 105.3 0.75(dagger)
((rex-all))
Latin America ((sigma)) 10/31/96 605.9 0.76
Nordic ((sigma)) 10/31/96** 9.6 0.75(dagger)
Overseas ((sigma)) 10/31/96 2,773.5 0.76
Pacific Basin ((rex-all)) 10/31/96 $ 605.8 0.75 %
Southeast Asia ((rex-all)) 10/31/96 848.8 0.65
Stock Selector ((pound)) 10/31/96 1,447.9 0.58
United Kingdom ((sigma)) 10/31/96** 2.1 0.75(dagger)
Value ((pound)) 10/31/96 6,357.2 0.65
Worldwide ((sigma)) 10/31/96 762.4 0.76
Advisor Equity Growth: ((pound))
Class A 11/30/96** 2.0 0.61
Class T 11/30/96 2,784.5 0.61
Class B ((hollow diamond)) 11/30/97** 1.9 0.61
Institutional Class 11/30/96 1,022.8 0.61
Advisor Large Cap: ((pound))
Class A 11/30/96** 0.3 0.60(dagger)
Class T 11/30/96** 12.6 0.60(dagger)
Class B 11/30/96** 3.7 0.60(dagger)
Institutional Class 11/30/96** 4.9 0.60(dagger)
Advisor Mid Cap: ((pound))
Class A 11/30/96** 0.7 0.60(dagger)
Class T 11/30/96** 116.9 0.60(dagger)
Class B 11/30/96** 17.5 0.60(dagger)
Institutional Class 11/30/96** 2.5 0.60(dagger)
Advisor TechnoQuant
Growth: ((pound))
Class A 11/30/97** 1.6 0.60(dagger)
Class T 11/30/97** 2.6 0.60(dagger)
Class B 11/30/97** 1.1 0.60(dagger)
Institutional Class 11/30/97** 0.8 0.60(dagger)
Emerging Growth ((pound)) 11/30/96 1,608.1 0.77
Growth Company ((pound)) 11/30/96 7,918.8 0.62
New Millennium ((pound)) 11/30/96 960.0 0.73
Retirement Growth ((pound)) 11/30/96 4,142.2 0.50
Advisor Strategic
Opportunities: ((pound))
Class A 12/31/96** 0.4 0.48
Class T 12/31/96 603.6 0.48
Class B 12/31/96 99.5 0.48
Institutional Class 12/31/96 32.0 0.48
Initial Class 12/31/96 21.7 0.48
Congress Street 12/31/96 86.2 0.45
Contrafund ((pound)) 12/31/96 $ 19,417.4 0.57 %
Exchange 12/31/96 246.2 0.54
Trend ((pound)) 12/31/96 1,293.3 0.42
</TABLE>
Variable Insurance
Products:
Growth ((pound)) 12/31/96 5,245.2 0.61
Overseas Portfolio ((sigma)) 12/31/96 1,544.2 0.76
Variable Insurance
Products II:
Contrafund ((pound)) 12/31/96 1,576.1 0.61
Variable Insurance
Products III:
Growth Opportunities ((pound)) 12/31/96 277.4 0.61
Overseas Fund ((sigma)) 12/31/96 33.3 0.70
(a) All fund data are as of the fiscal year end noted in the chart or as of
January 31, 1997 if fiscal year end figures are not yet available.
(b) Average net assets are computed on the basis of average net assets of
each fund at the close of business on each business day throughout its
fiscal period.
(c) Reflects reductions for any expense reimbursement paid by or due from
FMR pursuant to voluntary or state expense limitations. Funds so affected
are indicated by an (*).
(dagger) Annualized
** Less than a complete fiscal year
((rex-all)) Fidelity Management & Research Company has entered into
sub-advisory agreements with the following affiliates: Fidelity Management
& Research (U.K.) Inc. (FMR U.K.), Fidelity Management & Research (Far
East) Inc. (FMR Far East), Fidelity Investments Japan Ltd. (FIJ), Fidelity
International Investment Advisors (FIIA), and Fidelity International
Investment Advisors (U.K.) Limited (FIIAL U.K.), with respect to the fund.
((sigma)) Fidelity Management & Research Company has entered into
sub-advisory agreements with the following affiliates: FMR U.K., FMR Far
East, FIIA, and FIIAL U.K., with respect to the fund.
((pound)) Fidelity Management & Research Company has entered into
sub-advisory agreements with FMR U.K. and FMR Far East, with respect to the
fund.
((oval)) Fidelity Management & Research Company has entered into
sub-advisory agreements with FIIA and FIJ, with respect to the fund.
((hollow diamond)) The ratio of net advisory fees to average net assets
paid to FMR represents the amount as of the prior fiscal year end. Updated
ratios will be presented for each class of shares of the fund when the next
fiscal year end figures are available.
ANTRS-pxs-0497 CUSIP# 315916841/ FUND# 247
CUSIP# 315916858/ FUND# 656
CUSIP# 315916106/ FUND# 166
CUSIP# 315916866/ FUND# 686
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES V: FIDELITY ADVISOR NATURAL RESOURCES FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Gerald C. McDonough, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series V: Fidelity Advisor Natural Resources Fund which
the undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire St.,
Boston, MA 02109, on June 18, 1997 at 9:45 a.m. and at any adjournments
thereof. All powers may be exercised by a majority of said proxy holders
or substitutes voting or acting or, if only one votes and acts, then by
that one. This Proxy shall be voted on the proposals described in the
Proxy Statement as specified on the reverse side. Receipt of the Notice of
the Meeting and the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
PLEASE DETACH AT PERFORATION BEFORE MAILING.
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
- --------------------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
fund.
2. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
limitation concerning the concentration of its
investments in a single industry.
3. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
limitation concerning diversification and to change the
fund's classification to a non-diversified fund.
4. To approve an agreement and plan of reorganization of FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
the fund from a separate series of one Massachusetts
business trust to another.
</TABLE>
ANTRS-PXC-0497
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES V: FIDELITY ADVISOR NATURAL RESOURCES FUND - CLASS
A
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Gerald C. McDonough, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series V: Fidelity Advisor Natural Resources Fund - Class
A which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on June 18, 1997 at 9:45 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 315916841/fund# 247
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
PLEASE DETACH AT PERFORATION BEFORE MAILING.
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
- --------------------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
fund.
2. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
limitation concerning the concentration of its
investments in a single industry.
3. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
limitation concerning diversification and to change the
fund's classification to a non-diversified fund.
4. To approve an agreement and plan of reorganization of FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
the fund from a separate series of one Massachusetts
business trust to another.
</TABLE>
ANTRSA-PXC-0497 cusip # 315916841/fund# 247
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES V: FIDELITY ADVISOR NATURAL RESOURCES FUND - CLASS
T
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Gerald C. McDonough, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series V: Fidelity Advisor Natural Resources Fund - Class
T which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on June 18, 1997 at 9:45 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 315916106/fund# 166
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
PLEASE DETACH AT PERFORATION BEFORE MAILING.
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
- --------------------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
fund.
2. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
limitation concerning the concentration of its
investments in a single industry.
3. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
limitation concerning diversification and to change the
fund's classification to a non-diversified fund.
4. To approve an agreement and plan of reorganization of FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
the fund from a separate series of one Massachusetts
business trust to another.
</TABLE>
ANTRST-PXC-0497 cusip # 315916106/fund# 166
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES V: FIDELITY ADVISOR NATURAL RESOURCES FUND - CLASS
B
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Gerald C. McDonough, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series V: Fidelity Advisor Natural Resources Fund - Class
B which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on June 18, 1997 at 9:45 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of said
proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 315916858/fund# 656
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
PLEASE DETACH AT PERFORATION BEFORE MAILING.
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
- --------------------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
fund.
2. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
limitation concerning the concentration of its
investments in a single industry.
3. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
limitation concerning diversification and to change the
fund's classification to a non-diversified fund.
4. To approve an agreement and plan of reorganization of FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
the fund from a separate series of one Massachusetts
business trust to another.
</TABLE>
ANTRSB-PXC-0497 cusip # 315916858/fund# 656
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------
- --------------------
FIDELITY ADVISOR SERIES V: FIDELITY ADVISOR NATURAL RESOURCES FUND -
INSTITUTIONAL CLASS
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Gerald C. McDonough, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Series V: Fidelity Advisor Natural Resources Fund -
Institutional Class which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the fund to be held at the office of the
trust at 82 Devonshire St., Boston, MA 02109, on June 18, 1997 at 9:45 a.m.
and at any adjournments thereof. All powers may be exercised by a majority
of said proxy holders or substitutes voting or acting or, if only one votes
and acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt
of the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip # 315916866/fund# 686
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
PLEASE DETACH AT PERFORATION BEFORE MAILING.
PLEASE VOTE BY FILLING IN THE BOXES BELOW.
- --------------------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. To approve an amended management contract for the FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
fund.
2. To amend the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
limitation concerning the concentration of its
investments in a single industry.
3. To eliminate the fund's fundamental investment FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
limitation concerning diversification and to change the
fund's classification to a non-diversified fund.
4. To approve an agreement and plan of reorganization of FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
the fund from a separate series of one Massachusetts
trust to another.
</TABLE>
ANTRSI-PXC-0497 cusip # 315916866/fund# 686
IMPORTANT PROXY MATERIALS...
PLEASE CAST YOUR VOTE NOW!
Dear Fidelity Advisor Natural Resources Fund Shareholder:
On June 18, 1997, there will be a Special Meeting of Shareholders of
Fidelity Advisor Natural Resources Fund (Class A, Class B, Class T, and
Institutional Class).
THIS PACKAGE CONTAINS A SEPARATE VOTING CARD FOR EACH CLASS OF THE FUND YOU
OWN. IF THERE IS MORE THAN ONE CARD IN YOUR PACKAGE, IT IS IMPORTANT THAT
YOU VOTE EACH CARD.
The matters to be discussed are important, and directly affect your
investment. As a shareholder, you cast one vote for each share and
fractional votes for fractional shares that you own. YOU MAY THINK YOUR
VOTE IS INSIGNIFICANT, BUT EVERY VOTE IS EXTREMELY IMPORTANT. We must
continue sending requests to vote until a majority of the shares are voted
prior to the meeting. Additional mailings are expensive, and these costs
are charged directly to the fund.
The enclosed Proxy Statement details the proposals under consideration. A
list of the issues can be found beginning on the first page of the Proxy
Statement. In addition, we have attached a Q&A to assist you in
understanding the proposals that may require your vote. After you have read
the material, please cast your vote promptly by signing and returning the
enclosed proxy card(s). It is important that you sign your proxy card
exactly as your name appears in the registration of the proxy card. A
postage-paid envelope has been provided. Your time will be well spent, and
you will help save the cost of additional mailings.
These proposals have been carefully considered by the fund's Board of
Trustees, which is responsible for protecting your interests as a
shareholder. THE BOARD OF TRUSTEES BELIEVES THESE PROPOSALS ARE FAIR AND
REASONABLE, AND RECOMMENDS THAT YOU APPROVE THEM. If you have any questions
about any of the proposals, please do not hesitate to contact Fidelity
Client Services at 800-843-3001.
Remember, this is your opportunity to voice your opinion on matters
affecting your fund. YOUR PARTICIPATION IS EXTREMELY IMPORTANT NO MATTER
HOW MANY OR HOW FEW SHARES YOU OWN.
Thank you. We appreciate your prompt attention.
Sincerely,
/s/ Edward C. Johnson 3d
Edward C. Johnson 3d
Chairman and Chief Executive Officer
Q&A IMPORTANT INFORMATION TO
HELP YOU UNDERSTAND THE
PROPOSALS THAT YOU
ARE BEING ASKED TO VOTE ON.
PLEASE READ THE FULL TEXT OF THIS PROXY STATEMENT. BELOW IS A BRIEF
OVERVIEW OF THE MATTERS TO BE VOTED UPON. YOUR VOTE IS IMPORTANT. IF YOU
HAVE ANY QUESTIONS REGARDING THE PROPOSALS PLEASE CALL CLIENT SERVICES AT
800-843-3001. WE APPRECIATE YOU PLACING YOUR TRUST IN THE FIDELITY ADVISOR
FUNDS AND LOOK FORWARD TO HELPING YOU ACHIEVE YOUR FINANCIAL GOALS.
Q. WHY IS NATURAL RESOURCES FUND PROPOSING TO ADOPT AN AMENDED
MANAGEMENT CONTRACT?
A. The amended contract modifies the management fee that FMR receives by
providing for lower fees when FMR's assets under management exceed certain
levels (The Group Fee Rate) as well as lowering the fund's individual fund
fee rate. The amended contract will result in a management fee that is the
same as, or lower than, the fee payable under the Present Management
Contract. The Board of Trustees believes that the existing management fee
structure is fair and reasonable and that the proposed modifications to the
management fee are in the best interest of the fund's shareholders.
Q. WILL THE PROPOSAL TO CHANGE NATURAL RESOURCES' FUNDAMENTAL
INVESTMENT LIMITATION CONCERNING THE CONCENTRATION OF ITS
ASSETS IN A SINGLE INDUSTRY AFFECT THE FUND'S INVESTMENT
OBJECTIVE?
A. While not affecting the fund's investment objective, if the amended
limitation is adopted the fund's investment approach of focusing its
investments in the industries within the natural resources sector may
subject it to some increased risks and volatility. The amended limitation
would, however, provide the fund with additional investment flexibility
given its slightly narrower investment universe as a sector-oriented fund.
Q. WILL THE PROPOSAL TO ELIMINATE NATURAL RESOURCES' FUNDAMENTAL
INVESTMENT LIMITATION CONCERNING DIVERSIFICATION AND CHANGE
THE FUND'S CLASSIFICATION TO A NON-DIVERSIFIED FUND AFFECT THE
FUND'S INVESTMENT OBJECTIVE?
A. No. The Board of Trustees believes that these proposals are in the best
interest of the fund's shareholders, and will not affect the fund's overall
investment philosophy. The proposal will give the fund greater flexibility
by permitting it to acquire larger positions in the securities of
individual issuers.
Q. WHY IS NATURAL RESOURCES FUND REORGANIZING FROM ONE MASSACHUSETTS
BUSINESS TRUST TO ANOTHER?
A. The fund is presently organized as a series of Fidelity Advisor Series
V, a Massachusetts business trust, which has four series of shares or
funds. The Board of Trustees unanimously recommends reorganization of
Natural Resources Fund to a newly established separate series of Fidelity
Advisor Series VII. The proposed change will consolidate and streamline
production and mailing of shareholder reports and legal documents and have
no material effect on shareholders or management of the fund.
Q. HAS MY FUND'S BOARD OF TRUSTEES APPROVED THE PROPOSALS?
A. Yes. The Board of Trustees of the fund has unanimously approved all of
the proposals, and recommends that you vote to approve each one.
Q. HOW DO I VOTE MY SHARES?
A. You can vote your shares by completing and signing the enclosed proxy
card(s), and mailing them in the enclosed postage paid envelope. If you
need any assistance, or have any questions regarding the proposals or how
to vote your shares, please call Fidelity Client Services at 800-843-3001.
