SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
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FIDELITY ADVISOR EMERGING ASIA FUND, INC.
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
</TABLE>
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
IMPORTANT PROXY MATERIALS...
PLEASE CAST YOUR VOTE NOW!
Dear Fidelity Advisor Funds Shareholder:
In July, we will be holding an annual shareholders meeting for each of the
following Fidelity Advisor Funds:
(solid bullet) (solid bullet)Fidelity Advisor Emerging Asia Fund, Inc.
(solid bullet) Fidelity Advisor Korea Fund, Inc.
THIS PACKAGE CONTAINS A SEPARATE PROXY VOTING CARD FOR EACH 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 at each meeting are important, and directly
affect your investment. As a shareholder, you are entitled to cast one
vote for each full share, and a fractional vote for any fraction of a full
share, owned by you in each fund. 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 funds.
The enclosed Proxy Statement details the proposals under consideration. A
list of each issue can be found on the first page of the Proxy Statement.
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 shown on
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 funds' Board of
Directors, which is responsible for protecting your interests as a
shareholder. THE BOARD OF DIRECTORS 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
your investment professional immediately.
In the months ahead, you may receive mailings similar to this if you own
other Fidelity Advisor Funds. These will be separate proxies, and, like
this one, will require your prompt attention. Remember, this is your
opportunity to voice your opinion on matters affecting your funds. YOUR
PARTICIPATION IS EXTREMELY IMPORTANT NO MATTER HOW MANY OR HOW FEW SHARES
YOU OWN.
Thank you. We appreciate your prompt attention.
Sincerely,
J. Gary Burkhead
President
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-426-5523
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of FIDELITY ADVISOR EMERGING ASIA FUND, INC.:
NOTICE IS HEREBY GIVEN that an Annual Meeting of Shareholders (the
Meeting) of Fidelity Advisor Emerging Asia Fund, Inc. (the Fund) will be
held at the office of the Fund, 82 Devonshire Street, Boston, Massachusetts
02109 on Ju ly 16, 1997, at 9:00 a.m. The purpose of the Meeting is
to consider and act upon the following proposals, and to transact such
other business as may properly come before the Meeting or any adjournments
thereof.
1. To elect two Class III Directors to serve for a term expiring on the
date on which the annual meeting of shareholders is held in 2000, or until
their successors are duly elected and qualified.
2. To ratify the selection of Price Waterhouse LLP as independent
accountants of the Fund.
The Board of Directors has fixed the close of business on May 14, 1997 as
the record date for the determination of the shareholders of the Fund
entitled to notice of, and to vote at, such Meeting and any adjournments
thereof.
By order of the Board of Directors
ARTHUR S. LORING, Secretary
May 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 TO THE FUND, 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 you avoid the time and expense to the Fund 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
ANNUAL MEETING OF SHAREHOLDERS OF
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
TO BE HELD JULY 16, 1997
This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Directors of Fidelity
Advisor Emerging Asia Fund, Inc. (the Fund) to be used at the Annual
Meeting of Shareholders of the Fund and at any adjournments thereof (the
Meeting), to be held July 16, 1997, at 9:00 a.m., at 82 Devonshire Street,
Boston, Massachusetts 02109, the principal executive office of the Fund and
Fidelity Management & Research Company (FMR), the Fund's Investment
Manager. The purpose of the Meeting is set forth in the accompanying
Notice. The solicitation is made primarily by the mailing of this Proxy
Statement and the accompanying proxy card on or about May 21, 1997.
Supplementary solicitations may be made by mail, telephone, telegraph, or
by personal interview by representatives of the Fund. In addition, D. F.
King & Co., Inc. or any agent appointed by Boston EquiServe L. P. will
assist the Fund in soliciting proxies for the Meeting and will be paid a
fee of approximately $3,500 (or such other fee as determined necessary and
appropriate by the Fund) plus out-of-pocket expenses. The expenses in
connection with preparing this Proxy Statement and its enclosures and of
all solicitations will be paid by the Fund. The Fund will reimburse
brokerage firms and others for their reasonable expenses in forwarding
solicitation material to the beneficial owners of shares.
If the enclosed proxy card is executed and returned, it may nevertheless
be revoked at any time prior to its use by written notification received by
the Fund, 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
Directors 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. All proxies not
voted, including broker non-votes, will not be counted toward establishing
a quorum. 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.
If a quorum is not present at the Meeting, or if a quorum is present at
the Meeting but sufficient votes to approve one or more of the proposed
items are not received, or if other matters arise requiring shareholder
attention, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those
shares present at the Meeting or represented by proxy. When voting on a
proposed adjournment, the persons named as proxies will vote FOR the
proposed adjournment all shares that they are entitled to vote with respect
to each item, unless directed to vote AGAINST the item, in which case such
shares will be voted against the proposed adjournment with respect to that
item. A shareholder vote may be taken on one or more of the items in this
Proxy Statement prior to such adjournment if sufficient votes have been
received and it is otherwise appropriate.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED OCTOBER 31, 1996, TO ANY SHAREHOLDER REQUESTING SUCH
REPORT. BY JUNE 30, 1997, THE FUND WILL MAIL TO EACH SHAREHOLDER THE FUND'S
SEMI-ANNUAL REPORT FOR THE PERIOD ENDED APRIL 30, 1997. AFTER JUNE 30,
1997, THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE FUND'S
SEMI-ANNUAL REPORT TO ANY SHAREHOLDER REQUESTING SUCH REPORT. REQUESTS FOR
THE ANNUAL REPORT AND THE SEMI-ANNUAL REPORT SHOULD BE MADE BY WRITING TO
FIDELITY ADVISOR EMERGING ASIA FUND, INC., 82 DEVONSHIRE STREET, BOSTON, MA
02109, OR BY CALLING 1-800-522-7297.
Fidelity International Investments Advisors (FIIA), with main offices
located at Pembroke Hall, 42 Crow Lane, Pembroke, Bermuda, and an office
located at Citibank Tower, 16th Floor, Three Garden Road, Central, Hong
Kong, is the Fund's Investment Adviser. The Sub-Investment Adviser to the
Fund is Fidelity Investments Japan Limited (FIJ), with main offices located
at Shiroyama JT Mori Building, 4-3-1 Toranomon, Minato-ku, Tokyo 105,
Japan.
There were 7,602,384 shares of the Fund's common stock issued and
outstanding as of April 3 0 , 1997. Shareholders of record at the
close of business on May 14, 1997, will be entitled to vote at the
Meeting and will be entitled to one vote for each share held at the
close of business on that date (and such shareholders holding fractional
shares, if any, shall have proportionate voting rights), with no shares
having cumulative voting rights. To the knowledge of the Fund's management,
no person owned beneficially more than 5% of the Fund's outstanding shares
as of April 3 0 , 1997.
VOTE REQUIRED: A MAJORITY OF ALL VOTES CAST AT THE MEETING IS SUFFICIENT TO
APPROVE PROPOSAL 1 AND TO APPROVE PROPOSAL 2.
PROPOSAL # PROPOSAL DESCRIPTION
1. To elect two Class III Directors to serve for a term
expiring on the date on which the annual meeting of
shareholders is held in 2000, or until their successors
are duly elected and qualified.
2. To ratify the selection of Price Waterhouse LLP as
independent accountants of the Fund.
1. TO ELECT DIRECTORS.
Persons named in the accompanying form of proxy intend, in the absence of
contrary instructions, to vote all proxies for the election of the two
nominees listed below as Class III Directors of the Fund:
Helmert Frans van den Hoven
Edward H. Malone
to serve for terms expiring on the date of the annual meeting of
shareholders in 2000, or until their successors are duly elected and
qualified. If either such nominee should be unable to serve, an event that
is not now anticipated, the proxies will be voted for such person, if any,
as shall be designated by the Board of Directors to replace such nominee.
The nominees named below are currently Directors of the Fund, and have
served in that capacity continuously since originally elected. None of the
nominees are related to one another. Neither nominee i s an
"interested person" of the Fund, as defined by the Investment Company Act
of 1940.
In the election of Directors, if the two nominees receive a majority of
the votes cast at the Meeting , and providing a quorum is present,
they wi ll be elected.
Nominees (Age)+ Principal Occupation* Director
Since
Class III
<TABLE>
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Helmert Frans Former Member, Supervisory Board, 1994
van den Hoven Royal Dutch Petroleum Company;
K.B.E. former Chairman , Supervisory Board ,
(74) ABN/Amro Bank (1992-1994) ; Chairman,
Unilever N.V. (1975-1984); Vice
Chairman, Unilever PLC (1975-1984);
former Chairman/Member of supervisory
boards of various Dutch companies;
Member, Supervisory Board, Hunter
Douglass; Director of a number of other
funds in the Fidelity Group of
International Funds; Director of Fidelity
Advisor Korea Fund, Inc. (1994-present)
and of Fidelity Advisor World Funds
(1995-present).
Edward H. Former Trustee, Fidelity U.S.-registered 1997
Malone open-end investment companies
(72) (1988-1996); Trustee, Rensselaer
Polytechnic Institute (1982-1996) and
Prudential Savings Bank (1980-1987);
Director, Allegheny Power Systems,
GenRe Corp. and Mattel Corp.; M ember
of Advisory Board, Butler Capital Corp.
and Warburg Pincus Partnership Funds;
former Chairman, General Electric
Investment Co., and a Vice President,
General Electric Co. (1970-1986);
Director, Fidelity Advisor Korea Fund,
Inc. (1997 -present ) and of Fidelity
Advisor World Funds (1997-present) .
</TABLE>
_______________________
* Except as otherwise indicated, each individual has held the office shown
or other offices in the same company for the last five years.
+ Based on statements furnished to the Fund by the nominees, as of March
31, 1997, the nominees cumulatively and in the aggregate beneficially owned
less than 1% of the Fund.
If elected, each nominee will hold office in accordance with the Fund's
Bylaws and Articles of Incorporation, except that (a) any Director may
resign; and (b) any Director may be removed only with cause, provided,
however, such removal may be made only by the vote of three-fourths of the
shares of capital stock of the Fund outstanding and entitled to vote
thereupon, voting together, as a single class, at any Annual or Special
Meeting of Shareholders. In case a vacancy shall for any reason exist, the
remaining Directors will fill such vacancy by appointing another Director,
so long as, immediately after such appointment, at least two-thirds of the
Directors have been elected by shareholders. If, at any time, less than a
majority of the Directors holding office has been elected by the
shareholders, the Directors then in office will promptly call a
shareholders' meeting for the purpose of electing a Board of Directors.
The Fund's Board, which is currently composed of two interested and four
non-interested Directors, met four times during the twelve months ended
October 31, 1996. It is expected that the Directors will meet at least four
times a year at regularly scheduled meetings. Each Director attended at
least 75% of the aggregate number of Board meetings and meetings of
committees on which he served during the twelve months ended October 31,
1996.
The Fund's Audit Committee is composed entirely of Directors who are not
interested persons of the Fund or of FMR or its affiliates and normally
meets twice a year, or as required, prior to meetings of the Board of
Directors. Currently, Messrs . Edward H. Malone, Helmert Frans van
den Hoven, Bertram H. Witham, Jr. and David L. Yunich are members of the
Committee. T he Committee oversees and monitors the financial
reporting process, including recommending to the Board the independent
accountants to be selected for the Fund (see Proposal 2), reviewing
internal controls and the auditing function (both internal and external),
reviewing the qualifications of key personnel performing audit work, and
overseeing compliance procedures. During the twelve months ended October
31, 1996, the Committee held two meetings.
The Fund's Nominating Committee is composed entirely of Directors who are
not interested persons of the Fund or of FMR or its affiliates and meets as
required, prior to meetings of the Board of Directors, to select the
Independent Directors. Currently, Messrs. Edward H. Malone,
Helmert Frans van den Hoven, Bertram H. Witham, Jr. and David L. Yunich are
members of the Committee. The Committee is charged with the duties of
periodically reviewing the composition and compensation of the Board of
Directors, proposing additional non-interested Directors, and monitoring
the performance of legal counsel employed by the fund and the
non-interested Directors. There were no meetings during the fiscal year.
The Nominating Committee met on February 7, 1997, and recommended the
appointment of Mr. Edward H. Malone as a new Independent Director. The
Nominating Committee will consider nominees recommended by Shareholders.
Recommendations should be submitted to the Committee in care of the
Secretary of the Fund.
As a group, the non-interested Directors, in aggregate, received fees and
expenses of $3 9,135 from the Fund in their capacity as Directors for
the Fund's fiscal year ended October 31, 199 6.
Current Directors of the Fund
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Name (Age)+ Principal Occupation** Directo
r Since
*Edward C. Chairman, Chief Executive Officer and a 1994
Johnson 3d Director of FMR Corp.; Director and Chairman
(67) of the Board and of the Executive Committee
of FMR; Chairman and a Director of FMR
Texas, Inc., Fidelity Management & Research
(U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.; Director or Trustee
and President of all other Fidelity registered
management investment companies advised
by FMR; Chairman of Fidelity International
Limited; Chairman of all funds in the Fidelity
Group of International Funds and of Fidelity
Advisor World Funds (1995-present).
Bertram H. Former Trustee, Fidelity U.S.-registered 1994
Witham, Jr. open-end investment companies (1979-1993);
(78) Chairman and Director, Preferred Lodging
System; Director, Bill Glass Ministries; Trustee,
Fidelity North Carolina Capital Management
Fund; former Treasurer, IBM Co. (1973-1978);
Director of Fidelity Advisor Korea Fund, Inc.
(1994-present) and of Fidelity Advisor World
Funds (1995-present).
*J. Gary Vice Chairman, FMR Corp. (1997); President of 1994
Burkhead Fidelity Institutional Group (1997) ; President of
(56) FMR (1986-1997); President and a Director
of FMR Texas, Inc., Fidelity Management &
Research (U.K.) Inc., and Fidelity Management
& Research (Far East) Inc. (1986-1997);
Director or Trustee and Senior Vice President of
all other Fidelity registered management
investment companies managed by FMR;
Director, Fidelity Advisor World Funds
(1995-present).
David L. Former Trustee, Fidelity U.S.-registered 1994
Yunich open-end investment companies (1978-1990);
(79) f ormer consultant, W.R. Grace & Company
(1977-1995); former Director, New York Racing
Association (1977-1995); former Director,
Prudential Insurance Company of America
(1955-1991); Director, River Bank America
(1964-present); former Director, W.R. Grace &
Company (1977-1995); former Director, NYNEX
Corporation (1970-1990); Trustee, Saratoga
Performing Arts Center, Boy Scouts of America,
and Carnegie Hall; former President, Vice
Chairman and Director, R. H. Macy & Company
(1955-1978) ; Trustee, Fidelity Investments
Charitable Gift Fund (1992-present); Director of
Fidelity Advisor Korea Fund, Inc. (1994 -present )
and of Fidelity Advisor World Funds
(1995 -present ).
</TABLE>
Name (Age)+ Principal Occupation** Directo
r Since
Helmert Frans See Nominee table. 1994
van den Hoven
(74)
Edward H. See Nominee table. 1997
Malone
(72)
_______________________
* An " interested person " of the Fund, as defined by the
Investment Company Act of 1940.
** Except as otherwise indicated, each individual has held the office shown
or other offices in the same company for the last five years.
+ Based on statements furnished to the Fund by each Director, as of March
31, 1997, the Directors cumulatively and in the aggregate beneficially
owned less than 1% of the Fund.
The following table sets forth information describing the compensation of
each Director of the Fund for his services as a Director for the fiscal
year ending October 31, 1996.
Compensation Table
Name of Director Aggregate Total
Compensation Compensation
from the from the Fund
Fund* Complex**
Helmert Frans van den Hoven $ 12,000 $ 24,000
Bertram H. Witham, Jr. 12,000 55,350
David L. Yunich 12,000 24,000
Edward C. Johnson 3d *** 0 0
J. Gary Burkhead *** 0 0
_______________________
* Includes compensation paid to Directors by the Fund. The Fund's Directors
do not receive any pension or retirement benefits from the Fund as
compensation for their services as Directors of the Fund.
** Including the Fund, as of March 31, 1997, there were 234 investment
companies in the Fund Complex. Messrs. Johnson and Burkhead are both
Directors or Trustees of 233 of the investment companies in the Fund
Complex, other than the Fund. Messrs. van den Hoven, Malone and Yunich are
Directors of two investment companies in the Fund Complex, including the
Fund. Mr. Witham is a Director or Trustee of four investment companies in
the Fund Complex, including the Fund. (Mr. Malone became a Director after
the fiscal year ended October 31, 1996, and received no compensation for
that period.) Under a retirement program adopted in July 1988 and modified
in November 1995 and November 1996 by the open-end investment companies in
the Fund Complex (the "Open-End Funds"), Messrs. Witham and Yunich, upon
reaching age 72, became eligible to participate in a retirement program
under which they receive payments during their lifetime from a fund based
upon their basic trustees fees and length of service as trustee for the
Open-End Funds. During the year ended October 31, 1996, Messrs. Witham and
Yunich received $50,000 in payments under that retirement program. Mr.
Malone, upon retirement as a trustee for the Open-End Funds,
deferred his accrued retirement benefits for his service as a trustee
for the Open-End Funds under a deferred compensation plan. The
obligation of the Open-End Funds to make such payments is not secured or
funded.
*** Messrs. Johnson and Burkhead, who are "interested persons" of the Fund,
do not receive any compensation from the Fund or other investment companies
in the Fund Complex for their services as Directors or Trustees, and are
compensated by FMR.
Executive Officers of the Fund
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Name Position with Fund Principal Occupation and
( A ge) (beginning in) Other Affiliations*
Edward C. Director and See Current Directors of the Fund
Johnson President table.
3d (1994)
(67)
J. Gary Director and Senior See Current Directors of the Fund
Burkhead Vice President table.
(56) (1994)
William R. Vice President Chief Investment Officer, Fidelity
Ebsworth (1994) Investments (Hong Kong); Director,
(39) Fidelity Investments Management
(Hong Kong) Ltd.; Research
Director, Fidelity Investments
(Tokyo and Hong Kong)
(1990-1991); Fund Manager and
Analyst, Fidelity Investments
(Boston and Tokyo (1986-1990) ;
Vice President of Fidelity Advisor
Korea Fund, Inc.
Peter F. Vice President and Director, Fidelity Investments
Phillips Fund Manager Management (Hong Kong) Ltd.;
(37) (1994) Portfolio Manager, Fidelity
Investments Management (Hong
Kong) Ltd.; Portfolio Manager,
Fidelity Investments Management
(Sydney) Ltd. (1989); Assistant
Portfolio Manager/Research
Manager, Fidelity Investments
Management (Hong Kong) Ltd.
(1987-1988).
Arthur S. Secretary Senior Vice President and General
Loring (1994) Counsel of FMR; Vice President -
(49) Legal of FMR Corp.; Vice
President and Clerk of Fidelity
Distributors Corporation; Secretary
of all other registered management
investment companies managed by
FMR.
Kenneth Treasurer Treasurer of all other registered
A. (1995) management investment
Rathgeber companies managed by FMR and
(50) an employee of FMR (1995); Vice
President, Goldman Sachs & Co.
(1978-1995), including Vice
President of Proprietary
Accounting (1988-1992), Global
Co-Controller (1992-1994) and
Chief Operations Officer of
Goldman Sachs (Asia) LLC
(1994-1995).
Stuart E. Assistant Secretary An employee of FMR Corp.
Fross (1994)
(37)
John H. Assistant Treasurer Assistant Treasurer of all other
Costello (1994) registered management investment
(50) companies managed by FMR and
an employee of FMR.
Pradip Assistant Treasurer Vice President of FMR (1996);
Darooka (1996) Principal (1995-1996), Vice
(41) President (1993-1995), Morgan
Stanley Group, Inc.; Senior
Manager, Price Waterhouse LLP
(1990-1992).
</TABLE>
_______________________
* Except as otherwise indicated, each individual has held the office shown
or other offices in the same company for the last five years.
2. TO RATIFY THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS OF THE FUND.
By a unanimous vote of the Fund's Audit Committee, the firm of Price
Waterhouse LLP has been selected as independent accountants for the Fund to
sign or certify any financial statements of the Fund required by any law or
regulation to be certified by an independent accountant and filed with the
Securities and Exchange Commission or any state. Pursuant to the Investment
Company Act of 1940, such selection requires the ratification of
shareholders. Price Waterhouse LLP has advised the Fund that it has no
direct or material indirect ownership interest in the Fund.
The independent accountants examine annual financial statements for the
Fund and provide other audit and tax-related services. In recommending the
selection of the Fund's accountants, the Audit Committee reviewed the
nature and scope of the services to be provided (including non-audit
services) and whether the performance of such services would affect the
accountants' independence. Representatives of Price Waterhouse LLP are not
expected to be present at the Meeting, but have been given the opportunity
to make a statement if they so desire and will be available should any
matter arise requiring their presence.
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 judgement of
the persons therein designated.
SHAREHOLDER PROPOSALS
Shareholders wishing to submit proposals for inclusion in a proxy
statement for a subsequent shareholder meeting should send their written
proposals by January 21, 1998 to the Secretary, 82 Devonshire Street,
Boston, Massachusetts 02109.
By Order of the Board of Directors,
Arthur S. Loring, Secretary
FA E - pxs-0597 CUSIP #315 803106 /Fund #6 27
FIDELITY ADVISOR EMERGING ASIA FUND, INC., PROXY CARD
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 EMERGING ASIA FUND, INC.,
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, J. Gary Burkhead, and Arthur S. Loring, or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelity Advisor Emerging Asia Fund, Inc., 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
July 16, 1997, at 9:00 a.m., and at any adjournments thereof. All powers
may be exercised by a majority of said proxy holders or substitutes voting
or acting or, if only one votes and acts, then by that one. This Proxy
shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and
the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) and Title(s), if applicable
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
cusip #315803106/fund #627
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 DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the 2 nominees specified below as Directors: [ ] FOR all nominees [ ] 1.
Helmert Frans van den Hoven and Edward H. listed (except as WITHHOLD
Malone (INSTRUCTION: TO WITHHOLD AUTHORITY TO marked to the contrary authority to
VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE THE below). vote for all
NAME(S) OF THE NOMINEE(S) ON THE LINE BELOW.) nominees.
</TABLE>
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the Fund.
</TABLE>
FAE-pxs-0597 cusip #315803106/fund #627
