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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
-------------------------------------------
(Name of Registrant as Specified in Its Charter)
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:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by the
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY COPY
IMPORTANT PROXY MATERIALS
PLEASE CAST YOUR VOTE NOW!
Dear Stockholder:
I am writing to ask you for your vote on several important proposals,
including a proposal to reorganize Fidelity Advisor Emerging Asia Fund, Inc.
(Emerging Asia Fund) as an open-end fund. A stockholder meeting is scheduled for
November 18, 1998. Votes received in time to be counted at the meeting will
decide whether the proposed reorganization will take place. This package
contains information about the proposals and includes all the materials you will
need to vote by mail.
Emerging Asia Fund's Board of Directors has reviewed the proposed
reorganization and has recommended that the proposed transaction be presented to
stockholders.
The Directors, most of whom are not affiliated with Fidelity, are
responsible for protecting your interests as a stockholder. The Directors have
determined that the proposed reorganization is in the stockholders' best
interest. However, the final decision is up to you.
We have attached a summary of information in a question and answer format
to assist you in understanding the proposals. The enclosed proxy statement
includes a detailed description of each proposal, including the proposed
reorganization.
Please read the enclosed materials and promptly cast your vote on the proxy
card(s). You are entitled to one vote for each share (and fractional votes for
each fraction of a share) of Emerging Asia Fund that you owned as of the record
date, September 30, 1998. Your vote is extremely important, no matter how large
or small your holdings may be.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED. To cast
your vote, simply complete the proxy card(s) enclosed in this package. Be sure
to sign the card(s) before mailing it in the postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-526-0084. We will be glad to help you understand the proposals and get
your vote in quickly. Thank you for your participation in this important
initiative for your fund.
Sincerely,
[signature]
--------------------------------------
Edward C. Johnson 3d
Chairman and Chief Executive Officer
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IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS
Please read the full text of the enclosed proxy statement. Below is a brief
overview of the proposals to be voted upon. Your vote is important. If you have
any questions regarding the proposals, please call us at 1-800-526-0084. We
appreciate you placing your trust in Fidelity and look forward to helping you
achieve your financial goals.
WHAT PROPOSALS ARE STOCKHOLDERS BEING ASKED TO VOTE ON?
Stockholders of Emerging Asia Fund are being asked to vote on proposals (i)
to elect two Directors of Emerging Asia Fund, (ii) to ratify the selection of
independent accountants of Emerging Asia Fund, (iii) to convert Emerging Asia
Fund into an open-end fund by reorganizing (Reorganization) it as a new series
(New Fund) of Fidelity Advisor Series VIII (Trust), (iv) to make Emerging Asia
Fund's fundamental 65% "name test" investment policy non-fundamental, and (v) to
adopt a new fundamental investment policy which permits Emerging Asia Fund to
invest all of its assets in a mutual fund with substantially the same
fundamental investment objective and policies as Emerging Asia Fund. Each year,
stockholders are asked to approve the first two proposals. The third, fourth,
and fifth proposals are discussed further below. The implementation of Proposal
5 is contingent on the approval of Proposal 3.
WHY REORGANIZE EMERGING ASIA FUND AS AN OPEN-END FUND?
As a closed-end fund, Emerging Asia Fund's shares have traded at a
persistent discount to their net asset value, typically in the range of 10% to
18%. To address this problem, in each of the past two years Emerging Asia Fund's
Directors have authorized the fund to repurchase up to 10% of the Fund's
outstanding shares. Although these offers were fully subscribed, those
repurchases have not reduced Emerging Asia Fund's discount by any significant
amount or for any appreciable period of time. Converting Emerging Asia Fund into
an open-end fund will eliminate the discount and give shareholders the ability
to realize the value of their shares by redeeming them from the New Fund at net
asset value (subject to a redemption fee of 4% for the first six months
following the Reorganization, as described below).
HOW WILL THE REORGANIZATION BE ACCOMPLISHED?
The Reorganization will be accomplished by merging Emerging Asia Fund into
a newly created multi-class series of the Trust. Upon the Reorganization,
stockholders will receive Class A shares of the New Fund in exchange for their
shares of Emerging Asia Fund.
WHAT WILL BE THE NAME OF THE NEW FUND AFTER THE REORGANIZATION IS COMPLETE?
Fidelity Advisor Emerging Asia Fund.
WHEN WILL THE REORGANIZATION HAPPEN?
Emerging Asia Fund anticipates mailing proxy materials to stockholders of
record at the end of September 1998. The stockholder meeting is scheduled to
take place on November 18, 1998. If approved, it is anticipated that the
Reorganization will take place before June 30, 1999.
WILL THE INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS OF EMERGING ASIA FUND
CHANGE AS A RESULT OF THESE TRANSACTIONS?
The New Fund will have the same investment objective and, except as
described below, substantially the same investment policies as now exist for
Emerging Asia Fund. To conform Emerging Asia Fund's investment restrictions to
those typically associated with Fidelity open-end international equity funds one
of Emerging Asia Fund's fundamental investment restrictions relating to Emerging
Asia Fund's ability to borrow will be amended. The New Fund will also adopt new
non-fundamental investment policies, including a new limit reducing the New
Fund's ability to invest in illiquid securities. Other proposed changes relating
to Emerging Asia Fund's fundamental "name test" policy and ability to invest in
a pooled fund structure are discussed below.
WHO IS EMERGING ASIA FUND'S PORTFOLIO MANAGER?
Peter F. Phillips has managed Emerging Asia Fund since its inception in
1994 and will continue to manage the New Fund after the Reorganization.
Yosawadee Charnsethikul will continue to act as the fund's associate portfolio
manager.
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WHAT FEES WILL BE ASSOCIATED WITH THE NEW FUND?
Open-end funds are generally more expensive to operate and administer than
closed-end funds, and the expense ratio of the New Fund after the Reorganization
may be higher than Emerging Asia Fund's expense ratio. Expenses of operation as
an open-end fund that are not currently borne by Emerging Asia Fund include
higher transfer agency and custodian expenses. To offset these expenses, FMR has
proposed to reduce the management fee of the New Fund and has voluntarily agreed
to reimburse the New Fund to the extent that total operating expenses exceed
2.00% of the average net assets attributable to the Class A shares of the New
Fund for a period of not less than twelve months after the Reorganization. FMR
has also agreed to voluntarily reimburse the New Fund for certain transaction
costs incurred in connection with implementation of the Reorganization.
WHY WILL THERE BE A REDEMPTION FEE OF 4% ON CURRENT STOCKHOLDERS FOR THE FIRST
SIX MONTHS FOLLOWING THE REORGANIZATION?
After closed-end funds convert to open-end funds they typically experience
high levels of redemptions. The redemption fee is designed to protect long-term
investors by offsetting the transaction costs that will be incurred by the New
Fund if it experiences a large number of redemptions. The redemption fee will
apply only to shares of the New Fund acquired in exchange for shares of Emerging
Asia Fund and not to new purchases of shares of the New Fund. These fees will be
payable entirely to the New Fund and will not benefit FMR, the investment
manager, in any way.
HOW WILL THE NUMBER OF SHARES OF THE NEW FUND THAT CURRENT STOCKHOLDERS RECEIVE
BE DETERMINED?
As a result of the Reorganization, each stockholder of Emerging Asia Fund
will be credited with the number of full and fractional Class A shares of the
New Fund equal in value to the aggregate net asset value of the shares of
Emerging Asia Fund held by a stockholder on the date of the Reorganization.
WHY WILL CURRENT STOCKHOLDERS BE RECEIVING CLASS A SHARES OF THE NEW FUND IN
EXCHANGE FOR THEIR
SHARES OF EMERGING ASIA FUND?
Class A shares of the New Fund have the lowest overall expenses and the
lowest distribution fee of any class of shares of the New Fund available to
non-institutional investors.
WHY WILL A DISTRIBUTION FEE BE CHARGED ON CLASS A SHARES OF THE NEW FUND?
Class A shares of the New Fund will be subject to a distribution fee of up
to 0.25% of average net assets. This fee, which is typical for open-end funds
distributed through financial intermediaries, will be used to pay for marketing
efforts pursuant to the New Fund's Distribution and Service Plan. To the extent
these marketing efforts are successful in attracting new investments, they
should benefit existing shareholders by lowering the on-going expenses of the
New Fund. To the extent that the New Fund is successful in offsetting
redemptions with sales of new shares, FMR believes it will be able to manage the
New Fund more efficiently.
WILL EMERGING ASIA FUND CONTINUE TO CONDUCT ANNUAL TENDER OFFERS FOR ITS SHARES?
The proposed Reorganization will eliminate any need for an annual tender
offer because former Emerging Asia Fund stockholders will be able to redeem
their shares at net asset value after the Reorganization.
WHAT IS THE TAX IMPACT OF THE REORGANIZATION?
The Reorganization will be structured to qualify as a tax-free
reorganization for Federal income tax purposes.
HAS THE FUND'S BOARD APPROVED THE PROPOSAL?
Yes. The Board of Directors of Emerging Asia Fund has unanimously approved
the proposed Reorganization and recommends that you vote for the proposal. The
Board of Trustees of the Trust has also approved the Reorganization.
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WHAT HAPPENS IF THE REORGANIZATION PROPOSAL IS NOT APPROVED?
If the Reorganization proposal is not approved by stockholders, the Board
may consider other options, including continuing to operate the fund as a
closed-end fund or liquidating the fund. Also, Proposal 5 will not be
implemented.
WHY IS IT BEING PROPOSED TO CHANGE EMERGING ASIA FUND'S FUNDAMENTAL 65% "NAME
TEST" INVESTMENT POLICY TO A NON-FUNDAMENTAL INVESTMENT POLICY?
Currently, Emerging Asia Fund has a fundamental investment policy which
states that under normal market conditions, at least 65% of Emerging Asia Fund's
total assets will be invested in equity and debt securities of Asian emerging
market issuers. The SEC has proposed, but has not yet approved, a rule which may
require that this investment policy be changed in the near future. Since this
investment policy is fundamental, it is changeable only by vote of a majority of
the shares of Emerging Asia Fund. A non-fundamental policy may be changed by the
Board of Directors of Emerging Asia Fund without stockholder approval. Approval
of the proposal will give the Directors the flexibility to conform Emerging Asia
Fund's 65% "name test" policy to the requirements of the new SEC rule upon its
adoption without the costs and delays of a stockholder meeting. The Directors
anticipate that approval of this proposal will have no material effect on
Emerging Asia Fund or its investment operations.
WHY IS THE ADOPTION OF A POOLED FUND STRUCTURE FUNDAMENTAL INVESTMENT POLICY
WHICH PERMITS EMERGING ASIA FUND TO INVEST ALL OF ITS ASSETS IN A MUTUAL FUND
WITH SUBSTANTIALLY THE SAME FUNDAMENTAL INVESTMENT OBJECTIVE AND POLICIES AS
EMERGING ASIA FUND BEING PROPOSED?
Adoption of this fundamental investment policy is being proposed to conform
the investment restrictions of Emerging Asia Fund to those of other Fidelity
open-end international equity funds. Since the proposed investment restriction
permits Emerging Asia Fund to invest only in a management company managed by FMR
which has substantially the same fundamental investment objective, policies, and
limitations as Emerging Asia Fund, the Directors anticipate that approval of the
proposal will have no material effect on Emerging Asia Fund or its investment
operations. Also, Emerging Asia Fund will adopt a non-fundamental policy stating
that it does not currently intend to invest all of its assets in the securities
of such a company.
HOW MANY VOTES ARE STOCKHOLDERS ENTITLED TO CAST?
Each stockholder is entitled to one vote for each share (and fractional
votes for each fraction of a share) of Emerging Asia Fund owned as of the record
date, September 30, 1998.
WHAT HAPPENS IF THERE ARE NOT ENOUGH VOTES TO REACH QUORUM BY THE SCHEDULED
STOCKHOLDER MEETING DATE?
If necessary to facilitate receiving sufficient votes, Fidelity or D.F.
King & Co., Inc., a proxy solicitation firm, may contact stockholders by mail or
telephone. Therefore, stockholders are encouraged to vote as soon as they review
the enclosed proxy materials to avoid the costs associated with additional
mailings or telephone calls. If there are not sufficient votes to approve the
proposals by the time of the Stockholder Meeting on November 18, 1998, the
meeting may be adjourned to permit further solicitation of proxy votes.
HOW DO STOCKHOLDERS VOTE THEIR SHARES?
You can vote your shares by completing and signing the enclosed proxy card,
and mailing it in the enclosed postage paid envelope. If you need any
assistance, or have any questions regarding the proposals or how to vote your
shares, please call Fidelity at 1-800-526-0084.
HOW DO YOU SIGN THE PROXY CARD?
Individual Accounts:
Stockholders should sign exactly as their names appear on the
account registration shown on the card.
Joint Accounts: Either owner may sign, but the name of the person signing
should conform exactly to a name shown in the registration.
All Other Accounts:
The person signing must indicate his or her capacity. For
example, a trustee for a trust or other entity should sign,
"Ann B. Collins, Trustee."
Fidelity Investments Institutional Service Company, Inc. 82 Devonshire Street,
Boston, MA 02110.
Brokerage services provided by Fidelity Brokerage Services, Inc. Member NYSE,
SIPC.
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<PAGE> 6
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-526-0084
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
To the Stockholders of the Above Fund:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (Meeting) of
Fidelity Advisor Emerging Asia Fund, Inc. (Emerging Asia Fund) will be held at
the office of Emerging Asia Fund, 82 Devonshire Street, Boston, Massachusetts
02109, on November 18, 1998, at 1:00 p.m. Eastern time. The purpose of the
Meeting is to consider and act upon the following proposals, and to transact
such other business as may properly come before the Meeting or any adjournments
thereof:
(1) To elect two Class I Directors of Emerging Asia Fund to serve for
a term expiring on the date on which an annual meeting of stockholders is
held in 2000 or until their successors are duly elected and qualified.
(2) To ratify the selection of PricewaterhouseCoopers LLP as
independent accountants of Emerging Asia Fund.
(3) To approve the Reorganization of Emerging Asia Fund as an open-end
investment company pursuant to an Agreement and Plan of Reorganization
(Agreement) between Emerging Asia Fund and Fidelity Advisor Series VIII, a
Massachusetts business trust (Trust), providing for the transfer of all of
the assets of Emerging Asia Fund to a newly created series of the Trust
(New Fund) in exchange for Class A shares of beneficial interest of the New
Fund and the assumption by the New Fund of the liabilities of Emerging Asia
Fund and the distribution of Class A shares of the New Fund to stockholders
of Emerging Asia Fund upon the liquidation and dissolution of Emerging Asia
Fund, and, in connection therewith, to vote on and approve (i) the
amendment of a fundamental investment restriction of Emerging Asia Fund,
(ii) a new Investment Management Agreement between the Trust on behalf of
the New Fund and Fidelity Management & Research Company (FMR), (iii) new
Sub-Advisory Agreements among the Trust on behalf of the New Fund, FMR and
each of (a) Fidelity International Investment Advisors (FIIA), which in
turn shall enter into a Sub-Subadvisory Agreement with Fidelity
International Investment Advisors (U.K.) Limited (FIIA (U.K.)), (b)
Fidelity Investments Japan Limited (FIJ), (c) Fidelity Management &
Research (Far East) Inc. (FMR (Far East)) and (d) Fidelity Management &
Research (U.K.) Inc. (FMR (U.K.)), (iv) a Distribution and Service Plan
with respect to the Class A shares of the New Fund, and (v) the elimination
of the undertaking in Emerging Asia Fund's prospectus that Emerging Asia
Fund will conduct annual tender offers for its shares under the terms and
conditions set forth in such prospectus.
(4) To make Emerging Asia Fund's current fundamental 65% "name test"
investment policy non-fundamental.
(5) If Proposal 3 is approved, to adopt a new fundamental investment
policy permitting Emerging Asia Fund to invest all of its assets in another
open-end investment company managed by FMR or an affiliate with
substantially the same investment objective and policies as Emerging Asia
Fund.
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<PAGE> 7
The principal purpose of the Agreement is to reorganize Emerging Asia Fund
from a Maryland corporation to an open-end, multiple-class fund organized as a
newly created series of a Massachusetts business trust. As a result of such
Reorganization, each stockholder of Emerging Asia Fund will be credited with the
number of full and fractional Class A shares of the New Fund equal in value to
the aggregate net asset value of shares of Emerging Asia Fund held by such
stockholder on the date of the Reorganization. The net asset value of each fund
shall be determined according to each fund's valuation procedures. There are no
material differences between the way Emerging Asia Fund and the New Fund
determine their respective net asset values. The New Fund will operate as an
open-end fund with the same investment objective, and substantially the same
policies and restrictions (other than as amended as described in Proposals 3, 4
and 5 in this Proxy Statement) as currently exist for Emerging Asia Fund.
The Board of Directors has fixed the close of business on September 30,
1998, as the record date for the determination of the stockholders of Emerging
Asia Fund entitled to notice of, and to vote at, such Meeting and any
adjournments thereof.
By order of the Board of Directors,
ERIC D. ROITER,
Secretary
September 30, 1998
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YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY STOCKHOLDER
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:
<TABLE>
<CAPTION>
REGISTRATION
------------ VALID SIGNATURE
<S> <C> <C>
A (1) ABC Corp. John Smith, Treasurer
(2) ABC Corp. John Smith, Treasurer
c/o John Smith, Treasurer
B (1) ABC Corp. Profit Sharing 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
</TABLE>
7
<PAGE> 9
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Voting Information....................................................... 1
Synopsis................................................................. 2
Proposal 1: To Elect Directors.......................................... 4
Proposal 2: To Ratify the Selection of PricewaterhouseCoopers LLP as
Independent Accountants of Emerging Asia Fund............... 8
Proposal 3: To Approve the Reorganization............................... 9
Proposal 4: To Make Emerging Asia Fund's Fundamental 65% "Name Test"
Investment Policy
Non-Fundamental............................................. 22
Proposal 5: If Proposal 3 Is Approved, to Adopt a New Fundamental
Investment Policy Permitting Emerging Asia Fund to Invest
All of Its Assets in Another Open-End Investment Company
Managed by FMR or an Affiliate with Substantially the Same
Investment Objective and Policies as Emerging Asia Fund..... 22
Miscellaneous............................................................ 26
Exhibit 1. Form of Agreement and Plan of Reorganization
</TABLE>
<PAGE> 10
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS OF
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-526-0084
------------------------
TO BE HELD ON NOVEMBER 18, 1998
------------------------
VOTING INFORMATION
------------------------
This Proxy Statement (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. (Emerging Asia Fund) to be used at the
Annual Meeting of Stockholders of Emerging Asia Fund and at any adjournments
thereof (Meeting), to be held on November 18, 1998 at 1:00 p.m. at 82 Devonshire
Street, Boston, Massachusetts 02109, the principal executive office of Emerging
Asia 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 September 30, 1998. Supplementary
solicitations may be made by mail, telephone, facsimile, electronic means or by
personal interview by representatives of Emerging Asia Fund. In addition, D.F.
King & Co., Inc. 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 will be
paid by Emerging Asia 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
Emerging Asia 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. Only proxies that are voted will be counted toward establishing a quorum.
Broker non-votes are not considered voted for this purpose. Stockholders 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 stockholder attention, the
persons named as proxy agents may propose one or more adjournments of the
Meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares present at the
Meeting or represented by proxy. When voting on a proposed adjournment, the
persons named as proxy agents will vote FOR the proposed adjournment all shares
that they are entitled to vote with respect to each item, unless directed to
vote AGAINST the item, in which case such shares will be voted against the
proposed adjournment with respect to that item. A stockholder vote may be taken
on one or more of the items in this Proxy Statement or on any other business
properly presented at the meeting prior to such adjournment if sufficient votes
have been received and it is otherwise appropriate.
<PAGE> 11
EMERGING ASIA FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL
REPORT FOR THE FISCAL YEAR ENDED OCTOBER 31, 1997 AND ITS SEMI-ANNUAL REPORT FOR
THE PERIOD ENDED APRIL 30, 1998, TO ANY STOCKHOLDER REQUESTING EITHER REPORT.
REQUESTS FOR THE ANNUAL REPORT AND THE SEMI-ANNUAL REPORT SHOULD BE MADE IN
WRITING TO FIDELITY ADVISOR EMERGING ASIA FUND, INC., 82 DEVONSHIRE STREET,
BOSTON, MA 02109, OR BY CALLING 1-800-522-7297.
Fidelity Management & Research Company (FMR), with main offices located at
82 Devonshire Street, Boston, Massachusetts 02109, is Emerging Asia Fund's
Investment Manager. Fidelity International Investment 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
Emerging Asia Fund's Investment Adviser.
On July 31, 1998, there were 6,842,146 shares issued and outstanding for
Emerging Asia Fund. Stockholders of record of Emerging Asia Fund at the close of
business on September 30, 1998 will be entitled to vote at the Meeting with
respect to the proposals set forth in the accompanying notice. Each such
stockholder will be entitled to one vote for each share (and proportionate
fractional votes for each fraction of a share) held on that date.
As of July 31, 1998, the Directors and officers of Emerging Asia Fund
owned, in the aggregate, less than 1% of the Fund's total outstanding shares.
As of February 12, 1998, to the knowledge of Emerging Asia Fund, the
President & Fellows of Harvard was the beneficial owner of 481,209 shares of
Emerging Asia Fund, which at that time constituted 6.3% of the issued and
outstanding shares of Emerging Asia Fund. As of January 21, 1998, to the
knowledge of Emerging Asia Fund, Lowe, Brockenbrough & Tattersall Strategic
Advisors, Inc. was the beneficial owner of 822,612 shares of Emerging Asia Fund,
which at that time constituted 10.8% of the issued and outstanding shares of
Emerging Asia Fund.
To the knowledge of Emerging Asia Fund, no other stockholder owned
beneficially 5% or more of the outstanding shares of Emerging Asia Fund as of
July 31, 1998.
VOTES REQUIRED:
A MAJORITY OF ALL VOTES CAST AT THE MEETING IS SUFFICIENT TO APPROVE
PROPOSAL 1 AND TO APPROVE PROPOSAL 2. THE AFFIRMATIVE VOTE OF A MAJORITY OF THE
SHARES OF CAPITAL STOCK OF EMERGING ASIA FUND OUTSTANDING AND ENTITLED TO VOTE
THEREUPON IS NECESSARY TO APPROVE PROPOSAL 3 AND TO APPROVE PROPOSAL 4. IF
PROPOSAL 3 IS APPROVED, A MAJORITY OF ALL VOTES CAST AT THE MEETING IS NECESSARY
TO APPROVE PROPOSAL 5.
SYNOPSIS
Stockholders of Emerging Asia Fund will be asked at the upcoming Meeting
(i) to elect two Class I Directors of Emerging Asia Fund to serve for a term
expiring on the date on which the annual meeting of stockholders is held in
2000, or until their successors are duly elected and qualified, (ii) to ratify
the selection of PricewaterhouseCoopers LLP as independent accountants of
Emerging Asia Fund, (iii) to vote upon and approve the Reorganization, as
described below, (iv) to make Emerging Asia Fund's fundamental 65% "name test"
investment policy non-fundamental, and (v) to adopt a new fundamental investment
policy for Emerging Asia Fund permitting Emerging Asia Fund to invest all of its
assets in another open-end investment company managed by FMR or an affiliate
with substantially the same investment objective and policies as Emerging Asia
Fund. The implementation of Proposal 5 is contingent on the approval of Proposal
3.
THE PROPOSED REORGANIZATION
Stockholders of Emerging Asia Fund are being asked to approve the
Reorganization, the principal purpose of which is to convert Emerging Asia Fund
into an open-end fund. As a closed-end fund, Emerging Asia Fund's shares have
traded at a persistent discount to net asset value (NAV) typically in the range
of 10% to 18%. Converting Emerging Asia Fund into an open-end fund will
eliminate the discount and give shareholders of the New Fund the ability to
realize the value of their shares by redeeming them from the New Fund at NAV
(subject to a redemption fee of 4% for the first six months following the
Reorganization, as described in Proposal 3).
2
<PAGE> 12
The Reorganization will be accomplished pursuant to an Agreement and Plan
of Reorganization (Agreement), which provides for the reorganization of Emerging
Asia Fund as a newly created series (New Fund) of Fidelity Advisor Series VIII,
a Massachusetts business trust (Trust). The Agreement provides for the
acquisition by the New Fund of all of the assets of Emerging Asia Fund in
exchange for Class A shares of beneficial interest of the New Fund and the
assumption by the New Fund of the liabilities of Emerging Asia Fund. As provided
in the Agreement, Emerging Asia Fund will then distribute the Class A shares of
the New Fund to its stockholders in liquidation of Emerging Asia Fund on the
date on which the Reorganization occurs or such other date as the Board of
Directors of Emerging Asia Fund and the Board of Trustees of the Trust may
determine (Closing Date). Accordingly, as a result of the Reorganization,
Emerging Asia Fund will dissolve and the former stockholders of Emerging Asia
Fund will become Class A shareholders of the New Fund.
The New Fund will continue to have the same investment objective, and,
except as described below, substantially the same investment policies and
restrictions as currently apply to Emerging Asia Fund. As described in Proposal
3, in order to conform Emerging Asia Fund's investment restrictions to those
typically associated with Fidelity open-end international equity funds, one of
Emerging Asia Fund's fundamental investment restrictions relating to Emerging
Asia Fund's ability to borrow will be amended. The New Fund will also adopt new
non-fundamental investment policies, including a new limit reducing the New
Fund's ability to invest in illiquid securities. Moreover, as described in
Proposal 4, stockholders will also be asked to approve the adoption of a
proposal to make Emerging Asia Fund's fundamental 65% "name test" investment
policy non-fundamental. In addition, as described in Proposal 5, stockholders
will be asked to approve the adoption of a new fundamental investment policy
permitting Emerging Asia Fund to invest all of its assets in another open-end
investment company managed by FMR or an affiliate with substantially the same
investment objective and policies as Emerging Asia Fund.
In approving the Reorganization, stockholders of Emerging Asia Fund will
also be approving a new Management Agreement, new Sub-Advisory Agreements and a
new Distribution and Service Plan for the New Fund. Under the new Management
Agreement, FMR will continue to manage the New Fund, but will reduce its
management fee from 1.00% of Emerging Asia Fund's average daily net assets
(subject to a performance adjustment that can increase or decrease FMR's fee by
up to 0.25% of Emerging Asia Fund's monthly average net assets over the
performance period) to an effective rate of 0.74% of the New Fund's average
daily net assets (without any performance adjustment). FMR has also agreed to
voluntarily reimburse the New Fund to the extent that total operating expenses
exceed 2.00% of the average net assets attributable to the Class A shares of the
New Fund for a period of not less than twelve months after the Reorganization.
FMR will voluntarily cap the expense levels for the New Fund's other share
classes at comparable levels. FMR has also agreed to voluntarily reimburse the
New Fund for certain transactional costs incurred in connection with the
implementation of the Reorganization to the extent such costs exceed $150,000.
Each stockholder of Emerging Asia Fund will be credited with a number of
full and fractional Class A shares of the New Fund equal in value to the
aggregate net asset value of Emerging Asia Fund held by such stockholder on the
Closing Date. The net asset value of each fund shall be determined according to
each fund's valuation procedures. There are no material differences between the
way Emerging Asia Fund and the New Fund determine their respective net asset
values. Emerging Asia Fund stockholders will not pay any sales load in
connection with the exchange of Emerging Asia Fund shares for Class A shares of
the New Fund, but the Class A shares will be subject to a distribution fee
(12b-1 fee) calculated as a percentage of the New Fund's average assets
attributable to Class A shares at an annual rate of up to 0.25%. The
distribution fee applicable to the Class A shares will be lower than the
distribution fee applicable to any other share class of the New Fund available
to non-institutional investors.
The Emerging Asia Fund and the Trust have received an opinion of counsel
that the Reorganization will not result in any gain or loss for Federal income
tax purposes to Emerging Asia Fund, the New Fund, stockholders of Emerging Asia
Fund or shareholders of the New Fund.
If approved at the meeting, it is anticipated that the Reorganization will
occur prior to June 30, 1999.
3
<PAGE> 13
THE PROPOSALS
PROPOSAL 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 I Directors of Emerging Asia Fund:
Edward C. Johnson 3d
Bertram H. Witham, Jr.
to serve for terms expiring on the date of the annual meeting of stockholders 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. THESE NOMINEES ARE BEING NOMINATED
TO SERVE AS DIRECTORS OF EMERGING ASIA FUND UNTIL THE REORGANIZATION, OR, IF THE
REORGANIZATION DOES NOT OCCUR, UNTIL THE DATE ON WHICH AN ANNUAL MEETING OF
STOCKHOLDERS IS HELD IN 2000 OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND
QUALIFIED. THE TRUST IS GOVERNED BY A SEPARATE BOARD OF TRUSTEES. FOR A
DESCRIPTION OF THE TRUSTEES, PLEASE SEE "INFORMATION REGARDING THE TRUST."
The nominees named below are currently Directors of Emerging Asia Fund, and
have served in that capacity continuously since originally elected. The nominees
are not related to one another.
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 will be
elected.
<TABLE>
<CAPTION>
NOMINEES (AGE)+
CLASS I PRINCIPAL OCCUPATION** DIRECTOR SINCE
--------------- ---------------------- --------------
<S> <C> <C>
*Edward C. Johnson 3d (68)............. Chairman, Chief Executive Officer and a 1994
Director of FMR Corp.; Director and Chairman
of the Board and of the Executive Committee
of FMR; Chairman and a Director of Fidelity
Investments Money Management, Inc. (1998),
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. Witham, Jr. (79)............ Former Trustee, Fidelity U.S.-registered 1994
open-end investment companies (1979-1993);
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).
</TABLE>
- ---------------
* 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 the nominees, as of April 30,
1998, neither of the nominees beneficially owned any shares of the Fund.
4
<PAGE> 14
If elected, each nominee will hold office in accordance with Emerging Asia
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,
that such removal may be made only by the vote of three-fourths of the shares of
capital stock of Emerging Asia Fund outstanding and entitled to vote thereupon,
voting together, as a single class, at any Annual or Special Meeting of
Stockholders. In case a vacancy for any reason exists, 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 stockholders. If, at any time, less than a majority of the Directors holding
office has been elected by the stockholders, the Directors then in office will
promptly call a stockholders' meeting for the purpose of electing a Board of
Directors.
Emerging Asia Fund's Board, which is currently composed of two interested
and four non-interested Directors, met five times during the twelve months ended
October 31, 1997. 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, 1997.
Emerging Asia Fund's Audit Committee is composed entirely of Directors who
are not interested persons of Emerging Asia 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. The
Committee oversees and monitors the financial reporting process, including
recommending to the Board the independent accountants to be selected for
Emerging Asia 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, 1997, the Committee held two
meetings.
Emerging Asia Fund's Nominating Committee is composed entirely of Directors
who are not interested persons of Emerging Asia 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 Emerging Asia Fund and the non-interested Directors. The Nominating
Committee met once during the fiscal year ended October 31, 1997. The Nominating
Committee will consider nominees recommended by stockholders. Recommendations
should be submitted to the Committee in care of the Secretary of Emerging Asia
Fund.
As a group, the non-interested Directors, in the aggregate, received fees
and expenses, including compensation, of $67,685 from Emerging Asia Fund in
their capacity as Director for Emerging Asia Fund's fiscal year ended October
31, 1997.
CURRENT DIRECTORS OF THE FUND
<TABLE>
<CAPTION>
NAME (AGE)+ PRINCIPAL OCCUPATION** DIRECTOR SINCE
- ----------- ---------------------- --------------
<S> <C> <C>
Helmert Frans van den Hoven K.B.E. Former Member, Supervisory Board, 1994
(75)................................ Royal Dutch Petroleum Company; former
Chairman, Supervisory Board, ABN/Amro
Bank (1992-1994); former Chairman,
Unilever N.V. (1975-1984); former
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).
</TABLE>
5
<PAGE> 15
<TABLE>
<CAPTION>
NAME (AGE)+ PRINCIPAL OCCUPATION** DIRECTOR SINCE
- ----------- ---------------------- --------------
<S> <C> <C>
Edward H. Malone (73)................. Former Trustee, Fidelity 1997
U.S.-registered open-end investment
companies (1979-1996); former Trustee,
Rensselaer Polytechnic Institute
(1982-1996) and Prudential Savings
Bank (1980-1987); former Director,
Allegheny Energy (1985-1997), GenRe
Corp. (1984-1997), Mattel Corp.
(1984-1997) and Corporate Property
Investors (1985-1996); Member of
Advisory Board, Butler Capital Corp.
and Unilever "Progress" Pension Fund;
former Member of Advisory Board,
Warburg Pincus Partnership Funds
(1984-1997); former Chairman, General
Electric Investment Co., and Vice
President, General Electric Co. (1970-
1986); Director of Fidelity Advisor
Korea Fund, Inc. (1997-present) and of
Fidelity Advisor World Funds
(1997-present).
Robert C. Pozen (52).................. Chairman and Director of FMR (1997); 1997
President and Director of Fidelity
Investments Money Management, Inc.
(1998), Fidelity Management & Research
(U.K.) Inc. (1997), and Fidelity
Management & Research (Far East) Inc.
(1997). Former General Counsel,
Managing Director, and Senior Vice
President of FMR Corp. Trustee of
other funds advised by FMR; Director
of Fidelity Advisor Korea Fund, Inc.
(1997-present) and of Fidelity Advisor
World Funds (1997-present).
David L. Yunich (80).................. Former Trustee, Fidelity 1994
U.S.-registered open-end investment
companies (1978-1990); former
consultant, W.R. Grace & Company
(1977-1995); former Director, New York
Racing Association (1977-1995); former
Director, Prudential Insurance Company
of America (1955-1991); former
Director, River Bank America
(1964-1997); former Director, W.R.
Grace & Company (1977-1995); former
Director, NYNEX Corporation
(1970-1990); former 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).
* Edward C. Johnson 3d (68)........... See Nominee table. 1994
Bertram H. Witham, Jr. (79).......... See Nominee table. 1994
</TABLE>
- ---------------
* 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 April 30,
1997, the Directors cumulatively and in the aggregate beneficially owned less
than 1% of the Fund.
6
<PAGE> 16
The following table sets forth information describing the compensation of
each Director of Emerging Asia Fund for his services as a Director for the
fiscal year ended October 31, 1997.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION TOTAL COMPENSATION
NAME OF DIRECTOR FROM EMERGING ASIA FUND* FROM FUND COMPLEX**
- ---------------- ------------------------ -------------------
<S> <C> <C>
Helmert Frans van den Hoven............ $12,000 $25,000
Bertram H. Witham, Jr.................. 12,000 51,000
David L. Yunich........................ 12,000 25,000
Edward H. Malone....................... 7,333 25,000
Edward C. Johnson 3d***................ 0 0
Robert C. Pozen***..................... 0 0
</TABLE>
- ---------------
* 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.
** As defined in Item 22 of Schedule 14A of the Securities Exchange Act of
1934. Including the Fund, as of March 31, 1998, there were 232 investment
companies in the Fund Complex. Messrs. Johnson and Pozen are both Directors
or Trustees of 232 of the investment companies in the Fund Complex,
including 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. 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 (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, 1997, 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 Pozen, 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 EMERGING ASIA FUND
<TABLE>
<CAPTION>
POSITION WITH EMERGING PRINCIPAL OCCUPATION
ASIA FUND AND
NAME (AGE) (BEGINNING IN) OTHER AFFILIATIONS*
---------- ---------------------- --------------------
<S> <C> <C>
Edward C. Johnson 3d (68)......... Director and President (1994) See Current Directors of the Fund
table.
Robert C. Pozen (52).............. Director and Senior Vice President See Current Directors of the Fund
(1994) table.
Robert H. Auld (52)............... Senior Vice President (1998) An employee of FMR. Former
Director of Research, Money Market
Division, FMR Texas, Inc.; former
Senior Credit Officer, BT
Securities Corporation.
</TABLE>
7
<PAGE> 17
<TABLE>
<CAPTION>
POSITION WITH EMERGING PRINCIPAL OCCUPATION
ASIA FUND AND
NAME (AGE) (BEGINNING IN) OTHER AFFILIATIONS*
---------- ---------------------- --------------------
<S> <C> <C>
Richard A. Silver (51)............ Treasurer (1997) Treasurer of the Fidelity funds
and an employee of FMR (1997).
Former Executive Vice President,
Fund Accounting & Administration,
First Data Investor Services
Group, Inc. (1996-1997); former
Senior Vice President and Chief
Financial Officer, The Colonial
Group, Inc; former Chairman,
Accounting/Treasurer's Com-
mittee, Investment Company
Institute (1987-1993).
Eric D. Roiter (50)............... Secretary (1998) Vice President and General Counsel
of FMR (1998). Adjunct Member,
Faculty of Law, at Columbia
University Law School (1996-1997).
Former partner, Debevoise &
Plimpton (1981-1997); former
Assistant General Counsel, U.S.
Securities and Exchange Commission
(1979-1981).
Leonard M. Rush (52).............. Assistant Treasurer (1997) An employee of FMR (1994). Former
Chief Compliance Officer of FMR
Corp. (1993-1994); former Chief
Financial Officer of Fidelity
Brokerage Services, Inc.
(1990-1993).
Gregory Merz (39)................. Assistant Secretary (1998) An employee of FMR Corp.
(1994-present). Former associate,
Debevoise & Plimpton (1985-1993).
John H. Costello (52)............. Assistant Treasurer (1994) Assistant Treasurer of all other
registered management investment
companies managed by FMR and an
employee of FMR.
</TABLE>
- ---------------
* Except as otherwise indicated, each individual has held the office shown or
other offices in the same company for the last five years.
PROPOSAL 2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT
ACCOUNTANTS OF EMERGING ASIA FUND
By a unanimous vote of Emerging Asia Fund's Audit Committee, the firm of
PricewaterhouseCoopers LLP has been selected as independent accountants for
Emerging Asia Fund to sign or certify any financial statements of Emerging Asia
Fund required by any law or regulation to be certified by an independent
accountant and filed with the Securities and Exchange Commission (SEC) or any
state. Pursuant to the Investment Company Act of 1940, as amended (1940 Act),
such selection requires the ratification of stockholders. In addition, as
required by the 1940 Act, the vote of the Directors is subject to the right of
Emerging Asia Fund, by vote of a majority of its outstanding voting securities
at any meeting called for the purpose of voting on such action, to terminate
such employment without penalty. PricewaterhouseCoopers LLP has advised Emerging
Asia Fund that it has no direct or indirect ownership interest in Emerging Asia
Fund.
The independent accountants examine annual financial statements for
Emerging Asia Fund and provide other audit and tax-related services. In
recommending the selection of Emerging Asia 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
PricewaterhouseCoopers 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.
8
<PAGE> 18
PROPOSAL 3. TO APPROVE THE REORGANIZATION
Stockholders of Emerging Asia Fund are being asked to vote on and approve
the Reorganization, the principal purpose of which is to convert Emerging Asia
Fund into an open-end fund. As a closed-end fund, Emerging Asia Fund does not
continuously redeem outstanding shares or sell new shares. Instead, Emerging
Asia Fund's shares, which are listed on the New York Stock Exchange (NYSE),
trade on the secondary market. Since its inception in 1994, Emerging Asia Fund's
shares have traded at a persistent discount to net asset value (NAV), typically
in the range of 10% to 18%. Converting Emerging Asia Fund into an open-end fund
will eliminate the discount and give shareholders the ability to realize the
value of their shares by redeeming them from the New Fund at NAV (subject to a
redemption fee of 4% for the first six months following the Reorganization, as
described below).
The Reorganization will be accomplished pursuant to an Agreement and Plan
of Reorganization (Agreement) between Emerging Asia Fund and Fidelity Advisor
Series VIII, a Massachusetts business trust (Trust), which provides for the
reorganization of Emerging Asia Fund as a newly created series (New Fund) of the
Trust. Pursuant to the Agreement, the New Fund will acquire all of the assets of
Emerging Asia Fund in exchange for Class A shares of beneficial interest of the
New Fund and the assumption by the New Fund of the liabilities of Emerging Asia
Fund. As provided in the Agreement, Emerging Asia Fund will then distribute the
Class A shares of the New Fund to its stockholders. Each stockholder will be
credited with a number of full and fractional Class A shares of the New Fund
equal in value to the aggregate net asset value of the shares of Emerging Asia
Fund held by such stockholder on the date of the Reorganization. Accordingly, as
a result of the Reorganization, Emerging Asia Fund will dissolve and the former
stockholders of Emerging Asia Fund will become shareholders of the New Fund.
The New Fund will continue to operate as an open-end fund with the same
investment objective, and substantially the same investment policies and
restrictions as currently exist for Emerging Asia Fund (except as amended as
described in Proposals 3, 4 and 5 in this Proxy Statement). As a result of the
Reorganization, Emerging Asia Fund's shares will be delisted from the NYSE. In
connection with voting on the Reorganization, stockholders of Emerging Asia Fund
are also being asked to approve (i) the amendment of a fundamental investment
restriction of Emerging Asia Fund relating to Emerging Asia Fund's ability to
borrow, (ii) a new Investment Management Agreement between the Trust on behalf
of the New Fund and Fidelity Management & Research Company (FMR), (iii) new
Sub-Advisory Agreements among the Trust on behalf of the New Fund, FMR and each
of (a) Fidelity International Investment Advisors (FIIA), which in turn shall
enter into a Sub-Subadvisory Agreement with Fidelity International Investment
Advisors (U.K.) Limited (FIIA (U.K.)), (b) Fidelity Investments Japan Limited
(FIJ), (c) Fidelity Management & Research (Far East) Inc. (FMR (Far East)) and
(d) Fidelity Management & Research (U.K.) Inc. (FMR (U.K.)), (iv) a Distribution
and Service Plan with respect to the Class A shares of the New Fund and (v) the
elimination of the undertaking in Emerging Asia Fund's prospectus that Emerging
Asia Fund will conduct annual tender offers for its shares under the terms and
conditions set forth in such prospectus. If approved at the Meeting, it is
anticipated that the Reorganization will occur prior to June 30, 1999.
The Board of Directors of Emerging Asia Fund, including all of the
Directors who are not "interested persons" of Emerging Asia Fund within the
meaning of the 1940 Act (the Independent Directors), has unanimously approved
the Reorganization and has determined that the Reorganization is in the best
interest of Emerging Asia Fund and that the interests of the existing
stockholders of Emerging Asia Fund will not be diluted as a result of the
Reorganization. As part of the Reorganization, the Board has also approved the
issuance of Class A shares of the New Fund to existing stockholders of Emerging
Asia Fund.
A. REORGANIZATION AS A MASSACHUSETTS BUSINESS TRUST
Stockholders are being asked to approve an Agreement and Plan of
Reorganization (Agreement) pursuant to which Emerging Asia Fund would reorganize
from a Maryland corporation to an open-end, multiple-class fund organized as a
newly created series of Fidelity Advisor Series VIII (Trust). The Trust is an
open-end investment company organized as a Massachusetts business trust by a
Declaration of Trust dated September 23, 1983, as amended and restated on
October 1, 1986, supplemented on November 29, 1990, amended on July 15, 1993,
and supplemented on July 17, 1997. The Declaration of Trust authorizes the
issuance of shares in different series and authorizes the Board of Trustees,
without shareholder action, to establish and create additional series and to
designate the rights and preferences thereof. Currently, there are three series
of the Trust: Fidelity Advisor
9
<PAGE> 19
International Capital Appreciation Fund, Fidelity Advisor Overseas Fund, and
Fidelity Advisor Emerging Markets Income Fund. The Trustees of the Trust have
authorized the designation of the New Fund as an additional series of the Trust.
The interests of investors in the various series of the Trust will be separate
and distinct. All assets and liabilities of a particular series will be
allocated and belong to that series.
The New Fund will have five classes of shares with differing sales load and
distribution fee structures: Class A shares, Class B shares, Class C shares,
Class T shares and Institutional Class shares. The stockholders of Emerging Asia
Fund will receive Class A shares of the New Fund in the Reorganization in
exchange for their shares of Emerging Asia Fund. No sales load will be payable
on the Class A shares received in this exchange, but the shares will be subject
to a distribution fee (12b-1 fee) calculated as a percentage of the New Fund's
average net assets attributable to Class A shares at an annual rate of up to
0.25%. New purchases of Class A shares of the New Fund will be subject to a
maximum front-end sales load of 5.75% and will also be subject to a 12b-1 fee.
Shareholders of the New Fund will have the ability to purchase or otherwise
acquire additional Class A shares and shares of other classes of the New Fund
for which they are eligible at a price based on the NAV of the shares (subject
to each Class' maximum sales charge). The distribution fee applicable to the
Class A shares of the New Fund is lower than the distribution fee applicable to
the shares of other classes of the New Fund available to non-institutional
investors.
The Class A shares of the New Fund acquired in exchange of shares of
Emerging Asia Fund will be subject to a redemption fee of 4% the net asset value
of such shares, if such shares are redeemed out of the New Fund during the first
six months following the Reorganization. No redemption fee will be imposed on
new sales of the New Fund's shares. The proceeds of the redemption fee will be
retained by the New Fund. The Boards believe that the redemption fee represents
a reasonable approximation of the potential turnover and other costs to be
incurred by the New Fund in connection with the potentially large redemptions
that may occur after the Reorganization. The New Fund may also incur transaction
costs to the extent that the New Fund must sell securities to finance
redemptions, and the New Fund may realize taxable gains as a result of these
sales that must be distributed as taxable distributions to shareholders.
Although management will use all practicable measures to keep costs at a
minimum, certain transaction costs will be incurred, many of which will be
non-recurring, in connection with the Reorganization. FMR has agreed to
voluntarily reimburse the New Fund for certain transactional costs incurred in
connection with the implementation of the Reorganization to the extent such
costs exceed $150,000. Further, as is described in more detail below, FMR has
agreed to voluntarily reimburse the New Fund to the extent that total operating
expenses exceed 2% of the average net assets attributable to the Class A shares
of the New Fund for a period of not less than twelve months after the
Reorganization.
For a discussion of the differences between open-end and closed-end funds,
see "Comparison of Open-End and Closed-End Investment Companies."
INFORMATION REGARDING THE TRUST
As a result of the Reorganization, the Directors of Emerging Asia Fund will
be replaced by the Trustees of the Trust. The Trustees of the Trust are listed
below. Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. All persons named as
Trustees also serve in similar capacities for other funds advised by FMR. The
business address of each Trustee who is an "interested person" (as defined in
the Investment Company Act of 1940) is 82 Devonshire Street, Boston,
Massachusetts 02109, which is also the address of FMR. The business address of
all the other Trustees is Fidelity Investments, P.O. Box 9235, Boston,
Massachusetts 02205-9235. Those Trustees who are "interested persons" by virtue
of their affiliation with either the Trust or FMR are indicated by an asterisk
(*).
*EDWARD C. JOHNSON 3d (68), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of the
Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity
Investments Money Management, Inc. (1998), 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).
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<PAGE> 20
J. GARY BURKHEAD (56), Member of the Advisory Board (1997), is Vice
Chairman and a Member of the Board of Directors of FMR Corp. (1997) and
President of Fidelity Personal Investments and Brokerage Group (1997).
Previously, Mr. Burkhead served as President of Fidelity Management & Research
Company.
RALPH F. COX (65), Trustee, is President of RABAR Enterprises (management
consulting-engineering industry, 1994). Prior to February 1994, he was President
of Greenhill Petroleum Corporation (petroleum exploration and production). Until
March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific
Resources Company (exploration and production). He is a Director of USA Waste
Services, Inc. (non-hazardous waste, 1993), CH2M Hill Companies (engineering),
Rio Grande, Inc. (oil and gas production), and Daniel Industries (petroleum
measurement equipment manufacturer). In addition, he is a member of advisory
boards of Texas A&M University and the University of Texas at Austin.
PHYLLIS BURKE DAVIS (66), Trustee. Prior to her retirement in September
1991, Mrs. Davis was the Senior Vice President of Corporate Affairs of Avon
Products, Inc. She is currently a Director of BellSouth Corporation
(telecommunications), Eaton Corporation (manufacturing, 1991), and the TJX
Companies, Inc. (retail stores), and previously served as a Director of Hallmark
Cards, Inc. (1985-1991) and Nabisco Brands, Inc. In addition, she is a member of
the President's Advisory Council of The University of Vermont School of Business
Administration.
ROBERT M. GATES (54), Trustee (1997), is a consultant, author, and lecturer
(1993). Mr. Gates was Director of the Central Intelligence Agency (CIA) from
1991-1993. From 1989 to 1991, Mr. Gates served as Assistant to the President of
the United States and Deputy National Security Advisor. Mr. Gates is currently a
Trustee for the Forum For International Policy, a Board Member for the Virginia
Neurological Institute, and a Senior Advisor of the Harvard Journal of World
Affairs. In addition, Mr. Gates also serves as a member of the corporate board
for LucasVarity PLC (automotive components and diesel engines), Charles Stark
Draper Laboratory (non-profit), NACCO Industries, Inc. (mining and
manufacturing), and TRW Inc. (original equipment and replacement products).
E. BRADLEY JONES (70), Trustee. Prior to his retirement in 1984, Mr. Jones
was Chairman and Chief Executive Officer of LTV Steel Company. He is a Director
of TRW Inc. (original equipment and replacement products), Consolidated Rail
Corporation, Birmingham Steel Corporation, and RPM, Inc. (manufacturer of
chemical products), and he previously served as a Director of NACCO Industries,
Inc. (mining and manufacturing, 1985-1995), Hyster-Yale Materials Handling, Inc.
(1985-1995), and Cleveland-Cliffs Inc. (mining), and as a Trustee of First Union
Real Estate Investments. In addition, he serves as a Trustee of the Cleveland
Clinic Foundation, where he has also been a member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK (65), Trustee, is Executive-in-Residence (1995) at Columbia
University Graduate School of Business and a financial consultant. From 1987 to
January 1995, Mr. Kirk was a Professor at Columbia University Graduate School of
Business. Prior to 1987, he was Chairman of the Financial Accounting Standards
Board. Mr. Kirk is a Director of General Re Corporation (reinsurance), and he
previously served as a Director of Valuation Research Corp. (appraisals and
valuations, 1993-1995). In addition, he serves as Chairman of the Board of
Directors of the National Arts Stabilization Fund, Chairman of the Board of
Trustees of the Greenwich Hospital Association, a Member of the Public Oversight
Board of the American Institute of Certified Public Accountants' SEC Practice
Section (1995), and as a Public Governor of the National Association of
Securities Dealers, Inc. (1996).
*PETER S. LYNCH (54), Trustee, is Vice Chairman and Director of FMR. Prior
to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a
position he held until March 31, 1991); Vice President of Fidelity Magellan Fund
and FMR Growth Group Leader; and Managing Director of FMR Corp. Mr. Lynch was
also Vice President of Fidelity Investments Corporate Services (1991-1992). In
addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear
Infirmary, Historic Deerfield (1989) and Society for Preservation of New England
Antiquities, and as an Overseer of the Museum of Fine Arts of Boston.
WILLIAM O. MCCOY (64), Trustee (1997), is the Vice President of Finance for
the University of North Carolina (16-school system, 1995). Prior to his
retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of
BellSouth Corporation (telecommunications, 1984) and President of BellSouth
Enterprises (1986). He is currently a Director of Liberty Corporation (holding
company, 1984), Weeks Corporation of Atlanta (real estate, 1994), Carolina Power
and Light Company (electric utility, 1996), and the Kenan Transport Co. (1996).
Previously, he was a Director of First American Corporation (bank holding
company, 1979-1996). In addition, Mr. McCoy serves as a
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<PAGE> 21
member of the Board of Visitors for the University of North Carolina at Chapel
Hill (1994) and for the Kenan-Flager Business School (University of North
Carolina at Chapel Hill, 1988).
GERALD C. MCDONOUGH (68), Trustee and Chairman of the non-interested
Trustees, is Chairman of G.M. Management Group (strategic advisory services).
Mr. McDonough is a Director of York International Corp. (air conditioning and
refrigeration), Commercial Intertech Corp. (hydraulic systems, building systems,
and metal products, 1992), CUNO, Inc. (liquid and gas filtration products,
1996), and Associated Estates Realty Corporation (a real estate investment
trust, 1993). Mr. McDonough served as a Director of ACME-Cleveland Corp. (metal
working, telecommunications, and electronic products) from 1987-1996 and
Brush-Wellman Inc. (metal refining) from 1983-1997.
MARVIN L. MANN (64), Trustee (1993), is Chairman of the Board, President,
and Chief Executive Officer of Lexmark International, Inc. (office machines,
1991). Prior to 1991, he held the positions of Vice President of International
Business Machines Corporation (IBM) and President and General Manager of various
IBM divisions and subsidiaries. Mr. Mann is a Director of M.A. Hanna Company
(chemicals, 1993), Imation Corp. (imaging and information storage, 1997) and
Infomart (marketing services, 1991), a Trammell Crow Co. In addition, he serves
as the Campaign Vice Chairman of the Tri-State United Way (1993) and is a member
of the University of Alabama President's Cabinet.
*ROBERT C. POZEN (52), Trustee (1997) and Senior Vice President, is
Chairman and a Director of FMR (1997); President and a Director of Fidelity
Investments Money Management, Inc., (1998), Fidelity Management & Research
(U.K.) Inc. (1997), and Fidelity Management & Research (Far East) Inc. (1997);
and Trustee of other funds advised by FMR; Director of Fidelity Advisor Korea
Fund, Inc. (1997-present) and of Fidelity Advisor World Funds (1997-present).
Previously, Mr. Pozen served as General Counsel, Managing Director, and Senior
Vice President of FMR Corp.
THOMAS R. WILLIAMS (69), Trustee, is President of The Wales Group, Inc.
(management and financial advisory services). Prior to retiring in 1987, Mr.
Williams served as Chairman of the Board of First Wachovia Corporation (bank
holding company), and Chairman and Chief Executive Officer of The First National
Bank of Atlanta and First Atlanta Corporation (bank holding company). He is
currently a Director of ConAgra, Inc. (agricultural products), Georgia Power
Company (electric utility), National Life Insurance Company of Vermont, American
Software, Inc., and AppleSouth, Inc. (restaurants, 1992).
REASONS FOR THE REORGANIZATION
Since its inception on March 18, 1994, Emerging Asia Fund's shares have
typically traded at a discount from net asset value (NAV). Converting Emerging
Asia Fund into an open-end fund would address this problem by giving
stockholders the opportunity to redeem their shares from Emerging Asia Fund at
NAV, subject to the redemption fees described above.
At the time Emerging Asia Fund was organized, the Fund's Board of Directors
determined that it would be in the best interests of stockholders to take action
to attempt to reduce or eliminate any market value discount from NAV that may
develop in the secondary market. To this end, the Board of Directors authorized
Emerging Asia Fund to conduct a repurchase offer and a tender offer for up to
10% of Emerging Asia Fund's outstanding shares during the first calendar
quarters of 1997 and 1998, respectively. Although each of these offers was fully
subscribed, they did not succeed in reducing Emerging Asia Fund's discount by
any significant amount or for any appreciable period of time.
The Board of Directors therefore considered various other methods of
reducing Emerging Asia Fund's discount, including adoption of a discretionary or
interval redemption policy, and a program of conducting regular repurchases of
Emerging Asia Fund's shares on the open market. The Board concluded that these
methods would result in a depletion of Emerging Asia Fund's assets over time,
and that it was uncertain as to how effective any of these programs would be in
reducing Emerging Asia Fund's discount. The Board therefore determined to submit
the proposed Reorganization to Emerging Asia Fund's stockholders for their
approval.
After consideration of a number of factors, the Board of Directors of
Emerging Asia Fund (the Board) determined at a meeting of the Board held on July
15, 1998 that participation in the Reorganization would be in the
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<PAGE> 22
best interests of Emerging Asia Fund and that the interests of existing
stockholders would not be diluted as a result of effecting the Reorganization.
The Board considered a number of factors, including the following:
In reaching this determination, the Board considered that the New Fund
would be organized as a series of the Trust and would offer five share
classes -- Class A, Class T, Class B, Class C and Institutional Class. The Board
was advised that the load and distribution structure for each share class would
be the same as for other Fidelity open-end international equity funds. The Board
also considered that fact that existing stockholders of Emerging Asia Fund would
become holders of Class A shares in the New Fund. The Board was advised that no
load would be charged on these shares in the Reorganization, but that they would
become subject to the 0.25% 12b-1 fee (as defined herein) applicable to Class A
shares of all Fidelity Advisor funds. In addition, the Board was advised that
new purchases of shares would be subject to the standard sales loads and fees
associated with the five Fidelity Advisor Fund share classes.
The Board also considered that, although the 12b-1 fees would represent a
new charge to the former Emerging Asia Fund stockholders, FMR is proposing a
substantial reduction in management fees, as discussed below. The Board
determined that there was a reasonable likelihood that the proposed fee
structure would benefit the New Fund and existing Emerging Asia Fund
shareholders by encouraging asset retention and growth. It was noted that the
0.25% 12b-1 fee applicable to Class A shares was the lowest 12b-1 fee available
to non-institutional investors in the Advisor Funds. It was also noted that the
12b-1 fee was, to a significant extent, offset by the proposed reduction in
FMR's management fee.
The Board also considered that the New Fund would have the same investment
objective, and except as described below, substantially the same investment
policies and restrictions. The Board was advised that Peter F. Phillips and
Yosawadee Charnsethikul would continue to be the New Fund's portfolio manager
and associate portfolio manager, respectively. The Board considered that, as
part of the Reorganization, stockholders would be asked to approve a change to
Emerging Asia Fund's fundamental borrowing policy to reflect the fact that it
will no longer need to borrow to finance tender offers or share repurchases. The
Board also considered that fact that stockholders would be asked to approve a
new fundamental policy permitting the New Fund to invest all of its assets in a
pooled fund structure managed by FMR. The Board also considered that
shareholders will be asked to approve a proposal to make the New Fund's
fundamental "name test" policy non-fundamental. The Board also considered that
the New Fund will adopt non-fundamental investment restrictions to conform to
the standard non-fundamental investment restrictions used by Fidelity open-end
international equity funds. In particular, the Board was advised that the
percentage of illiquid securities that the New Fund may hold would be reduced
from 35% to 15%.
The Board also considered the fact that the New Fund will impose a 4%
redemption fee on existing Emerging Asia Fund stockholders who redeem their
shares within six months after Reorganization. The Board was advised that the
redemption fee would be payable to the New Fund and benefit the non-redeeming
shareholders. The Board was further advised that the fee is intended to
compensate the New Fund for transaction costs resulting from the potentially
large redemptions that the New Fund may experience upon conversion to an
open-end fund. In addition, the Board considered the fact that no redemption or
short-term trading fees would be imposed on new sales of the New Fund's shares.
The Board also considered the fact that Emerging Asia Fund currently pays a
management fee equal to an annual rate of 1.00% of the Fund's average daily net
assets, subject to a performance adjustment of plus or minus 0.25% of Emerging
Asia Fund's monthly average net assets over a three year performance period. The
Board was advised that, as of May 31, 1998, the performance adjustment was
positive 0.25%, based on three-year average assets. The Board considered FMR's
proposal to reduce the New Fund's management fee to the standard rate for
Fidelity open-end international equity funds which is currently equivalent to a
management fee of 0.74% of the New Fund's average daily net assets. The Board
was advised that this fee would not be subject to a performance adjustment.
The Board was advised by FMR that it anticipates that Class A shares of the
New Fund will have higher gross expenses than Emerging Asia Fund, as a result of
the potential decrease in the Fund's assets and the increased registration fees,
distribution expenses, custody and transfer agency expenses associated with
operating an open-end fund. The Board noted that this increase in gross expenses
would be partly offset by the reduction in the management fee. The Board
considered the fact that FMR proposed to voluntarily reimburse the expenses of
Class A
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<PAGE> 23
shares in excess of 2.00% for a period of not less than twelve months following
the Reorganization. The Board was advised that for the six months ended April
30, 1998, Emerging Asia Fund's annualized expense ratio was 2.23% of average net
assets. The Board was also advised that FMR anticipates that Class B, Class C,
Class T and Institutional Class would have expense caps of 2.75%, 2.75%, 2.25%
and 1.75% respectively, reflecting the different 12b-1 fees for each class.
The Board also considered the fact that, in connection with the
Reorganization, stockholders will be asked to approve standard contractual
arrangements for a Fidelity Advisor Fund. The Board also considered the
Agreement and Plan or Reorganization, which provides for the transfer of the
assets of Emerging Asia Fund to the New Fund and the assumption by the New Fund
of Emerging Asia Fund's liabilities, all in exchange for Class A shares of the
New Fund. The Board was advised that the New Fund shares issued to Emerging Asia
Fund will have an aggregate value equal to the net value of the assets and
liabilities transferred to the New Fund, and that following the transfer, each
stockholder of Emerging Asia Fund will receive Class A shares of the New Fund in
exchange for their shares of Emerging Asia Fund equal in value to the shares
owned of Emerging Asia Fund.
The Board also considered the fact that FMR would obtain an opinion of
counsel that the conversion will qualify as a tax-free reorganization for
federal income tax purposes.
Finally, the Board considered the fact that the Fidelity Advisor Fund
product line currently has only two international equity funds. The Board was
advised that Emerging Asia Fund has had relatively strong performance, and that,
while it is probable that the New Fund's assets will decrease significantly
immediately following Reorganization, FMR believes that Emerging Asia Fund's
performance record will position it strategically to benefit from a turnaround
in the Asian markets.
The Board also considered that, upon the Reorganization, the New Fund will
be governed by a Board of Trustees which is separate and distinct from the Board
of Directors which currently governs Emerging Asia Fund.
The Reorganization was approved by the Trustees of the Trust at a meeting
of the Board of Trustees held on July 16, 1998.
B. AMENDMENTS TO INVESTMENT RESTRICTIONS
In connection with the Reorganization, stockholders are being asked to
approve an amendment to one of Emerging Asia Fund's fundamental investment
restrictions. Emerging Asia Fund has certain investment restrictions that are
fundamental and are therefore changeable only by the vote of a majority (as
defined in the 1940 Act) of the outstanding voting securities of the Fund. It is
being proposed that one such fundamental investment restriction be revised, as
discussed below. The other fundamental investment restrictions currently
applicable to Emerging Asia Fund will remain unchanged.
Currently, the fundamental investment restriction of Emerging Asia Fund
with regards to borrowing states that the Fund may not: "(3) borrow money,
except that the Fund may borrow money for temporary or emergency purposes or to
finance tender offers and/or share repurchases in an amount not exceeding
33 1/3% of its total assets (including the amount borrowed) less liabilities
(other than borrowings); any borrowings that come to exceed this amount will be
reduced promptly in accordance with reasonable investment practice to the extent
necessary to comply with the 33 1/3% limitation."
In connection with the Reorganization, the Board has approved, and
recommends that the stockholders of Emerging Asia Fund approve, a change in this
fundamental investment restriction so that it states that the Fund may not: "(3)
borrow money, except that the Fund may borrow money for temporary or emergency
purposes (not for leveraging or investment) in an amount not exceeding 33 1/3%
of its total assets (including the amount borrowed) less liabilities (other than
borrowings). Any borrowings that come to exceed this amount will be reduced
within three days (not including Sundays and holidays) to the extent necessary
to comply with the 33 1/3% limitation." The Board of Directors recommends that
stockholders of Emerging Asia Fund approve this change to this fundamental
investment restriction because, (i) as an open-end fund, Emerging Asia Fund will
not be making tender offers and (ii) the amended investment restriction will
conform with the investment restriction applicable to borrowings by other
open-end funds managed by FMR.
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<PAGE> 24
If the Reorganization is approved, Emerging Asia Fund will also adopt
non-fundamental investment restrictions that conform to the standard
non-fundamental restrictions applicable to Fidelity open-end international
equity funds. As non-fundamental investment restrictions, these restrictions may
be changed or adopted by a vote of the Board of Directors of Emerging Asia Fund
and do not require stockholder approval. In particular, the Board of Directors
of Emerging Asia Fund will eliminate the current illiquid holdings policy of
Emerging Asia Fund and adopt the standard non-fundamental illiquid securities
restrictions in accordance with the 1940 Act standard for open-end funds. As a
result, the percentage of illiquid securities that Emerging Asia Fund may
purchase will be reduced from 35% to 15% of its net assets. As of June 10, 1998,
Emerging Asia Fund's total illiquid holdings were 4.1% of net assets.
The non-fundamental investment restrictions of the New Fund will be as
follows:
(i) The fund does not currently intend to sell securities short,
unless its owns or has the right to obtain securities equivalent in kind
and amount to the securities sold short, and provided that transactions in
futures contracts and options are not deemed to constitute selling
securities short.
(ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an affiliate
serves as investment adviser or (b) by engaging in reverse repurchase
agreements with any party (reverse repurchase agreements are treated as
borrowings for purposes of fundamental investment limitation (3)). The fund
will not borrow from other funds advised by FMR or its affiliates if total
outstanding borrowings immediately after such borrowing would exceed 15% of
the fund's total assets.
(iv) The fund does not currently intend to purchase any security if,
as a result, more than 15% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to legal
or contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
of which they are valued.
(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser or (b) acquiring
loans, loan participations, or other forms of direct debt instruments and,
in connection therewith, assuming any associated unfunded commitments of
the sellers. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
(vi) The fund does not currently intend to invest all of its assets
in the securities of a single open-end management investment company
managed by Fidelity Management & Research Company or an affiliate or
successor with substantially the same fundamental investment objective,
policies, and limitations as the fund.
With respect to limitation (iv), if through a change in values, net assets,
or other circumstances, the fund were in a position where more than 15% of its
net assets was invested in illiquid securities, it would consider appropriate
steps to protect liquidity.
If the Reorganization is approved and adopted, these amended fundamental
and non-fundamental investment restrictions will become applicable to the New
Fund upon the Closing Date.
C. MANAGEMENT AND ADVISORY AGREEMENTS
THE CURRENT INVESTMENT MANAGER AND INVESTMENT ADVISER
Investment Manager. Fidelity Management & Research Company (FMR) acts as
Investment Manager of Emerging Asia Fund. The Fidelity investment management
organization was established in 1946. Today, the Fidelity organization is the
largest mutual fund company in the United States, and is known as an innovative
provider of high quality financial services to individuals and institutions. In
addition to its mutual fund business, the Fidelity
15
<PAGE> 25
organization operates one of the leading discount brokerage firms in the United
States, Fidelity Brokerage Services, Inc. As of July 31, 1998, FMR and its
affiliates had over $611 billion under management. The Fidelity organization
employs over 250 investment professionals worldwide. FMR's main offices are
located at 82 Devonshire Street, Boston, Massachusetts 02109.
FMR, together with the Investment Adviser (as described below) and its
other affiliates, has extensive research capabilities within the Asian region,
and maintains offices in Hong Kong and Tokyo which, as of July 31, 1998, were
staffed by 66 investment professionals. These offices routinely research and
screen securities for investment potential in a large number of Asian emerging
market issuers and focus on the identification, through extensive management
contacts and on-site visits, of emerging growth companies within Asian emerging
market countries.
Edward C. Johnson 3d, members of his family and trusts for the benefit of
members of the Johnson family own directly or indirectly more than 25% of the
voting stock of FMR Corp., which owns all of the voting stock of FMR. The
following people serve as the principal executive officers and/or directors of
FMR: Edward C. Johnson 3d, Peter S. Lynch and Robert C. Pozen. For more detailed
descriptions of the principal occupations of Edward C. Johnson 3d, Peter S.
Lynch and Robert C. Pozen, please see "Information Regarding the Trust."
Investment Adviser. Fidelity International Investment Advisors (FIIA), the
Fund's Investment Adviser and an affiliate of FMR, provides discretionary
portfolio management services through the Investment Adviser's office in Hong
Kong. FIIA is an investment adviser registered under the Investment Advisers Act
of 1940 and was organized in 1983 under the laws of Bermuda. FIIA primarily
provides investment advisory services to non-U.S. and U.S. investment companies
and institutional investors investing in securities of issuers throughout the
world. FIIA is a 98% owned subsidiary of Fidelity International Limited (FIL).
FIIA's main offices are located at Pembroke Hall, 42 Crow Lane, Pembroke,
Bermuda.
FIL is a Bermuda company formed in 1968 which primarily provides investment
advisory services to non-U.S. investment companies and institutional investors
investing in securities of issuers throughout the world. Its offices are located
at Pembroke Hall, 42 Crow Lane, Pembroke, Bermuda. More than 25% of the voting
stock of FIL is owned directly or indirectly by Edward C. Johnson 3d and trusts
for the benefit of Johnson family members.
THE CURRENT MANAGEMENT AND ADVISORY AGREEMENTS
Pursuant to a management agreement (Management Agreement), dated March 18,
1994, between Emerging Asia Fund and FMR, FMR supervises the Fund's investment
program. FMR consults with FIIA on a regular basis regarding FIIA's decisions
concerning the purchase, sale or holding of particular securities. In addition,
FMR monitors the performance of Emerging Asia Fund's outside service providers,
including the Fund's administrator, transfer agent and custodian. FMR pays the
reasonable salaries and expenses of such of Emerging Asia Fund's officers and
employees and any fees and expenses of such of the Fund's directors who are
directors, officers or employees of FMR, except that the Fund may bear travel
expenses or an appropriate portion thereof of directors and officers of the Fund
who are directors, officers or employees of FMR to the extent that such expenses
relate to attendance at meetings of the Board of Directors or any committees
thereof. The Management Agreement was last approved by the stockholders of
Emerging Asia Fund on May 7, 1998.
Pursuant to an investment advisory agreement (Advisory Agreement) among
FMR, FIIA and Emerging Asia Fund, FIIA is responsible on a day-to-day basis for
investing the Fund's portfolio in accordance with its investment objective,
policies and limitations. FIIA has discretion over investment decisions for
Emerging Asia Fund and, in that connection, will place purchase and sale orders
for the Fund's portfolio securities. Peter F. Phillips is primarily responsible
for the day-to-day management of the Fund's portfolio and works with a team of
professionals in Hong Kong in managing the Fund's portfolio. Mr. Phillips is
also manager of Fidelity Funds Southeast Asia, which he has managed since
November 1993. Mr. Phillips also manages Hong Kong Institutional Segregated
Accounts and serves as director of Fidelity Investment Management (Hong Kong)
Ltd. Previously, he managed the Fidelity Funds Australia Fund, the Fidelity
Funds Hong Kong & China Fund, and Southeast Asian equities for Fidelity Pacific
Fund. Mr. Phillips joined Fidelity in 1987. FIIA makes research and statistical
data available to Emerging Asia Fund. FIIA pays the reasonable salaries and
expenses of such of Emerging Asia Fund's officers and employees and any fees and
expenses of such of the Fund's directors who are directors, officers or
employees of FIIA, except that Emerging Asia Fund may bear travel expenses or an
appropriate portion thereof of directors and officers of the Fund who are
16
<PAGE> 26
directors, officers or employees of FIIA to the extent that such expenses relate
to attendance at meetings of the Board of Directors or any committees thereof.
Pursuant to the Management Agreement, Emerging Asia Fund pays FMR a monthly
basic fee at an annual rate of 1.00% of Emerging Asia Fund's average daily net
assets for its services. In addition, the basic fee payable to the investment
manager is subject to performance adjustments which may increase or decrease the
basic fee (by up to 0.25% per annum of the Fund's monthly average net assets
over a three year performance period). The amount of the performance adjustment
depends on the performance of Emerging Asia Fund's investments compared to the
performance of its benchmark index, the Morgan Stanley Capital International
Combined All-Country Asia Free ex-Japan Index. For the fiscal year ended October
31, 1997, the performance adjustment was positive 0.16% of monthly average net
assets. As of June 30, 1998, the performance adjustment was positive 0.25% of
monthly average net assets. Emerging Asia Fund's total expenses for the fiscal
year ended October 31, 1997, including the management fee and performance
adjustments, were 1.72% of the Fund's average net assets.
Pursuant to the Advisory Agreement, FIIA receives from FMR 60% of the fees,
including any performance adjustments, paid by Emerging Asia Fund to FMR.
THE PROPOSED MANAGEMENT AGREEMENT
In connection with the Reorganization, stockholders are being asked to
approve the proposed new Management Agreement (Proposed Management Agreement),
as discussed below. Pursuant to the Proposed Management Agreement, the Trust on
behalf of the New Fund will employ FMR to supervise the New Fund's investment
program and to furnish other services to the New Fund. Under the terms of the
Proposed Management Agreement, FMR will act as investment adviser and, subject
to the supervision of the Board of Trustees of the Trust, direct the investments
of the New Fund in accordance with its investment objective, policies, and
limitations. FMR will also provide the New Fund with all necessary office
facilities and personnel for servicing the New Fund's investments and compensate
all officers of the New Fund and all Trustees who are "interested persons" of
the Trust or of FMR, and all personnel of the New 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, will continue to provide the management and administrative services
necessary for the operation of the New Fund. These services include providing
facilities for maintaining the New Fund's organization; supervising relations
with custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the New Fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the New Fund's
records and registration of the New Fund's shares under federal securities laws
and making necessary filings under state securities laws; developing management
and shareholder services for the New Fund; and furnishing reports, evaluations,
and analyses on a variety of subjects to the Trustees.
FMR intends to delegate the day-to-day management of the New Fund's
investment portfolio to FIIA pursuant to a Sub-Advisory Agreement, as discussed
below. FMR will continue to consult with FIIA on a regular basis regarding
FIIA's decisions concerning the purchase, sale or holding of particular
securities.
Pursuant to the Proposed Management Agreement, the management fee will be
calculated and paid to FMR every month. The management fee will be calculated by
adding a group fee rate to an individual fund fee rate, and multiplying the
result by the New Fund's average net assets. The group fee rate is based on the
average net assets of all the mutual funds advised by FMR. This rate cannot rise
above 0.37% and it drops as total assets under management decline. As of July
31, 1998, the group fee rate was 0.29%. The individual fund fee rate for the New
Fund will be 0.45%. Therefore, as of July 31, 1998, the New Fund's management
fee would have been 0.74%. Unlike Emerging Asia Fund, the New Fund's management
fees will not be subject to a performance adjustment based on the New Fund's
performance.
The aggregate amount of FMR's management fee, including the performance
adjustment, for the fiscal year ended October 31, 1997, was $1,508,882. Had the
Proposed Management Agreement been in effect over the same period, FMR would
have received $963,515, a reduction of 36%.
In addition to the management fee payable to FMR and the fees payable to
the transfer, dividend disbursing, and shareholder servicing agent, pricing and
bookkeeping agent, and securities lending agent, as applicable, the New
17
<PAGE> 27
Fund or each class thereof, as applicable, will pay all of its expenses that are
not assumed by those parties, including (i) typesetting, printing, and mailing
of its proxy materials to shareholders, (ii) legal expenses, and (iii) the fees
of the custodian, auditor and non-interested Trustees. The Proposed Management
Agreement further provides that the New Fund will pay for typesetting, printing,
and mailing prospectuses, statements of additional information, notices, and
reports to shareholders; however, under the terms of the New Fund's transfer
agent agreement, the transfer agent bears the costs of providing these services
to existing shareholders of the applicable classes, including interest, taxes,
brokerage commissions, the New Fund's proportionate share of insurance premiums
and Investment Company Institute dues, and the costs of registering shares under
federal securities laws and making necessary filings under state securities
laws. The New Fund is also liable for such non-recurring expenses as may arise,
including costs of any litigation to which the New Fund may be a party, and any
obligation it may have to indemnify its officers and Trustees with respect to
litigation.
D. SUB-ADVISORY AGREEMENTS
THE CURRENT SUB-ADVISORY AGREEMENT
Fidelity Investments Japan Limited (FIJ) is the Sub-Adviser for Emerging
Asia Fund and will, upon the request of FIIA provide advisory services
concerning Emerging Asia Fund assets invested in Japanese and other securities.
FIJ is an affiliate of FMR and FIIA and is registered as an investment adviser
under the Investment Advisers Act of 1940. FIJ was formed on November 17, 1986
under the laws of Japan and its main offices are located at 19th floor,
Shiroyama JT Mori Building, 4-3-1- Toronomon Minatu-ku, Tokyo 105, Japan. It is
a wholly owned subsidiary of Fidelity International Limited (FIL). FIJ receives
from FIIA a fee equal to 60% of the fee paid to FIIA with respect to assets
managed by FIJ on a discretionary basis and 30% of the fee paid to FIIA with
respect to assets managed by FIJ on a non-discretionary basis.
THE PROPOSED SUB-ADVISORY AGREEMENTS
In connection with the Reorganization, stockholders will be asked to
approve a series of sub-advisory agreements between the Trust on behalf of the
Fund, FMR and (i) FIIA, which in turn shall enter into a sub-subadvisory
agreement with Fidelity International Investment Advisors (U.K.) Limited (FIIA
(U.K.)), (ii) FIJ, (iii) FMR (Far East), and (iv) FMR (U.K.) (each, a Proposed
Sub-Advisory Agreement). Pursuant to the sub-advisory agreements, FMR may
receive investment advice and research services relating to the New Fund outside
the United States from the sub-advisers. Currently, FIIA, FIJ, FMR (Far East),
FMR (U.K.), and FIIA (U.K.) each focus on issuers in countries other than the
United States such as those in Europe, Asia, and the Pacific Basin.
Pursuant to a Proposed Sub-Advisory Agreement among FMR, FIIA and the
Trust, FIIA will be responsible on a day-to-day basis for investing the New
Fund's portfolio in accordance with its investment objective, policies and
limitations. FIIA will have discretion over investment decisions for the New
Fund and, in that connection, will place purchase and sale orders for the New
Fund's portfolio securities. Peter F. Phillips will be primarily responsible for
the day-to-day management of the New Fund's portfolio and will work with a team
of professionals in Hong Kong in managing the New Fund's portfolio.
FMR (U.K.) and FMR (Far East), which were organized in 1986, are wholly
owned subsidiaries of FMR. FIJ and FIIA are wholly owned subsidiaries of
Fidelity International Limited (FIL), a Bermuda company formed in 1968 which
primarily provides investment advisory services to non-U.S. investment companies
and institutional investors investing in securities throughout the world. Edward
C. Johnson 3d, Johnson family members, and various trusts for the benefit of the
Johnson family own, directly or indirectly, more than 25% of the voting common
stock of FIL. FIJ was organized in Japan in 1986. FIIA was organized in Bermuda
in 1983. FIIA (U.K.) was organized in the United Kingdom in 1984, and is a
direct subsidiary of Fidelity Investments Management Limited and an indirect
subsidiary of FIL. FMR (U.K.), FMR (Far East), FIJ, FIIA and FIIA (U.K.) are
registered investment advisers in the United States. FIJ is a licensed
investment manager in Japan. FIIA (U.K.) is a registered investment adviser in
the United Kingdom and a member of IMRO.
Under the sub-advisory agreements FMR pays the fees of FMR (U.K.), FMR (Far
East), FIJ, and FIIA. FIIA, in turn, pays the fees of FIIA (U.K.).
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<PAGE> 28
For providing discretionary investment management and executing portfolio
transactions, the sub-advisers are compensated as follows:
- FMR pays each of FMR (Far East), FIJ, and FIIA a fee equal to 50%
of its monthly management fee (including any performance
adjustment, if applicable) with respect to the Fund's average net
assets managed by the sub-adviser on a discretionary basis.
- FIIA pays FIIA (U.K.) a fee equal to 110% of FIIA (U.K.)'s costs
incurred in connection with providing discretionary investment
management services.
For providing non-discretionary investment advice and research services the
sub-advisers are compensated as follows:
- FMR pays FIIA and FIJ fees equal to 30% of FMR's monthly management
fee with respect to the average net assets held by the Fund for
which the sub-adviser has provided FMR with investment advice and
research services.
- 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.
- FIIA pays FIIA (U.K.) a fee equal to 110% of FIIA (U.K.)'s costs
incurred in connection with providing investment advice and
research services.
E. DISTRIBUTION AND SERVICE PLAN
In connection with the Reorganization, stockholders of Emerging Asia Fund
are being asked to approve a Distribution and Service Plan (Plan) with respect
to the Class A shares of the New Fund pursuant to Rule 12b-1 under the 1940 Act
(Rule). The Rule provides in substance that a mutual fund may not engage
directly or indirectly in financing any activity that is primarily intended to
result in the sales of shares of a fund except pursuant to a plan approved on
behalf of the fund under the Rule. The Plan, as approved by the Trustees, allows
the New Fund and FMR to incur certain expenses that might be considered to
constitute direct or indirect payment by the New Fund of distribution expenses.
Each series of the Trust, including the New Fund, is composed of five
classes of shares: Class A, Class T, Class B, Class C and Institutional Class.
All classes of a series have a common investment objective and portfolio. Class
A and Class T shares have a front-end sales charge, pay a 12b-1 fee (as defined
herein) and may be subject to a contingent deferred sales charge (CDSC). Class B
and Class C shares do not have a front-end sales charge, but are subject to a
CDSC and pay a 12b-1 fee. Institutional Class shares have no sales charge and do
not pay a 12b-1 fee but are available only to certain types of investors.
Pursuant to the Plan, Fidelity Distributors Corporation (Distributor) will
use all reasonable efforts, consistent with its other business, to secure
purchasers of the New Fund's shares. Such efforts may include, but neither are
required to include nor are limited to, the following: (i) formulation and
implementation of marketing and promotional activities, such as mail promotions
and television, radio, newspaper, magazine and other mass media advertising;
(ii) preparation, promotion and distribution of sales literature; (iii)
preparation, printing and distribution of prospectuses of the New Fund; (iv)
obtaining such information, analyses and reports with respect to marketing and
promotional activities as the Distributor may, from time to time, deem
advisable; (v) making payments to securities dealers and others engaged in the
sale of shares or who engage in shareholder support services; and (vi) providing
training, marketing and support to such dealers and others with respect to the
sale of shares.
To the extent they are successful in attracting new investments, marketing
efforts conducted pursuant to the Plan may benefit the existing shareholders of
the New Fund by lowering the ongoing expenses per share of the New Fund. The
Board believes that these marketing efforts will also assist in selling shares
of the New Fund to offset redemptions which are anticipated to occur after the
Reorganization. To the extent that the New Fund is successful in offsetting
redemptions with sales of shares, FMR believes it will be able to manage the New
Fund more effectively.
Pursuant to the Plan, the Distributor will be paid a distribution fee
(12b-1 fee) calculated as a percentage of the New Fund's average net assets
attributable to the Class A shares at an annual rate of up to 0.25%.
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<PAGE> 29
F. ANNUAL FUND OPERATING EXPENSES
Annual fund operating expenses are paid out of Emerging Asia Fund's assets.
Expenses are factored into the Fund's share price or dividends and are not
charged directly to stockholder accounts. The following figures for Emerging
Asia Fund are based on historical expenses, adjusted to reflect current fees, of
the Fund and are calculated as a percentage of average net assets of Emerging
Asia Fund. The Directors of Emerging Asia Fund do not believe there will be
portfolio changes that will occur as a direct result of the Reorganization, even
though there may be sales of securities that result from anticipated
redemptions, and that there will be no balance sheet changes as a direct result
of the Reorganization, other than as described herein.
The following table shows the fees and expenses of Emerging Asia Fund for
the fiscal year ended October 31, 1997.
<TABLE>
<CAPTION>
EMERGING NEW FUND
ASIA FUND CLASS A SHARES
--------- --------------
<S> <C> <C>
Management fees........................................... 1.16% 0.74%
12b-1 Fee................................................. None 0.25
Other expenses............................................ 0.56 0.76
Total Operating Expenses*................................. 1.72 1.75
</TABLE>
- ---------------
* Stockholders should note that annualized operating expenses of Emerging Asia
Fund for the six-month period ended April 30, 1998, was 2.23%. For a period of
not less than twelve months after the Reorganization, FMR has voluntarily
agreed to reimburse the New Fund to the extent that total operating expenses
of the New Fund's Class A shares expressed as a percentage of average net
assets, exceed 2.00% of the average net assets attributable to Class A shares.
EXAMPLES OF EFFECT OF FUND EXPENSES
The following table illustrates the expenses on a hypothetical $1,000
investment in Emerging Asia Fund and the estimated expenses on a hypothetical
$1,000 investment in the New Fund calculated at the rates stated above, assuming
a 5% annual return.
<TABLE>
<CAPTION>
AFTER 1 AFTER 3 AFTER 5 AFTER 10
YEAR YEARS YEARS YEARS
------- ------- ------- --------
<S> <C> <C> <C> <C>
Emerging Asia Fund (closed-end).................... $17 $54 $93 $203
New Fund Class A Shares (open-end)................. 74 109 147 252
including maximum sales charge**
New Fund Class A Shares (open-end) excluding sales
charge**......................................... 18 55 95 206
</TABLE>
- ---------------
** Stockholders should note that annualized operating expenses of Emerging Asia
Fund for the six-month period ended April 30, 1998, was 2.23%. For a period
of not less that twelve months after the Reorganization, FMR has voluntarily
agreed to reimburse the New Fund to the extent that total operating expenses
of the New Fund's Class A shares, expressed as a percentage of average net
assets, exceed 2.00% of the average net assets attributable to Class A
shares. The following table illustrates the expenses on a hypothetical $1,000
investment in the New Fund, assuming annual expenses on the Class A shares of
2.00% and a 5% annual return.
<TABLE>
<CAPTION>
AFTER 1 AFTER 3 AFTER 5 AFTER 10
YEAR YEARS YEARS YEARS
------- ------- ------- --------
<S> <C> <C> <C> <C>
Emerging Asia Fund (closed-end).................... $17 $54 $93 $203
New Fund Class A Shares (open-end)................. 77 117 159 277
including maximum sales charge
New Fund Class A Shares (open-end) excluding sales
charge........................................... 20 63 108 233
</TABLE>
20
<PAGE> 30
G. ELIMINATION OF THE ANNUAL TENDER OFFER UNDERTAKING
Emerging Asia Fund has undertaken to conduct an annual tender offer for its
shares under the terms and conditions set forth in its prospectus (Undertaking)
during the first calendar quarter of each year commencing in 1997. However, the
Reorganization may not be implemented until after the first calendar quarter of
1999. In view of this possibility, stockholders are being asked to approve the
elimination of the Undertaking to conduct an annual tender offer, beginning with
the annual tender offer in 1999, if the Reorganization is approved by the
requisite stockholder vote.
As stated in Emerging Asia Fund's prospectus, in connection with the
initial public offering of Emerging Asia Fund, the Board of Directors determined
at that time that it was in the best interest of the stockholders to take action
to attempt to reduce or eliminate Emerging Asia Fund's share price discount from
net asset value (NAV), and that annual tender offers may help reduce any market
discount that may develop. To that end, in the prospectus Emerging Asia Fund
undertook to conduct an annual tender offer for its shares during the first
calendar quarter of each year, commencing in 1997, that the average of the
closing prices of the NYSE for Emerging Asia Fund's weekly valuation day in each
week during a specified period (Measurement Period) represents a discount of 10%
or more from the average NAV of Emerging Asia Fund as determined on the same
days in the same period. The Measurement Period is required to be a 12-week
consecutive period beginning in the fourth calendar year and ending immediately
following the first calendar quarter.
Annual tender offers are very expensive for Emerging Asia Fund and Emerging
Asia Fund's discount was not substantially lessened following the tender offers
conducted in the first calendar quarters of 1997 and 1998. Most important, the
proposed Reorganization would eliminate any need for an annual tender offer.
Reorganizing the closed-end Emerging Asia Fund as an open-end Fidelity Advisor
fund will immediately eliminate any share price discount from NAV.
H. CONCLUSION
If the Reorganization is approved, the Board will take such other actions
as are necessary to effect the Reorganization. The Reorganization of Emerging
Asia Fund from a Maryland corporation to an open-end, multiple-class fund
organized as a series of a Massachusetts business trust will be accomplished by:
(i) filing a Certificate of Designation designating the New Fund as a series of
shares of the Trust with the Commonwealth of Massachusetts, (ii) transferring
all of the assets of Emerging Asia Fund to the New Fund solely in exchange for
Class A shares of beneficial interest of the New Fund and the assumption by the
New Fund of the liabilities of Emerging Asia Fund, (iii) filing a Certificate of
Dissolution for Emerging Asia Fund with the Secretary of State of the State of
Maryland, (iv) amending and changing a fundamental investment restriction
applicable to the New Fund, as described above, (v) having the New Fund enter
into a new Management Agreement with FMR, as described above, (vi) entering into
the series of Sub-Advisory Agreements, as described above, and (vii) having the
New Fund enter into a Distribution and Service Plan, as described above.
Based upon an opinion of counsel, neither Emerging Asia Fund nor its
stockholders will realize any gain or loss for federal income tax purposes as a
result of the Reorganization. However, stockholders will recognize a gain or
loss if they later redeem their shares of the New Fund or if they sell their
shares of Emerging Asia Fund prior to the Reorganization to the extent that the
redemption proceeds are greater or less than the respective adjusted tax basis
of their shares. Payment for any such redemption generally will be made within
seven days after receipt of a proper request for redemption. Such payment may be
postponed or the right of redemption suspended under unusual circumstances that
affect the ability to value the securities in New Fund's portfolio or when an
emergency makes it not reasonably practicable for New Fund to dispose of
portfolio securities or fairly to determine the value of its net assets.
To the extent that the New Fund must dispose of portfolio securities to pay
redemption proceeds, the New Fund may have capital gains or losses that must be
distributed to shareholders. As a result remaining shareholders may be subject
to higher capital gain tax or dividend liabilities in fiscal 1998 and 1999 than
they might have been subject to had Emerging Asia Fund remained a closed-end
fund.
21
<PAGE> 31
In the event that the Reorganization is not approved, Emerging Asia Fund
will continue to engage in business as a registered closed-end investment
company and Proposal 5 will not be implemented. The Board of Emerging Asia Fund
may consider other options, including liquidating Emerging Asia Fund.
PROPOSAL 4. TO MAKE EMERGING ASIA FUND'S FUNDAMENTAL 65% "NAME TEST" INVESTMENT
POLICY NON-FUNDAMENTAL
In February 1997, the SEC proposed a rule to govern the use of mutual fund
names (Name Test Rule). As proposed, the Name Test Rule requires, among other
things, that a mutual fund with a name that suggests that the fund focuses its
investments in securities of issuers in a particular region invest at least 80%
of its assets in securities of issuers in that region. It is not known what the
final rule will require. FMR anticipates that the SEC will adopt a definitive
version of the Name Test Rule in the near future.
When the SEC adopts a definitive Name Test Rule, it is possible that
Emerging Asia Fund will have to modify its 65% investment policy to comply with
the adopted rule. The current fundamental 65% investment policy for Emerging
Asia Fund is as follows: "Under normal market conditions, at least 65% of the
Fund's total assets will be invested in equity and debt securities of Asian
Emerging Market Issuers." Since this investment policy is fundamental, it is
changeable only by a majority (as defined in the 1940 Act) of the outstanding
voting securities of Emerging Asia Fund. A non-fundamental investment policy may
be changed by the Board of Directors without stockholder approval.
The Board of Directors has approved, and recommends that the stockholders
of Emerging Asia Fund approve, making the fundamental 65% policy above
non-fundamental. Approval of the proposal would give the Directors the
flexibility to conform the Fund's 65% policy to the requirements of the final
Name Test Rule without the costs and delays of a stockholder meeting. If this
proposal is approved, any future changes to the 65% policy would require the
Board of Directors' approval, but would not require stockholder approval.
If the stockholders approve this proposal, the Directors intend to adopt
unchanged Emerging Asia Fund's previously fundamental 65% policy as a new
non-fundamental policy of Emerging Asia Fund. The Directors anticipate that
approval of the proposal will have no material effect on Emerging Asia Fund or
its investment operations.
If approved, the non-fundamental 65% policy will also be applicable to the
New Fund after the Closing Date.
PROPOSAL 5. IF PROPOSAL 3 IS APPROVED, TO ADOPT A NEW FUNDAMENTAL INVESTMENT
POLICY PERMITTING EMERGING ASIA FUND TO INVEST ALL OF ITS ASSETS IN
ANOTHER OPEN-END INVESTMENT COMPANY MANAGED BY FMR OR AN AFFILIATE
WITH SUBSTANTIALLY THE SAME INVESTMENT OBJECTIVE AND POLICIES AS
EMERGING ASIA FUND
The Board of Directors has approved, and recommends that stockholders of
Emerging Asia Fund adopt a new fundamental investment policy that would permit
Emerging Asia Fund to invest all of its assets in another open-end investment
company managed by FMR or an affiliate with substantially the same investment
objective and policies. Adoption of the policy would allow Emerging Asia Fund to
participate in a so-called "Master Feeder Fund" organizational format (Master
Feeder Fund Structure).
Participation in a Master Feeder Fund Structure would allow Emerging Asia
Fund to combine its assets with other funds having substantially the same
investment objective and policies, but differing distribution or servicing
arrangements. By combining its assets in a central "Master Fund" with other
participating "Feeder Funds," each fund would be able to maintain its unique
distribution and servicing structure while potentially achieving operational
efficiencies through the consolidation of portfolio management.
To allow Emerging Asia Fund to invest in a Master Fund at a future date,
the Directors recommend that Emerging Asia Fund adopt the following fundamental
policy: "The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single open-end
management investment company managed by Fidelity Management & Research Company
or an affiliate or successor with substantially the same fundamental investment
objective, policies, and limitations as the fund."
22
<PAGE> 32
If approved, this investment policy will be a fundamental investment policy
and will therefore be changeable only by a majority (as defined in the 1940 Act)
of the outstanding voting securities of Emerging Asia Fund.
If this proposal is adopted, the Directors intend to adopt a
non-fundamental investment limitation for Emerging Asia Fund: "The fund does not
currently intend to invest all of its assets in the securities of a single
open-end management investment company managed by Fidelity Management & Research
Company or an affiliate or successor with substantially the same fundamental
investment objective, policies, and limitations as the fund." The Directors
anticipate that approval of the proposal will have no material effect on
Emerging Asia Fund or its investment operations.
If approved, these fundamental and non-fundamental investment policies will
also be applicable to the New Fund after the Closing Date.
THIS PROPOSAL 5 IS CONTINGENT ON THE APPROVAL OF PROPOSAL 3. IF PROPOSAL 3
IS NOT APPROVED, PROPOSAL 5 WILL NOT BE IMPLEMENTED.
COMPARISON OF OPEN-END AND CLOSED-END INVESTMENT COMPANIES
GENERAL. Open-end investment companies, commonly referred to as mutual
funds, issue redeemable securities. The holders of redeemable securities have
the right to surrender those securities to the mutual fund and obtain in return
an amount based on their proportionate share of the value of the mutual fund's
net assets. Most mutual funds also continuously issue new shares to investors at
a price based on the fund's net asset value at the time of issuance. Such a
fund's net asset value per share is determined by deducting the amount of its
liabilities from the value of its assets and dividing the difference by the
number of shares outstanding.
In contrast, closed-end investment companies such as Emerging Asia Fund
generally do not redeem their outstanding shares or engage in the continuous
sale of new securities, and thus operate with a relatively fixed capitalization.
The shares of closed-end investment companies are normally bought and sold in
securities markets. Emerging Asia Fund's shares are currently listed and traded
on the New York Stock Exchange (NYSE). If the Fund is converted to an open-end
investment company, its shares will be delisted from the NYSE.
Some of the legal and practical differences between operations of Emerging
Asia Fund as a closed-end versus an open-end investment company are as follows:
(a) ACQUISITION AND DISPOSITION OF SHARES. If Emerging Asia Fund is
reorganized into an open-end investment company, the Fund's shares will no
longer be listed on the NYSE. Stockholders desiring to realize the value of
their shares would be able to do so by exercising their right to have such
shares redeemed by the Fund at the next determined current net asset value,
less redemption fees (as described above). The Fund's net asset value per
share is calculated by dividing (i) the value of its portfolio securities
plus all cash and other assets (including accrued interest and dividends
received but not collected) less all liabilities (including accrued
expenses) by (ii) the number of outstanding shares of the Fund. The
Securities and Exchange Commission (the SEC) generally requires open-end
investment companies to value their assets on each business day in order to
determine the current net asset value on the basis of which their shares
may be redeemed by stockholders or purchased by investors. It is
anticipated that the net asset value of the New Fund will be published
daily by leading financial publications.
(b) ELIMINATION OF DISCOUNT AND IMPLEMENTATION OF REDEMPTION FEE. The
Reorganization will have the effect of immediately eliminating any market
discount from net asset value. If the Reorganization is approved by the
stockholders, the market discount may be reduced or the shares may trade at
a premium prior to the Closing Date to the extent investors are induced to
purchase shares in the open market in anticipation of such a
Reorganization. However, there can be no assurance that this will be the
case. After the Reorganization, stockholders of Emerging Asia Fund will be
permitted to redeem their shares, subject to a redemption fee that will be
set at 4% for the first six months following the Reorganization.
(c) PORTFOLIO MANAGEMENT. Because a closed-end investment company
does not have to redeem its shares, it may keep all of its assets fully
invested and make investment decisions without having to adjust for cash
inflows and outflows from continuing sales and redemption of its shares. In
contrast, open-end investment
23
<PAGE> 33
companies may be subject to pressure to sell portfolio securities at
disadvantageous times or prices in order to satisfy such redemption
requests. However, sales of securities may generate taxable gains or losses
which must be distributed to stockholders.
(d) EXPENSES; COSTS OF POTENTIAL NET REDEMPTIONS. Open-end investment
companies are generally more expensive to operate and administer than
closed-end investment companies and the expense ratio of the New Fund after
the Reorganization may be higher than Emerging Asia Fund's expense ratio is
currently. However, for a period of not less than twelve months after the
Reorganization, FMR has voluntarily agreed to reimburse the New Fund to the
extent that total operating expenses exceed 2.00% of the average net assets
attributable to the Class A shares of the New Fund for a period of not less
than twelve months after the Reorganization. Expenses of operation as an
open-end fund that are not currently borne by Emerging Asia Fund include
higher transfer agency and custodian expenses. In addition, the Class A
shares of the New Fund will bear a higher proportion of the costs
associated with State and Federal security law compliance than the other
classes of the New Fund because such expenses are allocated according to
the assets of each class of shares. The New Fund's expense ratio could be
adversely affected by significant redemptions. Additional costs may be
incurred by the sale of portfolio securities if a substantial number of
redemption requests are received following the Reorganization. The New Fund
may also be required to sell portfolio securities or incur borrowing costs
in order to meet redemptions. The New Fund will have a lower management fee
than Emerging Asia Fund, but will be subject to a 12b-1 fee on certain
Classes of shares.
(e) SENIOR SECURITIES AND BORROWINGS. The Investment Company Act of
1940 prohibits mutual funds from issuing "senior securities" representing
indebtedness (i.e., bonds, debentures, notes and other similar securities),
other than indebtedness to banks where there is an asset coverage of at
least 300% for all borrowings. Open-end investment companies generally may
not issue preferred stock. While Emerging Asia Fund has not done so,
generally, closed-end investment companies are permitted to issue "senior
securities" representing indebtedness to any lender if the 300% asset
coverage test is met and may issue preferred stock (subject to various
limitations).
COMPARISON OF A MARYLAND CORPORATION AND A MASSACHUSETTS BUSINESS TRUST
Emerging Asia Fund is a Maryland corporation and is governed by its
Articles of Incorporation, By-laws and Maryland corporation law. As part of the
Reorganization, Emerging Asia Fund will reorganize as the New Fund, a series of
a Massachusetts business trust. As such, the New Fund will be governed by a
Declaration of Trust, By-laws and applicable Massachusetts law. Certain
differences between a Maryland corporation and a Massachusetts business trust
are summarized below.
(a) SHARES OF CAPITAL STOCK. The Declaration of Trust permits the
Trustees to issue an unlimited number of shares of beneficial interest and
to divide such shares into an unlimited number of series or classes, all
without shareholder approval. The Trust currently has three series. The
authorized capital stock of Emerging Asia Fund consists of 100,000,000
shares of Common Stock. The Directors of Emerging Asia Fund may, without
stockholder approval, increase the number of shares authorized and may
classify and reclassify the shares of Emerging Asia Fund into additional
series or classes at a future date.
(b) VOTING REQUIREMENTS. The Declaration of Trust provides that
special meetings of stockholders must be called upon the written request of
holders of at least 10% of the outstanding shares of any series of the
Trust. The By-laws of Emerging Asia Fund and the Maryland General
Corporation Law (Maryland Code) provide that a special meeting of
stockholders must be called upon the written request of stockholders
representing 25% of the votes entitled to be cast at the meeting.
Stockholder voting rights for Emerging Asia Fund are based on the
number of shares owned (share-based voting), while shareholder voting
rights for the New Fund will be based on the total dollar interest in the
New Fund (dollar-based voting). Thus, on matters affecting the New Fund as
a whole, where each class of the New Fund is required to vote separately on
an issue, shareholders of the New Fund who own shares of a class with a
lower NAV than other classes in the New Fund would be giving shareholders
of the other classes more voting "power" than they otherwise would have if
voting rights were share-based. On matters affecting only one class of the
New Fund, only shareholders of that class vote on the issue. In this
instance, all shareholders of the
24
<PAGE> 34
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
Emerging Asia Fund stockholders will change to reflect those of the New
Fund.
No amendments may be made to the Declaration of Trust, other than
amendments necessary to conform the Declaration to certain laws or
regulations, to change the name of the Trust, or to make certain
non-material changes, without the affirmative vote of the holders of not
less than a majority of the Trust's outstanding shares or of the affected
series or class, as applicable. Under the Articles of Incorporation of
Emerging Asia Fund and the Maryland Code, certain provisions of the
Articles of Incorporation of Emerging Asia Fund may be amended upon
adoption of a resolution to that effect by certain Directors of Emerging
Asia Fund and approval of such resolution by the holders of a majority of
the outstanding shares of Emerging Asia Fund. The amendment of certain
other provisions requires the affirmative vote of up to three-fourths of
the outstanding shares of Emerging Asia Fund entitled to vote thereon.
(c) STOCKHOLDER MEETINGS. The Trust is not required to hold annual
meetings of its shareholders. Subsequent to the Reorganization of Emerging
Asia Fund into the New Fund, the New Fund will not be required to hold
annual meetings of its shareholders. Prior to this Reorganization, Emerging
Asia Fund is required to hold annual stockholders meetings pursuant to the
rules of the New York Stock Exchange. The initial Board of Trustees of the
Trust and the initial Board of Directors of Emerging Asia Fund were elected
by the sole stockholder of the Trust and Emerging Asia Fund, respectively,
at the time of its organization and have served and will continue to serve
as Trustees or Directors until they resign, die, or are removed. The
Trustees of the Trust may be removed for cause by a written instrument
signed by at least two-thirds of the remaining Trustees or by vote of
shareholders of the Trust holding not less than two-thirds of the votes
then outstanding, cast in person or by proxy at any meeting called for that
purpose. The By-laws of Emerging Asia Fund permit removal of a Director by
the holders of a majority of the outstanding shares of Emerging Asia Fund.
(d) STOCKHOLDER LIABILITY. Under Massachusetts law, shareholders of
the Trust may, under certain circumstances, be held personally liable as
partners for the Trust's obligations. However, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which both inadequate insurance existed and the Trust
itself was unable to meet its obligations. As a Maryland corporation, the
stockholders of Emerging Asia Fund have no personal liability to Emerging
Asia Fund or its creditors with respect to their stock, except that a
stockholder may be liable to the extent that (1) the subscription price or
other agreed consideration for the stock has not been paid, or (2)
liability is imposed under any other provision of Maryland law.
(e) LIABILITY OF DIRECTORS AND TRUSTEES. Under the Declaration of
Trust, the Trustees are personally liable only for willful misfeasance, bad
faith, gross negligence or reckless disregard of their duties. Under the
Declaration of Trust, Trustees, officers, agents and employees will be
indemnified against all liabilities and expenses (including amounts paid in
satisfaction of judgments, in compromise, as fines and penalties, and as
counsel fees) reasonably incurred by them in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or
criminal, in which they may be involved or with which they may be
threatened, while in office or thereafter, by reason of their being or
having been such a Trustee, officer, employee or agent, except with respect
to any matter as to which they have been adjudicated to have acted in bad
faith or with willful misfeasance, gross negligence or reckless disregard
of their duties, provided, however, that as to any matter disposed of by a
compromise payment, pursuant to a consent decree or otherwise, no
indemnification either for that payment or for any other expenses may be
provided unless the Trust has received a written opinion from independent
legal counsel approved by the Trustees to the effect that if either the
matter of willful misfeasance, gross negligence or reckless disregard of
duty, or the matter of good faith and reasonable belief as to the best
interests of the Trust, had been adjudicated, it would have been
adjudicated in favor of the person seeking indemnification. The Trustees
may make advance payments in connection with indemnification, provided that
the indemnified person has given a written undertaking to reimburse the
Trust in the event it is subsequently determined that he or she is not
entitled to such indemnification.
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<PAGE> 35
Maryland law provides that in addition to any other liabilities
imposed by law, a Director of Emerging Asia Fund may be liable to the Fund
for voting or assenting to the declaration of any dividend or other
distribution of assets to Emerging Asia Fund stockholders that is contrary
to Maryland law if it is established that the Director did not act in good
faith, in a manner he or she reasonably believed to be in the best interest
of Emerging Asia Fund and with the care that an ordinarily prudent person
in a like position would use under similar circumstances. In the event of
any litigation against the Directors or officers of Emerging Asia Fund,
Maryland law permits, and Emerging Asia Fund's By-laws require, Emerging
Asia Fund to indemnify a Director or officer for certain expenses and to
advance money for such expenses only if he or she demonstrates that he or
she acted in good faith and reasonably believed that his or her conduct was
in, or not opposed to, the best interest of Emerging Asia Fund and, with
respect to a criminal proceeding, he or she had no reasonable cause to
believe such conduct was unlawful.
The foregoing is only a summary of certain of the differences between
the Trust's Declaration of Trust and By-laws and Massachusetts law and
Emerging Asia Fund's Articles of Incorporation and By-laws and Maryland
law. It is not a complete list of differences. Stockholders should refer to
the provisions of such Articles of Incorporation, By-laws and Maryland law,
and such Declaration of Trust, By-laws and Massachusetts law directly for a
more thorough comparison.
MISCELLANEOUS
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR
NOMINEES. Please advise D.F. King & Co., Inc., 77 Water St., 20th Floor, New
York, New York, 10005, whether other persons are beneficial owners of shares for
which proxies are being solicited and, if so, the number of copies of the Proxy
Statement you wish to receive in order to supply copies to the beneficial owners
of the respective shares.
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.
SHAREHOLDER PROPOSALS. If the Reorganization is approved by the
stockholders of Emerging Asia Fund, the New Fund does not intend to hold annual
meetings of shareholders in the future. In that event, a shareholder proposal
intended to be presented at any subsequent meeting of shareholders of the New
Fund must be received by the New Fund a reasonable time before the solicitation
by the Board of Trustees of the New Fund relating to such meeting is to be made
in order to be considered in the New Fund's proxy statement and form of proxy
relating to that meeting. If the Reorganization is not approved, stockholders of
Emerging Asia Fund wishing to submit proposals for inclusion in a proxy
statement for a subsequent stockholder meeting should send their written
proposals by January 20, 1999 to the Secretary, 82 Devonshire Street, Boston,
Massachusetts 02109.
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<PAGE> 36
EXHIBIT 1
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (Agreement) is made as of
, 1998, by and between Fidelity Advisor Emerging Asia Fund, Inc.,
a Maryland corporation duly organized as a closed-end management investment
company under the Investment Company Act of 1940, as amended (1940 Act), with a
principal place of business at 82 Devonshire Street, Boston, Massachusetts 02109
(Emerging Asia Fund), and Fidelity Advisor Series VIII, a Massachusetts business
trust (Trust), on behalf of the "Emerging Asia Fund" series of the Trust
(Series). The Trust is a duly organized business trust under the laws of the
Commonwealth of Massachusetts with a principal place of business at 82
Devonshire Street, Boston, Massachusetts 02109. The Series and Emerging Asia
Fund may be referred to herein collectively as the "Funds" or each individually
as the "Fund."
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of Section 368(a)(1)(F) of the Internal
Revenue Code of 1986, as amended (Code). The reorganization will comprise: (a)
the transfer of all of the assets of Emerging Asia Fund to the Series solely in
exchange for shares of beneficial interest in the Series (Series Shares) and the
assumption by the Series of Emerging Asia Fund's liabilities; and (b) the
constructive distribution of such shares by Emerging Asia Fund pro rata to its
stockholders in complete liquidation, dissolution and termination of Emerging
Asia Fund in exchange for all of Emerging Asia Fund's outstanding shares. On the
Closing Date (as defined in Section 6), Emerging Asia Fund shall receive a
number of full and fractional shares of the Series having an aggregate net asset
value equal to the value of the assets of Emerging Asia Fund less the
liabilities of Emerging Asia Fund at the Valuation Time (as defined in Section
4), which Emerging Asia Fund shall then distribute pro rata to its stockholders.
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 EMERGING ASIA FUND. Emerging Asia Fund
represents and warrants to and agrees with the Series that:
(a) Emerging Asia Fund is a duly organized and validly existing
corporation, in good standing under the laws of the State of Maryland, and
has the power to own all of its properties and assets and to carry out its
obligations under this Agreement. It has all necessary federal, state, and
local authorizations to carry on its business as now being conducted and to
carry out this Agreement;
(b) Emerging Asia Fund is a closed-end management investment company
duly registered under the 1940 Act, and such registration is in full force
and effect;
(c) The Prospectus of Emerging Asia Fund, dated March 18, 1994, and
any information provided in the annual report of Emerging Asia Fund for the
year ended October 31, 1997 pursuant to Rule 8b-16(b) of the 1940 Act and
previously furnished to the Series, did not and do not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Emerging Asia Fund, threatened against
Emerging Asia Fund which assert liability on the part of Emerging Asia
Fund. Emerging Asia Fund knows of no facts which might form the basis for
the institution of such proceedings;
(e) Emerging Asia Fund is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Articles of Incorporation or By-laws, or, to the knowledge
of Emerging Asia Fund, of any agreement, indenture, instrument, contract,
lease, or other undertaking to which Emerging Asia Fund is a party or by
which Emerging Asia 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 Emerging Asia Fund is a party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, Financial Highlights,
and the Schedule of Investments (including market values) of Emerging Asia
Fund at or for the year ended October 31, 1997, have been audited by Price
Waterhouse LLP, independent
<PAGE> 37
accountants, and have been furnished to the Series together with such
unaudited financial statements and schedule of investments (including
market values) at and for the six month period ended April 30, 1998. Said
Statements of Assets and Liabilities and Schedule of Investments fairly
present the Fund's financial position as of such date and said Statement of
Operations, Statement of Changes in Net Assets, and Financial Highlights
fairly reflect its results of operations, changes in financial position,
and financial highlights for the periods covered thereby in conformity with
generally accepted accounting principles consistently applied;
(g) Emerging Asia Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown as owed by it on its
statement of assets and liabilities as of October 31, 1997, and those
incurred in the ordinary course of Emerging Asia Fund's business as an
investment company since October 31, 1997;
(h) The proxy statement filed with the Securities and Exchange
Commission by Emerging Asia Fund relating to the Reorganization (Proxy
Statement) on the date such Proxy Statement is first sent to stockholders
of Emerging Asia Fund insofar as it relates to Emerging Asia Fund, (i)
complies in all material respects with the provisions of the Securities Act
of 1933, as amended (1933 Act), the Securities Exchange Act of 1934, as
amended (1934 Act), and the 1940 Act, and the rules and regulations
thereunder, and (ii) does not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and at the time of
the stockholders' meeting referred to in Section 7 and on the Closing Date,
the Proxy Statement insofar as it relates to Emerging Asia Fund does not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading;
(i) All material contracts and commitments of Emerging Asia Fund
(other than this Agreement) will be terminated without liability to
Emerging Asia Fund on or prior to the Closing Date (other than those made
in connection with redemptions of shares and the purchase and sale of
portfolio securities made in the ordinary course of business);
(j) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Emerging Asia
Fund of the transactions contemplated by this Agreement, except such as
have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and
state securities or blue sky laws (which term as used herein shall include
the District of Columbia and Puerto Rico);
(k) Emerging Asia Fund has filed or will file all federal and state
tax returns which, to the knowledge of Emerging Asia Fund's officers, are
required to be filed by Emerging Asia 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 Emerging Asia
Fund's knowledge, no such return is currently under audit and no assessment
has been asserted with respect to such returns;
(l) Emerging Asia Fund has met the requirements of Subchapter M of the
Code for qualification and treatment as a regulated investment company for
all of its prior taxable years and intends to meet such requirements for
its current taxable year.
(m) All of the issued and outstanding shares of Emerging Asia Fund
are, and at the Closing Date will be, duly and validly issued and
outstanding and fully paid and nonassessable as a matter of Maryland law,
and have been offered for sale and in conformity with all applicable
federal securities laws. All of the issued and outstanding shares of
Emerging Asia Fund will, at the Closing Date, be held by the persons and in
the amounts set forth in the list of stockholders submitted to the Series
in accordance with this Agreement;
(n) As of both the Valuation Time (as defined in Section 4) and the
Closing Date, Emerging Asia Fund will have the full right, power, and
authority to sell, assign, transfer, and deliver its portfolio securities
and any other assets of Emerging Asia Fund to be transferred to the Series
pursuant to this Agreement. As of the Closing Date, subject only to the
delivery of Emerging Asia Fund's portfolio securities and any such other
assets as contemplated by this Agreement, the Series will acquire Emerging
Asia 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; and
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<PAGE> 38
(o) The execution, performance, and delivery of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of Emerging Asia Fund, and this Agreement
constitutes a valid and binding obligation of Emerging Asia Fund
enforceable in accordance with its terms, subject to approval of the
stockholders of the Fund.
2. REPRESENTATIONS AND WARRANTIES OF THE SERIES. The Trust, on behalf of the
Series, represents and warrants to and agrees with Emerging Asia Fund that:
(a) The Series is a series of Fidelity Advisor Series VIII, a business
trust duly organized, validly existing, and in good standing under the laws
of the Commonwealth of Massachusetts, and has the power to own all of its
properties and assets and to carry out its obligations under this
Agreement. It has all necessary federal, state, and local authorizations to
carry on its business as now being conducted and to carry out this
Agreement;
(b) The Trust is an open-end, management investment company duly
registered under the 1940 Act, and such registration is in full force and
effect;
(c) The Prospectus and Statement of Additional Information of the
Trust, dated December February 28, 1998, previously furnished to Emerging
Asia Fund did not and do not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of the Trust, threatened against the Series
which assert liability on the part of the Series. The Trust knows of no
facts which might form the basis for the institution of such proceedings;
(e) The Trust is not in, and the execution, delivery, and performance
of this Agreement will not result in, violation of any provision of its
Amended and Restated Declaration of Trust or any Supplement thereto or any
amendment thereof or Bylaws, or, to the knowledge of the Trust, 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;
(f) The Series has no known liabilities of a material nature,
contingent or otherwise, other than those incurred in the ordinary course
of the Series' business as an investment company;
(g) 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, the 1940 Act, and state
securities or blue sky laws (which term as used herein shall include the
District of Columbia and Puerto Rico);
(h) The Trust has filed or will file all federal and state tax returns
which, to the knowledge of the Trust's officers, are required to be filed
by the Trust 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 Trust's knowledge, no such return is
currently under audit and no assessment has been asserted with respect to
such returns;
(i) The Series has met the requirements of Subchapter M of the Code
for qualification and treatment as a regulated investment company for all
prior taxable years and the Trust intends for the Series to meet such
requirements for its current taxable year ending on October 31, 1999;
(j) As of the Closing Date, the shares of beneficial interest of the
Series to be issued to Emerging Asia Fund will have been duly authorized
and, when issued and delivered pursuant to this Agreement, will be legally
and validly issued and will be fully paid and nonassessable by the Series,
and no shareholder of the Series will have any preemptive right of
subscription or purchase in respect thereof;
(k) The execution, performance, and delivery of this Agreement will
have been duly authorized prior to the Closing Date by all necessary action
on the part of the Trust, and this Agreement constitutes a valid and
3
<PAGE> 39
binding obligation of the Trust enforceable in accordance with its terms,
subject to approval by the stockholders of Emerging Asia Fund;
(l) The Proxy Statement on the date such Proxy Statement is first sent
to stockholders of Emerging Asia Fund insofar as it relates to the Trust,
(i) complies in all material respects with the provisions of the 1933 Act,
the 1934 Act, and the 1940 Act, and the rules and regulations thereunder,
and (ii) does not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; and at the time of the stockholders'
meeting referred to in Section 7 and on the Closing Date, the Proxy
Statement insofar as it relates to the Trust does not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading;
(m) The issuance of the Series Shares pursuant to this Agreement will
be in compliance with all applicable federal securities laws; and
(n) All of the issued and outstanding shares of beneficial interest of
the Series have been offered for sale and sold in conformity with the
federal securities laws.
3. REORGANIZATION.
(a) Subject to the requisite approval of the stockholders of Emerging Asia
Fund and to the other terms and conditions contained herein, Emerging Asia Fund
agrees to assign, sell, convey, transfer, and deliver to the Series as of the
Closing Date all of the assets of Emerging Asia Fund of every kind and nature
existing on the Closing Date. The Series agrees in exchange therefor: (i) to
assume all of Emerging Asia Fund's liabilities existing on or after the Closing
Date, whether or not determinable on the Closing Date, and (ii) to issue and
deliver to Emerging Asia Fund a number of full and fractional shares of the
Series having an aggregate net asset value equal to the value of the assets of
Emerging Asia Fund less the liabilities of Emerging Asia Fund, determined as
provided for under Section 4.
(b) The assets of Emerging Asia Fund to be acquired by the Series shall
include, without limitation, all cash, cash equivalents, securities, receivables
(including interest or dividends receivables), claims, chooses in action, and
other property owned by Emerging Asia Fund, and any deferred or prepaid expenses
shown as an asset on the books of Emerging Asia Fund on the Closing Date.
Emerging Asia 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 with
respect to the assets transferred hereunder without regard to the payment date
thereof.
(c) The liabilities of Emerging Asia Fund to be assumed by the Series shall
include (except as otherwise provided for herein) all of Emerging Asia Fund's
liabilities, debts, obligations, and duties, of whatever kind or nature, whether
absolute, accrued, contingent, or otherwise, whether or not arising in the
ordinary course of business, whether or not determinable on the Closing Date,
and whether or not specifically referred to in this Agreement. Notwithstanding
the foregoing, Emerging Asia Fund agrees to use its best efforts to discharge
all of its known liabilities prior to the Closing Date, other than liabilities
incurred in the ordinary course of business.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable, Emerging Asia Fund will constructively distribute pro
rata to its stockholders of record, determined as of the Valuation Time on the
Closing Date, the Series Shares in exchange for such stockholders' shares of
beneficial interest in Emerging Asia Fund and Emerging Asia Fund will be
liquidated and dissolved in accordance with the General Corporation Law of the
State of Maryland and Emerging Asia Fund's Articles of Incorporation. Such
distribution shall be accomplished by the Series' transfer agent opening
accounts on the Series' share transfer to books in the names of the Emerging
Asia Fund stockholders and transferring the Series Shares thereto. Each Emerging
Asia Fund stockholder's account shall be credited with the respective pro rata
number of full and fractional (rounded to the third decimal place) Series Shares
due that stockholder. All outstanding Emerging Asia Fund shares, including any
represented by certificates, shall simultaneously be canceled on Emerging Asia
Fund's share transfer records. The Series shall not issue certificates
representing the Series Shares in connection with the Reorganization.
(e) Any reporting responsibility of Emerging Asia Fund is and shall remain
its responsibility up to and including the date on which it is terminated.
4
<PAGE> 40
(f) Any transfer taxes payable upon issuance of the Series Shares in a name
other than that of the registered holder on Emerging Asia Fund's books of the
Emerging Asia Fund shares constructively exchanged for the Series Shares shall
be paid by the person to whom such the Series Shares are to be issued, as a
condition of such transfer.
4. VALUATION.
(a) The Valuation Time shall be as of the close of business of the New York
Stock Exchange on the Closing Date, or such other date as may be mutually agreed
upon in writing by the parties hereto (Valuation Time).
(b) As of the Closing Date, the Series will deliver to Emerging Asia Fund
the number of Series Shares having an aggregate net asset value equal to the
value of the assets of Emerging Asia Fund transferred hereunder less the
liabilities of Emerging Asia Fund, determined as provided in this Section 4.
(c) The net asset value per share of the Series to be delivered to Emerging
Asia Fund, the value of the assets of Emerging Asia Fund transferred hereunder,
and the value of the liabilities of Emerging Asia Fund to be assumed hereunder
shall in each case be determined as of the Valuation Time.
(d) All computations pursuant to this Section shall be made by or under the
direction of Fidelity Service Company, Inc., a wholly-owned subsidiary of FMR
Corp., in accordance with its regular practice as pricing agent for Emerging
Asia Fund and the Series.
5. FEES; EXPENSES.
(a) Emerging Asia Fund shall be responsible for all expenses, fees and
other charges in connection with the transactions contemplated by this
Agreement. Any portfolio transaction expenses incurred in the purchase and sale
of securities in connection with the transactions contemplated by this Agreement
which may be attributable to the Series will be borne by the Series.
(b) Each of the Series and Emerging Asia Fund represents that there is no
person who has dealt with it who by reason of such dealings is entitled to any
broker's or finder's or other similar fee or commission arising out of the
transactions contemplated by this Agreement.
6. CLOSING DATE.
(a) The Reorganization, together with related acts necessary to consummate
the same (Closing), unless otherwise provided herein, shall occur at the
principal office of the Fund and the Trust, 82 Devonshire Street, Boston,
Massachusetts, as of the Valuation Time on a date determined by both the Board
of Directors of Emerging Asia Fund and the Board of Trustees of the Series, or
at some other time and place agreed to by Emerging Asia Fund and the Series
(Closing Date).
(b) In the event that on the Closing Date: (i) any of the markets for
securities held by the Funds is closed to trading, or (ii) trading thereon is
restricted, or (iii) trading or the reporting of trading on said market or
elsewhere is disrupted, all so that accurate appraisal of the total net asset
value of Emerging Asia Fund and the net asset value per share of the Series is
impracticable, the Valuation Time and the Closing Date shall be postponed until
the first business day after the day when such trading shall have been fully
resumed and such reporting shall have been restored, or such other date as the
parties may agree.
7. STOCKHOLDER MEETING AND TERMINATION OF EMERGING ASIA FUND.
(a) Emerging Asia Fund agrees to call a meeting of its stockholders to be
held after the effective date of the Registration Statement, to consider
transferring its assets to the Series as herein provided, adopting this
Agreement, and authorizing the liquidation of Emerging Asia Fund.
(b) Emerging Asia Fund agrees that as soon as reasonably practicable after
distribution of the Series Shares, Emerging Asia Fund shall be terminated and
dissolved pursuant to General Corporation Law of the State of Maryland and its
Articles of Incorporation, any further actions shall be taken in connection
therewith as required by applicable law, and on and after the Closing Date
Emerging Asia Fund shall not conduct any business except in connection with its
liquidation, dissolution and termination.
5
<PAGE> 41
8. CONDITIONS TO OBLIGATIONS OF THE SERIES.
(a) That Emerging Asia Fund furnishes to the Series a statement, dated as
of the Closing Date, signed by an officer of Emerging Asia Fund, certifying that
as of the Valuation Time and the Closing Date all representations and warranties
of Emerging Asia Fund made in this Agreement are true and correct in all
material respects and that Emerging Asia 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 Emerging Asia Fund furnishes the Series with copies of the
resolutions, certified by an officer of Emerging Asia Fund, 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 common
stock of Emerging Asia Fund;
(c) That, on or prior to the Closing Date, Emerging Asia Fund will declare
one or more dividends or distributions which, together with all previous such
dividends or distributions attributable to its current taxable year, shall have
the effect of distributing to the stockholders of Emerging Asia Fund
substantially all of Emerging Asia Fund's investment company taxable income and
all of its net realized capital gain, if any, as of the Closing Date;
(d) That Emerging Asia Fund shall deliver to the Series at the Closing Date
a statement of its assets and liabilities, together with a list of its portfolio
securities showing each such security's adjusted tax basis and holding period by
lot, with values determined as provided in Section 4 of this Agreement, all as
of the Valuation Time, certified on Emerging Asia Fund's behalf by its Treasurer
or Assistant Treasurer;
(e) That Emerging Asia Fund's custodian shall deliver to the Series a
certificate identifying the assets of Emerging Asia Fund held by such custodian
as of the Valuation Time on the Closing Date and stating that as of the
Valuation Time: (i) the assets held by the custodian will be transferred to the
Series; (ii) Emerging Asia Fund's assets have been duly endorsed in proper form
for transfer in such condition as to constitute good delivery thereof; and (iii)
to the best of the custodian's knowledge, all necessary taxes in conjunction
with the delivery of the assets, including all applicable federal and state
stock transfer stamps, if any, have been paid or provision for payment has been
made;
(f) That Emerging Asia Fund's transfer agent shall deliver to the Series at
the Closing a certificate setting forth the number of shares of Emerging Asia
Fund outstanding as of the Valuation Time and the name and address of each
holder of record of any such shares and the number of shares held of record by
each such stockholder;
(g) That Emerging Asia Fund calls a meeting of its stockholders to consider
transferring its assets to the Series and authorizing the liquidation and
termination of Emerging Asia Fund, all as herein provided;
(h) That Emerging Asia Fund delivers to the Series a certificate of an
officer of Emerging Asia Fund, dated as of the Closing Date, that there has been
no material adverse change in Emerging Asia Fund's financial position since
October 31, 1997, other than changes in the market value of its portfolio
securities, or changes due to net redemptions of its shares, dividends paid, or
losses from operations; and
(i) That all of the issued and outstanding shares of beneficial interest of
Emerging Asia Fund shall have been offered for sale and sold by Emerging Asia
Fund in conformity with all applicable state securities laws and, to the extent
that any audit of the records of Emerging Asia Fund or its transfer agent by the
Series or its agents shall have revealed otherwise, Emerging Asia Fund shall
have taken all actions that in the opinion of the Series are necessary to remedy
any prior failure on the part of Emerging Asia Fund to have offered for sale and
sold such shares in conformity with such laws.
9. CONDITIONS TO OBLIGATIONS OF EMERGING ASIA FUND.
(a) That the Series shall have executed and delivered to Emerging Asia Fund
an Assumption of Liabilities, certified by an officer of Fidelity Advisor Series
VIII, dated as of the Closing Date pursuant to which the Series assumes all of
the liabilities of Emerging Asia Fund existing at the Valuation Time;
(b) That the Series furnishes to Emerging Asia Fund a statement, dated as
of the Closing Date, signed by an officer of Fidelity Advisor Series VIII,
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 Series has
6
<PAGE> 42
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 Emerging Asia Fund shall have received an opinion of Kirkpatrick &
Lockhart LLP, counsel to the Series, to the effect that the Series Shares are
duly authorized and upon delivery to Emerging Asia Fund as provided in this
Agreement will be validly issued and will be fully paid and nonassessable by the
Series and no shareholder of the Series has any preemptive right of subscription
or purchase in respect thereof.
10. CONDITIONS TO OBLIGATIONS OF THE SERIES AND EMERGING ASIA FUND.
(a) That the transactions contemplated by this Agreement shall have been
approved by the requisite vote of the holders of the outstanding shares of
common stock of Emerging Asia Fund;
(b) That all consents of other parties and all other consents, orders, and
permits of federal, state, and local regulatory authorities (including those of
the Commission and of state Blue Sky and securities authorities, which term as
used herein shall include the District of Columbia and Puerto Rico, and
including "no action" positions of such federal or state authorities) deemed
necessary by the Series or Emerging Asia 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 Series or Emerging Asia Fund, provided that either party
hereto may for itself waive any of such conditions;
(c) That all proceedings taken by either Fund in connection with the
transactions contemplated by this Agreement and all documents incidental thereto
shall be satisfactory in form and substance to the Series and its counsel,
Kirkpatrick & Lockhart LLP, and Emerging Asia Fund and its counsel, Rogers &
Wells LLP;
(d) That there shall not be any material litigation pending with respect to
the matters contemplated by this Agreement; and
(e) That the Series and Emerging Asia Fund shall have received an opinion
of Rogers & Wells LLP satisfactory to the Series and Emerging Asia Fund that for
federal income tax purposes:
(i) The Reorganization will be a reorganization under section
368(a)(1)(F) of the Code, and Emerging Asia 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 Emerging Asia Fund upon the
transfer of all of its assets to the Series, in exchange solely for the
Series Shares and the assumption of Emerging Asia Fund's liabilities
followed by the distribution of those Series Shares to the stockholders of
Emerging Asia Fund in liquidation of Emerging Asia Fund;
(iii) No gain or loss will be recognized by the Series on the receipt
of Emerging Asia Fund's assets in exchange solely for the Series Shares and
the assumption of Emerging Asia Fund's liabilities;
(iv) The basis of Emerging Asia Fund's assets in the hands of the
Series will be the same as the basis of such assets in Emerging Asia Fund's
hands immediately prior to the Reorganization;
(v) the Series' holding period in the assets to be received from
Emerging Asia Fund will include Emerging Asia Fund's holding period in such
assets;
(vi) An Emerging Asia Fund stockholder will recognize no gain or loss
on the exchange of his or her shares of beneficial interest in Emerging
Asia Fund for the Series Shares in the Reorganization;
(vii) An Emerging Asia Fund stockholder's basis in the Series Shares
to be received by him or her will be the same as his or her basis in the
Emerging Asia Fund shares exchanged therefor; and
(viii) An Emerging Asia Fund stockholder's holding period for his or
her Series Shares will include the holding period of Emerging Asia Fund
shares exchanged, provided that those Emerging Asia Fund shares were held
as capital assets on the date of the Reorganization.
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<PAGE> 43
Notwithstanding anything herein to the contrary, neither Emerging Asia Fund
nor the Series may waive the conditions set forth in this subsection 10(f).
11. COVENANTS OF THE SERIES AND EMERGING ASIA FUND.
(a) The Series and Emerging Asia Fund each covenants to operate its
respective business in the ordinary course between the date hereof and the
Closing Date, it being understood that such ordinary course of business will
include the payment of customary dividends and distributions;
(b) Emerging Asia Fund covenants that it is not acquiring the Series Shares
for the purpose of making any distribution other than in accordance with the
terms of this Agreement;
(c) Emerging Asia Fund covenants that it will assist the Series in
obtaining such information as the Series reasonably requests concerning the
beneficial ownership of Emerging Asia Fund's shares; and
(d) Emerging Asia Fund covenants that its liquidation and termination will
be effected in the manner provided in the General Corporation Law of the State
of Maryland and its Articles of Incorporation in accordance with applicable law
and after the Closing Date, Emerging Asia Fund will not conduct any business
except in connection with its liquidation and termination.
12. TERMINATION; WAIVER.
The Series and Emerging Asia Fund may terminate this Agreement by mutual
agreement. In addition, either the Series or Emerging Asia Fund may at its
option terminate this Agreement at or prior to the Closing Date because:
(i) of a material breach by the other of any representation, warranty,
or agreement contained herein to be performed at or prior to the Closing
Date; or
(ii) a condition herein expressed to be precedent to the obligations
of the terminating party has not been met and it reasonably appears that it
will not or cannot be met.
In the event of any such termination, there shall be no liability for
damages on the part of Emerging Asia Fund or the Series, 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 Emerging Asia Fund; provided, however,
that following the stockholders' meeting called by Emerging Asia 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
paid to Emerging Asia Fund stockholders under this Agreement to the detriment of
such stockholders without their further approval.
(c) Except as expressly provided otherwise herein, 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.
(d) 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.
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<PAGE> 44
14. DECLARATIONS OF TRUST.
A copy of the Series' Declaration of Trust, as restated and amended, is on
file with the Secretary of State of the Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as trustees, and not individually and that the obligations
of the Trust under this instrument are not binding upon any of the Trust's
Trustees, officers, or shareholders, as the case may be, individually but are
binding only upon the assets and property of the Trust. Each Fund agrees that
its obligations hereunder apply only to such Fund and not to its shareholders
individually or to the Trustees or Directors of such Fund.
15. ASSIGNMENT.
This Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns, but no assignment or transfer of
any rights or obligations hereunder shall be made by any party without the
written consent of the other 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 an appropriate officer.
SIGNATURE LINES OMITTED
9
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PRELIMINARY COPY
Vote this proxy card TODAY! Your prompt response will save the
expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
_______________________________________________________________________________
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
PROXY SOLICITED BY THE DIRECTORS
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson
3d, Eric D. Roiter, and Robert C. Pozen, 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 Stockholders of the Fund to be held at the office of the fund at 82
Devonshire St., Boston, MA 02109, on November 18, 1998 at 1:00 p.m. Eastern time
and at any adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one votes and
acts, then by that one. This Proxy shall be voted on the proposals described in
the Proxy Statement as specified on the reverse side. Receipt of the Notice of
the Meeting and the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name
appears on this Proxy. When signing in a
fiduciary capacity, such as executor,
administrator, trustee, attorney, guardian,
etc., please so indicate. Corporate and
partnership proxies should be signed by an
authorized person indicating the person's
title.
Date _______________________________ , 1998
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
<PAGE> 46
PRELIMINARY COPY
Please refer to the Proxy Statement discussion of this matter. IF NO
SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL. As to any
other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING:
______________________________________________________________________________
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1. To elect as Directors the two nominees specified below: [ ] FOR all [ ] WITHHOLD
Edward C. Johnson 3d and Bertram M. Witham, Jr. nominees listed authority to vote
(Instruction: To withhold authority to vote for any (except as marked to for all nominees
individual nominee(s), write the name(s) of the the contrary below)
nominee(s) on the line below.)
___________________________________
2. To ratify the selection of PricewaterhouseCoopers LLP FOR [ ] AGAINST [ ]
as independent accountants of Emerging Asia Fund.
3. To approve the Reorganization of Emerging Asia Fund FOR [ ] AGAINST [ ]
as an open-end investment company pursuant
to an Agreement and Plan of Reorganization
between Emerging Asia Fund and Fidelity
Advisor Series VIII, a Massachusetts
business trust (Trust), providing for the
transfer of all of the assets of Emerging
Asia Fund to a newly created series of the
Trust (New Fund) in exchange for Class A
shares of beneficial interest of the New
Fund and the assumption by the New Fund of
the liabilities of Emerging Asia Fund and
the distribution of Class A shares of the
New Fund to stockholders of Emerging Asia
Fund upon the liquidation and dissolution of
Emerging Asia Fund and, in connection
therewith, to vote on and approve (i) the
amendment of a fundamental investment
restriction of Emerging Asia Fund, (ii) a
new Investment Management Agreement between
the Trust on behalf of the New Fund and
Fidelity Management & Research Company
(FMR), (iii) new Sub-Advisory Agreements
among the Trust on behalf of the New Fund,
FMR and each of (a) Fidelity International
Investment Advisors, which in turn shall
enter into a Sub-Subadvisory Agreement with
Fidelity International Investment Advisors
(U.K.) Limited, (b) Fidelity Investments
Japan Limited, (c) Fidelity Management &
Research (Far East) Inc. and (d) Fidelity
Management & Research (U.K.) Inc., (iv) a
Distribution and Service Plan with respect
to the Class A shares of the New Fund, and
(v) the elimination of the undertaking in
Emerging Asia Fund's prospectus that Emerging
Asia Fund will conduct annual tender offers
for its shares under the terms and
conditions set forth in such prospectus.
4. To make Emerging Asia Fund's current fundamental FOR [ ] AGAINST [ ]
65% "name test" investment policy non-fundamental.
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PRELIMINARY COPY
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<S> <C> <C>
5. To adopt a new fundamental investment policy permitting FOR [ ] AGAINST [ ]
Emerging Asia Fund to invest all of its assets in another
open-end investment company managed by FMR or an
affiliate with substantially the same investment
objective and policies as Emerging Asia Fund.
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