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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
-----------------------------------
(Name of Issuer)
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
-----------------------------------
(Name of Person Filing Statement)
COMMON STOCK ($0.001 PAR VALUE)
-----------------------------
(Title of Class of Securities)
315803106
-----------------------------
(CUSIP Number of Class of Securities)
Stuart E. Fross, Esq.
Secretary
Fidelity Advisor Emerging Asia Fund, Inc.
82 Devonshire Street
Boston, Massachusetts 02109
(617) 563-7000
Copy to:
Leonard B. Mackey, Jr., Esq.
Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
(212) 878-8000
----------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person Filing Statement)
MONDAY, FEBRUARY 23, 1998
--------------------------
(Date Tender Offer First Published, Sent or Given to Security Holders)
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- ------------------------------------------------
Transaction Valuation Amount of Filing Fee:
$ 7,838,053.78 $ 1,567.61
- ------------------------------------------------
* Pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as
amended, and Rule 0-11(b)(1) thereunder, the transaction value was calculated by
multiplying 760,238 shares of Common Stock of Fidelity Advisor Emerging Asia
Fund, Inc. by $10.31, the Net Asset Value per share as of 5:00 p.m. January 30,
1998.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: ___________________
Form or Registration No.: _________________
Filing Party: _____________________________
Date Filed: _______________________________
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EXPLANATORY NOTE
Copies of the Offer, dated February 23, 1998, and the Letter of Transmittal,
among other documents, have been filed by Fidelity Advisor Emerging Asia Fund,
Inc. (the "Fund"), as Exhibits to this Issuer Tender Offer Statement on Schedule
13E-4 (the "Statement"). Unless otherwise indicated, all material incorporated
by reference in this Statement in response to items or sub-items of this
Statement is incorporated by reference to the corresponding caption in the
Offer, including the information stated under such captions as being
incorporated in response thereto.
ITEM 1. SECURITY AND ISSUER.
(a) Fidelity Advisor Emerging Asia Fund, Inc., 82 Devonshire Street, Boston,
Massachusetts 02109.
(b) See the Introduction and Section 1. No securities are to be purchased from
any officer, director or affiliate of the issuer.
(c) See the Introduction and Section 7.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) See Section 5.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
See the Introduction, and Sections 5, 6 and 12.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
See Section 10.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
See Section 10.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
See Section 13.
ITEM 7. FINANCIAL INFORMATION.
(a) See Exhibit A to the Offer dated February 23, 1998.
(b) See Section 5.
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ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) See Section 11.
(c) Not applicable.
(d) Not applicable.
(e) See Exhibits (a)(1) and (a)(2) of Item 9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
- ----------- -----------
(a)(1) Letter to Shareholders, dated February 23, 1998.
(a)(2) Offer, dated February 23, 1998.
(a)(3) Letter of Transmittal to holders of Common Stock.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Letter to Clients and Client Letter of Instructions to Holder
of Record of Client Shares.
(a)(6) Notice of Guaranteed Delivery.
(a)(7) Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number.
(b) Not applicable.
(c) Not applicable.
(d) Opinion of Rogers & Wells LLP, dated February 20, 1998.
(e) Not applicable.
(f) Not applicable.
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: February 23, 1998
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
By /s/ Richard A. Silver
---------------------
Richard A. Silver
Treasurer
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
(a)(1) Letter to Shareholders, dated February 23, 1998.
(a)(2) Offer, dated February 23, 1998.
(a)(3) Letter of Transmittal to Holders of Common Stock.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a)(5) Letter to Clients and Client Letter of Instructions to Holder
of Record of Client Shares.
(a)(6) Notice of Guaranteed Delivery.
(a)(7) Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number.
(d) Opinion of Rogers & Wells LLP, dated February 20, 1998.
5
<PAGE> 1
Exhibit 99.(a)(1)
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
82 Devonshire Street
Boston, Massachusetts 02109
DEAR SHAREHOLDER:
At a meeting held on December 2, 1997, the Board of Directors of the Fidelity
Advisor Emerging Asia Fund, Inc. (the "Fund"), voted in favor of a proposal to
conduct a tender offer for shares of the Fund's common stock, if certain
conditions set forth below were met. Those conditions having been met, the Fund
is hereby commencing an offer to purchase up to 10% of its outstanding shares.
The offer is for cash at a price equal to the Fund's net asset value ("NAV") as
of 5:00 p.m., New York City time, on March 27, 1998, or such later date to which
the Offer is extended, upon the terms and conditions set forth in the enclosed
Issuer Tender Offer Statement and the related Letter of Transmittal (which
together constitute the "Offer").
The Offer is intended to provide those Fund Shareholders that wish to redeem
shares based on their NAV with the opportunity to do so. The deadline for
participating in the Offer is 5:00 p.m., New York City time, March 27, 1998, or
such later date to which the Offer is extended (the "Termination Date"). The
pricing date for the Offer is also 5:00 p.m., New York City time, March 27,
1998, unless the Offer is extended (the "Pricing Date"). Should the Offer be
extended, the Pricing Date will be the same date and time as the Termination
Date, as extended. Shareholders who choose to participate in the Offer can
expect to receive payment for shares tendered and accepted on or before April 6,
1998 (the "Payment Date"). The Fund will charge a per account fee on each
account for which shares are tendered and accepted of $0.17 per tendered and
accepted share to defray the actual costs of conducting the Offer. Shareholders
whose shares are not held of record in the name of a broker, dealer, commercial
bank, trust company or other nominee must attach a check or money order for an
amount equal to the number of Shares which you wish to tender multiplied by
$0.17 with the Letter of Transmittal. With respect to any Shares tendered but
not accepted, an amount equal to $0.17 per such Share will be returned to you.
If, after carefully evaluating all information set forth in the Offer, you wish
to tender Shares pursuant to the Offer, please either follow the instructions
contained in the Offer and Letter of Transmittal or, if your Shares are held of
record in the name of a broker, dealer, commercial bank, trust company or other
nominee, contact such firm to effect the tender for you. Stockholders are urged
to consult their own investment and tax advisers and make their own decisions
whether to tender any Shares and, if so, how many Shares to tender.
As of Friday, January 30, 1998, the Fund's NAV was $10.31 per share and
7,602,384 shares were issued and outstanding. The Fund's NAV during the pendency
of this Offer may be obtained by contacting D.F. King & Co., Inc., the Fund's
Information Agent, toll free at (800) 735-3107 or collect at (212) 269-5550.
Neither the Fund nor its Board of Directors (the "Board") is making any
recommendation to any Shareholder whether to tender or refrain from tendering
shares in the Offer. The Fund and the Board urge each Shareholder to read and
evaluate the Offer and related materials carefully and make his or her own
decision. Questions, requests for assistance and requests for additional copies
of this Offer and related materials should be directed to D.F. King & Co., Inc.,
at (800) 735-3107.
Sincerely,
/s/ Edward C. Johnson 3d
EDWARD C. JOHNSON 3D
Director and President
February 23, 1998
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Exhibit 99.(a)(2)
OFFER FOR CASH
BY
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
UP TO 760,238 ITS ISSUED AND OUTSTANDING
SHARES OF BENEFICIAL INTEREST
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON MARCH 27, 1998, UNLESS THE OFFER IS EXTENDED.
THIS ISSUER TENDER OFFER STATEMENT AND THE ACCOMPANYING LETTER OF TRANSMITTAL
(WHICH TOGETHER CONSTITUTE THE "OFFER") ARE NOT CONDITIONED ON ANY MINIMUM
NUMBER OF SHARES BEING TENDERED, BUT ARE SUBJECT TO OTHER CONDITIONS AS OUTLINED
HEREIN AND IN THE LETTER OF TRANSMITTAL.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
AND IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY FIDELITY
ADVISOR EMERGING ASIA FUND, INC. THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR
EXECUTIVE OFFICER OF THE FUND INTENDS TO TENDER ANY SHARES PURSUANT TO THE
OFFER.
IMPORTANT
Any Shareholder desiring to tender all or any portion of his shares of Common
Stock of the Fund should either (1) complete and sign the Letter of Transmittal
or a facsimile thereof in accordance with the instructions in the Letter of
Transmittal, and mail or deliver the Letter of Transmittal or such facsimile
with his certificates for the tendered Shares if such Shareholder has been
issued physical certificates, signature guarantees for all Shareholders
tendering uncertificated Shares, a check or money order for an amount equal to
the number of Shares which you wish to tender multiplied by $0.17, and any other
required documents to the Depositary, or (2) request his broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
him. Shareholders having Shares registered in the name of a broker, dealer,
commercial bank, trust company or other nominee are urged to contact such
broker, dealer, commercial bank, trust company or other nominee if they desire
to tender Shares so registered.
Questions and requests for assistance may be directed to the Depositary in the
manner set forth on page 14 of this Offer. Requests for additional copies of
this Offer and the Letter of Transmittal may also be directed to the Information
Agent.
February 23, 1998
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
Introduction.................................................................................................... 3
1. Terms of the Offer; Termination Date........................................................................ 3
2. Acceptance for Payment and Payment for Shares; Purchase Fee................................................. 4
3. Procedure for Tendering Shares.............................................................................. 5
4. Rights of Withdrawal........................................................................................ 7
5. Source and Amount of Funds; Effect of the Offer............................................................. 7
6. Purpose of the Offer........................................................................................ 9
7. NAV and Market Price Range of Shares; Dividends............................................................. 10
8. Federal Income Tax Consequences of the Offer................................................................ 10
9. Certain Information Concerning the Fund and the Fund's Investment Manager................................... 11
10. Interest of Directors and Officers; Transactions and Arrangements Concerning the Shares..................... 12
11. Certain Legal Matters; Regulatory Approvals................................................................. 12
12. Certain Conditions of the Offer............................................................................. 12
13. Fees and Expenses........................................................................................... 13
14. Miscellaneous............................................................................................... 13
15. Contacting the Depositary and the Information Agent......................................................... 13
</TABLE>
2
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To the Shareholders of Common Stock of FIDELITY ADVISOR EMERGING ASIA FUND, INC.
INTRODUCTION:
The Fidelity Advisor Emerging Asia Fund, Inc., a Maryland corporation (the
"Fund") registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), as a closed-end, non-diversified management investment company,
hereby offers to purchase up to 10%, or 760,238 shares (the "Offer Amount"), of
its Common Stock, par value $0.001 per share (the "Shares"), at a price per
Share, net to the seller in cash, equal to the net asset value in U.S. dollars
("NAV") per share as of 5:00 p.m., New York City time, on March 27, 1998, or
such later date to which the Offer is extended (the "Termination Date"), upon
the terms and subject to the conditions set forth in this Issuer Tender Offer
Statement and in the related Letter of Transmittal (which together constitute
the "Offer"). The Fund has mailed materials to record holders on or about
February 20, 1998, for the Offer.
THIS OFFER IS BEING OFFERED TO ALL SHAREHOLDERS OF THE FUND AND IS NOT
CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT ARE SUBJECT TO
OTHER CONDITIONS AS OUTLINED HEREIN AND IN THE LETTER OF TRANSMITTAL.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
AND IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY FIDELITY
ADVISOR EMERGING ASIA FUND, INC. THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR
EXECUTIVE OFFICER OF THE FUND INTENDS TO TENDER ANY SHARES PURSUANT TO THE
OFFER.
As of January 30, 1998, there were outstanding 7,602,384 shares issued and
outstanding, and the Net Asset Value ("NAV") per share was $10.31. The Fund does
not expect that the number of shares issued and outstanding will be materially
different on the Termination Date. Shareholders may contact D.F. King & Co.,
Inc., the Fund's Information Agent at (800) 735-3107 to obtain current NAV
quotations for the Shares.
Any Shares acquired by the Fund pursuant to the Offer will become treasury
Shares and will be available for issuance by the Fund without further
Shareholder action (except as required by applicable law). Tendering
Shareholders will not be obligated to pay brokerage fees or commissions or,
subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the
purchase of Shares by the Fund; however, the Shareholders will be charged a
Purchase Fee and may be subject to other transaction costs, as described in
Section 1.
1. TERMS OF THE OFFER; TERMINATION DATE. Upon the terms and subject to the
conditions set forth in the Offer, the Fund will accept for payment, and pay
for, up to 10% of the issued and outstanding Shares validly tendered on or prior
to 5:00 p.m., New York City time, on March 27, 1998, or such later date to which
the Offer is extended (the "Termination Date"), and not withdrawn as permitted
by Section 4.
If the number of Shares properly tendered and not withdrawn prior to the
Termination Date is less than or equal to the Offer Amount, the Fund will, upon
the terms and conditions of the Offer, purchase all Shares so tendered. If more
Shares than the Offer Amount are properly tendered and not withdrawn prior to
the Termination Date, the Fund will purchase the Offer Amount on a pro rata
basis, provided, however, that (i) the Fund will accept, before prorating Shares
tendered by others, all Shares tendered by any Shareholder who owns,
beneficially or of record, an aggregate of not more than 99 Shares and who
tenders all such Shares by means of the Letter of Transmittal tendered by or on
behalf of that Shareholder, and (ii) the Fund will accept, by lot, after
accepting all tenders of Shares that are not tendered in the following manner,
Shares tendered by any Shareholder who tenders all Shares owned by such
Shareholder and who makes an election on the Letter of Transmittal to have the
Fund accept (a) all or none or (b) a minimum amount or none of the Shares
tendered by such Shareholder (both (a) and (b) a "Conditional Tender").
Shareholders who own 99 Shares or less and wish to tender all Shares owned
beneficially or of record should consider the relative costs of tendering Shares
at NAV pursuant to the Offer (the purchase fee (the "Purchase Fee") in an amount
equal to the number of each Shareholder's Shares which are tendered and accepted
multiplied by $0.17 and the Conditional and Odd Lot Tender Fee described below)
or selling Shares at the market price with the
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associated transaction costs. Shareholders who own more than 99 Shares should
consider the relative costs of tendering Shares at NAV pursuant to the Offer
that may be subject to proration (the Purchase Fee and the Conditional and Odd
Lot Tender Fee) or selling either all or a prorated number of Shares at the
market price with the associated transaction costs. Such Shareholders may wish
to consider tendering either all or none or a minimum number or none of their
Shares as described above. Shareholders making a Conditional Tender who are
tendering through a broker dealer, commercial bank, trust company or other
nominee ("Nominee Holders") should consider that Nominee Holders will be charged
a $30.00 processing fee by the Book-Entry Transfer Facility (the "Conditional
and Odd Lot Tender Fee") at the time Shares are tendered. This processing fee
may be charged to the account of tendering Shareholders by Nominee Holders, at
their discretion. Book-Entry Transfer Facility fees for processing Conditional
Tenders will not be paid by the Fund. The Fund's March 31, 1997 Repurchase Offer
(the "Repurchase Offer"), conducted under similar terms to this Offer, resulted
in the tender of 844,709.422, or 10% of the 8,447,093 shares issued and
outstanding at the time of that Repurchase Offer. The Fund repurchased
approximately 17.92% of the shares tendered by each tendering shareholder who
participated in the Repurchase Offer and did not tender either 99 shares or less
or subject to a Conditional Tender. There can be no assurance this Offer will
yield similar results.
The Fund expressly reserves the right, in its sole discretion, at any time or
from time to time, to extend the period of time during which the Offer is open
by giving oral or written notice of such extension to the Depositary. Any such
extension will also be publicly announced by press release issued no later than
9:00 A.M., New York City time, on the next business day after the previously
scheduled Termination Date. If the Fund makes a material change in the terms of
the Offer or the information concerning the Offer, or if it waives a material
condition of the Offer, the Fund will extend the Offer to the extent required by
Rules 13e-4(d)(2) and 13e-4(e)(2) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). During any extension, all Shares previously
tendered and not withdrawn will remain subject to the Offer, subject to the
right of a tendering Shareholder to withdraw his Shares.
Subject to the terms and conditions of the Offer, the Fund will pay the
consideration offered or return the tendered securities promptly after the
termination or withdrawal of the Offer. Any extension, delay, termination, or
amendment will be followed as promptly as practicable by public announcement
thereof, such announcement, in the case of an extension, to be issued no later
than 9:00 A.M., New York City time, on the next business day after the
previously scheduled Termination Date.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES; PURCHASE FEE. Upon the terms
and subject to the conditions of the Offer, the Fund will accept for payment,
and will pay for, Shares validly tendered on or before the Termination Date and
not properly withdrawn in accordance with Section 4 as soon as practicable after
the Termination Date. In all cases, payment for Shares tendered and accepted for
payment pursuant to the Offer will be made only after timely receipt by the
Depositary of certificates for such Shares (unless such Shares are held in
uncertificated form), a properly completed and duly executed Letter of
Transmittal (or facsimile thereof), and any other documents required by the
Letter of Transmittal. The Fund expressly reserves the right, in its sole
discretion, to delay the acceptance for payment of, or payment for, Shares, in
order to comply, in whole or in part, with any applicable law.
For purposes of the Offer, the Fund will be deemed to have accepted for payment
Shares validly tendered and not withdrawn as, if and when the Fund gives oral or
written notice to the Depositary of its acceptance for payment of such Shares
pursuant to the Offer. Payment for Shares accepted for payment pursuant to the
Offer will be made by deposit of the aggregate purchase price therefor with the
Depositary, which will act as agent for the tendering Shareholders for purpose
of receiving payments from the Fund and transmitting such payments to the
tendering Shareholders. Under no circumstances will interest on the purchase
price for Shares be paid, regardless of any delay in making such payment.
If any tendered Shares are not accepted for payment pursuant to the terms and
conditions of the Offer for any reason, or are not paid because of an invalid
tender, or if certificates are submitted for more Shares than are tendered (i)
certificates for such unpurchased Shares will be returned, without expense to
the tendering Shareholder, as soon as practicable following expiration or
termination of the Offer, (ii) Shares delivered pursuant to the Book-Entry
Delivery Procedures will be credited to the appropriate account maintained
within the appropriate Book-Entry
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Transfer Facility, (iii) uncertificated Shares held by the Fund's transfer agent
pursuant to the Fund's dividend reinvestment plan will be returned to the
dividend reinvestment plan account maintained by the transfer agent, and (iv) an
amount equal to $0.17 per such unpurchased Share will be returned to the
tendering Shareholder.
If the Fund is delayed in its acceptance for payment of, or in its payment for,
Shares, or is unable to accept for payment or pay for Shares pursuant to the
Offer for any reason, then, without prejudice to the Fund's rights under this
Offer, the Depositary may, on behalf of the Fund, retain tendered Shares, and
such Shares may not be withdrawn unless and except to the extent tendering
Shareholders are entitled to withdrawal rights as described in Section 4.
The purchase price of the Shares will be their NAV at 5:00 p.m., New York City
time, on March 27, 1998, or such later date to which the Offer is extended (the
"Pricing Date"). Each Shareholder tendering pursuant to the Offer will be
subject to a purchase fee in an amount equal to the number of Shares which such
Shareholder wishes to tender multiplied by $0.17, but subject to change at the
sole discretion of the Fund's Investment Manager, which will be paid to the Fund
and is reasonably intended to compensate the Fund for expenses directly related
to the Offer. Shareholders tendering through a Nominee Holder will be required
to pay the Purchase Fee through their Nominee Holder and may also be subject to
the Conditional and Odd Lot Tender Fee which will be deducted by the Nominee
Holder. Nominee Holders will be required to pay a Purchase Fee in an amount
equal to the number of Shares tendered by such Nominee Holder on behalf of its
clients multiplied by $0.17. Each other Shareholder must submit a check or money
order for an amount equal to the number of Shares which such Shareholder wishes
to tender multiplied by $0.17 to the Depositary at the time Shares are
transferred to pay the amount of the Purchase Fee. With respect to any Shares
tendered but not accepted, an amount equal to $0.17 per such Share will be
returned to the Shareholder or Nominee Holder tendering such Shares, as
appropriate. Except for the Purchase Fee, and the Conditional and Odd Lot Tender
Fee, tendering Shareholders will not be obliged to pay brokerage commissions,
fees, or except in the circumstances set forth in Instruction 6 of the Letter of
Transmittal, transfer taxes on the purchase of Shares by the Fund.
The Fund normally calculates the NAV of its Shares each Friday at the close of
regular trading on the NYSE. On January 30, 1998, the NAV was $10.31 per Share.
The Shares are listed on the NYSE. On January 30, 1998, the last sales price at
the close of regular trading on the NYSE was $9.8125 per Share. Until the
Termination Date, the NAV of the Fund's Shares will be available daily through
the Fund's Information Agent at (800) 735-3107.
3. PROCEDURE FOR TENDERING SHARES. Shareholders having Shares that are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee should contact such firm if they desire to tender their Shares.
For a Shareholder validly to tender Shares pursuant to the Offer, (a)(i) a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof), together with any required signature guarantees, payment of the
Purchase Fee and any other documents required by the Letter of Transmittal, must
be transmitted to and received by the Depositary at one of its addresses set
forth on page 14 of this Offer, and (ii) either the certificate for Shares must
be transmitted to and received by the Depositary at one of its addresses set
forth on page 14 of this Offer, or the tendering Shareholder must comply with
the Book-Entry Delivery Procedure set forth in this Section 3, or (b)
Shareholders must comply with the Guaranteed Delivery Procedure set forth in
this Section 3, in all cases prior to the Termination Date. Those Shareholders
who tender less than all of their Shares must include in the Letter of
Transmittal (or facsimile thereof) a representation stating that such
Shareholder is tendering less than all, but at least 20%, of the Shares owned by
such Shareholder or attributed to them under Section 318 of the Internal Revenue
Code (the "Code"), pursuant to the Offer. There may be tax consequences to a
tendering Shareholder who tenders less than all Shares owned by such Shareholder
as described in Section 8.
The Fund's transfer agent holds Shares in uncertificated form for certain
Shareholders pursuant to the Fund's dividend reinvestment plan. Shareholders may
tender all such uncertificated Shares by completing the appropriate section of
the Letter of Transmittal or Notice of Guaranteed Delivery.
Signatures on Letters of Transmittal must be guaranteed by a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc. (the "NASD"), or by a commercial bank or trust company
having an office, branch or agency in the United States (each an "Eligible
Institution") unless (i) the Letter of Transmittal is signed by the registered
holder of the Shares tendered, including those Shareholders who are
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<PAGE> 6
participants in a Book-Entry Transfer Facility and whose name appears on a
security position listing as the owner of the Shares, but excluding those
registered Shareholders who have completed either the "Special Payment
Instructions" box or the "Special Delivery Instructions" box on the Letter of
Transmittal, or (ii) such Shares are tendered for the account of an Eligible
Institution. In all other cases, all signatures on the Letter of Transmittal
must be guaranteed by an Eligible Institution. See Instruction 5 of the Letter
of Transmittal for further information.
To prevent United States federal income tax backup withholding on payments made
for the purchase of Shares purchased pursuant to the Offer, a Shareholder who
does not otherwise establish an exemption from such backup withholding must
provide the Depositary with his correct taxpayer identification number and
certify that he is not subject to backup withholding by completing the
Substitute Form W-9 included with the Letter of Transmittal. Foreign
Shareholders who have not previously submitted a Form W-8 to the Fund must do so
in order to avoid backup withholding. If the Fund's purchase of Shares were
treated as a dividend rather than an exchange with respect to a tendering
Shareholder, such Shareholder may be subject to backup withholding if the
Internal Revenue Service so advised the Fund, or if such Shareholder failed to
certify that such Shareholder is not subject to backup withholding. See
Section 8.
All questions as to the validity, form, eligibility (including time of receipt)
and acceptance for payment of any tender of Shares will be determined by the
Fund, in its sole discretion, which determination shall be final and binding.
The Fund reserves the absolute right to reject any and all tenders of Shares it
determines not to be in proper form or the acceptance for payment of which may,
in the opinion of its counsel, be unlawful. The Fund also reserves the absolute
right to waive any of the conditions of the Offer or any defect or irregularity
in the tender of any Shares. No tender of Shares will be deemed to have been
validly made until all defects and irregularities have been cured or waived.
Neither the Fund, the Fund's Investment Manager, the Fund's Investment Adviser,
the Information Agent, the Depositary, nor any other person shall be under any
duty to give notification of any defects or irregularities in tenders, nor shall
any of the foregoing incur any liability for failure to give any such
notification. The Fund's interpretation of the terms and conditions of the Offer
(including the Letter of Transmittal and instructions thereto) will be final and
binding.
Payment for Shares tendered and accepted for payment pursuant to the Offer will
be made, in all cases, only after timely receipt of (i) certificates for such
Shares by the Depositary or book-entry confirmation of delivery of such Shares
to the account of the Depositary, (ii) a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) for such Shares, (iii) payment for
the Purchase Fee and (iv) any other documents required by the Letter of
Transmittal. The tender of Shares pursuant to any of the procedures described in
this Section 3 will constitute an agreement between the tendering Shareholder
and the Fund upon the terms and subject to the conditions of the Offer.
THE METHOD OF DELIVERY OF ALL REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF
EACH TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
BOOK-ENTRY DELIVERY PROCEDURE
The Depositary will establish accounts with respect to the Shares at the
Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of
the Offer within two business days after the date of this Offer. Any financial
institution that is a participant in any of the Book-Entry Transfer Facility's
systems may make delivery of tendered Shares by (i) causing such Book-Entry
Transfer Facility to transfer such Shares into the Depositary's account in
accordance with such Book-Entry Transfer Facility's procedure for such transfer
and (ii) causing a confirmation of receipt of such delivery to be received by
the Depositary. The Book-Entry Transfer Facility may charge the account of such
financial institution for tendering Shares on behalf of Shareholders.
Notwithstanding that delivery of Shares may be properly effected in accordance
with this Book-Entry Delivery Procedure, the Letter of Transmittal (or facsimile
thereof), with signature guarantee, if required, and all other documents
required by the Letter of Transmittal must be transmitted to and received by the
Depositary at the appropriate address set forth on page 14 of this Offer before
the Termination Date, or the tendering Shareholder must comply with the
Guaranteed Delivery Procedure set forth below. DELIVERY OF DOCUMENTS TO A
BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER
FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY FOR
PURPOSES OF THIS OFFER.
6
<PAGE> 7
GUARANTEED DELIVERY PROCEDURE
If certificates for Shares are not immediately available or time will not permit
the Letter of Transmittal and other required documents to reach the Depositary
prior to the Termination Date, Shares may be properly tendered provided that (i)
such tenders are made by or through an Eligible Institution and (ii) the
Depositary receives, prior to the Termination Date, a properly completed and
duly executed Notice of Guaranteed Delivery substantially in the form provided
by the Fund (delivered by hand, mail, telegram, telex or facsimile transmission)
and (iii) the certificates for all tendered Shares, or confirmation of the
delivery of Shares delivered into the Depositary's account in accordance with
such Book-Entry Transfer Facility's procedure for such transfer, together with a
properly completed and duly executed Letter of Transmittal and any other
documents required by the Letter of Transmittal, are received by the Depositary
within three business days after the Termination Date (the "Guaranteed Delivery
Deadline").
4. RIGHTS OF WITHDRAWAL. Tenders of Shares made pursuant to the Offer may be
withdrawn at any time prior to the Termination Date, unless the Offer is
extended. After the Termination Date or the date to which the Offer is extended,
whichever is later, all tenders made pursuant to the Offer are irrevocable.
To be effective, a written, telegraphic, telex or facsimile transmission notice
of withdrawal must be timely received by the Depositary at one of its addresses
set forth on page 14 of this Offer. Any notice of withdrawal must specify the
name of the person who executed the particular Letter of Transmittal or Notice
of Guaranteed Delivery, the number of Shares to be withdrawn, and the names in
which the Shares to be withdrawn are registered. Any signature on the notice of
withdrawal must be guaranteed by an Eligible Institution. If certificates have
been delivered to the Depositary, the name of the registered holder and the
serial numbers of the particular certificates evidencing the Shares withdrawn
must also be furnished to the Depositary. If Shares have been delivered pursuant
to the Book-Entry Delivery Procedure set forth in Section 3, any notice of
withdrawal must specify the name and number of the account at the appropriate
Book-Entry Transfer Facility to be credited with the withdrawn Shares (which
must be the same name, number, and Book-Entry Transfer Facility from which the
Shares were tendered), and must comply with the procedures of that Book-Entry
Transfer Facility.
All questions as to the form and validity, including time of receipt, of any
notice of withdrawal will be determined by the Fund, in its sole discretion,
which determination shall be final and binding. Neither the Fund, the Fund's
Investment Manager, the Fund's Investment Adviser, the Information Agent, the
Depositary, nor any other person shall be under any duty to give notification of
any defects or irregularities in any notice of withdrawal, nor shall any of the
foregoing incur any liability for failure to give such notification. Any Shares
properly withdrawn will be deemed not to have been validly tendered for purposes
of the Offer. However, withdrawn Shares may be rendered by following the
procedures described in Section 3 at any time prior to the Termination Date.
If the Fund is delayed in its acceptance for payment of Shares, or is unable to
accept for payment Shares tendered pursuant to the Offer, for any reason, then,
without prejudice to the Fund's rights under this Offer, the Depositary may, on
behalf of the Fund, retain tendered Shares, and such Shares may not be withdrawn
except to the extent that tendering Shareholders are entitled to withdrawal
rights as set forth in this Section 4.
5. SOURCE AND AMOUNT OF FUNDS; EFFECT OF THE OFFER. The actual cost to the Fund
cannot be determined at this time because the number of Shares to be purchased
will depend on the number tendered, and the price will be based on the NAV per
Share on the Pricing Date. If the NAV per Share on the Pricing Date were the
same as the NAV per Share on January 30, 1998, and if 10% of the outstanding
Shares are purchased pursuant to the Offer, the estimated cost to the Fund would
be approximately $7,838,054 million. See "Pro Forma Capitalization" table below.
The monies to be used by the Fund to purchase Shares pursuant to the Offer will
be obtained from cash and from sales of securities in the Fund's investment
portfolio or from borrowings, if deemed appropriate by the Fidelity Management &
Research Company (the "Investment Manager") and Fidelity International
Investment Advisors (the "Investment Adviser"), or a combination of the two.
THE OFFER MAY HAVE CERTAIN ADVERSE CONSEQUENCES FOR TENDERING AND NON-TENDERING
SHAREHOLDERS.
7
<PAGE> 8
Effect on NAV and Consideration Received by Tendering Shareholders. If the Fund
is required to sell a substantial amount of portfolio securities to raise cash
to finance the Offer, the market prices of the Fund's portfolio securities, and
hence the Fund's NAV, may decline. If such a decline occurs, the Fund cannot
predict what its magnitude might be or whether such a decline would be temporary
or continue to or beyond the Termination Date. Because the price per Share to be
paid in the Offer will be dependent upon NAV per Share as determined on the
Termination Date, if such a decline continued to the Termination Date, the
consideration received by tendering Shareholders would be reduced. In addition,
the sale of portfolio securities will cause increased brokerage and related
transaction expenses, and the Fund may receive proceeds from the sale of
portfolio securities less than their valuations by the Fund. Accordingly,
because of the Offer, the Fund's NAV per Share may decline more than it
otherwise might, thereby reducing the amount of proceeds received by tendering
Shareholders and the value per Share for non-tendering Shareholders.
The Fund will sell portfolio securities during the pendency of the Offer to
raise cash for the purchase of Shares. Thus, during the pendency of the Offer,
and possibly for a short time thereafter, the Fund will hold a greater than
normal percentage of its net assets in cash and cash equivalents. The Fund is
required by law to pay for tendered Shares it accepts for payment promptly after
the Termination Date of this Offer. Because the Fund will not know the number of
Shares tendered until the Termination Date, the Fund will not know until the
Termination Date the amount of cash required to pay for such Shares. If on or
prior to the Termination Date the Fund does not have, or believes it is unlikely
to have, sufficient cash to pay for all Shares tendered, it may extend the Offer
to allow additional time to sell portfolio securities and raise sufficient cash.
Recognition of Capital Gains. As noted, the Fund will likely be required to sell
portfolio securities pursuant to the Offer. If the Fund's tax basis for the
securities sold is less than the sale proceeds, the Fund will recognize capital
gains. The Fund would expect to distribute any such gains to Shareholders of
record (reduced by net capital losses realized during the fiscal year, if any,
and available capital loss carryforwards) following the end of the Fund's fiscal
year on October 31st. This recognition and distribution of gains, if any, would
have two negative consequences: first, Shareholders at the time of a declaration
of distributions would be required to pay taxes on a greater amount of capital
gain distributions than otherwise would be the case; and second, to raise cash
to make the distributions, the Fund might need to sell additional portfolio
securities, thereby possibly being forced to realize and recognize additional
capital gains. It is impossible to predict what the amount of unrealized gains
or losses would be in the Fund's portfolio at the time that the Fund is required
to liquidate portfolio securities (and hence the amount of capital gains or
losses that would be realized and recognized). As of December 31, 1997, there
was unrealized depreciation of over $18 million in the Fund's portfolio as a
whole, and as of October 31, 1997, there were no capital loss carryforwards that
for tax purposes could offset some or all of any gains actually realized.
In addition, some of the distributed gains may be realized on securities held
for one year or less, which would generate income taxable to the Shareholders at
ordinary income rates. This could adversely affect the Fund's performance.
Tax Consequences of Repurchases to Shareholders. The Fund's purchase of tendered
Shares pursuant to the Offer will have tax consequences for tendering
Shareholders and may have tax consequences for non-tendering Shareholders. See
Section 8, "Federal Income Tax Consequences," below.
Higher Expense Ratio and Less Investment Flexibility. If the Fund purchases a
substantial number of Shares pursuant to the Offer, the net assets of the Fund
would be reduced accordingly. The reduced net assets of the Fund as a result of
the Offer will result in a higher expense ratio for the Fund, and possibly in
less investment flexibility for the Fund, depending on the number of Shares
repurchased.
Greater Percentage of Illiquid and Restricted Securities in Portfolio. As of
February 10, 1998, illiquid and restricted portfolio securities, those that
cannot be disposed of promptly and in the usual course of business without
taking a reduced price, comprised approximately 11.5% of the Fund's total
assets. To meet the cash requirements for the Offer, the Fund will be required
to liquidate a substantial portion of its liquid portfolio securities. As a
result, illiquid and restricted securities are likely to comprise a greater
percentage of the Fund's portfolio after the Offer than is currently the case.
If 10% of the Fund's Shares were tendered pursuant to the Offer, the percentage
8
<PAGE> 9
of the Fund's total assets represented by illiquid and restricted securities
after the conclusion of the Offer could be as high as approximately 12.8%.
Possible Proration. If greater than 10% of the Fund's Shares are tendered
pursuant to the Offer, the Fund would be required to purchase Shares tendered on
a pro rata basis, subject to certain exceptions described in Section 1.
Accordingly, Shareholders cannot be assured that all of their tendered Shares
will be repurchased.
Pro Forma Affects on Capitalization. The following table sets forth the net
assets of the Fund as of December 31, 1998, adjusted to give effect to the Offer
(excluding expenses and the Purchase Fee), and assuming the Fund repurchases 10%
of its outstanding Shares:
PRO FORMA CAPITALIZATION(1)
<TABLE>
<CAPTION>
Adjustment for
As of January 30, Purchase at $10.31 Pro Forma As
1998 Per Share(2) Adjusted
----------------- ------------------- --------------
<S> <C> <C> <C>
Total net assets..................... $78,344,479.79 7,838,053.78 $70,506,426.01
Shares outstanding................... 7,602,384 760,238 6,842,146
NAV per Share(3) $ 10.31 $ 10.31 $ 10.31
</TABLE>
- ------------------
(1) This table assumes purchase by the Fund of 760,238 Shares, equal to 10% of
the Fund's outstanding Shares.
(2) This amount represents the Fund's NAV per Share as determined on January 30,
1998. Shares tendered pursuant to the Offer will be purchased at NAV on the
Pricing Date, which may be more or less than $10.31 per Share, and the pro forma
NAV per Share also may be more or less.
(3) The NAV per Share of the Fund is normally determined each Friday that the
NYSE is open, as of the close of regular trading on the NYSE, and is determined
by dividing the total net assets of the Fund by the number of Shares
outstanding.
6. PURPOSE OF THE OFFER. At the Fund's inception, the Board of Directors
recognized the possibility that the Fund's Shares might trade at a discount to
the NAV and determined that it would be in the best interests of Shareholders to
attempt to reduce or eliminate that discount. As stated in the Fund's
Prospectus, dated March 31, 1994 (the "Prospectus"), the Board determined that
annual tender offers for shares of the Fund's common stock might help reduce any
market discount that may develop, and committed to the Fund to conduct an annual
tender offer beginning in 1997 for up to 10% of the Fund's issued and
outstanding Shares, if, for a twelve-week period preceding the tender offer the
Fund's average share price was below $15 and the average share price represented
a discount to NAV of 10% or more calculated on the last trading day of each of
the twelve weeks. Those conditions have been met and the Board has determined to
effect this Offer under Section 13e-4 of the Exchange Act.
Any Shares acquired by the Fund pursuant to the Offer will become treasury
Shares and will be available for issuance by the Fund without further
Shareholder action (except as required by applicable law or the rules of
national securities exchanges on which the Shares are listed).
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR THE INVESTMENT MANAGER NOR THE
INVESTMENT ADVISER MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO
TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH SHAREHOLDER'S SHARES AND
NONE OF SUCH PERSONS HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION.
SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER,
CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICE
OR PRICES.
9
<PAGE> 10
7. NAV AND MARKET PRICE RANGE OF SHARES; DIVIDENDS. The Shares are traded on the
NYSE. During each fiscal quarter of the Fund during the past two fiscal years,
the High and Low NAV, and High, Low and Closing (as of 5:00 p.m. on the last day
of each of the Fund's fiscal quarters) Market Price, per Share were as follows:
<TABLE>
<CAPTION>
Fiscal Quarter Ended NAV Market Price
- -------------------- --- ------------
High Low Close High Low Close
------ ------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
April 30, 1996 $16.59 $14.91 $16.55 $14.750 $13.250 $14.375
July 31, 1996 $16.72 $15.40 $15.49 $14.500 $13.125 $13.250
October 31, 1996 $16.29 $15.68 $15.94 $14.125 $13.375 $13.750
January 31, 1996 $17.32 $15.97 $16.86 $15.000 $13.750 $14.625
April 30, 1997 $17.05 $15.76 $15.92 $14.475 $13.375 $13.375
July 31, 1997 $17.90 $15.92 $17.90 $14.875 $13.375 $14.375
October 31, 1997 $17.86 $10.92 $11.59 $14.313 $ 9.500 $ 9.750
January 30, 1998 $12.27 $ 8.44 $10.31 $10.563 $ 7.750 $ 9.813
</TABLE>
IT IS ANTICIPATED THAT NO CASH DIVIDEND WILL BE DECLARED BY THE BOARD OF
DIRECTORS WITH A RECORD DATE OCCURRING BEFORE THE EXPIRATION OF THE OFFER AND
THAT, ACCORDINGLY, HOLDERS OF SHARES PURCHASED PURSUANT TO THE OFFER WILL NOT
RECEIVE ANY SUCH DIVIDEND WITH RESPECT TO SUCH SHARES. THE AMOUNT AND FREQUENCY
OF DIVIDENDS IN THE FUTURE WILL DEPEND ON CIRCUMSTANCES EXISTING AT THAT TIME.
8. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFER. The tender offer plan described
in the Prospectus contemplates that a Shareholder wishing to accept the tender
offer must tender all (but not less than all) of the Shares owned by such
Shareholder or attributed to it under Section 318 of the Code, unless the Fund
has received a ruling from the Internal Revenue Service, or an opinion of
counsel, that a tender of less than all of a Shareholder's Shares will not cause
non-tendering Shareholders to realize constructive distributions on their
Shares. Based on the assumption that a Shareholder wishing to accept the Offer
will be required to tender at least 20% of the Shares owned by such Shareholder
or attributed to them under Section 318 of the Code, it is the opinion of Roger
& Wells, tax counsel to the Fund, that Shareholders who do not tender Shares
will not realize constructive distributions on their Shares as a result of the
participation by other Shareholders in the Offer. Each Shareholder who tenders
at least 20% of the shares of common stock owned by such Shareholder or
attributed to it under Section 318 of the Code, that is held by such Shareholder
as a capital asset, will realize capital gain or loss on the tender equal to the
difference between the price paid by the Fund for the Shares purchased in the
Offer and the Shareholder's adjusted basis in such Shares, if such Shareholder's
proportionate interest in the common stock of the Fund, including stock
attributed to the Shareholder under Section 318 of the Code, is reduced as a
result of such tender. No opinion, however, has been rendered with respect to
any Shareholder tendering common stock in the Fund whose proportionate interest
in the common stock of the Fund, including stock attributed under Section 318 of
the Code, immediately after the tender is 5% or more. Such Shareholders are
advised to consult their own tax advisers with respect to the specific tax
consequences to them of participation in the Offer.
In the unlikely event that a tendering Shareholder's proportionate
interest in the common stock of the Fund, including stock attributed to the
Shareholder under Section 318 of the Code, is not reduced as a result of the
tender, such Shareholder will be deemed to receive a distribution from the Fund
equal to the amount of the price paid by the Fund for the Shares purchased in
the Offer. Such deemed distribution will be treated as a dividend to the extent
of the Fund's current and accumulated earnings and profits. To the extent that
such deemed distribution exceeds the Fund's current and accumulated earnings and
profits, it will reduce the tendering Shareholder's adjusted basis in its
Shares. The amount by which such deemed distribution (not treated as a dividend)
exceeds the Shareholder's adjusted basis will be a capital gain in the hands of
the shareholder.
Foreign Shareholders. Any payments to a tendering Shareholder who is a
nonresident alien individual, a foreign trust or estate or a foreign corporation
that does not hold his, her or its shares in connection with a trade or business
conducted in the United States (a "foreign Shareholder") that are treated as
dividends for U.S. Federal income tax purposes under the rules set forth above,
will be subject to U.S. withholding tax at the rate of 30% (unless a reduced
rate applies under an applicable tax treaty). A tendering foreign Shareholder
who realizes a
10
<PAGE> 11
capital gain on a tender of Shares will not be subject to U.S. Federal income
tax on such gain, unless the shareholder is an individual who is physically
present in the United States for 183 days or more and certain other conditions
are satisfied. Such persons are advised to consult their own tax advisers.
Special rules may apply in the case of foreign Shareholders (i) that are engaged
in a U.S. trade or business, (ii) that are former citizens or residents of the
United States or (iii) that are "controlled foreign corporations", "foreign
personal holding companies', corporations that accumulate earnings to avoid U.S.
Federal income tax, and certain foreign charitable organizations. Such persons
are advised to consult their own tax advisers.
Backup Withholding. The Fund generally will be required to withhold tax
at the rate of 31% ("backup withholding") from any payment to a tendering
Shareholder that is an individual (or certain other non-corporate person) if the
Shareholder fails to provide to the Fund its correct taxpayer identification
number. If the payment by the Fund to any such Shareholder is treated as a
dividend rather than an exchange, backup withholding also will be required with
respect to that payment if the Internal Revenue Service advises the Fund that
the shareholder is subject to backup withholding for prior underreporting of
reportable interest or dividend payments or if the Shareholder fails to certify
that it is not subject thereto. A foreign Shareholder generally will be able to
avoid backup withholding with respect to payments by the Fund that are treated
as made in exchange for tendered Shares only if it furnishes to the Fund a duly
completed Form W-8, signed under penalty of perjury, stating that it (1) is
neither a citizen nor a resident of the United States, (2) has not been and
reasonably does not expect to be present in the United States for a period
aggregating 183 days or more during the calendar year, and (3) reasonably
expects not to be engaged in a trade or business within the United States to
which the gain on sale of the Shares would be effectively connected. Backup
withholding is not an additional tax, and any amounts withheld may be credited
against a Shareholder's U.S. Federal income tax liability.
THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS A SUMMARY INCLUDED FOR
GENERAL INFORMATION PURPOSES ONLY. IN VIEW OF THE INDIVIDUAL NATURE OF TAX
CONSEQUENCES, EACH SHAREHOLDER IS ADVISED TO CONSULT ITS OWN TAX ADVISER WITH
RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO IT OF PARTICIPATION IN THE FUND,
INCLUDING THE EFFECT AND APPLICABILITY OF STATE, LOCAL, FOREIGN, AND OTHER TAX
LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.
9. CERTAIN INFORMATION CONCERNING THE FUND AND THE FUND'S INVESTMENT MANAGER.
The Fund is a closed-end, non-diversified management investment company
organized as a Maryland corporation. The Shares were first issued to the public
on March 25, 1994. As a closed-end investment company, the Fund differs from an
open-end investment company (i.e., a mutual fund) in that it does not redeem its
Shares at the election of a Shareholder and does not continuously offer its
Shares for sale to the public. The Fund's investment objective is long-term
capital appreciation by investing primarily in equity and debt securities of
Asian Emerging Market Issuers.
Fidelity Management & Research Company ("FMR") has been the investment manager
for the Fund since its inception. FMR is a wholly-owned subsidiary of FMR Corp.
FMR Corp. was established in Boston, Massachusetts in 1972 and maintains offices
at 82 Devonshire Street, Boston, Massachusetts, 02109. Fidelity Investments is
the nation's largest mutual fund company and one of the leading providers of
financial services. Fidelity Investments offers investment management,
retirement, brokerage, and shareholder services directly to individuals and
institutions, and through financial intermediaries. The firm also is the No. 1
provider of 401(k) retirement savings plans, the second largest discount
brokerage firm and the third largest provider of 403(b) retirement plans for
not-for-profit institutions in the United States. As of December 31, 1997,
Fidelity Investments had total managed assets of $606.7 billion.
Exhibit A to this Offer contains the Fund's audited financial statements for the
fiscal year ended October 31, 1997.
The Fund is subject to the information and reporting requirements of the
Investment Company Act of 1940 and in accordance therewith is obligated to file
reports and other information with the Commission relating to its business,
financial condition and other matters. The Fund has also filed an Issuer Tender
Offer Statement on Schedule 13E-4 with the Commission. Such reports and other
information should be available for inspection at the public reference room at
the Commission's office 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C., and also should be available for inspection and copying at the following
regional offices of the Commission: Northwestern Atrium
11
<PAGE> 12
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois; 7 World Trade
Center, New York, New York. Copies may be obtained, by mail, upon payment of the
Commission's customary charges, by writing to its principal office at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
10. INTEREST OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING
THE SHARES. Neither the Fund nor any subsidiary of the Fund nor, to the best of
the Fund's knowledge, any of the Fund's officers or directors, or associates of
any of the foregoing, has effected any transaction in Shares during the past 40
business days. Except as set forth in this Offer, neither the Fund, nor, to the
best of the Fund's knowledge, any of the Fund's officers or directors, nor any
of the officers or directors of any of its subsidiaries, is a party to any
contract, arrangement, understanding or relationship with any other person
relating, directly or indirectly to the Offer with respect to any securities of
the Fund, including, but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or the voting of any such
securities, joint ventures, loan or option arrangements, puts or calls,
guaranties of loans, guaranties against loss or the giving or withholding of
proxies, consents or authorizations.
11. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS. The Fund is not aware of any
approval or other action by any government or governmental, administrative or
regulatory authority or agency, domestic or foreign, that would be required for
the acquisition or ownership of Shares by the Fund as contemplated herein.
Should any such approval or other action be required, the Fund presently
contemplates that such approval or other action will be sought. The Fund is
unable to predict whether it may determine that it is required to delay the
acceptance for payment of, or payment for, Shares tendered pursuant to the Offer
pending the outcome of any such matter. There can be no assurance that any such
approval or other action, if needed, would be obtained without substantial
conditions or that the failure to obtain any such approval or other action might
not result in adverse consequences to the Fund's business. The Fund's
obligations under the Offer to accept for payment and pay for Shares are subject
to certain conditions described in Section 12.
12. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the
Offer, the Fund shall not be required to accept for payment or pay for any
Shares, may postpone the acceptance for payment of, or payment for, tendered
Shares, and may, in its reasonable discretion, terminate or amend the Offer as
to any Shares not then paid for if (1) such transactions, if consummated, would
(a) result in delisting of the Fund's Common Stock from the NYSE (the NYSE
having advised the Fund that it would consider delisting if the aggregate market
value of the Fund's outstanding shares is less than $5,000,000, the number of
publicity held shares of Common Stock falls below 600,000 or the number of
roundlot holders falls below 1,200) or (b) impair the Fund's status as a
regulated investment company under the Code (which would make the Fund subject
to U.S. federal income taxes on all of its income and gains in addition to the
taxation of shareholders who receive distributions from the Fund); (2) the
amount of shares of Common Stock tendered would require liquidation of such a
substantial portion of the Fund's securities that the Fund would not be able to
liquidate portfolio securities in an orderly manner in light of the existing
market conditions and such liquidation would have an adverse effect on the net
asset value of the Fund to the detriment of non-tendering shareholders; (3)
there is any (a) in the Board of Directors' judgment, material legal action or
proceeding instituted or threatened challenging such transactions or otherwise
materially adversely affecting the Fund, (b) suspension of or limitation on
prices for trading securities generally on the NYSE or other national securities
exchange(s), or the NASDAQ National Market System, (c) declaration of a banking
moratorium by Federal or state authorities or any suspension of payment by banks
in the United States or New York State, (d) limitation affecting the Fund or the
issuers of its portfolio securities imposed by federal or state authorities on
the extension of credit by lending institutions, (e) commencement of war, armed
hostilities or other international or national calamity directly or indirectly
involving the United States, or (f) in the Board of Directors' judgment, other
event or condition which would have a material adverse effect on the Fund or its
shareholders if tendered Shares were purchased; or (4) the Board of Directors
determines that effecting any such transaction would constitute a breach of
their fiduciary duty owed to the Fund or its shareholders.
The foregoing conditions are for the sole benefit of the Fund and may be
asserted by the Fund regardless of the circumstances (including any action or
inaction by the Fund) giving rise to any such conditions or may be waived by the
Fund in whole or in part at any time and from time to time in its sole
discretion. The failure by the Fund at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right and each such
12
<PAGE> 13
right shall be deemed an ongoing right which may be asserted at any time and
from time to time. Any determination by the Fund concerning the events described
in this Section shall be final and binding on all parties.
A public announcement shall be made of a material change in, or waiver of, such
conditions, and the Offer may, in certain circumstances, be extended in
connection with any such change or waiver.
If the Offer is suspended or postponed, the Fund will provide notice to
Shareholders of such suspension or postponement.
13. FEES AND EXPENSES. The Fund will not pay to any broker or dealer, commercial
bank, trust company or other person any solicitation fee for any Shares
purchased pursuant to the Offer or any Conditional and Odd Lot Tender Fee. The
Fund will reimburse such persons for customary handling and mailing expenses
incurred in forwarding the Offer. No such broker, dealer, commercial bank or
trust company has been authorized to act as the agent of the Fund or the
Depositary for purposes of the Offer.
The Fund has retained State Street Bank and Trust Company to act as Depositary
and D.F. King & Co., Inc., to act as Information Agent. The Depositary and the
Information Agent will each receive reasonable and customary compensation for
their services and will also be reimbursed for certain out-of-pocket expenses
and indemnified against certain liabilities.
14. MISCELLANEOUS. The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the laws
of such jurisdiction. The Fund may, in its sole discretion, take such action as
it may deem necessary to make the Offer in any such jurisdiction.
The Fund is not aware of any jurisdiction in which the making of the Offer or
the acceptance of Shares in connection therewith would not be in compliance with
the laws of such jurisdiction. Consequently, the Offer is currently being made
to all holders of Shares. However, the Fund reserves the right to exclude
Shareholders in any jurisdiction in which it is asserted that the Offer cannot
lawfully be made. So long as the Fund makes a good faith effort to comply with
any state law deemed applicable to the Offer, the Fund believes that the
exclusion of Shareholders residing in such jurisdiction is permitted under Rule
13e-4(f)(9) promulgated under the Exchange Act.
15. CONTACTING THE DEPOSITARY AND THE INFORMATION AGENT. The Letter of
Transmittal, certificates for the Shares and any other required documents should
be sent by each Shareholder of the Fund or his broker-dealer, commercial bank,
trust company or other nominee to the Depositary as set forth below. Facsimile
copies of the Letter of Transmittal will be accepted.
13
<PAGE> 14
EXHIBIT A
To the Shareholders and Board of Directors of Fidelity Advisor Emerging Asia
Fund, Inc.:
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Fidelity Advisor Emerging Asia
Fund, Inc. at October 31, 1997, the results of its operations for the year then
ended, and the changes in its net assets and the financial highlights for the
periods indicated, in conformity with generally accepted accounting principles.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fidelity Advisor Emerging
Asia Fund, Inc.'s management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at October 31, 1997 by correspondence with the
custodian and the application of alternative auditing procedures where
securities purchased were not yet received by the custodian, provide a
reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Boston, Massachusetts
December 8, 1997
A-1
<PAGE> 15
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31,
-------------------------------------------------------
1997 1996 1995 1994(E)
------- -------- -------- --------
<S> <C> <C> <C> <C>
SELECTED PER-SHARE DATA
Net asset value, beginning of period $ 15.94 $ 13.94 $ 16.01 $ 14.10
------- -------- -------- --------
Income from Investment operations
Net investment income(D) .01 .01 .01 .03
Net realized and unrealized gain (loss) (3.94) 2.05 (1.83) 1.97
------- -------- -------- --------
Total from investment operations (3.93) 2.06 (1.82) 2.00
------- -------- -------- --------
Less Distributions
From net investment income (.01) (.01) (.04) --
In excess of net investment income -- (.05) (.09) --
From net realized gain (.41) -- (.10) --
In excess of net realized gain -- -- (.02) --
------- -------- -------- --------
Total distributions (.42) (.06) (.25) --
------- -------- -------- --------
Antidilution resulting from additional
offering of shares -- -- -- .02
------- -------- -------- --------
Offering expenses -- -- -- (.11)
------- -------- -------- --------
Net asset value, end of period $ 11.59(K) $ 15.94 $ 13.94 $ 16.01
======= ======== ======== ========
Market value, end of period $ 9.750 $ 13.750 $ 11.875 $ 15.125
======= ======== ======== ========
TOTAL RETURN(B)
Market value(I) (27.08)% 16.26% (19.94)%(L) 0.83%(H)
Net asset value(C), (M) (25.23)% 14.81% (11.21)%(L) 13.39%(J)
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $88,102 $134,614 $117,754 $135,273
Ratio of expenses to average net assets 1.72% 1.63% 1.68% 1.70%(A)
Ratio of expenses to average net assets after
expense reductions 1.71%(F) 1.63% 1.68% 1.70%(A)
Ratio of net investment income to average net
assets .03% .09% .08% .29%(A)
Portfolio turnover rate 55% 63% 69% 70%(A)
Average commission rate(G) $ .0091 $ .0134 -- --
</TABLE>
(A) Annualized.
(B) Total returns for periods of less than one year are not annualized.
(C) The total net asset value returns would have been lower had certain expenses
not been reduced during the periods shown (see Note 5 of Notes to Financial
Statements).
(D) Net investment income per share has been calculated based on average shares
outstanding during the period.
(E) For the period March 25, 1994 (commencement of operations) to October 31,
1994.
(F) FMR or the fund has entered into varying arrangements with third parties who
either paid or reduced a portion of the fund's expenses (see Note 5 of Notes
to Financial Statements).
(G) For fiscal years beginning on or after September 1, 1995, a fund is required
to disclose its average commission rate per share for security trades on
which commissions are charged. This amount may vary from period to period
and fund to fund depending on the mix of trades executed in various markets
where trading practices and commission rate structures may differ.
(H) Total market value return includes one time sales load of 6% paid in
connection with the initial public offering.
(I) Total market value return reflects the effect of changes in the fund's
market value and assumes dividends and capital gains distributions, if any,
were reinvested.
(J) Total net asset value return does not include the effect of antidilution or
sales loads.
(K) The fund incurred expenses of $.01 per share in connection with its
repurchase offer which were offset by redemption fees collected as part of
the repurchase offer.
(L) The total returns include the effect of a correction to dividend
reinvestment methodology.
(M) Total net asset value returns reflect the effects of changes in the fund's
net asset value and assumes dividends and capital gains distributions, if
any, were reinvested. This percentage is not an indication of the
performance of a shareholders' investment in the fund based on market value
due to differences between the market price of the stock and the net asset
value of the fund.
A-2
<PAGE> 16
STATEMENT OF ASSET AND LIABILITIES
OCTOBER 31, 1997
ASSETS
Investment in securities, at value (cost $104,532,707) --
See accompanying schedule $ 86,581,874
Foreign currency held at value New Taiwan dollars
(cost $104,158) 104,094
Receivable for investments sold 1,877,919
Dividends receivable 78,407
Interest receivable 30,885
Deferred organizational expenses 51,000
------------
TOTAL ASSETS $ 88,724,179
LIABILITIES
Payable for investments purchased $ 212,093
Accrued management fee 108,872
Other payables and accrued expenses 301,568
------------
TOTAL LIABILITIES 622,533
------------
NET ASSETS $ 88,101,646
============
Net Assets consists of:
Paid in capital $104,780,441
Undistributed net investment income 314,886
Accumulated undistributed net realized gain (loss) on
investment and foreign currency transactions 960,172
Net unrealized appreciation (depreciation) on investments
and assets and liabilities in foreign currencies (17,953,853)
------------
NET ASSETS, for 7,602,384 shares outstanding $ 88,101,646
============
NET ASSET VALUE ($88,101,646 (division sign) 7,602,384 shares) $ 11.59
============
A-3
<PAGE> 17
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31, 1997
---------------------------------
<S> <C> <C>
INVESTMENT INCOME
Dividends $ 2,478,119
Interest 266,519
------------
2,744,638
Less foreign taxes withheld (464,541)
------------
TOTAL INCOME 2,280,097
EXPENSES
Management fee
Basic fee $ 1,307,602
Performance adjustment 201,280
Transfer agent fees 14,766
Administrative fees and expenses 261,284
Directors' compensation 67,685
Custodian fees and expenses 268,980
Audit 69,026
Legal 9,750
Amortization of organization expenses 38,250
Miscellaneous 9,856
------------
Total expenses before reductions 2,248,479
Expenses reductions (12,118) 2,236,361
------------ ------------
NET INVESTMENT INCOME 43,736
------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investment securities 1,932,157
Foreign currency transactions (152,661) 1,779,496
------------
Change in net unrealized appreciation (depreciation) on:
Investment securities (31,388,648)
Assets and liabilities in foreign currencies (2,139) (31,390,787)
------------ ------------
NET GAIN (LOSS) (29,611,291)
------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS $(29,567,555)
============
</TABLE>
A-4
<PAGE> 18
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
OCTOBER 31, 1997 OCTOBER 31, 1996
---------------- ----------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
Operations
Net investment income $ 43,736 $ 112,027
Net realized gain (loss) 1,779,496 5,845,507
Change in net unrealized appreciation (depreciation) (31,390,787) 11,409,848
------------ ------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS (29,567,555) 17,367,382
------------ ------------
Distributions to shareholders
From net investment income (43,736) (112,027)
In excess of net investment income (40,735) (394,799)
From net realized gain (3,463,408) --
------------ ------------
TOTAL DISTRIBUTIONS (3,547,779) (506,826)
------------ ------------
Share transactions
Common stock repurchased (13,397,085) --
------------
Repurchase offer expenses (113,869) --
Redemption fees added to paid in capital 113,869 --
------------ ------------
Cost of shares repurchased (13,397,085 --
------------
TOTAL INCREASE (DECREASE) IN NET ASSETS (46,512,419) 16,860,556
NET ASSETS
Beginning of period 134,614,065 117,753,509
------------ ------------
End of period (including under (over) distribution
of net investment income of $314,886 and
$(404,110), respectively) $ 88,101,646 $134,614,065
============ ============
OTHER INFORMATION
Shares repurchased (844,709) --
============ ============
</TABLE>
A-5
<PAGE> 19
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1997
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor Emerging Asia Fund, Inc. (the fund), a Maryland
corporation, is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as a nondiversified closed-end management investment company.
There are 100,000,000 shares of $.001 par value common stock
authorized. During the first calendar quarter of each year, the Board of
Directors of the fund may, under certain circumstances, conduct a repurchase or
tender offer to repurchase a maximum of ten percent of the fund's outstanding
shares of common stock at a price equal to the net asset value per share at the
time of repurchase.
In April 1997, the fund completed a repurchase offer for ten percent of
the fund's outstanding shares. The repurchase offer resulted in the repurchase
of 844,709 shares of the fund's common stock at a net asset value of $15.86 per
share. Such shares are included as authorized but unissued shares of the fund.
The financial statements have been prepared in conformity with
generally accepted accounting principles which permit management to make certain
estimates and assumptions at the date of the financial statements. The following
summarizes the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which quotations are readily
available are valued at the last sale price, or if no sale price, at the closing
bid price in the principal market in which such securities are normally traded.
If events which are expected to materially affect the value of securities occur
after the close of a principal market in which those securities are traded, then
those securities are valued at their fair value as determined in good faith
under consistently applied procedures under the general supervision of the Board
of Directors ("fair value"). Securities (including restricted securities) for
which quotations are not readily available are valued primarily using
dealer-supplied valuations or at their fair value as determined in good faith
under consistently applied procedures under the general supervision of the Board
of Directors. Short-term securities with remaining maturities of sixty days or
less for which quotations are not readily available are valued at amortized cost
or original cost plus accrued interest, both of which approximate current value.
Equity securities that have reached the limit for aggregate foreign ownership
may trade at a premium to the local share price. If the broker-quoted premium is
not readily available as a result of limited share activity, the securities are
valued at the last sale price of the local share in the principal market in
which such securities are normally traded.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S. dollars
at the prevailing rates of exchange at period end. Income receipts and expense
payments are translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions. Purchases and sales of securities are
translated into U.S. dollars at the contractual currency exchange rates
established at the time of each trade.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign currency
contracts, disposition of foreign currencies, and the difference between the
amount of net investment income accrued and the U.S. dollar amount actually
received. The effects of changes in foreign currency exchange rates on
investments in securities are included with the net realized and unrealized gain
or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to U.S.
federal income taxes to the extent that it distributes substantially all of its
taxable income for its fiscal year. The fund may be subject to foreign taxes on
income and gains on investments which are accrued based upon the fund's
understanding of the tax rules and regulations that exist in the markets in
A-6
<PAGE> 20
which it invests. The fund accrues such taxes as applicable. The schedule of
investments includes information regarding income taxes under the caption
"Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date may
have passed, are recorded as soon as the fund is informed of the ex-dividend
date. Non-cash dividends included in dividend income, if any, are recorded at
the fair market value of the securities received. Interest income is accrued as
earned. Investment income is recorded net of foreign taxes withheld where
recovery of such taxes is uncertain.
EXPENSES. The fund incurred organization expenses in connection with
its initial issuance of shares. The organization expenses of $191,250 are being
amortized on a straight-line basis for a five-year period beginning at the
commencement of operations of the fund.
In addition, the fund incurred expenses in connection with its
repurchase offer of approximately $114,000 which were paid by the fund and
charged to paid in capital. All of these expenses were offset by redemption fees
collected as a part of the repurchase offer and were accounted for as an
addition to paid in capital.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date. Certain foreign currency gains (losses) are taxable as
ordinary income and, therefore, increase (decrease) taxable ordinary income
available for distribution.
Pursuant to the fund's Dividend Reinvestment and Cash Purchase Plan
(the Plan), shareholders may elect to have all distributions automatically
reinvested in fund shares. Shareholders who do not participate in the Plan will
receive all distributions in cash paid by check in U.S. dollars. If the market
price per share on the valuation date equals or exceeds net asset value per
share on that date, the fund will issue new shares to participants at net asset
value. If the net asset value is less than 95% of the market price on valuation
date, then shares will be issued at 95% of the market price. The valuation date
will be the dividend or distribution payment date or, if that date is not a New
York Stock Exchange trading date, the next preceding trading date. If the net
asset value exceeds the market price of the fund shares at such time, the Plan
Agent will purchase shares of stock valued at market price on the valuation
date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for foreign
currency transactions, passive foreign investment companies (PFIC) and losses
deferred due to wash sales.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital. Undistributed
net investment income and accumulated undistributed net realized gain (loss) on
investments and foreign currency transactions may include temporary book and tax
basis differences that will reverse in a subsequent period. Any taxable income
or gain remaining at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the basis of
identified cost. The fund invests in new securities offered by some foreign
companies by making applications in the public offering. Either all, or a
portion, of the issue price is paid at the time of the application and recorded
as application money for new issues. Upon allotment, this amount, plus the
remaining amount of issue price, is recorded as cost of investments.
2. OPERATING POLICIES
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated securities. Losses
may arise from changes in the value of the foreign currency or if the
counterparties do not perform under the contracts' terms. The U.S. dollar value
of foreign currency contracts is determined using contractual currency exchange
rates established at the time of each trade. The cost of the foreign currency
contracts is included in the cost basis of the associated investment.
A-7
<PAGE> 21
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with other
affiliated entities of Fidelity Management & Research Company (FMR), may
transfer uninvested cash balances into one or more joint trading accounts. These
balances are invested in one or more repurchase agreements for U.S. Treasury or
Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint Trading
Account, at a bank custodian. The securities are marked-to-market daily and
maintained at a value at least equal to the principal amount of the repurchase
agreement (including accrued interest). FMR, the fund's investment adviser, is
responsible for determining that the value of the underlying securities remains
in accordance with the market value requirements stated above.
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by the
SEC, the fund may invest in the Taxable Central Cash Fund (the Cash Fund)
managed by FMR Texas, Inc., an affiliate of FMR. The Cash Fund is an open-end
money market fund available only to investment companies and other accounts
managed by FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities and
repurchase agreements for these securities. Income distributions from the Cash
Fund are declared daily and paid monthly from net interest income. Income
distributions received by the fund are recorded as interest income in the
accompanying financial statements.
RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from registration or
to the public if the securities are registered. Disposal of these securities may
involve time-consuming negotiations and expense, and prompt sale at an
acceptable price may be difficult. At the end of the period, the fund had no
investments in restricted securities (excluding 144A issues).
3. PURCHASES AND SALES OF INVESTMENTS.
Purchases and sales of securities, other than short-term securities,
aggregated $68,711,005 and $87,892,090, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment manager, FMR receives a fee
that is computed daily at an annual rate of 1.00% of the fund's average net
assets. The fee is subject to a performance adjustment (up to a maximum of .25%
of the fund's average net assets over the performance period) based on the
fund's investment performance as compared to the appropriate index over a
specified period of time. For the period, the management fee was equivalent to
an annual rate of 1.16% of average net assets after the performance adjustment.
FMR and the fund entered into an investment advisory agreement with
Fidelity International Investment Advisors (FIIA), an affiliate of FMR, pursuant
to which FIIA is responsible for the management of the fund's portfolio in
accordance with the fund's investment policies and for making decisions to buy
or sell securities. FMR pays FIIA a portion of its management fee, including any
performance adjustment.
SUB-ADVISER FEE. FIIA, on behalf of the fund, has entered into a
sub-advisory agreement with Fidelity Investments Japan Limited (FIJ), an
affiliate of FMR, to provide advisory services concerning fund assets invested
in Japanese and other securities. FIIA pays FIJ a portion of its fee based on
the assets managed by FIJ.
ADMINISTRATIVE FEE. Fidelity International Limited (FIL), an affiliate
of FMR, has entered into a fund Management Agreement with the fund to provide,
or arrange to provide, administrative services to the fund including maintaining
the fund's accounting records. As the fund's administrative manager, FIL
receives a monthly fee at an annual rate of .20% of the fund's average net
assets. FIL has contracted all of these services to Fidelity Service Co., a
division of FMR.
A-8
<PAGE> 22
5. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion
of the fund's expenses. For the period, the fund's expenses were reduced by
$11,692 under this arrangement.
In addition, the fund has entered into an arrangement with its
custodian whereby credits realized as a result of uninvested cash balances were
used to reduce a portion of the fund's expenses. During the period, the fund's
custodian fees were reduced by $426 under this arrangement.
A-9
<PAGE> 23
INVESTMENTS OCTOBER 31, 1997
<TABLE>
<CAPTION>
SHARES VALUE (NOTE 1)
------ --------------
<S> <C> <C>
HONG KONG - 37.6%
Cheung Kong Holdings Ltd. 574,000 $ 3,991,268
China Light & Power Co. Ltd. 574,000 3,022,225
China Telecom Ltd. (a) 160,000 255,627
China Resources Enterprise Ltd. 190,000 521,087
Citic Pacific Ltd. Ord. 104,000 497,801
Dairy Farm International Holdings Ltd. (SG) 360,000 284,400
Dah Sing Financial Holdings Ltd. 139,600 350,354
Great Eagle Holdings Ltd. 119,695 182,717
Hang Seng Bank Ltd. 402,700 3,503,438
Hong Kong & China Gas Co. Ltd. 1,287,714 2,432,164
Hong Kong Telecommunications Ltd. 2,163,772 4,151,738
Hutchison Whampoa Ltd. Ord. 644,000 4,457,180
JCG Holdings Ltd. 1,220,000 540,556
Jardine Matheson Holdings Ltd. Ord. 131,000 838,400
National Mutual Asia Ltd. 752,000 680,983
New World Development Co. Ltd. 390,609 1,374,459
Sime Darby Hongkong Ltd. 128,000 91,074
Smartone Telecommunications Holdings Ltd. 76,000 167,141
Sun Hung Kai Properties Ltd. 390,000 2,875,809
Swire Pacific Ltd. Class A 231,000 1,234,191
Television Broadcast Ltd. Ord. 155,000 431,113
Wing Hang Bank Ltd. 203,400 523,630
Yue Yuen Industrial Holdings Ltd. 66,000 144,295
-----------
32,551,650
-----------
INDIA - 10.4%
Bharat Petroleum Corp. Ltd. 36,000 431,802
Bajaj Auto Ltd. 12,825 204,194
Digital Equipment Ltd. (a) 63,000 306,768
East India Hotels Ltd. (a) 24,300 261,384
Hindustan Lever Ltd. 44,605 1,537,567
Hindustan Petroleum Corp. Ltd. 33,300 437,435
Housing Development Finance Corp. Ltd. 8,098 682,705
ITC Ltd. 63,000 974,030
Industrial Credit & Investments Corp. Ltd. 142,470 345,887
Mahindra & Mahindra Ltd. (a) 45,000 447,524
Mahanagar Telephone Nigam Ltd. 151,400 1,054,802
Procter & Gamble India Ltd. (a) 9,000 194,608
Reliance Industries Ltd. 58,500 303,363
Reliance Industries Ltd. (New) 58,500 298,133
State Bank of India 100,755 728,984
Tata Engineering & Locomotive Ltd. 48,900 428,464
Videsh Sanchar Nigam Ltd. 15,000 371,389
-----------
9,009,039
-----------
INDONESIA - 4.3%
Astra International PT 205,000 152,327
Gulf Indonesia Resources Ltd. 12,200 256,200
Intikeramik Alamasri Industries TBK PT (a) 650,000 162,500
Lippo Securities PT (a) 1,752,000 182,500
London Sumatra PT 168,000 180,833
PT Bank PAN Indonesia (For. Reg.) 418,000 92,889
</TABLE>
See accompanying notes which are an integral part of the financial statements.
A-10
<PAGE> 24
<TABLE>
<CAPTION>
SHARES VALUE (NOTE 1)
------ --------------
<S> <C> <C>
PT Daya Guma Samudera TBK 114,500 $ 147,896
PT Indosat Class B 115,500 260,677
PT Gudang Garam 186,000 527,000
PT Telkom 1,869,000 1,739,210
-----------
3,702,032
-----------
KOREA (SOUTH) - 3.1%
Korea Electric Power Corp. 54,300 770,891
Lg Electronics, Inc. 11,000 148,186
Lg Semicon Co. Ltd. (a) 4,000 65,907
Medison Co. Ltd. 4,030 248,064
Pohang Iron & Steel Co. Ltd. 3,860 169,200
SK Telecom Ltd. 401 123,832
Samsung Electronics Co. Ltd. (vtg.) 12,848 504,600
1S1 Corp. 1,027 122,389
Shin Sung Engineering Co. 4,302 187,237
Shinhan Bank 19,884 152,478
Samsung Fire & Marine Insurance 810 214,041
-----------
2,706,825
-----------
MALAYSIA - 10.3%
Amway Holding BHD 88,000 173,373
Berjaya Sports Toto BHD 202,000 548,716
Carlsberg Brewery BHD 55,500 198,806
EON (Edaran Otomobil Nasional) BHD 130,000 407,463
Kuala Lumpur Kepong BHD Ord. 220,000 525,373
Magnum Corp. BHD 60,000 46,746
Malaysia International Shipping BHD (For. Reg.) (a) 309,000 516,537
Malakoff BHD 97,000 231,642
Malaysian Pacific Industries Ord. 160,000 496,716
Malayan Banking BHD 141,000 542,955
Puncak Niaga Holdings BHD (a) 300,000 352,836
Petronas Dagangan BHD (a) 81,000 112,675
Petronas Gas BHD 200,000 537,313
Public Bank BHD (For. Reg.) 45,000 28,075
RJ Reynolds BHD 61,000 93,776
Resorts World BHD 116,000 206,030
Rothmans of Pall Mall Malaysia BHD 137,000 1,093,955
Tenega Nasional BHD 563,000 1,210,030
Telekom Malaysia BHD 482,000 1,244,567
United Engineers BHD 97,000 228,746
YTL Corp BHD, Class A (a) 75,750 80,951
-----------
8,877,281
-----------
PAKISTAN - 0.0%
Askari Commercial Bank (a) 63 42
DG Kahn Cement Ltd. (a) 110 26
Pak Electron Ltd. (a) 55 8
Sui Southern Gas Pipelines Ltd. (a) 2,018 1,357
-----------
1,433
-----------
</TABLE>
See accompanying notes which are an integral part of the financial statements.
A-11
<PAGE> 25
<TABLE>
<CAPTION>
SHARES VALUE (NOTE 1)
------ --------------
<S> <C> <C>
PHILIPPINES - 1.3%
Benpress Holdings Corp. GDR (a) 58,580 $212,060
Manila Electric Co. Class B 86,120 263,483
Philippine Long Distance Telephone 27,800 689,093
-----------
1,164,636
-----------
SINGAPORE - 9.5%
City Developments Ltd. 116,000 486,713
Datacraft Asia Ltd. 306,000 697,680
DBS Land Ltd. 135,000 230,006
Development Bank of Singapore Ltd. (For. Reg.) 57,000 532,676
Keppel Corp. Ltd. 76,250 241,404
Natsteel Ltd. 361,000 585,219
Overseas Chinese Banking Corp. 180,480 1,003,942
Parkway Holdings Ltd. 104,000 263,140
Singapore Telecommunications Ltd. 810,000 1,287,349
Singapore International Airlines Ltd. 178,000 1,335,283
Singapore Press Holdings Ltd. (For. Reg.) 45,000 620,788
United Industrial Corp. Ltd. 309,000 143,401
United Overseas Bank Ltd. (For. Reg.) 143,400 793,121
-----------
8,220,722
-----------
TAIWAN - 14.3%
Acer, Inc. (a) 469,362 645,087
Acer Peripherals, Inc. 189,000 321,637
Asia Cement Corp. 263,898 301,109
Asustek Computer, Inc. (a) 51,500 647,715
Bank Sinopac (a) 436,356 318,250
Cathay Life Insurance Co. Ltd. 292,195 1,307,064
Cathay Construction Co. Ltd. 651,494 696,898
China Steel Corp. 553,750 425,409
China Development Corp. (a) 209,506 594,223
China Trust Co. Ltd. (a) 304,750 420,822
Compeq Manufacturing Co. Ltd. (a) 36,000 173,874
Formosa Chemical & Fibre 431,595 398,718
Formosa Plastic 31,144 49,669
Hon Hai Precision Ind. Co. (a) 58,800 249,686
Hotung Investment Holdings Ltd. (a) 1,186,000 284,640
Kindom Construction Co. Ltd. (a) 144,000 190,911
Nan Ya Plastics Corp. (a) 447,500 719,481
Phoenixtec Power Company (a) 293,150 608,156
President Enterprises Corp. (a) 417,840 480,821
Siliconware Precision Industries (a) 171,200 332,966
Taiwan Semiconductor Manufacturing Co. Ltd. (a) 254,000 802,755
Taiwan Secom Co. (a) 186,225 609,683
United World Chinese Commercial Bank 221,980 417,337
Wan Hai Lines Ltd. (a) 115,000 169,611
Yageo Corp. (a) 80,000 168,558
Yue Loong Motor Co. 452,550 712,931
Yue Loong Motor Co. rights 11/15/97 24,003 856
Yung Shin Pharmaceutical Industries Co. Ltd. 170,890 340,672
-----------
12,389,539
-----------
</TABLE>
See accompanying notes which are an integral part of the financial statements.
A-12
<PAGE> 26
<TABLE>
<CAPTION>
SHARES VALUE (NOTE 1)
------ --------------
<S> <C> <C>
THAILAND - 3.1%
Bangkok Bank Ltd. (For. Reg.) 115,200 $393,126
Bank of Ayudhya PCL (For. Reg.) 138,100 108,561
BEC World PCL (For. Reg.) 23,600 120,804
Bangkok Expressway PCL (For. Reg.) (a) 200,000 146,252
Cogeneration PCL (For. Reg.) 72,100 71,177
Delta Electronics PCL (For Reg.) 24,700 204,704
Eastern Water Resources Development &
Management PCL (For. Reg.) 209,900 209,772
Electricity Generating PCL (For. Reg.) 130,500 213,126
Industrial Finance Corp. of Thailand (For. Reg.) 165,000 136,746
PTT Exploration & Production (For. Reg.) 60,900 608,629
Siam Cement PCL (For. Reg.) 20,400 170,062
Thai Farmers Bank PCL 100,000 268,129
-----------
2,651,088
-----------
UNITED KINGDOM - 0.7%
HSBC Holdings PLC 27,255 638,557
-----------
VIETNAM - 0.3%
Vietnam Enterprise Investments Ltd. (a)(c) 250,000 245,000
-----------
TOTAL COMMON STOCKS
(Cost $100,108,635) 82,157,802
-----------
CASH EQUIVALENTS - 5.1%
Taxable Central Cash Fund (b)
(Cost $4,424,072) 4,424,072 4,424,072
-----------
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $104,532,707) $86,581,874
===========
</TABLE>
<TABLE>
<CAPTION>
LEGEND INCOME TAX INFORMATION
- ------ ----------------------
<S> <C>
(a) Non-income producing At October 31, 1997, the aggregate cost of
investment securities for income tax purposes
(b) At period end, the seven-day yield on the was $104,998,154. Net unrealized depreciation
Taxable Central Cash Fund was 5.64%. The aggregated $18,416,280, of which $6,987,948
yield refers to the income earned by investing related to appreciated investment securities and
in the fund over the seven-day period, $25,404,228 related to depreciated investment
expressed as an annual percentage. securities.
(c) Security exempt from registration under Rule The fund hereby designates approximately
144A of the Securities Act of 1933. These $1,484,000 as a capital gain dividend for the
securities may be resold in transactions exempt purpose of the dividend paid deduction.
from registration, normally to qualified
institutional buyers. At the period end, the
value of these securities amounted to $245,000
or 0.3% of net assets.
</TABLE>
See accompanying notes which are an integral part of the financial statements.
A-13
<PAGE> 27
MARKET SECTOR DIVERSIFICATION
(UNAUDITED)
As a Percentage of Total Value of Investment
in Securities
Aerospace & Defense.................... 0.3%
Basic Industries....................... 4.4
Cash Equivalents....................... 5.1
Construction & Real Estate ............ 12.9
Durables .............................. 3.0
Energy ................................ 2.6
Finance ............................... 18.4
Health ................................ 0.9
Holding Companies...................... 4.0
Industrial Machinery &
Equipment............................ 5.4
Media & Leisure........................ 3.3
Nondurables............................ 4.3
Retail & Wholesale..................... 0.3
Services .............................. 0.9
Technology ............................ 8.9
Transportation......................... 3.8
Utilities.............................. 21.5
-----
100.0%
=====
See accompanying notes which are an integral part of the financial statements.
A-14
<PAGE> 28
The Depositary for the Offer is:
STATE STREET BANK AND TRUST COMPANY
Facsimile Copy Number: (781) 794-6333
Confirm by Telephone: (781) 794-6388
For Account Information Call: (800) 426-5523
<TABLE>
<S> <C> <C>
By First Class Mail: By Overnight Courier: By Hand:
State Street Bank and Trust State Street Bank and Trust Security Transfer &
Company Company Reporting Services, Inc.
Corporate Reorganization Corporate Reorganization c/o Boston Equiserve LP
P.O. Box 9061 70 Campanelli Drive 55 Broadway, Third Floor
Boston, MA 02205-8686 Braintree, MA 02184 New York, NY 10006
</TABLE>
Any questions or requests for assistance or additional copies of the Offer, the
Letter of Transmittal, the Notice of Guaranteed Delivery, and other documents
may be directed to the Information Agent at its telephone number and location
listed below. Shareholders may also contact their broker, dealer, commercial
bank or trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll free: (800) 735-3107
or call collect at: (212) 269-5550
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
February 23, 1998
<PAGE> 1
Exhibit 99.(a)(3)
LETTER OF TRANSMITTAL
To Accompany Shares of Common Stock
or Order Tender of Uncertificated Shares of
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
Tendered Pursuant to the Offer
Dated February 23, 1998
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON MARCH 27, 1998, UNLESS THE OFFER IS EXTENDED.
----------------------------
The Depositary for the Offer is:
STATE STREET BANK AND TRUST COMPANY
Facsimile Copy Number: (781) 794-6333
Confirm by Telephone: (781) 794-6388
For Account Information Call: (800) 426-5523
<TABLE>
<S> <C> <C>
By First Class Mail: By Express Mail or Overnight By Hand:
Courier:
State Street Bank and State Street Bank and Securities Transfer &
Trust Company Trust Company Reporting Services, Inc.
Corporate Reorganization Corporate Reorganization c/o Boston Equiserve LP
P.O. Box 9061 70 Campanelli Drive 55 Broadway, Third Floor
Boston, MA 02205-8686 Braintree, MA 02184 New York, NY 10006
</TABLE>
Delivery of this instrument to an address other than those shown above
or transmission of instructions via a facsimile number other than those listed
above does not constitute a valid delivery. The instructions accompanying this
letter should be read carefully before this Letter of Transmittal is completed.
This Letter of Transmittal is to be used (a) if certificates for Shares
(as defined below) are to be forwarded herewith, or (b) if uncertificated Shares
held by the Fund's transfer agent pursuant to the Fund's dividend reinvestment
plan are to be tendered, or (c) if tenders are to be made by book-entry transfer
to any of the accounts maintained by the Depositary at the Depository Trust
Company ("DTC" or the "Book-Entry Transfer Facility") pursuant to the procedure
set forth in Section 3, "Procedure for Tendering Shares," of the Fund's Offer.
Shareholders whose certificates are not immediately available or who cannot
deliver certificates for Shares (other than uncertificated Shares held by the
Fund's transfer agent pursuant to the Fund's dividend reinvestment plan) or
deliver confirmation of the book-entry transfer of their Shares into the
Depositary's account at the Book-Entry Transfer Facility and all other documents
required hereby to the Depositary prior to 5:00 p.m., New York City Time, on the
Termination Date may nevertheless tender their Shares according to the
guaranteed delivery procedures set forth in Section 3, "Procedure for Tendering
Shares," of the Fund's Offer. See Instruction 2 below. DELIVERY OF DOCUMENTS TO
A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _________________________________________________
Account Number: ________________________________________________________________
Transaction Code Number: _______________________________________________________
If the tendered shares are being tendered by a Nominee Holder on behalf of its
customers, please state the number of customer accounts for whose benefit the
tender is made: _________
<PAGE> 2
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s): ______________________________________
Date of Execution of Notice of Guaranteed Delivery: __________________
Name of Institution which Guaranteed Delivery: _______________________
Account Number (if delivered by book-entry transfer): ________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING DOCUMENTS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to The Fidelity Advisor Emerging Asia Fund, Inc.,
a Maryland corporation (the "Fund"), the above-described shares of the Fund's
Common Stock, $0.001 par value per share (the "Shares"), at a price per share,
net to the seller in cash, at a price (the "Purchase Price") equal to the net
asset value in U.S. dollars ("NAV") per Share as of 5:00 p.m., New York City
time, on March 27, 1998, or such later date to which the Offer is extended (the
"Termination Date") upon the terms and subject to the conditions set forth in
the Fund's Offer, dated February 23, 1998 (the "Fund's Offer"), receipt of which
is hereby acknowledged, and in this Letter of Transmittal (which together with
the Fund's Offer constitute the "Offer"). The undersigned also tenders the
Purchase Fee in an amount equal to the number of Shares tendered by the
undersigned multiplied by $0.17, or if this tender is made by a Nominee Holder,
the number of Shares tendered by such Nominee Holder on behalf of its clients
multiplied by $0.17. With respect to any Shares tendered but not accepted, an
amount equal to $0.17 per such Share will be returned to the undersigned or the
Nominee Holder, as appropriate. If the Fund, in its sole discretion, shall have
extended the period for which the Offer is open, the "Termination Date" shall
mean the latest time and date on which the Offer, as so extended by the Fund,
shall expire.
Subject to, and effective upon, acceptance for payment of the Shares tendered
herewith in accordance with the terms and subject to the conditions of the
Offer, the undersigned hereby sells, assigns and transfers to, or upon the order
of, the Fund all right, title and interest in and to all the Shares that are
being tendered hereby and that are being accepted for purchase pursuant to the
Offer (and any and all dividends, distributions, other Shares or other
securities or rights issued or issuable in respect of such Shares on or after
March 27, 1998) and irrevocably constitutes and appoints the Depositary the true
and lawful agent and attorney-in-fact of the undersigned with respect to such
Shares (and any such dividends, distributions, other Shares or securities or
rights), with full power of substitution (such power of attorney being deemed to
be an irrevocable power coupled with an interest) to (a) deliver certificates
for such Shares (and any such other dividends, distributions, other Shares or
securities or rights) or transfer ownership of such Shares (and any such other
dividends, distributions, other Shares or securities or rights), together, in
either such case, with all accompanying evidences of transfer and authenticity
to or upon the order of the Fund, upon receipt by the Depositary, as the
undersigned's agent, of the purchase price, (b) present such Shares (and any
such other dividends, distributions, other Shares or securities or rights) for
transfer on the books of the Fund, and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares (and any such other
dividends, distributions, other Shares or securities or rights), all in
accordance with the terms of the Offer.
The undersigned hereby represents and warrants that: (a) the undersigned has
full power and authority to tender, sell, assign and transfer the tendered
Shares (and any and all dividends, distributions, other Shares or other
securities or rights issued or issuable in respect of such Shares on or after
March 27, 1998); (b) when and to the extent the Fund accepts the Shares for
purchase, the Fund will acquire good, marketable and unencumbered title hereto,
free and clear of all liens, restrictions, charges, proxies, encumbrances or
other obligations relating to their sale or transfer, and not subject to any
adverse claim; (c) on request, the undersigned will execute and deliver any
additional documents deemed by the Depositary or the Fund to be necessary or
desirable to complete the sale, assignment and transfer of the tendered Shares
(and any and all dividends, distributions, other Shares or securities or rights
issued or issuable in respect of such Shares on or after March 27, 1998); (d)
the undersigned has tendered all or less than all, but at least 20%, of the
shares owned by the undersigned or attributed to the undersigned under Section
318 of the Code and (e) the undersigned has read and agreed to all of the terms
of the Offer, including this Letter of Transmittal.
2
<PAGE> 3
All authority conferred or agreed to be conferred in this Letter of Transmittal
shall be binding upon the successors, assigns, heirs, executors, administrators
and legal representatives of the undersigned and shall not be affected by, and
shall survive, the death or incapacity of the undersigned. Shares tendered
pursuant to the Offer may be withdrawn at any time prior to the Termination Date
in accordance with Section 4, "Rights of Withdrawal", of the Fund's Offer. After
the Termination Date, tenders made pursuant to the Fund's Offer will be
irrevocable.
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- -----------------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s): Share(s) Tendered
(Please fill in, if blank) (Attach additional signed schedule if necessary
- -----------------------------------------------------------------------------------------------------------------------------
Total
Number of
Shares
Represented Number of
Certificate by Shares
Number(s) * Certificates Tendered**
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
---------------------------------------------------
Total Shares
Tendered
- -----------------------------------------------------------------------------------------------------------------------------
* Need not be completed by Shareholders who tender Shares by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares evidenced by any certificates delivered to the Depositary
are being tendered. See Instruction 4.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
THE UNDERSIGNED TENDERS ALL UNCERTIFICATED SHARES THAT MAY BE HELD IN THE NAME
OF THE REGISTERED HOLDER(S) BY THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN. ______YES _____NO
Note: If you do not check either of the boxes above, uncertificated Shares, if
any, held in the name of the registered holder(s) by the Fund's transfer agent
pursuant to the Fund's dividend reinvestment plan will not be tendered.
AMOUNT OF SHARES TENDERED
Please indicate by checking in the appropriate box below if you are
tendering all the Shares owned by you or less than all the Shares owned.
[ ] The undersigned hereby certifies that it is tendering ALL Shares owned by
the undersigned.
[ ] The undersigned hereby certifies that it is tendering LESS THAN ALL of the
Shares owned by the undersigned but at least 20% of the Shares owned by the
undersigned.
PURCHASE FEE
Please include a check for the Purchase Fee in the following amount:
________ [fill in the number of Shares you are tendering (which must represent
at least 20% of the total number of Shares which the undersigned owns)] x .17 =
$___________.
ODD LOTS
(SEE INSTRUCTION 11)
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person owning beneficially or of record an aggregate of not more
than 99 Shares. The undersigned either (check one box):
[ ] Is the beneficial or record owner of an aggregate of not more than 99
Shares, all of which are being tendered; or
3
<PAGE> 4
[ ] Is a broker, dealer, commercial bank, trust company or other nominee that
(a) is tendering for the beneficial owner(s) thereof Shares with respect to
which it is the record holder, and (b) believes, based upon representations
made to it by such beneficial owner(s), that each such person is the
beneficial owner of an aggregate of not more than 99 Shares and is tendering
all of such Shares;
and, in either case, hereby represents that the above indicated information is
true and correct as to the undersigned.
OPTIONS WITH RESPECT TO SHARES TENDERED (OTHER THAN ODD LOTS)
If the undersigned has tendered all of the Shares owned by the undersigned
and has not checked either of the boxes above with respect to odd lots, then the
undersigned may elect one of the options set forth below in the event that the
Fund receives tenders for more Shares than the Fund has indicated it will
purchase pursuant to the Offer Amount (the "Offer Amount"). In general, in the
event that more Shares are tendered than the Offer Amount, the Fund will
purchase a number of Shares equal to the Offer Amount on a pro rata basis and,
if the undersigned does not elect one of the options set forth below, a pro rata
portion of the Shares tendered by the undersigned will be purchased by the Fund.
If the undersigned elects one of the options set forth below, the undersigned's
Shares will be purchased in accordance with that option only if, after the Fund
has purchased all Shares tendered by Shareholders who have not elected one of
the options set forth below, the total number of Shares purchased by the Fund is
less than the Offer Amount. If the Fund has purchased all shares tendered by
Shareholders that do not elect one of the options set forth below and the total
number of those Shares is less than the Offer Amount, but the number of Shares
tendered by Shareholders who have elected one of the options set forth below
exceeds the difference between the Offer Amount and the number of Shares
purchased from Shareholders who have not made one of the elections set forth
below, the Fund will purchase Shares from Shareholders who have elected one of
the options set forth below by lot (i.e., by random drawing).
[ ] ALL OR NONE If the Shares to be purchased pursuant to the Offer are to be
prorated as set forth in Section 1 of the Fund's Offer, then the undersigned
elects to have either all of the undersigned's Shares purchased or none of
the undersigned's Shares purchased pursuant to the proration procedures set
forth in Section 1 of the Fund's Offer.
[ ] SOME OR NONE If the Shares to be purchased pursuant to the Offer are to be
prorated as set forth in Section 1 of the Fund's Offer, then the undersigned
elects to have either ______ Shares [fill in the minimum number of shares
you elect to have purchased (which must represent at least 20% of the total
number of Shares that the undersigned owns)] or none of the Shares owned by
the undersigned purchased pursuant to the proration procedures set forth in
Section 1 of the Fund's Offer.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
The undersigned understands that the valid tender of Shares pursuant to any
one of the procedures described in Section 3, "Procedure for Tendering Shares,"
of the Fund's Offer and in the Instructions hereto will constitute a binding
agreement between the undersigned and the Fund upon the terms and subject to the
conditions of the Offer.
The undersigned recognizes that under certain circumstances set forth in the
Offer, the Fund may not be required to purchase any of the Shares tendered
hereby, or may accept for purchase, pro rata with Shares tendered by other
shareholders, fewer than all of the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any certificates for
Shares not tendered or accepted for payment (and accompanying documents, as
appropriate) in the name(s) of the registered holder(s) appearing under
"Description of Shares Tendered." Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail the check for the purchase price
and/or return any certificates for Shares not tendered or accepted for payment
(and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing under "Description of Shares Tendered." In the
event that either the Special Delivery Instructions or the Special Payment
Instructions are completed, please issue the check for the purchase price and/or
return such certificates to, the person or persons so indicated. The undersigned
recognizes that the Fund has no obligation pursuant to the Special Payment
Instructions to transfer any Shares from the name of the registered holder
thereof if the Fund does not accept for payment any of the Shares so tendered.
The undersigned recognizes that the Special Payment Instructions and the Special
Delivery Instructions are not applicable to Shares tendered by book-entry
transfer, nor to uncertificated Shares held by the Fund's transfer agent
pursuant to the Fund's dividend reinvestment plan which may be tendered hereby.
4
<PAGE> 5
<TABLE>
<S> <C>
- ------------------------------------------------------ -----------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5, 6 AND 7) (SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if certificates for To be completed ONLY if certificates for
Shares not tendered or not purchased and/or the Shares not tendered or not purchased and/or
check for the purchase price of Shares purchased the check for the purchase price of Shares
are to be issued in the name of and sent to purchased are to be issued in the name of
someone other than the undersigned. undersigned, but sent to someone other than
Issue [ ] Check [ ] Certificate to: the undersigned or to the undersigned at an
address other than that shown above.
Name _________________________________________________ Mail [ ] Check [ ] Certificate to:
(PLEASE PRINT)
Address ______________________________________________ Name __________________________________________
(PLEASE PRINT)
______________________________________________________
(CITY, STATE, ZIP CODE) Address _______________________________________
Complete Payer Substitute Form W-9
______________________________________________________ _______________________________________________
(TAXPAYER IDENTIFICATION (SOCIAL SECURITY) NUMBER)
_______________________________________________
(CITY, STATE, ZIP CODE)
- ------------------------------------------------------ -----------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
SIGN HERE
IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 HEREIN.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURES OF SHAREHOLDER(s))
Dated:___________________, 1998
(Must be signed by the registered holder(s) exactly as names(s) appear(s) on
certificate(s) for the Shares or on a security position listing or by person(s)
authorized to become registered holder(s) by certificate(s) and documents
transmitted herewith. If signature is by attorney-in-fact, executor,
administrator, trustee, guardian, agent, officer of a corporation or another
person acting in a fiduciary or representative capacity, please provide the
following information. See Instruction 5.)
Name(s) ________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Capacity (Full Title) __________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
CITY STATE ZIP CODE
Area Code and Telephone Number _________________________________________________
Employer Identification or Social Security Number ______________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature(s) ________________________________________________________
Name ___________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Name of Firm ___________________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
CITY STATE ZIP CODE
Dated:_____________________, 1998
- --------------------------------------------------------------------------------
ENCLOSE YOUR CHECK FOR AN AMOUNT EQUAL TO THE PURCHASE FEE
(AS CALCULATED ABOVE) FOR EACH CUSTOMER ACCOUNT,
PAYABLE TO FIDELITY ADVISOR EMERGING ASIA FUND, INC.
5
<PAGE> 6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE REPURCHASE OFFER
1. Guarantee of Signatures. No signature guarantee on this Letter of
Transmittal is required (i) if this Letter of Transmittal is signed by the
registered holder of the Shares (which term, for purposes of this document,
shall include any participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Shares) tendered
herewith, unless such holder has completed either the box entitled "Special
Delivery Instructions" or the box entitled "Special Payment Instructions"
herein, or (ii) if such Shares are tendered for the account of a member firm of
a registered national securities exchange, a member of the National Association
of Securities Dealers, Inc. ("NASD") or a commercial bank or trust company
having an office, branch or agency in the United States (each being hereinafter)
referred to as an "Eligible Institution"). In all other cases, all signatures on
this Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 5.
2. Delivery of Letter of Transmittal and Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used only (a) if
certificates are to forwarded herewith, (b) if uncertificated Shares held by the
Fund's transfer agent pursuant to the Fund's dividend reinvestment plan are to
be tendered, or (c) if tenders are to be made pursuant to the procedures for
delivery by book-entry transfer set forth in Section 3, "Procedure for Tendering
Shares," of the Fund's Offer. Certificates for all physically tendered Shares,
or confirmation of a book-entry transfer in the Depositary's account at the
Book-Entry Transfer Facility of Shares tendered by book-entry transfer,
together, in each case, with a properly completed and duly executed Letter of
Transmittal or facsimile thereof with any required signature guarantees, any
other documents required by this Letter of Transmittal and payment for the
Purchase Fee should be mailed or delivered to the Depositary at the appropriate
address set forth herein and must be received by the Depositary prior to 5:00
p.m., New York City Time, on the Termination Date. Shareholders whose
certificates are not immediately available or who cannot deliver Shares and all
other required documents to the Depositary prior to 5:00 p.m., New York City
Time, on the Termination Date, or whose Shares cannot be delivered on a timely
basis pursuant to the procedures for book-entry transfer prior to the
Termination Date, may tender their Shares by or through any Eligible Institution
by properly completing and duly executing and delivering a Notice of Guaranteed
Delivery (or facsimile thereof), which must be received by the Depositary prior
to the Termination Date, and by otherwise complying with the guaranteed delivery
procedures set forth in Section 3, "Procedure for Tendering Shares," of the
Fund's Offer. Pursuant to such procedures, the certificates for all physically
tendered Shares, or confirmation of book-entry transfer, as the case may be, as
well as a properly completed and duly executed Letter of Transmittal, all other
documents required by this Letter of Transmittal and payment for the Purchase
Fee must be received by the Depositary within three business days after receipt
by the Depositary of such Notice of Guaranteed Delivery, all as provided in
Section 3, "Procedure for Tendering Shares," of the Fund's Offer.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES
FOR SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE
BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING
SHAREHOLDER, AND EXCEPT AS OTHERWISE PROVIDED IN THIS INSTRUCTION 2, THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. THE SHAREHOLDER HAS THE RESPONSIBILITY TO CAUSE THE
LETTER OF TRANSMITTAL, CERTIFICATES AND ANY OTHER DOCUMENTS TO BE TIMELY
DELIVERED.
No alternative, conditional or contingent tenders will be accepted,
except as may be permitted in the Fund's Offer. All tendering Shareholders, by
execution of this Letter of Transmittal (or facsimile thereof), waive any right
to receive any notice of the acceptance for payment of Shares.
3. Inadequate Space. If the space provided is inadequate, the
certificate numbers and/or number of Shares should be listed on a separate
signed schedule attached hereto.
4. Partial Tenders and Unpurchased Shares. (NOT APPLICABLE TO
SHAREHOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER.) If fewer than all the Shares
evidenced by any certificate submitted are to be tendered, fill in the number of
Shares which are to be tendered in the column entitled "Number of Shares
Tendered." In such case, a new certificate for the remainder of the Shares
evidenced by the old certificate(s) will be issued and sent to the registered
holder, unless otherwise specified in the "Special Payment Instructions" or
"Special Delivery Instructions" boxes in this Letter of Transmittal, as soon as
practicable after the Repurchase Request Deadline. All Shares represented by
certificates listed and delivered to the Depositary are deemed to have been
tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.
(a) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must
correspond exactly with the name(s) on the face of the certificates.
6
<PAGE> 7
(b) If any of the tendered Shares are held of record by two or
more joint holders, ALL such holders must sign this Letter of
Transmittal.
(c) If any tendered Shares are registered in different names on
several certificates, it will be necessary to complete, sign and
submit as many Letters of Transmittal as there are different
registrations of certificates.
(d) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares listed and transmitted hereby, no
endorsements of certificates or separate stock powers are required
unless payment is to be made, or the certificates for Shares not
tendered or purchased are to be issued, to a person other than the
registered holder(s), in which case the endorsements or signatures
on the stock powers, as the case may be, must be signed exactly as
the name(s) of the registered holder(s) appear(s) on the
certificates. Signatures on such certificates or stock powers must
be guaranteed by an Eligible Institution. See Also Instruction 1.
(e) If this Letter of Transmittal or any certificates or stock
powers are signed by trustees, executors, administrators, guardians,
agents, attorneys-in-fact, officers of corporations or others acting
in a fiduciary or representative capacity, such persons should so
indicate when signing and must submit proper evidence satisfactory
to the Fund of their authority to so act.
(f) If this Letter of Transmittal is signed by a person(s) other
than the registered holder(s) of the certificates listed and
transmitted hereby, the certificates must be endorsed or accompanied
by appropriate stock powers, in either case signed exactly as the
name or names of the registered holder(s) appear on the
certificates. Signatures on such certificates of stock powers must
be guaranteed by an Eligible Institution. See also Instruction 1.
6. Stock Transfer Taxes. Except as set forth in this Instruction 6, no
stock transfer tax stamps or funds to cover such stamps need accompany this
Letter of Transmittal, and the Fund will pay all stock transfer taxes, if any,
with respect to the transfer and sale of Shares to it pursuant to the Offer to
Repurchase. If, however, payment of the repurchase price is to be made to, or
(in the circumstances permitted by the Fund's Offer) if Shares not tendered or
not purchased are to be registered in the name of any person other than the
registered holder, or if tendered certificates are registered in the name of any
person other than the person(s) signing this Letter of Transmittal, the amount
of any stock transfer taxes (whether imposed on the registered holder or such
other person) payable on account of the transfer to such person will be deducted
from the Purchase Price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted.
7. Special Payment and Delivery Instructions. If certificates for
Shares not tendered or not purchased or checks are to be issued in the name of a
person other than the person signing this Letter of Transmittal or if such
certificates and/or checks are to be sent to someone other than the person
signing this Letter of Transmittal or to the person signing this Letter of
Transmittal at an address other than that shown above, the boxes captioned
"Special Payment Instructions" and/or "Special Delivery Instructions" on this
Letter of Transmittal should be completed.
8. Irregularities. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Fund, in its sole discretion, which determination
shall be final and binding. The Fund reserves the absolute right to reject any
or all tenders of any particular Shares (i) determined by it not to be in proper
form or (ii) the acceptance of or payment for which may, in the opinion of the
Fund's counsel, be unlawful. The Fund also reserves the absolute right to waive
any of the conditions of the Offer, in whole or in part, or any defect or
irregularity in tender of any particular Shares or Shareholder, and the Fund's
interpretations of the terms and conditions of the Offer (including these
instructions) shall be final and binding. No tender of Shares will be deemed to
be properly made until all defects and irregularities have been cured or waived.
None of the Fund, the Depositary, the Information Agent or any other person
shall be obligated to give notice of defects or irregularities in tenders, nor
shall any of them incur any liability for failure to give any such notice.
Unless waived, any defects or irregularities must be cured within such time as
the Fund shall determine.
9. Requests for Assistance and Additional Copies. Requests for
assistance should be directed to, and additional copies of the Fund's Offer, the
Notice of Guaranteed Delivery, the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9, and this Letter of Transmittal may
be obtained from the Information Agent at the address set forth at the end of
this Letter of Transmittal, or from your broker, dealer, commercial bank, trust
company, or other nominee. The Information Agent will also provide shareholders,
upon request, with a Certificate of Foreign Status (Form W-8).
10. Backup Withholding. Each shareholder that desires to participate in
the Offer must, unless an exemption applies, provide the Depositary with the
Shareholder's taxpayer identification number on the Substitute Form W-9 set
forth in this Letter of Transmittal, with the required certifications under
penalties of perjury. If the shareholder is an individual, the taxpayer
identification number is his social security number. If the Depositary is not
provided with the correct taxpayer identification number, the shareholder may be
subject to a $50 penalty imposed by the Internal Revenue Service in addition to
being subject backup withholding.
7
<PAGE> 8
If backup holding applies, the Depositary is required to withhold 31% of
any payment made to the Shareholder with respect to Shares purchased pursuant to
the Offer. Backup withholding is not an additional tax. Rather, the U.S. Federal
income tax liability of persons subject to backup withholding may result in an
overpayment of taxes for which a refund may be obtained by the Shareholder from
the Internal Revenue Service.
Certain Shareholders (including, among others, most corporations and
certain foreign persons) are exempt from backup withholding requirements. To
qualify as an exempt recipient on the basis of foreign status, a shareholder
must submit a properly executed Certificate of Foreign Status (Form W-8), signed
under penalties of perjury, attesting to that person's exempt status. Generally,
a foreign person will be able to avoid backup withholding with respect to
payments that are considered made in exchange for tendered Shares only if he (1)
is neither a citizen nor a resident of the United States, (2) has not been and
reasonably does not expect to be present in the United States for a period
aggregating 183 days or more during the calendar year, and (3) reasonably
expects not be engaged in a trade or business within the United States to which
the gain on the sale of the Shares would be effectively connected. Somewhat
different requirements apply in the case of foreign persons covered by tax
treaties.
A SHAREHOLDER SHOULD CONSULT HIS TAX ADVISER AS TO HIS QUALIFICATION FOR
EXEMPTION FROM THE BACKUP WITHHOLDING REQUIREMENTS AND THE PROCEDURE FOR
OBTAINING AN EXEMPTION.
Shareholders are required to give the Depositary the taxpayer
identification number of the record owner of the Shares. If the Shares are
registered in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on substitute Form W-9.
11. Odd Lots. As described in Section 1 of the Offer, if the Fund is to
purchase fewer than all Shares validly tendered and not properly withdrawn
before the Termination Date, the Shares purchased first will consist of all
Shares validly tendered and not properly withdrawn prior to the Termination Date
by any stockholder who owns beneficially or of record an aggregate of not more
than 99 Shares (an "Odd Lot Holder"). This preference will not be available
unless the item captioned "Odd Lots" is completed.
8
<PAGE> 9
<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Name__________________________ Account number(s) (OPTIONAL)
FORM W-9 Address_________________________
Department of the Treasury ________________________________
Internal Revenue Service ----------------------------------------------------------------------------------
Payer's Request for Taxpayer PART 1 - PLEASE PROVIDE SOCIAL SECURITY NUMBER OR
Identification Number ("TIN") YOUR TIN IN THE BOX AT EMPLOYER IDENTIFICATION
and Certification RIGHT AND CERTIFY BY NUMBER
SIGNING AND DATING
BELOW. ____________________________________
----------------------------------------------------------------------------------
PART 2 - For Payees Exempt from
Backup Withholding: See
enclosed "Guidelines for
Certification of Taxpayer
Identification Number on ____________________________________
Substitute Form
W-9." page 2.
----------------------------------------------------------------------------------
PART 3 - CERTIFICATION. Under penalties of perjury, I certify that:
1. The number shown on this form is my correct TIN (or I am waiting for a
number to be issued to me), and
2. I am not subject to backup withholding because (a) I am exempt from backup
withholding or (b) I have not been notified by the Internal Revenue Service
("IRS") that I am subject to backup withholding as a result of failure to
report all interest or dividends or (c) the IRS has notified me that I am no
longer subject to backup withholding.
CERTIFICATION INSTRUCTION. -- You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
you failed to report all interest and dividends on your tax return.
Signature______________________________ Date_________________________________
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU DO NOT HAVE
A TAXPAYER IDENTIFICATION NUMBER
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a TIN has not been issued to me
and either (a) I have mailed or delivered an application to receive a TIN to
the appropriate IRS Center or Social Security Administration Office or (b) I
intend to mail or deliver such an application in the near future. I
understand that if I do not provide a TIN within sixty (60) days, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
TIN.
----------------------------------------- ----------------------------
SIGNATURE DATE
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
9
<PAGE> 10
IMPORTANT: This Letter of Transmittal or a manually signed facsimile
thereof (together with certificates for Shares and all other required documents)
or the Notice of Guaranteed Delivery must be received by the Depositary prior to
5:00 p.m., New York City Time, on March 27, 1998, at the appropriate address set
forth below:
The Depositary:
STATE STREET BANK AND TRUST COMPANY
Facsimile Copy Number:
(781) 794-6333
Confirm by Telephone:
(781) 794-6388
For Account Information Call:
(800) 426-5523
<TABLE>
<S> <C> <C>
By First Class Mail: By Express Mail By Hand:
or Overnight Courier:
State Street Bank and Trust State Street Bank and Trust Securities Transfer &
Company Company Reporting Services, Inc.
Corporate Reorganization Corporate Reorganization c/o Boston Equiserve LP
P.O. Box 9061 70 Campanelli Drive 55 Broadway, Third Floor
Boston, MA 02205-8686 Braintree, MA 02184 New York, NY 10006
</TABLE>
Any questions or requests for assistance or additional copies of this
Letter of Transmittal, the Fund's Offer, the Notice of Guaranteed Delivery and
other accompanying materials may be directed to the Information Agent at its
telephone number and location listed below. Shareholders may also contact their
broker, dealer, commercial bank or trust company or other nominee for assistance
concerning the Offer.
The Information Agent for the Repurchase Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free: (800) 735-3107
or
Call Collect: (212) 269-5550
10
<PAGE> 1
Exhibit 99.(a)(4)
OFFER BY
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
TO PURCHASE FOR CASH
UP TO 10% OF ITS SHARES OF
COMMON STOCK
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON MARCH 27, 1998
("TERMINATION DATE")
THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED,
BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE FUND'S OFFER AND IN THE
LETTER OF TRANSMITTAL.
February 23, 1998
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We are enclosing herewith the material listed below relating to the
offer of Fidelity Advisor Emerging Asia Fund, Inc., a Maryland corporation
registered under the Investment Company Act of 1940, as amended, as a
closed-end, non-diversified management investment company (the "Fund"), to
purchase up to 10% of its outstanding shares of common stock, par value $0.001
(the "Shares") upon the terms and conditions set forth in its Offer dated
February 23, 1998 and in the related Letter of Transmittal (which together
constitute the "Offer"). The price to be paid for the Shares is an amount per
Share, net to the seller in cash, equal to 100% of the net asset value per Share
as determined by the Fund at 5:00 p.m., New York City time, on March 27, 1998
(the "Termination Date"). WHEN TENDERING SHARES ON BEHALF OF YOUR CLIENTS, YOU
WILL BE REQUIRED TO PAY, ON BEHALF OF THOSE CLIENTS, A PURCHASE FEE IN AN AMOUNT
EQUAL TO THE NUMBER OF SHARES TENDERED BY YOUR CLIENTS MULTIPLIED BY $0.17. WITH
RESPECT TO ANY SHARES TENDERED BUT NOT ACCEPTED, AN AMOUNT EQUAL TO $0.17 PER
SUCH SHARE WILL BE RETURNED TO YOU. Shareholders making a Conditional Tender who
are tendering through a broker dealer, commercial bank, trust company or other
nominee ("Nominee Holders") should consider that Nominee Holders will be charged
a $30.00 processing fee by the Book-Entry Transfer Facility (the "Conditional
and Odd Lot Tender Fee") at the time Shares are tendered.
Shareholders wishing to accept the Offer will be required to tender at
least 20% of the Shares owned by such Shareholders or attributed to them under
Section 318 of the Internal Revenue Code of 1986, as amended.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. No fees or commission will be payable to brokers, dealers
or other persons for soliciting tenders for Shares pursuant to the Offer,
including the Conditional and Odd Lot Tender Fee. The Fund will, however, upon
request, reimburse you for reasonable and customary mailing and handling
expenses incurred by you in forwarding any of the enclosed materials to your
clients. The Fund will pay all transfer taxes on its purchase of Shares, subject
to Instruction 6, "Stock Transfer Taxes," of the Letter of Transmittal. HOWEVER,
BACKUP WITHHOLDING AT A 31% RATE MAY BE REQUIRED UNLESS EITHER AN EXEMPTION IS
PROVED OR THE REQUIRED TAXPAYER IDENTIFICATION INFORMATION AND CERTIFICATIONS
ARE PROVIDED. SEE SECTION 8, "FEDERAL INCOME TAX CONSEQUENCES," OF THE OFFER AND
INSTRUCTION 10, "BACKUP WITHHOLDING," OF THE LETTER OF TRANSMITTAL.
<PAGE> 2
For your information and for forwarding to your clients, we are
enclosing the following documents:
1. A letter to Shareholders of the Fund from Edward C. Johnson
3d, Director and President of the Fund;
2. The Offer dated February 23, 1998;
3. The Letter of Transmittal for your use and to be provided to
your clients;
4. Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9;
5. Notice of Guaranteed Delivery;
6. Form of letter to clients which may be sent to your clients
for whose accounts you hold Shares registered in your name (or
in the name of your nominee); and
7. Return envelope addressed to the Depositary.
The Offer is not being made to, nor will the Fund accept tenders from,
holders of Shares in any State or other jurisdiction in which the Offer would
not be in compliance with the securities or Blue Sky laws of such jurisdiction.
As described in the Fund's Offer under Section 3, "Procedure for
Tendering Shares," tenders may be made without the concurrent deposit of stock
certificates if (1) such tenders are made by or through a broker or dealer that
is a member firm of a registered national securities exchange or a member of the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company having an office, branch, or agency in the United States; and (2)
certificates for Shares (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at a Book-Entry Transfer Facility (as
defined in the Letter of Transmittal)), together with a properly completed and
duly executed Letter of Transmittal, the aggregate amount of the Purchase Fees
payable in respect of the Shares tendered hereby and any other documents
required by the Letter of Transmittal, are received by the Depositary within
three business days after receipt by the Depositary of a properly completed and
duly executed Notice of Guaranteed Delivery.
As described in the Offer, if more than 10% of the Fund's outstanding
Shares are duly tendered prior to the Termination Date, the Fund will repurchase
10% of the Fund's outstanding Shares on a pro rata basis, subject to certain
exceptions described in Section 1, "Terms of the Offer; Termination Date" of the
Fund's Offer.
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.
Additional copies of the enclosed material may be obtained from the
Information Agent at the appropriate address and telephone number set forth in
the Fund's Offer. Any questions you have with respect to the Offer should be
directed to the Information Agent as its address and telephone numbers set forth
in the Offer.
Very truly yours,
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
/s/ Edward C. Johnson 3D
EDWARD C. JOHNSON 3D
Director and President
2
<PAGE> 3
- --------------------------------------------------------------------------------
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF FIDELITY ADVISOR EMERGING ASIA FUND, INC., THE
INFORMATION AGENT, OR THE DEPOSITARY OR AUTHORIZE YOU OR ANY OTHER PERSON TO
MAKE ANY STATEMENTS OR USE ANY MATERIAL ON THEIR BEHALF WITH RESPECT TO THE
OFFER, OTHER THAN THE MATERIAL ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY
SET FORTH IN SUCH MATERIAL.
- --------------------------------------------------------------------------------
3
<PAGE> 1
Exhibit 99.(a)(5)
OFFER BY
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
TO PURCHASE FOR CASH
UP TO 10% OF ITS SHARES OF
COMMON STOCK
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON MARCH 27, 1998
("TERMINATION DATE")
THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED,
BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE OFFER AND IN THE LETTER OF
TRANSMITTAL.
February 23, 1998
To Our Clients:
Enclosed for your consideration is the Offer, dated February 23, 1998,
of Fidelity Advisor Emerging Asia Fund, Inc., a Maryland corporation registered
under the Investment Company Act of 1940, as amended, as a closed-end,
non-diversified management investment company (the "Fund"), and a related Letter
of Transmittal (which together constitute the "Offer"), pursuant to which the
Fund is offering to purchase up to 10% of its outstanding shares of common
stock, par value $0.001 (the "Shares"), upon the terms and conditions set forth
in the Offer.
The Offer and the Letter of Transmittal are being forwarded to you for
your information only and cannot be used by you to tender Shares held by us for
your account. We are the holder of record of Shares held for your account. A
TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND ONLY
PURSUANT TO YOUR INSTRUCTIONS.
Your attention is called to the following:
(1) The Purchase Price to be paid for the Shares is an amount
per Share, net to the seller in cash, equal to 100% of the net asset
value per Share as determined by the Fund at 5:00 p.m., New York City
time, on March 27, 1998 (the "Termination Date"). A PURCHASE FEE (THE
"PURCHASE FEE") IN AN AMOUNT EQUAL TO THE NUMBER OF SHARES WHICH YOU
WISH TO TENDER MULTIPLIED BY $0.17 IS PAYABLE UPON THE TENDER OF
SHARES. WITH RESPECT TO ANY SHARES TENDERED BUT NOT ACCEPTED, AN AMOUNT
EQUAL TO $0.17 PER SUCH SHARE WILL BE RETURNED TO YOU. Shareholders
making a Conditional Tender who are tendering through a broker dealer,
commercial bank, trust company or other nominee ("Nominee Holders")
should consider that Nominee Holders will be charged a $30.00
processing fee by the Book-Entry Transfer Facility (the "Conditional
and Odd Lot Tender Fee") at the time Shares are tendered. The current
net asset value of the Fund will be calculated daily and may be
obtained by calling D.F. King & Co., Inc., the Fund's Information
Agent, toll free at (800) 735-3107 or call collect (212) 269-5550.
(2) The Offer is not conditioned upon any minimum number of
Shares being tendered. However, those Shareholders wishing to accept
the Offer will be required to tender at least 20% of the Shares owned
by such Shareholders or attributed to them under Section 318 of the
Internal Revenue Code of 1986, as amended.
(3) Upon the terms and subject to the conditions of the Offer,
the Fund will purchase all Shares validly tendered on or prior to the
Termination Date, provided that the total number of Shares tendered
does not exceed 10% of the Fund's outstanding Shares. In the event that
more than 10% of the Fund's outstanding Shares are tendered, the Fund
will purchase 10% of the Fund's outstanding Shares on
<PAGE> 2
a pro rata basis, provided, however, that the Fund may (i) accept all
Shares tendered by Shareholders who own, beneficially or of record, not
more than 99 Shares and who tender all of their Shares, before
prorating Shares tendered by others; and (ii) accept by lot Shares
tendered by Shareholders who tender all Shares held by them and who,
when tendering their Shares, elect to have either all or none or at
least a minimum specified amount or none accepted, if the Fund first
accepts all Shares tendered by Shareholders who do not so elect.
(4) Tendering shareholders will not be obligated to pay
brokerage commissions or, subject to Instruction 6, "Stock Transfer
Taxes," of the Letter of Transmittal, stock transfer taxes on the
purchase of Shares by the Fund pursuant to the Offer. Under certain
conditions described in Section 1 of the Offer, tendering shareholders
may be subject to a Conditional and Odd Lot Tender Fee.
(5) Your instructions to us should be forwarded in ample time
before the Termination Date to permit us to submit a tender on your
behalf.
If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing and returning to us the instruction form
set forth below. An envelope to return your instructions to us is enclosed. If
you authorize the tender of your Shares, all such Shares will be tendered unless
otherwise specified below. YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS
PROMPTLY AS POSSIBLE IN ORDER TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of Shares in any jurisdiction in which the making or
acceptance of the Offer would not be in compliance with applicable law.
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS IS MAKING ANY
RECOMMENDATION TO ANY SHAREHOLDER WHETHER TO TENDER OR REFRAIN FROM TENDERING
SHARES IN THE OFFER. EACH SHAREHOLDER IS URGED TO READ AND EVALUATE THE OFFER
AND ACCOMPANYING MATERIALS CAREFULLY.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter, and the enclosed
Offer, dated February 23, 1998, and Letter of Transmittal, relating to the Offer
by Fidelity Advisor Emerging Asia Fund, Inc. (the "Fund") to purchase up to 10%
of its outstanding shares of common stock, par value $0.001 (the "Shares").
This will instruct you to tender to the Fund the number of Shares
indicated below (which are held by you for the account of the undersigned), upon
the terms and subject to the conditions set forth in the Offer and in the
related Letter of Transmittal that you have furnished to the undersigned.
--------------------------------------------------------------
AGGREGATE NUMBER OF SHARES TO BE TENDERED:
[ ] All Shares held for the undersigned;
or
[ ] ____________ Shares
(Enter number of Shares to be tendered; minimum
of 20% of Shares held)
--------------------------------------------------------------
PURCHASE FEE
________ (Number of Shares to be tendered) x .17 = $__________
2
<PAGE> 3
ODD LOTS
This section is to be completed ONLY if Shares are being tendered by or
on behalf of a person owning beneficially or of record an aggregate of not more
than 99 Shares. The undersigned:
[ ] Is the beneficial or record owner of an aggregate of not more than 99
Shares, all of which are being tendered; and, hereby represents that
the above indicated information is true and correct as to the
undersigned.
OPTIONS WITH RESPECT TO SHARES TENDERED (OTHER THAN ODD LOTS)
If the undersigned has tendered all of the Shares owned by the
undersigned and has not checked the box above with respect to odd lots, then the
undersigned may elect one of the options set forth below in the event that the
Fund receives tenders for more shares than the Fund has indicated it will
purchase pursuant to the Offer (the "Offer Amount"). In general, in the event
that more Shares are tendered than the Offer Amount, the Fund will purchase a
number of Shares equal to the Offer Amount on a pro rata basis and, if the
undersigned does not elect one of the options set forth below, a pro rata
portion of the Shares tendered by the undersigned will be purchased by the Fund.
If the undersigned elects one of the options set forth below, the undersigned's
Shares will be purchased in accordance with that option only if, after the Fund
has purchased all Shares tendered by Shareholders who have not elected one of
the options set forth below, the total number of Shares purchased by the Fund is
less than the Offer Amount. If the Fund has purchased all shares tendered by
Shareholders that do not elect one of the options set forth below and the total
number of those Shares is less than the Offer Amount, but the number of Shares
tendered by Shareholders who have elected one of the options set forth below
exceeds the difference between the Offer Amount and the number of Shares
purchased from Shareholders who have not made one of the elections set forth
below, the Fund will purchase Shares from Shareholders who have elected one of
the options set forth below by lot (i.e., by random drawing).
[ ] ALL OR NONE If the Shares to be purchased pursuant to the Offer are to
be prorated as set forth in Section 1 of the Fund's Offer, then the
undersigned elects to have either all of the undersigned's Shares
purchased or none of the undersigned's Shares purchased pursuant to the
proration procedures set forth in Section 1 of the Fund's Offer.
[ ] SOME OR NONE If the Shares to be purchased pursuant to the Offer are to
be prorated as set forth in Section 1 of the Fund's Offer, then the
undersigned elects to have either ______ Shares [fill in the minimum
number of shares you elect to have purchased (which must represent at
least 20% of the total number of Shares that the undersigned owns)] or
none of the Shares owned by the undersigned purchased pursuant to the
proration procedures set forth in Section 1 of the Fund's Offer.
3
<PAGE> 4
----------------------------------------------------------------------------
SIGNATURE BOX
---------------------------
---------------------------
(Signature(s))
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
(Please print Name(s) and Address here)
Area Code and Telephone No. ________________________________________________
-----------------------------------------------------------------------------
Taxpayer Identification (Social Security) Number
----------------------------------------------------------------------------
PLEASE ENCLOSE YOUR CHECK FOR AN AMOUNT EQUAL
TO THE PURCHASE FEE (AS CALCULATED ABOVE)
Date: ___________________, 1998
4
<PAGE> 1
Exhibit 99.(a)(6)
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK OF
FIDELITY ADVISOR EMERGING ASIA FUND, INC.
This form, or one substantially equivalent hereto, must be used to
accept the Offer (as defined below) if a shareholder's certificates for shares
of common stock, par value $0.001 (the "Shares") of Fidelity Advisor Emerging
Asia Fund, Inc., are not immediately available or time will not permit the
Letter of Transmittal and other required documents to be delivered to the
Depositary on or before 5:00 p.m., New York City Time, March 27, 1998 or such
later date to which the Offer is extended (the "Termination Date"). Such form
may be delivered by hand or transmitted by telegram, telex, facsimile
transmission or mail to the Depositary, and must be received by the Depositary
on or before the Termination Date. See Section 3, "Procedure for Tendering
Shares," of the Fund's Offer (as defined below).
The Depositary:
STATE STREET BANK AND TRUST COMPANY
Facsimile Copy Number: (781) 794-6333
Confirm by Telephone: (781) 794-6388
For Account Information Call: (800) 426-5523
<TABLE>
<S> <C>
By First Class Mail: By Express Mail By Hand:
or Overnight Courier:
State Street Bank and Trust State Street Bank and Trust Securities Transfer &
Company Company Reporting Services, Inc.
Corporate Reorganization Corporate Reorganization c/o Boston Equiserve LP
P.O. Box 9061 70 Campanelli Drive 55 Broadway, Third Floor
Boston, MA 02205-8686 Braintree, MA 02184 New York, NY 10006
</TABLE>
================================================================================
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN
ONE LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY
================================================================================
Ladies and Gentlemen:
The undersigned hereby tenders to Fidelity Advisor Emerging Asia Fund,
Inc. (the "Fund"), upon the terms and subject to the conditions set forth in its
Offer, dated February 23, 1998 (the "Fund's Offer") and the related Letter of
Transmittal (which together constitute the "Offer"), receipt of which is hereby
acknowledged, the number of Shares set forth on the reverse side pursuant to the
guaranteed delivery procedures set forth in Section 3, "Procedure for Tendering
Shares," of the Fund's Offer.
<PAGE> 2
================================================================================
Number of Shares Tendered:
Certificate Nos. (if available):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
If Shares will be tendered by book-entry transfer, check box:
[ ] The Depository Trust Company
Account Number:
- --------------------------------------------------------------------------------
Name(s) of Record Holder(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Taxpayer Identification (Social Security) Number:
- --------------------------------------------------------------------------------
The undersigned also tenders all uncertificated Shares that may be held in
the name of the registered holder(s) by the Fund's transfer agent pursuant to
the Fund's dividend reinvestment plan:
________ Yes _______ No
(Note: If neither of these boxes is checked,
any such uncertificated Shares will not be tendered.)
Dated: _______________________________, 1998 ___________________________________
-----------------------------------
Signature(s)
================================================================================
2
<PAGE> 3
================================================================================
GUARANTEE
The undersigned, a member firm of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office, branch, or agency in the
United States, hereby (a) guarantees to deliver to the Depositary certificates
representing the Shares tendered hereby, in proper form for transfer (or tender
shares pursuant to the procedure for book-entry transfer into the Depositary's
account at The Depository Trust Company, together with (i) a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantees (ii) the aggregate amount of the Purchase Fees payable in
respect of the Shares tendered hereby and any (iii) other required documents,
within three business days after the Termination Date of the Offer, and (b)
represents that such tender of Shares complies with Rule 14e-4 under the
Securities Exchange Act of 1934, as amended.
Name of Firm: _______________________________ _________________________________
(AUTHORIZED SIGNATURE)
Address: ______________________________ Name: _________________________________
(PLEASE PRINT)
_______________________________________ Title: ________________________________
CITY STATE ZIP CODE
Area Code and Tel. No. ________________ Dated: __________________________, 1998
DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE
CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
================================================================================
3
<PAGE> 1
EXHIBIT 99.(a)(7)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
OBTAINING A NUMBER
If you do not have a taxpayer identification number ("TIN") or you do not know
your TIN, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), at the local office of the Social Security Administration or Form
SS-4, Application for Employer Identification Number (for business and all
other entities), at the Internal Revenue Service and apply for a TIN.
If you do not have a TIN, write "Applied For" in the space for the TIN, sign
and date the form, and give it to the payer. Generally, you will then have 60
days to get a TIN and give it to the payer. If the payer does not receive your
TIN within 60 days, backup withholding, if applicable, will begin and continue
until you furnish your TIN.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on certain payments
include the following:
* A corporation.
* A financial institution.
* An organization exempt from tax under section 501(a), an individual
retirement plan, or a custodial account under section 403(b)(7).
* The United States or any agency or instrumentality thereof.
* A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
* A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
* An international organization, or any agency or instrumentality thereof.
* A registered dealer in securities or commodities registered in the
United States or a possession of the United States.
* A real estate investment trust.
* A common trust fund operated by a bank under section 584(a).
* An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(l).
* An entity registered at all times during the tax year under the
Investment Company Act of 1940.
* A foreign central bank of issue.
* A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporate
Secretaries, Inc. Nominee List.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
* Payments to nonresident aliens subject to withholding under section
1441.
* Payments to partnerships not engaged in a trade or business in the
United States and which have at least one nonresident partner.
* Payments of patronage dividends where the amount received is not paid
in money.
* Payments made by certain foreign organization.
Payments of interest not generally subject to backup withholding include
the following:
* Payments of interest on obligations issued by individuals. Note: You
may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.
* Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
* Payments described in section 6049(b)(5) to non-resident aliens.
* Payments on tax-free covenant bonds under section 1451.
* Payments made by certain foreign organizations.
* Mortgage interest paid to you.
Exempt payees described above should file to avoid possible erroneous backup
withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS,
ALSO SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends
that are not subject to information reporting are also not subject to backup
withholdings. For details, see section 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A and 6050N, and the regulations thereunder.
PRIVACY ACT NOTICE.--Section 6109 required most recipients of dividend,
interest, or other income to give a TIN to a payer who must report the payments
to the Internal Revenue Service. The Internal Revenue Service uses TIN for
identification purposes to help verify accuracy of your tax return. Payers
must be given the TIN whether or not recipients are required to file tax
returns. Payers must generally withhold 31% of taxable interest, dividend, and
certain other payments to a payee who does not furnish a TIN to a payer.
Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you
fail to furnish your TIN to a payer, you are subject to a penalty of $50 for
each such failure unless your failure is due to reasonable cause and not to
willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties, including
fines or imprisonment.
(4) MISUSE OF TINS.--If the requester discloses or uses TINs in violation of
Federal law, the request may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION
CONTACT YOUR TAX CONSULTANTS OR THE
INTERNAL REVENUE SERVICE
<PAGE> 2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
- --------------------------------------------------------------- ----------------------------------------------------------------
Give the Give the EMPLOYER
For this type of account: SOCIAL SECURITY For this type of account: IDENTIFICATION
number of-- number of--
- --------------------------------------------------------------- ----------------------------------------------------------------
<S> <C> <C> <C>
1. An individual's account The individual 8. Sole proprietorship account The owner (4)
2. Two or more individuals (joint) The actual owner of 9. A valid trust, estate, or pension The legal entity (5)
account) the account or, if trust account
combined funds, any
one of the
individuals(1)
10. Corporate account The corporation
3. Husband and wife (joint account) The actual owner of
the account or, if
joint funds, either
person(1)
11. Association, club, religious, The organization
4. Custodian account of a minor The minor(2) charitable, educational, or other
(Uniform Gifts to Minors Act: tax-exempt organization account
Uniform Transfers to Minors
Act)
5. Adult and minor (joint account) The adult or, if the 12. Partnership account held in the The partnership
minor is the only name of the business
contributor, the
minor(1)
6. Account in the name of guardian The ward, minor or 13. A broker or registered nominee The broker or
or committee for a designated incompetent person(3) account nominee
ward, minor or incompetent
person
7. a. The usual revocable savings The grantor-trustee(1) 14. Account with the Department of The public entity
trust account (grantor is also Agriculture in the name of a
trustee) public entity (such as a State or
local government, school district,
b. So-called trust account that is The actual owner)(1) or prison) that receives
not a legal or valid trust under agricultural program payments
State law
- -------------------------------------------------------------- ---------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) Circle the ward's, minor's, or incompetent person's name and furnish such
person's Social Security number.
(4) Show the name of the owner. You may also enter your business or "doing
business as" name. You must use either your Social Security number or
Employee Identification number.
(5) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the identifying number of the personal representative or
trustee unless the legal entity itself is not designated in the account
title.)
NOTE: If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
<PAGE> 1
Exhibit 99.(d)
February 20, 1998
Fidelity Advisor Emerging Asia Fund, Inc.
82 Devonshire Street
Boston, MA 02109
Re: Fidelity Advisor Emerging Asia Fund -- Annual Tender Offer
Dear Sirs:
We have acted as counsel to Fidelity Advisor Emerging Asia Fund, a Maryland
corporation (the "Company"), in connection with the operation in 1998 of the
Company's annual tender offer plan (the "Plan") intended to reduce or eliminate
a market value discount of the Company's shares from net asset value. The
Company is a closed-end regulated investment company the shares of which are
traded on the New York Stock Exchange. The Company has over 1,000 shareholders
and no shareholder has filed a Schedule 13D or a Schedule 13G under Sections
13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), and the rules and regulations of the Securities and Exchange Commission
(the "Commission") thereunder.
Under the Plan, during the first calendar quarter of each calendar year
commencing in 1997, the board of directors of the Company has committed to
conduct a tender offer for shares of its common stock on an annual basis under
certain circumstances. During the fourth quarter of the previous calendar year,
the board of directors is to fix in advance a period of 12 consecutive calendar
weeks beginning during such fourth calendar quarter and ending in the
immediately following first quarter for the purpose of calculating the average
trading price of the Company's common stock. If the average of the closing
prices of the common stock of the Company for the last trading day in each week
during such 12-week period, on the principal securities exchange where such
stock is listed, is below the initial offering price of $15.00 per share and
represents a discount of 10% or more from the average net asset value of the
Company as determined on the same days in the same period, a tender offer for up
to 10% of the then outstanding shares of common stock of the Company will be
conducted during such first calendar quarter, subject to certain conditions. Any
such tender offer will be at a price equal to the net asset value of the common
stock on a date subsequent to the Company's receipt of all tenders. If more
shares are tendered than the Company is required to purchase, the Company will
purchase shares tendered on a pro rata basis. A shareholder wishing to accept
the tender offer must tender all (but not less than all) of the shares of common
stock owned by such shareholder or attributed to him under Section 318 of the
Internal Revenue Code of 1986, as amended (the "Code"), unless the Company has
received a ruling from the Internal Revenue Service (the "Service"), or an
opinion of counsel, that a tender of less than all of a shareholder's shares of
common stock will not cause non-tendering shareholders to realize constructive
distributions on their shares of common stock. You have proposed that a
shareholder wishing to accept the tender offer be permitted to tender less than
all the shares of common stock owned by such shareholder or attributed to him
under Section 318 of the Code, provided that the shareholder tender at least 20%
of such common stock, and you have asked that we render the present opinion
letter in connection with such proposal.
<PAGE> 2
Fidelity Advisor Emerging Asia Fund, Inc. Page 2
February 20, 1998
In rendering the opinions expressed herein, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed necessary
or appropriate for the purpose of rendering this opinion. In addition, we have
examined the Company's Registration Statement on Form N-2 dated March 18, 1994,
relating to shares of common stock of the Company, filed with the Commission
pursuant to the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940 (the "1940 Act"), each as amended, the Issuer Tender Offer
Statement on Schedule 13E-4, filed with the Commission pursuant to the Section
13(e)(1) of the 1934 Act and the rules and regulations of the Commission
thereunder. We have also assumed that a shareholder wishing to accept the tender
offer will be required to tender at least 20% of the shares of common stock
owned by such shareholder or attributed to him under Section 318 of the Code.
The opinions set forth below are based upon the Code, the regulations
promulgated by the Treasury Department, published administrative announcements
and rulings of the Service and court decisions, all as of the date of this
letter. Based on and subject to the foregoing, and such examinations of law as
we have deemed necessary, it is our opinion that for U.S. Federal income tax
purposes:
(1) Each shareholder who tenders common stock that is held by such
shareholder as a capital asset will realize capital gain or
loss on the tender equal to the difference between the price
paid by the Company for the shares purchased in the tender
offer and the shareholder's adjusted basis in such shares, if
such shareholder's proportionate interest in the common stock
of the Company, including stock attributed to the shareholder
under Section 318 of the Code, is reduced as a result of such
tender, and following the tender such shareholder's
proportionate interest in the common stock of the Company,
including stock attributed to the shareholder under Section
318 of the Code, is less than 5%.
In the highly unlikely event that a tendering shareholder's proportionate
interest in the common stock of the Company, including stock attributed to the
shareholder under Section 318 of the Code, is not reduced as a result of the
tender,(1) such shareholder will be deemed to receive a distribution from the
Company equal to the amount of the price paid by the Company for the shares
purchased in the tender offer. Such deemed distribution will be treated as a
dividend to the extent of the Company's current and accumulated earnings and
profits. To the extent that such deemed distribution exceeds the Company's
current and accumulated earnings and profits, it will reduce the tendering
shareholder's adjusted basis in his shares. The amount by which such deemed
distribution (not treated as a dividend) exceeds the shareholder's adjusted
basis will be a capital gain in the hands of the shareholder.
- ---------------
(1) Such a situation could arise only if there is an oversubscription to
the tender offer such that only a pro-rata portion of the shares
tendered by each tendering shareholder are purchased. For example, if a
shareholder tenders 20% of his shares and all other shareholders tender
all their shares, the percentage shareholding of the shareholder who
tenders only 20% of his shares will increase.
<PAGE> 3
Fidelity Advisor Emerging Asia Fund, Inc. Page 3
February 20, 1998
No opinion is being rendered with respect to any shareholder tendering common
stock in the Company whose proportionate interest in the common stock of the
Company, including stock attributed under Section 318 of the Code, immediately
after the tender is not less than 5%.
(2) Shareholders who do not tender shares of common stock will not
realize constructive distributions on their common stock as a
result of the participation by other shareholders in the
tender offer.
The opinions set forth in this letter represent our conclusions as to the
application of Federal income tax law existing as of the date of this letter to
the transactions described herein. We can give no assurance that legislative
enactments, administrative changes or court decisions may not be forthcoming
that would modify or supersede our opinions.
The opinions contained herein are limited to those matters expressly covered; no
opinion is to be implied in respect of any other matter. The opinions set forth
herein are as of the date hereof and we disclaim any undertaking to update this
letter or otherwise advise you as to any changes of law or fact that may
hereinafter be brought to our attention. The opinions set forth herein may not
be relied on by any person or entity other than you without our prior written
consent.
Very truly yours,
/s/ Rogers & Wells LLP
