AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON JULY 6, 1994
SECURITIES ACT FILE NO. 33-
INVESTMENT COMPANY ACT FILE NO. 811-
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM N-2
(CHECK APPROPRIATE BOX OR BOXES)
$REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
$PRE-EFFECTIVE AMENDMENT NO.
$POST-EFFECTIVE AMENDMENT NO.
AND/OR
$REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
$AMENDMENT NO.
________________________
FIDELITY ADVISOR KOREA FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
82 DEVONSHIRE STREET
BOSTON, MASSACHUSETTS 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (800) 426-5523
________________________
ARTHUR S. LORING, SECRETARY
FIDELITY ADVISOR KOREA FUND, INC.
82 DEVONSHIRE STREET
BOSTON, MASSACHUSETTS 02109
(NAME AND ADDRESS OF AGENT FOR SERVICE)
________________________
WITH COPIES TO:
LAURENCE E. CRANCH, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
SARAH E. COGAN, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3909
(212) 455-2000________________________
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of this registration statement.
If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities
Act of 1933, other than securities offered in connection with a dividend
reinvestment plan, check the following box. $
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
TITLE OF SECURITIES AMOUNT BEING REGISTERED PROPOSED MAXIMUM PROPOSED AMOUNT OF
BEING REGISTERED OFFERING PRICE MAXIMUM REGISTRATION
PER SHARE (2) AGGREGATE FEE (3)
OFFERING PRICE (2)
Common Stock, $.001 Par Value Shares(1) 21,500 $15.00 $322,500 $1,112
</TABLE>
(1) Includes 3,225 shares subject to the Underwriters' over-allotment
option.
(2) Estimated solely for purposes of calculating the registration fee.
(3) Includes $1,000 registration fee under the Investment Company Act of
1940.
________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
CROSS REFERENCE SHEET
PARTS A AND B OF PROSPECTUS*
ITEMS IN PARTS A AND B OF FORM N-2 LOCATION IN PROSPECTUS
1. Outside Front Cover Front Cover Page
2. Inside Front and Outside Back Cover
Page Front Cover Page; Inside Front Cover Page; Outside Back Cover Page
3. Fee Table and Synopsis Prospectus Summary; Summary of Expenses
4. Financial Highlights Not Applicable
5. Plan of Distribution Cover Page; Prospectus Summary; Underwriting
6. Selling Shareholders Not Applicable
7. Use of Proceeds Use of Proceeds
8. General Description of the Registrant Cover Page; Prospectus Summary;
The Fund; Investment Objective and Policies; Investment Restrictions; Risk
Factors and Special Considerations; Description of Capital Stock
9. Management Management of the Fund; Portfolio Transactions; Description
of Capital Stock; Custodians, Transfer Agent, Dividend Paying Agent and
Registrar
10. Capital Stock, Long-Term Debt and
Other Securities Prospectus Summary; Dividends and Distributions;
Dividend Reinvestment and Cash Purchase Plan; Taxation; Description of
Capital Stock; Underwriting
11. Defaults and Arrears on Senior
Securities Not Applicable
12. Legal Proceedings Not Applicable
13. Table of Contents of the Statement
of Additional Information Not Applicable
14. Cover Page Not Applicable
15. Table of Contents Not Applicable
16. General Information and History The Fund
17. Investment Objective and Policies Investment Objective and Policies;
Investment Restrictions
18. Management Management of the Fund
19. Control Persons and Principal Holders
of Securities Not Applicable
20. Investment Advisory and Other Services Management of the Fund;
Custodian, Transfer Agent, Dividend Paying Agent and Registrar; Experts
21. Brokerage Allocation and Other
Practices Portfolio Transactions
22. Tax Status Taxation
23. Financial Statements Report of Independent Accountants; Statement of
Assets and Liabilities
____________
* Pursuant to the General Instructions to Form N-2, all information
required to be set forth in Part B: Statement of Additional Information has
been included in Part A: The Prospectus.
SUBJECT TO COMPLETION, DATED __________ , 1994
User-defined Box 1
PROSPECTUS
, 1994
Shares
FIDELITY ADVISOR
KOREA FUND, INC.
[LOGO]COMMON STOCK
Fidelity Advisor Korea Fund, Inc. (the "Fund") is a newly organized,
non-diversified, closed-end management investment company. The Fund's
investment objective is long-term capital appreciation. The Fund seeks to
achieve its objective by investing primarily in equity and debt securities
of Korean Issuers (as defined in this Prospectus). Under normal market
conditions, the Fund will invest at least 65% of its total assets in such
securities. The Fund's investment manager and investment adviser currently
anticipate that, once fully invested, at least 80% of the Fund's net assets
will be invested in equity securities of Korean Issuers. There can be no
assurance that the Fund's investment objective will be achieved. Up to 35%
of the Fund's total assets may be invested in securities of Asian Issuers
(as defined in the Prospectus) other than Korean Issuers. Due to the risks
inherent in international investments generally, the Fund should be
considered as a vehicle for investing a portion of an investor's assets in
foreign securities markets and not as a complete investment program.
INVESTMENT IN KOREAN SECURITIES INVOLVES RISKS THAT ARE NOT NORMALLY
INVOLVED IN INVESTMENTS IN SECURITIES OF U.S. COMPANIES. IN ADDITION,
ALTHOUGH THE FUND CURRENTLY INTENDS TO INVEST PRINCIPALLY IN EQUITY
SECURITIES, IT MAY INVEST IN HIGH RISK, HIGH YIELD DEBT INSTRUMENTS THAT
ARE PREDOMINANTLY SPECULATIVE. INVESTMENT IN THE FUND SHOULD BE CONSIDERED
SPECULATIVE. SEE "INVESTMENT OBJECTIVE AND POLICIES" AND "RISK FACTORS AND
SPECIAL CONSIDERATIONS."
PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE SHARES.
THE FUND INTENDS TO APPLY TO LIST THE FUND'S COMMON STOCK ON THE NEW YORK
STOCK EXCHANGE. SHARES OF CLOSED-END INVESTMENT COMPANIES HAVE IN THE PAST
FREQUENTLY TRADED AT DISCOUNTS FROM THEIR NET ASSET VALUES. THE RISK OF
LOSS ASSOCIATED WITH THIS CHARACTERISTIC OF CLOSED-END INVESTMENT COMPANIES
MAY BE GREATER FOR INVESTORS PURCHASING SHARES IN THE OFFERING AND
EXPECTING TO SELL THE SHARES SOON AFTER THE COMPLETION THEREOF. THERE IS
NO RESTRICTION ON THE NUMBER OF SHARES THAT MAY BE PURCHASED SUBJECT TO THE
TRANSFER RESTRICTION DESCRIBED IN THE FOOTNOTES TO THE TABLE BELOW, EXCEPT
THAT THE FUND WILL COMPLY, WITH RESPECT TO NON-RESTRICTED SHARES, WITH THE
DISTRIBUTION REQUIREMENTS OF THE NEW YORK STOCK EXCHANGE. SEE
"UNDERWRITING." TO THE EXTENT INVESTORS WHO ARE SUBJECT TO THE TRANSFER
RESTRICTION SELL THEIR SHARES ONCE THE TRANSFER RESTRICTION IS NO LONGER
APPLICABLE, THE MARKET PRICE OF THE FUND'S COMMON STOCK COULD BE ADVERSELY
AFFECTED. IN ADDITION, THE TRANSFER RESTRICTION WILL REDUCE THE NUMBER OF
SHARES AVAILABLE FOR SALE IN THE SECONDARY MARKET DURING THE 90-DAY
RESTRICTION PERIOD.
This Prospectus sets forth concisely information about the Fund that a
prospective investor should know before purchasing Shares. Investors are
advised to read this Prospectus and retain it for future reference.
(CONTINUED ON FOLLOWING PAGE)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
PRICE SALES LOAD PROCEEDS
TO PUBLIC(1) (1)(2) TO FUND(3)
Per Share $15.00 $ $
Total(4) $ $ $
(FOOTNOTES ON FOLLOWING PAGE)
The Shares are offered by the several U.S. Underwriters subject to prior
sale, when, as and if delivered to and accepted by them, subject to
approval of certain legal matters by counsel for the U.S. Underwriters and
certain other conditions, including the right to withdraw, cancel or modify
such offer and to reject orders in whole or in part. It is expected that
delivery of the share certificates will be made in New York, New York on or
about , 1994.
________________________
BARING SECURITIES INC.DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
IN CONNECTION WITH THIS OFFERING, THE U.S. UNDERWRITERS AND THE
INTERNATIONAL UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH
STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SHARES AT LEVELS ABOVE THOSE
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE
EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKETS OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
(CONTINUED FROM PREVIOUS PAGE)
Of the __________ shares of the Fund's Common Stock offered (the
"Shares"), __________ Shares are being offered by the U.S. Underwriters in
the United States and Canada (the "U.S. Offering") and __________ Shares
are being offered by the International Underwriters outside the United
States and Canada (the "International Offering" and together with the U.S.
Offering, the "Offering"), subject to transfer between the U.S.
Underwriters and the International Underwriters (collectively, the
"Underwriters"). The initial public offering price and sales load per
Share are the same for both the U.S. Offering and the International
Offering.
In order to raise additional capital to take advantage of additional
investment opportunities expected to occur if and when Korea relaxes
certain of its investment restrictions currently imposed on foreign
investors, the Fund currently intends, subject to approval by its Board of
Directors, to make a rights offering to its shareholders at the time such
investment restrictions are relaxed. See "Future Rights Offering"
Fidelity Management & Research Company will serve as investment manager to
the Fund. Fidelity International Investment Advisors will serve as the
Fund's investment adviser. Pursuant to a Sub-Advisory Agreement, Fidelity
International Investment Advisors has delegated its responsibilities for
the day-to-day management of the Fund to Fidelity Investments Japan
Limited, which will serve as the Fund's sub-adviser and will manage the
Fund's portfolio through its Tokyo office.
The address of the Fund is 82 Devonshire Street, Boston, Massachusetts
02109. The Fund's telephone number is (800) 426-[5523].
________________________
(NOTES FROM PRIOR PAGE)
(1) THE "PRICE TO PUBLIC" AND "SALES LOAD" PER SHARE WILL BE REDUCED TO $
AND $ , RESPECTIVELY, FOR PURCHASES IN SINGLE TRANSACTIONS (AS
DEFINED HEREIN UNDER "UNDERWRITING") OF BETWEEN AND SHARES,
INCLUSIVE, TO $ AND $ , RESPECTIVELY, FOR PURCHASES IN SINGLE
TRANSACTIONS OF BETWEEN AND SHARES, INCLUSIVE, AND TO $
AND $ , RESPECTIVELY, FOR PURCHASES IN SINGLE TRANSACTIONS OF
OR MORE SHARES OF COMMON STOCK, SUBJECT TO THE FOLLOWING SENTENCE.
PURCHASERS WHO AGREE TO PURCHASE SHARES OF COMMON STOCK AT THE REDUCED
PRICE WILL BE RESTRICTED FROM TRANSFERRING SUCH SHARES FOR A PERIOD OF 90
DAYS AFTER THE CLOSING OF THE OFFERING.
(2) THE FUND, THE INVESTMENT MANAGER, THE INVESTMENT ADVISER AND THE
SUB-ADVISER HAVE AGREED TO INDEMNIFY THE SEVERAL UNDERWRITERS AGAINST
CERTAIN LIABILITIES, INCLUDING LIABILITIES UNDER THE SECURITIES ACT OF
1933.
(3) BEFORE DEDUCTING EXPENSES PAYABLE BY THE FUND, ESTIMATED AT $
.
(4) THE FUND HAS GRANTED THE U.S. UNDERWRITERS OPTIONS, EXERCISABLE ONE OR
MORE TIMES WITHIN 45 DAYS AFTER THE DATE OF THIS PROSPECTUS, TO PURCHASE UP
TO AN AGGREGATE OF ADDITIONAL SHARES OF COMMON STOCK AT THE
PRICE TO PUBLIC LESS SALES LOAD SOLELY TO COVER OVER-ALLOTMENTS, IF ANY.
IF ALL OF SUCH SHARES ARE PURCHASED, THE TOTAL PRICE TO PUBLIC, SALES LOAD
AND PROCEEDS TO FUND WILL BE $ , $ AND $ ,
RESPECTIVELY, ASSUMING NO REDUCTION AS DESCRIBED IN (1) ABOVE. SEE
"UNDERWRITING."
________________________
Unless otherwise specified, references in this Prospectus to "dollars,"
"U.S. $," or "$" are to U.S. dollars and references to "Won" or "" are to
Korean Won. On , the market average exchange rate of the
Won to the U.S. dollar, as published by the Korea Financial
Telecommunications and Clearings Institute (the "Market Average Exchange
Rate"), was = $1.00. Unless otherwise indicated, the U.S.
dollar equivalent of information in Korean Won as of a date or for a period
is as of such date or for the end of such period and is based on The Bank
of Korea concentration base rate, if pre-March 1990, or the Market Average
Exchange Rate, if post-March 1990 as reported in the Monthly Review, a
monthly publication of the Securities Supervisory Board of Korea. No
representation is made that the Won or dollar amounts in this Prospectus
could have been or could be converted into Won or dollars, as the case may
be, at any particular rate or at all. See "Risk Factors - Exchange Rate
Fluctuations" and "The Republic of Korea" for additional information on the
historical rate of exchange between the dollar and Won.
Certain numbers in this Prospectus have been rounded for ease of
presentation, and, as a result, may not total precisely.
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
MORE DETAILED INFORMATION INCLUDED ELSEWHERE IN THIS PROSPECTUS.
The Fund The Fund is a newly organized, non-diversified, closed-end
management investment company established for investors seeking to invest a
portion of their assets in a professionally managed portfolio composed
primarily of securities of issuers in the Republic of Korea ("Korea").
Although the Fund currently intends to invest principally in equity
securities, it also may invest in debt securities as described below.
Fidelity Management & Research Company (the "Investment Manager") will
serve as the Fund's investment manager and will supervise the Fund's
investment program. Fidelity International Investment Advisors (the
"Investment Adviser"), will be the investment adviser and may in its sole
discretion either have day-to-day management responsibility or delegate
such responsibility to Fidelity Investments Japan Limited (the
"Sub-Adviser"). Pursuant to the Sub-Advisory Agreement, the Investment
Adviser has delegated its responsibilities for the day-to-day management of
the Fund to the Sub-Adviser which will manage the Fund's portfolio through
its Tokyo office. The Investment Adviser will assist the Sub-Adviser and
will provide research and trading facilities to the Sub-Adviser. See "The
Fund" and "Management of the Fund - Investment Manager, Investment Adviser
and Sub-Adviser." (The Investment Manager, Investment Adviser and
Sub-Adviser may be collectively referred to as "Fidelity").
Investment in Korea Fidelity believes that attractive investment
opportunities may result from the potential growth of the Korean economy
and the evolving process of the liberalization and reform of the securities
markets in Korea. The emergence of Korea's reputation as a producer of
quality goods coupled with its position as a leading exporter in the Asia
Pacific region may contribute significantly to the potential for
accelerated growth in the Korean economy. Continued liberalization of the
securities markets along with an increase in the number of Korean companies
that are available for investment to foreign investors would enable the
Fund to participate in and benefit from such potential economic growth.
There can be no assurance, however, that such liberalization or economic
growth will continue to occur or that the Fund will be able to participate
in and benefit from any future liberalization or economic growth.
Investment Objective and Policies The Fund's investment objective is
long-term capital appreciation. The Fund will seek to obtain its objective
by investing primarily in securities of Korean Issuers (as defined below).
As a matter of fundamental policy and under normal market conditions, at
least 65% of the Fund's total assets will be invested in equity and debt
securities of Korean Issuers. Fidelity currently anticipates that, once
the Fund is fully invested, at least 80% of its net assets will be invested
in equity securities of Korean Issuers. No assurance can be given that the
Fund's investment objective will be realized. See "Investment Objective
and Policies" and "Risk Factors and Special Considerations."
As used in this Prospectus, Korean Issuers are entities that (i) are
organized under the laws of Korea or conduct business in Korea, (ii)
regardless of where organized, and as determined by Fidelity, derive at
least 50% of their revenues or profits from goods produced or sold,
investments made or services performed or have at least 50% of their assets
located in Korea, (iii) have the primary trading market for their
securities in Korea or (iv) are governments, or their agencies or
instrumentalities or other political subdivisions, of Korea.
Equity securities in which the Fund may invest include common and preferred
stock, American, Global or other types of Depositary Receipts, convertible
bonds, notes and debentures, equity interests in trusts, partnerships,
joint ventures or similar enterprises and common stock purchase warrants
and rights. Korean law does not currently permit foreign investors, such
as the Fund, to invest in rights and warrants to purchase equity securities
or in securities for which there is no readily available market or equity
securities of companies organized under the laws of Korea that are not
listed on the Korea Stock Exchange (the "KSE").
To the extent consistent with its investment objective, the Fund also may
invest in debt securities issued or guaranteed by Korean Issuers. The
Fund's assets may be invested in debt securities when Fidelity believes
that such securities offer opportunities for long-term capital
appreciation. The Fund's investments in debt securities will include
bonds, notes, bills or other fixed income or floating rate debt
obligations, including participations in and assignments of portions of
loans. These debt securities may be unrated or rated below investment
grade. Non-convertible debt securities in which the Fund may invest
include U.S. dollar or Won-denominated debt securities issued by Korean
Issuers and obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities. Korean law does not currently permit
foreign investors such as the Fund to acquire debt securities denominated
in Won.
Certain investment practices in which the Fund is authorized to engage,
such as investing in [Korean government debt], certain currency hedging
techniques, the lending of portfolio securities, forward commitments,
standby commitment agreements and the purchase or sale of put and call
options are not currently permitted under Korean laws or regulations. The
Fund may engage in these investment practices to the extent the practices
become permissible under Korean law in the future or with respect to
investments outside of Korea. See "Investment Objective and Policies -
Other Investment Policies."
For temporary defensive purposes, the Fund may vary from its investment
policies during periods in which, in Fidelity's judgment, conditions in the
Korean securities markets or other economic or political conditions in
Korea warrant. No assurance can be given that the Fund's investment
objective will be achieved. See "Investment Objective and Policies" and
"Risk Factors and Special Considerations."
Most of the securities purchased by the Fund are expected to be traded on a
foreign stock exchange or in a foreign over-the-counter market. However,
the Fund may invest up to 35% of its total assets in securities that are
illiquid, that is securities for which there is no readily available
market, or no market at all. See "Investment Objective and Policies."
As a mater of fundamental policy up to 35% of the Fund's total assets may
be invested in securities of Asian Issuers, which are issuers (other than
issuers meeting the definition of Korean Issuers as defined above),
regardless of where organized, that (i) are organized under the laws of an
Asian country, (ii) regardless of where organized, and as determined by
Fidelity, derive at least 50% of their revenues or profits, from goods
produced or sold, investments made, or services performed, in Asian
countries, (iii) have the primary trading market for their securities in an
Asian country or (iv) are governments, or their agencies, instrumentalities
or other political sub-divisions, of Asian countries.
During the Fund's initial investment period, and for [temporary] defensive
purposes, the Fund may invest without limitation in Temporary Investments
(as defined below). See "Investment Objective and Policies - Temporary
Investments."
The Offering The Fund is offering shares of Common Stock,
$0.001 par value (the "Shares") for sale in concurrent offerings. Of the
Shares being offered, Shares (the "U.S. Shares") are being offered
by a group of U.S. Underwriters (the U.S. Underwriters") led by Baring
Securities, Inc. and Donaldson, Lufkin & Jenrette Securities Corporation
and Shares (the "International Shares") are being offered by a group
of underwriters (the "International Underwriters") led by Baring Brothers &
Co., Limited and Donaldson, Lufkin & Jenrette Securities Corporation. The
initial public offering price of the Shares is $15.00 per share, which will
be reduced to $ for purchases in single transactions (as defined under
"Underwriting" below) of or more Shares, subject to the following
sentence. Purchasers who agree to purchase Shares at a reduced price will
be restricted from transferring such Shares for a period of 90 days after
the closing of the Offering. There is no restriction on the number of
Shares that may be purchased subject to the transfer restriction described
above, except that the Fund will comply, with respect to non-restricted
Shares, with the distribution requirements of the New York Stock Exchange
(the "NYSE"). The U.S. Underwriters have also been granted options to
purchase an aggregate of additional shares of the Fund's Common
Stock to cover over-allotments. The Shares are subject to transfer between
the underwriting syndicates by their respective representatives. See
"Underwriting."
Future Rights Offering In order to raise additional capital to take
advantage of additional investment opportunities expected to occur if and
when Korea relaxes certain of its investment restrictions currently imposed
on foreign investors, the Fund currently intends, subject to approval by
its Board of Directors, to make a rights offering to its shareholders at
the time such investment restrictions are relaxed. See "Future Rights
Offering."
Listing The Fund intends to apply to list the Fund's Common Stock on the
New York Stock Exchange.
Stock Symbol ["FAK"]
Investment Manager,
Investment Adviser and Sub-Adviser Fidelity Management & Research
Company, a leading international investment manager, will act as Investment
Manager of the Fund and will supervise the Fund's investment program. As
of , the Investment Manager and its affiliates had over $
billion under management of which more than $ billion was invested
in non-U.S. securities (including over $ billion in Asian securities
and over $ ____ billion managed from Asian offices). The Fidelity
organization has more than 20 years experience investing in Asia. Fidelity
International Investment Advisors ("FIIA"), the Fund's Investment Adviser
and an affiliate of the Investment Manager is responsible for the
day-to-day management, of the Fund's investments. Pursuant to the
Sub-Advisory Agreement, the Investment Adviser has delegated its
responsibilities for the day-to-day management of the Fund to Fidelity
Investments Japan Limited, which will manage the Fund's portfolio through
its Tokyo office.
[The Investment Manager, together with the Investment Adviser, the
Sub-Adviser and its other affiliates (sometimes collectively referred to
herein as "Fidelity"), has extensive research capabilities within the Asian
region, and maintains offices in Hong Kong, Singapore and Tokyo, which are
staffed by [__] investment professionals. The Sub-Adviser, through its
Tokyo office, routinely researches and screens for investment potential in
Korean companies. The Sub-Adviser seeks to identify investments through
management contacts and on-site visits of companies within Korea.]
Edward Bang [description] will serve as the Fund's principal portfolio
manager. See "Management of the Fund - Investment Manager, Investment
Adviser and Sub-Adviser."
Advisory Fees and Expenses The Fund will pay the Investment Manager a
monthly basic fee at an annual rate of 1.00% of the Fund's average daily
net assets for its services. The Investment Manager will pay the
Investment Adviser 60% of the fees paid by the Fund to the Investment
Manager. The Investment Adviser will pay the Sub-Adviser a fee equal to
50% of the fee paid to the Investment Adviser with respect to any Fund
assets managed by the Sub-Adviser on a discretionary basis, and 30% of the
fee paid to the Investment Adviser with respect to any Fund assets managed
by the Sub-Adviser on a non-discretionary basis. See "Management of the
Fund - Compensation and Expenses." The advisory fee paid by the Fund is
higher than those paid by most U.S. investment companies investing
exclusively in the securities of U.S. issuers, primarily because of the
additional time and expense required of the Investment Manager, the
Investment Adviser and the Sub-Adviser in pursuing the Fund's policy of
investing in Korean securities, including illiquid Korean securities. In
addition, the operating expense ratio of the Fund can be expected to be
higher than that of a fund investing primarily in securities of U.S.
issuers. It is expected, however, that the Fund's investment advisory fee,
as well as its overall expense ratio, will be comparable to that of many
closed-end management investment companies of comparable size that invest
primarily in securities of issuers in a single foreign country.
Administration Fidelity Service Co. ("Service"), a division of FMR
Corp., the parent company of the Investment Manager will serve as the
Fund's administrator pursuant to the terms of an Administration Agreement.
The Fund will pay to Service a monthly fee at an annual rate of .20% of the
Fund's average daily net assets for its services. See "Management of the
Fund - Administration."
Dividends and Distributions The Fund intends to distribute annually to
holders of Common Stock substantially all of its net investment income, and
to distribute any net realized capital gains at least annually. See
"Dividends and Distributions; Dividend Reinvestment and Cash Purchase
Plan."
Under the Fund's Dividend Reinvestment and Cash Purchase Plan (the "Plan"),
a shareholder may elect to have all dividends and distributions
automatically reinvested in additional shares of Common Stock of the Fund.
Participants also have the option of making additional cash payments,
annually, to be used to acquire additional shares of Common Stock of the
Fund in the open market. Shareholders whose shares are held in the name of
a broker or nominee should contact such broker or nominee to confirm that
they may participate in the Fund's Plan.
See "Dividends and Distributions; Dividend Reinvestment and Cash Purchase
Plan."
Annual Tender Offers and
Share Repurchases Shares of common stock of closed-end investment
companies frequently trade at a discount from net asset value but may trade
at a premium. The Fund cannot predict whether shares of its Common Stock
will trade at, below or above net asset value. In recognition of the
possibility that the Fund's Common Stock may trade at a discount from net
asset value, the Board of Directors of the Fund has determined that annual
tender offers for shares of its Common Stock may help reduce any market
discount from net asset value that may develop. In this connection, during
the first calendar quarter of each calendar year commencing in [1997], the
Board of Directors of the Fund has committed to conduct a tender offer for
shares of its Common Stock on an annual basis under the circumstances
described below. During the fourth quarter of the previous calendar year,
the Board of Directors will 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 Fund's Common Stock. In the event that the
average of the closing prices of the Common Stock of the Fund for the last
trading day in each week during such 12 week period, on the principal
securities exchange where 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 Fund 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 Fund will be conducted during such first calendar
quarter. In addition, the Board may consider open market repurchases of
its Common Stock or converting the Fund into an open-end investment
company. No assurance can be given that annual tender offers or
repurchases of shares of Common Stock will reduce or eliminate any market
discount from net asset value of the Fund's Common Stock. There are
certain risks associated with tender offers and repurchases. See "Annual
Tender Offers and Share Repurchases," "Risk Factors and Special
Considerations" and "Taxation - U.S. Federal Income Taxes."
Custodian, Transfer Agent, Dividend
Paying Agent and Registrar The Chase Manhattan Bank, N.A. ("Chase")
will act as custodian for the Fund's assets. Chase or the Fund will
designate foreign sub-custodians approved by the Fund's Board of Directors
in accordance with the regulations of the Securities and Exchange
Commission (the "Commission" or the "SEC"). [____________ will serve as
the Fund's sub-custodian for its assets held in Korea. Chase or the Fund
may designate additional sub-custodians.] State Street Bank and Trust
Company will act as transfer agent, dividend paying agent and registrar for
the Fund's Common Stock. See "Custodian, Transfer Agent, Dividend Paying
Agent and Registrar." [Local Sub-Custodian Disclosure to be provided by
Amendment].
Risk Factors and Special Considerations Because the Fund currently
intends to invest primarily in equity securities of Korean Issuers, an
investor in the Fund should be aware of certain risks relating to Korea,
the Korean securities markets and international investments generally which
are not typically associated with U.S. domestic investments. In
particular, considerations and risks not typically associated with
investing in securities of U.S. domestic companies include (i) certain
restrictions on foreign investment in the Korean securities markets which
will preclude investment in certain securities by the Fund and limit
investment opportunities for the Fund; (ii) currency devaluations and
fluctuations in the rate of exchange between the dollar and the Won with
the resultant fluctuations in the net asset value of the Fund (which is
expressed in dollars); (iii) substantial government involvement in, and
influence on, the economy and the private sector; (iv) political, economic
and social uncertainty and instability, including, increasing
militarization in North Korea; (v) the substantially smaller size and lower
trading volume of the securities markets for Korean equity securities
compared to the U.S. securities markets, resulting in a potential lack of
liquidity and increased price volatility; (vi) the risk that the sale of
portfolio securities by the Korea Securities Stabilization Fund (the
"Stabilization Fund"), a fund established in order to stabilize the Korean
securities markets, or other large Korean institutional investors may
adversely impact the market value of securities in the Fund's portfolio;
(vii) the risk that less information with respect to Korean companies may
be available due to the fact that Korean accounting, auditing and financial
reporting standards are not equivalent to those applicable to U.S.
companies; (viii) heavy concentration of market capitalization and trading
volume in a small number of issuers, which result in potentially fewer
investment opportunities for the Fund; (ix) controls on foreign investment
and limitations on repatriation of invested capital and on the Fund's
ability to exchange Won for U.S. dollars; (x) the risk of nationalization
or expropriation of assets or confiscatory taxation; (xi) higher rates of
inflation; (xii) less government supervision and regulation of Korean
securities markets and participants in those markets; (xiii) settlement
delays; (xiv) the risk that dividends will be withheld at the source; (xv)
unavailability of currency hedging techniques in the Korean markets; (xvi)
the fact that companies in Korea may be smaller, less seasoned and newly
organized; (xvii) the risk that it may be more difficult to obtain and/or
enforce a judgment in a court in Korea and outside the United States
generally; and (xviii) the risk of taxation of the Fund, its investments
and its income by Korea. See "Risk Factors and Special Considerations."
Investment in securities of Korean companies by foreign investors is
subject to significant restrictions and controls. As a result, the Fund
may be limited in its investments or precluded from investing in certain
Korean companies, which may adversely affect the performance of the Fund.
Under the current regulations, foreign investors are allowed to invest in
almost all shares listed on the KSE, subject to certain ceilings on foreign
shareholdings. The percentage of each class of a company's outstanding
equity shares that may be held by a particular foreign investor and by all
foreign investors as a group generally is limited to 3% and 10%,
respectively. The 3% and 10% limitations are reduced to 1% and 8%,
respectively, for certain government-designated public corporations with
shares listed on the KSE. Further, the 10% limitation may be increased up
to 25%, as determined by the Korean Securities and Exchange Commission (the
"KSEC"), for foreign investment companies established pursuant to the
Foreign Capital Inducement Act or the Foreign Exchange Management Act and
companies that have issued equity-related securities outside Korea. As of
[September 30, 1993, 127] companies listed on the KSE had reached the 10%
aggregate foreign ownership limit (18.3% of all companies listed on the
KSE). Foreign investors are, however, generally allowed to effect
transactions with other foreign investors through a securities company in
Korea but off the KSE in the shares of companies that have reached the
maximum aggregate foreign ownership limit. Such transactions may, and
often do, occur at a premium over prices on the KSE. There can be no
assurance that the Fund, if it purchases such shares at a premium, will be
able to realize such premium on the sale of such shares or that such
premium will not be adversely affected by changes in regulations (including
relaxation of the limitations on foreign ownership) or otherwise. See
"Risk Factors - Investment Restrictions and Foreign Exchange Controls."
Because the Fund will invest in equity securities of Korean companies and,
if it becomes permissible, in Won-denominated fixed income securities (the
market value of each of which is determined in Won and the income from
which will likely be received in Won) and since the Fund's net asset value
will be reported and distributions from the Fund will be made in U.S.
dollars, the value of the Fund's assets will be adversely affected by a
decline in the value of the Won relative to the U.S. dollar. The Fund is
authorized to engage in foreign currency hedging transactions, which may
involve special risks, although such transactions, with certain exceptions,
are not currently permitted under Korean law or regulations. See "Risk
Factors - Exchange Rate Fluctuations" and "Appendix A - General
Characteristics and Risks of Derivatives."
The Korean government has historically exercised and continues to exercise
substantial influence over many aspects of the private sector. The Korean
government from time to time has informally influenced the payment of
dividends and the prices of certain products, encouraged companies to
invest or to concentrate in particular industries, induced mergers between
companies in industries suffering from excess capacity and induced private
companies to publicly offer their securities. The government has sought to
minimize excessive price volatility on the KSE through various steps,
including the imposition of limitations on daily price movements of
securities.
The value of the Fund's assets may be adversely affected by political,
economic or social instability in Korea, and by changes in Korean law or
regulations. Political instability and/or military conflict involving
North Korea may also adversely affect the value of the Fund's assets. In
addition, the economy of Korea may differ favorably or unfavorably from the
U.S. economy in such respects as the rate of growth of gross domestic
product, the rate of inflation, capital investment, resource
self-sufficiency and balance of payments position, among others.
[To Be Updated]
The Korean securities markets are smaller than the securities markets of
the U.S. As of [September 30, 1993, the aggregate market capitalization of
equity securities listed on the KSE totaled approximately 92.5 trillion
($114.4 billion), as compared to approximately $4.4 trillion] on the New
York Stock Exchange on such date.
[To Be Updated]
In 1990, the Stabilization Fund, a fund operated by its contributors which
include substantially all of the KSE-listed companies, Korean securities
companies and certain institutional investors, was established by the
securities industry with government co-operation in order to stabilize the
Korean securities markets primarily through the purchase of securities. As
of [September 30, 1993], the Stabilization Fund owned securities listed on
the KSE with a value of approximately 4.5 trillion ($5.564 billion) and
held cash reserves of approximately 0.7 trillion ($.865 billion)
constituting, in the aggregate, approximately 4.9% of the total listed
equity market capitalization as of that date]. The sale of portfolio
securities by the Stabilization Fund could exert significant downward
pressure on the market prices of KSE-listed equity securities in which the
Fund may invest.
[To Be Updated]
The heavy concentration of market capitalization and trading volume in a
relatively small number of issuers, combined with U.S. regulatory
requirements, result in potentially fewer investment opportunities for the
Fund. [As of July 31, 1993, the 30 largest companies by market
capitalization accounted for approximately 46.2% of the aggregate market
capitalization and from January 1, 1993 through July 31, 1993 accounted for
29.9% of the average daily trading volume of the KSE.]
To the extent permitted by applicable law and regulations, the Fund may
invest up to 35% of its total assets in illiquid equity or debt securities,
that is securities for which there is no readily available market. Korean
law does not currently permit foreign investors such as the Fund to acquire
debt securities denominated in Won or equity securities of companies
organized under the laws of Korea that are not listed on the KSE.
Investments in securities for which there is no readily available market
may involve a high degree of business and financial risk that can result in
substantial or total loss of the Fund's investment in such securities.
Because of the absence of any trading market for these investments, the
Fund may take longer to dispose of these positions than it would for listed
securities. In addition to financial and business risks, issuers whose
securities are not listed are not subject to the same disclosure
requirements applicable to issuers whose securities are listed. See "Risk
Factors and Special Considerations - Thinly Traded Markets and Illiquid
Investments."
[Settlement Procedures in Korea are less developed and reliable than those
in the United States and in other developed securities markets, and the
Fund may experience settlement delays or other material difficulties.
Accordingly, the Fund may be subject to significant delays or limitations
on the timing of its investments in Korea, and significant limitations on
the volume of trading during any particular period as a result of these
factors. The foregoing factors could impede the ability of the Fund to
effect portfolio transactions on a timely basis and could have an adverse
impact on the net asset value of the shares of the Fund's Common Stock and
the price at which the shares trade.]
The value of any debt securities held by the Fund, and thus to some degree
the net asset value of the Fund's Common Stock, generally will fluctuate
with (i) changes in the perceived creditworthiness of the issuers of those
securities (ii) movements in interest rates, and (iii) changes in currency
exchange rates. The extent of the fluctuation will depend on various other
factors, including the maturity of the Fund's investments, the extent to
which the Fund holds instruments denominated in currencies other than the
U.S. dollar and the extent to which the Fund hedges its interest rate and
currency exchange rate risks. The Investment Adviser and the Sub-Adviser
will make independent evaluations as to the creditworthiness of issuers of
debt securities that may differ from those of internationally recognized
credit rating agency organizations, such as Moody's Investors Service, Inc.
("Moody's") and Standard & Poor's Ratings Group ("S&P"). The Fund's
success in attaining its investment objective with respect to investments
in debt securities will depend largely on the Investment Adviser's and the
Sub-Adviser's evaluation of the current and future creditworthiness of
issuers.
The Fund will not limit the percentage of its debt securities investments
that may be low rated or unrated. The Fund's investments in Korean debt
securities may have credit quality below investment grade as determined by
internationally recognized credit rating agency organizations. Debt
securities rated below investment grade (commonly referred to as "junk
bonds") are considered to be speculative. Investment in low rated
securities typically involves risks not associated with higher rated
securities, including, among others, overall greater risk of failure to pay
interest and principal, potentially greater sensitivity to general economic
conditions, greater market price volatility and less liquid secondary
market trading. Certain of the Fund's investments may be considered to
have extremely poor prospects of ever attaining any real investment
standing, to have a current vulnerability to default, to be unlikely to
have the capacity to pay interest and repay principal when due in the event
of adverse business, financial or economic conditions, or to be in default
or not current in the payment of interest or principal. See "Risk Factors
and Special Considerations - Debt Securities - High Yield, High Risk
Securities."
The Fund's investment policies permit it to engage in various investment
practices that are not presently available in Korea, to the extent that
they become available within or without Korea, the Fund may use various
investment practices that involve special considerations, including
purchasing and selling options on securities, financial futures, fixed
income and stock indices, currencies and other financial instruments,
entering into financial futures contracts, entering into interest rate
transactions, entering into currency transactions, entering into equity
swaps and related transactions, entering into securities transactions on a
when-issued or delayed delivery basis, entering into repurchase agreements
and lending portfolio securities. See "Additional Investment Activities,"
"Investment Objective and Policies - Other Investments," "Risk Factors and
Special Considerations - Investment Practices" and "Appendix A - General
Characteristics and Risks of Derivatives."
The Fund is classified as a "non-diversified" investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), which means
that the Fund is not limited by the 1940 Act in the proportion of its
assets that may be invested in the securities of a single issuer. However,
the Fund intends to comply with the diversification requirements imposed by
the Internal Revenue Code of 1986, as amended (the "Code"), for
qualification as a regulated investment company. As a non-diversified
investment company, the Fund may invest a greater proportion of its assets
in the securities of a smaller number of issuers and, as a result, will be
subject to greater risk of loss with respect to its portfolio securities.
Moreover, because the Fund is non-diversified and will invest primarily in
securities of Korean Issuers, the Fund may be more susceptible than a more
widely-diversified fund to any single economic, political or regulatory
occurrence. An investment in the Fund is not a balanced investment program
by itself, and is intended to provide diversification as part of a more
complete investment program.
The Fund may borrow for temporary or emergency purposes and to finance
tender offers and share repurchases. Borrowings by the Fund create an
opportunity for greater total return but, at the same time increase
exposure to capital risk. In addition, borrowed funds are subject to
interest costs which may offset or exceed the return earned on investment
of such funds, and which, if the borrowed funds are used to pay dividends
or finance share repurchases or tender offers, will reduce the Fund's net
income. Although the Fund is permitted to borrow, as indicated above, the
Fund has no present intention of engaging in leveraging by borrowing.
Income and capital gains on securities held by the Fund may be subject to
withholding or other taxes imposed by Korean or other foreign governments,
which would reduce the return to the Fund on those securities. Korean
withholding taxes are substantially reduced by treaty. If the treaty
provisions are not, or cease to be, applicable to the Fund, significant
withholding taxes would apply. Korean counsel to the Fund ___, have given
their opinion that the treaty presently does apply. See "Taxation - Korean
Taxes." The imposition of such taxes and the rates imposed are subject to
change. The Fund may elect, when eligible, to "pass-through" to the Fund's
shareholders, as a deduction or credit, the amount of foreign taxes paid by
the Fund. The taxes passed through to shareholders will be included in
each shareholder's income. Certain shareholders, including some non-U.S.
shareholders, will not be entitled to the benefit of a deduction or credit
with respect to foreign taxes paid by the Fund. If a shareholder is
eligible and elects to credit foreign taxes, such credit is subject to
limitations. Other foreign taxes, such as transfer taxes, may be imposed
on the Fund, but would not give rise to a credit, or be eligible to be
passed through to shareholders. See "Taxation."
The Fund's Articles of Incorporation contain certain anti-takeover
provisions that may have the effect of inhibiting the Fund's possible
conversion to open-end status by requiring a 75% shareholder vote to make
such a conversion or to enter into a business combination that would result
in such a conversion and of limiting the ability of other entities or
persons to acquire control of the Fund or to change the composition of its
Board of Directors. Such provisions could have the effect of depriving
shareholders of an opportunity to sell their shares of Common Stock at a
premium over prevailing market prices by discouraging a third party from
seeking to obtain control of the Fund. The Fund's Board of Directors has
determined that these provisions are in the best interests of shareholders
generally. See "Risk Factors and Special Considerations" and "Description
of Capital Stock - Certain Provisions of the Articles of Incorporation."
Shares of closed-end investment companies frequently trade at a discount
from net asset value. This characteristic is a risk separate and distinct
from the risk that the Fund's net asset value will decrease as a result of
its investment activities and may be greater for investors expecting to
sell their shares in a relatively short period following completion of this
offering. It should be noted that shares of some closed-end funds have
sold at a premium to net asset value. The Fund cannot predict whether its
Shares will trade at, above or below net asset value. The Fund is intended
primarily for long-term investors and should not be considered as a vehicle
for short-term trading purposes. See "Risk Factors and Special
Considerations."
Investors who purchase Shares at a reduced price will be restricted from
transferring such Shares for a period of 90 days after the closing of the
offering. There is no restriction on the number of Shares that may be
purchased subject to the transfer restriction described above, except that
the Fund will comply, with respect to non-restricted Shares, with the
distribution requirements of the NYSE. See "Underwriting." To the extent
these investors sell their Shares once the transfer restriction is no
longer applicable, the market price of the Fund's Common Stock could be
adversely affected. In addition, the transfer restriction will reduce the
number of shares of Common Stock available for sale in the secondary market
during the 90-day restriction period.
Investors should carefully consider their ability to assume the foregoing
risks before making an investment in the Fund. An investment in shares of
Common Stock of the Fund may not be appropriate for all investors and
should not be considered as a complete investment program. See "Risk
Factors and Special Considerations."
SUMMARY OF EXPENSES
SHAREHOLDER TRANSACTION EXPENSES
Sales Load (as a percentage of offering price) % (1)
ANNUAL EXPENSES (as a percentage of net assets attributable to common
shares)
Advisory Fees 1.00%
Administration Fees .20%
Other Expenses (estimated) %
Total Annual Expenses (estimated) %
____________
(1) The sales load is reduced for certain transactions. See
"Underwriting."
The purpose of this table is to assist the investor in understanding the
various costs and expenses that an investor in the Fund will bear directly
or indirectly.
As of the date of this Prospectus, the Fund had not commenced investment
operations. The amount set forth in "Other Expenses" is, therefore, based
on estimated amounts for its first fiscal year, assuming no exercise of the
over-allotment options granted to the U.S. Underwriters. "Other Expenses"
will include custodial and transfer agency fees, legal and accounting fees,
printing costs, registration and listing fees. For additional information
with respect to the expenses identified in the table above, see "Management
of the Fund."
EXAMPLE
The following example demonstrates the projected dollar amount of total
cumulative expenses that would be incurred over various periods with
respect to a hypothetical investment in the Fund. These amounts are based
upon payment by an investor of a __% sales load and payment by the Fund of
operating expenses at the levels set forth in the table above.
An investor would pay the following expenses on a $1,000 investment,
assuming (1) a 5% annual return and (2) reinvestment of all dividends and
distributions at net asset value:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
$ $ $ $
This example as well as the information set forth in the table above
should not be considered a representation of the future expenses of the
Fund, and actual expenses may be greater or less than those shown.
Moreover, while the example assumes a 5% annual return, the Fund's
performance will vary and may result in a return greater or less than 5%.
In addition, while the example assumes reinvestment of all dividends and
distributions at net asset value, this may not be the case for participants
in the Plan. See "Dividends and Distributions; Dividend Reinvestment and
Cash Purchase Plan."
THE FUND
The Fund, incorporated in Maryland on May 25, 1994, is a non-diversified,
closed-end management investment company registered under the 1940 Act.
The Fund's investment objective is long-term capital appreciation. The
Fund seeks to achieve its objective by investing primarily in equity and
debt securities of Korean Issuers.
The address of the Fund is 82 Devonshire Street, Boston, Massachusetts
02109. The Fund's telephone number is (800) [426-5523].
INVESTMENT IN KOREA
[To be provided by Amendment]
FUTURE RIGHTS OFFERING
In order to raise additional capital to take advantage of additional
investment opportunities expected to occur if and when Korea relaxes
certain of its investment restrictions currently imposed on foreign
investors, the Fund currently intends, subject to approval by its Board of
Directors, to make a rights offering to its shareholders at the time such
investment restrictions are relaxed. The Manager believes that when and if
Korea opens the market to increased foreign investments, investment
opportunities will arise that are not presently available for companies
whose foreign quota has been taken up. An increase in the foreign quota
will, for a limited time, afford an investment opportunity. Typically,
shares of Korean companies whose foreign quota is filled trade in the
over-the-counter market among foreign investors at a premium. The rights
offering is designed to encourage long-term investors to invest in the Fund
by offering to existing shareholders at the time of the rights offering the
right to subscribe for additional shares of Common Stock in new direct
investments as permitted on the Korean Stock Exchange. [The offering would
also be structured so that shareholders would not incur a brokerage
commission.] It is currently anticipated that the rights will be
exercisable on a specific date or during a specific period (not to exceed
120 days from the date of issuance) at an exercise price to be determined
by the Board of Directors of the Fund. The Fund's present intention is to
set the price at which the rights can be exercised at a price below the
market price, and possibly below the net asset value, of the Fund's shares
of Common Stock at the time of the rights offering. These rights may be
non-transferable.
Rightholders who do not fully exercise their rights will own a smaller
proportional interest in the Fund than would otherwise be the case. In
addition, to the extent that the exercise price is less than net asset
value, an immediate reduction of the net asset value per share may be
experienced by all shareholders as a result of the rights offering. It is
not possible to state precisely the amount of such a decrease in value, if
any, because it is not known at this time how many shares will be purchased
under the rights offering or what the net asset value or market price per
share will be on the date that the rights are exercised.
Issuance of the rights is subject to a determination by the Board of
Directors of the Fund at the time of issuance that such issuance is in the
best interests of the shareholders. Consequently, there can be no
assurance that such rights will be issued or that the terms of such rights
will be issued or that the terms of such rights will be as stated above.
USE OF PROCEEDS
The net proceeds of the offering will be approximately $ (or
approximately $ if the U.S. Underwriters (as defined below)
exercise the over-allotment options in full) after payment of the sales
load and organizational and offering expenses.
The net proceeds of the offering will be invested in accordance with the
Fund's investment objective and policies. The Fund anticipates that, under
current market conditions, the net proceeds of this offering will be fully
invested in accordance with the Fund's investment objective and policies
within three months from the date of this Prospectus, and in any event, no
later than six months from the date of this Prospectus. However, depending
on market conditions, it may not be in the best interests of the
shareholders of the Fund for such investments to be made within the
six-month time period because of the limitations on investment imposed on
the Fund as a foreign investor and the relatively small market
capitalization (approximately $ billion as of ) and low
trading volume (approximately million shares traded per day on average
during the first six months of ) of the Korean equity securities
markets. See "The Securities Markets of Korea." It may be necessary to
make such investments over a longer period of time in order to avoid
disruption of Korean securities markets and to minimize the Fund's impact
on the prices and trading of securities of Korean Issuers. Under such
circumstances, the Fund will attempt to invest at least 65% of its total
assets in equity securities of Korean Issuers within a one-year time
period. Pending such investment, it is anticipated that the proceeds will
be invested in U.S. dollar-denominated fixed income securities. See
"Investment Objective and Policies."
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is long-term capital appreciation. The
Fund will seek to obtain its objective through investment primarily in
equity and debt securities of Korean Issuers. As a matter of fundamental
policy and under normal market conditions, the Fund will invest at least
65% of its total assets in such securities. Fidelity currently anticipates
that, once fully invested, at least 80% of the Fund's net assets will be
invested in equity securities of Korean Issuers. Equity securities include
common stocks, preferred stocks, American, Global or other types of
Depository Receipts, rights or warrants to purchase common or preferred
stock, equity interests in trusts, partnerships, joint ventures or similar
enterprises and debt securities convertible into common or preferred stock.
As used in this Prospectus Korean Issuers are entities that (i) are
organized under the laws of Korea and conduct business in Korea, (ii)
regardless of where organized, and as determined by Fidelity, derive at
least 50% of their revenues or profits from goods produced or sold,
investments made or services performed or have at least 50% of their assets
located in Korea, (iii) have the primary trading market for their
securities in Korea or (iv) are governments, or their agencies or
instrumentalities or other political subdivisions, of Korea. The Fund will
invest in companies that, in the opinion of Fidelity possess the potential
for growth. The Fund will not consider dividend income as a primary factor
in choosing securities, unless the Investment Adviser or the Sub-Adviser
believes the income will contribute to or is an indicator of the
securities' growth potential. Currently, foreign investors, including the
Fund, are not permitted to invest in rights or warrants under Korean laws
and regulations. Subject to applicable laws and regulations, the Fund may
invest up to 35% of its total assets in securities which are not readily
marketable. Although the Fund is authorized to engage in various
strategies to hedge its portfolio against adverse changes in the
relationship between the U.S. dollar and the Won, it is not currently
permitted to do so in Korea under Korean laws or regulations and there can
be no assurance that such strategies will become permissible and available
in Korea in the future. The Fund does not presently intend to engage in
these strategies outside of Korea.
The Fund's investment objective and policy of investing at least 65% of
its total assets in equity and debt securities of Korean Issuers is
fundamental and cannot be changed without the approval of a majority of the
Fund's outstanding voting securities, which, as used in this Prospectus,
means the lesser of (i) 67% of the shares represented at a meeting at which
more than 50% of the outstanding shares are present in person or
represented by proxy or (ii) more than 50% of the outstanding shares. The
Fund's investment policies that are not designated fundamental policies may
be changed by the Fund without shareholder approval. The Fund is designed
primarily for long-term investment, and investors should not consider it a
short-term trading vehicle. As with all investment companies, there can be
no assurance that the Fund's investment objective will be achieved.
Korean law does not currently permit foreign investors such as the Fund to
acquire debt securities denominated in Won. At the present time, however,
foreign investors are permitted to invest in debt securities issued by
Korean companies outside of Korea and denominated in currencies other than
the Won (including, for example, bonds (which may have attached warrants),
convertible bonds, floating rate notes and commercial paper). If, in the
future, Won-denominated debt securities become permissible investments for
foreign investors, the Fund may invest in such securities. These
securities may be unrated or be rated below instrument grade. The
Investment Adviser or the Sub-Adviser will make independent evaluations as
to the creditworthiness of issuers of debt securities that may differ from
those of internationally recognized credit rating agency organizations,
such as Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's
Ratings Group ("S&P"). The Fund's success in attaining its investment
objective with respect to investments in debt securities will depend
largely on the Investment Adviser's and the Sub-Adviser's evaluation of the
current and future creditworthiness of issuers. Sustained periods of
deteriorating economic conditions or rising interest rates are more likely
to lead to a weakening in the issuer's capacity to pay interest and repay
principal than in the case of higher-rated securities.
Most of the securities purchased by the Fund are expected to be traded on
a stock exchange or in an over-the-counter market. Korean law does not
currently permit foreign investors such as the Fund to acquire debt
securities denominated in Won or equity securities of companies organized
under the laws of Korea that are not listed on the KSE. Subject to
applicable laws and regulations, the Fund, however, may invest up to 35% of
its total assets in illiquid securities, that is, equity or debt securities
for which there is no readily available market. The Fund may therefore not
be able to readily sell such securities. Such securities are unlike
securities that are traded in the open market and which can be expected to
be sold immediately.
The sale price of securities that are not readily marketable may be lower
or higher than the Fund's most recent estimate of their fair value.
Generally, less public information is available with respect to the issuers
of these securities than with respect to companies whose securities are
traded on an exchange. Securities not readily marketable are more likely
to be issued by start-up, small or family businesses and therefore subject
to greater economic, business and market risks than the listed securities
of more well-established companies. Adverse conditions in the public
securities markets may at certain times preclude a public offering of an
issuer's securities. While Korean law requires registration with a
government agency of public offerings of securities, that law does not
contain restrictions like those contained in the U.S. Securities Act of
1933 regarding the length of time the securities must be held or manner of
resale. There may also be contractual restrictions on the resale of
securities.
For temporary defensive purposes, the Fund may vary from its investment
policies during periods in which, in the Investment Manager's, the
Investment Adviser's or the Sub-Adviser's judgment, conditions in the
Korean securities markets or other economic or political conditions in
Korea warrant. Under such circumstances, the Fund may reduce its position
in equity securities and increase its position in debt securities to up to
100% of its portfolio, which may include U.S. Government Securities,
securities rated A or better by S&P or A or better by Moody's or, if not so
rated, of equivalent credit quality as determined by the Investment Adviser
or the Sub-Adviser, short-term indebtedness or cash equivalents denominated
in U.S. dollars or, if it becomes permissible for the Fund to so invest,
denominated in Won. The Fund may also at any time, with respect to up to
35% of its total assets, invest funds in U.S. dollar-denominated money
market instruments as reserves for dividends and other distributions to
shareholders.
Up to 35% of the Fund's total assets may be invested in securities of
Asian Issuers, which are issuers (other than issuers meeting the definition
of Korean Issuers as defined above), regardless of where organized, that
(i) are organized under the laws of an Asian country, (ii) regardless of
where organized, and as determined by Fidelity, derive at least 50% of
their revenues or profits, from goods produced or sold investments made, or
services performed, in Asian countries, (iii) have the primary trading
market for their securities in an Asian country or (iv) are governments, or
their agencies, instrumentalities or other political sub-divisions, of
Asian countries. The Fund may also hold other instruments described below
and in "Appendix A $ General Characteristics and Risks of Derivatives."
The Fund may invest its assets in a broad spectrum of industries. In
selecting industries and companies for investment, the Investment Manager,
the Investment Adviser and the Sub-Adviser may consider overall growth
prospects, financial condition, competitive position, technology, research
and development, productivity, labor costs, raw material costs and sources,
profit margins, return on investment, structural changes in local
economies, capital resources, the degree of government regulation or
deregulation, management and other factors.
TEMPORARY INVESTMENTS
The Fund may hold and/or invest its assets without limitation in cash
and/or Temporary Investments (as defined below) pending initial investment
in accordance with the Fund's investment objective and policies and for
temporary defensive purposes. To the extent that the Fund invests in
Temporary Investments, it may not achieve its investment objective. In
addition, for cash management purposes, the Fund may invest its assets in
cash and/or rated or unrated short-term debt securities of any quality.
Temporary Investments include high grade debt securities (rated A or above
by S&P or A or above by Moody's or with an equivalent rating by other
nationally recognized securities rating organizations) or unrated
securities judged by the Investment Manager to be of equivalent quality,
denominated in U.S. dollars or in another freely convertible currency
including: (1) short-term (less than 12 months to maturity) and medium-term
(not more than five years to maturity) obligations issued or guaranteed by
(a) the U.S. government, its agencies or instrumentalities or (b)
international organizations designated or supported by multiple foreign
governmental entities to promote economic reconstruction or development
("supranational entities"); (2) U.S. finance company obligations, corporate
commercial paper and other short-term commercial obligations; (3)
obligations (including certificates of deposit, time deposits, demand
deposits and bankers' acceptances) of banks; and (4) repurchase agreements
with respect to securities in which the Fund may invest.
Repurchase agreements are contracts pursuant to which the seller of a
security agrees at the time of sale to repurchase the security at an agreed
upon price and date. When the Fund enters into a repurchase agreement, the
seller will be required to maintain the value of the securities subject to
the repurchase agreement, at not less than their repurchase price.
Repurchase agreements may involve risks in the event of insolvency or other
default by the seller, including possible delays or restrictions upon the
Fund's ability to dispose of the underlying securities. While it does not
appear possible to eliminate all risks from these transactions, it will be
the Fund's policy to limit repurchase agreement transactions to those
parties whose creditworthiness has been reviewed and found satisfactory by
the Investment Manager, the Investment Adviser or the Sub-Adviser.
OTHER INVESTMENTS
ILLIQUID SECURITIES. The Fund may invest up to 35% of its total assets,
valued at the time of purchase, in illiquid securities, that is, securities
for which there is no readily available market, or no market at all. The
Fund may be unable to dispose of its holdings in illiquid securities at
market prices and may have to dispose of such securities over extended
periods of time. See "Risk Factors and Special Considerations - Market
Characteristics and $ Thinly Traded Markets and Illiquid Investments." In
many cases, illiquid securities will be subject to contractual or legal
restrictions on transfer. In addition, issuers whose securities are not
publicly traded may not be subject to the disclosure and other investor
protection requirements that may be applicable if their securities were
publicly traded.
Although not all the securities held by the Fund will be illiquid, the
Fund anticipates that all or most of its portfolio securities generally
will be less liquid than those traded in U.S. securities markets.
SHARES OF OTHER INVESTMENT FUNDS. The Fund may invest in investment funds
which invest principally in securities in which the Fund is authorized to
invest. The Fund does not intend to invest in such investment funds
unless, in the judgment of the Sub-Adviser, the potential benefits of such
investment justify the payment of any applicable premium, sales load and
expenses. From time to time, such investment funds may be the sole means
by which the Fund may invest in securities of certain Korean Issuers. See
"Risk Factors and Special Considerations - Investment and Repatriation
Restrictions." Under the 1940 Act, the Fund may invest a maximum of 10% of
its total assets in the securities of other investment companies. In
addition, under the 1940 Act, not more than 5% of the Fund's total assets
may be invested in the securities of any one investment company provided
that the investment does not represent more than 3% of the voting stock of
the related acquired investment company. To the extent the Fund invests in
other investment funds, the Fund's shareholders will indirectly incur
certain duplicative fees and expenses, including investment advisory fees
and sales loads paid for transactions in shares of such funds. For a
discussion of possible consequences under U.S. Federal income tax laws of
the Fund's investment in foreign investment funds, see "Taxation - U.S.
Federal Income Taxes."
RULE 144A SECURITIES. The Fund may purchase certain restricted securities
("Rule 144A securities") for which there is a secondary market of qualified
institutional buyers, as contemplated by Rule 144A under the Securities Act
of 1933 (the "Securities Act"). Rule 144A provides an exemption from the
registration requirements of the Securities Act for the resale of certain
restricted securities to qualified institutional buyers. One effect of
Rule 144A is that certain Rule 144A securities may be liquid, though there
is no assurance that a liquid market for any particular Rule 144A security
will develop or be maintained. In promulgating Rule 144A, the Commission
stated that the ultimate responsibility for liquidity determinations is
that of an investment company's board of directors. However, the
Commission stated that the board may delegate the day-to-day function for
determining liquidity to a fund's investment adviser, provided that the
board retains sufficient oversight. The Board of Directors reserves the
right to adopt policies and procedures for the purpose of determining
whether securities that are eligible for resale under Rule 144A are liquid
or illiquid securities. Pursuant to those policies and procedures, the
Board of Directors may delegate to the Investment Manager, the Investment
Adviser or the Sub-Adviser the determination as to whether a particular
security is liquid or illiquid. For the purpose of determining whether the
Fund can invest in additional illiquid securities, if any Rule 144A
security previously determined to be liquid is later determined to be
illiquid, such security will be considered illiquid.
CONVERTIBLE SECURITIES. The Fund may invest in convertible securities
including securities that are unrated or rated below investment grade. See
"Risk Factors and Special Considerations - Debt Securities - High Yield,
High Risk Securities."
A convertible security might be subject to redemption at the option of the
issuer at a price established in the convertible security's governing
instrument. If a convertible security held by the Fund is called for
redemption, the Fund may be required to permit the issuer to redeem the
security, convert it into the underlying common or preferred stock or sell
it to a third party.
WARRANTS. The Fund may invest in warrants, which are securities
permitting, but not obligating, their holder to subscribe for other
securities. Warrants do not carry the right to dividends or voting rights
with respect to their underlying securities, and they do not represent any
rights in the assets of the issuer. An investment in warrants may be
considered speculative. In addition, the value of a warrant does not
necessarily change with the value of the underlying securities and a
warrant ceases to have value if it is not exercised prior to its expiration
date. Currently, foreign investors, including the Fund, are not permitted
to invest in rights or warrants to purchase equity securities in Korea.
EQUITY-LINKED DEBT SECURITIES. The Fund may invest in equity-linked debt
securities. The amount of interest and/or principal payments which the
issuer of equity-linked debt securities is obligated to make is linked to
the performance of a specified index of equity securities and may be
significantly greater or less than payment obligations in respect of other
types of debt securities. As a result, an investment in equity-linked debt
securities may be considered speculative.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. The Fund may invest in loans and
other direct debt instruments. Loans and other direct debt instruments are
interests in amounts owed by a corporate, governmental or other borrower to
another party. They may represent amounts owed to lenders or lending
syndicates (loans and loan participations), to suppliers of goods or
services (trade claims or other receivables), or to other parties. Direct
debt instruments involve the risk of loss in case of default or insolvency
of the borrower and may offer less legal protection to the Fund in the
event of fraud or misrepresentation. In addition, loan participations
involve a risk of insolvency of the lending bank or other financial
intermediary. Direct debt instruments may also include standby financing
commitments that obligate the Fund to supply additional cash to the
borrower on demand. Loans and other direct debt instruments are generally
illiquid and transfers are possible only through individually negotiated
private transactions. See "Risk Factors and Special Considerations - Loans
and Other Direct Debt Instruments."
[LENDING PORTFOLIO SECURITIES. In order to increase income, the Fund is
authorized to lend portfolio securities from time to time to brokers,
dealers and financial institutions and receive collateral in the form of
cash or U.S. Government Securities. Under the Fund's procedures,
collateral for such loans must be maintained at all times in an amount
equal to at least 100% of the current market value of the loaned securities
(including interest accrued on the loaned securities). The interest
accruing on the loaned securities will be paid to the Fund, and the Fund
will have the right, on demand, to call back the loaned securities. The
Fund may pay fees to arrange the loans. The Fund will neither lend
portfolio securities in excess of 30% of the value of its total assets nor
lend its portfolio securities to any officer, director, employee or
affiliate of the Fund, the Investment Manager, the Investment Adviser or
the Sub-Adviser. The lending of portfolio securities by the Fund is not
currently permitted under Korean laws and regulations.]
BORROWINGS. The Fund will not employ leverage to purchase portfolio
securities. However, the Fund may borrow money for temporary or emergency
purposes (including, for example, clearance of transactions, share
repurchases or payments of dividends to shareholders) in an amount not
exceeding 5% of the value of the Fund's total assets (including the amount
borrowed), and may borrow money in connection with repurchases of its
Shares or tender offers in an amount up to one-third of the value of the
Fund's total assets (including the amount borrowed).
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the
Fund sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the Fund will maintain appropriate assets in a segregated
custodial account to cover its obligation under the agreement, which will
consist only of liquid assets, such as cash, U.S. government securities or
other liquid high grade debt securities ("liquid assets"). The Fund will
enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by the Investment Manager, the
Investment Adviser or the Sub-Adviser. Such transactions may increase
fluctuations in the market value of the Fund's assets and may be viewed as
a form of leverage.
ADDITIONAL INVESTMENT ACTIVITIES
HEDGING AND DERIVATIVES
[Certain investment practices in which the Fund is authorized to engage to
hedge market risk, such as certain currency hedging techniques, including
currency options and futures, options on such futures and forward foreign
currency transactions, the lending of portfolio securities, forward
commitments, standby commitment agreements and the purchase or sale of put
and call options, are not currently permitted under Korean laws or
regulations. The Fund may engage in these investment practices to the
extent the practices become available in the future or with respect to
investments outside Korea. See "Appendix A - General Characteristics and
Risks of Derivatives" for a further discussion of currency hedging
techniques.] The Fund is also authorized to manage the effective maturity
or duration of debt instruments held by the Fund, or to seek to increase
the Fund's income or gain. Although these strategies are regularly used by
some investment companies and other institutional investors, few of these
strategies can practicably be used to a significant extent by the Fund at
the present time and may not become available for extensive use in the
future. Over time, techniques and instruments may change as new
instruments and strategies are developed or regulatory changes occur.
Subject to the constraints described above, the Fund may purchase and sell
interest rate, currency or stock index futures contracts and enter into
currency forward contracts and currency swaps; it may purchase and sell (or
write) exchange listed and over-the-counter put and call options on debt
and equity securities, currencies, futures contracts, fixed income and
stock indices and other financial instruments and it may enter into
interest rate transactions, equity swaps and related transactions and other
similar transactions which may be developed to the extent the Investment
Manager, the Investment Adviser or the Sub-Adviser determines that they are
consistent with the Fund's investment objective and policies and applicable
regulatory requirements (collectively, these transactions are referred to
in this Prospectus as "Derivatives"). The Fund may enter into futures
contracts or options thereon for purposes other than bona fide hedging if,
immediately thereafter, the sum of the amount of its initial margin and
premiums on open contracts and options would not exceed 5% of the
liquidation value of the Fund's portfolio; provided, that in the case of an
option that is in-the-money at the time of the purchase, the in-the-money
amount may be excluded in calculating the 5% limitation. The Fund's
interest rate transactions may take the form of swaps, caps, floors and
collars, currency forward contracts, currency futures contracts, currency
swaps and options on currency or currency futures contracts.
Derivatives may be used to attempt to protect against possible changes in
the market value of securities held in or to be purchased for the Fund's
portfolio resulting from securities markets or currency exchange rate
fluctuations, to protect the Fund's unrealized gains in the value of its
portfolio securities, to facilitate the sale of those securities for
investment purposes, to manage the effective maturity or duration of the
Fund's portfolio, or to establish a position in the derivatives markets as
a substitute for purchasing or selling particular debt or equity
securities. The ability of the Fund to utilize Derivatives successfully
will depend on the Investment Adviser's and the Sub-Adviser's ability to
predict pertinent market movements, which cannot be assured. These skills
are different from those needed to select portfolio securities. The use of
Derivatives in certain circumstances will require that the Fund segregate
cash, liquid high grade debt obligations or other assets to the extent the
Fund's obligations are not otherwise "covered" through ownership of the
underlying security, financial instrument or currency.
A detailed discussion of Derivatives, including applicable requirements of
the Commodity Futures Trading Commission, the requirement to segregate
assets with respect to these transactions and special risks associated with
such strategies, appears in Appendix A. See also "Risk Factors and Special
Considerations - Investment Practices."
The degree of the Fund's use of Derivatives may be limited by certain
provisions of the Code. See "Taxation."
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES
The Fund may purchase securities on a when-issued or delayed delivery
basis. Securities purchased on a when-issued or delayed delivery basis are
purchased for delivery beyond the normal settlement date at a stated price.
No income accrues to the purchaser of a security on a when-issued or
delayed delivery basis prior to delivery. Such securities are recorded as
an asset and are subject to changes in value based upon changes in market
prices. Purchasing a security on a when-issued or delayed delivery basis
can involve a risk that the market price at the time of delivery may be
lower than the agreed-upon purchase price, in which case there could be an
unrealized loss at the time of delivery. The Fund generally will establish
a segregated account in which it will maintain liquid assets in an amount
at least equal in value to the Fund's commitments to purchase securities on
a when-issued or delayed delivery basis. If the value of these assets
declines, the Fund will place additional liquid assets in the account on a
daily basis so that the value of the assets in the account is equal to the
amount of such commitments. As an alternative, the Fund may elect to treat
when-issued or delayed delivery securities as senior securities
representing indebtedness, which are subject to asset coverage requirements
under the 1940 Act.
PURCHASE OF SECURITIES ON MARGIN
The Fund does not currently intend to purchase securities on margin,
except that the Fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts will not
constitute purchasing securities on margin.
SHORT SALES "AGAINST THE BOX"
To the extent permitted by future Korean laws and regulations, the Fund
may from time to time sell securities short "against the box." If the Fund
enters into a short sale against the box, it will be required to set aside
securities equivalent in kind and amount to the securities sold short (or
securities convertible or exchangeable into such securities) and will be
required to hold such securities while the short sale is outstanding. The
Fund will incur transaction costs, including interest expense, in
connection with opening, maintaining, and closing short sales against the
box. If the Fund engages in any short sales against the box it will incur
the risk that the security sold short will appreciate in value after the
sale, with the result that the Fund will lose the benefit of any such
appreciation.
SHORT SALES
To the extent permitted by future Korean laws and regulations, the Fund
may enter into short sales with respect to stocks underlying its
convertible security holdings. For example, if the Investment Adviser or
the Sub-Adviser anticipates a decline in the price of the stock underlying
a convertible security the Fund holds, it may sell the stock short. If the
stock price subsequently declines, the proceeds of the short sale could be
expected to offset all or a portion of the effect of the stock's decline on
the value of the convertible security.
The Fund's obligation to replace the securities borrowed in connection
with a short sale will be secured by collateral deposited with the broker
that consists of cash, U.S. government securities or other liquid high
grade debt obligations. In addition, the Fund will place in a segregated
account with its custodian, or designated sub-custodian, an amount of cash,
U.S. government securities or other liquid high grade debt obligations
equal to the difference, if any, between (1) the market value of the
securities sold at the time they were sold short and (2) any cash, U.S.
government securities or other liquid high grade debt obligations deposited
as collateral with the broker in connection with the short sale (not
including the proceeds of the short sale). Until it replaces the borrowed
securities, the Fund will maintain the segregated account daily at a level
so that (1) the amount deposited in the account plus the amount deposited
with the broker (not including the proceeds from the short sale) will equal
the current market value of the securities sold short and (2) the amount
deposited in the account plus the amount deposited with the broker (not
including the proceeds from the short sale) will not be less than the
market value of the securities at the time they were sold short. A lesser
amount of assets may be set aside by the Fund if it owns certain types of
instruments, such as a call option on the security sold short, that
effectively "cover" the short sale.
Short sales by the Fund involve certain risks and special considerations.
Possible losses from short sales differ from losses that could be incurred
from a purchase of a security, because losses from short sales may be
unlimited, whereas losses from purchases can equal only the total amount
invested. The Fund is not currently permitted under Korean laws and
regulations to engage in short sales of Korean securities.
INVESTMENT RESTRICTIONS
The Fund's only fundamental policies, that is, policies that cannot be
changed without the approval of the holders of a majority of the Fund's
outstanding voting securities, are (i) its investment objective, (ii) its
policy that under normal market conditions, at least 65% of the Fund's
total assets will be invested in equity and debt securities of Korean
Issuers, and (iii) the following seven restrictions. As used in this
Prospectus, a "majority of the Fund's outstanding voting securities" means
the lesser of (i) 67% of the shares represented at a meeting at which more
than 50% of the outstanding shares are represented or (ii) more than 50% of
the outstanding shares. The other policies and investment restrictions
referred to in this Prospectus are not fundamental policies of the Fund and
may be changed by the Fund's Board of Directors without shareholder
approval. If a percentage restriction set forth below is adhered to at the
time a transaction is effected, later changes in percentage resulting from
any cause other than actions by the Fund will not be considered a
violation. Under its fundamental policies, the Fund may not:
(1) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities), if, as a result, more than 25% of the Fund's total
assets would be invested in companies whose principal business activities
are in the same industry;
(2) issue senior securities, except as permitted under the 1940 Act;
(3) borrow money, except that the Fund may borrow money for temporary or
emergency purposes or to finance tender offers and/or share repurchases in
an amount not exceeding 33$% of its total assets (including the amount
borrowed) less liabilities (other than borrowings); any borrowings that
come to exceed this amount will be reduced promptly in accordance with
reasonable investment practice to the extent necessary to comply with the
33$% limitation;
(4) underwrite securities issued by others, except to the extent that the
Fund may be considered an underwriter within the meaning of the Securities
Act in the disposition of restricted securities;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this will not prevent the Fund from
investing in securities or other instruments backed by real estate or
representing interests in real estate or securities of companies engaged in
the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this will not prevent the
Fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by or indexed to, or
representing interests in, physical commodities or investing or trading in
derivative investments); or
(7) make any loan if, as a result, more than 33$% of its total assets
would be lent to other parties, but this limitation does not apply to
purchases of debt securities or to repurchase agreements.
As a matter of non-fundamental policy, the Fund will not purchase any
portfolio securities while borrowings representing more than 5% of its
total assets are outstanding.
AFFILIATED FINANCIAL INSTITUTION TRANSACTIONS
The Fund may engage in transactions with financial institutions that are,
or may be considered to be, "affiliated persons" of the Fund under the 1940
Act. These transactions may include, for example, repurchase agreements
with custodian banks; purchase of short-term obligations of, and repurchase
agreements with, the 50 largest U.S. banks (measured by deposits);
municipal securities; U.S. government securities with affiliated financial
institutions that are primary dealers in these securities; short-term
currency transactions; and short-term borrowings. In accordance with
exemptive orders issued by the SEC, the Board of Directors will establish
and periodically review procedures applicable to transactions involving
affiliated financial institutions.
FUND'S RIGHTS AS A SHAREHOLDER
The Fund does not intend to direct or administer the day-to-day operations
of any company. The Fund, however, may exercise its rights as a
shareholder and may communicate its views on important matters of policy to
management, the Board of Directors, and shareholders of a company when the
Investment Manager, the Investment Adviser or the Sub-Adviser determines
that such matters could have a significant effect on the value of the
Fund's investment in the company. The activities that the Fund may engage
in, either individually or in conjunction with others, may include, among
others, supporting or opposing proposed changes in a company's corporate
structure or business activities; seeking changes in a company's directors
or management; seeking changes in a company's direction or policies;
seeking the sale or reorganization of the company or a portion of its
assets; or supporting or opposing third party takeover efforts. This area
of corporate activity is increasingly prone to litigation and it is
possible that the Fund could be involved in lawsuits related to such
activities. The Investment Manager, the Investment Adviser or the
Sub-Adviser will monitor such activities with a view to mitigating, to the
extent possible, the risk of litigation against the Fund, and the risk of
actual liability if the Fund is involved in litigation. No guarantee can
be made, however, that litigation against the Fund will not be undertaken
or liabilities incurred.
THE REPUBLIC OF KOREA
[To be provided by Amendment]
THE SECURITIES MARKETS OF KOREA
[To be provided by Amendment]
RISK FACTORS AND SPECIAL CONSIDERATIONS
Investors should recognize that investing in Korean securities involves
certain risks and special considerations including those set forth below,
which are not typically associated with investing in U.S. Securities.
These include: (i) certain restrictions on foreign investment in the Korean
securities markets which will preclude investment in certain securities by
the Fund and limit investment opportunities for the Fund; (ii) fluctuations
in the rate of exchange between the dollar and the Won with the resultant
fluctuations in the net asset value of the Fund (which is expressed in
dollars); (iii) substantial government involvement in, and influence on,
the economy and the private sector; (iv) political, economic and social
instability, including increasing militarization in North Korea; (v) the
substantially smaller size and lower trading volume of the securities
markets for Korean equity securities compared to the U.S. securities
markets, resulting in a potential lack of liquidity and increased price
volatility; (vi) the risk that the sale of portfolio securities by the
Korea Securities Stabilization Fund (the "Stabilization Fund"), a fund
established in order to stabilize the Korean securities markets, or other
large Korean institutional investors may adversely impact the market value
of securities in the Fund's portfolio; (vii) the risk that less information
with respect to Korean companies may be available due to the fact that
Korean accounting, auditing and financial reporting standards are not
equivalent to those applicable to U.S. companies; (viii) heavy
concentration of market capitalization and trading volume in a small number
of issuers, which result in potentially fewer investment opportunities for
the Fund, (ix) controls on foreign investment and limitations on
repatriation of invested capital and on the Fund's ability to exchange Wons
for U.S. dollars; (x) the risk of nationalization or expropriation of
assets or confiscatory taxation; (xi) higher rates of inflation; (xii) less
government supervision and regulation of Korean securities markets and
participants in those markets; (xiii) settlement delays; (xiv) the risk
that dividends will be withheld at the source; (xv) unavailability of
currency hedging techniques in the Korean markets; (xvi) the fact that
companies in Korea may be smaller, less seasoned and newly organized;
(xvii) the risk that it may be more difficult to obtain and/or enforce a
judgment in a court outside the United States; and (xviii) the risk of
taxation of the Fund, its investments and its income by Korea.
INVESTMENT RESTRICTIONS AND FOREIGN EXCHANGE CONTROLS
Investment in securities of Korean Issuers by foreign investors is subject
to significant restrictions and controls. As a result, the Fund may be
limited in its investments or precluded from investing in certain Korean
Issuers, which may adversely affect the performance of the Fund.
Conversion of Won into U.S. dollars or other foreign exchange, transfer of
funds from Korea to foreign countries and repatriation of foreign capital
invested in Korea are subject to certain regulatory requirements pursuant
to foreign exchange control laws and regulations. See "The Securities
Markets of Korea - Regulation of Foreign Investment." Under the Foreign
Exchange Management Act, if the Minister of Finance of Korea deems that an
event of emergency is likely to occur, he may impose any necessary
restrictions such as requiring foreign investors, including the Fund, to
obtain approval for the acquisition of Korean equity shares or for the
remittance overseas of the sale proceeds thereof.
On January 3, 1992, the Korean securities markets were opened to general
investment directly by foreign investors following the adoption and
implementation by the Korean Securities and Exchange Commission (the
"KSEC") of certain regulations (as amended, the "1992 Regulations") that
allow foreign investors to directly purchase and sell equity shares listed
on the KSE. The 1992 Regulations were further amended by the KSEC on June
26, 1992 and August 1, 1993. Pursuant to the 1992 Regulations, the
percentage of each class of a company's outstanding equity shares that may
be held by a particular foreign investor and by all foreign investors as a
group is limited generally to 3% and 10%, respectively. The 3% and 10%
limitations are reduced to 1% and 8%, respectively, for certain government
designated public corporations with shares listed on the KSE. No foreign
investment is permitted in shares of Korean companies designated as
"general telecommunications service providers" under the Telecommunications
Business Law of Korea. Currently, only [one] KSE-listed company is in this
category. On the other hand, the 10% limitation is subject to increase up
to 25%, as determined by the KSEC, for foreign investment companies
established pursuant to Korea's Foreign Capital Inducement Act or Foreign
Exchange Management Act and for companies that have issued equity-related
securities outside of Korea. Foreign investment companies of which the
foreign shareholding is 50% or more of the outstanding equity shares
pursuant to direct foreign investment may establish an aggregate foreign
investment ceiling in excess of 25%, subject to the KSEC's approval. On
June 30, 1993, the Korean government announced its intention to gradually
raise the 10% foreign investment limitation. While no specific date has
been set for such action, the government has targeted 1994-1995 as its
goal. If, and when, the 10% limitation is raised, the Fund may have more
flexibility in selecting investments for its portfolio. There can be no
assurance that the 10% limitation will be raised.
In addition to the implementation of the 1992 Regulations by the KSEC,
foreign exchange control regulations have been amended to liberalize
procedures with respect to the repatriation of funds invested by
foreigners. The limitation on individual and aggregate holdings by foreign
investors may preclude the Fund from making particular investments or may
limit the size of investments that may be made. The Korean government has
implemented a system to monitor foreign investment limits and transactions,
including the issuance of investment registration cards to all foreign
investors, unless otherwise exempted. The Fund will apply to obtain such
an investment registration card.
Shares acquired by foreign investors must be traded on the KSE, with
certain exceptions as described below. For transactions on the KSE, a
foreign investor must open a Won account for securities transactions with a
securities company and at that time must present its investment
registration card to the securities company.
The repatriation of capital invested by foreign investors may be
restricted by the Korean government in its discretion in certain emergency
circumstances including, but not limited to, sudden fluctuations in
interest rates or exchange rates, extreme difficulty in stabilizing the
balance of payments or a substantial disturbance in the Korean financial
and capital markets. It is impossible to predict the extent to which
foreign investment will continue to increase in Korea or the Fund's ability
to participate in such increased foreign investment in light of the foreign
holding limitations or governmental restrictions that may be imposed in the
future. As of , 1994, approximately $ had been invested in
Korea by foreign investors.
Foreign investors such as the Fund are unable to effect purchase
transactions on the KSE in a security that has reached the maximum
aggregate foreign ownership limit. As of [September 30, 1993, of the
thirty largest KSE-listed companies (as measured by total market
capitalization), which accounted for approximately 47.1% of the aggregate
market capitalization of the KSE, 22 had reached the applicable maximum
aggregate foreign ownership limit. At such date, 127 companies of the 694
companies listed on the KSE had reached the applicable maximum aggregate
foreign ownership limit (18.3% of all companies listed on the KSE). An
additional approximately 100 companies were within 1% of the limit at such
date.] Information with respect to the percentage of foreign ownership of
a particular company is reported monthly and is available through Korean
securities companies. Foreign investors are, however, generally allowed to
effect transactions with other foreign investors off the KSE through a
securities company in Korea in the shares of companies that have reached
the maximum aggregate foreign ownership limit. However, foreign investors
such as the Fund are not permitted to enter into such transactions with
branches and subsidiaries of foreign banks, securities companies and
insurance companies (collectively, "foreign financial institutions"). Such
transactions ("OTC transactions") typically occur at a premium over prices
on the KSE. The Fund may invest in equity securities of KSE-listed
companies through such OTC transactions, and thus pay a premium over the
share prices quoted on the KSE. There can be no assurance that the Fund
will be able to realize such premium if it sells the shares to another
foreign investor. Such premium may be affected by changes in regulation
and otherwise, including any change in the percentage of foreign ownership
permitted in KSE-listed companies.
Certificates evidencing shares of stock acquired by the Fund must be kept
in custody with an eligible custodian in Korea. Only foreign exchange
banks (including Korean branches of foreign banks), securities companies
(including Korean branches of foreign securities companies) and the Korea
Securities Depository Corporation are eligible to act as a custodian of
shares for a foreign investor.
Under the Foreign Investment Regulations, a foreign investor such as the
Fund must appoint one or more standing proxies from among the Korea
Securities Depository, securities firms (including Korean branches of
foreign securities firms) which have obtained a license to act as standing
proxy and foreign exchange banks (including Korean branches of foreign
banks) to exercise shareholders' rights, apply to change a name on the
shareholders' registry, place an order to sell or purchase shares or engage
in any matters related to these activities, if any such activities are not
conducted by the foreign investor itself. [The Fund has appointed a
subsidiary of the Fund's sub-custodian as a standing proxy.] Because the
Fund will be engaged in transactions with several Korean brokers, it may
need to appoint a number of standing proxies to efficiently conduct its
trading activities. Each such standing proxy appointed will receive a
commission for its services. If and only to the extent that a standing
proxy other than the Fund's custodian or sub-custodian were deemed to have
custody over certain assets of the Fund, the Fund may be required to obtain
relief from the Commission or a waiver or modification of the standing
proxy requirement from the KSEC. There can be no assurance that such
relief, waiver or modification will be obtained.
EXCHANGE RATE FLUCTUATIONS
Fidelity currently anticipates that, at least 80% of the Fund's total
assets will be invested in equity securities of Korean Issuers. As a
result, most of the income received by the Fund, and assets held by the
Fund will be denominated in Won. The computation of net asset value and
the distribution of income by the Fund, however, will be made in dollars.
Therefore, the Fund's reported net asset value and its computation and
distribution of income in dollars will be affected adversely by reductions
in the value of the Won relative to the dollar. The Fund also will incur
costs of conversion between currencies. In addition, the computation of
income will be made on the date of its accrual by the Fund at the foreign
exchange rate in effect on that date, and thus, if the value of the Won
falls relative to the dollar between recognition of the income and the
making of Fund distributions, the Fund may be required to liquidate
investments in order to make distributions if the Fund has insufficient
cash in dollars to meet distribution requirements under the Code. Such
liquidation of investments, if required, may have adverse effects on the
Fund's performance.
Prior to 1980, the value of the Won was fixed against the dollar. In
January 1980, the Korean government devalued the Won against the dollar by
16.6%, in part to enhance the competitiveness of Korean exports. From
February 1980 to March 1990, the Won was traded on the basis of a floating
exchange rate, known as the concentration base rate, which was determined
by The Bank of Korea by reference to a multi-currency basket. In March
1990, The Bank of Korea concentration base rate system was abolished, and
since such date, the exchange rate has been determined by averaging the
previous day's inter-bank rates. This system is known as the Market
Average Exchange Rate System. Under this system, foreign exchange rates
are permitted to move each day within narrow ranges on either side of the
market average exchange rates announced by the Korea Financial
Telecommunications and Clearings Institute. As of October 1,1993, the
permitted daily range of fluctuation was increased to plus or minus 1.0%.
See "The Securities Markets of Korea - Recent Market and Economic
Developments - Financial Liberalization and Market Opening Plan" and "The
Republic of Korea." The Won depreciated in value an aggregate of 6.1%
relative to the dollar between August 1984 and December 1986, appreciated
relative to the dollar an aggregate of 29.1% from December 1986 through
June 1989, and then depreciated by [17.5%] in value relative to the dollar
from June 1989 through [September 1993]. See "The Republic of Korea."
The Fund is permitted to engage in a variety of currency hedging
transactions, which may involve certain risks, although such transactions,
with certain exceptions, are not currently permitted under Korean law or
regulations. See "Investment Objective and Policies - Other Investments",
"Additional Investment Activities" and "Appendix A - General
Characteristics and Risks of Derivatives."
POLITICAL AND ECONOMIC FACTORS
The value of the Fund's assets may be adversely affected by political,
economic or social instability in Korea. Following World War II, the
Korean peninsula was partitioned. The demilitarized zone at the boundary
between the Republic and North Korea was established after the Korean War
of 1950-1953 and is supervised by United Nations forces. The United States
maintains a military force in the Republic to help deter the ongoing
military threat from North Korean forces. The situation remains a source
of tension, although negotiations to ease tensions and resolve the
political division of the Korean peninsula have been carried on from time
to time. There also have been efforts from time to time to increase
economic, cultural and humanitarian contacts between North Korea and the
Republic. There can be no assurance that such negotiations or efforts will
continue to occur or will result in an easing of tensions between North
Korea and the Republic. Tension between the two Koreas rose following the
announcement in March, 1993 by North Korea of its intention to withdraw
from the Nuclear Non-Proliferation Treaty. Subsequent discussions between
North Korea and other nations have not resolved North Korea's status under
the treaty. Recently, North Korea has refused to allow inspections of its
facilities by the International Atomic Energy Agency. This refusal may
trigger action by the United Nations, including potential trade embargoes,
further increasing political tensions and the risk of military conflict.
In addition, there are reports of increasing militarization in North Korea,
accompanied by a general economic decline in that country. See "The
Republic of Korea."
North Korea's lack of disclosure has raised significant concern that North
Korea now poses a nuclear threat to Korea. The International Atomic Energy
Agency has referred the issue to the United Nations Security Council, which
has issued a statement urging North Korea to allow full inspections and
suggested that if North Korea does not cooperate, further action, including
potential economic sanctions, will be taken.
Korea's President has approached both China and the United States in an
effort to seek their assistance in defusing these tensions. The United
States has announced its intention to offer various economic and other
inducements to North Korea for regular nuclear inspections. These
inducements could include a joint United States-Korean offer to reduce
forces in the demilitarized zone between Korea and North Korea and other
steps to build mutual confidence if North Korea reciprocates.
The heightened tensions between Korea and North Korea have depressed new
foreign investment in Korea and the availability of foreign financing for
Korean companies, and the uncertainty surrounding the situation may
adversely affect the economic climate in Korea. The tensions between North
Korea and Korea also may adversely affect both the prices of the Fund's
portfolio securities and the Fund's share price.
In addition, there are reports of increasing militarization in North
Korea, accompanied by a general economic decline in that country. Military
action or the risk of military action or the economic collapse of North
Korea could have a material adverse effect on Korea, and consequently, on
the ability of the Fund to achieve its investment objective.
The domestic political situation in Korea has undergone significant change
in recent years. Following the 1979 assassination of President Park Chung
Hee, General Chun Doo Hwan became President under an authoritarian regime
which emphasized social and political order, while encouraging renewed
economic growth. Following public demonstrations, Roh Tae Woo was
democratically elected as President in December 1987. In December 1992,
the Korean people elected Kim Young Sam as President. Kim Young Sam is the
first popularly elected President of Korea since 1960 not affiliated with
the military.
With its lack of natural resources and with exports constituting a large
proportion of GNP, the Korean economy is significantly affected by changes
in commodity prices (particularly oil), changes in protectionist sentiment
among its trading partners and exchange rate movements. Because Korea
relied heavily on foreign capital to finance its earlier development, its
gross foreign debt rose rapidly and by December 31, 1985 amounted to $46.8
billion, one of the largest foreign debts among the developing nations.
With the growth in Korea's export surplus, the total external debt was
reduced substantially in the next four years. At the end of 1989, the
total external debt amounted to $29.4 billion. This figure increased,
however, by $10.9 billion from 1990 to 1992. With growth in foreign
exchange reserves and in overseas investment, the improvement in the
country's net external debt position has been even greater, declining from
$35.6 billion at the end of 1985 to approximately $5 to $6 billion at the
end of 1992. See "The Republic of Korea."
Korean companies tend to be substantially more leveraged than United
States and European companies. The high degree of leverage increases the
risk of business failures should adverse business conditions develop. In
addition, Korean accounting, auditing and financial reporting standards and
practices are not equivalent to those in the United States. Therefore,
certain material disclosures (including disclosures as to off-balance sheet
financing loan guaranties) may not be made, and less information may be
available with respect to investments in Korea than with respect to those
in the United States.
The Bank of Korea has revised downward its estimate of real GDP growth for
1993 to 4-4.5% from its initial forecast of 6.0%.
MARKET CHARACTERISTICS
DIFFERENCES BETWEEN THE U.S. AND KOREAN MARKETS. The Korean securities
markets have substantially less volume than the New York Stock Exchange,
and equity and debt securities of most Korean companies are less liquid and
more volatile than equity and debt securities of U.S. companies of
comparable size. Many companies traded on Korean securities markets are
smaller, newer and less seasoned than companies whose securities are traded
on securities markets in the United States. Investments in smaller
companies involve greater risk than is customarily associated with
investing in larger companies. Smaller companies may have limited product
lines, markets or financial or managerial resources and may be more
susceptible to losses and risks of bankruptcy. Additionally, market making
and arbitrage activities are generally less extensive in such markets,
which may contribute to increased volatility and reduced liquidity of such
markets. Accordingly, the Korean securities markets may be subject to
greater influence by adverse events generally affecting the market, and by
large investors trading significant blocks of securities, than is usual in
the United States. To the extent that Korea experiences rapid increases in
its money supply and investment in equity securities for speculative
purposes, the equity securities traded in Korea may trade at price-earnings
multiples higher than those of comparable companies trading on securities
markets in the United States, which may not be sustainable. Korean
securities markets may also be subject to substantial governmental control,
which may cause sudden or prolonged disruptions in market prices unrelated
to supply and demand considerations. This may also be true of currency
markets. The development of the Korean securities markets may be
attributed to, among other things, the Korean government's extensive
involvement in the private sector, including the securities markets. The
aggregate market capitalization of domestic equity securities listed on the
KSE was approximately [W 92.5 trillion (approximately US $114.4 billion) at
September 30, 1993], as compared to [US $4.4] trillion on the New York
Stock Exchange. As discussed above in "Investment and Repatriation
Restrictions," however, only a small portion of the equity securities that
compose this market capitalization may be purchased by foreign investors.
The Korean government has from time to time taken measures to minimize
excessive price volatility on the KSE, including the imposition of
limitations on daily price movements of securities and varying margin
requirements. Such actions by the Korean government have had and in the
future could have a significant effect on the market prices and dividend
yields of Korean equity securities. In particular, during 1990 the Korea
Securities Stabilization Fund (the "Stabilization Fund"), a partnership
operated by its contributors which include substantially all KSE-listed
companies, Korean securities companies and certain institutional investors,
was formed to stabilize the market through the purchase and sale of
securities. In January and February 1994, the Stabilization Fund sold
approximately 500 billion (approximately US$616 million) and approximately
300 billion (approximately US$___ million) worth of equity securities,
respectively. Future liquidations of the Stabilization Fund's portfolio
could exert significant downward pressure on the market price of KSE-listed
securities in which the Fund may invest. In addition, any purchases by the
Stabilization Fund could reduce the shares available for investment by
foreign investors such as the Fund or retard a decline in the market price
of KSE-listed securities. As of ____, 1994, the Stabilization Fund held
cash reserves of approximately ________ trillion and owned Korean
securities with a value of approximately __________ trillion constituting,
in the aggregate, approximately ____% of the total listed equity market
capitalization of _________ trillion as of that date.
In an attempt to avoid market manipulation, regulations of the KSE require
that institutional investors place an "entrustment guarantee" deposit in an
amount equal to 20% of the purchase order price with the relevant broker on
or prior to placing a purchase order. Non-institutional investors are
required to place an entrustment guarantee deposit in an amount equal to
40% of the purchase order price. The remaining purchase price must be paid
on or prior to the settlement date, which typically occurs two days after
the date of execution. The "entrustment guarantee" deposit requirement
applies to both Korean and foreign investors and will expose the Fund to
the broker's credit risk. If an entity other than the Fund's custodian or
sub-custodian were deemed to have custody over certain assets of the Fund,
the Fund may be required to obtain relief from the Commission or a waiver
or modification of the entrustment guarantee requirements from the KSE.
There can be no assurance that such relief, waiver or modification will be
obtained.
There are currently a limited number of securities firms engaged in
securities underwriting and trading in Korea. In addition, under current
Korean laws and regulations, the Fund is prohibited from participating in
initial public offerings of securities. Brokerage commissions and other
transaction costs on Korean securities exchanges are generally higher than
in the United States. In addition, security settlements may in some
instances be subject to delays and related administrative uncertainties,
including risk of loss associated with the credit of local brokers.
GOVERNMENT SUPERVISION OF KOREAN SECURITIES MARKETS; LEGAL SYSTEM. There
is less government supervision and regulation of securities exchanges,
listed companies and brokers in Korea than exists in the United States.
Less information, therefore, may be available to the Fund than in respect
of investments in the United States. Further, in Korea, less information
may be available to the Fund than to local market participants. Brokers in
Korea may not be as well capitalized as those in the United States, so that
they are more susceptible to financial failure in times of market,
political, or economic stress. In addition, existing laws and regulations
are often inconsistently applied. As legal systems in Korea develop,
foreign investors may be adversely affected by new laws and regulations,
changes to existing laws and regulations and preemption of local laws and
regulations by national laws. In circumstances where adequate laws exist,
it may not be possible to obtain swift and equitable enforcement of the
law. Currently a mixture of legal and structural restrictions affect the
Korean securities markets.
FINANCIAL INFORMATION AND STANDARDS. Korean accounting, auditing and
financial standards and requirements differ, in some cases significantly,
from those applicable to U.S. issuers. In particular, the assets and
profits appearing on the financial statements of a Korean issuer may not
reflect its financial position or results of operations in accordance with
U.S. generally accepted accounting principles. In addition, for an issuer
that keeps accounting records in local currency, inflation accounting rules
may require, for both tax and accounting purposes, that certain assets and
liabilities be restated on the issuer's balance sheet in order to express
items in terms of currency of constant purchasing power. Inflation
accounting may indirectly generate losses or profits. Consequently,
financial data may be materially affected by restatements for inflation and
may not accurately reflect the real condition of those issuers and
securities markets. Moreover, substantially less information may be
publicly available about issuers in Korea than is available about U.S.
issuers.
SUBSTANTIAL GOVERNMENT INFLUENCE ON THE PRIVATE SECTOR
The Korean government has historically exercised and continues to exercise
substantial influence over many aspects of the private sector. The Korean
government from time to time has informally influenced the payment of
dividends and the prices of certain products, encouraged companies to
invest or to concentrate in particular industries, induced mergers between
companies in industries suffering from excess capacity and induced private
companies to publicly offer their securities. In addition, the government
has sought to minimize excessive price volatility on the KSE through
various steps, including the imposition of limitations on daily price
movements of securities. Such actions by the government in the future
could have a significant effect on the market prices and dividend yields of
equity securities, including those in the Fund's portfolio.
On August 24, 1992, the Korean government announced a series of measures
designed to stabilize the securities market. These included measures
intended to channel additional funds from various financial institutions
into investment in KSE-listed securities. The sources for such investment
were to include trust account deposits held by commercial banks, premiums
paid to insurance companies, pension funds and mutual funds and additional
contributions made to the Stabilization Fund. Another measure was to
authorize securities "buy-back funds" to be established as open-ended unit
investment trusts with a limited life of five years. Each such trust is
managed by one of the three largest Korean securities investment trust
management companies. The stated objective of the trusts is to invest in
shares of the largest listed companies. However, it is expected that each
trust will invest in the shares of companies holding units of such trust.
Such trusts are generally restricted from investing in excess of 20% of
their total assets in any class of shares of a company. The redemption
rights of unit holders are subject to certain restrictions for a period of
three years following subscription for the relevant units. Other measures
announced included tax incentives for small investors, regular government
oversight to ensure that financial institutions are not net sellers of
shares and changes in margin requirements for securities transactions.
Indirect measures have included from time to time urging institutional
investors to act as net buyers to forestall a significant decline in the
market.
THINLY TRADED MARKETS AND ILLIQUID INVESTMENTS
Compared to securities traded in the United States, generally all
securities of Korea may be considered to be thinly traded. Even relatively
widely held securities in Korea may not be able to absorb trades of a size
customarily transacted by institutional investors, without price
disruptions. Accordingly, the Fund's ability to reposition itself will be
more constrained than would be the case for a typical equity mutual fund.
The Fund, in addition, may invest up to 35% of its total assets in illiquid
securities, that is, securities for which there is no readily available
market, or no market at all. Investment of the Fund's assets in relatively
illiquid securities may restrict the ability of the Fund to dispose of its
investments in a timely fashion and for a fair price as well as its ability
to take advantage of market opportunities. The risks associated with
illiquidity will be particularly acute in situations in which the Fund's
operations require cash, such as when the Fund repurchases shares,
commences a tender offer, or pays dividends or distributions, and could
result in the Fund borrowing to meet short-term cash requirements or
incurring capital losses on the sale of illiquid investments. Further,
companies whose securities are not publicly traded are not subject to the
disclosure and other investor protection requirements which would be
applicable if their securities were publicly traded.
Illiquid investments are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued because of the absence of a market for such investments. Under
the supervision of the Board of Directors, the Investment Manager will
determine the liquidity of the Fund's investments and, through reports from
the Investment Manager, the Board will monitor investments in illiquid
instruments. In determining the liquidity of the Fund's investments, the
Investment Manager may consider various factors, including (1) the
frequency of trades and quotations, (2) the number of dealers and
prospective purchasers in the marketplace, (3) dealer undertakings to make
a market, (4) the nature of the security (including any demand or tender
features), and (5) the nature of the marketplace for trades (including the
ability to assign or offset the Fund's rights and obligations relating to
the investment). In the absence of market quotations, illiquid investments
are priced at fair value as determined in good faith by a committee
appointed by the Board of Directors. [If through a change in values,
assets, or other circumstances, the Fund were in a position where more than
[35%] of its total assets were invested in illiquid securities, the Fund
would seek to take appropriate steps to protect liquidity.]
[SETTLEMENT PROCEDURES AND DELAYS
Settlement procedures in Korea are less developed and reliable than those
in the United States and in other developed markets, and the Fund may
experience settlement delays or other material difficulties. Accordingly,
the Fund may be subject to significant delays or limitations on the volume
of trading during any particular period as a result of these factors. The
foregoing factors could impede the ability of the Fund to effect portfolio
transactions on a timely basis and could have an adverse impact on the net
asset value of the shares of the Fund's Common Stock and the price at which
the shares trade. In addition, significant delays are common in
registering transfers of securities, and the Fund may be unable to sell
such securities until the registration process is completed and may
experience delays in receipt of dividends and other entitlements.]
DEBT SECURITIES - HIGH YIELD, HIGH RISK SECURITIES
[Although the Fund does not intend to invest more than 35% of its total
assets in non-convertible debt securities,] there is no limit on the
percent of the Fund's debt securities investments which may be invested in
debt securities issued or guaranteed by the Korean government, its agencies
or instrumentalities, or other political subdivisions, or by other Korean
Issuers, including unrated debt securities and debt securities rated below
investment grade. The market value of debt securities generally varies in
response to changes in interest rates and the financial conditions of each
issuer. During periods of declining interest rates, the value of debt
securities generally increases. Conversely, during periods of rising
interest rates, the value of such securities generally declines. These
changes in market value will be reflected in the Fund's net asset value.
The Fund's investments in Korean debt securities may generally be
considered to have credit quality below investment grade as determined by
internationally recognized credit rating agency organizations. Debt
securities rated below investment grade (commonly referred to as "junk
bonds" when issued in the United States) are considered to be speculative.
Investment in low rated securities typically involves risks not associated
with higher rated securities, including, among others, overall greater risk
of timely and ultimate payment of interest and principal, potentially
greater sensitivity to general economic conditions, greater market price
volatility and less liquid secondary market trading. Certain of the Fund's
investments may be considered to have extremely poor prospects of ever
attaining any real investment standing, to have a current identifiable
vulnerability to default, to be unlikely to have the capacity to pay
interest and repay principal when due in the event of adverse business,
financial or economic conditions, or to be in default or not current in the
payment of interest or principal.
Low rated debt securities may be more susceptible to real or perceived
adverse economic and competitive industry conditions than investment grade
securities. The prices of low rated debt securities have been found to be
less sensitive to interest rate changes than higher rated investments, but
more sensitive to adverse economic downturns or individual corporate
developments. A projection of an economic downturn or of a period of
rising interest rates, for example, could cause a decline in low rated debt
securities prices because the advent of a recession could lessen the
ability of a highly leveraged company to make principal and interest
payments on its debt securities. If the issuer of low rated debt
securities defaults, the Fund may incur additional expenses in seeking
recovery.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS
Purchasers of loans and other forms of direct indebtedness depend
primarily upon the creditworthiness of the borrower for payment of
principal and interest. Direct debt instruments may not be rated by any
nationally recognized rating service. If the Fund does not receive
scheduled interest or principal payments on such indebtedness, the Fund's
share price and yield could be adversely affected. Loans that are fully
secured offer the Fund more protections than an unsecured loan in the event
of non-payment of scheduled interest or principal. However, there is no
assurance that the liquidation of collateral from a secured loan would
satisfy the borrower's obligation, or that the collateral can be
liquidated. Indebtedness of borrowers whose creditworthiness is poor
involves substantially greater risks, and may be highly speculative.
Borrowers that are in bankruptcy or restructuring may never pay off their
indebtedness, or may pay only a small fraction of the amount owed. Direct
indebtedness of Korea will also involve a risk that the Korean governmental
entities responsible for the repayment of the debt may be unable, or
unwilling, to pay interest and repay principal when due.
Investments in loans through direct assignment of a financial
institution's interests with respect to a loan may involve additional risks
to the Fund. For example, if a loan is foreclosed, the Fund could become
part owner of any collateral, and would bear the costs and liabilities
associated with owning and disposing of the collateral. In addition, it is
conceivable that under emerging legal theories of lender liability, the
Fund could be held liable as a co-lender. Direct debt instruments may also
involve a risk of insolvency of the lending bank or other intermediary.
Direct debt instruments that are not in the form of securities may offer
less legal protection to the Fund in the event of fraud or
misrepresentation. In the absence of definitive regulatory guidance, the
Fund relies on the Investment Manager's, the Investment Adviser's and the
Sub-Adviser's research in an attempt to avoid situations where fraud or
misrepresentation could adversely affect the Fund.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the
loan, as specified in the loan agreement. Unless, under the terms of the
loan or other indebtedness, the Fund has direct recourse against the
borrower, it may have to rely on the agent to apply appropriate credit
remedies against a borrower. If assets held by the agent for the benefit
of the Fund were determined to be subject to the claims of the agent's
general creditors, the Fund might incur certain costs and delays in
realizing payment on the loan or loan participation and could suffer a loss
of principal or interest.
Direct indebtedness purchased by the Fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the Fund to pay additional cash on demand. These commitments
may have the effect of requiring the Fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
The Fund will set aside appropriate liquid assets in a segregated custodial
account to cover its potential obligations under standby financing
commitments.
The Fund limits the amount of total assets that it will invest in any one
issuer. For purposes of these limitations, the Fund generally will treat
the borrower as the "issuer" of indebtedness held by the Fund. In the case
of loan participations where a bank or other lending institution serves as
financial intermediary between the Fund and the borrower, if the
participation does not shift to the Fund the direct debtor-creditor
relationship with the borrower, SEC interpretations require the Fund, in
appropriate circumstances, to treat both the lending bank or other lending
institution and the borrower as "issuers" for these purposes. Treating a
financial intermediary as an issuer of indebtedness may restrict the Fund's
ability to invest in indebtedness related to a single financial
intermediary, even if the underlying borrowers represent many different
companies.
SWAP AGREEMENTS
Swap agreements can be individually negotiated and structured to include
exposure to a variety of different types of investments or market factors.
Depending on their structure, swap agreements may increase or decrease the
Fund's exposure to long- or short-term interest rates (in the United States
or abroad), foreign currency values, mortgage securities, corporate
borrowing rates, or other factors such as security prices or inflation
rates. Swap agreements can take many different forms and are known by a
variety of names. The Fund is not limited to any particular form of swap
agreement if the Investment Manager, the Investment Adviser or the
Sub-Adviser determines it is consistent with the Fund's investment
objective and policies.
In a typical cap or floor agreement, one party agrees to make payments
only under specified circumstances, usually in return for payment of a fee
by the other party. For example, the buyer of an interest rate cap obtains
the right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines
elements of buying a cap and selling a floor.
Swap agreements will tend to shift the Fund's investment exposure from one
type of investment to another. For example, if the Fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the Fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of the Fund's investments and its share price and yield.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from the Fund. If a swap
agreement calls for payments by the Fund, the Fund must be prepared to make
such payments when due. In addition, if the counterparty's
creditworthiness declined, the value of a swap agreement would be likely to
decline, potentially resulting in losses. The Fund expects to be able to
eliminate its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
The Fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If the
Fund enters into a swap agreement on a net basis, it will segregate assets
with a daily value at least equal to the excess, if any, of the Fund's
accrued obligations under the swap agreement over the accrued amount the
Fund is entitled to receive under the agreement. If the Fund enters into a
swap agreement on other than a net basis, it will segregate assets with a
value equal to the full amount of the Fund's accrued obligations under the
agreement.
INDEXED SECURITIES
The Fund may purchase securities whose prices are indexed to the prices of
other securities, securities indices, currencies, precious metals or other
commodities, or other financial indicators. Indexed securities typically,
but not always, are debt securities or deposits whose value at maturity or
coupon rate is determined by reference to a specific instrument or
statistic. Gold-indexed securities, for example, typically provide for a
maturity value that depends on the price of gold, resulting in a security
whose price tends to rise and fall together with gold prices.
Currency-indexed securities typically are short-term to intermediate-term
debt securities whose maturity values or interest rates are determined by
reference to the values of one or more specified foreign currencies, and
may offer higher yields than U.S. dollar-denominated securities of
equivalent issuers. Currency-indexed securities may be positively or
negatively indexed; that is, their maturity value may increase when the
specified currency value increases, resulting in a security that performs
similarly to a foreign currency-denominated instrument, or their maturity
value may decline when foreign currencies increase, resulting in a security
whose price characteristics are similar to a put on the underlying
currency. Currency-indexed securities may also have prices that depend on
the values of a number of different foreign currencies relative to each
other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
United States and abroad. At the same time, indexed securities are subject
to the credit risks associated with the issuer of the security, and their
values may decline substantially if the issuer's creditworthiness
deteriorates. Recent issuers of indexed securities have included banks,
corporations, and certain U.S. government agencies. Indexed securities may
be more volatile than the underlying instruments.
INVESTMENT PRACTICES
Certain risks and special considerations of certain of the investment
practices in which the Fund may engage are described above under
"Investment Objective and Policies" and "Additional Investment Activities."
In addition, the Fund's ability to engage in these investment practices may
be limited by certain rules and regulations in Korea. Derivatives involve
special risks, including possible default by the other party to the
transaction, illiquidity and, to the extent the Investment Adviser's or the
Sub-Adviser's view as to certain market movements is incorrect, the risk
that the use of a Derivative could result in greater losses than if it had
not been used. Use of put and call options could result in losses to the
Fund, force the purchase or sale of portfolio securities at inopportune
times or for prices higher or lower than current market values, or cause
the Fund to hold a security it might otherwise sell. The use of currency
transactions could result in the Fund's incurring losses as a result of the
imposition of exchange controls, suspension of settlements, or the
inability to deliver or receive a specified currency in addition to
exchange rate fluctuations. The use of options and futures transactions
entails certain special risks. In particular, the variable degree of
correlation between price movements of futures contracts and price
movements in the related portfolio position of the Fund could create the
possibility that losses on the derivative instrument will be greater than
gains in the value of the Fund's position. In addition, futures and
options markets could be illiquid in some circumstances and certain
over-the-counter options could have no markets. The Fund might not be able
to close out certain positions without incurring substantial losses. To
the extent the Fund utilizes futures and options transactions for hedging,
such transactions should tend to minimize the risk of loss due to a decline
in the value of the hedged position and, at the same time, limit any
potential gain to the Fund that might result from an increase in value of
the position. Finally, the daily variation margin requirements for futures
contracts create a greater ongoing potential financial risk than would
purchases of options, in which case the exposure is limited to the cost of
the initial premium and transaction costs. Losses resulting from the use
of Derivatives will reduce the Fund's net asset value, and possibly income,
and the losses may be greater than if Derivatives had not been used.
Additional information regarding the risks and special considerations
associated with Derivatives appears in "Appendix A $ General
Characteristics And Risks of Derivatives".
NON-DIVERSIFICATION
The Fund is classified as a non-diversified investment company under the
1940 Act, which means that the Fund is not limited by the 1940 Act in the
proportion of its assets that may be invested in the obligations of a
single issuer. Thus, the Fund may invest a greater proportion of its
assets in the securities of a smaller number of issuers and, as a result,
could be subject to greater risk of loss. The Fund, however, intends to
comply with the diversification requirements imposed by the Code for
qualification as a regulated investment company, which generally limits
investments in any one issuer to 25% of the Fund's total assets. See
"Taxation $ U.S. Federal Income Taxes" and "Investment Restrictions."
WITHHOLDING AND OTHER TAXES
The Fund may be subject to certain taxes, including withholding or other
taxes on income and capital gains, that are or may be imposed by Korea or
other foreign governments, which will reduce the return to the Fund. See
"Taxation - Korean Taxes." The Fund may elect, when eligible, to
"pass-through" to the Fund's shareholders such taxes that are treated as
income taxes for U.S. Federal income tax purposes. If the Fund makes such
election, shareholders will be required to include in income their
proportionate shares of the amount of non-U.S. income taxes paid by the
Fund and may be entitled to claim either a credit or deduction for all or a
portion of such taxes. See "Taxation - U.S. Income Taxes" below for a
discussion of the rules and limitations applicable to the treatment of
non-U.S. income taxes under the U.S. Federal income tax laws. Certain
shareholders, including some non-U.S. shareholders, will not be entitled to
the benefit of a deduction or credit with respect to non-U.S. income taxes
paid by the Fund. If a shareholder is eligible and elects to credit
foreign taxes, such credit is subject to limitations. Other foreign taxes,
such as transfer taxes, may be imposed on the Fund, but would not be
eligible to be passed through to shareholders as a credit or deduction.
Also, additional U.S. Federal income taxes and charges may be incurred as a
result of any investment made in "passive foreign investment companies."
See "Taxation - U.S. Federal Income Taxes" and "- Other Taxation."
CERTAIN PROVISIONS OF THE ARTICLES OF INCORPORATION
The Fund's Articles of Incorporation include provisions that could have
the effect of limiting the ability of other entities or persons to acquire
control of the Fund or to change the composition of its Board of Directors.
Such provisions could have the effect of depriving shareholders of an
opportunity to sell their shares of Common Stock at a premium over
prevailing market prices by discouraging a third party from seeking to
obtain control of the Fund. See "Description of Capital Stock - Special
Voting Provisions."
NET ASSET VALUE DISCOUNT
The Fund is a newly organized company with no prior operating history.
Prior to this offering, there has been no public market for the Fund's
shares of Common Stock. Shares of closed-end investment companies have in
the past frequently traded at a discount from their net asset values and
initial offering prices. This characteristic of shares of a closed-end
fund is a risk separate and distinct from the risk that a fund's net asset
value will decrease. The Fund cannot predict whether its own shares will
trade at, below or above net asset value. The risk of loss associated with
purchasing shares of a closed-end investment company is more pronounced for
investors who purchase in the initial public offering and who wish to sell
their shares of Common Stock in a relatively short period of time.
[FOREIGN SUBCUSTODIANS AND SECURITIES DEPOSITORIES
Rules adopted under the 1940 Act permit the Fund to maintain its foreign
securities and cash in the custody of certain eligible non-U.S. banks and
securities depositories. Certain banks in foreign countries may not be
eligible sub-custodians for the Fund under such rules, in which event the
Fund may be precluded from purchasing securities in which it would
otherwise invest, and other banks that are eligible foreign sub-custodians
may be recently organized or otherwise lack extensive operating experience.
In addition, in certain countries, such as Korea, there may be legal
restrictions or limitations on the ability of the Fund to recover assets
held in custody by foreign sub-custodians in the event of the bankruptcy of
the sub-custodian. The Fund also may experience settlement delays or other
material difficulties. See "Risk Factors and Special Considerations -
Settlement Procedures and Delays."]
TRANSFER RESTRICTIONS
Investors who purchase shares of Common Stock at a reduced price will be
restricted from transferring such shares for a period of 90 days after the
closing of the offering. There is no restriction on the number of shares
that may be purchased subject to the transfer restriction described above,
except that the Fund will comply, with respect to non-restricted shares,
with the distribution requirements of the NYSE. See "Underwriting." To
the extent these investors sell their shares once the transfer restriction
is no longer applicable, the market price of the Common Stock could be
adversely affected. In addition, the transfer restriction will reduce the
number of shares available for sale in the secondary market during the
90-day restriction period.
EXPENSES
The operating expense ratio of the Fund can be expected to be higher than
that of a fund investing primarily in the securities of U.S. issuers since
the expenses of the Fund (such as custodial, currency exchange and
communication costs) are higher. See "Summary of Expenses." Brokerage
commissions and transaction costs for transactions both on and off the KSE
are generally higher than in the United States.
MANAGEMENT OF THE FUND
DIRECTORS AND OFFICERS
The names of the directors and principal officers of the Fund are set
forth below, together with their positions and their principal occupations
during the past five years and, in the case of the directors, their
positions with certain other international organizations and publicly held
companies.
PRINCIPAL OCCUPATION
NAME AND ADDRESS POSITION WITH FUND AND OTHER AFFILIATIONS
*Edward C. Johnson 3d Director and President Chairman, Chief Executive
Officer and
82 Devonshire Street Director of FMR Corp.; Director and
Mail Stop F5C Chairman of the Board and of the Executive
Boston, MA 02109 Committee of FMR; Chairman and a Director of FMR Texas
Inc. (1989), Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.; Director or Trustee and President of
all other registered management investment companies managed by FMR,
Chairman of Fidelity International Limited; Chairman of all other
registered management investment companies in the Fidelity Group of
International Funds.
*J. Gary Burkhead Director and Senior President of FMR; and President and
Director
82 Devonshire Street Vice President of FMR Texas Inc. (1989), Fidelity
Mail Stop F5C Management & Research (U.K.) Inc. and
Boston, MA 02109 Fidelity Management & Research (Far East) Inc.; Director
or Trustee and Senior Vice President of all other registered management
investment companies managed by FMR.
Helmert Frans Van den Hoven Director Member, Supervisory Board, Royal
Dutch
Marcvista 35 Petroleum Company; former Chairman,
220 BX Noordwijk Aan Zee Unilever N.V. (1975-1984); Director of a
The Netherlands number of other funds in the Fidelity Group of
International Funds; Director of Fidelity Advisor Emerging Asia Fund, Inc.
Bertram High Witham, Jr. Director Chairman and Director, Villager
Companies;
89 Fox Hill Road Director, System Control Technology, Bill
Stamford, CT 06903 Glass Ministries, Fidelity North Carolina Management
Fund; former Treasurer, IBM Co. (1973-1978); Director of Fidelity Advisor
Emerging Asia Fund, Inc.
David L. Yunich Director Director and Consultant, W.R. Grace &
1114 Avenue of the Americas Company (1977-present); Director, New
New York, NY 10036 York Racing Association (1977-present); Director,
Prudential Insurance Company of America (1955-1991); Director, River Bank
America (1964-present); Director, NYNEX Corporation (1970-1990); Trustee,
Saratoga Performing Arts Center, Boy Scouts of America, and Carnegie Hall;
former President, Vice Chairman and Director, R.H. Macy & Company
(1955-1978), Director of Fidelity Advisor Emerging Asia Fund, Inc.
William Ebsworth Vice President Chief Investment Officer, Fidelity
Investments
7B Nicholson Tower (Hong Kong) (1991-present); Director,
Tower 4 Fidelity Investments Management (Hong
109 Repulse Bay Road Kong) Ltd.; Research Director, Fidelity
Hong Kong Investments (Boston, Tokyo and Hong Kong) (1990-1991); Fund
Manager, Fidelity Investments (Boston and Tokyo) (1986-1990); Vice
President of Fidelity Advisor Emerging Asia Fund, Inc.
William Wilder Vice President [To be provided by Amendment]
Shiroyama JT Mori Building
4-3-1 Toronomon Minatu-ku
Tokyo 105 Japan
Arthur S. Loring Secretary Senior Vice President and General Counsel of
82 Devonshire Street FMR; Vice President - Legal of FMR
Mail Stop F5C Corp.; Vice President and Clerk of Fidelity
Boston, MA 02109 Distributors Corporation; Secretary of all other
registered management investment companies managed by FMR.
Gary L. French Treasurer Treasurer of all other registered management
82 Devonshire Street investment companies managed by FMR;
Mail Stop F5C Senior Vice President, Fund Accounting,
Boston, MA 02109 Fidelity Accounting & Custody Services Co. (1991); Vice
President, Fund Accounting, Fidelity Accounting & Custody Services Co.
(1990); Senior Vice President, Chief Financial and Operations Officer,
Huntington Advisers, Inc. (1985-1990).
Stuart E. Fross Assistant Secretary An employee of FMR Corp. (1990);
82 Devonshire Street Associate, Dechert Price & Rhoads (law firm)
Mail Stop F5C (1987); Assistant Secretary of the Fidelity
Boston, MA 02109 Advisor Emerging Asia Fund, Inc.
John Costello Assistant Treasurer Assistant Treasurer of all other
registered
82 Devonshire Street management investment companies managed
Mail Stop F5C by FMR and an employee of FMR Corp.
Boston, MA 02109
Leonard M. Rush Assistant Treasurer An employee of FMR Corp.
82 Devonshire Street
Mail Stop F5C
Boston, MA 02109
____________________
* Director who is an "interested person" of the Fund within the meaning of
the 1940 Act.
Directors who are not "interested persons" (as defined in the 1940 Act) of
the Investment Manager, the Investment Adviser or the Sub-Adviser will be
paid a fee of $7,000 per year, plus up to $1,500 for every meeting of the
Board attended and $1,000 as an annual committee meeting fee. All
directors will be reimbursed for travel and out-of-pocket expenses incurred
in connection with meetings of the Board of Directors.
The officers of the Fund conduct and supervise the daily business
operations of the Fund, while the directors, in addition to their functions
set forth elsewhere under "Management of the Fund," review such actions and
decide on general policy.
The Fund also has an Audit Committee composed currently of Messrs. Van den
Hoven, Witham and Yunich.
At the Fund's first annual stockholders meeting, the Board of Directors
will be divided into three classes, each class having a term of three years
with only one class of directors standing for election in any year. See
"Description of Capital Stock."
The Articles of Incorporation and By-Laws of the Fund provide that the
Fund will indemnify its directors and officers and will indemnify employees
or agents of the Fund against liabilities and expenses incurred in
connection with litigation in which they may be involved because of their
offices with the Fund to the fullest extent permitted by law. Under
Maryland law, a corporation may indemnify any director or officer made a
party to any proceeding by reason of service in that capacity unless it is
established that (1) the act or omission of the director or officer was
material to the matter giving rise to the proceeding and (A) was committed
in bad faith or (B) was the result of active and deliberate dishonesty; (2)
the director or officer actually received an improper personal benefit in
money, property or services; or (3) in the case of any criminal proceeding,
the director or officer had reasonable cause to believe that the act or
omission was unlawful. In addition, the Fund's Articles of Incorporation,
as amended, provide that the Fund's directors and officers will not be
liable to shareholders for money damages, except in limited instances.
Under Maryland law, a corporation may restrict or limit the liability of
directors or officers to the corporation or its stockholders for money
damages, except to the extent that (1) it is proved that the person
actually received an improper benefit or profit in money, property, or
services, or (2) a judgment or other final adjudication adverse to the
person is entered in a proceeding based on a finding in the proceeding that
the person's action, or failure to act, was the result of active and
deliberate dishonesty and was material to the cause of action adjudicated
in the proceeding. However, nothing in the Articles of Incorporation, as
amended, or By-Laws of the Fund protects or indemnifies a director,
officer, employee or agent against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his office.
The Fund's Articles of Incorporation and By-Laws provide that the Fund's
Board of Directors has the sole power to adopt, alter or repeal the Fund's
By-Laws.
INVESTMENT MANAGER, INVESTMENT ADVISER AND SUB-ADVISER
The Investment Manager is Fidelity Management & Research Company.
Pursuant to a management agreement (the "Management Agreement") between the
Fund and the Investment Manager, the Investment Manager will supervise the
Fund's investment program. The Investment Manager will consult with the
Investment Adviser and the Sub-Adviser on a regular basis regarding the
Investment Adviser's and the Sub-Adviser's decisions concerning the
purchase, sale or holding of particular securities. In addition to the
foregoing, the Investment Manager will monitor the performance of the
Fund's outside service providers, including the Fund's administrator,
transfer agent and custodian. The Investment Manager will pay the
reasonable salaries and expenses of such of the Fund's officers and
employees and any fees and expenses of such of the Fund's directors who are
directors, officers or employees of the Investment Manager, except that the
Fund may bear travel expenses or an appropriate portion thereof of
directors and officers of the Fund who are directors, officers or employees
of the Investment Manager to the extent that such expenses relate to
attendance at meetings of the Board of Directors or any committees thereof.
Pursuant to an investment advisory agreement (the "Advisory Agreement")
among the Investment Manager, the Investment Adviser and the Fund, the
Investment Adviser is responsible on a day-to-day basis for investing the
Fund's portfolio in accordance with its investment objective, policies and
limitations. The Investment Adviser has discretion over investment
decisions for the Fund and, in that connection, will place purchase and
sale orders for the Fund's portfolio securities. The Advisory Agreement
authorizes delegation of these responsibilities to the Sub-Adviser.
Pursuant to a Sub-Advisory Agreement (the "Sub-Advisory Agreement"), the
Investment Adviser has delegated its responsibilities for the day-to-day
management of the Fund to Fidelity Investments Japan Limited (the
"Sub-Adviser") which will manage the Fund's portfolio through its Tokyo
office. Edward Bang will be primarily responsible for the day-to-day
management of the Fund's portfolio. Mr. Bang will work with a team of
professionals in Japan in managing the Fund's portfolio. [Bio of portfolio
manager to be provided by Amendment.] In addition, the Investment Adviser
will make available research and statistical data to the Fund. The
Investment Adviser and the Sub-Adviser will pay the reasonable salaries and
expenses of such of the Fund's officers and employees and any fees and
expenses of such of the Fund's directors who are directors, officers or
employees of the Investment Adviser or the Sub-Adviser, except that the
Fund may bear travel expenses or an appropriate portion thereof of
directors and officers of the Fund who are directors, officers or employees
of the Investment Adviser or the Sub-Adviser to the extent that such
expenses relate to attendance at meetings of the Board of Directors or any
committees thereof.
INVESTMENT MANAGER. Fidelity Management & Research Company will act as
Investment Manager of the Fund. The Fidelity investment management
organization was established in 1946. Today, the Fidelity organization is
the largest mutual fund company in the United States, and is known as an
innovative provider of high quality financial services to individuals and
institutions. In addition to its mutual fund business, the Fidelity
organization operates one of the leading discount brokerage firms in the
United States, Fidelity Brokerage Services, Inc. As of December 31, 1993,
the Investment Manager and its affiliates had over $270 billion under
management, of which more than $33 billion was invested in non-U.S.
securities (including over $13 billion in Asian securities and over $5
billion managed from Asian offices). The Fidelity organization employs
over 375 investment professionals worldwide. The Investment Manager also
manages the Fidelity Advisor Emerging Asia Fund, Inc., a closed-end
investment company.
The Investment Manager, together with the Investment Adviser, the
Sub-Adviser and its other affiliates, has extensive research capabilities
within the Asian region, and maintains offices in Hong Kong, Singapore and
Tokyo which are staffed by [28] investment professionals. The Sub-Adviser,
through its Tokyo office researches and screens for investment potential in
Korean Issuers through management contacts and on-site visits.
Edward C. Johnson 3d, members of his family and trusts for the benefit of
members of the Johnson family own directly or indirectly more than 25% of
the voting stock of FMR Corp., which owns all of the voting stock of
Fidelity Management & Research Company, the investment adviser of the
Fidelity U.S. family of mutual funds.
The Investment Manager's main offices are located at 82 Devonshire Street,
Boston, Massachusetts 02109.
INVESTMENT ADVISER. Fidelity International Investment Advisors, the
Fund's Investment Adviser and an affiliate of the Investment Manager, has
delegated its responsibilities for providing discretionary portfolio
management services to the Sub-Adviser. The Investment Adviser may,
however, elect to manage the portfolios directly through the Investment
Adviser's office in Hong Kong. The Investment Adviser is an investment
adviser registered under the Investment Advisers Act of 1940 and was
organized in 1983 under the laws of Bermuda. The Investment Adviser
primarily provides investment advisory services to non-U.S. and U.S.
investment companies and institutional investors investing throughout the
world. The Investment Adviser is a 98% owned subsidiary of Fidelity
International Limited ("FIL"). The Investment Adviser's and FIL's main
offices are located at Pembroke Hall, 42 Crow Lane, Pembroke, Bermuda.
FIL is a Bermuda company formed in 1968 which primarily provides
investment advisory services to non-U.S. investment companies and
institutional investors investing in securities of issuers throughout the
world. Its offices are located at Pembroke Hall, 42 Crow Lane, Pembroke,
Bermuda. More than 25% of the voting stock of FIL is owned directly or
indirectly by Edward C. Johnson 3d and trusts for the benefits of Johnson
family members.
SUB-ADVISER. Fidelity Investments Japan Limited ("FIJ"), the Sub-Adviser,
will, acting upon delegation by the Investment Adviser, provide advisory
services concerning the Fund's assets invested in Korean and other
securities and will be primarily responsible for the day-to-day management
of the Fund's portfolio. The Sub-Adviser is an affiliate of the Investment
Manager and the Investment Adviser and is registered as an investment
adviser under the Investment Advisers Act of 1940. The Sub-Adviser was
formed in November 17, 1986 under the laws of Japan and its main offices
are located at 19th Floor, Shiroyama JT Mori Building, 4-3-1 Toronomon
Minatu-ku, Tokyo 105, Japan. It is a wholly-owned subsidiary of FIL.
COMPENSATION AND EXPENSES
As compensation for its services, the Investment Manager will receive from
the Fund a monthly fee at an annual rate of 1.00% of the Fund's average
daily net assets. The Investment Adviser will receive from the Investment
Manager 60% of the fees paid by the Fund to the Investment Manager. The
Sub-Adviser will receive from the Investment Adviser a fee equal to 50% of
the fee paid to the Investment Adviser with respect to any assets managed
by the Sub-Adviser on a discretionary basis and 30% of the fee paid to the
Investment Adviser with respect to any assets managed by the Sub-Adviser on
a non-discretionary basis. Currently, the Sub-Adviser has been delegated
full discretion to manage the entire portfolio.
Except for the expenses borne by the Investment Manager, the Investment
Adviser or the Sub-Adviser pursuant to the Management Agreement, the
Advisory Agreement and the Sub-Advisory Agreement, the Fund will pay or
cause to be paid all of its expenses including, among other things:
organizational and offering expenses (which will include out-of-pocket
expenses, but not overhead or employee costs, of the Investment Manager,
the Investment Adviser and the Sub-Adviser); expenses for legal, accounting
and auditing services; taxes and governmental fees; dues and expenses
incurred in connection with membership in investment company organizations;
fees and expenses incurred in connection with listing the Fund's shares on
any stock exchange; costs of printing and distributing shareholder reports,
proxy materials, prospectuses, stock certificates and distributions of
dividends; charges of the Fund's custodians, sub-custodians, registrars,
transfer agents, dividend disbursing agents and dividend reinvestment plan
agents; payment for portfolio pricing services to a pricing agent, if any;
registration and filing fees of the SEC; expenses of registering or
qualifying securities of the Fund for sale in the various states; freight
and other charges in connection with the shipment of the Fund's portfolio
securities; fees and expenses of non-interested directors; costs of
shareholders' meetings; insurance; interest; brokerage costs; and
litigation and other extraordinary or nonrecurring expenses.
DURATION AND TERMINATION; NON-EXCLUSIVE SERVICES
Unless earlier terminated as described below, each of the Management
Agreement, the Advisory Agreement and the Sub-Advisory Agreement will
remain in effect until , 1996 and from year to year
thereafter if approved annually (i) by a majority of the non-interested
directors of the Fund and (ii) by the Board of Directors of the Fund or by
a majority of the outstanding voting securities of the Fund. The
Management Agreement may be terminated upon 60 days' written notice without
penalty by the Fund's Board of Directors or by vote of a majority of the
outstanding voting securities of the Fund or by the Investment Manager and
will terminate in the event it is assigned (as defined in the 1940 Act).
The Advisory Agreement may be terminated upon 60 days' written notice
without penalty by the Fund's Board of Directors or by vote of a majority
of the outstanding voting securities of the Fund or by the Investment
Manager and will terminate in the event it is assigned (as defined in the
1940 Act). The Sub-Advisory Agreement may be terminated upon 60 days
written notice without penalty by the Fund's Board of Directors or by vote
of a majority of the outstanding voting securities of the Fund or by the
Investment Adviser or the Sub-Adviser and will terminate in the event it is
assigned (as defined in the 1940 Act).
The services of the Investment Manager, the Investment Adviser and the
Sub-Adviser are not deemed to be exclusive, and nothing in the relevant
service agreements will prevent any of them or their affiliates from
providing similar services to other investment companies and other clients
(whether or not their investment objectives and policies are similar to
those of the Fund) or from engaging in other activities.
ADMINISTRATION
Fidelity Service Co. ("Service"), a division of FMR Corp., will serve as
the Fund's administrator pursuant to an agreement with the Fund (the
"Administration Agreement"). As compensation for its services, Service
will receive from the Fund monthly fees at an annual rate of .20% of the
Fund's average daily net assets. Service is located at 82 Devonshire
Street, Boston, MA 02109.
Service performs various administrative services, including providing the
Fund with the services of persons to perform administrative and clerical
functions, maintenance of the Fund's books and records, pricing and
securities lending services, preparation of various filings, reports,
statements and returns filed with government authorities, and preparation
of financial information for the Fund's proxy statements and semiannual and
annual reports to shareholders.
PORTFOLIO TRANSACTIONS
The Fund has no obligation to deal with any brokers or dealers in the
execution of transactions in portfolio securities. Subject to policies
established by the Fund's Board of Directors, the Investment Adviser has
delegated to the Sub-Adviser primary responsibility for the Fund's
portfolio decisions and the placing of the Fund's portfolio transactions.
All orders for the purchase or sale of portfolio securities will be placed
on behalf of the Fund by the Sub-Adviser pursuant to authority contained in
the Sub-Advisory Agreement. The Investment Adviser and the Sub-Adviser
also will be responsible for the placement of transaction orders for other
investment companies and accounts for which either of them or their
affiliates act as investment adviser. In selecting broker-dealers, subject
to applicable limitations of the federal securities laws, the Investment
Adviser and the Sub-Adviser will consider various relevant factors,
including, but not limited to the size and type of the transaction; the
nature and character of the markets for the security to be purchased or
sold; the execution efficiency, settlement capability, and financial
condition of the broker-dealer firm; the broker-dealer's execution services
rendered on a continuing basis; the reasonableness of any commissions and
arrangements for payment of Fund expenses. Commissions for foreign
investments traded on Korean exchanges will generally be higher than for
U.S. investments and may not be subject to negotiation.
The Fund may execute portfolio transactions with broker-dealers who
provide research and execution services to the Fund or other accounts over
which the Investment Adviser, the Sub-Adviser or their affiliates exercise
investment discretion. Such services may include advice concerning the
value of securities; the advisability of investing in, purchasing, or
selling securities; the availability of securities or the purchasers or
sellers of securities; furnishing analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; and effecting securities transactions and
performing functions incidental thereto (such as clearance and settlement).
The selection of such broker-dealers generally is made by the Investment
Adviser (to the extent possible consistent with execution considerations)
in accordance with a ranking of broker-dealers determined periodically by
the Sub-Adviser's investment staff based upon its assessment of the quality
of research and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the Fund may be useful to the Investment Adviser or the
Sub-Adviser in rendering investment management services to the Fund or
their other clients, and conversely, such information provided by
broker-dealers who have executed transaction orders on behalf of other
Investment Adviser or Sub-Adviser clients may be useful to the Investment
Adviser or Sub-Adviser in carrying out their obligations to the Fund. The
receipt of such research will not reduce the Investment Adviser's or the
Sub-Adviser's normal independent research activities; however, it will
enable the Investment Adviser and the Sub-Adviser to avoid the additional
expenses that could be incurred if the Investment Adviser and the
Sub-Adviser tried to develop comparable information through their own
efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
the Fund to pay such higher commissions, the Investment Adviser or the
Sub-Adviser must determine in good faith that such commissions are
reasonable in relation to the value of the brokerage and research services
provided by such executing broker-dealers, viewed in terms of a particular
transaction or the Investment Adviser's or the Sub-Adviser's overall
responsibilities to the Fund and their other clients. In reaching this
determination, the Investment Adviser and the Sub-Adviser will not attempt
to place a specific dollar value on the brokerage and research services
provided, or to determine what portion of the compensation should be
related to those services.
The Investment Adviser and the Sub-Adviser are authorized to use research
services provided by and to place portfolio transactions with brokerage
firms that have provided assistance in the distribution of shares of the
Fund or shares of other Fidelity funds to the extent permitted by law. The
Investment Adviser and the Sub-Adviser may use research services provided
by and place agency transactions with Fidelity Brokerage Services, Inc.
("FBSI") and Fidelity Brokerage Services, Ltd. ("FBSL"), subsidiaries of
FMR Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services.
The Investment Adviser and the Sub-Adviser may allocate brokerage
transactions to broker-dealers who have entered into arrangements with the
Investment Manager, the Investment Adviser or the Sub-Adviser under which
the broker-dealer allocates a portion of the commissions paid by the Fund
toward payment of the Fund's expenses, such as transfer agency fees or
custodian fees. The transaction quality must, however, be comparable to
those of other qualified broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, except if certain
requirements are satisfied. Pursuant to such requirements, the Board of
Directors has authorized FBSI to effect Fund portfolio transactions on
national securities exchanges in accordance with approved procedures and
applicable SEC rules.
The Board of Directors periodically will review the Investment Adviser's
and the Sub-Adviser's performance of their responsibilities in connection
with the placement of portfolio transactions on behalf of the Fund and
review the commissions paid by the Fund over representative periods of time
to determine if they are reasonable in relation to the benefits to the
Fund.
The Investment Adviser may, in its sole discretion and without a
shareholder vote, terminate its delegation to the Sub-Adviser of its
responsibilities with respect to portfolio transactions. If this were to
occur the Investment Adviser would perform these responsibilities directly
in the manner described herein.
From time to time the Board of Directors will review whether the recapture
for the benefit of the Fund of some portion of the brokerage commissions or
similar fees paid by the Fund on portfolio transactions is legally
permissible and advisable. The Fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Board of Directors intends
to continue to review whether recapture opportunities are available and are
legally permissible and, if so, to determine in the exercise of their
business judgment, whether it would be advisable for the Fund to seek such
recapture.
Investment decisions for the Fund are made independently from those for
other funds and accounts advised or managed by the Investment Adviser or
the Sub-Adviser. When two or more funds or accounts managed by the
Investment Adviser or the Sub-Adviser are simultaneously engaged in the
purchase or sale of the same security, the prices and amounts are allocated
in accordance with a formula considered by the Investment Adviser or the
Sub-Adviser to be equitable to each fund. In some cases this system could
adversely affect the size of the position obtained for or disposed of by
the Fund and could have a detrimental effect on the price or value of a
security as far as the Fund is concerned. In other cases, however, the
ability of the Fund to participate in volume transactions will produce
better executions and prices for the Fund. In addition, because of
different investment objectives, a particular security may be purchased for
one or more funds or accounts when one or more funds or accounts are
selling the same security. It is the current opinion of the Board of
Directors that the desirability of retaining FIIA and FIJ as Investment
Adviser and Sub-Adviser, respectively, to the Fund outweighs any
disadvantages that may be said to exist from exposure to simultaneous
transactions.
It is expected that the annual portfolio turnover rate of the Fund will
not exceed [150%]. The portfolio turnover rate is calculated by dividing
the lesser of sales or purchases of portfolio securities by the average
monthly value of the Fund's portfolio securities. For purposes of this
calculation, portfolio securities exclude all securities having a maturity
when purchased of one year or less.
DIVIDENDS AND DISTRIBUTIONS; DIVIDEND
REINVESTMENT AND CASH PURCHASE PLAN
The Fund intends to distribute annually to shareholders substantially all
of its net investment income, and to distribute any net realized capital
gains at least annually. Net investment income for this purpose is income
other than net realized long- and short-term capital gains net of expenses.
Pursuant to the Dividend Reinvestment and Cash Purchase Plan (the "Plan"),
shareholders whose shares of Common Stock are registered in their own names
may elect to have all distributions automatically reinvested by State
Street Bank and Trust Company (the "Plan Agent") in Fund shares pursuant to
the Plan. Shareholders who do not elect to participate in the Plan will
receive distributions in cash paid by check in dollars mailed directly to
the shareholder by State Street Bank and Trust Company, as dividend paying
agent. In the case of shareholders, such as banks, brokers or nominees,
that hold shares for others who are beneficial owners, the Plan Agent will
administer the Plan on the basis of the number of shares certified from
time to time by the shareholders as representing the total amount
registered in such shareholders' names and held for the account of
beneficial owners that have not elected to receive distributions in cash.
Investors that own shares registered in the name of a bank, broker or other
nominee should consult with such nominee as to participation in the Plan
through such nominee, and may be required to have their shares registered
in their own names in order to participate in the Plan.
The Plan Agent serves as agent for the shareholders in administering the
Plan. If the directors of the Fund declare an income dividend or a capital
gains distribution payable either in the Fund's Common Stock or in cash,
nonparticipants in the Plan will receive cash and participants in the Plan
will receive Common Stock, to be issued by the Fund or purchased by the
Plan Agent in the open market, as provided below. 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; provided, however, if the net asset value is less than 95% of the
market price on the valuation date, then such 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 day, the next preceding trading day. If net asset value exceeds
the market price of Fund shares at such time, or if the Fund should declare
an income dividend or capital gains distribution payable only in cash, the
Plan Agent will, as agent for the participants, buy Fund shares in the open
market, on the New York Stock Exchange or elsewhere, for the participants'
accounts on, or shortly after, the payment date. If, before the Plan Agent
has completed its purchases, the market price exceeds the net asset value
of a Fund share, the average per share purchase price paid by the Plan
Agent may exceed the net asset value of the Fund's shares, resulting in the
acquisition of fewer shares than if the distribution had been paid in
shares issued by the Fund on the dividend payment date. Because of the
foregoing difficulty with respect to open-market purchases, the Plan
provides that if the Plan Agent is unable to invest the full dividend
amount in open-market purchases during the purchase period or if the market
discount shifts to a market premium during the purchase period, the Plan
Agent will cease making open-market purchases and will receive the
uninvested portion of the dividend amount in newly issued shares at the
close of business on the last purchase date.
Participants have the option of making additional cash payments to the
Plan Agent, annually, in any amount from $100 to $3,000, for investment in
the Fund's Common Stock. The Plan Agent will use all such funds received
from participants to purchase Fund shares in the open market on or about
February 15. Any voluntary cash payment received more than 30 days prior
to this date will be returned by the Plan Agent, and interest will not be
paid on any invested cash payment. To avoid unnecessary cash
accumulations, and also to allow ample time for receipt and processing by
the Plan Agent, it is suggested that participants send in voluntary cash
payments to be received by the Plan Agent approximately ten days before an
applicable purchase date specified above. A participant may withdraw a
voluntary cash payment by written notice, if the notice is received by the
Plan Agent not less than 48 hours before such payment is to be invested.
The Plan Agent maintains all shareholder accounts in the Plan and
furnishes written confirmations of all transactions in an account,
including information needed by shareholders for personal and tax records.
Shares in the account of each Plan participant will be held by the Plan
Agent in the name of the participant, and each shareholder's proxy will
include those shares purchased pursuant to the Plan.
There is no charge to participants for reinvesting dividends or capital
gains distributions or voluntary cash payments. The Plan Agent's fees for
the reinvestment of dividends and capital gains distributions and voluntary
cash payments will be paid by the Fund. There will be no brokerage charges
with respect to shares issued directly by the Fund as a result of dividends
or capital gains distributions payable either in stock or in cash.
However, each participant will pay a pro rata share of brokerage
commissions incurred with respect to the Plan Agent's open market purchases
in connection with the reinvestment of dividends and capital gains
distributions and voluntary cash payments made by the participant.
Brokerage charges for purchasing small amounts of stock for individual
accounts through the Plan are expected to be less than the usual brokerage
charges for such transactions, because the Plan Agent will be purchasing
stock for all participants in blocks and prorating the lower commission
thus attainable.
The receipt of dividends and distributions under the Plan will not relieve
participants of any income tax which may be payable on such dividends or
distributions. See "Taxation."
Experience under the Plan may indicate that changes in the Plan are
desirable. Accordingly, the Fund and the Plan Agent reserve the right to
terminate the Plan as applied to any voluntary cash payments made and any
dividend or distribution paid subsequent to notice of the termination sent
to members of the Plan at least 30 days before the record date for such
dividend or distribution. The Plan also may be amended by the Fund or the
Plan Agent, but (except when necessary or appropriate to comply with
applicable law, rules or policies of a regulatory authority) only by at
least 30 days' written notice to participants in the Plan. All
correspondence concerning the Plan should be directed to the Plan Agent at
Two Heritage Drive, Quincy, Massachusetts 02171.
TAXATION
U.S. FEDERAL INCOME TAXES
The Fund intends to elect to qualify as a regulated investment company
under the Code. To so qualify the Fund must, among other things: (a)
derive at least 90% of its gross income from dividends, interest, payment
with respect to securities loans, gains from the sale or other disposition
of stock or securities and gains from the sale or other disposition of
foreign currencies, or other income (including gains from options, futures
contracts and forward contracts) derived with respect to the Fund's
business of investing in stocks, securities or currencies; (b) derive less
than 30% of its gross income from the sale or other disposition of the
following assets held for less than three months - (i) stock and
securities, (ii) options, futures and forward contracts (other than
options, futures and forward contracts on foreign currencies), and (iii)
foreign currencies (and options, futures and forward contracts on foreign
currencies) which are not directly related to the Fund's principal business
of investing in stocks and securities (or options and futures with respect
to stock or securities); and (c) diversify its holdings so that, at the end
of each quarter, (i) at least 50% of the value of the Fund's total assets
is represented by cash and cash items, U.S. Government securities,
securities of other regulated investment companies, and other securities,
with such other securities limited in respect of any one issuer to an
amount not greater in value than 5% of the Fund's total assets and to not
more than 10% of the outstanding voting securities of such issuer, and (ii)
not more than 25% of the value of the Fund's total assets is invested in
the securities (other than U.S. Government securities or securities of
other regulated investment companies) of any one issuer or of any two or
more issuers that the Fund controls and that are determined to be engaged
in the same business or similar or related businesses.
As a regulated investment company, the Fund will not be subject to U.S.
federal income tax on its investment company taxable income that it
distributes to its shareholders, provided that at least 90% of its
investment company taxable income for the taxable year is distributed to
its shareholders; however, the Fund will be subject to tax on its income
and gains to the extent that it does not distribute to its shareholders an
amount equal to such income and gains. See "Passive Foreign Investment
Companies" below. Investment company taxable income includes dividends,
interest and net short-term capital gains in excess of net long-term
capital losses, but does not include net long-term capital gains in excess
of net short-term capital losses. The Fund intends to distribute annually
to its shareholders substantially all of its investment company taxable
income. If necessary, the Fund may borrow money temporarily or liquidate
assets to make such distributions. Dividend distributions of investment
company taxable income (including distributions from short-term capital
gains) are taxable to a U.S. shareholder as ordinary income to the extent
of the Fund's current and accumulated earnings and profits, whether paid in
cash or in shares. Since the Fund will not invest in the stock of domestic
corporations, distributions to corporate shareholders of the Fund will not
be entitled to the deduction for dividends received by corporations. If
the Fund fails to satisfy the 90% distribution requirement or fails to
qualify as a regulated investment company in any taxable year, it will be
subject to tax in such year on all of its taxable income, whether or not
the Fund makes any distributions to its shareholders.
As a regulated investment company, the Fund also will not be subject to
U.S. federal income tax on its net long-term capital gains, if any, that it
distributes to its shareholders. If the Fund retains for reinvestment or
otherwise an amount of such net long-term capital gains, it will be subject
to a tax of up to 35% of the amount retained. The Board of Directors of
the Fund will determine at least once a year whether to distribute any net
long-term capital gains in excess of net short-term capital losses and
capital loss carryovers from prior years. The Fund expects to designate
amounts retained as undistributed capital gains in a notice to its
shareholders who, if subject to U.S. federal income taxation on long-term
capital gains, (a) will be required to include in income for U.S. federal
income tax purposes, as long-term capital gains, their proportionate shares
of the undistributed amount, and (b) will be entitled to credit against
their U.S. federal income tax liabilities their proportionate shares of the
tax paid by the Fund on the undistributed amount and to claim refunds to
the extent that their credits exceed their liabilities. For U.S. federal
income tax purposes, the basis of shares owned by a shareholder of the Fund
will be increased by an amount equal to 65% of the amount of undistributed
capital gains included in the shareholder's income. Distributions of net
long-term capital gains, if any, by the Fund are taxable to its
shareholders as long-term capital gains whether paid in cash or in shares
and regardless of how long the shareholder has held the Fund's shares.
Such distributions of net long-term capital gains are not eligible for the
dividends received deduction. Under the Code, net long-term capital gains
will be taxed at a rate no greater than 28% for individuals and 35% for
corporations. Shareholders will be notified annually as to the U.S.
federal income tax status of their dividends and distributions.
Shareholders receiving dividends or distributions in the form of
additional shares pursuant to the Plan should be treated for U.S. federal
income tax purposes as receiving a distribution in an amount equal to the
amount of money that the shareholders receiving cash dividends or
distributions will receive, and should have a cost basis in the shares
equal to such amount.
If the net asset value of shares is reduced below a shareholder's cost as
a result of a distribution by the Fund, the distribution will be taxable
even if it, in effect, represents a return of invested capital. Investors
considering buying shares just prior to a dividend or capital gain
distribution payment date should be aware that, although the price of
shares purchased at that time may reflect the amount of the forthcoming
distribution, those who purchase just prior to the record date for a
distribution will receive a distribution which will be taxable to them.
The amount of capital gains realized and distributed (which from an
investment standpoint may represent a partial return of capital rather than
income) in any given year will be the result of investment performance,
among other things, and can be expected to vary from year to year.
If the Fund is the holder of record of any stock on the record date for
any dividends payable with respect to such stock, such dividends are
included in the Fund's gross income not as of the date received but as of
the later of (a) the date such stock became ex-dividend with respect to
such dividends (i.e., the date on which a buyer of the stock would not be
entitled to receive the declared, but unpaid, dividends) or (b) the date
the Fund acquired such stock. Accordingly, in order to satisfy its income
distribution requirements, the Fund may be required to pay dividends based
on anticipated earnings, and shareholders may receive dividends in an
earlier year than would otherwise be the case.
Under the Code, the Fund may be subject to a 4% excise tax on a portion of
its undistributed income. To avoid the tax, the Fund must distribute
annually at least 98% of its ordinary income (not taking into account any
capital gains or losses) for the calendar year and at least 98% of its
capital gain net income for the 12-month period ending, as a general rule,
on October 31 of the calendar year. For this purpose, any income or gain
retained by the Fund that is subject to corporate income tax will be
treated as having been distributed at year-end. In addition, the minimum
amounts that must be distributed in any year to avoid the excise tax will
be increased or decreased to reflect any under-distribution or
over-distribution, as the case may be, in the previous year. For a
distribution to qualify under the foregoing test, the distribution
generally must be declared and paid during the year. Any dividend declared
by the Fund in October, November or December or any year and payable to
shareholders of record on a specified date in such a month shall be deemed
to have been received by each shareholder on December 31 of such year and
to have been paid by the Fund not later than December 31 of such year,
provided that such dividend is actually paid by the Fund during January of
the following year.
The Fund will maintain accounts and calculate income by reference to the
U.S. dollar for U.S. federal income tax purposes. If the Fund's dividends
exceed its taxable income in any year, which is sometimes the result of
currency related losses, all or a portion of the Fund's dividends may be a
return of capital to shareholders for tax purposes. Furthermore, exchange
control regulations may restrict the ability of the Fund to repatriate
investment income or the proceeds of sales of securities. These
restrictions and limitations may limit the Fund's ability to make
sufficient distributions to satisfy the 90% distribution requirement and
avoid the 4% excise tax.
The Fund's transactions in foreign currencies, forward contracts, options
and futures contracts (including options and futures contracts on foreign
currencies) will be subject to special provisions of the Code that, among
other things, may affect the character of gains and losses realized by the
Fund (i.e., may affect whether gains or losses are ordinary or capital),
accelerate recognition of income to the Fund, defer Fund losses, and affect
the determination of whether capital gains and losses are characterized as
long-term or short-term capital gains or losses. These rules could
therefore affect the character, amount and timing of distributions to
shareholders. These provisions also may require the Fund to mark-to-market
certain types of the positions in its portfolio (i.e., treat them as if
they were closed out) which may cause the Fund to recognize income without
receiving cash with which to make distributions in amounts necessary to
satisfy the 90% and 98% distribution requirements for avoiding income and
excise taxes.
The Fund may make investments that accrue income that is not matched by a
current receipt of cash by the Fund, such as investments in certain
obligations having original issue discount (i.e., an amount equal to the
excess of the stated redemption price of the security at maturity over its
issue price), or market discount (i.e., an amount equal to the excess of
the stated redemption price of the security at maturity over its basis
immediately after it was acquired) if the Fund elects to accrue market
discount on a current basis. In addition, income may continue to accrue
for federal income tax purposes with respect to a non-performing
investment. Any of the foregoing income would be treated as income earned
by the Fund and therefore would be subject to the distribution requirements
of the Code. Because such income may not be matched by a concurrent
receipt of cash to the Fund, the Fund may be required to dispose of other
securities to be able to make distributions to its investors. See the
discussion of distribution requirements above. The extent to which the
Fund may liquidate securities at a gain may be limited by the 30%
limitation discussed above.
Upon the sale or exchange of its shares, a shareholder will realize a
taxable gain or loss depending upon the amount realized and the
shareholder's basis in the shares. Such gain or loss will be treated as a
capital gain or loss if the shares are capital assets in the shareholder's
hands, and will be long-term if the shareholder's holding period for the
shares is more than 12 months and otherwise will be short-term. Any loss
realized on a sale or exchange will be disallowed to the extent that the
shares disposed of are replaced (including replacement through the
reinvesting of dividends and capital gains distributions in the Fund)
within a period of 61 days beginning 30 days before and ending 30 days
after the disposition of the shares. In such a case, the basis of the
shares acquired will be adjusted to reflect the disallowed loss. Any loss
realized by a shareholder on the sale of Fund shares held by the
shareholder for six months or less will be treated for federal income tax
purposes as a long-term capital loss to the extent of any distributions of
long-term capital gains received by the shareholder with respect to such
shares.
An amount received by a shareholder from the Fund in exchange for shares
of the Fund (pursuant to a repurchase of shares in a tender offer or
otherwise) generally will be treated as a payment in exchange for the
shares tendered, which may result in taxable gain or loss as described
above. However, if the amount received by a shareholder exceeds the fair
market value of the shares tendered, or if a shareholder does not tender
all of the shares of the Fund owned or deemed to be owned by the
shareholder, all or a portion of the amount received may be treated as a
dividend taxable as ordinary income or as a return of capital. In
addition, if a tender offer is made, shareholders who do not tender their
shares could be deemed, under certain circumstances, to have received a
taxable distribution as a result of their increased proportionate interest
in the Fund.
BACKUP WITHHOLDING
The Fund may be required to withhold federal income tax at a rate of 31%
("backup withholding") from dividends and redemption proceeds paid to
non-corporate shareholders. This tax may be withheld from dividends if (i)
the shareholder fails to furnish the Fund with the shareholder's correct
taxpayer identification number (ii) the IRS notifies the Fund that the
shareholder has failed to report properly certain interest and dividend
income to the IRS and to respond to notices to that effect, or (iii) when
required to do so, the shareholder fails to certify that he or she is not
subject to backup withholding. Redemption proceeds may be subject to
withholding under the circumstances described in (i) above. Backup
withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from payments made to a shareholder may be
credited against such shareholder's federal income tax liability.
PASSIVE FOREIGN INVESTMENT COMPANIES
The Fund intends to make investments which may, for federal income tax
purposes, constitute investments in shares of foreign corporations. If the
Fund purchases shares in certain foreign passive investment entities
described in the Code as passive foreign investment companies ("PFIC"), the
Fund will be subject to U.S. federal income tax on a portion of any "excess
distribution" (the Fund's ratable share of distributions in any year that
exceeds 125% of the average annual distribution received by the Fund in the
three preceding years or the Fund's holding period, if shorter, and any
gain from the disposition of such shares), even if such income is
distributed as a taxable dividend by the Fund to its shareholders.
Additional charges in the nature of interest may be imposed on the Fund in
respect of deferred taxes arising from such "excess distributions." If the
Fund were to invest in a PFIC and elect to treat the PFIC as a "qualified
electing fund" under the Code (and if the PFIC were to comply with certain
reporting requirements), in lieu of the foregoing requirements the Fund
would be required to include in income each year its pro rata share of the
PFIC's ordinary earnings and net realized capital gains, whether or not
such amounts were actually distributed to the Fund. Such amounts would be
subject to the 90% and calendar year distribution requirements described
above.
Legislation pending in the U.S. Congress would unify and, in certain
cases, modify the anti-deferral rules contained in various provisions of
the Code, including the provisions dealing with PFICs, related to the
taxation of U.S. shareholders of foreign corporations. In the case of a
passive foreign company, as defined in the proposed legislation ("PFC"),
having "marketable stock," the proposed legislation would require U.S.
shareholders, such as the Fund, owning less than 25% of a PFC that is not
U.S.-controlled to mark-to-market the PFC stock annually, unless the
shareholders elected to include in income currently their proportionate
shares of the PFC's income and gain. Otherwise, U.S. shareholders would be
treated substantially the same as under current law. Special rules
applicable to mutual funds would classify as "marketable stock" all stock
in PFCs held by the Fund. It is unclear if or when the proposed
legislation will become law and if it is enacted, the form it will take.
Moreover, on April 1, 1992, proposed regulations of the IRS were published
providing a mark-to-market election for regulated investment companies that
would have effects similar to the proposed legislation. These regulations
would be effective for taxable years ending after promulgation of the
regulations as final regulations. The IRS subsequently issued a notice
indicating that final regulations will provide that regulated investment
companies may elect the mark-to-market election for tax years ending after
March 31, 1992 and before April 1, 1993. Whether and to what extent the
notice will apply to taxable years of the Fund is unclear.
FOREIGN TAX CREDITS
The Fund may be subject to certain taxes, including withholding taxes,
imposed by Korea or foreign countries with respect to its income and
capital gains. If the Fund qualifies as a regulated investment company, if
certain distribution requirements are satisfied and if more than 50% of the
value of the Fund's total assets at the close of any taxable year consists
of stock or securities of foreign corporations, which for this purpose may
include obligations of foreign governmental issuers, the Fund may elect,
for U.S. federal income tax purposes, to treat any foreign country's income
or withholding taxes paid by the Fund that can be treated as income taxes
under the U.S. income tax principles, as paid by its shareholders. The
Fund expects to qualify for and make this election. For any year that the
Fund makes such an election, each shareholder will be required to include
in its income an amount equal to its allocable share of such income taxes
paid by the Fund to a foreign country's government and shareholders will be
entitled, subject to certain limitations, to credit their portions of these
amounts against their U.S. federal income tax due, if any, or to deduct
their portions from their U.S. taxable income, if any. No deductions for
foreign taxes paid by the Fund may be claimed, however, by non-corporate
shareholders (including certain foreign shareholders described below) who
do not itemize deductions. Shareholders that are exempt from tax under
Section 501(a) of the Code, such as pension plans, generally will derive no
benefit from the Fund's election. However, such shareholders should not be
disadvantaged either because the amount of additional income they are
deemed to receive equal to their allocable share of such foreign countries'
income taxes paid by the Fund generally will not be subject to U.S. federal
income tax.
The amount of foreign taxes that may be credited against a shareholder's
U.S. federal income tax liability will generally be limited, however, to an
amount equal to the shareholder's U.S. federal income tax rate multiplied
by its foreign source taxable income. For this purpose, the Fund generally
expects that the capital gains it distributes, whether as dividends or
capital gains distributions, will not be treated as foreign source taxable
income. In addition, this limitation must be applied separately to certain
categories of foreign source income, one of which is foreign source
"passive income." For this purpose, foreign source "passive income"
includes dividends, interest, capital gains and certain foreign currency
gains. As a consequence, certain shareholders may not be able to claim a
foreign tax credit for the full amount of their proportionate share of
foreign taxes paid by the Fund. Each shareholder will be notified within
60 days after the close of the Fund's taxable year whether, pursuant to the
election described above, the foreign taxes paid by the Fund will be
treated as paid by its shareholders for that year and, if so, such
notification will designate (i) such shareholder's portion of the foreign
taxes paid to such country and (ii) the portion of the Fund's dividends and
distributions that represents income derived from sources within such
country.
FOREIGN SHAREHOLDERS
U.S. taxation of a shareholder who, as to the United States, is a foreign
investor depends, in part, on whether the shareholder's income from the
Fund is "effectively connected" with a United States trade or business
carried on by the shareholder.
If the foreign investor is not a resident alien and the income from the
Fund is not effectively connected with a United States trade or business
carried on by the foreign investor, distributions of net investment income
and net realized short-term capital gains will be subject to a 30% (or
lower treaty rate) United States withholding tax. Furthermore, such
foreign investors may be subject to an increased United States tax on their
income resulting from the Fund's election (described above) to
"pass-through" amounts of foreign taxes paid by the Fund, but will not be
able to claim a credit or deduction in the United States with respect to
the foreign taxes treated as having been paid by them. Distributions of
net realized long-term capital gains, amounts retained by the Fund which
are designated as undistributed capital gains, and gains realized upon the
sale of shares of the Fund will not be subject to United States tax unless
a foreign investor who is a nonresident alien individual is physically
present in the United States for more than 182 days during the taxable year
and, in the case of a gain realized upon the sale of Fund shares, unless
(i) such gain is attributable to an office or fixed place of business in
the United States or (ii) such nonresident alien individual has a tax home
in the United States and such gain is not attributable to an office or
fixed place of business located outside the United States. However, a
determination by the Fund not to distribute long-term capital gains may
reduce a foreign investor's overall return from an investment in the Fund,
since the Fund will incur a United States federal tax liability with
respect to retained long-term capital gains, thereby reducing the amount of
cash held by the Fund that is available for distribution, and the foreign
investor may not be able to claim a credit or deduction with respect to
such taxes. In the case of a foreign investor who is a nonresident alien
individual, the Fund may be required to withhold U.S. federal income tax at
a rate of 31%, unless the foreign investor files an appropriate form
certifying under penalty of perjury as to his nonresident alien status.
If a foreign investor is a resident alien or if dividends or distributions
from the Fund are effectively connected with a United States trade or
business carried on by the foreign investor, dividends of net investment
income, distributions of net short-term and long-term capital gains,
amounts retained by the Fund that are designated as undistributed capital
gains and any gains realized upon the sale of shares of the Fund will be
subject to United States income tax at the rates applicable to United
States citizens or domestic corporations. If the income from the Fund is
effectively connected with a United States trade or business carried on by
a foreign investor that is a corporation, then such foreign investor also
may be subject to the 30% branch profits tax.
The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
in this section. Shareholders may be required to provide appropriate
documentation to establish their entitlement to the benefits of such a
treaty. Foreign investors are advised to consult their own tax advisers
with respect to (a) whether their income from the Fund is or is not
effectively connected with a United States trade or business carried on by
them (b) whether they may claim the benefits of an applicable tax treaty
and (c) any other tax consequences to them of an investment in the Fund.
OTHER TAXATION
Distributions also may be subject to state, local and foreign taxes
depending on each shareholder's particular position.
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 HIS OWN
TAX ADVISER WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO HIM 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.
Ordinary income and capital gain dividends may also be subject to state
and local taxes.
KOREAN TAXES
[The following discussion of certain Korean tax matters relating to the
Fund and its shareholders is based upon the advice of Shin & Kim, Korean
counsel to the Fund.]
The Fund does not intend to engage in activities that will create a
permanent establishment in Korea within the meaning of the income tax
treaty between the United States and Korea (the "Korean Tax Treaty").
Therefore, the Fund generally will not be subject to any Korean income
taxes other than those Korean withholding taxes described below.
Under current Korean law, when the Korean Tax Treaty applies, (i) payments
to the Fund of interest income by Korean corporations will be subject to a
12% Korean withholding tax plus a resident tax of 7.5% of that tax, for a
total Korean tax of 12.9%, and (ii) dividends received by the Fund from
Korean corporations will generally be subject to a 15% Korean withholding
tax and a resident tax of 7.5% of that tax, for a total Korean tax of
16.125%. The rate of this total tax on dividends will be reduced to 10.75%
if the Fund owns at least 10% of the outstanding voting shares of the
Korean corporation paying the dividend and if certain other conditions are
satisfied. Under the rules of the KSEC currently in effect, each foreign
investor, such as the Fund, generally may not own more than 3% of the total
outstanding equity shares of each class of a listed company. See "Risk
Factors - Investment Restrictions and Foreign Exchange Controls" and "The
Securities Markets of Korea - Regulation of Foreign Investment." Under
current Korean law, when the Korean Tax Treaty applies, capital gains
derived by the Fund upon the sale of stock or other securities of Korean
corporations will be exempt from any Korean withholding tax.
The reduced tax rate and exemption under the provisions of the Korean Tax
Treaty will apply to the dividend, interest and capital gain income derived
by the Fund from Korean corporations unless both (i) the Fund is treated by
the Korean tax authorities as being subject to United States federal income
tax on those types of income in an amount substantially less than the
United States federal income tax generally imposed on corporate profits,
because of special measures under United States federal income tax law with
respect to those types of income, and (ii) at least 25% of the Fund's
outstanding shares are considered owned, directly or indirectly, by one or
more persons who are not individual residents of the United States. In the
opinion of Shin & Kim, Korean counsel to the Fund, the Fund, as a U.S.
investment company whose shares will be listed on a stock exchange and
publicly traded by investors, will not be considered 25% or more owned by
persons who are not individual residents of the United States.
Accordingly, in the opinion of Shin & Kim, the benefits of the Korean Tax
Treaty will be available to the Fund.
Whether or not the Korean Tax Treaty applies, payments of interest on
bonds denominated in a foreign currency issued by Korean entities are
currently exempted from income taxes, including withholding taxes, by
virtue of the Korean Tax Exemption and Reduction Control Law of 1981, as
amended ("TERCL"). As a result of such exemption the resident tax referred
to above is also eliminated. Under the TERCL, the tax exemptions on such
interest payments will expire on December 31, 1996 and it is not certain
whether such exemption will be extended.
The Korean tax treatment described above with respect to the income
derived by the Fund could change in the event of changes in Korean or
United States tax laws, or changes in the terms of or the interpretation by
the Korean tax authorities of the Korean Tax Treaty. If the Korean Tax
Treaty did not apply to the Fund, the total rate of Korean withholding
taxes (including the resident tax) imposed on the dividend and interest
income derived by the Fund from Korean corporations would be 26.875% and
capital gains derived by the Fund from the sale of Korean stock or other
securities would be subject to a Korean withholding tax equal to the lower
of (i) 10.75% of the gross sales proceeds, or (ii) 26.875% of the
difference between the gross sales proceeds and the acquisition cost of the
stock or security sold (excluding any transaction charges, commissions,
fees or taxes paid at the time of acquisition), provided the Fund can
provide satisfactory evidence of the acquisition cost.
Under current Korean law, no Korean inheritance and gift tax will apply to
any testamentary, intestate or inter-vivos transfer of the shares of the
Fund unless the decedent or the donee, as the case may be, is domiciled in
Korea.
A securities transaction tax is payable on the transfer by the Fund of
shares issued by a Korean company at the rate of 0.2% of the sale price of
the shares (except where the shares are traded outside the KSE, in which
case the tax is payable at the rate of 0.5% of the sale price). The
transferor of the shares pays the securities transaction tax. Where shares
are transferred on the KSE, the Korea Securities Depository Company will
withhold the tax; where the shares are transferred off the KSE, the
securities company through which the relevant transfer was made will
withhold the tax. The securities transaction tax is not an income tax and
therefore does not qualify as a foreign tax that can be passed through to
shareholders.
Korean stamp duty will not apply to the sale of Korean securities made on
the KSE or over the counter by the Fund.
NOTICES
Shareholders will be notified annually by the Fund of the dividends,
distributions and deemed distributions made by the Fund to its
shareholders. Furthermore, shareholders will be sent, if appropriate,
various written notices after the close of the Fund's taxable year
regarding certain dividends, distributions and deemed distributions that
were paid (or that were treated as having been paid) by the Fund to its
shareholders during the preceding taxable year.
PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISERS
CONCERNING FOREIGN, FEDERAL, STATE AND LOCAL TAX MATTERS, AND WITH RESPECT
TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN THE FUND.
NET ASSET VALUE
Net asset value will be determined daily by dividing the value of the net
assets of the Fund (the value of its assets less its liabilities including
borrowings, exclusive of capital stock and surplus) by the total number of
shares of Common Stock outstanding. Portfolio securities will be valued by
various methods depending on the primary market or exchange on which they
trade. Most equity securities for which the primary market is the United
States will be valued at the last sale price or, if no sale has occurred,
at the closing bid price. Equity securities for which the primary market
is outside the United States will be valued using the official closing
price or the last sale price in the principal market where they are traded.
If the last sale price (on the local exchange) is unavailable, the last
evaluated quote or last bid price normally will be used. Short-term
securities will be valued either at amortized cost or at original cost plus
accrued interest, both of which approximate current value. Convertible
securities and fixed-income securities will be valued primarily by a
pricing service that uses a vendor security valuation matrix which
incorporates both dealer-supplied valuations and electronic data processing
techniques. This two-fold approach is believed to more accurately reflect
fair value because it takes into account appropriate factors such as
institutional trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics, and other
market data, without exclusive reliance upon quoted, exchange, or
over-the-counter prices. Use of pricing services has been approved by the
Board of Directors.
Securities and other assets for which there is no readily available market
will be valued in good faith by a committee appointed by the Board of
Directors. The procedures set forth above need not be used to determine
the value of the securities owned by the Fund if, in the opinion of a
committee appointed by the Board of Directors, some other method (e.g.,
closing over-the-counter bid prices in the case of debt instruments traded
on an exchange) would more accurately reflect the fair market value of such
securities.
Generally, the valuation of foreign and domestic equity securities, as
well as corporate bonds, U.S. government securities, money market
instruments, and repurchase agreements, will be substantially completed
each day at the close of the NYSE. The values of any such securities held
by the Fund are determined as of such time for the purpose of computing the
Fund's net asset value. Foreign security prices are furnished by
independent brokers or quotation services which express the value of
securities in their local currency. Fidelity Service Company gathers all
exchange rates daily at the close of the NYSE using the last quoted price
on the local currency and then translates the value of foreign securities
from their local currency into U.S. dollars. Any changes in the value of
forward contracts due to exchange rate fluctuations and days to maturity
are included in the calculation of net asset value. If an extraordinary
event that is expected to materially affect the value of a portfolio
security occurs after the close of an exchange on which that security is
traded, then the security will be valued as determined in good faith by a
committee appointed by the Board of Directors.
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
The authorized capital stock of the Fund is 100,000,000 shares of Common
Stock ($.001 par value). The Common Stock, when issued, will be fully paid
and nonassessable. All shares of Common Stock are equal as to dividends,
distributions and voting privileges. There are no conversion, preemptive
or other subscription rights. In the event of liquidation, each share of
Common Stock is entitled to its proportion of the Fund's assets after debts
and expenses. There are no cumulative voting rights for the election of
directors. Prior to the offering, the Investment Manager will own 100% of
the outstanding shares of Common Stock of the Fund and, consequently, will
be a controlling person of the Fund until the shares offered hereby are
issued and sold.
The Fund's Board of Directors has the authority to classify and reclassify
any authorized but unissued shares of capital stock and to establish the
rights and preferences of such unclassified shares. The Fund has no
present intention of offering additional shares of its Common Stock. Other
offerings of its Common Stock, if made, will require approval of the Fund's
Board of Directors. Any additional offering will be subject to the
requirements of the 1940 Act that shares of Common Stock may not be sold at
a price below the then current net asset value (exclusive of underwriting
discounts and commissions) except in connection with an offering to
existing shareholders or with the consent of a majority of the Fund's
outstanding Common Stock.
SPECIAL VOTING PROVISIONS
The Fund presently has provisions in its Articles of Incorporation and
By-Laws which may have the effect of limiting the ability of other entities
or persons to acquire control of the Fund, to cause it to engage in certain
transactions, or to modify its structure.
Under these provisions, a director may be removed from office only for
cause by vote of at least 75% of the shares of capital stock entitled to be
voted on the matter. Also conversion of the Fund from a closed-end to an
open-end investment company requires approval of 75% of the entire Board of
Directors and the affirmative vote of holders of at least 75% of the Common
Stock outstanding unless it is approved by a vote of 75% of the Continuing
Directors (as defined below), in which event such conversion requires the
approval of the holders of a majority of the outstanding Common Stock. A
"Continuing Director" is any member of the Board of Directors of the Fund
who is not a person or affiliate of a person who enters or proposes to
enter into a Business Combination (as defined below) with the Fund (an
"Interested Party") and who has been a member of the Board of Directors for
a period of at least 12 months, or has been a member of the Board of
Directors since , or is a successor of a Continuing
Director who is unaffiliated with an Interested Party and is recommended to
succeed a Continuing Director by a majority of the Continuing Directors
then on the Board of Directors of the Fund.
In addition, at the Fund's first annual stockholders meeting, the Board of
Directors will be classified into three classes, each with a term of three
years with only one class of directors standing for election in any year.
Commencing on the date of the annual meeting of stockholders in the year
[2000], the Board of Directors will no longer be divided into classes and
each director will stand for election at such meeting and at each annual
meeting of stockholders held thereafter. Such classification may prevent
replacement of a majority of the directors for up to a two-year period
while the classification is in effect.
Additionally, the affirmative vote of 75% of the entire Board of Directors
and the holders of at least (i) 75% of the Common Stock and (ii) in the
case of a Business Combination (as defined below), 66% of the Common Stock
other than Common Stock held by an Interested Party who is (or whose
affiliate is) a party to a Business Combination (as defined below) or an
affiliate or associate of the Interested Party, are required to authorize
any of the following transactions:
(i) merger, consolidation or statutory share exchange of the Fund with or
into any other person;
(ii) issuance or transfer by the Fund (in one or a series of transactions
in any 12 month period) of any securities of the Fund to any person or
entity for cash, securities or other property (or combination thereof)
having an aggregate fair market value of $1,000,000 or more, excluding
issuances or transfers of debt securities of the Fund, sales of securities
of the Fund in connection with a public offering, issuances of securities
of the Fund pursuant to a dividend reinvestment plan adopted by the Fund
and issuances of securities of the Fund upon the exercise of any stock
subscription rights distributed by the Fund and portfolio transactions
effected by the Fund in the ordinary course of its business;
(iii) sale, lease, exchange, mortgage, pledge, transfer or other
disposition by the Fund (in one or a series of transactions in any 12 month
period) to or with any person or entity of any assets of the Fund having an
aggregate fair market value of $1,000,000 or more except for portfolio
transactions (including pledges of portfolio securities in connection with
borrowings) effected by the Fund in the ordinary course of its business
(transactions within clauses (i), (ii) and (iii) above being known
individually as a "Business Combination");
(iv) the voluntary liquidation or dissolution of the Fund, or an amendment
to the Fund's Articles of Incorporation, to terminate the Fund's existence;
or
(v) unless the 1940 Act or federal law requires a lesser vote, any
stockholder proposal as to specific investment decisions made or to be made
with respect to the Fund's assets as to which stockholder approval is
required under federal or Maryland law.
However, the stockholder vote described above will not be required with
respect to the foregoing transactions (other than those set forth in (v)
above) if they are approved by a vote of 75% of the Continuing Directors.
In that case, if Maryland law requires stockholder approval, the
affirmative vote of a majority of the votes entitled to be cast thereon
shall be required.
Reference is made to the Articles of Incorporation and By-Laws of the
Fund, on file with the Commission, for the full text of these provisions.
See "Further Information."
ANNUAL TENDER OFFERS AND SHARE REPURCHASES
In recognition of the possibility that the Fund's Shares might trade at a
discount to net asset value, the Board of Directors of the Fund has
determined that it would be in the best interests of the shareholders of
the Fund to take action to attempt to reduce or eliminate a market value
discount from net asset value. To that end, the Board of Directors of the
Fund has determined that annual tender offers for shares of its Common
Stock may help reduce any market discount that may develop. In this
connection, during the first calendar quarter of each calendar year
commencing in [1997], the Board of Directors of the Fund 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 will 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 Fund's Common Stock. In the
event that the average of the closing prices of the Common Stock of the
Fund for the last trading day in each week during such 12-week period, on
the principal securities exchange where 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 Fund 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 Fund will be conducted during such first
calendar quarter, subject to certain conditions described below. In
addition, the Board of Directors may consider from time to time open market
repurchases of the Fund's Common Stock or converting the Fund into an
open-end investment company.
Subject to the Fund's investment restrictions with respect to borrowings,
the Fund may incur debt to finance tender offers and/or repurchases. See
"Investment Restrictions." Interest on any such borrowings will reduce the
Fund's net investment income, and any such borrowings are subject to
special considerations.
No assurance can be given that annual tender offers or repurchases of
shares of its Common Stock will reduce or eliminate any market discount
from net asset value of the Fund's Common Stock. The Fund anticipates that
the market price of its Common Stock will from time to time vary from net
asset value. The market price of the Fund's Common Stock will, among other
things, be determined by the relative demand for and supply of shares of
its Common Stock in the market, the Fund's investment performance, the
Fund's dividends and yield and investor perception of the Fund's overall
attractiveness as an investment as compared with other investment
alternatives. Nevertheless, the fact that the Fund's Common Stock may be
subject to tender offers at net asset value from time to time may reduce
the spread between market price and net asset value that might otherwise
exist. In the opinion of the Investment Manager, sellers may be less
inclined to accept a significant discount if they have a reasonable
expectation of being able to recover net asset value in conjunction with an
annual tender offer.
Although the Board of Directors believes that tender offers and
repurchases of shares of Common Stock generally would have a favorable
effect on the market price of the Fund's Common Stock, the repurchase of
shares of Common Stock by the Fund will decrease the total assets of the
Fund and, therefore, have the effect of increasing the Fund's expense
ratio. Because of the nature of the Fund's investment objective and
policies and the Fund's portfolio, the Investment Manager does not
anticipate that tender offers and repurchases should have a materially
adverse effect on the Fund's investment performance and does not anticipate
any material difficulty in disposing of sufficient portfolio securities in
order to consummate tender offers and repurchases.
Although the Board of Directors has committed to annual tender offers
under the circumstances set forth above, it is the Board of Directors'
announced policy, which may be changed by the Board of Directors, that the
Fund cannot accept tenders or effect repurchases if (1) such transactions,
if consummated, would (a) result in the 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 publicly held shares of
Common Stock falls below 600,000 or the number of round-lot 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 Shares were repurchased; 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 Board of Directors may modify these conditions in light
of experience.
Any tender offer made by the Fund for its shares of Common Stock will be
at a price equal to the net asset value of the Common Stock on a date
subsequent to the Fund's receipt of all tenders. During the pendency of
any tender offer by the Fund, the Fund will calculate daily the net asset
value of the Common Stock and will establish procedures which will be
specified in the tender offer documents, to enable shareholders to
ascertain readily such net asset value. Each offer will be made and
shareholders notified in accordance with the requirements of the Securities
Exchange Act of 1934 and the 1940 Act, either by publication or mailing or
both. Each offering document will contain such information as is
prescribed by such laws and the rules and regulations promulgated
thereunder, including information for shareholders to consider in deciding
whether to tender shares of Common Stock and detailed instructions on how
to tender such shares of Common Stock. When a tender offer is authorized
to be made by the Fund's Board of Directors, a shareholder wishing to
accept the offer will be required to tender all (but not less than all) of
the shares of Common Stock owned by such shareholder (or attributed to him
for U.S. federal income tax purposes under Section 318 of the Code) unless
the Fund has received a ruling from the Internal Revenue Service, or an
opinion satisfactory to it, that a tender of less than all of a
shareholder's shares of Common Stock will not cause certain adverse tax
consequences with respect to non-tendering shareholders. There can be no
assurance that the Fund will receive such a ruling or opinion.
A shareholder who sells all of his shares of Common Stock (including
shares attributed to him for U.S. Federal income tax purposes under Section
318 of the Code) pursuant to a tender offer or open-market repurchase by
the Fund will realize a taxable gain or loss, treated as described in
"Taxation - U.S. Federal Income Taxes." A shareholder who sells less than
all of his shares of Common Stock (including shares so attributed) may be
treated as receiving a dividend from the Fund in the amount of some or all
of the proceeds of sale; in that event, the amount of proceeds not treated
as a dividend would be a return of capital, reducing the shareholder's
basis in his shares of Common Stock (including the shares sold pursuant to
the tender offer or repurchase) and a gain (treated as a capital gain for a
shareholder owning the shares as a capital asset) to the extent of any
amount in excess of such basis. Also, in the case of open-market
repurchases, it is possible that shareholders who do not have their shares
of Common Stock repurchased would be treated as having received a dividend
distribution as a result of their proportionate increase in the ownership
of the Fund.
The Fund will not specify a record date for the tender offer which will
not permit a shareholder of record on the effective date of the tender
offer to tender its shares of Common Stock. The Fund will purchase all
shares of Common Stock tendered in accordance with the terms of the offer
unless it determines to accept none of them (based upon one of the
conditions set forth above), or unless more shares are tendered than the
Fund is required to purchase, in which case the Fund will purchase the
shares tendered on a pro rata basis. Each person tendering shares of
Common Stock will pay to the Fund a reasonable service charge, currently
anticipated to be $25.00, but subject to change, to help defray certain
costs, including the processing of tender forms, effecting payment, postage
and handling. It is the position of the staff of the Commission that such
service charge may not be deducted from the proceeds of the purchase. The
Fund's transfer agent will receive the fee as an offset to these costs.
The Fund expects that the cost to the Fund of effecting a tender offer will
exceed the aggregate of all service charges received from those who tender
their shares of Common Stock. Such excess costs associated with the tender
will be charged against capital. Tendered shares of Common Stock that have
been accepted and purchased by the Fund will be recorded and reported as an
offset to shareholders' equity and accordingly will reduce the Fund's total
assets.
In order to finance share repurchases, the Fund currently anticipates that
it will liquidate a portion of its investments. Although the Fund has no
current intention to incur debt in order to finance share repurchases, it
is permitted to borrow to finance such repurchases. If the Fund does
borrow to finance share repurchases, this would have the effect of
leveraging on the Fund.
If the Fund must liquidate portfolio securities in order to purchase
shares of Common Stock tendered, the Fund may realize gains and losses.
Such gains may be realized on securities held for less than three months.
Because the Fund, as a regulated investment company under the Code, may not
derive 30% or more of its gross income from the sale or disposition of
stocks and securities held less than three months, such gains would reduce
the ability of the Fund to sell other securities held for less than three
months that the Fund may wish to sell in the ordinary course of its
portfolio management, which may adversely affect the Fund's yield. See
"Taxation - U.S. Federal Income Taxes." The portfolio turnover rate of the
Fund may or may not be affected by the Fund's repurchases of Shares
pursuant to a tender offer.
CUSTODIAN, TRANSFER AGENT, DIVIDEND PAYING AGENT AND REGISTRAR
The Chase Manhattan Bank, N.A. [address] will act as custodian for the
Fund's assets. Chase or the Fund will designate foreign sub-custodians
approved by the Fund's Board of Directors in accordance with the
regulations of the SEC. State Street Bank and Trust Company will act as
the transfer agent, dividend paying agent and registrar for the Fund's
Common Stock.
UNDERWRITING
Subject to the terms and conditions contained in the Underwriting
Agreement (the "Underwriting Agreement"), the Fund has agreed to sell to
each of the U.S. Underwriters named below (the "U.S. Underwriters"), and
each of the U.S. Underwriters, for whom Baring Securities, Inc. and
Donaldson, Lufkin & Jenrette Securities Corporation are acting as the
representatives (the "U.S. Representatives") have severally agreed to
purchase the respective number of shares of Common Stock set forth opposite
its name below:
NUMBER OF
U.S. UNDERWRITERS SHARES
Baring Securities Inc.
Donaldson, Lufkin & Jenrette Securities Corporation
Total
Subject to the terms and conditions set forth in the International
Underwriting Agreement (the "International Underwriting Agreement"), and
concurrently with the sale of Shares of Common Stock to the U.S.
Underwriters, the Fund has agreed to sell to each of the International
Underwriters named below (the "International Underwriters" and together
with the U.S. Underwriters, the "Underwriters"), for whom Baring Brothers &
Co., Limited and Donaldson, Lufkin & Jenrette Securities Corporation are
acting as representatives (the "International Representatives" and together
with the U.S. Representatives, the "Representatives"), have severally
agreed to purchase the respective numbers of shares of Common Stock set
forth opposite its name below:
NUMBER OF
INTERNATIONAL UNDERWRITERS SHARES
Baring Brothers & Co., Limited
Donaldson, Lufkin & Jenrette Securities Corporation
Total
The U.S. Underwriting Agreement and the International Underwriting
Agreement (collectively, the "Underwriting Agreements") provide that if any
of the foregoing shares are purchased by the U.S. Underwriters pursuant to
the U.S. Underwriting Agreement or by the International Underwriters
pursuant to the International Underwriting Agreement, all the shares of
Common Stock agreed to be purchased by the U.S. Underwriters or the
International Underwriters, as the case may be, pursuant to their
respective Underwriting Agreements must be so purchased, and that the
obligations of the U.S. Underwriters or the International Underwriters
thereunder are subject to approval of certain legal matters by counsel and
to various other conditions. The offering price, underwriting discounts
and commissions for the U.S. Offering and the International Offering are
identical. The closing of each Offering is a condition to the closing of
each other Offering.
The Representatives have advised the Fund that they propose to offer the
shares of Common Stock directly to the public at the public offering price
set forth on the cover page of this Prospectus except that the price will
be reduced to $ for purchases in single transactions (as defined
below) of between and shares, inclusive, to $ for purchases
in single transactions of between and shares, inclusive, and to
$ for purchases in single transactions of or more shares of
Common Stock, subject to the following. Purchasers who agree to purchase
shares of Common Stock at the reduced price will be restricted from
selling, assigning or otherwise transferring or contracting to sell, assign
or otherwise transfer those shares for a period of 90 days after the
closing of the offering. There is no restriction on the number of shares
that may be purchased subject to the transfer restriction, except that the
Fund will comply, with respect to non-restricted shares, with the
distribution requirements of the NYSE. The certificates evidencing shares
of Common Stock purchased at the reduced price will contain a legend
stating the transfer restriction. Investors must pay for any shares of
Common Stock purchased in the initial public offering on or before
. The sales loads of $. ,$. ,$. and $. are
equal to %, %, % and %, respectively, of the initial
public offering price.
The Representatives have also advised the Fund that they propose to offer
shares of Common Stock to certain dealers (who may include Underwriters) at
the initial offering price per share set forth above less a concession not
to exceed $ per share ($ per share for purchases in single
transactions (as defined below) of or more shares of Common Stock).
Such dealers may reallow a concession not to exceed $ per share of
Common Stock to other dealers. After the initial public offering, the
public offering price, the concession to selected dealers and the
reallowance to other dealers may be changed by the Representatives.
The term "single transaction," as used in this Prospectus, refers to a
single purchase by an individual or to concurrent purchases, which in the
aggregate are at least equal to the prescribed amounts, by an individual,
his parents, spouse, siblings and children purchasing shares for his or
their own account and to single transactions by a trustee, money manager,
or other fiduciary purchasing shares for one or more trust estates, one or
more fiduciary accounts and/or his own account. The term "single
transaction" also includes purchases by any "company," as that term is
defined in the 1940 Act, its directors, senior executive officers and
controlling shareholders; provided, however, that it does not include
purchases by any such company which has not been in existence for at least
six months or which has no purpose other than the purchase of shares of the
Fund or shares of other registered investment companies at a discount; and
provided further, that it does not include purchases by any group of
individuals whose sole organizational nexus is that the participants
therein are credit cardholders of a company, policyholders of an insurance
company or noninvestment advisory customers of a bank.
[The Investment Manager has agreed to pay the Representatives a fee for
acting as lead managing underwriters in an amount equal to .30% of the
value of the shares of Common Stock sold by such firms.] [Under certain
circumstances, the Underwriters may reimburse the Fund for certain expenses
incurred in the printing and distribution of advertising and sales
materials used in connection with the Offering.]
The Fund has granted the U.S. Underwriters options, exercisable by the
U.S. Representatives, to purchase up to an aggregate of
additional shares of Common Stock at the initial public offering price,
less the underwriting discounts and commissions set forth on the cover page
hereof. Such options, which expire 45 days after the date of this
Prospectus, may be exercised one or more times solely to cover
over-allotments. To the extent that the U.S. Representatives exercise such
options, each of the U.S. Underwriters will be obligated, subject to
certain conditions, to purchase approximately the same percentage of the
option shares that the number of shares of Common Stock to be purchased
initially by that U.S. Underwriter bears to the total number of shares to
be purchased initially by the U.S. Underwriters.
The U.S. Underwriters and the International Underwriters have entered into
an Agreement Between U.S. Underwriters and International Underwriters.
Pursuant to this Agreement, each U.S. Underwriter has agreed that, as part
of the distribution of the _______ shares (plus any of the _____ shares to
cover over-allotments) of Common Stock offered in the U.S. Offering, (a) it
is not purchasing any of such shares for the account of anyone other than a
U.S. or Canadian Person and (b) it has not offered or sold, and will not
offer, sell, resell or deliver, directly or indirectly, any of such shares
or distribute any prospectus relating to the U.S. Offering to any person
other than a U.S. or Canadian Person; and each International Underwriter
has agreed that, as part of the distribution of the _____ shares of Common
Stock offered in the International Offering, (a) it is not purchasing any
of such shares for the account of any U.S. or Canadian Person and (b) it
has not offered or sold, and will not offer, sell, resell or deliver,
directly or indirectly, any of such shares or distribute any prospectus
relating to the International Offering to any U.S. or Canadian Person. The
foregoing limitations do not apply to stabilization transactions or to
certain other transactions specified in the Underwriting Agreements and the
Agreement Between U.S. Underwriters and International Underwriters,
including (i) certain purchases and sales between the U.S. Underwriters and
the International Underwriters, (ii) certain offers, sales, resales,
deliveries or distributions to or through investment advisors or other
persons exercising investment discretion, (iii) purchases, offers or sales
by a U.S. Underwriter who is also acting as an International Underwriter,
or by an International Underwriter who is also acting as a U.S. Underwriter
and (iv) other transactions specifically approved by the U.S. Underwriters
and the International Underwriters. As used herein, "U.S. or Canadian
Person" means any individual who is resident in the United States or
Canada, or any corporation, pension, profit-sharing or other trust or other
entity organized under or governed by the laws of the Untied States or
Canada or of any political subdivision thereof (other than a foreign branch
of any U.S. or Canadian Person), and includes any U.S. or Canadian branch
of a person other than a U.S. or Canadian Person. "United States" means
the Untied States of America (including the District of Columbia) and its
territories, its possessions and all areas subject to its jurisdiction.
Pursuant to the Agreement Between U.S. Underwriters and International
Underwriters, sales may be made between the U.S. Underwriters and the
International Underwriters of such number of shares as may be mutually
agreed. The price of any Shares so sold shall be the public offering price
as then in effect for the Shares of Common Stock being sold by the U.S.
Underwriters and the International Underwriters, less an amount not greater
than the selling concession allocable to such Shares. To the extent that
there are sales between the U.S. Underwriters and the International
Underwriters pursuant to the Agreement Between U.S. Underwriters and
International Underwriters, the number of Shares initially available for
sale by the U.S. Underwriters or by the International Underwriters may be
more or less than the amount specified on the cover page of this
Prospectus.
Each U.S. Underwriter and International Underwriter has represented and
agreed that (i) it has not offered or sold, and will not offer or sell, in
the United Kingdom, by means of any document, any Shares other than to
persons whose ordinary business it is to buy or sell shares or
debentures,whether as principal or agent (except under circumstances which
do not constitute an offer to the public within the meaning of the
Companies Act 1985 of Great Britain); (ii) it has complied and will comply
with all applicable provisions of the Financial Services Act 1986 with
respect to anything done by it in relation to the Shares in, from or
otherwise involving the Untied Kingdom, and (iii) it has only issued or
passed on, and will only issue or pass on to any person in the Untied
Kingdom, any document received by it in connection with the issue of the
Common Stock if that person is of a kind described in Article 9(3) of the
Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1988.
Purchasers of the Shares offered hereby may be required to pay stamp taxes
and other charges in accordance with the laws and practices of the country
of purchase in addition to the offering price set forth on the cover page
hereof.
Prior to the offering, there has been no public market for the Fund's
Common Stock. There can be no assurance that an active trading market will
develop for the Common Stock or that the Common Stock will trade in the
public market subsequent to the offering at or above the initial public
offering price.
In each of the Underwriting Agreements, the Investment Manager, the
Investment Adviser and the Sub-Adviser have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, and to contribute to payments that the Underwriters may be
required to make in respect thereof.
The Fund intends to apply to list the Fund's Common Stock on the New York
Stock Exchange. In order to satisfy one of the requirements for listing of
the Common Stock on the NYSE, the U.S. Underwriters have undertaken to
distribute the shares of Common Stock in a manner which complies with NYSE
distribution criteria (including to sell lots of 100 or more non-restricted
shares of Common Stock to a minimum of 2,000 beneficial holders in the
United States).
The Fund anticipates that certain of the Underwriters may, from time to
time act as brokers or dealers in connection with the execution of
portfolio transactions after they have ceased to be Underwriters and,
subject to certain restrictions, may from time to time act as brokers or
dealers while they are Underwriters.
EXPERTS
The financial statement of the Fund included in this Prospectus has been
so included in reliance on the report of Price Waterhouse, 160 Federal
Street, Boston, Massachusetts 02110, the Fund's independent accountants,
given on the authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
The validity of the shares offered hereby will be passed on for the Fund
by Rogers & Wells, New York, New York and certain legal matters will be
passed upon for the Underwriters by Simpson Thacher & Bartlett (a
partnership which includes professional corporations). Counsel for the
Fund and the Underwriters will rely, as to matters of Maryland law, on
Piper & Marbury, Baltimore, Maryland. With respect to all matters of
Korean law, counsel for the Fund and counsel for the Underwriters will rely
on Shin & Kim, Seoul, Korea.
FURTHER INFORMATION
Further information concerning these securities and their issuer may be
found in the Registration Statement of which this Prospectus constitutes a
part on file with the Commission.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholder and Board of Directors of
Fidelity Advisor Korea Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities
presents fairly, in all material respects, the financial position of
Fidelity Advisor Korea Fund, Inc. (the "Fund") at in conformity
with generally accepted accounting principles. This financial statement is
the responsibility of the Fund's management; our responsibility is to
express an opinion on this financial statement based on our audit. We
conducted our audit of this financial statement in accordance with
generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statement, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.
Price Waterhouse
Boston, Massachusetts
, 1994
FIDELITY ADVISOR KOREA FUND, INC. (NOTE 1)
STATEMENT OF ASSETS AND LIABILITIES
, 1994
<TABLE>
<CAPTION>
<S> <C>
Assets:
Cash $
Deferred organization expenses (Note 2)
Total Assets $
Liabilities:
Accrued organization expenses (Note 2) $
Commitments (Notes 2 and 3)
Net Assets (7,093 shares of $.001 par value shares of common stock $
issued and outstanding; 100,000,000 shares authorized)
Net asset value per share $
</TABLE>
NOTES TO FINANCIAL STATEMENT
NOTE 1
Fidelity Advisor Korea Fund, Inc. (the "Fund") was incorporated as a
Maryland corporation on May 25, 1994 and has had no operations to date
other than matters relating to its organization and registration as a
non-diversified, closed-end management investment company under the
Investment Company Act of 1940, as amended, and the sale and issuance to
Fidelity Management & Research Company (the "Investment Manager") of
shares of its common stock for an aggregate purchase price of $ .
The books and records of the Fund will be maintained in U.S. dollars.
NOTE 2
Organization expenses relating to the Fund incurred and to be incurred by
the Investment Manager will be reimbursed by the Fund. Such expenses,
estimated at $ , will be deferred and amortized on a straight-line
basis for a five-year period beginning at the commencement of operations of
the Fund. Offering costs, estimated at $ , will be paid from the
proceeds of the offering and charged to capital at the time of the issuance
of such shares.
NOTE 3
The Fund will enter into a management agreement with the Investment
Manager, pursuant to which the Investment Manager will, among other things,
supervise the Fund's investment program and monitor the performance of the
Fund's service providers.
The Investment Manager will enter into an investment advisory agreement
with Fidelity International Investment Advisors (the "Investment Adviser"),
an affiliate of the Investment Manager, pursuant to which the Investment
Adviser is responsible for the management of the Fund's portfolio in
accordance with the Fund's investment policies and for making decisions to
buy, sell, or hold particular securities.
Pursuant to a Sub-Advisory Agreement, the Investment Adviser has delegated
its responsibilities for the day-to-day management of the Fund to Fidelity
Investments Japan Limited (the "Sub-Adviser"), which will manage the Fund's
portfolio through its Tokyo office.
Fidelity Service Co., a division of FMR Corp., the parent company of the
Investment Manager, will serve as the Fund's administrator pursuant to the
terms of an Administration Agreement. The Fund will pay Fidelity Service
Co. a monthly fee at an annual rate of .20% of the Fund's average daily net
assets for its services.
The Fund will pay the Investment Manager a monthly fee for its management
services at an annual rate of 1.00% of the Fund's average daily net assets.
The Investment Manager will pay the Investment Adviser a monthly fee for
its advisory services equal to 60% of the fees paid by the Fund to the
Investment Manager. The Investment Adviser will pay the Sub-Adviser a fee
equal to 50% of the fee paid to the Investment Adviser with respect to
assets managed by the Sub-Adviser on a discretionary basis and 30% of the
fee paid to the Investment Adviser with respect to assets managed by the
Sub-Adviser on a non-discretionary basis.
Certain officers and/or directors of the Fund are officers and/or
directors of the Investment Manager, the Investment Adviser, or the
Sub-Adviser.
APPENDIX A
GENERAL CHARACTERISTICS AND RISKS OF DERIVATIVES
THE FOLLOWING INVESTMENT PRACTICES IN WHICH THE FUND IS AUTHORIZED TO
ENGAGE ARE GENERALLY NOT CURRENTLY PERMITTED UNDER KOREAN LAWS OR
REGULATIONS.
A detailed discussion of Derivatives (as defined below) that may be used
by the Investment Adviser or the Sub-Adviser on behalf of the Fund follows
below. The Fund will not be obligated, however, to use any Derivatives and
makes no representation as to the availability of these techniques at this
time or at any time in the future. "Derivatives," as used in this Appendix
A, refers to interest rate, currency or stock index futures contracts,
currency forward contracts and currency swaps, the purchase and sale (or
writing) of exchange listed and over-the-counter ("OTC") put and call
options on debt and equity securities, currencies, interest rate, currency
or stock index futures and fixed income and stock indices and other
financial instruments, entering into various interest rate transactions
such as swaps, caps, floors, collars, entering into equity swaps, caps,
floors or trading in other types of derivatives.
The Fund's ability to pursue certain of these strategies may be limited by
the U.S. Commodity Exchange Act, as amended, applicable regulations of the
Commodity Futures Trading Commission ("CFTC") thereunder and the federal
income tax requirements applicable to regulated investment companies which
are not operated as commodity pools.
PUT AND CALL OPTIONS ON SECURITIES AND INDICES
The Fund may purchase and sell put and call options on debt and equity
securities and indices based upon the prices of debt or equity securities
or other market or economic factors that may affect securities of Korean
Issuers, such as commodity price levels or rates of inflation. A put
option on a security gives the purchaser of the option the right to sell
and the writer the obligation to buy the underlying security at the
exercise price during the option period. The Fund may also purchase and
sell options on indices based upon the prices of debt or equity securities
("index options"). Index options are similar to options on securities
except that, rather than taking or making delivery of securities underlying
the option at a specified price upon exercise, an index option gives the
holder the right to receive cash upon exercise of the option if the level
of the index upon which the option is based is greater, in the case of a
call, or less in the case of a put, than the exercise price of the option.
The purchase of a put option on a security would be designed to protect
against a substantial decline in the market value of a security held by the
Fund. A call option on a security gives the purchaser of the option the
right to buy and the writer the obligation to sell the underlying security
at the exercise price during the option period. The purchase of a call
option on a security would be intended to protect the Fund against an
increase in the price of a security that it intended to purchase in the
future. In the case of either put or call options that it has purchased,
if the option expires without being sold or exercised, the Fund will
experience a loss in the amount of the option premium plus any related
commissions. When the Fund sells put and call options, it receives a
premium as the seller of the option. The premium that the Fund receives
for writing the option will serve as a partial hedge, in the amount of the
option premium, against changes in value of the securities in its
portfolio. During the term of the option, however, a covered call seller
has, in return for the premium on the option, given up the opportunity for
capital appreciation above the exercise price of the option if the value of
the underlying security increases, but has retained the risk of loss should
the price of the underlying security decline. Conversely, a secured put
seller retains the risk of loss should the market value of the underlying
security decline below the exercise price of the option, less the premium
received on the sale of the option. The Fund is authorized to purchase and
sell exchange listed options and over-the-counter options ("OTC Options")
which are privately negotiated with the counterparty to such contract.
Listed options are issued by the Options Clearing Corporation ("OCC"),
which guarantees the performance of the obligations of the parties to such
options.
All such call options sold (written) by the Fund will be "covered" as long
as the call is outstanding (i.e., the Fund will own the instrument subject
to the call or other securities or assets acceptable under applicable
segregation and coverage rules). All such put options sold (written) by
the Fund will be secured by segregated assets consisting of cash or liquid
high grade debt securities having a value not less than the exercise price.
The Fund's ability to close out its position as a purchaser or seller of
an exchange listed put or call option is dependent upon the existence of a
liquid secondary market. Among the possible reasons for the absence of a
liquid secondary market on an exchange are: (i) insufficient trading
interest in certain options; (ii) restrictions on transactions imposed by
an exchange; (iii) trading halts, suspensions or other restrictions imposed
with respect to particular classes or series of options or underlying
securities; (iv) interruption of the normal operations on an exchange; (v)
inadequacy of the facilities of an exchange or the OCC to handle current
trading volume; or (vi) a decision by one or more exchanges to discontinue
the trading of options (or a particular class or series of options), in
which event the secondary market on that exchange (or in that class or
series of options) would cease to exist, although outstanding options on
that exchange that had been listed by the OCC as a result of trades on that
exchange would generally continue to be exercisable in accordance with
their terms. OTC Options are purchased from or sold to dealers, financial
institutions or other counterparties which have entered into direct
agreements with the Fund. With OTC Options, such variables as expiration
date, exercise price and premium will be agreed upon between the Fund and
the counterparty, without the intermediation of a third party such as the
OCC. If the counterparty fails to make or take delivery of the securities
underlying an option it has written, or otherwise settle the transaction in
accordance with the terms of that option as written, the Fund would lose
the premium paid for the option as well as any anticipated benefit of the
transaction. The Fund must rely on the credit quality of the counterparty
rather than the guarantee of the OCC. OTC Options with foreign brokers in
Korea subject the Fund to the credit of such brokers which may be weak,
making such options speculative.
The hours of trading for options on securities may not conform to the
hours during which the underlying securities are traded. To the extent
that the option markets close before the markets for the underlying
securities, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the option markets.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
CHARACTERISTICS. The Fund may purchase and sell futures contracts on
interest rates and indices of debt and equity securities or other financial
indicators and purchase and sell (write) put and call options on such
futures contracts traded on recognized domestic exchanges as a hedge
against anticipated interest rate changes or movements in equity markets.
The sale of a futures contract creates an obligation by the Fund, as
seller, to deliver the specific type of financial instrument called for in
the contract at a specified future time for a specified price. Options on
futures contracts are similar to options on securities except that an
option on a futures contract gives the purchaser the right in return for
the premium paid to assume a position in a futures contract (a long
position if the option is a call and a short position if the option is a
put).
MARGIN REQUIREMENTS. At the time a futures contract is purchased or sold,
the Fund must allocate cash or securities as a deposit payment ("initial
margin"). It is expected that the initial margin that the Fund will pay
may range from approximately 1% to approximately 5% of the value of the
instruments underlying the contract. In certain circumstances, however,
such as during periods of high volatility, the Fund may be required by an
exchange to increase the level of its initial margin payment.
Additionally, initial margin requirements may be increased in the future
pursuant to regulatory action. An outstanding futures contract is valued
daily and the payment in cash of "variation margin" may be required, a
process known as "marking to the market." Transactions in listed options
and futures are usually settled by entering into an offsetting transaction,
and are subject to the risk that the position may not be able to be closed
if no offsetting transaction can be arranged.
LIMITATIONS ON USE OF FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS.
The Fund's use of futures contracts and options on futures contracts will
in all cases be consistent with applicable regulatory requirements and in
particular, the rules and regulations of the CFTC.
The Fund may enter into futures contracts or options thereon for purposes
other than bona fide hedging if, immediately thereafter, the sum of the
amount of its initial margin and premiums on open contracts and options
would not exceed 5% of the liquidation value of the Fund's portfolio;
provided, further, that in the case of an option that is in-the-money at
the time of the purchase, the in-the-money amount may be excluded in
calculating the 5% limitation. Also, when required, a segregated account
of cash or cash equivalents will be maintained and marked to market in an
amount equal to the market value of the contract. The Investment Adviser
and the Sub-Adviser may be required to comply with such different standards
as may be established from time to time by CFTC (or Korean regulators)
rules and regulations with respect to the purchase and sale of futures
contracts and options thereon.
CURRENCY TRANSACTIONS
The Fund may deal in forward currency contracts and other currency
transactions such as futures contracts, options, options on futures
contracts and swaps for any purpose consistent with its investment
objective. Currency transactions include currency forward contracts,
exchange listed currency futures contracts, exchange listed and OTC options
on currencies and currency swaps. A forward currency contract involves a
privately negotiated obligation to purchase or sell (with delivery
generally required) a specific currency at a future date, which may be any
fixed number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. A currency swap is an
agreement to exchange cash flows based on the notional difference among two
or more currencies and operates similarly to an interest rate swap, which
is described below. The Fund may enter into currency transactions with
counterparties that are determined to be creditworthy by the Investment
Manager.
The following discussion summarizes some, but not all, of the possible
currency management strategies involving forward contracts, options on
currencies and futures on currencies that could be used by the Fund.
Transaction hedging is entering into a currency transaction with respect to
specific assets or liabilities of the Fund, which will generally arise in
connection with the purchase or sale of the Fund's portfolio securities or
the receipt of income from them. Position hedging is entering into a
currency transaction with respect to portfolio security positions
denominated or generally quoted in that currency.
The Fund may cross-hedge currencies by entering into transactions to
purchase or sell one or more currencies that are expected to decline in
value relative to other currencies to which the Fund has or in which the
fund expects to have portfolio exposure. To reduce the effect of currency
fluctuations on the value of existing or anticipated holdings of portfolio
securities, the Fund may also engage in proxy hedging. Proxy hedging is
often used when the currency to which the Fund's portfolio is exposed is
difficult to hedge or to hedge against the dollar. Proxy hedging entails
entering into a forward contract to sell a currency whose changes in value
are generally considered to be well correlated with a currency or
currencies in which some or all of the Fund's portfolio securities are or
are expected to be denominated, and to buy dollars. Currency transactions
can result in losses to the Fund if the currency being hedged fluctuates in
value to a degree or in a direction that is not anticipated. Further, the
risk exists that the perceived linkage between various currencies may not
be present or may not be present during the particular time that the Fund
is engaging in proxy hedging. If the Fund enters into a currency hedging
transaction, the Fund will comply with the asset segregation requirements
described below. The Fund may enter into forward contracts to shift its
investment exposure from one currency into another currency that is
expected to perform better relative to the U.S. dollar. [For example, if
the Fund held investments denominated in or otherwise exposed to the
Japanese Yen, the Fund could enter into forward contracts to sell Japanese
Yen and purchase Hong Kong Dollars.] This type of strategy, sometimes
known as a "cross-hedge," will tend to reduce or eliminate exposure to the
currency that is sold, and increase exposure to the currency that is
purchased, much as if the Fund had sold a security denominated in one
currency and purchased an equivalent security denominated in another.
Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause the Fund to assume the risk of fluctuations in the
value of the currency it purchases.
Successful use of forward currency contracts will depend on the Investment
Adviser and the Sub-Adviser's skill in analyzing and predicting currency
values. Forward contracts may substantially change the Fund's investment
exposure to changes in currency exchange rates, and could result in losses
to the Fund if currencies do not perform as the Sub-Adviser anticipates.
For example, if a currency's value rose at a time when the Investment
Adviser and the Sub-Adviser had hedged the Fund by selling that currency in
exchange for dollars, the Fund would be unable to participate in the
currency's appreciation. If the Investment Adviser or the Sub-Adviser
hedges currency exposure through proxy hedges, the Fund could realize
currency losses from the hedge and the security position at the same time
if the two currencies do not move in tandem. Similarly, if the Investment
Adviser or the Sub-Adviser increases the Fund's exposure to a foreign
currency, and that currency's value declines, the Fund will realize a loss.
There is no assurance that the Investment Adviser's or the Sub-Adviser's
use of forward currency contracts will be advantageous to the Fund, or that
they will hedge at an appropriate time.
Currency transactions are subject to risks different from those of other
portfolio transactions. Because currency control is of great importance to
the issuing governments and influences economic planning and policy,
purchases and sales of currency and related instruments can be adversely
affected by government exchange controls, limitations or restrictions on
repatriation of currency, and manipulations or exchange restrictions
imposed by governments. These forms of governmental actions can result in
losses to the Fund if it is unable to deliver or receive currency or monies
in settlement of obligations and could also cause hedges it has entered
into to be rendered useless, resulting in full currency exposure as well as
incurring transaction costs. Buyers and sellers of currency futures are
subject to the same risks that apply to the use of futures generally.
Further, settlement of a currency futures contract for the purchase of most
currencies must occur at a bank based in the issuing nation. Trading
options on currency futures is relatively new, and the ability to establish
and close out positions on these options is subject to the maintenance of a
liquid market that may not always be available. Currency exchange rates
may fluctuate based on factors extrinsic to that country's economy.
INTEREST RATE TRANSACTIONS
The Fund may enter into interest rate swaps and may purchase or sell
interest rate caps and floors. The Fund would enter into these
transactions primarily to preserve a return or spread on a particular
investment or portion of its portfolio, to manage the duration of its
portfolio or to protect against any increase in the price of the securities
the Fund anticipates purchasing at a later date or for any other purpose
consistent with its objective.
The Fund may enter into interest rate swaps, caps and floors on either an
asset-based or liability-based basis, depending on whether it is hedging
its assets or liabilities, and will usually enter into interest rate swaps
on a net basis, i.e., the two payments are netted out, with the Fund
receiving or paying, as the case may be, only the net amount of the two
payments on the payment date. If there is a default by the other party to
such a transaction, the Fund will have contractual remedies pursuant to the
agreements related to the transaction. The swap market has grown
substantially in recent years with a large number of banks and investment
banking firms acting both as principals and as agents utilizing
standardized swap documentation. Caps and floors are more recent
innovations for which standardized documentation has not yet been developed
and, accordingly, they are less liquid than swaps.
EQUITY SWAPS AND RELATED TRANSACTIONS
The Fund may enter into equity swaps and may purchase or sell equity caps
and floors. The Fund would enter into these transactions primarily to
preserve a return or spread on a particular investment or portion of its
portfolio, or to protect against any increase in the price of the
securities the Fund anticipates purchasing at a later date or for any other
purpose consistent with its objective.
The Fund may enter into equity swaps, caps and floors on either an
asset-based or liability-based basis, depending on whether it is hedging
its assets or liabilities, and will usually enter in equity swaps on a net
basis, i.e., the two payment streams are netted out, with the Fund
receiving or paying, as the case may be, only the net amount of the two
payments on the payment date. If there is a default by the other party to
such a transaction, the Fund will have contractual remedies pursuant to the
agreements related to the transaction. The swap market has grown
substantially in recent years with a large number of banks and investment
banking firms acting both as principals and as agents utilizing
standardized swap documentation. Caps and floors are more recent
innovations for which standardized documentation has not yet been developed
and, accordingly, they are less liquid than swaps.
RISKS OF DERIVATIVES
The use of Derivatives involves special risks, including possible default
by the other party to the transaction, illiquidity and, to the extent the
Investment Adviser's or the Sub-Adviser's view as to certain market
movements is incorrect, the risk that the use of Derivatives could result
in losses greater than if such investment strategies had not been used.
The use of currency transactions could result in the Fund's incurring
losses as a result of the imposition of exchange controls, suspension of
settlements, or the inability to deliver or receive a specified currency.
The use of options and futures transactions entails certain special risks.
In particular, the variable degree of correlation between price movements
in the related portfolio position of the Fund could create the possibility
that losses on the hedging instrument are greater than gains in the value
of the Fund's position. In addition, futures and options markets could be
illiquid in some circumstances and certain over-the-counter options could
have no markets. As a result, in certain markets, the Fund might not be
able to close out a position without incurring substantial losses.
Although the Fund's use of futures and options transactions for hedging
purposes should tend to minimize the risk of loss due to a decline in the
value of the hedged position at the same time it will tend to limit any
potential gain to the Fund that might result from an increase in value of
the position. Finally, the daily variation margin requirements for futures
contracts create a greater ongoing potential financial risk than would
purchases of options, in which case the exposure is united to the cost of
the initial premium and transaction costs. Losses resulting from
Derivatives will reduce the Fund's net asset value, and possibly income,
and the losses can be greater than if the Derivatives had not been used.
When conducted outside the United States, the use of Derivatives may not
be regulated as rigorously as in the United States, may not involve a
clearing mechanism and related guarantees, and will be subject to the risk
of governmental actions affecting trading in, or the prices of, foreign
securities, currencies and other instruments. The value of positions taken
as part of non-U.S. Hedging also could be adversely affected by: (1) other
complex foreign political, legal and economic factors; (2) lesser
availability of data on which to make trading decisions in the United
States; (3) delays in the Fund's ability to act upon economic events
occurring in foreign markets during non-business hours in the United
States; (4) the imposition of different exercise and settlement terms and
procedures and margin requirements than in the United States; and (5) lower
trading volume and liquidity.
SEGREGATION AND COVER REQUIREMENTS
Many of the Derivatives which may be used by the Fund are subject to
segregation and coverage requirements established by either the CFTC or the
SEC, with the result that, if the Fund does not hold the instrument
underlying the futures contract or option or another offsetting position,
the Fund may be required to segregate on an ongoing basis with its
custodian, cash, U.S. government securities, or other liquid high grade
debt obligations in an amount at least equal to the Fund's obligations with
respect to such instruments. Such amounts will fluctuate as the market
value of the obligations increases or decreases. The segregation
requirement can result in the Fund maintaining positions it would otherwise
liquidate and consequently segregating assets with respect thereto at a
time when it might be disadvantageous to do so. In addition, with respect
to futures contracts purchased by the Fund, the Fund will also be subject
to the segregation requirements with respect to the value of the
instruments underlying the futures contract.
OTHER LIMITATIONS
The degree of the Fund's use of Derivatives may be limited by certain
provisions of the Code. See "Taxation" in the Prospectus.
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE FUND, THE FUND'S INVESTMENT MANAGER OR INVESTMENT
ADVISER OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE FUND SINCE
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE. HOWEVER, IF ANY MATERIAL CHANGE OCCURS
WHILE THIS PROSPECTUS IS REQUIRED BY LAW TO BE DELIVERED, THIS PROSPECTUS
WILL BE SUPPLEMENTED OR AMENDED ACCORDINGLY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED THEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
________________________
TABLE OF CONTENTS
PAGE
Prospectus Summary
Summary of Expenses
The Fund
Investment in Korea
Future Rights Offering
Use of Proceeds
Investment Objective and Policies
Additional Investment Activities
Investment Restrictions
The Republic of Korea
The Securities Markets of Korea
Risk Factors and Special Considerations
Management of the Fund
Portfolio Transactions
Dividends and Distributions; Dividend Reinvestment
and Cash Purchase Plan
Taxation
Net Asset Value
Description of Capital Stock
Annual Tender Offers and Share Repurchases
Custodian, Transfer Agent, Dividend
Paying Agent and Registrar
Underwriting
Experts
Legal Matters
Further Information
Report of Independent Accountants
Statement of Assets and Liabilities
Appendix A: General Characteristics and
Risks of DerivativesA-1
UNTIL , 1994, ALL DEALERS EFFECTING TRANSACTIONS IN THE
COMMON STOCK, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
SHARES
FIDELITY ADVISOR
KOREA FUND, INC.
COMMON STOCK
_____________
PROSPECTUS
_____________
BARING SECURITIES, INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
, 1994
PROSPECTUS(ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS)
User-defined Box 2
, 1994SUBJECT TO COMPLETION, DATED ________, 1994
Shares
FIDELITY ADVISOR
KOREA FUND, INC.
[LOGO]COMMON STOCK
Fidelity Advisor Korea Fund, Inc. (the "Fund") is a newly organized,
non-diversified, closed-end management investment company. The Fund's
investment objective is long-term capital appreciation. The Fund seeks to
achieve its objective by investing primarily in equity and debt securities
of Korean Issuers (as defined in this Prospectus). Under normal market
conditions, the Fund will invest at least 65% of its total assets in such
securities. The Fund's investment manager and investment adviser currently
anticipate that, once fully invested, at least 80% of the Fund's net assets
will be invested in equity securities of Korean Issuers. There can be no
assurance that the Fund's investment objective will be achieved. Up to 35%
of the Fund's total assets may be invested in securities of Asian Issuers
(as defined in the Prospectus) other than Korean Issuers. Due to the risks
inherent in international investments generally, the Fund should be
considered as a vehicle for investing a portion of an investor's assets in
foreign securities markets and not as a complete investment program.
INVESTMENT IN KOREAN SECURITIES INVOLVES RISKS THAT ARE NOT NORMALLY
INVOLVED IN INVESTMENTS IN SECURITIES OF U.S. COMPANIES. IN ADDITION,
ALTHOUGH THE FUND CURRENTLY INTENDS TO INVEST PRINCIPALLY IN EQUITY
SECURITIES, IT MAY INVEST IN HIGH RISK, HIGH YIELD DEBT INSTRUMENTS THAT
ARE PREDOMINANTLY SPECULATIVE. INVESTMENT IN THE FUND SHOULD BE CONSIDERED
SPECULATIVE. SEE "INVESTMENT OBJECTIVE AND POLICIES" AND "RISK FACTORS AND
SPECIAL CONSIDERATIONS."
PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE SHARES.
THE FUND INTENDS TO APPLY TO LIST THE FUND'S COMMON STOCK ON THE NEW YORK
STOCK EXCHANGE. SHARES OF CLOSED-END INVESTMENT COMPANIES HAVE IN THE PAST
FREQUENTLY TRADED AT DISCOUNTS FROM THEIR NET ASSET VALUES. THE RISK OF
LOSS ASSOCIATED WITH THIS CHARACTERISTIC OF CLOSED-END INVESTMENT COMPANIES
MAY BE GREATER FOR INVESTORS PURCHASING SHARES IN THE OFFERING AND
EXPECTING TO SELL THE SHARES SOON AFTER THE COMPLETION THEREOF. THERE IS
NO RESTRICTION ON THE NUMBER OF SHARES THAT MAY BE PURCHASED SUBJECT TO THE
TRANSFER RESTRICTION DESCRIBED IN THE FOOTNOTES TO THE TABLE BELOW, EXCEPT
THAT THE FUND WILL COMPLY, WITH RESPECT TO NON-RESTRICTED SHARES, WITH THE
DISTRIBUTION REQUIREMENTS OF THE NEW YORK STOCK EXCHANGE. SEE
"UNDERWRITING." TO THE EXTENT INVESTORS WHO ARE SUBJECT TO THE TRANSFER
RESTRICTION SELL THEIR SHARES ONCE THE TRANSFER RESTRICTION IS NO LONGER
APPLICABLE, THE MARKET PRICE OF THE FUND'S COMMON STOCK COULD BE ADVERSELY
AFFECTED. IN ADDITION, THE TRANSFER RESTRICTION WILL REDUCE THE NUMBER OF
SHARES AVAILABLE FOR SALE IN THE SECONDARY MARKET DURING THE 90-DAY
RESTRICTION PERIOD.
This Prospectus sets forth concisely information about the Fund that a
prospective investor should know before purchasing Shares. Investors are
advised to read this Prospectus and retain it for future reference.
(CONTINUED ON FOLLOWING PAGE)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
PRICE SALES LOAD PROCEEDS
TO PUBLIC(1) (1)(2) TO FUND(3)
Per Share $15.00 $ $
Total(4) $ $ $
(FOOTNOTES ON FOLLOWING PAGE)
The Shares are offered by the several International Underwriters subject
to prior sale, when, as and if delivered to and accepted by them, subject
to approval of certain legal matters by counsel for the International
Underwriters and certain other conditions, including the right to withdraw,
cancel or modify such offer and to reject orders in whole or in part. It
is expected that delivery of the share certificates will be made in New
York, New York on or about , 1994.
________________________
BARING BROTHERS & CO., LIMITEDDONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
IN CONNECTION WITH THIS OFFERING, THE INTERNATIONAL UNDERWRITERS AND THE
U.S. UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR
MAINTAIN THE MARKET PRICE OF THE SHARES AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON
THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKETS OR OTHERWISE.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
(CONTINUED FROM PREVIOUS PAGE)
Of the shares of the Fund's Common Stock offered (the "Shares"),
Shares are being offered by the U.S. Underwriters in the United States and
Canada (the "U.S. Offering") and Shares are being offered by the
International Underwriters outside the United States and Canada (the
"International Offering" and together with the U.S. Offering, the
"Offering"), subject to transfer between the U.S. Underwriters and the
International Underwriters (collectively, the "Underwriters"). The initial
public offering price and sales load per Share are the same for both the
U.S. Offering and the International Offering.
In order to raise additional capital to take advantage of additional
investment opportunities expected to occur if and when Korea relaxes
certain of its investment restrictions currently imposed on foreign
investors, the Fund currently intends, subject to the approval by its Board
of Directors, to make a rights offering to its shareholders at the time
such investment restrictions are relaxed. See "Future Rights Offering"
Fidelity Management & Research Company will serve as investment manager to
the Fund. Fidelity International Investment Advisors will serve as the
Fund's investment adviser. Pursuant to a Sub-Advisory Agreement, Fidelity
International Investment Advisors has delegated its responsibilities for
day-to-day management of the Fund to Fidelity Investments Japan Limited
which will manage the Fund's portfolio through its Tokyo office.
The address of the Fund is 82 Devonshire Street, Boston, Massachusetts
02109. The Fund's telephone number is (800) [426-5523].
________________________
(NOTES FROM PRIOR PAGE)
(1) THE "PRICE TO PUBLIC" AND "SALES LOAD" PER SHARE WILL BE REDUCED TO $
AND $ , RESPECTIVELY, FOR PURCHASES IN SINGLE TRANSACTIONS (AS
DEFINED HEREIN UNDER "UNDERWRITING") OF BETWEEN AND SHARES,
INCLUSIVE, TO $ AND $ , RESPECTIVELY, FOR PURCHASES IN SINGLE
TRANSACTIONS OF BETWEEN AND SHARES, INCLUSIVE, AND TO $
AND $ , RESPECTIVELY, FOR PURCHASES IN SINGLE TRANSACTIONS of
or more shares of common stock, subject to the following sentence.
Purchasers who agree to purchase shares of common stock at the reduced
price will be restricted from transferring such shares for a period of 90
days after the closing of the offering.
(2) The Fund, the investment manager, the investment adviser and the
sub-adviser have agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of
1933.
(3) Before deducting expenses payable by the Fund, estimated at $
.
(4) The Fund has granted the U.S. Underwriters options, exercisable one or
more times within 45 days after the date of this Prospectus, to purchase up
to an aggregate of additional shares of common stock at the
Price to Public less Sales Load solely to cover over-allotments, if any.
If all of such shares are purchased, the total Price to Public, Sales Load
and Proceeds to Fund will be $ , $ and $ ,
respectively, assuming no reduction as described in (1) above. See
"Underwriting."
________________________
Unless otherwise specified, references in this Prospectus to "dollars,"
"U.S. $," or "$" are to U.S. dollars and references to "Won" or "" are to
Korean Won. On , the market average exchange rate of the
Won to the U.S. dollar, as published by the Korea Financial
Telecommunications and Clearings Institute (the "Market Average Exchange
Rate"), was = $1.00. Unless otherwise indicated, the U.S.
dollar equivalent of information in Korean Won as of a date or for a period
is as of such date or for the end of such period and is based on The Bank
of Korea concentration base rate, if pre-March 1990, or the Market Average
Exchange Rate, if post-March 1990 as reported in the Monthly Review, a
monthly publication of the Securities Supervisory Board of Korea. No
representation is made that the Won or dollar amounts in this Prospectus
could have been or could be converted into Won or dollars, as the case may
be, at any particular rate or at all. See "Risk Factors - Exchange Rate
Fluctuations" and "The Republic of Korea" for additional information on the
historical rate of exchange between the dollar and Won.
Certain numbers in this Prospectus have been rounded for ease of
presentation, and, as a result, may not total precisely.
(ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS)
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE FUND, THE FUND'S INVESTMENT MANAGER OR INVESTMENT
ADVISER OR ANY INTERNATIONAL UNDERWRITER. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
FUND SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. HOWEVER, IF ANY MATERIAL
CHANGE OCCURS WHILE THIS PROSPECTUS IS REQUIRED BY LAW TO BE DELIVERED,
THIS PROSPECTUS WILL BE SUPPLEMENTED OR AMENDED ACCORDINGLY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER
TO BUY ANY OF THE SECURITIES OFFERED THEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.
________________________
TABLE OF CONTENTS
PAGE
Prospectus Summary
Summary of Expenses
The Fund
Investment in Korea
Future Rights Offering
Use of Proceeds
Investment Objective and Policies
Additional Investment Activities
Investment Restrictions
The Republic of Korea
The Securities Markets of Korea
Risk Factors and Special Considerations
Management of the Fund
Portfolio Transactions
Dividends and Distributions; Dividend Reinvestment
and Cash Purchase Plan
Taxation
Net Asset Value
Description of Capital Stock
Annual Tender Offers and Share Repurchases
Custodian, Transfer Agent, Dividend
Paying Agent and Registrar
Underwriting
Experts
Legal Matters
Further Information
Report of Independent Accountants
Statement of Assets and Liabilities
Appendix A: General Characteristics and
Risks of DerivativesA-1
UNTIL , 1994, ALL DEALERS EFFECTING TRANSACTIONS IN THE
COMMON STOCK, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
SHARES
FIDELITY ADVISOR
KOREA FUND, INC.
COMMON STOCK
_____________
PROSPECTUS
_____________
BARING BROTHERS & CO., LIMITED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
, 1994
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) Financial Statements
- - Report of Independent Accountants
- - Statement of Assets and Liabilities dated ___________, 1994
(2) Exhibits
(a) - Articles of Incorporation*
(b) - By-Laws*
(c) - Not applicable
(d) - Specimen certificate for Common Stock, par value $.001 per share**
(e) - Dividend Reinvestment and Cash Purchase Plan**
(f) - Not applicable
(g) (1) - Form of Management Agreement with the Investment Manager**
(2) - Form of Advisory Agreement with the Investment Adviser**
(3) - Form of Sub-Advisory Agreement with Sub-Adviser**
(h) (1) - Form of U.S. Underwriting Agreement**
(2) - Form of International Underwriting Agreement
(3) - Form of Master Agreement Among Underwriters**
(4) - Form of Master Selected Dealer Agreement**
(5) - Form of Agreement Among International Underwriters**
(6) - Form of International Selling Agreement**
(7) - Form of Agreement between U.S. Underwriters and International
Underwriters**
(i) - Not applicable
(j) - Form of U.S. Custodian Agreement**
(k) (1) - Form of Agreement for Stock Transfer Services**
(2) - Form of Administration Agreement**
(l) (1) - Opinion and Consent of Rogers & Wells**
(2) - Opinion and Consent of Piper & Marbury**
(3) - Opinion and Consent of Shin & Kim**
(m) - Not applicable
(n) - Consent of Independent Accountants**
(o) - Not applicable
(p) - Form of Investment Letter**
(q) - Not applicable
Other Exhibit - Power of Attorney of Edward C. Johnson 3d**
______________
* Filed herewith
** To be filed by Amendment.
ITEM 25. MARKETING ARRANGEMENTS
See Exhibit 2(h) to this Registration Statement.
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this Registration Statement.
U.S. Securities and Exchange Commission registration fees $
New York Stock Exchange listing fee
Printing (other than stock certificates)
Engraving and printing stock certificates
Fees and expenses of qualification under state securities laws
(excluding fees of counsel)
Auditing and accounting fees
Legal fees and expenses
NASD fee
Miscellaneous
Total $
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
As of the effective date of the Registration Statement:
NUMBER OF
TITLE OF CLASS RECORD HOLDERS
Common Stock, $.001 par value one
ITEM 29. INDEMNIFICATION
Section 2-418 of the General Corporation Law of the State of Maryland,
Article SEVENTH of the Fund's Articles of Incorporation, Article VII of the
Fund's By-Laws, the Investment Management Agreement, the Underwriting
Agreement and the Investment Advisory Agreement provide for
indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors,
officers and controlling persons of the Fund, pursuant to the foregoing
provisions or otherwise, the Fund has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Fund of expenses incurred or paid by a director,
officer or controlling person of the Fund in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Fund will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT MANAGER AND
INVESTMENT ADVISER
The description of the business of Fidelity Management & Research Company
("FMR"), Fidelity International Investment Advisors ("FIIA") and Fidelity
Investments Japan Limited ("FIJ") is set forth under the caption
"Management of the Fund" in the Prospectus forming part of this
Registration Statement.
The information as to the directors and officers of FMR, FIIA and FIJ is
set forth in their respective Form ADVs filed with the Securities and
Exchange Commission (File No. 801-7884), (File No. 801-21347) and (File
No. 801-________), each as amended as of the date hereof is incorporated
herein by reference.
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS
Fidelity Advisor Korea Fund, Inc.
82 Devonshire Street, Boston, Massachusetts 02109
(Fund's Articles of Incorporation and By-Laws)
Fidelity Management & Research Company
82 Devonshire Street, Boston, Massachusetts 02109
(with respect to its services as Investment Manager)
Fidelity International Investment Advisors
Pembroke Hall, 42 Crow Lane, Pembroke, Bermuda
(with respect to its service as Investment Adviser)
Fidelity Investments Japan Limited
19th Floor, Shiroyama JT Mori Building, 4-3-1
Toronomon Minatu-ku, Tokyo 105, Japan
(with respect to its services as Sub-Adviser)
Fidelity International Limited
Pembroke Hall, 42 Crow Lane, Pembroke, Bermuda
(with respect to its services as Fund Manager)
The Chase Manhattan Bank, N.A.
[Address]
(with respect to its services as Custodian for the Fund's U.S. assets)
State Street Bank and Trust Company
Two Heritage Drive, Quincy, Massachusetts 02171
(with respect to its services as Transfer Agent)
ITEM 32. MANAGEMENT SERVICES
Not applicable
ITEM 33. UNDERTAKINGS
(a) The Fund undertakes to suspend offering its shares until it amends its
prospectus contained herein if (1) subsequent to the effective date of its
registration statement, the net asset value per share declines more than 10
percent from its net asset value per share as of the effective date of this
registration statement or (2) the net asset value increases to an amount
greater than its net proceeds as stated in the prospectus.
(b) The Fund hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(c) The Fund hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Fund under Rule 497(h) under the Securities
Act of 1933 shall be deemed to be part of this registration statement as of
the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, the State
of New York on the 5th day of July, 1994.
FIDELITY ADVISOR KOREA FUND, INC.
By:/s/ Edward C. Johnson 3d
Edward C. Johnson 3d, President
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Laurence E. Cranch and Leonard B. Mackey,
Jr., and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
Amendments (including pre-effective and post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
either of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
(SIGNATURE) (TITLE) (DATE)
/s/ Edward C. Johnson 3d Director and President July 5, 1994
Edward C. Johnson 3d
/s/ J. Gary Burkhead Director and Senior Vice President July 5, 1994
J. Gary Burkhead (Principal Executive Officer)
/s/ Gary L. French Treasurer (Principal Financial and July 5, 1994
Gary L. French Accounting Officer)
/s/ H.F. Van den Hoven Director July 5, 1994
H.F. Van den Hoven
/s/ David Yunich Director July 5, 1994
David Yunich
/s/ Bertram Witham Director July 5, 1994
Bertram Witham
</TABLE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
(a) - Articles of Incorporation
(b) - By-Laws
ARTICLES OF INCORPORATION
OF
FIDELITY ADVISOR KOREA FUND, INC.
THE UNDERSIGNED, Larry P. Medvinsky, whose post office address is $ Rogers
& Wells, 200 Park Avenue, New York, New York 10166, being at least eighteen
years of age, does hereby act as an incorporator, under and by virtue of
the general laws of the State of Maryland authorizing the formation of
corporations and with the intent of forming a corporation.
FIRST: The name of the corporation (hereinafter called the "Corporation")
is Fidelity Advisor Korea Fund, Inc.
SECOND: The Corporation was formed for the following purposes:
(1) To act as a closed-end investment company of the management type
registered as such with the Securities and Exchange Commission pursuant to
the Investment Company Act of 1940, as amended.
(2) To hold, invest and reinvest its assets in securities and other
investments or to hold all or part of its assets in cash.
(3) To issue and sell shares of its capital stock in such amounts and on
such terms and conditions and for such purposes and for such amount or kind
of consideration as may now or hereafter be permitted by law.
(4) To enter into management, supervisory, advisory, administrative,
custody, underwriting and other contracts and otherwise do business with
other corporations, and subsidiaries or affiliates thereof, or any other
firm or organization, notwithstanding that the Board of Directors of the
Corporation may be composed in part of officers, directors or employees of
such corporation, firm or organization and, in the absence of fraud, the
Corporation and such corporation, firm or organization may deal freely with
each other and neither such management, supervisory, advisory,
administrative or underwriting contract nor any other contract or
transaction between the Corporation and such corporation, firm or
organization shall be invalidated or in any way affected thereby.
(5) To do any and all additional acts and exercise any and all additional
powers or rights as may be necessary, incidental, appropriate or desirable
for the accomplishment of all or any of the foregoing purposes.
The Corporation shall be authorized to exercise and generally to enjoy
all of the powers, rights and privileges granted to, or conferred upon,
corporations by the General Laws of the State of Maryland now or hereafter
in force.
THIRD: The post office address of the place at which the principal office
of the Corporation in the State of Maryland is located is c/o P&M Agent
Corp., 36 South Charles Street, Baltimore, Maryland 21201.
The name of the Corporation's resident agent is P&M Agent Corp., and its
post office address is P&M Agent Corp., 36 South Charles Street, Baltimore,
Maryland 21201. Said resident agent is a corporation of the State of
Maryland.
FOURTH: Section 2. (1) The total number of shares of capital stock that
the Corporation has authority to issue is 100,000,000 shares of capital
stock of the par value of $.001 each, having an aggregate par value of
$100,000, all of which 100,000,000 shares are initially classified as
"Common Stock."
(2) The following is a description of the preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption of the Common Stock
of the Corporation:
(a) Each share of Common Stock shall have one vote,
and, except as otherwise provided in respect of any class of stock
hereafter classified or reclassified, the exclusive voting power for all
purposes shall be vested in the holders of the Common Stock.
(b) Subject to the provisions of law and any preferences of any class of
stock hereafter classified or reclassified, dividends, including dividends
payable in shares of another class of the Corporation's stock, may be paid
on the Common Stock of the Corporation at such time and in such amounts as
the Board of Directors may deem advisable.
(c) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Common
Stock shall be entitled, after payment or provision for payment of the
debts and other liabilities of the Corporation and the amount to which the
holders of any class of stock hereafter classified or reclassified having a
preference on distributions in the liquidation, dissolution or winding up
of the Corporation shall be entitled, together with the holders of any
other class of stock hereafter classified or reclassified not having a
preference on distributions in the liquidation, dissolution or winding up
of the Corporation, to share ratably in the remaining net assets of the
Corporation.
Section 3. (1) Without the assent or vote of the stockholders, the
Board of Directors shall have the authority by resolution to classify and
reclassify any authorized but unissued shares of capital stock from time to
time by setting or changing in any one or more respects the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications or terms or conditions of redemption of the
capital stock.
(2) The foregoing powers of the Board of Directors to classify and
reclassify any of the shares of capital stock shall include, without
limitation, subject to the provisions of the Charter, authority to classify
or reclassify any unissued shares of such stock into a class or classes of
preferred stock, preference stock, special stock or other stock, and to
divide and classify shares of any class into one or more series of such
class, by determining, fixing, or altering one or more of the following:
(a) The distinctive designation of such class or series and the number of
shares to constitute such class or series; provided that, unless otherwise
prohibited by the terms of such or any other class or series, the number of
shares of any class or series may be decreased by the Board of Directors in
connection with any classification or reclassification of unissued shares
and the number of shares of such class or series may be increased by the
Board of Directors in connection with any such classification or
reclassification, and any shares of any class or series which have been
redeemed, purchased, otherwise acquired or converted into shares of Common
Stock or any other class or series shall become part of the authorized
capital stock and be subject to classification and reclassification as
provided in this subparagraph;
(b) Whether or not and, if so, the rates, amounts and times at which, and
the conditions under which, dividends shall be payable on shares of such
class or series, whether any such dividends shall rank senior or junior to
or on a parity with the dividends payable on any other class or series of
stock, and the status of any such dividends as cumulative, cumulative to a
limited extent or non-cumulative and as participating or non-participating;
(c) Whether or not shares of such class or series shall have voting
rights, in addition to any voting rights provided by law and, if so, the
terms of such voting rights;
(d) Whether or not shares of such class or series shall have conversion or
exchange privileges and, if so, the terms and conditions thereof, including
provisions for adjustment of the conversion or exchange rate in such events
or at such times as the Board of Directors shall determine;
(e) Whether or not shares of such class or series shall be subject to
redemption and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be redeemable
and the amount per share payable in case of redemption, which amount may
vary under different conditions and at different redemption dates; and
whether or not there shall be any sinking fund or purchase account in
respect thereof, and if so, the terms thereof;
(f) The rights of the holders of shares of such class or series upon the
liquidation, dissolution or winding up of the affairs of, or upon any
distribution of the assets of, the Corporation, which rights may vary
depending upon whether such liquidation, dissolution or winding up is
voluntary or involuntary and, if voluntary, may vary at different dates,
and whether such rights shall rank senior or junior to or on a parity with
such rights of any other class or series of stock;
(g) Whether or not there shall be any limitations applicable, while shares
of such class or series are outstanding, upon the payment of dividends or
making of distributions on, or the acquisition of, or the use of moneys
for purchase or redemption of, any stock of the Corporation, or upon any
other action of the Corporation, including action under this subparagraph,
and, if so, the terms and conditions thereof; and
(h) Any other preferences, rights, restrictions, including restrictions on
transferability, and qualifications of shares of such class or series, not
inconsistent with law and the Charter of the Corporation.
(3) For the purposes hereof and of any articles supplementary to the
Charter providing for the classification or reclassification of any shares
of capital stock or of any other charter document of the Corporation
(unless otherwise provided in any such articles or document), any class or
series of stock of the Corporation shall be deemed to rank:
(a) prior to another class or series either as to dividends or upon
liquidation, if the holders of such class or series shall be entitled to
the receipt of dividends or of amounts distributable on liquidation,
dissolution or winding up, as the case may be, in preference or priority to
holders of such other class or series;
(b) on a parity with another class or series either as to dividends or
upon liquidation, whether or not the dividend rates, dividend payment dates
or redemption or liquidation price per share thereof be different from
those of such others, if the holders of such class or series of stock shall
be entitled to receipt of dividends or amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in proportion
to their respective dividend rates or redemption or liquidation prices,
without preference or priority over the holders of such other class or
series; and
(c) junior to another class or series either as to dividends or upon
liquidation, if the rights of the holders of such class or series shall be
subject or subordinate to the rights of the holders of such other class or
series in respect of the receipt of dividends or the amounts distributable
upon liquidation, dissolution or winding up, as the case may be.
(4) The provisions of Section 2 of this Article Fourth may not be
amended, altered or repealed except by vote of three-fourths of the shares
of capital stock of the Corporation outstanding and entitled to vote
thereupon.
Section 3. The presence in person or by proxy of the holders of record
of a majority of the aggregate number of shares of capital stock issued and
outstanding and entitled to vote thereat shall constitute a quorum for the
transaction of any business at all meetings of the stockholders except as
otherwise provided by law or in these Articles of Incorporation.
Section 4. Notwithstanding any provision of the General Laws of the
State of Maryland requiring action to be taken or authorized by the
affirmative vote of the holders of a designated proportion greater than a
majority of the shares of capital stock of the Corporation outstanding and
entitled to vote thereupon, such action shall, except as otherwise provided
in these Articles of Incorporation, be valid and effective if taken or
authorized by the affirmative vote of the holders of a majority of the
total number of shares of capital stock of the Corporation outstanding and
entitled to vote thereupon voting together as a single class.
Section 5. No holder of shares of capital stock of the Corporation
shall, as such holder, have any preemptive right to purchase or subscribe
for any part of any new or additional issue of stock of any class, or of
rights or options to purchase any stock, or of securities convertible into,
or carrying rights or options to purchase, stock of any class, whether now
or hereafter authorized or whether issued for money, for a consideration
other than money or by way of a dividend or otherwise, and all such rights
are hereby waived by each holder of capital stock and of any other class of
stock or securities which may hereafter be created.
Section 6. All persons who shall acquire capital stock in the
Corporation shall acquire the same subject to the provisions of these
Articles of Incorporation.
Section 7. (1) In addition to the affirmative vote of three-fourths of
the entire Board of Directors, the affirmative vote of at least (i)
three-fourths of the shares of capital stock of the Corporation outstanding
and entitled to vote thereupon voting together as a single class and (ii)
in the case of a Business Combination (as defined below), 66-2/3% of the
shares of capital stock of the Corporation outstanding and entitled to vote
thereupon voting together as a single class other than votes entitled to be
cast thereon by an Interested Party (as defined below) who is, or whose
Affiliate (as defined below), is a party to a Business Combination (as
defined below) or an Affiliate or associate of the Interested Party, shall
be required to advise, approve, adopt or authorize any of the following:
(i) a merger, consolidation or statutory share exchange of the
Corporation with or into another person;
(ii) issuance or transfer by the Corporation (in one or a series of
transactions in any 12 month period) of any securities of the Corporation
to any person or entity for cash, securities or other property (or
combination thereof) having an aggregate fair market value of $1,000,000 or
more, excluding issuances or transfers of debt securities of the
Corporation, sales of securities of the Corporation in connection with a
public offering, issuances of securities of the Corporation pursuant to a
dividend reinvestment plan adopted by the Corporation, issuances of
securities of the Corporation upon the exercise of any stock subscription
rights distributed by the Corporation and portfolio transactions effected
by the Corporation in the ordinary course of business;
(iii) sale, lease, exchange, mortgage, pledge, transfer or other
disposition by the Corporation (in one or a series of transactions in any
12 month period) to or with any person or entity of any assets of the
Corporation having an aggregate fair market value of $1,000,000 or more
except for portfolio transactions (including pledges of portfolio
securities in connection with borrowings) effected by the Corporation in
the ordinary course of its business (transactions within clauses (i), (ii)
and (iii) above being known individually as a "Business Combination");
(iv) the voluntary liquidation or dissolution of the Corporation, or an
amendment to these Articles of Incorporation to terminate the Corporation's
existence; or
(v) unless the 1940 Act or federal law requires a lesser vote, any
shareholder proposal as to specific investment decisions made or to be made
with respect to the Corporation's assets as to which stockholder approval
is required under Federal or Maryland law.
However, a three-fourths shareholder vote will not be required with
respect to the foregoing transactions (other than those set forth in (v)
above) if they are approved by a vote of three-fourths of the Continuing
Directors (as defined below). In that case, if Maryland law requires
shareholder approval, the affirmative vote of a majority of the shares of
capital stock of the Corporation outstanding and entitled to vote thereupon
voting together as a single class shall be required.
For purposes of this Article Fourth the following terms shall have the
meanings prescribed thereto:
(i) "Continuing Director" means any member of the Board of Directors of
the Corporation who is not an Interested Party or an Affiliate of an
Interested Party and has been a member of the Board of Directors for a
period of at least 12 months, or has been a member of the Board of
Directors since April 1, 1994, or is a successor of a Continuing Director
who is unaffiliated with an Interested Party and is recommended to succeed
a Continuing Director by a majority of the Continuing Directors then on the
Board of Directors.
(ii) "Interested Party" shall mean any person, other than an investment
company advised by the Corporation's initial investment manager or any of
its Affiliates, which enters, or proposes to enter, into a Business
Combination with the Corporation.
(iii) "Affiliate" shall have the meaning ascribed to such term in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended.
(2) Notwithstanding any other provisions of these Articles of
Incorporation, the affirmative vote of three-fourths of the entire Board of
Directors shall be required to advise, approve, adopt or authorize the
conversion of the Corporation from a closed-end company to an open-end
company, and any amendments necessary to effect the conversion. Such
conversion or any such amendment shall also require the approval of the
holders of three-fourths of the shares of capital stock of the Corporation
outstanding and entitled to vote thereupon voting together as a single
class unless approved by a vote of three-fourths of the Continuing
Directors, in which event such conversion shall require the approval of the
holders of a majority of the votes entitled to be cast thereon by
stockholders of the Corporation.
(3) The provisions of this Section 7 of this Article Fourth may not be
amended, altered or repealed except by the approval of at least
three-fourths of the shares of capital stock of the Corporation outstanding
and entitled to vote thereupon voting together as a single class.
FIFTH: The initial number of directors of the Corporation is three (3), and
the name of the directors who shall act as such until the first annual
meeting or until their successor or successors are duly elected and qualify
are Edward C. Johnson 3d, J. Gary Burkhead and Gary L. French. The By-Laws
of the Corporation may fix the number of directors at a number other than
three and may authorize the Board of Directors, by the vote of a majority
of the entire Board of Directors, to increase or decrease the number of
directors within a limit specified in the By-Laws, provided that in no case
shall the number of directors be less than the number prescribed by law,
and to fill the vacancies created by any such increase in the number of
directors. Unless otherwise provided by the By-Laws of the Corporation,
the directors of the Corporation need not be stockholders.
A director may be removed only with cause, and any such removal may be
made only by the vote of three-fourths of the shares of capital stock of
the Corporation outstanding and entitled to vote thereupon.
The provisions of this Article Fifth may not be amended, altered or
repealed except by a vote of three-fourths of the shares of capital stock
of the Corporation outstanding and entitled to vote thereupon voting
together as a single class.
SIXTH: Section 1. All corporate powers and authority of the Corporation
(except as at the time otherwise provided by statute, by these Articles of
Incorporation or by the By-Laws) shall be vested in and exercised by the
Board of Directors.
Section 2. The Board of Directors shall have the sole power to adopt,
alter or repeal the By-Laws of the Corporation except to the extent that
the By-Laws otherwise provide. The provisions of this Section 2 of this
Article Sixth may not be amended, altered or repealed except by vote of
three-fourths of the shares of capital stock of the Corporation outstanding
and entitled to vote thereupon voting together as a single class.
Section 3. The Board of Directors shall have the power from time to time
to determine whether and to what extent, and at what times and places and
under what conditions and regulations, the accounts and books of the
Corporation (other than the stock ledger) or any of them shall be open to
the inspection of stockholders; and no stockholder shall have any right to
inspect any account, book or document of the Corporation except to the
extent permitted by statute or the By-Laws.
Section 4. The Board of Directors shall have the power to determine, as
provided herein, or if a provision is not made herein, in accordance with
generally accepted accounting principles, what constitutes net income,
total assets and the net asset value of the shares of capital stock of the
Corporation.
Section 5. The Board of Directors shall have the power to distribute
dividends from the funds legally available therefor in such amounts, if
any, and in such manner to the stockholders of record as of a date, as the
Board of Directors may determine.
Section 6. Without the assent or vote of the stockholders, the Board of
Directors shall have the power to authorize the issuance from time to time
of shares of the capital stock of any class of the Corporation, whether now
or hereafter authorized, and securities convertible into shares of capital
stock of the Corporation of any class or classes, whether now or hereafter
authorized, for such consideration as the Board of Directors may deem
advisable.
Section 7. Without the assent or vote of the stockholders, the Board of
Directors shall have the power to authorize and issue obligations of the
Corporation, secured or unsecured, as the Board of Directors may determine,
and to authorize and cause to be executed mortgages and liens upon the real
or personal property of the Corporation.
Section 8. The provisions of Sections 6 and 7 of this Article Sixth may
not be amended, altered or repealed except by vote of three-fourths of the
shares of capital stock of the Corporation outstanding and entitled to vote
thereupon voting together as a single class.
SEVENTH: Section 1. To the fullest extent permitted by Maryland statutory
or decisional law, subject to the requirements of the Investment Company
Act of 1940, as amended, no director or officer of the Corporation shall be
personally liable to the Corporation or its security holders for money
damages. This limitation on liability applies to events occurring at the
time a person serves as a director or officer of the Corporation whether or
not such person is a director or officer at the time of any proceeding in
which such liability is asserted. No amendment of these Articles of
Incorporation or repeal of any provision hereof shall limit or eliminate
the benefits provided to directors and officers under this provision in
connection with any act or omission that occurred prior to such amendment
or repeal.
Section 2. The Corporation shall indemnify, to the fullest extent
permitted by law (including the Investment Company Act of 1940) as
currently in effect or as the same may hereafter be amended, any person
made or threatened to be made a party to any action, suit or proceeding,
whether criminal, civil, administrative or investigative, by reason of the
fact that such person or such person's testator or intestate is or was a
director or officer of the Corporation or serves or served at the request
of the Corporation as a director or officer of any other enterprise. To
the fullest extent permitted by law (including the Investment Company Act
of 1940) as currently in effect or as the same may hereafter be amended,
expenses incurred by any such person in defending any such action, suit or
proceeding shall be paid or reimbursed by the Corporation promptly upon
receipt by it of an undertaking of such person to repay such expenses if it
shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation. The rights provided to any person by this
Section 2 of this Article Seventh shall be enforceable against the
Corporation by such person who shall be presumed to have relied upon it in
serving or continuing to serve as a director or officer as provided above.
No amendment of this Section 2 of this Article Seventh shall impair the
rights of any person arising at any time with respect to events occurring
prior to such amendment. For purposes of this Section 2 of this Article
Seventh, the term "Corporation" shall include any predecessor of the
Corporation and any constituent corporation (including any constituent of a
constituent) absorbed by the Corporation in a consolidation or merger; the
term "other enterprise" shall include any corporation, partnership, joint
venture, trust or employee benefit plan; service "at the request of the
Corporation" shall include service as a director or officer of the
Corporation which imposes duties on, or involves services by, such director
or officer with respect to any other enterprise, its participants or
beneficiaries; any excise taxes assessed on a person with respect to an
employee benefit plan shall be deemed to be indemnifiable expenses; and
action by a person with respect to any employee benefit plan which such
person reasonably believes to be in the interest of the participants and
beneficiaries of such plan shall be deemed to be action not opposed to the
best interests of the Corporation. The provisions of this Section 2 of
this Article Seventh shall be in addition to the other provisions of this
Article Seventh.
Section 3. Nothing in this Article Seventh protects or purports to
protect any director or officer against any liability to the Corporation or
its security holders to which he or she would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.
Section 4. Each section or portion thereof of this Article Seventh shall
be deemed severable from the remainder, and the invalidity of any such
section or portion shall not affect the validity of the remainder of this
Article.
EIGHTH: The duration of the Corporation shall be perpetual.
NINTH: From time to time, any of the provisions of these Articles of
Incorporation may be amended, altered or repealed (including any amendment
that changes the terms of any of the outstanding stock by classification,
reclassification or otherwise), and other provisions that may, under the
statutes of the State of Maryland at the time in force, be lawfully
contained in articles of incorporation may be added or inserted, upon the
vote of the holders of a majority of the shares of capital stock of the
Corporation outstanding and entitled to vote thereupon. If these Articles
of Incorporation specifically so provide, however, any such amendment,
alteration, repeal, addition or insertion may be affected only upon the
vote of three-fourths of the shares of
capital stock of the Corporation outstanding and entitled to vote
thereupon. The provisions of the prior sentence may not be amended,
altered or repealed except by vote of three-fourths of the shares of
capital stock of the corporation outstanding and entitled to vote
thereupon. All rights at any time conferred upon the stockholders of the
Corporation by these Articles of Amendment and Restatement are subject to
the provisions of this Article Ninth.
IN WITNESS WHEREOF, I have executed these Articles of Incorporation
acknowledging the same to be my act, on May , 1994.
_________________________
Larry P. Medvinsky,
Incorporator
Witness:
_________________________
Joseph C. Benedetti
FIDELITY ADVISOR KOREA FUND, INC.
A MARYLAND CORPORATION
BY-LAWS
MAY 25, 1994
TABLE OF CONTENTS
ARTICLE I Stockholders 1
Section 1.1. Place of Meeting 1
Section 1.2. Annual Meetings 1
Section 1.3. Special Meetings 1
Section 1.4. Notice of Meetings of Stockholders 2
Section 1.5. Record Dates 2
Section 1.6. Quorum; Adjournment of Meetings 3
Section 1.7. Voting and Inspectors 4
Section 1.8. Conduct of Stockholders' Meetings 5
Section 1.9. Concerning Validity of Proxies, Ballots,
etc. 5
Section 1.10. Action Without Meeting 5
ARTICLE II Board of Directors 6
Section 2.1. Function of Directors 6
Section 2.2. Number of Directors 6
Section 2.3. Classes of Directors 6
Section 2.4. Vacancies 7
Section 2.5. Increase or Decrease in Number of
Directors 7
Section 2.6. Place of Meeting 8
Section 2.7. Regular Meetings 8
Section 2.8. Special Meetings 8
Section 2.9. Notices 8
Section 2.10. Quorum 9
Section 2.11. Executive Committee 9
Section 2.12. Other Committees 10
Section 2.13. Telephone Meetings 10
Section 2.14. Action Without a Meeting 10
Section 2.15. Compensation of Directors 11
ARTICLE III Officers 11\
Section 3.1. Executive Officers 11
Section 3.2. Term of Office 12
Section 3.3. Powers and Duties 12
Section 3.4. Surety Bonds 12
ARTICLE IV Capital Stock 13
Section 4.1. Certificates for Shares 13
Section 4.2. Transfer of Shares 13
Section 4.3. Stock Ledgers 13
Section 4.4. Transfer Agents and Registrars 13
Section 4.5. Lost, Stolen or Destroyed Certificates 14
ARTICLE V Corporate Seal; Location of Offices;
Books; Net Asset Value 14
Section 5.1. Corporate Seal 14
Section 5.2. Location of Offices 15
Section 5.3. Books and Records 15
Section 5.4. Annual Statement of Affairs 15
Section 5.5. Net Asset Value 15
ARTICLE VI Fiscal Year and Accountant 16
Section 6.1. Fiscal Year 16
Section 6.2. Accountant 16
ARTICLE VII Indemnification and Insurance 16
Section 7.1. General 16
Section 7.2. Indemnification of Directors and
Officers 16
Section 7.3. Insurance 18
ARTICLE VIII Custodian 18
ARTICLE IX 19
ARTICLE X Amendment of By-Laws 19
FIDELITY ADVISOR KOREA FUND, INC.
By-Laws
ARTICLE I
Stockholders
ARTICLE I Section 1.1. Place of Meeting. All meetings of the
stockholders should be held at the principal office of the Corporation in
the State of Maryland or at such other place within the United States as
may from time to time be designated by the Board of Directors and stated in
the notice of such meeting.
Section 1.2. Annual Meetings. The annual meeting of the stockholders of
the Corporation shall be held during the month of February of each year on
such date and at such hour as may from time to time be designated by the
Board of Directors and stated in the notice of such meeting, for the
purpose of electing directors for the ensuing year and for the transaction
of such other business as may properly be brought before the meeting.
Section 1.3. Special Meetings. Special meetings of the stockholders for
any purpose or purposes may be called by the Chairman of the Board, the
President, or a majority of the Board of Directors. Special meetings of
stockholders shall also be called by the Secretary upon receipt of the
request in writing signed by stockholders holding not less than 25% of the
votes entitled to be cast thereat. Such request shall state the purpose or
purposes of the proposed meeting and the matters proposed to be acted on at
such proposed meeting. The Secretary shall inform such stockholders of the
reasonably estimated costs of preparing and mailing such notice of meeting
and upon payment to the Corporation of such costs, the Secretary shall give
notice as required in this Article to all stockholders entitled to notice
of such meeting. No special meeting of stockholders need be called upon
the request of the holders of common stock entitled to cast less than a
majority of all votes entitled to be cast at such meeting to consider any
matter which is substantially the same as a matter voted upon at any
special meeting of stockholders held during the preceding twelve months.
Section 1.4. Notice of Meetings of Stockholders. Not less than ten
days' and not more than ninety days' written or printed notice of every
meeting of stockholders, stating the time and place thereof (and the
purpose of any special meeting), shall be given to each stockholder
entitled to vote thereat and to each other stockholder entitled to notice
of the meeting by leaving the same with such stockholder or at such
stockholder's residence or usual place of business or by mailing it,
postage prepaid, and addressed to such stockholder at such stockholder's
address as it appears upon the books of the Corporation. If mailed, notice
shall be deemed to be given when deposited in the mail addressed to the
stockholder as aforesaid.
No notice of the time, place or purpose of any meeting of stockholders
need be given to any stockholder who attends in person or by proxy or to
any stockholder who, in writing executed and filed with the records of the
meeting, either before or after the holding thereof, waives such notice.
Section 1.5. Record Dates. The Board of Directors may fix, in advance,
a record date for the determination of stockholders entitled to notice of
or to vote at any stockholders meeting or to receive a dividend or be
allotted rights or for the purpose of any other proper determination with
respect to stockholders and only stockholders of record on such date shall
be entitled to notice of and to vote at such meeting or to receive such
dividends or rights or otherwise, as the case may be; provided, however,
that such record date shall not be prior to ninety days preceding the date
of any such meeting of stockholders, dividend payment date, date for the
allotment of rights or other such action requiring the determination of a
record date; and further provided that such record date shall not be prior
to the close of business on the day the record date is fixed, that the
transfer books shall not be closed for a period longer than 20 days, and
that in the case of a meeting of stockholders, the record date or the
closing of the transfer books shall not be less than ten days prior to the
date fixed for such meeting.
Section 1.6. Quorum; Adjournment of Meetings. The presence in person or
by proxy of stockholders entitled to cast a majority of the votes entitled
to be cast thereat shall constitute a quorum at all meetings of the
stockholders, except as otherwise provided in the Articles of
Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the holders of a majority
of the stock present in person or by proxy shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until the requisite amount of stock entitled to vote at such
meeting shall be present, to a date not more than 120 days after the
original record date. At such adjourned meeting at which the requisite
amount of stock entitled to vote thereat shall be represented, any business
may be transacted which might have been transacted at the meeting as
originally notified.
Any meeting of stockholders, annual or special, may adjourn from time to
time to reconvene at the same or some other place, and notice need not be
given of any such adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the
adjourned meeting the Corporation may transact any business which might
have been transacted at the original meeting.
Section 1.7. Voting and Inspectors. At all meetings, stockholders of
record entitled to vote thereat shall have one vote for each share of
common stock standing in his name on the books of the Corporation (and such
stockholders of record holding fractional shares, if any, shall have
proportionate voting rights) on the date for the determination of
stockholders entitled to vote at such meeting, either in person or by proxy
appointed by instrument in writing subscribed by such stockholder or his
duly authorized attorney.
All elections shall be had and all questions decided by a majority of the
votes cast at a duly constituted meeting, except as otherwise provided by
statute or by the Articles of Incorporation or by these By-Laws.
At any election of Directors, the Chairman of the meeting may, and upon
the request of the holders of ten percent (10%) of the stock entitled to
vote at such election shall, appoint two inspectors of election who shall
first subscribe an oath or affirmation to execute faithfully the duties of
inspectors at such election with strict impartiality and according to the
best of their ability, and shall after the election make a certificate of
the result of the vote taken. No candidate for the office of Director
shall be appointed such Inspector.
Section 1.8. Conduct of Stockholders' Meetings. The meetings of the
stockholders shall be presided over by the Chairman of the Board, or if he
is not present, by the President, or if he is not present, by a
Vice-President, or if none of them is present, by a Chairman to be elected
at the meeting. The Secretary of the Corporation, if present, shall act as
a Secretary of such meetings, or if he is not present, an Assistant
Secretary shall so act; if neither the Secretary nor the Assistant
Secretary is present, then the meeting shall elect its Secretary.
Section 1.9. Concerning Validity of Proxies, Ballots, etc. At every
meeting of the stockholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the Secretary
of the meeting, who shall decide all questions touching the qualification
of voters, the validity of the proxies and the acceptance or rejection of
votes, unless inspectors of election shall have been appointed by the
Chairman of the meeting, in which event such inspectors of election shall
decide all such questions. Unless a proxy provides otherwise, it is not
valid for more than eleven months after its date.
Section 1.10. Action Without Meeting. Any action to be taken by
stockholders may be taken without a meeting if (1) all stockholders
entitled to vote on the matter consent to the action in writing, (2) all
stockholders entitled to notice of the meeting but not entitled to vote at
it sign a written waiver of any right to dissent and (3) said consents and
waivers are filed with the records of the meetings of stockholders. Such
consent shall be treated for all purposes as a vote at the meeting.
ARTICLE II
Board of Directors
ARTICLE II Section 2.1. Function of Directors. The business and affairs
of the Corporation shall be conducted and managed under the direction of
its Board of Directors. All powers of the Corporation shall be exercised
by or under authority of the Board of Directors except as conferred on or
reserved to the stockholders by statute.
Section 2.2. Number of Directors. The Board of Directors shall consist
of not more than twelve (12) Directors nor less than such number of
Directors as may be permitted under Maryland law, as may be determined from
time to time by vote of a majority of the Directors then in office.
Directors need not be stockholders.
Section 2.3. Classes of Directors. The Directors shall be divided into
three classes, designated Class I, Class II and Class III. All classes
shall be as nearly equal in number as possible. The Directors as initially
classified shall hold office for terms as follows: the Class I Directors
shall hold office until the date of the annual meeting of stockholders in
1995 or until their successors shall be elected and qualified; the Class II
Directors shall hold office until the date of the annual meeting of
stockholders in 1996 or until their successors shall be elected and
qualified; and the Class III Directors shall hold office until the date of
the annual meeting of stockholders in 1997 or until their successors shall
be elected and qualified. Upon expiration of the term of office of each
class as set forth above, the Directors in each class shall be elected for
a term of three years to succeed the Directors whose terms of office
expire, except that the Directors elected in 1998 and 1999 shall be elected
for a term of two years and one year, respectively, to succeed the
Directors whose terms of office expire. Commencing on the date of the
annual meeting of stockholders in 2000, the Directors will no longer be
divided into classes and will each stand for election at such meeting and
on each annual meeting of stockholders held thereafter. Each Director
shall hold office until the expiration of his term and until his successor
shall have been elected and qualified.
Section 2.4. Vacancies. In case of any vacancy in the Board of
Directors through death, resignation or other cause, other than an increase
in the number of Directors, subject to the provisions of law, a majority of
the remaining Directors, although a majority is less than a quorum, by an
affirmative vote, may elect a successor to hold office until the next
annual meeting of stockholders or until his successor is chosen and
qualified.
Section 2.5. Increase or Decrease in Number of Directors. The Board of
Directors, by the vote of a majority of the entire Board, may increase the
number of Directors and may elect Directors to fill the vacancies created
by any such increase in the number of Directors until the next annual
meeting of stockholders or until their successors are duly chosen and
qualified. The Board of Directors, by the vote of a majority of the entire
Board, may likewise decrease the number of Directors to a number not less
than that permitted by law.
Section 2.6. Place of Meeting. The Directors may hold their meetings
within or outside the State of Maryland, at any office or offices of the
Corporation or at any other place as they may from time to time determine.
Section 2.7. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such time and on such notice as the Directors
may from time to time determine.
The annual meeting of the Board of Directors shall be held as soon as
practicable after the annual meeting of the stockholders for the election
of Directors.
Section 2.8. Special Meetings. Special meetings of the Board of
Directors may be held from time to time upon call of the Chairman of the
Board, the President, the Secretary or two or more of the Directors, by
oral or telegraphic or written notice duly served on or sent or mailed to
each Director not less than one day before such meeting.
Section 2.9. Notices. Unless required by statute or otherwise
determined by resolution of the Board of Directors in accordance with these
By-laws, notices to Directors need not be in writing and need not state the
business to be transacted at or the purpose of any meeting, and no notice
need be given to any Director who is present in person or to any Director
who, in writing executed and filed with the records of the meeting either
before or after the holding thereof, waives such notice. Waivers of notice
need not state the purpose or purposes of such meeting.
Section 2.10. Quorum. One-third of the Directors then in office shall
constitute a quorum for the transaction of business, provided that if there
is more than one Director, a quorum shall in no case be less than two
Directors. If at any meeting of the Board there shall be less than a
quorum present, a majority of those present may adjourn the meeting from
time to time until a quorum shall have been obtained. The act of the
majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Directors, except as may be otherwise specifically
provided by statute or by the Articles of Incorporation or by these
By-Laws.
Section 2.11. Executive Committee. The Board of Directors may appoint
from the Directors an Executive Committee to consist of such number of
Directors (not less than two) as the Board may from time to time determine.
The Chairman of the Committee shall be elected by the Board of Directors.
The Board of Directors shall have power at any time to change the members
of such Committee and may fill vacancies in the Committee by election from
the Directors. When the Board of Directors is not in session, to the extent
permitted by law, the Executive Committee shall have and may exercise any
or all of the powers of the Board of Directors in the management and
conduct of the business and affairs of the Corporation. The Executive
Committee may fix its own rules of procedure, and may meet when and as
provided by such rules or by resolution of the Board of Directors, but in
every case the presence of a majority shall be necessary to constitute a
quorum. During the absence of a member of the Executive Committee, the
remaining members may appoint a member of the Board of Directors to act in
his place.
Section 2.12. Other Committees. The Board of Directors may appoint from
the Directors other committees which shall in each case consist of such
number of Directors (not less than two) and shall have and may exercise
such powers as the Board may determine in the resolution appointing them.
A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of
Directors shall otherwise provide. The Board of Directors shall have power
at any time to change the members and powers of any such committee, to fill
vacancies and to discharge any such committee.
Section 2.13. Telephone Meetings. Members of the Board of Directors or
a committee of the Board of Directors may participate in a meeting by means
of a conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other at the same time.
Participation in a meeting by these means, subject to the provisions of the
Investment Company Act of 1940, as amended, constitutes presence in person
at the meeting.
Section 2.14. Action Without a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or any
committee thereof may be taken without a meeting, if a written consent to
such action is signed by all members of the Board or of such committee, as
the case may be, and such written consent is filed with the minutes of the
proceedings of the Board or such committee.
Section 2.15. Compensation of Directors. No Director shall receive any
stated salary or fees from the Corporation for his services as such if such
Director is, otherwise than by reason of being such Director, an interested
person (as such term is defined by the Investment Company Act of 1940, as
amended) of the Corporation or of its investment manager or principal
underwriter. Except as provided in the preceding sentence, Directors shall
be entitled to receive such compensation from the Corporation for their
services as may from time to time be voted by the Board of Directors.
ARTICLE III
Officers
ARTICLE III Section 3.1. Executive Officers. The executive officers of
the Corporation shall be chosen by the Board of Directors. These may
include a Chairman of the Board of Directors (who shall be a Director) and
shall include a President, a Secretary and a Treasurer. The Board of
Directors or the Executive Committee may also in its discretion appoint one
or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers and
other officers, agents and employees, who shall have such authority and
perform such duties as the Board of Directors or the Executive Committee
may determine. The Board of Directors may fill any vacancy which may occur
in any office. Any two offices, except those of President and
Vice-President, may be held by the same person, but no officer shall
execute, acknowledge or verify any instrument in more than one capacity, if
such instrument is required by law or these By-Laws to be executed,
acknowledged or verified by two or more officers.
Section 3.2. Term of Office. The term of office of all officers shall
be one year and until their respective successors are chosen and qualified.
Any officer may be removed from office at any time with or without cause by
the vote of a majority of the whole Board of Directors. Any officer may
resign his office at any time by delivering a written resignation to the
Corporation and, unless otherwise specified therein, such resignation shall
take effect upon delivery.
Section 3.3. Powers and Duties. The officers of the Corporation shall
have such powers and duties as shall be stated in a resolution of the Board
of Directors, or the Executive Committee and, to the extent not so stated,
as generally pertain to their respective offices, subject to the control of
the Board of Directors and the Executive Committee.
Section 3.4. Surety Bonds. The Board of Directors may require any
officer or agent of the Corporation to execute a bond (including, without
limitation, any bond required by the Investment Company Act of 1940, as
amended, and the rules and regulations of the Securities and Exchange
Commission) to the Corporation in such sum and with such surety or sureties
as the Board of Directors may determine, conditioned upon the faithful
performance of his duties to the Corporation, including responsibility for
negligence and for the accounting of any of the Corporation's property,
funds or securities that may come into his hands.
ARTICLE IV
Capital Stock
ARTICLE IV Section 4.1. Certificates for Shares. Each stockholder of the
Corporation shall be entitled to a certificate or certificates for the full
number of shares of stock of the Corporation owned by him in such form as
the Board may from time to time prescribe.
Section 4.2. Transfer of Shares. Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in
person or by his duly authorized attorney or legal representative, upon
surrender and cancellation of certificates, if any, for the same number of
shares, duly endorsed or accompanied by proper instruments of assignment
and transfer, with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require; in the case of shares not
represented by certificates, the same or similar requirements may be
imposed by the Board of Directors.
Section 4.3. Stock Ledgers. The stock ledgers of the Corporation,
containing the names and addresses of the stockholders and the number of
shares held by them respectively, shall be kept at the principal offices of
the Corporation or, if the Corporation employs a Transfer Agent, at the
offices of the Transfer Agent of the Corporation.
Section 4.4. Transfer Agents and Registrars. The Board of Directors may
from time to time appoint or remove transfer agents and/or registrars of
transfers of shares of stock of the Corporation, and it may appoint the
same person as both transfer agent and registrar. Upon any such
appointment being made, all certificates representing shares of capital
stock thereafter issued shall be countersigned by one of such transfer
agents or by one of such registrars of transfers or by both and shall not
be valid unless so countersigned. If the same person shall be both
transfer agent and registrar, only one countersignature by such person
shall be required.
Section 4.5. Lost, Stolen or Destroyed Certificates. The Board of
Directors or the Executive Committee or any officer or agent authorized by
the Board of Directors or Executive Committee may determine the conditions
upon which a new certificate of stock of the Corporation of any class may
be issued in place of a certificate which is alleged to have been lost,
stolen or destroyed; and may, in its discretion, require the owner of such
certificate or such owner's legal representative to give bond, with
sufficient surety, to the Corporation and each Transfer Agent, if any, to
indemnify it and each such Transfer Agent against any and all loss or
claims which may arise by reason of the issue of a new certificate in the
place of the one so lost, stolen or destroyed.
ARTICLE V
Corporate Seal; Location of
Offices; Books; Net Asset Value
ARTICLE V Section 5.1. Corporate Seal. The Board of Directors may
provide for a suitable corporate seal, in such form and bearing such
inscriptions as it may determine. Any officer or director shall have the
authority to affix the corporate seal. If the Corporation is required to
place its corporate seal to a document, it shall be sufficient to place the
word "(seal)" adjacent to the signature of the authorized officer of the
Corporation signing the document.
Section 5.2. Location of Offices. The Corporation shall have a
principal office in the State of Maryland. The Corporation may, in
addition, establish and maintain such other offices as the Board of
Directors or any officer may, from time to time, determine.
Section 5.3. Books and Records. The books and records of the
Corporation shall be kept at the places, within or without the State of
Maryland, as the directors or any officer may determine; provided, however,
that the original or a certified copy of the by-laws, including any
amendments to them, shall be kept at the Corporation's principal executive
office.
Section 5.4. Annual Statement of Affairs. The President or any other
executive officer of the Corporation shall prepare annually a full and
correct statement of the affairs of the Corporation, to include a balance
sheet and a financial statement of operations for the preceding fiscal
year. The statement of affairs should be submitted at the annual meeting
of stockholders and, within 20 days of the meeting, placed on file at the
Corporation's principal office.
Section 5.5. Net Asset Value. The value of the Corporation's net assets
shall be determined at such times and by such method as shall be
established from time to time by the Board of Directors.
ARTICLE VI
Fiscal Year and Accountant
ARTICLE VI Section 6.1. Fiscal Year. The fiscal year of the Corporation,
unless otherwise fixed by resolution of the Board of Directors, shall begin
on the 1st day of November and shall end on the 31st day of October in each
year.
Section 6.2. Accountant. The Corporation shall employ an independent
public accountant or a firm of independent public accountants as its
Accountant to examine the accounts of the Corporation and to sign and
certify financial statements filed by the Corporation. The employment of
the Accountant shall be conditioned upon the right of the Corporation to
terminate the employment forthwith without any penalty by vote of a
majority of the outstanding voting securities at any stockholders' meeting
called for that purpose.
ARTICLE VII
Indemnification and Insurance
ARTICLE VII Section 7.1. General. The Corporation shall indemnify
directors, officers, employees and agents of the Corporation against
judgments, fines, settlements and expenses to the fullest extent authorized
and in the manner permitted, by applicable federal and state law.
Section 7.2. Indemnification of Directors and Officers. The Corporation
shall indemnify to the fullest extent permitted by law (including the
Investment Company Act of 1940, as amended) as currently in effect or as
the same may hereafter be amended, any person made or threatened to be made
a party to any action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that such person or
such person's testator or intestate is or was a director or officer of the
Corporation or serves or served at the request of the Corporation any other
enterprise as a director or officer. To the fullest extent permitted by
law (including the Investment Company Act of 1940, as amended) as currently
in effect or as the same may hereafter be amended, expenses incurred by any
such person in defending any such action, suit or proceeding shall be paid
or reimbursed by the Corporation promptly upon receipt by it of an
undertaking of such person to repay such expenses if it shall ultimately be
determined that such person is not entitled to be indemnified by the
Corporation. The rights provided to any person by this Article VII shall be
enforceable against the Corporation by such person who shall be presumed to
have relied upon it in serving or continuing to serve as a director or
officer as provided above. No amendment of this Article VII shall impair
the rights of any person arising at any time with respect to events
occurring prior to such amendment. For purposes of this Article VII, the
term "Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent)
absorbed by the Corporation in a consolidation or merger; the term "other
enterprises" shall include any corporation, partnership, joint venture,
trust or employee benefit plan; service "at the request of the Corporation"
shall include service as a director or officer of the Corporation which
imposes duties on, or involves services by, such director or officer with
respect to an employee benefit plan, its participants or beneficiaries; any
excise taxes assessed on a person with respect to an employee benefit plan
shall be deemed to be indemnifiable expenses; and action by a person with
respect to any employee benefit plan which such person reasonably believes
to be in the interest of the participants and beneficiaries of such plan
shall be deemed to be action not opposed to the best interests of the
Corporation.
Section 7.3. Insurance. Subject to the provisions of the Investment
Company Act of 1940, as amended, the Corporation, directly, through third
parties or through affiliates of the Corporation, may purchase, or provide
through a trust fund, letter of credit or surety bond insurance on behalf
of any person who is or was a Director, officer, employee or agent of the
Corporation, or who, while a Director, officer, employee or agent of the
Corporation, is or was serving at the request of the Corporation as a
Director, officer, employee, partner, trustee or agent of another foreign
or domestic corporation, partnership joint venture, trust or other
enterprise against any liability asserted against and incurred by such
person in any such capacity or arising out of such person's position,
whether or not the Corporation would have the power to indemnify such
person against such liability.
ARTICLE VIII
Custodian
ARTICLE VIII The Corporation shall have as custodian or custodians one or
more trust companies or banks of good standing, foreign or domestic, as may
be designated by the Board of Directors, subject to the provisions of the
Investment Company Act of 1940, as amended, and other applicable laws and
regulations; and the funds and securities held by the Corporation shall be
kept in the custody of one or more such custodians, provided such custodian
or custodians can be found ready and willing to act, and further provided
that the Corporation and/or the Custodians may employ such subcustodians as
the Board of Directors may approve and as shall be permitted by law.
ARTICLE IX
Nothing in these By-Laws protects or purports to protect any director or
officer against any liability to the Corporation or its security holders to
which he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.
ARTICLE X
Amendment of By-Laws
ARTICLE X The By-Laws of the Corporation may be altered, amended, added to
or repealed only by majority vote of the entire Board of Directors.
