SCHEDULE 14A INFORMATION | ||||
PROXY STATEMENT PURSUANT TO SECTION 14(a) | ||||
OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
Filed by the Registrant | [X] | |||
Filed by a Party other than the Registrant | [ ] | |||
Check the appropriate box: | ||||
[ ] | Preliminary Proxy Statement | |||
[ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
[ ] | Definitive Proxy Statement | |||
[X] | Definitive Additional Materials | |||
[ ] | Soliciting Material under Rule 14a-12 | |||
Fidelity Contrafund | ||||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
Payment of Filing Fee (Check the appropriate box): | ||||
[X] | No fee required. | |||
[ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which transaction applies: | |||
(2) | Aggregate number of securities to which transaction applies: | |||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: | |||
(4) | Proposed maximum aggregate value of transaction: | |||
(5) | Total Fee Paid: | |||
[ ] | Fee paid previously with preliminary materials. | |||
[ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid: | |||
(2) | Form, Schedule or Registration Statement No.: | |||
(3) | Filing Party: | |||
(4) | Date Filed: |
Fidelity® Contrafund®
Telephone Voting Script
Introduction
Hello, Mr./Ms. (Shareholder). My name is _______________________________.
Have you received theproxy materials? The package was mailed to you in late July.(Describe the mailings to the shareholder if he/she does not recall it ==> 6"x9" WHITE envelope P.O. Box 9131 Hingham, MA 02043-0131 return address.)
If NO: Confirm shareholder's address for the purpose of sending proxy materials.
Q: Could I please confirm your address for the purpose of sending proxy materials to you?
(If address is incorrect, please write down correct address at end of script under "Comments" and forward to Fidelity.)
Tell the shareholder that a new package will be mailed to him/her. Ask the shareholder to review the material upon receipt and vote his/her shares by signing, dating and mailing the proxy card in the return envelope provided, before the shareholder meeting.
Then, inform the shareholder that if he/she wishes to vote by touch tone phone, toll-free, he/she may do so using the information located on the proxy card. Thank the shareholder for his/ her time. (End phone call.)
I will have a new proxy package mailed to you. Please review the material when you receive it and vote your shares by signing, dating and mailing the proxy card in the return envelope provided, to ensure that your vote is counted at the shareholder meeting scheduled for September19th. If you would like to vote by touch tone phone, toll-free, follow the instructions on your proxy card. Or, you may fax your signed proxy card to 1-888 - 451-VOTE(8683). Thank you for your time this evening.(End call.)
If YES:Q:Have you reviewed the material?
If NO:Please review the material at your earliest convenience and vote your shares by signing, dating and mailing the proxy card in the return envelope provided, to ensure that your vote is counted at the shareholder meeting scheduled on September 19th. If you would like to vote by touch tone phone, toll-free, follow the instructions on your proxy card. If you would like to vote by fax, you may fax your signed proxy card to 1-888-451-8683.
If YES:Do you have any questions?
If YES: Only answer questions using the proxy material. (See attached list of approved Q&A). (DO NOT GUESS). If the shareholder has questions that are account-specific and outside the scope of the proxy statement, ask if they would like to be transferred to a Fidelity representative.
If YES: Conference in Fidelity at 1-800-544-3198, introduce the customer, and transfer the call. (End call.)
I'd be glad to transfer you to a Fidelity representative right now to help answer your questions. Please hold while I call Fidelity. (Once Fidelity rep answers and customer is still on hold ==>This is ______from DF King. We are assisting Fidelity in callingFidelity Contrafundshareholders to encourage them to vote the proxy that was recently mailed to them. I have a shareholder on hold and they have further questions I am unable to answer. Could you pleasespeak to him/her? (Then conference call in customer and introduce customer to Fidelity rep ==>Hello, Mr./Ms. ______, I have ________ from Fidelity on the line and he/she'll be happy to help answer your questions. Thank you. (Transfer customer and end call.)
If NO:Politely refer them to Fidelity at 1-800-544-3198. Thank the shareholder for his/ her time. (End phone call.)
If shareholder sounds hostile:
Thank the shareholder for his/ her time. (End phone call.)
Okay, I will give you Fidelity's phone number in case you'd like to call them at another time. The phone number is 1-800-544-3198.
Thank you for your time this evening.(End call.)
If not hostile:After answering all questions, offer the shareholder the opportunity to vote by telephone. Let the shareholder know that you will be recording the next part of the call, to ensure accuracy in his/her vote. Confirm the shareholder's identity by having him/her repeat his/her full name, address and the last 4 digits of his/her social security number. Record the shareholder's vote on the proposal.
If the shareholder asks how the Board of Trustees voted, inform him/her that the Board of Trustees recommend a vote in favor of the proposals.
Inform the shareholder that a confirmation letter will be sent to him/her, with a phone number to call if an error was made in recording his/her vote, or if he/she wishes to change his/her vote for any reason. Thank the shareholder for his/her time, and end the phone call.
To facilitate your voting of the proxy, you can vote by telephone. If you would like to vote by telephone, the next part of our call will be recorded. This is to ensure accuracy of your vote. Also, we will be sending you a confirmation letter for your records with a phone number to call in case any error was made in recording your vote, or if you wish to change your vote for any reason.
Would you like to vote by telephone?
If NO:Politely refer him/her to Fidelity at 1-800-544-3198. (End call)
START HERE FOR INBOUND or RETURN CALLS:
If YES: Confirm the shareholder's identity by having him/her repeat their full name, address and the last 4 digits of his/her social security number. Record the shareholder's vote on the proposals.
Could I please have the last four digits of your social security number? (If it doesn't match, ask for the last four digits of the social security number on the account.)
(If customer does not feel comfortable giving any part of his/her social security number, empathize and say that we require identification through this method to take a vote over the phone. If the customer is still uncomfortable, explain that while you cannot take the vote over the phone, you can mail him/her proxy materials and they can vote by mail or touch tone phone, toll-free.)
I understand that you may feel uncomfortable giving part of your social security number over the phone. It is part of our required procedures, however, to ensure proper identification before we take any votes over the phone. Is this OK with you?(If customer agrees, proceed with vote. If customer doesn't agree, offer to send proxy materials.)
Agrees to Give Last Four Digits of SSN:
Now I will read you the proposals and ask you whether you vote"For", "Against", or "Abstain", or in the case of the Board of Trustees, whether you would like to vote "For all Nominees" or "Withhold Your Vote".
Fidelity® Contrafund®
The proposals are:
1. To authorize the Trustees to adopt an amended and restated Declaration of Trust.
2. To elect a Board of Trustees.(Do you vote "For all Nominees" or "Withhold your vote" for the nominees?(NOTE that shareholders can withhold authority to vote for any individual nominee(s); if they elect to do so, record the name(s) of the individual(s).)
3. To approve an amended management contract for the fund.
4. To approve an amended sub-advisory agreement with Fidelity Management & Research (U.K.) Inc. (FMR U.K.) for the fund.
5. To approve an amended sub-advisory agreement with Fidelity Management & Research (Far East) Inc. (FMR Far East) for the fund.
6. To approve a Distribution and Service plan pursuant to Rule 12b-1 for the fund.
7. To amend the fund's fundamental investment limitation concerning underwriting.
8. To amend the fund's fundamental investment limitation concerning lending.
Do you vote"For", "Against" or "Abstain?"
Thank you. As I mentioned, I'll be sure to send a confirmation of your vote to you by mail. Thanks for your time this evening.(End call.)
Does Not Agree to Give Last Four Digits of SSN: Unfortunately, I will not be able to take your vote over the phone. What I can do is have a new proxy package mailed to you. Please review the material when you receive it and vote your shares by signing, dating and mailing the proxy card in the return envelope provided, to ensure that your vote is counted at the shareholder meeting scheduled for September 19th. If you would like to vote by touch tone phone, toll-free, follow the instructions on your proxy card. If you would like to vote by fax, you may fax your signed proxy card to 1-888-451-VOTE (8683). Thank you for your time this evening.(End call.)
Fidelity Contrafund
Log Sheet
Date__________________
DF King Rep_________________
Address Correction
Social Security No. (record from database; do not ask shareholder)________________
Shareholder Name_______________________________________________________
Street Address _________________________________________________________
City_________________________ State_____________ Zip Code_________________
Materials to Be Sent
Proxy Card Only ________
Full Proxy Kit __________
Comments
Notable Shareholder Response____________________________________________
_____________________________________________________________________
_____________________________________________________________________
Other Comments________________________________________________________
______________________________________________________________________
______________________________________________________________________
Was Shareholder Transferred to Fidelity Representative? Yes_______ No________
Fidelity Contrafund
Script for Leaving a Message on an Answering Machine
Hello, Mr./Ms. (Shareholder). My name is ___________. I am calling on behalf of Fidelity Investments regarding theFidelity Contrafund proxy mailing they sent you recently. I'm assisting Fidelity in connection with the proxy vote to approve several important proposals that affect these funds. I've been asked to let you know that your proxy vote is urgently needed .
To vote, please sign, date and mail the proxy card in the return envelope provided to you. For touch tone voting, please see your proxy card. For independent, representative assisted voting, please call 1- 800-848-3155. Thank you very much.
If you have any questions please call Fidelity at 1-800 544-3198.
Q&A
Important information to help you understand and vote on the proposals
Please read the full text of the enclosed proxy statement. Below is a brief overview of the proposals to be voted upon. Your vote is important. We appreciate you placing your trust in Fidelity and look forward to helping you achieve your financial goals.
What proposals am I being asked to vote on?
You may be asked to vote on the following proposals:
1. To authorize the Trustees to adopt an amended and restated Declaration of Trust.
2. To elect a Board of Trustees.
3. To approve an amended management contract for the fund.
4. To approve an amended sub-advisory agreement with Fidelity Management & Research (U.K.) Inc. (FMR U.K.) for the fund.
5. To approve an amended sub-advisory agreement with Fidelity Management & Research (Far East) Inc. (FMR Far East) for the fund.
6. To approve a Distribution and Service plan pursuant to Rule 12b-1 for the fund.
7. To amend the fund's fundamental investment limitation concerning underwriting.
8. To amend the fund's fundamental investment limitation concerning lending.
Why is the fund proposing to adopt an amended and restated Declaration of Trust? (Proposal 1)
The proposal asks shareholders to approve an increase in the maximum number of Trustees from 12 to 14. This increase, if approved, will allow the Board to better organize itself and its committees in overseeing management of Fidelity funds. Additionally, the proposal asks shareholders to adopt an amended form of the Declaration of Trust (i.e., the fund's charter). The new Declaration of Trust is a more modern form of trust instrument for a Massachusetts business trust. It gives the Trustees more flexibility, and, subject to the applicable requirements of federal and state law, broader authority to act. This increased flexibility may allow the Trustees to react more quickly to changes in competitive and regulatory conditions.
Adoption of the new Declaration of Trust will not alter the Trustees' existing fiduciary obligations to act with due care and in the interests of shareholders. Before utilizing any new flexibility that the new Declaration of Trust may afford, the Trustees must first consider the shareholders' interests and act in accordance with such interests. Adoption of the new Declaration of Trust will not result in any changes in the investment policies described in the fund's current prospectus.
What role does the Board play? (Proposal 2)
The Trustees oversee the investment policies of the fund. Members of the Board are experienced executives who have an obligation to serve the best interests of shareholders, including approving policy changes such as those proposed in the proxy statement. In addition, the Trustees review fund performance, oversee fund activities and fees, and review the fund's contracts with Fidelity and other service providers. If Proposal 2 is approved, the thirteen nominees receiving the highest number of votes shall be elected to the Board. If Proposal 2 is not approved, those twelve nominees (not including Mr. Stavropoulos) receiving the highest number of votes shall be elected.
Why is the fund proposing an amended management contract? (Proposal 3)
The changes are twofold. First, the amended management contract would provide for lower management fees to be paid to Fidelity Management & Research Company (FMR) when FMR's assets under management exceed certain levels. The amended contract will result in a management fee that is the same as, or lower than, the fee payable under the Present Contract.
Second, the proposal would allow FMR and the fund to amend the management contract without shareholder vote if the Investment Company Act of 1940 (the 1940 Act) permits them to do so. For example, this would allow the management contract to be amended to reflect a management fee decrease without holding a shareholder meeting. In short, the proposed modification gives FMR and the trust added flexibility to amend the management contract subject to 1940 Act constraints.
What is a sub-advisory agreement and how will the proposed amended sub-advisory agreements affect the fund? (Proposal 4 & 5)
Generally, the sub-advisory agreements allow FMR increased access to more specialized investment expertise in foreign markets. The fund's amended sub-advisory agreements would allow FMR, FMR Far East, FMR U.K., and the trust, on behalf of the fund, to modify the fund's sub-advisory agreements subject to the requirements of the 1940 Act. FMR U.K., with its principal office in London, England, and FMR Far East, with its principal office in Tokyo, Japan, are wholly-owned subsidiaries of FMR. FMR pays all fees of FMR U.K. and FMR Far East under the fund's amended agreements. The amended agreements would not increase the fees paid to FMR by the fund.
What is a Distribution and Service Plan, and why is the fund proposing to adopt one? (Proposal 6)
The Distribution and Service Plan (the Plan) was approved by the Board of Trustees as provided for by Rule 12b-1 (the Rule) of the 1940 Act. The Rule provides that a mutual fund acting as a distributor of its shares must do so according to a written Plan describing all material aspects of the proposed financing of distribution. The Plan is designed to avoid legal uncertainties that may arise from ambiguities within the Rule.
The Plan dictates that all expenses relating to the distribution of fund shares shall be paid for by FMR, or Fidelity Distributors Corporation (FDC), a wholly owned subsidiary of FMR, out of past profits and other resources including management fees paid by a fund to FMR. The Plan does not authorize payments by the fund other than those that are to be made to FMR under its management contract.
Why is the fund proposing to amend the fundamental investment limitation concerning underwriting? (Proposal 7)
The primary purpose of the proposed amendment is to clarify the fund's fundamental investment limitation concerning underwriting to a limitation which is expected to become standard for all funds managed by FMR. The proposed amendment clarifies that the fund is not prohibited from investing in other investment companies, even if as a result of such investment, the funds are technically considered an underwriter under federal securities laws. Adoption of the proposed limitation is not expected to affect the way in which the fund is managed, the investment performance of the fund, or the securities or instruments in which the fund invests. Please review the proxy statement for details on the fundamental investment limitation.
Why is the fund proposing to amend the fundamental investment limitation concerning lending? (Proposal 8)
The primary purpose of the proposed amendment is to revise the fund's investment limitations to conform to limitations that are standard for similar types of funds managed by FMR. The proposed amendment clarifies that acquisitions of loans, loan participations or other debt instruments are not considered lending. Adoption of the proposed limitation is not expected to affect the way in which the fund is managed, the investment performance of the fund, or the securities or instruments in which the fund invests. Please review the proxy statement for details on the fundamental investment limitation.
Has the fund's Board of Trustees approved each proposal?
Yes. The Board of Trustees has unanimously approved all of the proposals and recommends that you vote to approve them.
How many votes am I entitled to cast?
As a shareholder, you are entitled to one vote for each dollar of net asset value you own of a fund on the record date. The record date is July 23, 2001.
How do I vote my shares?
You can vote your shares by completing and signing the enclosed proxy card(s) and mailing it in the enclosed postage paid envelope; or by touch-tone telephone using the toll-free number located on your proxy card. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Fidelity at 1-800-544-3198.
How do I sign the proxy card?
Individual Accounts: Shareholders should sign exactly as their names appear on the account registration shown on the card.
Joint Accounts: Either owner may sign, but the name of the person signing should conform exactly to a name shown in the registration.
All Other Accounts: The person signing must indicate his or her capacity. For example, a trustee for a trust or other entity should sign, "Ann B. Collins, Trustee."