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:
[X] 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 Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
(Name of Registrant as Specified In Its Charter)
(IF YOU CHECKED "FILED BY REGISTRANT ABOVE" DO NOT FILL THIS
IN: 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:
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FIDELITY GROWTH COMPANY FUND
FIDELITY EMERGING GROWTH FUND
FIDELITY NEW MILLENNIUM(REGISTERED) FUND
TELEPHONE VOTING SCRIPT
INTRODUCTION
HELLO, MR./MS. (SHAREHOLDER). MY NAME IS ___________. I AM CALLING ON BEHALF OF
FIDELITY INVESTMENTS FOLLOWING UP ON A RECENT PROXY MAILING THEY SENT YOU
REGARDING THE ____________ (THREE OPTIONS: FIDELITY GROWTH COMPANY FUND,
FIDELITY EMERGING GROWTH FUND, FIDELITY NEW MILLENNIUM FUND). I'M ASSISTING
FIDELITY IN CONNECTION WITH THE PROXY VOTE TO APPROVE SEVERAL IMPORTANT
PROPOSALS THAT AFFECT THE FUND AND YOUR INVESTMENT IN IT. I AM CALLING YOU TO
ENCOURAGE YOU TO VOTE YOUR PROXY IF YOU HAVE NOT YET DONE SO.
HAVE YOU RECEIVED THE __________ (THREE OPTIONS: FIDELITY GROWTH COMPANY FUND,
FIDELITY EMERGING GROWTH FUND, FIDELITY NEW MILLENNIUM FUND ) PROXY MATERIAL?
THE PACKAGE WAS MAILED IN NOVEMBER. (Describe the mailings to the shareholder if
he/she does not recall it ==> 6"x9" envelope with yellow and black bar down the
side.)
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 January 13th. Inform the shareholder that if
he/she wishes to vote by fax, he/she may do so. 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 JANUARY 13TH. IF YOU WOULD LIKE TO VOTE BY
FAX, YOU MAY FAX YOUR SIGNED PROXY CARD TO 888-451-8683. 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 JANUARY 13TH. IF YOU WOULD LIKE TO
VOTE BY FAX, YOU MAY FAX YOUR SIGNED PROXY CARD TO 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 1-800-544-8888, 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 CALLING __________
(THREE OPTIONS: FIDELITY GROWTH COMPANY FUND, FIDELITY EMERGING GROWTH
FUND, FIDELITY NEW MILLENNIUM FUND) SHAREHOLDERS 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 PLEASE SPEAK 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 YES and Premium customer:
Conference in Fidelity at 1-800-544-4442. Note: Premium hours are
8am-8pm across all time zones, Monday through Friday. When prompted
enter Premium team number (do not enter "005" for Team 005. For Team
005, enter 5). If you do not have the team number, stay on the line,
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 CALLING ________
(THREE OPTIONS: FIDELITY GROWTH COMPANY FUND, FIDELITY EMERGING GROWTH
FUND, FIDELITY NEW MILLENNIUM FUND) SHAREHOLDERS TO ENCOURAGE THEM TO
VOTE THE PROXY THAT WAS RECENTLY MAILED TO THEM. I HAVE A PREMIUM
SHAREHOLDER ON HOLD AND HE/SHE HAS FURTHER QUESTIONS I AM UNABLE TO
ANSWER. COULD YOU PLEASE SPEAK 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.)
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If NO: POLITELY refer them to Fidelity at 1-800-544-8888. 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 1-800-544-8888. 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-
544-8888. (end call)
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 proposal.
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COULD I PLEASE HAVE THE LAST FOUR DIGITS OF YOUR SOCIAL
SECURITY NUMBER? (If it doesn't match, asfor 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.)
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.":
FIDELITY GROWTH COMPANY FUND
THE PROPOSALS ARE (1) TO ELECT A BOARD OF TRUSTEES; (2) TO
RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS OF THE FUND; (3) TO AUTHORIZE THE
TRUSTEES TO ADOPT AN AMENDED AND RESTATED DECLARATION OF
TRUST; (4) TO APPROVE AN AMENDED MANAGEMENT CONTRACT,
INCLUDING A CHANGE IN PERFORMANCE ADJUSTMENT BENCHMARK, FOR
FIDELITY GROWTH COMPANY FUND; (7) TO APPROVE A DISTRIBUTION
AND SERVICE PLAN PURSUANT TO RULE 12B-1 FOR FIDELITY GROWTH
COMPANY FUND; (8) TO MAKE FIDELITY GROWTH COMPANY FUND'S
FUNDAMENTAL POLICY CONCERNING INVESTMENTS IN COMMON STOCK
AND SECURITIES CONVERTIBLE INTO COMMON STOCK
NON-FUNDAMENTAL; (9) TO AMEND THE FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING DIVERSIFICATION TO EXCLUDE SECURITIES
OF OTHER INVESTMENT COMPANIES FROM THE LIMITATION FOR
FIDELITY GROWTH COMPANY FUND.
DO YOU VOTE "FOR", "AGAINST" OR "ABSTAIN?"
FIDELITY EMERGING GROWTH FUND
THE PROPOSALS ARE (1) TO ELECT A BOARD OF TRUSTEES; (2) TO
RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS OF THE FUND; (3) TO AUTHORIZE THE
TRUSTEES TO ADOPT AN AMENDED AND RESTATED DECLARATION OF
TRUST; (5) TO APPROVE AN AMENDED MANAGEMENT CONTRACT,
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INCLUDING A CHANGE IN PERFORMANCE ADJUSTMENT BENCHMARK, FOR
FIDELITY EMERGING GROWTH FUND; (7) TO APPROVE A
DISTRIBUTION AND SERVICE PLAN PURSUANT TO RULE 12B-1 FOR
FIDELITY EMERGING GROWTH FUND; (9) TO AMEND THE FUNDAMENTAL
INVESTMENT LIMITATION CONCERNING DIVERSIFICATION TO EXCLUDE
SECURITIES OF OTHER INVESTMENT COMPANIES FROM THE
LIMITATION FOR FIDELITY EMERGING GROWTH FUND.
DO YOU VOTE "FOR", "AGAINST" OR "ABSTAIN?"
FIDELITY NEW MILLENNIUM FUND
THE PROPOSALS ARE (1) TO ELECT A BOARD OF TRUSTEES; (2) TO
RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS
INDEPENDENT ACCOUNTANTS OF THE FUND; (3) TO AUTHORIZE THE
TRUSTEES TO ADOPT AN AMENDED AND RESTATED DECLARATION OF
TRUST; (6) TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR
FIDELITY NEW MILLENNIUM FUND; (7) TO APPROVE A DISTRIBUTION
AND SERVICE PLAN PURSUANT TO RULE 12B-1 FOR FIDELITY NEW
MILLENNIUM FUND; (9) TO AMEND THE FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING DIVERSIFICATION TO EXCLUDE SECURITIES
OF OTHER INVESTMENT COMPANIES FROM THE LIMITATION FOR
FIDELITY NEW MILLENNIUM FUND.
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
JANUARY 13TH. IF YOU WOULD LIKE TO VOTE BY FAX, YOU MAY FAX
YOUR SIGNED PROXY CARD TO 888-451-8683. THANK YOU FOR YOUR
TIME THIS EVENING. (End call.)
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FIDELITY GROWTH COMPANY FUND
FIDELITY EMERGING GROWTH FUND
FIDELITY NEW MILLENNIUM(REGISTERED) FUND
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_______
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FIDELITY GROWTH COMPANY FUND
FIDELITY EMERGING GROWTH FUND
FIDELITY NEW MILLENNIUM(REGISTERED) FUND
Script for Leaving a Message on an Answering Machine
HELLO, MR./MS. (SHAREHOLDER). MY NAME IS ___________. I AM CALLING ON BEHALF OF
FIDELITY INVESTMENTS FOLLOWING UP ON RECENT PROXY MAILING THEY SENT YOU
REGARDING THE ________ (THREE OPTIONS: FIDELITY GROWTH COMPANY FUND, FIDELITY
EMERGING GROWTH FUND, FIDELITY NEW MILLENNIUM FUND). I'M ASSISTING FIDELITY IN
CONNECTION WITH THE PROXY VOTE TO APPROVE SEVERAL IMPORTANT PROPOSALS THAT
AFFECT THE FUND AND YOUR INVESTMENT IN IT.
AS AN OWNER OF THE________ (THREE OPTIONS: FIDELITY GROWTH COMPANY FUND,
FIDELITY EMERGING GROWTH FUND, FIDELITY NEW MILLENNIUM FUND), YOU SHOULD HAVE
RECEIVED PROXY MATERIALS IN THE MAIL. AT YOUR EARLIEST CONVENIENCE, PLEASE SIGN,
DATE AND MAIL THE PROXY CARD IN THE RETURN ENVELOPE PROVIDED TO YOU. IF YOU HAVE
ANY QUESTIONS ABOUT THE PROPOSALS OR DID NOT RECEIVE ANY PROXY MATERIAL, PLEASE
CALL FIDELITY AT 1-800-544-8888 [IF PREMIUM, ... PLEASE CALL YOUR FIDELITY
PREMIUM SERVICES TEAM AT 1-800-544-4442 FROM 8AM - 8 pM ACROSS ALL TIME ZONES,
MONDAY THROUGH FRIDAY]. THANK YOU FOR YOUR TIME.
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Q&A
WHAT ROLE DOES THE BOARD PLAY? (PROPOSAL 1)
The Trustees oversee the investment policies of each fund. Members of the Board
are fiduciaries and 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 review contractual arrangements with companies that provide
services to the funds.
WHAT IS THE ROLE OF THE INDEPENDENT ACCOUNTANTS? (PROPOSAL 2) The independent
accountants examine annual financial statements for the funds and provide other
audit and tax-related services. They also sign or certify any financial
statements of the funds that are required by law to be independently certified
and filed with the Securities and Exchange Commission (SEC).
WHY ARE THE FUNDS PROPOSING TO ADOPT AN AMENDED AND RESTATED DECLARATION OF
TRUST? (PROPOSAL 3)
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 in the best interests of the funds' 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. The new Declaration of Trust amends the current
Declaration of Trust in a number of significant ways. Please review the proxy
statement for specific details.
WHY IS EACH FUND PROPOSING AN AMENDED MANAGEMENT CONTRACT? (PROPOSALS 4, 5, AND
6)
The amended management contract provides for lower management fees to be paid to
Fidelity Management & Research Company (FMR) when FMR's assets under management
exceed certain levels, and provides for a more precise calculation of the
performance adjustment (rounding to more decimal places). Each fund's amended
management contract also allows FMR and the trust, on behalf of each fund, to
modify the funds' management contracts subject to the requirements of the
Investment Company Act of 1940.
In addition, the amended management contracts for Fidelity Growth Company Fund
and Fidelity Emerging Growth Fund (Proposals 4 and 5) change the benchmarks used
to calculate each fund's performance adjustments. The performance adjustments
provide that FMRs management fee may be increased or decreased based on each
fund's performance relative to a market benchmark.
WHY ARE FIDELITY GROWTH COMPANY FUND AND FIDELITY EMERGING GROWTH FUND PROPOSING
TO CHANGE THEIR PERFORMANCE ADJUSTMENT BENCHMARKS? (PROPOSALS 4 & 5)
Fidelity Growth Company Fund currently uses the S&P 500 (Current Index) as its
benchmark to calculate its performance adjustment. If the proposal is approved,
the fund will change its benchmark to the Russell 3000 Growth Index (Proposed
Index). The Proposed Index is designed to measure the performance of "growth"
stocks (those with higher price-to-book ratios and higher forecasted growth
values). The Proposed Index includes those companies within the 3,000 largest
U.S. companies (ranked by market capitalization) whose stocks are considered
growth stocks according to these criteria. The Proposed Index, with its focus on
growth stocks, is a more appropriate performance benchmark for the fund's growth
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stock strategy than the Current Index, which is designed as a measure of the
performance of the overall U.S. stock market and thus includes both "growth" and
"value" stocks.
Fidelity Emerging Growth Fund currently uses the Russell 2000 Index (Current
Index), an index of small cap stocks, as its benchmark to calculate its
performance adjustment. If the proposal is approved, the fund will change its
benchmark to the Russell MidCap Growth Index (Proposed Index). The Proposed
Index is designed to measure the performance of medium-sized "growth" stocks
(those with higher price-to-book ratios and higher forecasted growth values).
The Proposed Index includes those companies among the 800 U.S. companies ranked
number 201 to 1,000 in market capitalization terms whose stocks are considered
growth stocks according to these criteria. The Proposed Index emphasizes the
"growth" investment style while the Current Index includes both "growth" and
"value" stocks. The Proposed Index also focuses on mid-cap stocks, rather than
the small-cap stocks making up the Current Index, recognizing that companies
with high growth characteristics are not necessarily exclusively small
capitalization companies. The Proposed Index, with its focus on growth stocks of
medium sized companies is a more appropriate performance benchmark for the
fund's growth stock strategy than the Current Index.
WOULD APPROVAL OF THE AMENDED MANAGEMENT CONTRACTS FOR FIDELITY GROWTH COMPANY
FUND AND FIDELITY EMERGING GROWTH FUND CHANGE THE PORTFOLIO MANAGERS' STRATEGIES
FOR THESE FUNDS? (PROPOSAL 4 & 5)
No. Both funds are currently pursuing strategies focusing on growth stocks, and
FMR anticipates that they would continue to do so if the proposals are approved.
WOULD APPROVAL OF THE AMENDED MANAGEMENT CONTRACTS FOR FIDELITY GROWTH COMPANY
FUND AND FIDELITY EMERGING GROWTH FUND INVOLVE CHANGES TO THE FUNDS' INVESTMENT
POLICIES OR GUIDELINES? (PROPOSAL 4 & 5)
The proposal would not change any investment policies for Fidelity Growth
Company Fund. For Fidelity Emerging Growth Fund, approval would result in
changes to the fund's investment policies as well as a change in its name.
Fidelity Emerging Growth Fund's prospectus currently defines emerging growth
companies as those that are in the development stage of their lifecycle, and
that offer the potential for accelerated earnings or revenue growth. It also
states that the fund will focus on companies with market capitalizations of $5
billion or less, but that emerging growth companies may be of any size. If the
proposal is approved, the references to emerging growth companies and specific
market capitalization figures will be replaced by a more general investment
policy, focusing the fund on medium sized companies while preserving the ability
to make substantial investments in smaller or larger companies. In addition, the
fund's name would be changed to Fidelity Aggressive Growth Fund if the proposal
is approved.
WHAT IS A DISTRIBUTION AND SERVICE PLAN, AND WHY ARE FIDELITY GROWTH COMPANY
FUND, FIDELITY EMERGING GROWTH FUND, AND FIDELITY NEW MILLENNIUM FUND PROPOSING
TO ADOPT ONE? (PROPOSAL 7)
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 Investment Company Act
of 1940. 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 which 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
9
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.
WHAT IS THE BENEFIT OF MAKING FIDELITY GROWTH COMPANY FUND'S CURRENT FUNDAMENTAL
POLICY CONCERNING INVESTMENTS IN COMMON STOCK AND SECURITIES CONVERTIBLE INTO
COMMON STOCK NON-FUNDAMENTAL? (PROPOSAL 8)
The primary purpose of the proposal is to revise the fund's investment
limitations to conform to limitations which are standard for similar types of
funds managed by FMR. By making the fund's fundamental (cannot be changed
without shareholder approval) policy concerning investments in common stock and
securities convertible into common stock non-fundamental (future changes to the
policy would only require approval by the Board of Trustees, not shareholders),
the fund will also be able to comply with the recently revised SEC requirements
for concise, understandable descriptions of investment objectives and policies.
In addition, by making this fundamental policy non-fundamental, the Trustees
will be able to react more quickly, if necessary, when the SEC adopts a
definitive version of its proposed name test rule (Name Test Rule) without the
delay and expense of a shareholder meeting. The Name Test Rule governs the use
of mutual fund names and, when eventually adopted by the SEC, may apply to the
fund. It is not known what the final rule will require. It is anticipated that
the approval of the proposal will not materially affect the manner in which the
fund is managed, its investment performance, or the securities or instruments in
which the fund invests.
WHAT IS THE BENEFIT OF AMENDING THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
DIVERSIFICATION TO EXCLUDE SECURITIES OF OTHER INVESTMENT COMPANIES FROM THE
LIMITATION FOR FIDELITY GROWTH COMPANY FUND, FIDELITY EMERGING GROWTH FUND, AND
FIDELITY NEW MILLENNIUM FUND? (PROPOSAL 9)
This proposal would permit the funds, subject to the requirements of the
Investment Company Act of 1940, to invest without limit in the securities of
other investment companies. As a result of an exemption granted by the SEC, the
funds may invest up to 25% of its total assets in non-publicly offered money
market and short-term bond funds (the Central Funds) managed by FMR or an
affiliate of FMR. FMR anticipates that making use of the Central Funds will
benefit each fund by enhancing the efficiency of cash management and by
providing increased short-term investment opportunities.
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 November 16,
1998.
HOW DO I VOTE MY SHARES?
You can vote your shares by completing and signing the enclosed proxy card and
mailing it in the enclosed postage paid envelope. If you need any assistance, or
have any questions regarding the proposals or how to vote your shares, please
call Fidelity at 1-800-544-8888.
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."
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