SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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PROXY MATERIALS
I M P O R T A N T
PLEASE CAST YOUR VOTE NOW!
FIDELITY ASSET MANAGER
FIDELITY ASSET MANAGER: GROWTH
FIDELITY ASSET MANAGER: INCOME
SPARTAN INVESTMENT GRADE BOND FUND
Dear Investor:
I am writing to let you know that we have rescheduled the shareholder
meeting for the Fidelity Funds listed above for January 19,
2000, and that you have the opportunity to cast your vote on the
selection of independent accountants and the election of the Board of
Trustees. As you know, at the Funds' shareholder meeting in October,
we postponed the vote on the proposal to ratify the selection of
independent accountants after the Board of Trustees decided to appoint
Deloitte & Touche LLP as the Funds' independent accountants. When we
rescheduled that vote for January, we also rescheduled the vote to
elect a Board of Trustees, to give shareholders the opportunity to
vote on a new trustee expected to take office on January 1, 2000 after
another trustee retires. Adjourning the meeting and postponing the
vote allowed us time to prepare and provide you with revised proxy
materials. This package contains information about the
proposal s and the material to use when voting by mail.
Please read the enclosed materials and cast your vote on the proxy
card(s). PLEASE VOTE AND RETURN YOUR CARD(S) PROMPTLY, REGARDLESS OF
WHETHER YOU VOTED YOUR SHARES AT THE MEETING IN OCTOBER AND NO MATTER
HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
Neither the Funds nor their shareholders will bear the costs
associated with printing or mailing additional proxy materials or
reconvening the special meeting of shareholders. As we advised you by
letter in October, after the original proxy statement was mailed to
you on August 9, 1999, PricewaterhouseCoopers LLP communicated to
officers of the Funds that, as of that date, two
PricewaterhouseCoopers LLP professionals held shares of Asset Manager:
Growth. These investments were inconsistent with independence
standards pertaining to accountants. As a result, the Board of
Trustees decided to appoint Deloitte & Touche LLP as independent
accountants of the Funds.
The proposal to ratify the appointment of Deloitte & Touche LLP has
been considered carefully by the Board of Trustees. The Trustees, most
of whom are not affiliated with Fidelity, are responsible for
protecting your interests as a shareholder, and the Trustees believe
this proposal is in shareholders' best interest. They recommend that
you cast your vote to ratify the appointment of Deloitte & Touche LLP.
VOTING IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED. To cast
your vote, simply complete the proxy card(s) enclosed in the package.
Be sure to sign the card(s) before mailing it in the postage-paid
envelope.
If you have any questions before you vote, please call Fidelity at
1-800-544-8888. We'll be glad to help you get your vote in quickly.
Thank you for your participation in this important initiative.
Sincerely,
Eric D. Roiter
Secretary
You are being asked to vote on the following proposals:
1. TO ELECT A BOARD OF TRUSTEES.
The purpose of this proposal is to elect a Board of Trustees of the
Trust. Pursuant to the provisions of the Declaration of Trust of
Fidelity Charles Street Trust, the Trustees have determined that the
number of Trustees shall be fixed at twelve. It is intended that the
enclosed proxy card will be voted for the election as Trustees of the
twelve nominees listed below, unless such authority has been withheld
in the proxy card.
Except for Ned C. Lautenbach, all nominees named below are currently
Trustees of Fidelity Charles Street Trust and have served in that
capacity continuously since originally elected or appointed. Robert M.
Gates, William O. McCoy, and Robert C. Pozen were selected by the
trust's Nominating and Administration Committee and were appointed to
the Board in March 1997, January 1997, and August 1997, respectively.
None of the nominees are related to one another. Those nominees
indicated by an asterisk (*) are "interested persons" of the trust by
virtue of, among other things, their affiliation with either the
trust, the funds' investment adviser (FMR, or the Adviser), or the
funds' distribution agent, FDC. The business address of each nominee
who is an "interested person" is 82 Devonshire Street, Boston,
Massachusetts 02109, and the business address of all other nominees is
Fidelity Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235.
Except for Robert M. Gates, Ned C. Lautenbach, William O. McCoy, and
Robert C. Pozen, each of the nominees is currently a Trustee of 57
registered investment companies advised by FMR. Mr. Gates, Mr. McCoy
and Mr. Pozen are currently Trustees of 55 registered investment
companies advised by FMR. Mr. Lautenbach is not yet a Trustee of any
registered investment companies advised by FMR.
In the election of Trustees, those twelve nominees receiving the
highest number of votes cast at the Meeting, providing a quorum is
present, shall be elected.
Nominee (Age) Principal Occupation** Year of Election or Appointment
Ralph F. Cox (67) President of RABAR 1991
Enterprises (management
consulting-engineering
industry, 1994). Prior to
February 1994, he was
President of Greenhill
Petroleum Corporation
(petroleum exploration and
production). Until March
1990, Mr. Cox was President
and Chief Operating Officer
of Union Pacific Resources
Company (exploration and
production). He is a
Director of USA Waste
Services, Inc.
(non-hazardous waste, 1993),
CH2M Hill Companies
(engineering), Rio Grande,
Inc. (oil and gas
production), and Daniel
Industries (petroleum
measurement equipment
manufacturer). In addition,
he is a member of advisory
boards of Texas A&M
University and the
University of Texas at Austin.
Phyllis Burke Davis (67) Prior to her retirement in 1992
September 1991, Mrs. Davis
was the Senior Vice
President of Corporate
Affairs of Avon Products,
Inc. She is currently a
Director of BellSouth
Corporation
(telecommunications), Eaton
Corporation (manufacturing,
1991), and the TJX
Companies, Inc. (retail
stores), and previously
served as a Director of
Hallmark Cards, Inc.
(1985-1991) and Nabisco
Brands, Inc. In addition,
she is a member of the
President's Advisory Council
of The University of Vermont
School of Business
Administration.
Robert M. Gates (56) Consultant, author, and 1997
lecturer (1993). Mr. Gates
was Director of the Central
Intelligence Agency (CIA)
from 1991-1993. From 1989 to
1991, Mr. Gates served as
Assistant to the President
of the United States and
Deputy National Security
Advisor. Mr. Gates is a
Director of LucasVarity PLC
(automotive components and
diesel engines), Charles
Stark Draper Laboratory
(non-profit), NACCO
Industries, Inc. (mining and
manufacturing), and TRW Inc.
(original equipment and
replacement products). Mr.
Gates also is a Trustee of
the Forum for International
Policy and of the Endowment
Association of the College
of William and Mary. In
addition, he is a member of
the National Executive Board
of the Boy Scouts of America.
*Edward C. Johnson 3d (69) President, is Chairman, Chief 1981
Executive Officer and a
Director of FMR Corp.; a
Director and Chairman of the
Board and of the Executive
Committee of FMR; Chairman
and a Director of Fidelity
Investments Money
Management, Inc. (1998),
Fidelity Management &
Research (U.K.) Inc., and
Fidelity Management &
Research (Far East) Inc.
Donald J. Kirk (66) Executive-in-Residence (1995) 1987
at Columbia University
Graduate School of Business
and a financial consultant.
From 1987 to January 1995,
Mr. Kirk was a Professor at
Columbia University Graduate
School of Business. Prior to
1987, he was Chairman of the
Financial Accounting
Standards Board. Mr. Kirk
previously served as a
Director of General Re
Corporation (reinsurance,
1987-1998) and Valuation
Research Corp. (appraisals
and valuations, 1993-1995).
He serves as Chairman of the
Board of Directors of
National Arts Stabilization
Inc., Chairman of the Board
of Trustees of the Greenwich
Hospital Association,
Director of the Yale-New
Haven Health Services Corp.
(1998), a Member of the
Public Oversight Board of
the American Institute of
Certified Public
Accountants' SEC Practice
Section (1995), and as a
Public Governor of the
National Association of
Securities Dealers, Inc.
(1996).
Ned C. Lautenbach (55) Partner of Clayton, Dubilier N/A
& Rice, Inc. (private equity
investment firm) since
September 1998. Mr.
Lautenbach was Senior Vice
President of IBM Corporation
from 1992 until his
retirement in July 1998.
From 1993 to 1995 he was
Chairman of IBM World Trade
Corporation. He also was a
member of IBM's Corporate
Executive Committee from
1994 to July 1998. He is a
Director of PPG Industries
Inc. (glass, coating and
chemical manufacturer),
Dynatech Corporation (global
communications equipment),
Eaton Corporation (global
manufacturer of highly
engineered products) and
ChoicePoint Inc. (data
identification, retrieval,
storage, and analysis).
*Peter S. Lynch (56) Vice Chairman and Director of 1990
FMR. Prior to May 31, 1990,
he was a Director of FMR and
Executive Vice President of
FMR (a position he held
until March 31, 1991); Vice
President of Fidelity
Magellan Fund and FMR Growth
Group Leader; and Managing
Director of FMR Corp. Mr.
Lynch was also Vice
President of Fidelity
Investments Corporate
Services (1991-1992). In
addition, he serves as a
Trustee of Boston College,
Massachusetts Eye & Ear
Infirmary, Historic
Deerfield (1989) and Society
for the Preservation of New
England Antiquities, and as
an Overseer of the Museum of
Fine Arts of Boston.
William O. McCoy (65) Vice President of Finance for 1997
the University of North
Carolina (16-school system,
1995). Prior to his
retirement in December 1994,
Mr. McCoy was Vice Chairman
of the Board of BellSouth
Corporation
(telecommunications, 1984)
and President of BellSouth
Enterprises (1986). He is
currently a Director of
Liberty Corporation (holding
company, 1984), Weeks
Corporation of Atlanta (real
estate, 1994), Carolina
Power and Light Company
(electric utility, 1996) and
the Kenan Transport Co.
(1996). Previously, he was a
Director of First American
Corporation (bank holding
company, 1979-1996). In
addition, Mr. McCoy serves
as a member of the Board of
Visitors for the University
of North Carolina at Chapel
Hill (1994) and for the
Kenan-Flager Business School
(University of North
Carolina at Chapel Hill,
1988).
Gerald C. McDonough (71) Chairman of G.M. Management 1989
Group (strategic advisory
services). Mr. McDonough is
a Director of York
International Corp. (air
conditioning and
refrigeration), Commercial
Intertech Corp. (hydraulic
systems, building systems,
and metal products, 1992),
CUNO, Inc. (liquid and gas
filtration products, 1996),
and Associated Estates
Realty Corporation (a real
estate investment trust,
1993). Mr. McDonough served
as a Director of
ACME-Cleveland Corp. (metal
working, telecommunications,
and electronic products)
from 1987-1996 and
Brush-Wellman Inc. (metal
refining) from 1983-1997).
Marvin L. Mann (66) Chairman of the Board of 1993
Lexmark International, Inc.
(office machines, 1991).
Prior to 1991, he held the
positions of Vice President
of International Business
Machines Corporation ("IBM")
and President and General
Manager of various IBM
divisions and subsidiaries.
Mr. Mann is a Director of
M.A. Hanna Company
(chemicals, 1993) and
Imation Corp. (imaging and
information storage, 1997).
*Robert C. Pozen (53) Senior Vice President, is 1997
also President and a
Director of FMR (1997); and
President and a Director of
Fidelity Investments Money
Management, Inc. (1998),
Fidelity Management &
Research (U.K.) Inc. (1997),
and Fidelity Management &
Research (Far East) Inc.
(1997). Previously, Mr.
Pozen served as General
Counsel, Managing Director,
and Senior Vice President of
FMR Corp.
Thomas R. Williams (71) President of The Wales Group, 1989
Inc. (management and
financial advisory
services). Prior to retiring
in 1987, Mr. Williams served
as Chairman of the Board of
First Wachovia Corporation
(bank holding company), and
Chairman and Chief Executive
Officer of The First
National Bank of Atlanta and
First Atlanta Corporation
(bank holding company). He
is currently a of Director
of ConAgra, Inc.
(agricultural products),
Georgia Power Company
(electric utility), National
Life Insurance Company of
Vermont, American Software,
Inc., and AppleSouth, Inc.
(restaurants, 1992).
** Except as otherwise indicated, each individual has held the office
shown or other offices in the same company for the last five years.
As of May 31, 1999 the nominees, Trustees and officers of the Trust
and each fund owned, in the aggregate, less than 1% of the funds'
outstanding shares.
If elected, the Trustees will hold office without limit in time except
that (a) any Trustee may resign; (b) any Trustee may be removed by
written instrument, signed by at least two-thirds of the number of
Trustees prior to such removal; (c) any Trustee who requests to be
retired or who has become incapacitated by illness or injury may be
retired by written instrument signed by a majority of the other
Trustees; and (d) a Trustee may be removed at any Special Meeting of
shareholders by a two-thirds vote of the outstanding voting securities
of the trust. In case a vacancy shall for any reason exist, the
remaining Trustees will fill such vacancy by appointing another
Trustee, so long as, immediately after such appointment, at least
two-thirds of the Trustees have been elected by shareholders. If, at
any time, less than a majority of the Trustees holding office has been
elected by the shareholders, the Trustees then in office will promptly
call a shareholders' meeting for the purpose of electing a Board of
Trustees. Otherwise, there will normally be no meeting of shareholders
for the purpose of electing Trustees.
The trust's Board, which is currently composed of three interested and
nine non-interested Trustees, met 11 times during the twelve months
ended September 30, 1999. It is expected that the Trustees will meet
at least ten times a year at regularly scheduled meetings.
The trust's Audit Committee is composed entirely of Trustees who are
not interested persons of the trust, FMR or its affiliates and
normally meets four times a year, or as required, in conjunction
with meetings of the Board of Trustees. Currently, Messrs. Kirk
(Chairman), Gates, McCoy, and Mrs. Davis are members of the Committee.
The committee oversees and monitors the trust's internal control
structure, its auditing function and its financial reporting process,
including the resolution of material reporting issues. The committee
recommends to the Board of Trustees the appointment of auditors for
the trust. It reviews audit plans, fees and other material
arrangements in respect of the engagement of auditors, including
non-audit services to be performed. It reviews the qualifications of
key personnel involved in the foregoing activities. The committee
plays an oversight role in respect of the trust's investment
compliance procedures and the code of ethics. During the twelve months
ended September 30, 1999, the committee held eight meetings.
The trust's Nominating and Administration Committee is currently
composed of Messrs. McDonough (Chairman), E. Bradley Jones, Mann, and
Williams. The committee members confer periodically and hold meetings
as required. The committee makes nominations for independent trustees,
and for membership on committees. The committee periodically reviews
procedures and policies of the Board of Trustees and committees. It
acts as the administrative committee under the Retirement Plan for
non-interested trustees who retired prior to December 30, 1996. It
monitors the performance of legal counsel employed by the trust and
the independent trustees. The committee in the first instance monitors
compliance with, and acts as the administrator of the provisions of
the code of ethics applicable to the independent trustees. During the
twelve months ended September 30, 1999, the committee held
three meetings. The Nominating and Administration Committee
will consider nominees recommended by shareholders. Recommendations
should be submitted to the committee in care of the Secretary of the
Trust. The trust does not have a compensation committee; such matters
are considered by the Nominating and Administration Committee.
The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year ended September 30, 1999, or
calendar year ended December 31, 1998, as applicable.
COMPENSATION TABLE
Trustees and Members of the Aggregate Compensation from Aggregate Compensation from Aggregate Compensation from
Advisory Board Fidelity Asset Manager B,C,E Fidelity Asset Manager: Fidelity Asset Manager:
Growth B,D,E Income B
Edward C. Johnson 3d** $ 0 $ 0 $ 0
Abigail P. Johnson**,# $ 0 $ 0 $ 0
J. Gary Burkhead** $ 0 $ 0 $ 0
Ralph F. Cox $ 3,888 $ 1,583 $ 279
Phyllis Burke Davis $ 3,734 $ 1,519 $ 268
Robert M. Gates $ 3,861 $ 1,572 $ 277
E. Bradley Jones $ 3,860 $ 1,572 $ 277
Donald J. Kirk $ 3,863 $ 1,573 $ 277
Ned C. Lautenbach*** $ 0 $ 0 $ 0
Peter S. Lynch** $ 0 $ 0 $ 0
William O. McCoy $ 3,861 $ 1,572 $ 277
Gerald C. McDonough $ 4,727 $ 1,926 $ 339
Marvin L. Mann $ 3,861 $ 1,572 $ 277
Robert C. Pozen** $ 0 $ 0 $ 0
Thomas R. Williams $ 3,786 $ 1,541 $ 272
COMPENSATION TABLE
Trustees and Members of the Aggregate Compensation from Total Compensation from the
Advisory Board Spartan Investment Grade Fund Complex *,A
Bond Fund B
Edward C. Johnson 3d** $ 0 $ 0
Abigail P. Johnson**,# $ 0 $ 0
J. Gary Burkhead** $ 0 $ 0
Ralph F. Cox $ 418 $ 223,500
Phyllis Burke Davis $ 403 $ 220,500
Robert M. Gates $ 415 $ 223,500
E. Bradley Jones $ 415 $ 222,000
Donald J. Kirk $ 416 $ 226,500
Ned C. Lautenbach*** $ 0 $ 0
Peter S. Lynch** $ 0 $ 0
William O. McCoy $ 415 $ 223,500
Gerald C. McDonough $ 509 $ 273,500
Marvin L. Mann $ 415 $ 220,500
Robert C. Pozen** $ 0 $ 0
Thomas R. Williams $ 407 $ 223,500
* Information is for the calendar year ended December 31, 1998 for 237
funds in the complex.
** Interested Trustees of the funds, Ms. Johnson and Mr. Burkhead are
compensated by FMR.
*** Effective October 14, 1999, Mr. Lautenbach serves as a Member of
the Advisory Board.
# Effective April 1, 1999, Ms. Johnson serves as a Member of the
Advisory Board of certain trusts, including Fidelity Charles Street
Trust.
A Compensation figures include cash, amounts required to be deferred,
and may include amounts deferred at the election of Trustees. For the
calendar year ended December 31, 1998, the Trustees accrued required
deferred compensation from the funds as follows: Ralph F. Cox,
$75,000; Phyllis Burke Davis, $75,000; Robert M. Gates, $75,000; E.
Bradley Jones, $75,000; Donald J. Kirk, $75,000; William O. McCoy,
$75,000; Gerald C. McDonough, $87,500; Marvin L. Mann, $75,000; and
Thomas R. Williams, $75,000. Certain of the non-interested Trustees
elected voluntarily to defer a portion of their compensation as
follows: Ralph F. Cox, $55, 039; Marvin L. Mann, $55,039; William O.
McCoy, $55,039; and Thomas R. Williams, $63,433.
B Compensation figures include cash, and may include amounts required
to be deferred and amounts deferred at the election of Trustees.
C The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $1,757, Phyllis Burke Davis,
$1,757, Robert M. Gates, $1,757, E. Bradley Jones, $1,757, Donald J.
Kirk, $1,757, William O. McCoy, $1,757, Gerald C. McDonough, $2,049,
Marvin L. Mann, $1,757, and Thomas R. Williams, $1,757.
D The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $716, Phyllis Burke Davis, $716,
Robert M. Gates, $716, E. Bradley Jones, $716, Donald J. Kirk, $716,
William O. McCoy, $716, Gerald C. McDonough, $835, Marvin L. Mann,
$716, and Thomas R. Williams, $716.
E Certain of the non-interested Trustees' aggregate compensation from
a fund includes accrued voluntary deferred compensation as follows:
Ralph F. Cox, $1,470, Asset Manager; Marvin L. Mann, $393, Asset
Manager; William O. McCoy, $1,470, Asset Manager; Thomas R. Williams,
$1,470, Asset Manager; Ralph F. Cox, $599, Asset Manager: Growth;
Marvin L. Mann, $154, Asset Manager: Growth; William O. McCoy, $599;
Asset Manager: Growth, Thomas R. Williams, $599, Asset Manager:
Growth.
Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under the
Plan are subject to vesting and are treated as though equivalent
dollar amounts had been invested in shares of a cross-section of
Fidelity funds including funds in each major investment discipline and
representing a majority of Fidelity's assets under management (the
Reference Funds). The amounts ultimately received by the Trustees
under the Plan will be directly linked to the investment performance
of the Reference Funds. Deferral of fees in accordance with the Plan
will have a negligible effect on a fund's assets, liabilities, and net
income per share, and will not obligate a fund to retain the services
of any Trustee or to pay any particular level of compensation to the
Trustee. A fund may invest in the Reference Funds under the Plan
without shareholder approval.
2. TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT
ACCOUNTANTS OF THE FUNDS.
By a vote of the non-interested Trustees, the firm of Deloitte &
Touche LLP has been selected as independent accountants for each fund
to sign or certify any financial statements of each fund required by
any law or regulation to be certified by an independent accountant and
filed with the Securities and Exchange Commission (SEC) or any state.
Pursuant to the 1940 Act, such selection requires the ratification of
shareholders. In addition, as required by the 1940 Act, the vote of
the Trustees is subject to the right of each fund, by vote of a
majority of its outstanding voting securities at any meeting called
for the purpose of voting on such action, to terminate such employment
without penalty. Deloitte & Touche LLP has advised each fund that
to the best of its knowledge and belief, as of the commencement of the
firm's professional engagement to examine the funds' financial
statements, no Deloitte & Touche LLP professional will hold any direct
or material indirect ownership interest in such funds inconsistent
with the independence standards pertaining to accountants.
For each fund's fiscal years ended September 30, 1999 and September
30, 1998, the firm of PricewaterhouseCoopers LLP (PwC) acted as
each fund's accountants. Effective September 16, 1999, the
non-interested Trustees selected the firm of Deloitte & Touche LLP as
the independent accountants for each fund beginning with each fund's
fiscal year ended September 30, 2000, upon the recommendation of each
fund's Audit Committee.
PwC's audit reports for the fiscal years ended September 30,
1999 and September 30, 1998, did not contain an adverse opinion or
disclaimer of opinion, nor were such reports qualified or modified as
to uncertainty, audit scope, or accounting principles. Further, there
were no disagreements between each fund and PwC on accounting
principles or practices, financial statement disclosures, or audit
scope or procedures, which if not resolved to the satisfaction of
PwC would have caused PwC to make reference to the subject
matter of the disagreements in connection with its reports on
the financial statements for such years.
The independent accountants examine annual financial statements for
the funds and provide other audit and tax-related services. In
recommending the selection of each fund's accountants, the Audit
Committee reviewed the nature and scope of the services to be provided
(including non-audit services) and whether the performance of such
services would affect the accountants' independence. Representatives
of Deloitte & Touche LLP and PwC are not expected to be present
at the Meeting, but have been given the opportunity to make a
statement if they so desire and will be available should any matter
arise requiring their presence.
(2_FIDELITY_LOGOS)(registered trademark)
CHA-PXL/ADJ-1199
1.731875.100