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))
[X] Definitive Proxy Statement
[ ] 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) Fidelity
Boston Street Trust
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant) Arthur S. Loring, Secretary
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 TARGET TIMELINE 1999
FIDELITY TARGET TIMELINE 2001
FIDELITY TARGET TIMELINE 2003
FUNDS OF
FIDELITY BOSTON STREET TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Fidelity Target Timeline 1999, Fidelity Target Timeline 2001,
and Fidelity Target Timeline 2003 (the funds),will be held at the office of
Fidelity Boston Street Trust (the trust), 82 Devonshire Street, Boston,
Massachusetts 02109, on July 16, 1997, at 9:00 a.m. The purpose of the
Meeting is to consider and act upon the following proposals, and to
transact such other business as may properly come before the Meeting or any
adjournments thereof.
1. To elect a Board of Trustees.
2. To ratify the selection of Price Waterhouse LLP as independent
accountants of the trust.
The Board of Trustees has fixed the close of business on May 19, 1997 as
the record date for the determination of the shareholders of each of the
funds entitled to notice of, and to vote at, such Meeting and any
adjournments thereof.
By order of the Board of Trustees,
ARTHUR S. LORING, Secretary
May 19, 1997
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER
WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE ASK YOUR COOPERATION IN
MAILING YOUR PROXY CARD PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR
HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of assistance
to you and help avoid the time and expense involved in validating your vote
if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it appears
in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual signing.
This can be shown either in the form of the account registration itself or
by the individual executing the proxy card. For example:
REGISTRATION VALID
SIGNATURE
A. 1) ABC Corp. John Smith,
Treasurer
2) ABC Corp. John Smith,
Treasurer
c/o John Smith, Treasurer
B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins,
Trustee
2) ABC Trust Ann B. Collins,
Trustee
3) Ann B. Collins, Trustee Ann B. Collins,
Trustee
u/t/d 12/28/78
C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY BOSTON STREET TRUST:
FIDELITY TARGET TIMELINE 1999
FIDELITY TARGET TIMELINE 2001
FIDELITY TARGET TIMELINE 2003
TO BE HELD ON JULY 16, 1997
This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Trustees of Fidelity Boston
Street Trust (the trust) to be used at the Special Meeting of Shareholders
of Fidelity Target Timeline 1999, Fidelity Target Timeline 2001 and
Fidelity Target Timeline 2003 (the funds) and at any adjournments thereof
(the Meeting), to be held on July 16, 1997 at 9:00 a.m. at 82
Devonshire Street, Boston, Massachusetts 02109, the principal executive
office of the trust and Fidelity Management & Research Company (FMR), the
funds' investment adviser.
The purpose of the Meeting is set forth in the accompanying Notice. The
solicitation is made primarily by the mailing of this Proxy Statement and
the accompanying proxy card on or about May 19, 1997. Supplementary
solicitations may be made by mail, telephone, telegraph, facsimile, or by
personal interview by representatives of the trust. In addition, D.F. King
& Co. and/or Management Information Services Corp. (MIS) may be paid on
a per-call basis to solicit shareholders on behalf of the funds at an
anticipated cost of approximately $ 701 (Target Timeline 1999),
$ 478 (Target Timeline 2001), and $ 575 (Target Timeline 2003).
The expenses in connection with preparing this Proxy Statement and its
enclosures and of all solicitations will be paid by the funds. The funds
will reimburse brokerage firms and others for their reasonable expenses in
forwarding solicitation material to the beneficial owners of shares. The
principal business address of Fidelity Distributors Corporation (FDC), the
funds' principal underwriter and distribution agent, and Fidelity
Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management &
Research (Far East) Inc. (FMR Far East), subadvisers to the funds, is 82
Devonshire Street, Boston, Massachusetts 02109.
If the enclosed proxy card is executed and returned, it may nevertheless
be revoked at any time prior to its use by written notification received by
the trust, by the execution of a later-dated proxy card, or by attending
the Meeting and voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and which are
not revoked, will be voted at the Meeting. Shares represented by such
proxies will be voted in accordance with the instructions thereon. If no
specification is made on a proxy card, it will be voted FOR the matters
specified on the proxy card. Only proxies that are voted will be counted
towards establishing a quorum. Broker non-votes are not considered voted
for this purpose. Shareholders should note that while votes to ABSTAIN will
count toward establishing a quorum, passage of any proposal being
considered at the Meeting will occur only if a sufficient number of votes
are cast FOR the proposal. Accordingly, votes to ABSTAIN and votes AGAINST
will have the same effect in determining whether the proposal is approved.
The funds may also arrange to have votes recorded by telephone. D.F. King
& Co. may be paid on a per call basis for vote-by-phone solicitations on
behalf of the funds at an anticipated cost of approximately $ 2,223
(Target Timeline 1999), $ 1,534 (Target Timeline 2001), and
$ 1,813.50 (Target Timeline 2003). The expenses in connection with
telephone voting will be paid by the funds. If the funds record votes by
telephone, they will use procedures designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of their shares
in accordance with their instructions, and to confirm that their
instructions have been properly recorded. Proxies voted by telephone may be
revoked at any time before they are voted in the same manner that proxies
voted by mail may be revoked.
If a quorum is present at the Meeting, but sufficient votes to approve one
or more of the proposed items are not received, or if other matters arise
requiring shareholder attention, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of those shares present at the Meeting or represented by proxy.
When voting on a proposed adjournment, the persons named as proxies will
vote FOR the proposed adjournment all shares that they are entitled to vote
with respect to each item, unless directed to vote AGAINST the item, in
which case such shares will be voted AGAINST the proposed adjournment with
respect to that item. A shareholder vote may be taken on one or more of the
items in this Proxy Statement prior to such adjournment if sufficient votes
have been received and it is otherwise appropriate.
Shares of each fund of the trust issued and outstanding as of March 31,
1997 are indicated in the following table:
Target Timeline 1999 1,093,781
Target Timeline 2001 955,255
Target Timeline 2003 1,188,785
Shareholders of record at the close of business on May 19, 1997 will be
entitled to vote at the Meeting. Each such shareholder will be entitled to
one vote for each dollar of net asset value held on that date.
As of March 31, 1997, the nominees and officers of the trust owned, in
the aggregate, less than 1% of each fund's outstanding shares.
To the knowledge of the trust, substantial (5% or more) record or
beneficial ownership of the funds on March 31, 1997 was as follows: Target
Timeline 1999: National Financial Services Corporation, Boston, MA
(22.25%); Fidelity Investments Life Insurance Company, Boston, MA (34.93%);
Target Timeline 2001: National Financial Services Corporation, Boston, MA
(56.78%); FMR U.K., Boston, MA (40.29%); Target Timeline 2003: National
Financial Services Corporation, Boston, MA (53.75%); FMR U.K., Boston, MA
(32.24%). Fidelity Investments Life Insurance Company and FMR U.K. have
advised the trust that for Proposals 1 and 2 contained in this Proxy
Statement, they will vote their shares at the Meeting FOR each Proposal. To
the knowledge of the trust, no other shareholder owned of record or
beneficially more than 5% of the outstanding shares of any of the funds on
that date.
FOR A FREE COPY OF THE FUNDS' ANNUAL REPORT FOR THE FISCAL YEAR ENDED JULY
31, 1996 AND THE SEMIANNUAL REPORT FOR THE FISCAL PERIOD ENDED JANUARY 31,
1997, CALL 1-800-544-8888 OR WRITE TO FIDELITY DISTRIBUTORS CORPORATION AT
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109.
VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS SUFFICIENT
TO APPROVE PROPOSALS 1 AND 2.
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 Boston
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 Robert M. Gates and William O. McCoy, all nominees named below
are currently Trustees of Fidelity Boston Street Trust and have served in
that capacity continuously since originally elected or appointed. Ralph F.
Cox, Phyllis Burke Davis, and Marvin L. Mann were selected by the trust's
Nominating and Administration Committee (see page ) and were
appointed to the Board in November 1991, December 1992, and October 1993,
respectively. None of the nominees is 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, Peter S. Lynch, and William O. McCoy, each of the nominees is
currently a Trustee or General Partner, as the case may be, of 62
registered investment companies (trusts or partnerships) advised by
FMR. Mr. Gates and Mr. McCoy are currently a Trustee or General Partner,
as the case may be, of 47 registered investment companies advised by FMR.
Mr. Mr. Lynch is a Trustee or General Partner, as the case may be, of
61 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 Principal Occupation ** Year of
(Age) Election or
Appointmen
t
*J. Gary Burkhead Senior Vice President, President 1986
(56) and a Director of FMR Texas
Inc., Fidelity Management &
Research (U.K.) Inc., and
Fidelity Management &
Research (Far East) Inc. , and
Fidelity Investments Institutional
Services Company, Inc.
Nominee Principal Occupation ** Year of
(Age) Election or
Appointmen
t
Ralph F. Cox Management consultant (1994). 1991
(65) 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 Sanifill Corporation
(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 Prior to her retirement in 1992
(65) 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 (1997), is a consultant, author, --
(53) and 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
currently a Trustee for the
Forum For International Policy, a
Board Member for the Virginia
Neurological Institute, and a
Senior Advisor of the Harvard
Journal of World Affairs. In
addition, Mr. Gates also serves
as a member of the corporate
board for Lucas Varity 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).
*Edward C. Johnson President, is Chairman, Chief 1968
3d Executive Officer and a Director
(67) of FMR Corp.; a Director and
Chairman of the Board and of
the Executive Committee of
FMR; and Chairman and a
Director of FMR Texas Inc.,
Fidelity Management &
Research (U.K.) Inc., and
Fidelity Management &
Research (Far East) Inc.
E. Bradley Jones Prior to his retirement in 1984, 1990
(69) Mr. Jones was Chairman and
Chief Executive Officer of LTV
Steel Company. He is a Director
of TRW Inc. (original equipment
and replacement products),
Cleveland-Cliffs, Inc. (mining),
Consolidated Rail Corporation,
Birmingham Steel Corporation,
and RPM, Inc. (manufacturer of
chemical products), and he
previously served as a Director
of NACCO Industries, Inc.
(mining and marketing,
1985-1995) and Hyster-Yale
Materials Handling, Inc.
(1985-1995). In addition, he
serves as a Trustee of First
Union Real Estate Investments,
a Trustee and member of the
Executive Committee of the
Cleveland Clinic Foundation, a
Trustee and member of the
Executive Committee of
University School (Cleveland),
and a Trustee of Cleveland
Clinic Florida.
Donald J. Kirk Executive-in-Residence (1995) 1987
(64) 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 is a
Director of General Re
Corporation (reinsurance), and
he previously served as a
Director of Valuation Research
Corp. (appraisals and
valuations, 1993-1995). In
addition, he serves as Chairman
of the Board of Directors of the
National Arts Stabilization Fund,
Chairman of the Board of
Trustees of the Greenwich
Hospital Association, a Member
of the Public Oversight Board of
the American Institute of
Certified Public Accountants'
SEC Practice Section (1995),
and a Public Governor of the
National Association of
Securities Dealers, Inc. (1996).
*Peter S. Lynch Vice Chairman and Director of 1990
(54) FMR (1992). 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).
He is a Director of W.R. Grace &
Co. (chemicals) and Morrison
Knudsen Corporation
(engineering and construction).
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 Member of the Advisory Board --
(63) (1996). Vice President of
Finance for 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), and
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 Chairman of G.M. Management 1989
(69) Group (strategic advisory
services). Prior to his retirement
in July 1988, he was Chairman
and Chief Executive Officer of
Leaseway Transportation Corp.
(physical distribution services).
Mr. McDonough is a Director of
Brush-Wellman Inc. (metal
refining), 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.
Marvin L. Mann Chairman of the Board, 1993
(64) President, and Chief Executive
Officer of 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
Infomart (marketing services,
1991), a Trammell Crow Co. In
addition, he serves as the
Campaign Vice Chairman of the
Tri-State United Way (1993) and
is a member of the University of
Alabama President's Cabinet.
Thomas R. Williams President of The Wales Group, 1989
(68) 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 Director of BellSouth
Corporation
(telecommunications), ConAgra,
Inc. (agricultural products),
Fisher Business Systems, Inc.
(computer software), Georgia
Power Company (electric utility),
Gerber Alley & Associates, Inc.
(computer software), 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 March 31, 1997, the nominees owned, in the aggregate, less than
1 % of each fund's 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
seven non-interested Trustees, met eleven times during the twelve months
ended July 31,1996. 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, prior to meetings of the Board of
Trustees. Currently, Mr. Kirk (Chairman), and Mrs. Davis are members of the
Committee. If elected, it is anticipated that Messrs. Gates and McCoy will
also be members of the Committee. This committee oversees and monitors the
trust's internal control structure, its auditing function and its financial
reporting process, including resolution of material reporting issues. The
committee recommends to the 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 all 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 July 31, 1996, the Committee held four
meetings.
The trust's Nominating and Administration Committee is currently composed
of Messrs. McDonough (Chairman), Jones and Williams. 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. 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 act as the
administrator of the provisions of the code of ethics applicable to the
independent trustees. During the twelve months ended July 31, 1996, the
Committee held five 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 or member of the Advisory Board of each fund for his or
her services as trustee for the fiscal year ended July 31, 1996 or calendar
year ended December 31, 1996, as applicable.
COMPENSATION TABLE
Trustees Aggregate Aggregate Aggregate Total
Compensati Compensati Compensati Compensati
on on from on from on from the
from Target Target Target Fund
Timeline Timeline Timeline Complex*,A
1999+ ,A 2001+ ,A 2003+ ,A
J. Gary Burkhead ** $ 0 $ 0 $ 0 $ 0
Ralph F. Cox $ 1 $ 1 $ 1 137,700
Phyllis Burke Davis $ 1 $ 1 $ 1 134,700
Richard J. Flynn*** $ 2 $ 2 $ 2 168,000
Edward C. Johnson 3d ** $ 0 $ 0 $ 0 0
E. Bradley Jones $ 1 $ 1 $ 1 134,700
Donald J. Kirk $ 1 $ 1 $ 1 136,200
Peter S. Lynch ** $ 0 $ 0 $ 0 0
William O. McCoy**** $ 1 $ 1 $ 1 85,333
Gerald C. McDonough $ 1 $ 1 $ 1 136,200
Edward H. Malone*** $ 1 $ 1 $ 1 136,200
Marvin L. Mann $ 1 $ 1 $ 1 134,700
Thomas R. Williams $ 1 $ 1 $ 1 136,200
* Information is for the calendar year ended December 31, 1996 for
235 funds in the complex.
** Interested Trustees of the fund are compensated by FMR.
*** Richard J. Flynn and Edward H. Malone served on the Board of Trustees
through December 31, 1996.
**** During the period from May 1, 1996 through December 31, 1996, William
O. McCoy served as a Member of the Advisory Board of Boston Street Trust.
+ Estimated
A Compensation figures include cash, a pro rata portion of benefits accrued
under the retirement program for the period ended December 30, 1996 and
required to be deferred, and may include amounts deferred at the election
of Trustees.
Under a retirement program adopted in July 1988 and modified in November
1995 and November 1996, each non-interested Trustee who retired before
December 30, 1996 may receive payments from a Fidelity fund during his or
her lifetime based on his or her basic trustee fees and length of service.
The obligation of a fund to make such payments is neither secured nor
funded. A Trustee became eligible to participate in the program at the end
of the calendar year in which he or she reached age 72, provided that, at
the time of retirement, he or she had served as a Fidelity fund Trustee for
at least five years.
The non-interested Trustees may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of a Deferred
Compensation Plan (the Plan). Under the Plan, compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been
invested and reinvested in shares of one or more funds in the complex
designated by such Trustee (designated securities). The amount paid to the
Trustee under the Plan will be determined based upon the performance of
such investments. Deferral of fees in accordance with the Plan will have a
negligible effect on the fund's assets, liabilities, and net income per
share, and will not obligate the funds to retain the services of any
Trustee or to pay any particular level of compensation to the Trustee. The
funds may invest in such designated securities under the Plan without
shareholder approval.
As of December 30, 1996, the non-interested Trustees terminated the
retirement program for Trustees who retire after such date. In connection
with the termination of the retirement program, each existing
non-interested Trustee received a credit to his or her Plan account equal
to the present value of the estimated benefits that would have been payable
under the retirement program. The amounts credited to the non-interested
Trustees' Plan accounts are subject to vesting. The termination of the
retirement program and related crediting of estimated benefits to the
Trustees' Plan accounts did not result in a material cost to the funds.
2. TO RATIFY THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS OF THE TRUST.
By a vote of the non-interested Trustees, the firm of Price Waterhouse LLP
has been selected as independent accountants for the trust to sign or
certify any financial statements of the trust 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 the trust, 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. Price Waterhouse LLP has
advised the trust that it has no direct or material indirect ownership
interest in the trust.
The independent accountants examine annual financial statements for the
funds and provide other audit and tax-related services. In recommending the
selection of the trust'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 Price Waterhouse LLP 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.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the
contrary will be voted on such matters in accordance with the judgment of
the persons therein designated.
ACTIVITIES AND MANAGEMENT OF FMR
FMR, a corporation organized in 1946, serves as investment adviser to a
number of investment companies.
FMR, its officers and directors, its affiliated companies, and the
Trustees, from time to time have transactions with various banks, including
the custodian banks for certain of the funds advised by FMR. Those
transactions that have occurred to date have included mortgages and
personal and general business loans. In the judgment of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board;
Robert C. Pozen , President ; Peter S. Lynch, Vice Chairman;
and J. Gary Burkhead . With the exception of Robert C. Pozen, e ach of
the Directors is also a Trustee of the trust. Messrs. Johnson 3d, J.
Gary Burkhead, John H. Costello, Arthur S. Loring, Kenneth A.
Rathgeber, Leonard M. Rush and Fred L. Henning Jr. are currently officers
of the trust and officers or employees of FMR or FMR Corp. With the
exception of Mr. Costello, Mr. Rathgeber , and Mr. Rush, all of these
persons hold or have options to acquire stock of FMR Corp. The principal
business address of each of the Directors of FMR is 82 Devonshire Street,
Boston, Massachusetts 02109.
All of the stock of FMR is owned by its parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts 02109, which was organized on
October 31, 1972. Members of Mr. Edward C. Johnson 3d's family are the
predominant owners of a class of shares of common stock, representing
approximately 49% of the voting power of FMR Corp., and, therefore, under
the 1940 Act may be deemed to form a controlling group with respect to FMR
Corp.
During the period August 1, 1995 through March 31, 1997, the
following transactions were entered into by Trustees and nominees as
Trustee of the trust involving more than 1% of the voting common,
non-voting common and equivalent stock, or preferred stock of FMR Corp.
ACTIVITIES AND MANAGEMENT OF FMR U.K. AND FMR FAR EAST
FMR U.K. and FMR Far East are wholly-owned subsidiaries of FMR formed in
1986 to provide research and investment advice with respect to companies
based outside the United States for certain funds for which FMR acts as
investment adviser. FMR may also grant the sub-advisers investment
management authority as well as authority to buy and sell securities for
certain of the funds for which it acts as investment adviser, if FMR
believes it would be beneficial to a fund.
The Directors of FMR U.K. and FMR Far East are Edward C. Johnson 3d,
Chairman, and J. Gary Burkhead, President. Mr. Johnson 3d also is President
and a Trustee of the trust and other funds advised by FMR; Chairman and a
Director of FMR Texas Inc. (FMR Texas); Chairman, Chief Executive Officer,
President, and a Director of FMR Corp., Chairman of the Board and of the
Executive Committee of FMR, and a Director of FMR. In addition, Mr.
Burkhead is Senior Vice President and a Trustee of the trust and of other
funds advised by FMR; a Director of FMR Corp.; Director of FMR; and
President and Director of FMR Texas. Each of the Directors is a stockholder
of FMR Corp. The principal business address of the Directors is 82
Devonshire Street, Boston, Massachusetts 02109.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the fund's
management contract.
FMR may place agency transactions with Fidelity Brokerage Services, Inc.
(FBSI) and Fidelity Brokerage Services (FBS), subsidiaries of FMR Corp., if
the commissions are fair, reasonable, and comparable to commissions charged
by non-affiliated, qualified brokerage firms for similar services.
For the fiscal year ended July 1996 the funds paid no brokerage
commissions to affiliated brokers.
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The trust does not hold annual shareholder meetings. Shareholders wishing
to submit proposals for inclusion in a proxy statement for a subsequent
shareholder meeting should send their written proposals to the Secretary of
the Trust, 82 Devonshire Street, Boston, Massachusetts 02109.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the trust, in care of, Fidelity Service Company, Inc., P.O.
Box 789, Boston, Massachusetts 02102, whether other persons are beneficial
owners of shares for which proxies are being solicited and, if so, the
number of copies of the Proxy Statement and Annual Reports you wish to
receive in order to supply copies to the beneficial owners of the
respective shares.
TT-pxy-0597 CUSIP#316057108FUND#379
CUSIP#316057207FUND#381
CUSIP#316057306FUND#383
PROTOTYPE FOR STANDARD PROXY CARD
Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
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- --------------------
FIDELITY BOSTON STREET TRUST: FIDELITY TARGET TIMELINE 1999, FIDELITY
TARGET TIMELINE 2001, AND FIDELITY TARGET TIMELINE 2003
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring and Phyllis Burke Davis or any one or more of
them, attorneys, with full power of substitution, to vote all shares of
Fidelity Boston Street Trust as indicated above which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the fund to be
held at the office of the trust at 82 Devonshire St., Boston, MA 02109, on
July 16, 1997 at 9:00 a.m. and at any adjournments thereof. All powers may
be exercised by a majority of said proxy holders or substitutes voting or
acting or, if only one votes and acts, then by that one. This Proxy shall
be voted on the proposals described in the Proxy Statement as specified on
the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1997
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
#379 HH
#381 HH
#383 HH
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------
1. To elect the twelve nominees specified below as [ ] FOR all nominees [ ] 1.
Trustees: J. Gary Burkhead, Ralph F. Cox, Phyllis listed (except as WITHHOLD
Burke Davis, Robert M. Gates, Edward C. Johnson marked to the contrary authority to
3d, E. Bradley Jones, Donald J. Kirk, Peter S. below). vote for all
Lynch, William O. McCoy, Gerald C. McDonough, nominees.
Marvin L. Mann and Thomas R. Williams
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)
__________________________________________________________________________
___________________
2. To ratify the selection of Price Waterhouse LLP as FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
independent accountants of the trust.
TT-PXC-597 cusip #316057108/fund #379 H
cusip #316057207/fund #381 H
cusip #316057306/fund #383 H
IMPORTANT
(registered trademark)
PROXY MATERIALS
PLEASE CAST YOUR VOTE NOW!
FIDELITY TARGET TIMELINE 1999
FIDELITY TARGET TIMELINE 2001
FIDELITY TARGET TIMELINE 2003
Dear Fellow Shareholder:
I am writing to let you know that a special meeting of Fidelity Target
Timeline 1999, Fidelity Target Timeline 2001, and Fidelity Target Timeline
2003 shareholders will be held in July to vote on several important
proposals that affect the funds and your investment in them. As a
shareholder, you have the opportunity to voice your opinion on these
matters. This package contains information about the proposals and the
materials to use when voting by mail.
If you are a shareholder who has more than one account in these funds, we
have enclosed one proxy card for each account you have. Please take the
time to read the enclosed materials and cast your vote on the proxy
card(s). YOUR VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW LARGE OR SMALL
YOUR HOLDINGS MAY BE.
All of the proposals have been carefully reviewed by the Board of Trustees.
The Trustees, most of whom are not affiliated with Fidelity, are
responsible for protecting your interests as a shareholder. The Trustees
believe these proposals are in the best interest of shareholders. They
recommend that you vote for each proposal.
PROPOSAL 1. TO ELECT A BOARD OF TRUSTEES.
PROPOSAL 2. TO RATIFY THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS OF THE TRUST.
We have attached a Q&A to assist you in understanding the proposals. Each
of these proposals is described in greater detail in the enclosed Proxy
Statement.
VOTING BY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED.
We encourage you to exercise your right as a shareholder and to vote
promptly. To cast your vote, simply complete the proxy card(s) enclosed in
this package. Be sure to sign the card(s) before mailing them in the
postage-paid envelope provided.
If you have any questions before you vote, please call us at
1-800-544-6666. We'll be glad to help you get your vote in quickly. Thank
you for your participation in this important initiative for your funds.
Sincerely,
Edward C. Johnson 3d
President
TT-PXL-0597
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 on. Your vote is important.
If you have any questions regarding the proposals, please call us at
1-800-544-6666. 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?
PROPOSAL 1. TO ELECT A BOARD OF TRUSTEES.
Proposal 1 is to elect Trustees to the Board to supervise the activities of
the trust and funds and review contractual arrangements with companies that
provide the trust and funds with services.
PROPOSAL 2. TO RATIFY THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS OF THE TRUST.
Proposal 2 is to ratify the Board of Trustees' selection of Price
Waterhouse as independent accountants.
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 trust that are required by law to
be independently certified and filed with the SEC.
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 May 19,
1997.
WHAT IF THERE ARE NOT ENOUGH VOTES TO REACH A QUORUM BY THE SCHEDULED
SHAREHOLDER MEETING DATE?
If enough people do not vote, we will need to take further action. We or
outside solicitors may contact you by mail, telephone, facsimile, or by
personal interview. Therefore, we encourage shareholders to vote as soon
as they review the enclosed proxy materials to avoid additional mailings,
telephone calls or other solicitations.
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 are a
shareholder in more than one of the Target Timeline Funds, you should
complete and sign each proxy card.
If you need assistance, or have any questions regarding the proposals,
please call us at 1-800-544-6666.
HOW DO I SIGN THE PROXY CARD?
INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it appears in
the registration on the proxy card.
JOINT ACCOUNTS: Either owner may sign, but the name of the person signing
should conform exactly to a name shown in the account 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."