-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CFOaJs+1+8pWdKRJeMgPirNazFDDdIgHwINoGMKgGI+8c4mBfF28X1lxuJkiwPsF h2mSRPCFsBmRmnYL5HjKPQ== 0000354046-99-000041.txt : 19991123 0000354046-99-000041.hdr.sgml : 19991123 ACCESSION NUMBER: 0000354046-99-000041 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY CHARLES STREET TRUST CENTRAL INDEX KEY: 0000354046 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 811-03221 FILM NUMBER: 99762113 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 2145064081 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAIL ZONE ZH-1 CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY U S GOVERNMENT RESERVES FUND DATE OF NAME CHANGE: 19880201 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY FEDERAL RESERVES DATE OF NAME CHANGE: 19820215 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY UNITED STATES TREASURY TRUST DATE OF NAME CHANGE: 19811020 DEFA14A 1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the [X] Registrant Filed by a [ ] Party other than the Registrant Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material 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: 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 -----END PRIVACY-ENHANCED MESSAGE-----