SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Fidelity Charles Street Trust
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PROXY MATERIALS
I M P O R T A N T
PLEASE CAST YOUR VOTE NOW!
FIDELITY MID-CAP STOCK FUND
Dear Investor:
I am writing to let you know that we have rescheduled the shareholder
meeting for Fidelity Mid-Cap Stock Fund for January 19, 2000, and that
you have the opportunity to cast your vote on the selection of
independent accountants for the Fund. As you know, at the Fund's
shareholder meeting in September, we postponed the vote on this
proposal after the Board of Trustees of the Fund decided to appoint
Deloitte & Touche LLP as the Fund's independent accountants.
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 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 SEPTEMBER AND NO
MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
Neither the Fund nor its 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 September, after the original proxy statement was mailed on
July 19, 1999, PricewaterhouseCoopers LLP communicated to officers of
the Fund that, as of that date, a manager in PricewaterhouseCoopers
LLP's consulting business in its Boston office held shares of the
Fund. This investment was 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
Fund.
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 proposal:
TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT
ACCOUNTANTS OF FIDELITY MID-CAP STOCK FUND.
By a vote of the non-interested Trustees, the firm of Deloitte &
Touche LLP has been selected as independent accountants for the fund
to sign or certify any financial statements of the 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 the 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 the fund that to
the best of its knowledge and belief, as of the commencement of the
firm's professional engagement to examine the fund's financial
statements, no Deloitte & Touche LLP professional will hold any direct
or material indirect ownership interest in such fund inconsistent with
the independence standards pertaining to accountants.
For the fund's fiscal years ended April 30,1999 and April 30, 1998,
the firm of PricewaterhouseCoopers LLP (PwC) acted as the
fund's accountants. Effective September 16, 1999, the non-interested
Trustees selected the firm of Deloitte & Touche LLP as the independent
accountants for the fund beginning with the fund's fiscal year ended
April 30, 2000, upon the recommendation of the fund's Audit Committee.
PwC's audit reports for the fiscal years ended April 30, 1999
and April 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 the 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
report on the financial statements for such years.
The independent accountants examine annual financial statements for
the fund and provide other audit and tax-related services. In
recommending the selection of the 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.
(fidelity logo graphic)(registered trademark)
MCS-PXL / ADJ-1199
1.731874.100
