<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Phillips Street Trust
(Name of Registrant)
File No. 2-63350
</PAGE>
<PAGE>
FILE NO. 2-63350
Fidelity Phillips Street Trust
: Fidelity Cash Reserves
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended November 30, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
2,693,442,505 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
860,133,627 shares
(iv) Number of Securities Sold During Fiscal Year
17,583,678,762 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
17,583,678,762 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
17,583,678,762
$
17,583,678,762
Redemptions See Note (2) :
(17,583,678,762)
$
(17,583,678,762)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended November 30, 1993
, aggregated
17,584,689,200
and $17,584,689,200
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Phillips Street Trust
:
Fidelity Cash Reserves
By John H. Costello
Assistant Treasurer
</PAGE>
January 19, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Phillips Street Trust (the Trust):
Fidelity Cash Reserves (the Fund)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Phillips Street Trust is a Delaware business trust created under
a written Trust Instrument dated September 17, 1992.
I understand from you that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the Trust has registered an indefinite amount of
shares of beneficial interest under the Securities Act of 1933. I further
understand that, pursuant to the provisions of Rule 24f-2, the Trust
intends to file with the Securities and Exchange Commision a Notice
making definite the registration of 17,583,678,762 shares of the Trust
(the "Shares") sold in reliance upon Rule 24f-2 during the fiscal year
ended November 30, 1993.
I am of the opinion that all legal requirements have been complied with
in the creation of the Trust and that said Trust is a duly authorized and
validly existing business trust under the laws of the State of Delaware.
In this regard, I have relied on the opinion of Delaware counsel, Morris,
Nichols, Arsht & Tunnell, contained in a letter dated January 13, 1994,
with respect to matters of Delaware law.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Capitalized terms used herein, and not otherwise herein defined, are
used as defined in the Trust Instrument.
Under Article II, Section 2.01, of the Trust Instrument, the beneficial
interest in the Trust shall be divided into such transferable Shares of one
or more separate and distinct Series or classes of a Series as the Trustees
shall from time to time create and establish. The number of Shares of
each Series, and class thereof, authorized thereunder is unlimited and
each Share shall be without par value and shall be fully paid and
nonassessable.
Under Article II, Section 2.07, the Trustees are empowered to accept
investments in the Trust in cash or securities from such persons and on
such terms as they may from time to time authorize. Such investments
in the Trust shall be credited to each Shareholder's account in the form
of full Shares at the Net Asset Value per Share next determined after the
investment is received; provided, however, that the Trustees may, in
their sole discretion, fix the initial Net Asset Value per share of the
initial capital contribution, impose a sales charge upon investments in the
Trust in such manner and at such time as determined by the Trustees, or
issue fractional shares.
Under Article II, Section 2.08, the Trust shall consist of one or more
Series and the Trustees of each Series shall have full power and
authority, in their sole discretion, and without obtaining any prior
authorization or vote of the Shareholders of any Series of the Trust to
establish and designate (and to change in any manner) any such Series of
Shares with such preferences, voting powers, rights and privileges as the
Trustees may from time to time determine, to divide or combine the
Shares into a greater or lesser number, to classify or reclassify any
issued Shares of any Series, and to take such other action with respect to
the Shares as the Trustees may deem desirable.
By a vote adopted on September 17, 1992, the Board of Trustees
authorized the issue and sale, from time to time, of an unlimited number
of shares of beneficial interest of this Fund in accordance with the terms
included in the then current Registration Statement and subject to the
limitations of the Trust Instrument and any amendments thereto.
With respect to the period December 1, 1992 through January 24, 1993
the Fund shares subject to the Rule 24f-2 Notice were issued by the
Fund as a Massachusetts business trust (the Massachusetts Trust), created
under a written Declaration of Trust under the name Fidelity Cash
Reserves dated, executed and delivered in Boston on December 29,
1978. An Amended and Restated Declaration of Trust was dated
November 18, 1986, executed and delivered in Boston, Massachusetts on
November 21, 1986. An additional copy of the November 18, 1986
Amended and Restated Declaration of Trust containing minor
corrections, was executed and delivered in Boston, Massachusetts on
November 28, 1988. An additional Supplement to the Declaration of
Trust dated November 27, 1989 was executed and delivered in Boston,
Massachusetts on November 28, 1989.
Under Article III, Section 1, of the Declaration of Trust, the beneficial
interest in the Trust shall be divided into separate and distinct Series as
the Trustees shall from time to time create and establish. The number of
Shares is unlimited and each Share is without par value and shall be fully
paid and nonassessable. The Trustees shall have full power and
authority, in their sole discretion and without obtaining any prior
authorization or vote of the Trust, to create and establish (and to change
in any manner) Shares with such preferences, voting powers, rights and
privileges as the Trustees may from time to time determine, to divide or
combine the Shares into a greater or lesser number, to classify or
reclassify any issued Shares into one or more Series of Shares, to abolish
any one or more Series of Shares and to take such other action with
respect to the Shares as the Trustees may deem desirable.
Under Article III, Section 4, the Trustees shall accept investments in the
Trust from such persons and on such terms as they may from time to
time authorize. Such investments may be in the form of cash or
securities in which the appropriate Series is authorized to invest, valued
as provided in Article X, Section 3. After the date of the initial
contribution of capital, the number of Shares to represent the initial
contribution may in the Trustees' discretion be considered as outstanding
and the amount received by the Trustees on account of the contribution
shall be treated as an asset of the Trust. Subsequent investments in the
Trust shall be credited to each Shareholder's account in the form of full
Shares at the Net Asset Value per Share next determined after the
investment is received; provided, however, that the Trustees may, in
their sole discretion, (a) impose a sales charge upon investments in the
Trust and (b) issue fractional Shares.
By a vote adopted on August 21, 1978, as amended February 22, 1985,
the Board of Trustees of the Massachusetts Trust authorized the issue and
sale, from time to time, of an unlimited number of shares of the
beneficial interest of the Massachusetts Trust in accordance with the
terms included in the Fund's Prospectus and Statement of Additional
Information and subject to the limitations of the Declaration of Trust and
any amendments thereto.
I am of the opinion that all necessary Trust action precedent to the issue
of Shares has been duly taken, and that all the Shares were legally and
validly issued, and are fully paid and nonassessable under Delaware law,
or Massachusetts law, respectively, for the relevant periods, except as
described in the Fund's then applicable Prospectus and Statement of
Additional Information under the heading "Description of the Trust" and
subject to the possibility that a court might not apply such law as
described in the Fund's Statement of Additional Information dated
January 11, 1994 under the heading "Description of the Trust." In
rendering this opinion, I rely on the representation by the Trust that it or
its agents received consideration for the Shares in accordance with the
Trust Instrument or Declaration of Trust, respectively, for the relevant
periods. I express no opinion as to compliance with the Securities Act
of 1933, the Investment Company Act of 1940, or applicable state "Blue
Sky" or securities laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice which
you are about to file under the 1940 Act with said commission.
Very truly yours,
/s/Arthur S. Loring
Arthur S. Loring
Vice President - Legal
January 13, 1994
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re: Fidelity Phillips Street Trust
Dear Mr. Loring:
We have acted as special Delaware counsel to Fidelity Phillips Street
Trust, a Delaware business trust, in connection with certain matters
relating to the organization of the Trust and the issuance of Shares
therein. Capitalized terms used herein and not otherwise herein defined
are used as defined in the Trust Instrument of the Trust dated September
17, 1992 (the "Governing Instrument").
In rendering this opinion, we have examined copies of the following
documents, each in the form provided to us: the Certificate of Trust of
the Trust dated as of November 19, 1992 and filed in the Office of the
Secretary of State of the State of Delaware (the "Recording Office") on
January 21, 1993 (the "Certificate"); the Governing Instrument; the
Bylaws of the Trust; minutes of a meeting of the Board of Trustees of
the Trust, dated September 17, 1992; a Certificate of Secretary of the
Trust certifying as to the acceptance by certain persons of their positions
as trustees of the Trust; Post-Effective Amendment No. 33 to the Trust's
Registration Statement on Form N-1A (as successor to Fidelity Cash
Reserves) as filed with the Commission on January 22, 1993 and a
certification of good standing of the Trust obtained as of a recent date
from the Recording Office. In such examinations, we have assumed the
genuineness of all signatures, the conformity to original documents of all
documents submitted to us as copies or drafts of documents to be
executed, and the legal capacity of natural persons to complete the
execution of documents. We have further assumed for the purpose of
this opinion: (i) the due authorization, execution and delivery by, or on
behalf of, each of the parties thereto of the above-referenced
instruments, certificates and other documents, and of all documents
contemplated by the Governing Instrument and applicable resolutions of
the Trustees to be executed by investors desiring to become Sharehold-
ers; (ii) the payment of consideration for Shares, and the application of
such consideration as provided in the Governing Instrument, and
compliance with the other terms, conditions and restrictions set forth in
the Governing Instrument in connection with the issuance of Shares
(including, without limitation, the taking of all appropriate action by the
Trustees to designate Series of Shares and the rights and preferences
attributable thereto as contemplated by the Governing Instrument); (iii)
that appropriate notation of the names and addresses of, the number of
Shares held by, and the consideration paid by, Shareholders will be
maintained in the appropriate registers and other books and records of
the Trust in connection with the issuance or transfer of Shares; (iv) that
no event has occurred subsequent to the filing of the Certificate that
would cause a termination or dissolution of the Trust under Section
11.04 of the Governing Instrument; (v) that the activities of the Trust
have been and will be conducted in accordance with the terms of the
Governing Instrument and the Delaware Act; and (vi) that each of the
documents examined by us is in full force and effect and has not been
modified, supplemented or otherwise amended. No opinion is expressed
herein with respect to the requirements of, or compliance with, federal
or state securities or blue sky laws. Further, we have not reviewed and
express no opinion on the sufficiency or accuracy of any registration or
offering documentation relating to the Trust or the Shares. As to any
facts material to our opinion, other than those assumed, we have relied
without independent investigation on the above-referenced documents
and on the accuracy, as of the date hereof, of the matters therein
contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1. The Trust is a duly organized and validly existing business trust
in good standing under the laws of the State of Delaware.
2. The Shares, when issued to Shareholders in accordance with the
terms, conditions, requirements and procedures set forth in the
Governing Instrument, will constitute legally issued, fully paid and non-
assessable Shares of beneficial interest in the Trust.
3. Under the Delaware Act and the terms of the Governing
Instrument, each Shareholder of the Trust, in such capacity, will be
entitled to the same limitation of personal liability as that extended to
stockholders of private corporations for profit; provided, however, that
we express no opinion with respect to the liability of any Shareholder
who is, was or may become a named Trustee of the Trust. Neither the
existence nor exercise of the voting rights granted to Shareholders under
the Governing Instrument will, of itself, cause a Shareholder to be
deemed a trustee of the Trust under the Delaware Act.
We understand that you wish to rely as to matters of Delaware law on
the opinion set forth above in connection with the rendering by you of an
opinion to be used as an Exhibit to a Rule 24f-2 filing to be made by the
Trust with the Commission, and we hereby consent to such reliance.
Except as provided in the foregoing sentence, the opinion set forth above
is expressed solely for the benefit of the addressee hereof and may not be
relied upon by any other person or entity for any purpose without our
prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/Walter C. Tuthill
Walter C. Tuthill
Arthur S. Loring, Esquire
January 13, 1994
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