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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Phillips Street Trust
(Name of Registrant)
File No. 2-63350
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Fidelity Phillips Street Trust
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Fidelity Cash Reserves
3.
Investment Company Act File Number: 811-2890
Securities Act File Number: 2-63350
4.
Last day of fiscal year for which this notice is filed: November 30, 1995
5.
Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6.
Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
Number of Shares: 0
Aggregate Price: 0
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 32,664,311,981
Aggregate Price: 32,664,311,981
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10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 32,664,311,981
Aggregate Price: 32,664,311,981
11.
Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
12.
Calculation of registration fee:
(i)
Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): 32,664,311,981
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (28,761,771,024)
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v)
Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 3,902,540,957
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/5000
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 780,508.19
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See Instruction
C.3.
13.
Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
December 22, 1995
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date December 22, 1995
* Please print the name and title of the signing officer below the
signature.
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Fidelity Phillips Street Trust
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Fidelity U.S. Government Reserves
3.
Investment Company Act File Number: 811-2890
Securities Act File Number: 2-63350
4.
Last day of fiscal year for which this notice is filed: November 30, 1995
5.
Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6.
Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
Number of Shares: 885,267,616
Aggregate Price: 885,267,616
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 1,551,256,910
Aggregate Price: 1,551,256,910
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10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 1,492,867,477
Aggregate Price: 1,492,867,477
11.
Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
12.
Calculation of registration fee:
(i)
Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): 1,492,867,477
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (1,492,867,477)
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v)
Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 0
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/5000
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 0
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See Instruction
C.3.
13.
Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
December 22, 1995
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date December 22, 1995
* Please print the name and title of the signing officer below the
signature.
</PAGE>
December 21, 1995
Mr. John Costello, Assistant Treasurer
Fidelity Phillips Street Trust (the trust):
Fidelity Cash Reserves
Fidelity U.S. Government 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 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 December 21, 1995 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 2.06, 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.
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.
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.
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 Commission a Notice making definite the
registration of 34,157,179,458 shares of the trust (the "Shares")
sold in reliance upon Rule 24f-2 during the fiscal year ended
November 30, 1995.
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, subject to the possibility that a court might not
apply such law as described in the funds' Statement of Additional
Information under the heading "Shareholder and Trustee Liability."
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 and 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,
Judith R. Hogan
Associate General Counsel
December 21, 1995
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re: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"), as amended by a Certificate of Amendment as filed
in the Recording Office onNovember 20, 1995; 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 filed with the Securities and
Exchange 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 Shareholders; (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 and all applicable
resolutions of the Trustees 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 or
Section 11.05 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 except as herein referenced.
No opinion is expressed herein with respect to the requirements of, or
compliance with, federal or state securities or blue sky laws. Further, we
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 organized under the general corporation law of the
State of Delaware; 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
Arthur S. Loring, Esquire
