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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, 1996
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: 37,586,705,629
Aggregate Price: 37,586,705,629
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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: 37,586,705,629
Aggregate Price: 37,586,705,629
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): 37,586,705,629
(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): (34,777,730,388)
(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): 2,808,975,241
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/3300
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 851,204.62
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:
January 20, 1997
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 January 27, 1997
* 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, 1996
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: 826,878,183
Aggregate Price: 826,878,183
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: 1,775,537,513
Aggregate Price: 1,775,537,513
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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: 1,720,834,793
Aggregate Price: 1,720,834,793
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): 1,720,834,793
(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): (1,720,834,793)
(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): 1/3300
(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:
January 20, 1997
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 January 27, 1997
* Please print the name and title of the signing officer below the
signature.
</PAGE>
January 20, 1997
Mr. John Costello, Assistant Treasurer
Fidelity Phillips Street (the trust):
Fidelity Cash Reserves and Fidelity U.S. Government Reserves (the
funds)
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. A
Supplement to the Declaration of Trust was executed in Boston on
November 13, 1995 and delivered in Delaware on November 20,
1995.
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 15, 1997 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
hereunder 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 39,307,540,422 shares of the trust (the "Shares")
sold in reliance upon Rule 24f-2 during the fiscal year ended
November 30, 1996.
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,
/s/ Arthur S. Loring
Arthur S. Loring
Vice President - Legal
January 15, 1997
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") as amended by a Certificate of
Amendment as filed in the Recording Office on November 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 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
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.
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 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
