<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Charles Street Trust
(Name of Registrant)
File No. 2-73133
</PAGE>
<PAGE>
FILE NO. 2-73133
Fidelity Charles Street Trust
: Fidelity Asset Manager
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 September 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
569,015,378 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
569,015,378 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
569,015,378
$
8,579,212,339
Redemptions:
(282,863,595)
$
(4,206,977,214)
Net Sales Pursuant to Rule 24f-2:
286,151,783
$
4,372,235,125
</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: $874,447.03
Fidelity Charles Street Trust
:
Fidelity Asset Manager
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-73133
Fidelity Charles Street Trust
: Fidelity Asset Manager: Growth
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 September 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
237,619,634 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
237,619,634 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
237,619,634
$
3,355,772,459
Redemptions:
(111,723,484)
$
(1,560,749,673)
Net Sales Pursuant to Rule 24f-2:
125,896,150
$
1,795,022,786
</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: $359,004.56
Fidelity Charles Street Trust
:
Fidelity Asset Manager: Growth
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-73133
Fidelity Charles Street Trust
: Fidelity Asset Manager: Income
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 September 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
54,138,502 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
54,138,502 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
54,138,502
$
592,325,753
Redemptions:
(26,651,808)
$
(289,222,137)
Net Sales Pursuant to Rule 24f-2:
27,486,694
$
303,103,616
</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: $60,620.72
Fidelity Charles Street Trust
:
Fidelity Asset Manager: Income
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-73133
Fidelity Charles Street Trust
: Fidelity Short-Intermediate Government Fund
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 September 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
1,162,659 shares
(iv) Number of Securities Sold During Fiscal Year
10,118,463 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
10,118,463 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
10,118,463
$
97,823,844
Redemptions See Note (2) :
(10,118,463)
$
(97,823,844)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended September 30, 1994
, aggregated
13,515,563
and $130,693,881
, 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 Charles Street Trust
:
Fidelity Short-Intermediate Government Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-73133
Fidelity Charles Street Trust
: Spartan Investment Grade Bond Fund
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 September 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
11,589,057 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
11,589,057 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
11,589,057
$
119,347,256
Redemptions See Note (2) :
(11,589,057)
$
(119,347,256)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended September 30, 1994
, aggregated
12,700,879
and $130,726,831
, 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 Charles Street Trust
:
Spartan Investment Grade Bond Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-73133
Fidelity Charles Street Trust
: Spartan Short-Term Bond Fund
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 September 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
115,377,432 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
115,377,432 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
115,377,432
$
1,136,168,835
Redemptions See Note (2) :
(115,377,432)
$
(1,136,168,835)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended September 30, 1994
, aggregated
184,224,018
and $1,787,931,088
, 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 Charles Street Trust
:
Spartan Short-Term Bond Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-73133
Fidelity Charles Street Trust
: Fidelity U.S. Government 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 September 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
669,783,835 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
276,948,830 shares
(iv) Number of Securities Sold During Fiscal Year
1,705,792,861 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
1,705,792,861 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
1,705,792,861
$
1,705,792,861
Redemptions See
(1,705,792,861)
$
(1,705,792,861)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended September 30, 1994
, aggregated
1,722,647,411
and $1,722,647,411
, 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 Charles Street Trust
:
Fidelity U.S. Government Reserves
By John H. Costello
Assistant Treasurer
</PAGE>
FMR Corp.
82 Devonshire Street
Boston MA 02109-3614
617 570 7000
October 6, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Charles Street Trust (the trust):
Fidelity Asset Manager
Fidelity Asset Manager: Income
Fidelity Asset Manger: Growth
Fidelity Short-Intermediate Government Fund
Fidelity U.S. Government Reserves
Spartan Short-Term Income Fund
Spartan Investment Grade Bond Fund (the funds)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Charles Street Trust is a Massachusetts
business trust created under the name "Fidelity U.S.
Treasury Trust" under a written Declaration of Trust
and executed and delivered in Boston, Massachusetts on
July 7, 1981. The name of the trust was changed to
"Fidelity Federal Reserves" by a Supplement to the
Declaration of Trust executed on September 30, 1981 and
filed with the office of the Secretary of the
Commonwealth on October 14, 1981. It was further
changed to "Fidelity U.S. Government Reserves" by a
Supplement to the Declaration of Trust filed with the
office of the Secretary of the Commonwealth on January
28, 1982. An Amended and Restated Declaration of
Trust, dated November 18, 1986, was executed and
delivered in Boston, Massachusetts on November 21,
1986. Its name was further changed to "Fidelity
Charles Street Trust" by a Supplement to the
Declaration of Trust which was executed on December 23,
1987 and filed with the office of the Secretary of the
Commonwealth on December 31, 1987. A corrected version
of the Amended and Restated Declaration of Trust, dated
November 18, 1986, was executed and delivered in
Boston, Massachusetts on November 28, 1988. An
additional Supplement to the Declaration of Trust was
executed on November 1, 1989 and filed with the office
of the Secretary of the Commonwealth on November 6,
1989.
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 herein defined,
are used as defined in the Declaration of Trust.
Under Article III, Section 1, of the Declaration of
Trust, the beneficial interest in the trust shall be
divided into such transferable Shares of one or more
separate and distinct Series or classes as the Trustees
shall from time to time create and establish. The
number of Shares is unlimited and each Share shall be
without par value and shall be without par value and
fully paid and nonassessable. Said Section provides
that the Trustees shall have full power and authority,
in their sole discretion and, so far as provided in the
Declaration of Trust, without obtaining any prior
authorization or vote of the Shareholders or of any
Series or class of Shareholders of the trust, to create
and establish (and to change in any manner) Shares or
any Series or classes thereof with such preferences,
voting powers, rights and privileges as the Trustees
may from time to time determine, to divide or combine
the Shares or any Series or classes thereof into a
greater or lesser number, to classify or reclassify any
issued Shares into one or more Series or classes of
Shares, to abolish any one or more Series or classes 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 July 7, 1981 and amended on
February 22, 1985, the Board of Trustees authorized the
issue and sale, from time to time, of an unlimited
number of shares of the beneficial interest of the
trust in accordance with the terms included in the
Registration Statement and subject to the limitations
of the Declaration of Trust 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 number 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 2,703,651,327 shares of the trust (the
"Shares") sold in reliance upon Rule 24f-2 during the
fiscal year ended September 30, 1994.
I am of the opinion that all necessary trust action
precedent to the issue of the Shares has been duly
taken, and that all the Shares were legally and validly
issued, and are fully paid and nonassessable except as
described in the funds' Statements 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 agent
received consideration for the Shares in accordance
with the Declaration of Trust 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.
Sincerely,
/s/ Arthur S. Loring
Arthur S. Loring
Vice President - Legal
Mr. Costello
Fidelity Charles Street Trust
Page 2
