<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, 1995
(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
212,281,111 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
212,281,111 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
212,281,111
$
3,045,964,942
Redemptions See Note (2) :
(212,281,111)
$
(3,045,964,942)
Note (2) : The total number of shares redeemed for the total dollar
amount of
redemptions for the fiscal period ended September 30, 1995
, aggregated
332,699,541
and $4,795,596,137
, 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 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, 1995
(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
62,950,662 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
62,950,662 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
62,950,662
$
848,262,605
Redemptions See Note (2) :
(62,950,662)
$
(848,262,605)
Note (2) : The total number of shares redeemed for the total dollar
amount of
redemptions for the fiscal period ended September 30, 1995
, aggregated
98,213,255
and $1,323,294,733
, 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 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, 1995
(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
22,750,670 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
22,750,670 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
22,750,670
$
246,242,775
Redemptions:
(22,134,037)
$
(239,564,840)
Net Sales Pursuant to Rule 24f-2:
616,633
$
6,677,935
</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: $1,335.59
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, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of
Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
1,162,659 shares
(iii) Number of Securities Registered During Fiscal Year Other
Than Pursuant
to Rule 24f-2
3,407,642 shares
(iv) Number of Securities Sold During Fiscal Year
14,890,383 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
14,890,383 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
14,890,383
$
138,314,808
Redemptions See Note (2) :
(14,890,383)
$
(138,314,808)
Note (2) : The total number of shares redeemed for the total dollar
amount of
redemptions for the fiscal period ended September 30, 1995
, aggregated
15,165,841
and $142,050,186
, 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, 1995
(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
1,122,095 shares
(iv) Number of Securities Sold During Fiscal Year
14,472,404 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
13,350,309 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
13,350,309
$
129,879,664
Redemptions:
(11,814,293)
$
(115,705,936)
Net Sales Pursuant to Rule 24f-2:
1,536,016
$
14,173,728
</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: $2,834.75
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 Income 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, 1995
(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
68,857,423 shares
(iv) Number of Securities Sold During Fiscal Year
21,389,146 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
21,389,146 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
21,389,146
$
194,475,759
Redemptions See Note (2) :
(21,389,146)
$
(194,475,759)
Note (2) : The total number of shares redeemed for the total dollar
amount of
redemptions for the fiscal period ended September 30, 1995
, aggregated
53,258,616
and $484,585,445
, 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 Income Fund
By John H. Costello
Assistant Treasurer
</PAGE>
November 15, 1995
Mr. John Costello, Assistant Treasurer
Fidelity Charles Street Trust (the trust):
Fidelity Asset Manager
Fidelity Asset Manager: Growth
Fidelity Asset Manager: Income
Fidelity Short-Intermediate Government Fund
Spartan Short-Term Income Fund
Spartan Investment Grade Bond Fund (the funds)
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Charles Street Trust is a Massachusetts business trust
initially 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 was changed to
"Fidelity Federal Reserves" on September 30, 1981. The
corresponding Supplement to the Declaration of Trust was filed
with the Secretary of the Commonwealth on October 14, 1981.
The name of the Trust was changed to "Fidelity U.S. Government
Reserves" on December 30, 1981, and the corresponding
Supplement to the Declaration of Trust was filed with the
Secretary of the Commonwealth of Massachusetts 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. The name of the Trust was
changed to "Fidelity Charles Street Trust" on December 23, 1987,
and the corresponding Supplement to the Declaration of Trust was
filed with the Secretary of the Commonwealth of Massachusetts on
December 31, 1987. An amended Declaration of Trust, dated
November 16, 1986, was filed with the Secretary of the
Commonwealth of Massachusetts on November 28, 1988 to correct
and supplement provisions contained therein. A Supplement to the
Declaration of Trust executed on November 1, 1989 was filed with
the Secretary of the Commonwealth of Massachusetts on
November 6, 1989. An Amended and Restated Declaration of
Trust, dated November 17, 1994, was executed and delivered in
Boston, Massachusetts on January 4, 1995.
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 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 fully paid and non assessable. The Trustees shall have full
power and authority, in their sole discretion and 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 of classes of 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 February 22,
1985, the Board of Trustees authorized the issue and sale, from
time to time, of an unlimited number of shares of beneficial interest
of the trust in accordance with the terms included in the current
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
indefinate amount of shares of beneficial interest under the
Securities Act of 1993. 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 347,612,281 shares of the trust (the "Shares") sold in reliance
upon Rule 24f-2 during the fiscal year ended September 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 non assessable,
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 the sale 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
