Securities Exchange Act of 1934 — Section 14(a) and Rule 14a-8(b)
U.S. Government Reserves and Fidelity Cash Reserves

April 27, 2009

Joseph R. Fleming, Esq.
Dechert LLP
200 Clarendon Street, 27th Floor
Boston, MA 02116-5021

Dear Mr. Fleming:

In a letter dated March 23, 2009, on behalf of Fidelity Phillips Street Trust (the "Trust") and on behalf of its series, Fidelity U.S. Government Reserves and Fidelity Cash Reserves (each a "Fund" and collectively, the "Funds"), you requested confirmation from the staff of the Division of Investment Management that it would not recommend an enforcement action to the Securities and Exchange Commission if the shareholder proposal (the "Proposal") submitted by Mr. Matthew W. Lechner, which you state was received by the Funds on June 4, 2008, is omitted from the proxy statement and form of proxy (the "Proxy Materials") for the next shareholder meeting of the Funds, which has been scheduled for July 15, 2009. The Proposal states:

"The undersigned person, being a shareholder, hereby proposes that the two following policies be adopted:

(1) That Fidelity publish and distribute to each shareholder by email or regular post a statement of policies detailing the rules and procedures pertaining to the brokerage and valuation of the money market securities and/or other instruments within the fund(s), and that a signed compliance statement be included.

(2) That Fidelity publish and distribute to each shareholder by email or regular post a quarterly estimate of brokerage costs including, as may be applicable, estimates of the dealer spreads including interest or discount paid or received, incurred with respect to trading of money market securities and/or other instruments if not deemed securities; and that such estimate shall include a breakdown with corresponding dollar amounts for the top twenty five brokers and/or counterparties dealing with the buying and selling or hypothecation of securities or investment instruments for the fund(s), and that a signed compliance statement be included. This accounting shall include information disclosing what remuneration if any is gained by the Fidelity dealer desk for that quarter. A provision for noninterested shareholders to opt out of this reporting may be included, however the default shall be in favor of reporting to the shareholder."

You request our assurance that we would not recommend enforcement action to the Commission if the Funds exclude the Proposal because the Proponent has not provided sufficient information to determine whether he has met the eligibility requirements under Rule 14a-8(b); and because the Proposal consists of two distinct proposals, which violates Rule 14a-8(c). You state that after being timely notified of the Proposal's procedural and eligibility defects, the Proponent failed to cure such defects within the time prescribed by Rule 14a-8(f). You further state that even if the Proponent had met the procedural and eligibility requirements of Rule 14a-8, the Proposal may properly be excluded from the Funds' proxy materials for the following substantive reasons:

• the Proposal deals with matters relating to the Funds' ordinary business operations — Rule 14a-8(i)(7);
• the Proposal, although neutral on its face, represents the Proponent's personal grievance against Fidelity and the Funds and is designed to further the Proponent's personal interest — Rule 14a-8(i)(4); and
• the Proposal and the Supporting Statement are materially false and misleading in violation of the Commission's proxy rules because they impugn the Funds, their investment adviser and its affiliates without factual foundation, and contain statements that are irrelevant, vague and confusing to shareholders — Rule 14a-8(i)(3).

There appears to be some basis for your view that the Proposal may be excluded pursuant to Rule 14a-8(f). See, e.g., Viad Corp (pub. avail. March 19, 2007). Rule 14a-8(b) requires a proponent to provide a written statement that the proponent intends to hold its common stock through the date of the shareholder meeting. It appears that the Proponent did not respond to the Funds' request for this statement. Accordingly, the staff of the Division of Investment Management would not recommend enforcement action against the Funds if they omit the Proposal from their Proxy Materials in reliance upon Rules 14a-8(b) and 14a-8(f). In reaching this position, we have not found it necessary to address the alternative bases for omission upon which the Funds rely.

Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please call the staff of the Division of Investment Management, Office of Disclosure and Review at (202) 551-6921.

Incoming Letter

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/investment/noaction/2009/
fidelity042709.htm