24F-2NT

1

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

"Rule 24f-2 Notice"

Fidelity Charles Street Trust


(Name of Registrant)

File No. 2-73133




1

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 Charles Street Trust


82 Devonshire Street, Boston, MA, 02109


2.  
Name of each series or class of funds for which this notice is filed:

Fidelity Asset Manager


3.  
Investment Company Act File Number:   811-3221


        Securities Act File Number:   2-73133


4.  
Last day of fiscal year for which this notice is filed:   September 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: 109,630,557


Aggregate Price:        1,749,703,695


9.  
Number and aggregate sale price of securities sold during the fiscal 
year:

Number of Shares: 160,664,925


Aggregate Price:        2,572,535,844



1

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: 160,664,925


Aggregate Price:        2,572,535,844


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):      2,572,535,844
    

(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):        (2,572,535,844)
        

(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:

November 19, 1996


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        November 25, 1996



* Please print the name and title of the signing officer below the 
signature.




1

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 Charles Street Trust


82 Devonshire Street, Boston, MA, 02109


2.  
Name of each series or class of funds for which this notice is filed:

Fidelity Asset Manager: Growth


3.  
Investment Company Act File Number:   811-3221


        Securities Act File Number:   2-73133


4.  
Last day of fiscal year for which this notice is filed:   September 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: 30,088,957


Aggregate Price:        475,104,628


9.  
Number and aggregate sale price of securities sold during the fiscal 
year:

Number of Shares: 55,049,906


Aggregate Price:        858,746,333



1

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: 55,049,906


Aggregate Price:        858,746,333


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):      858,746,333
    

(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):        (858,746,333)
        

(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:

November 19, 1996


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        November 25, 1996



* Please print the name and title of the signing officer below the 
signature.




1

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 Charles Street Trust


82 Devonshire Street, Boston, MA, 02109


2.  
Name of each series or class of funds for which this notice is filed:

Fidelity Asset Manager: Income


3.  
Investment Company Act File Number:   811-3221


        Securities Act File Number:   2-73133


4.  
Last day of fiscal year for which this notice is filed:   September 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: 22,370,929


Aggregate Price:        258,267,739



1

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: 22,370,929


Aggregate Price:        258,267,739


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):      258,267,739
    

(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):        (258,267,739)
        

(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:

November 19, 1996


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        November 25, 1996



* Please print the name and title of the signing officer below the 
signature.




1

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 Charles Street Trust


82 Devonshire Street, Boston, MA, 02109


2.  
Name of each series or class of funds for which this notice is filed:

Fidelity Short-Intermediate Government Fund


3.  
Investment Company Act File Number:   811-3221


        Securities Act File Number:   2-73133


4.  
Last day of fiscal year for which this notice is filed:   September 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: 4,570,301


Aggregate Price:        42,235,201


8.  
Number and amount of securities registered during the fiscal year 
other than pursuant to rule 24f-2:

Number of Shares: 283,254


Aggregate Price:        2,634,259


9.  
Number and aggregate sale price of securities sold during the fiscal 
year:

Number of Shares: 5,363,577


Aggregate Price:        50,679,300



1

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: 5,363,577


Aggregate Price:        50,679,300


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):      50,679,300
    

(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):        (50,679,300)
        

(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:

November 19, 1996


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        November 25, 1996



* Please print the name and title of the signing officer below the 
signature.




1

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 Charles Street Trust


82 Devonshire Street, Boston, MA, 02109


2.  
Name of each series or class of funds for which this notice is filed:

Spartan Investment Grade Bond Fund


3.  
Investment Company Act File Number:   811-3221


        Securities Act File Number:   2-73133


4.  
Last day of fiscal year for which this notice is filed:    September 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: 43,903,819


Aggregate Price:        449,163,922



1

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: 43,903,819


Aggregate Price:        449,163,922


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):      449,163,922
    

(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):        (240,703,507)
        

(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):    208,460,415
        

(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)]:      63,169.82
    

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:

November 19, 1996


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        November 25, 1996



* Please print the name and title of the signing officer below the 
signature.




1

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 Charles Street Trust


82 Devonshire Street, Boston, MA, 02109


2.  
Name of each series or class of funds for which this notice is filed:

Spartan Short Term Bond Fund


3.  
Investment Company Act File Number:   811-3221


        Securities Act File Number:   2-73133


4.  
Last day of fiscal year for which this notice is filed:    September 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: 68,857,423


Aggregate Price:        614,208,213


8.  
Number and amount of securities registered during the fiscal year 
other than pursuant to rule 24f-2:

Number of Shares: 31,877,517


Aggregate Price:        287,216,425


9.  
Number and aggregate sale price of securities sold during the fiscal 
year:

Number of Shares: 12,761,279


Aggregate Price:        116,083,047



1

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: 12,761,279


Aggregate Price:        116,083,047


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):      116,083,047
    

(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):        (116,083,047)
        

(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:

November 19, 1996


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        November 25, 1996



* Please print the name and title of the signing officer below the 
signature.

EX-99

November 19, 1996
Mr. John Costello, Assistant Treasurer
Fidelity Charles Street Trust
Fidelity Asset Manager
Fidelity Asset Manager: Growth
Fidelity Asset Manager: Income
Fidelity Short-Intermediate Government Fund
Spartan Investment Grade Bond Fund 
Spartan Short-Term Bond Fund: (the funds)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Charles Street Trust (the trust) is a Massachusetts business 
trust initially created under the name "Fidelity U.S. Treasury Trust" 
under a written Declaration of Trust, dated July 7, 1981, executed 
and delivered in Boston, Massachusetts on that date.  The name 
was changed to "Fidelity Federal Reserves" by a Supplement to the 
Declaration of Trust dated September 30, 1981, which was filed 
with the Secretary of the Commonwealth on October 14, 1981.  
The name of the trust was further 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" by a Supplement to the 
Declaration of Trust, dated December 23, 1987, which was filed 
with the Secretary of the Commonwealth of Massachusetts on 
December 31, 1987.  An amended Declaration of Trust, dated 
November 18, 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 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 fully paid and nonassessable.  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 or 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 on 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 
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 300,114,435 shares of the trust (the "Shares") sold in reliance 
upon Rule 24f-2 during the fiscal year ended September 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 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 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.


/s/Arthur S. Loring
Arthur S. Loring 
Vice President- Legal