February 10, 2023
Via E-mail
Ren e Fuller
Fidelity Investments
245 Summer Street
Boston, MA 02210
Re: Fidelity Cherry Street Trust
File No. 811-23840
Dear Ms. Fuller:
On January 11, 2023, you filed a registration statement on Form N-1A
on behalf of the
Fidelity Cherry Street Trust (the Fund ). We have reviewed the
registration statement and have
provided our comments below. Where a comment is made with regard to disclosure
in one
location, it is applicable to all similar disclosure appearing elsewhere in the
registration
statement. All capitalized terms not otherwise defined herein have the meaning
given to them in
the registration statement.
LEGAL COMMENTS
Declaration of Trust
1. Page 14 Derivative Actions Please disclose the pre-suit demand
requirement in an
appropriate location in the Prospectus.
2. Page 23 Exclusive Jurisdiction Please disclose in an appropriate
location in the
Prospectus the exclusive federal forum provision and the corresponding
risks (e.g., that
shareholders may have to bring suit in an inconvenient and less favorable
forum and that
there is a question regarding the enforceability of this provision since
the 1933 Act and
1940 Act permit shareholder to bring claims arising from these Acts in
both state and
federal courts).
3. Page 23 Jury Trial Waiver Please disclose in an appropriate location
in the Prospectus
that shareholders waive the right to a jury trial.
Ren e Fuller
Fidelity Cherry Street Trust
Page 2
Prospectus
4. Page 3 Fund Summary Under Form N-1A Item 5(a), Instruction 2, A
Fund having
three or more sub-advisers, each of which manages a portion of the Fund
s portfolio,
need not identify each such sub-adviser, except that the Fund must
identify any sub-
adviser that is (or is reasonably expected to be) responsible for the
management of a
significant portion of the Fund s net assets. For purposes of this
paragraph, a significant
portion of a Fund s net assets generally will be deemed to be 30% or
more of the Fund s
net assets. Please confirm that the three sub-advisers for the Fund
will not handle a
significant portion of net assets as defined in the instruction, or
revise this section to
identify any sub-adviser that is (or is reasonably expected to be)
responsible for a
significant portion of the Fund s net assets.
5. Page 4 Principal Investment Strategies The Fund states, The
Adviser may use
derivative instruments and securities of other investment companies such
as exchange-
traded funds to equitize cash in situations involving large cash inflows
or anticipated
large redemptions. Based on this sentence, it appears that the Fund
may invest
principally in ETFs. Please disclose in the Prospectus principal risks
related to ETF
investing, or explain why they are not necessary.
6. Pages 6-7 Principal Risks A temporary defensive positions discussion
is included
within the leverage risk. For clarity, please discuss temporary
defensive positions in its
own paragraph and heading.
7. Page 14 Advisory Fees The Fund states, For each fund that invests
in Fidelity
Hedged Equity Central Fund in a given month, the Adviser receives a fee
equal to 50% of
the monthly management fee rate (including performance adjustments, if
any) that the
Adviser receives from the investing fund, multiplied by the average net
assets invested by
that fund in Fidelity Hedged Equity Central fund for the month.
Adviser is defined on
page 3 as Fidelity Diversifying Solutions LLC. It appears that the
defined term
Adviser is possibly being used to mean two different advisers and
is therefore
confusing. Also, it appears that, in addition to funds, institutional
investors may invest in
the Fund, but how such institutional investors are charged advisory fees
is not clear in the
registration statement. With these aspects in mind, please revise this
sentence for clarity.
Statement of Additional Information
8. Page 3 Investment Policies and Limitations Please indicate under
Item 16(a) of Form
N-1A, if applicable, that the fund is diversified.
9. Page 5 Please update the asset segregation section, as it appears to
be out of date with
reference to effective Rule 18f-4 of the 1940 Act.
10. Page 9 The Fund states, A fund may cover its transactions in
futures contracts and
related options by identifying on its books cash or liquid assets or by
other means, in any
manner permitted by applicable law as discussed herein under the
caption Investment
Ren e Fuller
Fidelity Cherry Street Trust
Page 3
Policies and Limitations -- Asset Segregation. Please review this
sentence in light of
Rule 18f-4 of the 1940 Act.
11. Page 24 Trustees and Officers Please clarify where the Statement
of Policy may be
viewed.
12. Page 25 Trustees and Officers Throughout the Trustees and Officers
section, please
revise to comply with Item 17(a)(1) of Form N-1A, which requires the
number of
portfolios in the fund complex overseen.
13. Page 31 Management Fees Like comment 7 above, this paragraph
assumes FDS is the
adviser to both the Fund and the investing fund, which may not be the
case. If FDS will
be the adviser for both funds, please clarify in the Advisory Fees
section on page 14 of
the Prospectus. Otherwise, please revise this section to reflect
clearly the fees to be paid
to FDS and who will pay such fees.
14. Page 31 Sub-Advisers With reference to the sub-advisers, please
provide the
compensation information required by Item 19(a)(3) of Form N-1A.
15. Page 32 Compensation The next to last paragraph on the page begins
an apparently
repetitive discussion of compensation. Please review, and if
repetitive, please consider
removing while maintaining clarity regarding co-managers Eric Granat
and Mitch
Livstone.
ACCOUNTING COMENTS
There are no accounting comments at this time.
Closing
A response to this letter should be in the form of a post-effective
amendment to this
registration statement. The post-effective amendment filing should be
accompanied by a
supplemental letter that includes your responses to each of these comments.
Where no change
will be made in the filing in response to a comment, please indicate this fact
in your
supplemental letter, and briefly state the basis for your position.
We remind you that the Fund and its management are responsible for the
accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action, or
absence of
action by the staff.
Ren e Fuller
Fidelity Cherry Street Trust
Page 4
Should you have any questions regarding this letter, please contact
me at (202) 551-
6197.
Sincerely,
/s/ Ryan Sutcliffe
Staff Attorney
cc: John Lee, Branch Chief
Christian Sandoe, Assistant Director