FIDELITY PHILLIPS STREET TRUST, 485BPOS, 2000-01-21

FIDELITY PHILLIPS STREET TRUST
485BPOS, 2000-01-21

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT (No. 2-63350)
UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 45 [X]

and

REGISTRATION STATEMENT (No. 811-2890)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 45 [X]

Fidelity Phillips Street Trust
(Exact Name of Registrant as Specified in Charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number: 617-563-7000

Eric D. Roiter, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)

It is proposed that this filing will become effective

( ) immediately upon filing pursuant to paragraph (b).
(X) on January 24, 2000 pursuant to paragraph (b).
( ) 60 days after filing pursuant to paragraph (a)(1).
( ) on ( ) pursuant to paragraph (a)(1) of Rule 485.
( ) 75 days after filing pursuant to paragraph (a)(2).
( ) on ( ) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
( ) this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Like securities of all mutual
funds, these securities have
not been approved or
disapproved by the
Securities and Exchange
Commission, and the
Securities and Exchange
Commission has not
determined if this
prospectus is accurate or
complete. Any
representation to the
contrary is a criminal
offense.

FIDELITY
CASH RESERVES
(fund number 055, trading symbol FDRXX)

AND

FIDELITY
U.S. GOVERNMENT RESERVES
(fund number 050, trading symbol FGRXX)

PROSPECTUS

JANUARY 24 , 2000

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 3 INVESTMENT SUMMARY

3 PERFORMANCE

4 FEE TABLE

FUND BASICS 6 INVESTMENT DETAILS

7 VALUING SHARES

SHAREHOLDER INFORMATION 7 BUYING AND SELLING SHARES

15 EXCHANGING SHARES

15 ACCOUNT FEATURES AND POLICIES

17 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

18 TAX CONSEQUENCES

FUND SERVICES 18 FUND MANAGEMENT

18 FUND DISTRIBUTION

APPENDIX 19 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

CASH RESERVES seeks as high a level of current income as is consistent
with the preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Investing in U.S. dollar-denominated money market
securities and repurchase agreements, and entering into reverse
repurchase agreements.

(small solid bullet) Investing more than 25% of total assets in the
financial services industry.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) FINANCIAL SERVICES EXPOSURE. Changes in
government regulation and interest rates and economic downturns
can have a significant negative effect on issuers in the financial
services sector.

(small solid bullet) ISSUER-SPECIFIC CHANGES. A decline in the credit
quality of an issuer or the provider of credit support or a
maturity-shortening structure for a security can cause the price of a
money market security to decrease.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency. Although the fund seeks to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.

INVESTMENT OBJECTIVE

U.S. GOVERNMENT RESERVES seeks as high a level of current income as is
consistent with the security of principal and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing in U.S. Government securities and
repurchase agreements for those securities , and entering into
reverse repurchase agreements.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

PERFORMANCE

The following information illustrates the changes in each
fund's performance from year to year. Returns are based on past
results and are not an indication of future performance.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CASH RESERVES

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

7.81% 6.00% 3.75% 2.94% 3.96% 5.66% 5.16% 5.34% 5.29% 4.99%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: 7.81
Row: 2, Col: 1, Value: 6.0
Row: 3, Col: 1, Value: 3.75
Row: 4, Col: 1, Value: 2.94
Row: 5, Col: 1, Value: 3.96
Row: 6, Col: 1, Value: 5.659999999999999
Row: 7, Col: 1, Value: 5.159999999999999
Row: 8, Col: 1, Value: 5.34
Row: 9, Col: 1, Value: 5.29
Row: 10, Col: 1, Value: 4.99

DURING THE PERIODS SHOWN IN THE CHART FOR CASH RESERVES, THE HIGHEST
RETURN FOR A QUARTER WAS 1.92 % (QUARTER ENDED MARCH 31, 1990)
AND THE LOWEST RETURN FOR A QUARTER WAS 0.71 % (QUARTER ENDED
SEPTEMBER 30, 1993).

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT RESERVES

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

7.66% 5.65% 3.40% 2.62% 3.85% 5.60% 5.09% 5.29% 5.24% 4.91%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: 7.659999999999999
Row: 2, Col: 1, Value: 5.65
Row: 3, Col: 1, Value: 3.4
Row: 4, Col: 1, Value: 2.62
Row: 5, Col: 1, Value: 3.85
Row: 6, Col: 1, Value: 5.6
Row: 7, Col: 1, Value: 5.09
Row: 8, Col: 1, Value: 5.29
Row: 9, Col: 1, Value: 5.24
Row: 10, Col: 1, Value: 4.91

DUR ING THE PERIODS SHOWN IN THE CHART FOR U.S. GOVERNMENT RESERVES,
THE HIGHEST RETU RN FOR A QUARTER WAS 1.89% (QUARTER ENDED
SEPTEMBER 30, 1990 ) AND THE LOWEST RETURN FOR A QUARTER WAS
0.61% (QUARTER ENDED JUNE 30, 1993 ).

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Past 5 years Past 10 years
December 31, 1999

Cash Reserves 4.99% 5.29% 5.08%

U.S. Government Reserves 4.91% 5.23% 4.92%

If FMR had not reimbursed certain fund expenses during these periods,
U.S. Government Reserves' returns would have been lower.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold , or sell shares of a fund. The annual
fund operating expenses provided below for U.S. Government Reserves do
not reflect the effect of any reduction of certain expenses during the
period. The annual fund operating expenses provided below for Cash
Reserves are based on historical expenses.

SHAREHOLDER F EES (PAID BY THE INVESTOR DIRECTLY)

Sales charge (load) on None
purchases and reinvested
distributions

Deferred sales charge (load) None
on redemptions

Wire redemption fee $5.00

Annual account maintenance $12.00
fee (for accounts under
$2,500)

ANNUAL FUND OPERATING EXPENSES (PAID FROM FUND ASSETS)

CASH RESERVES Management fee .18%

Distribution and Service None
(12b-1) fee

Other expenses .26%

Total annual fund operating .44%
expenses

U.S. GOVERNMENT RESERVES Management fee .17%

Distribution and Service None
(12b-1) fee

Other expenses .24%

Total annual fund operating .41%
expenses

Through arrangements with the fund's custodian and transfer
agent , credits realized as a result of uninvested cash balances
are used to reduce custodian and transfer agent expenses. Including
these reductions, the total fund operating expenses would have been
0.40 % for U.S. Government Reserves .

This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.

Let's say, hypothetically, that each fund's annual return is 5% and
that your shareholder fees and each fund's annual operating expenses
are exactly as described in the fee table. This example illustrates
the effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account at the end of each time period
indicat ed:

CASH RESERVES 1 year $ 45

3 years $ 141

5 years $ 246

10 years $ 555

U.S. GOVERNMENT RESERVES 1 year $ 42

3 years $ 132

5 years $ 230

10 years $ 518

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

CASH RESERVES seeks as high a level of current income as is consistent
with the preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

FMR invests the fund's assets in U.S. dollar-denominated money market
securities of domestic and foreign issuers a nd repurchase
agreements. FMR also may enter into reverse repurchase agreements for
the fund.

FMR will invest more than 25% of the fund's total assets in the
financial services industry.

In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity , and diversification of the fund's
investments. FMR stresses maintaining a stable $1.00 share price,
liquidity, and income.

INVESTMENT OBJECTIVE

U.S. GOVERNMENT RESERVES seeks as high a level of current income as is
consistent with the security of principal and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

FMR invests the fund's assets in U.S. Government securities and
repurchase agreements for those securities. FMR also may enter into
reverse repurchase agreements for the fund.

In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturit y, and diversification of the fund's
investments. FMR stresses maintaining a stable $1.00 share price,
liquidit y, and income.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

MONEY MARKET SECURITIES are high-quality, short-term securities
that pay a fixed, variable , or floating interest rate.
Securities are often specifically structured so that they are eligible
investments for a money market fund. For example, in order to satisfy
the maturity restrictions for a money market fund, some money market
securities have demand or put features , which have the effect
of shortening the security's maturity . Money market securities
include bank certificates of deposit, bank acceptances, bank time
deposits, notes, commercial pape r, and U.S. Government
securities.

U.S. GOVERNMENT SECURITIES are high-quality securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of
the U.S. Government. U.S. Government securities may be backed by the
full faith and credit of the U.S. Treasury, the right to borrow from
the U.S. Treasury, or the agency or instrumentality issuing or
guaranteeing the security.

A REPURCHASE AGREEMENT is an agreement to buy a security at one price
and a simultaneous agreement to sell it back at an agreed-upon price.

PRINCIPAL INVESTMENT RISKS

Many factors affect each fund's performance. A fund's yield will
change daily based on changes in interest rates and other market
conditions. Although each fund is managed to maintain a stable $1.00
share price, there is no guarantee that the fund will be able to do
so. For example, a major increase in interest rates or a decrease in
the credit quality of the issuer of one of a fund's investments could
cause the fund's share price to decrease. While the funds will be
charged premiums by a mutual insurance company for coverage of
specified types of losses related to default or bankruptcy on certain
securities, a fund may incur losses regardless of the insurance. It is
important to note that neither the fund s ' share prices nor
their yields are guaranteed by the U.S. Government.

The following factors can significantly affect a fund's performance:

INTEREST RATE CHANGES. Money market securities have varying levels of
sensitivity to changes in interest rates. In general, the price of a
money market security can fall when interest rates rise and can rise
when interest rates fall. Securities with longer maturities and the
securities of issuers in the financial services sector can be
more sensitive to interest rate changes. Short-term securities tend to
react to changes in short-term interest rates.

FOREIGN EXPOSURE. Issuers located in foreign countries and entities
located in foreign countries that provide credit support or a
maturity-shortening structure can involve increased risks. Extensive
public information about the issuer or provider may not be available
and unfavorable political, economic , or governmental
developments could affect the value of the security.

FINANCIAL SERVICES EXPOSURE. Financial services companies are highly
dependent on the supply of short-term financing. The value of
securities of issuers in the financial services sector can be
sensitive to changes in government regulation and interest rates and
to economic downturns in the United States and abroad.

ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of issuer, and changes in general economic or
political conditions can affect the credit quality or value of an
issuer's securities. Entities providing credit support or a
maturity-shortening structure also can be affected by these types of
changes. If the structure of a security fails to function as intended,
the security could decline in value.

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

CASH RESERVES seeks as high a level of current income as is consistent
with preservation of capital and liquidity by investing in money
market instruments.

U.S. GOVERNMENT RESERVES seeks as high a level of current income as is
consistent with the security of principal and liquidity. The fund may
engage in repurchase agreements secured by obligations issued or
guaranteed as to principal and interest by the United States
Government or by any of its agencies or instrumentalities.

VALUING SHARES

Each fund is open for business each day the New York Stock Exchange
(NYSE) is open.

Each fund's net asset value per share (NAV) is the value of a single
share. Fidelity(registered trademark) normally calculates each fund's
NAV as of the close of business of the NYSE, normally 4:00 p.m.
Eastern time. However, NAV may be calculated earlier if trading on the
NYSE is restricted or as permitted by the Securities and Exchange
Commission (SEC). Each fund's assets are valued as of this time for
the purpose of computing the fund's NAV.

To the extent that each fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of a fund's assets may not occur on days when the fund
is open for business.

Each fund's assets are valued on the basis of amortized cost.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

Fidelity Investments(registered trademark) was established in 1946 to
manage one of America's first mutual funds. Today, Fidelity is the
largest mutual fund company in the country, and is known as an
innovative provider of high-quality financial services to individuals
and institutions.

In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage
Services, Inc. (FBSI). Fidelity is also a leader in providing
tax-advantaged retirement plans for individuals investing on their own
or through their employer.

For account, product and service information, please use the following
Web site and phone numbers:

(small solid bullet) For information over the Internet, visit
Fidelity's Web site at www.fidelity.com.

(small solid bullet) For accessing account information automatically
by phone, use Fidelity Automated Service Telephone (FAST SM) ,
1-800-544-5555.

(small solid bullet) For exchanges, redemptions, and account
assistance, 1-800-544- 6666 .

(small solid bullet) For mutual fund and brokerage information,
1-800-544- 6666 .

(small solid bullet) For retirement information,
1-800-544- 4774 .

(small solid bullet) TDD - Service for the Deaf and Hearing-Impaired,
1-800-544-0118 (9:00 a.m. - 9:00 p.m. Eastern time).

Please use the following addresses:

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

OVERNIGHT EXPRESS

Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS

Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-55 8 7

You may buy or sell shares of the funds through a retirement account
or an investment professional. If you invest through a retirement
account or an investment professional, the procedures for buying,
sellin g , and exchanging shares of a fund and the account
features and policies may differ. Additional fees may also apply to
your investment in a fund, including a transaction fee if you buy or
sell shares of the fund through a broker or other investment
professional.

Certain methods of contacting Fidelity, such as by telephone or
electronically, may be unavailable or delayed (for example, during
periods of unusual market activity). In addition, the level and type
of service available may be restricted based on criteria established
by Fidelity.

The different ways to set up (register) your account with Fidelity are
listed in the following table.

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT

FOR YOUR GENERAL INVESTMENT NEEDS

RETIREMENT

FOR TAX-ADVANTAGED RETIREMENT SAVINGS

(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)

(solid bullet) ROTH IRAS

(solid bullet) ROLLOVER IRAS

(solid bullet) 401(K) PLANS AND CERTAIN OTHER 401(A)-QUALIFIED
PLANS

(solid bullet) KEOGH PLANS

(solid bullet) SIMPLE IRAS

(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS)

(solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS)

(solid bullet) 403(B) CUSTODIAL ACCOUNTS

(solid bullet) DEFERRED COMPENSATION PLANS (457 PLANS)

GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)

TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

TRUST

FOR MONEY BEING INVESTED BY A TRUST

BUSINESS OR ORGANIZATION

FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS

BUYING SHARES

The price to buy one share of each fund is the fund's NAV. Each fund's
shares are sold without a sales charge.

Your shares will be bought at the next NAV calculated after your
investment is received in proper form.

Short-term or excessive trading into and out of a fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, a fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
that fund. For these purposes, FMR may consider an investor's trading
history in that fund or other Fidelity funds, and accounts under
common ownership or control.

Each fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.

When you place an order to buy shares, note the following:

(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.

(small solid bullet) Fidelity does not accept cash.

(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.

(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.

(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees a fund or
Fidelity has incurred.

MINIMUMS

TO OPEN AN ACCOUNT $2,500
For certain Fidelity retirement accountsA $500
TO ADD TO AN ACCOUNT $250
Through regular investment plans $100
MINIMUM BALANCE $2,000
For certain Fidelity retirement accountsA $500

A FIDELITY TRADITIONAL IRA, ROTH IRA , ROLLOVER IRA,
SEP-IRA, AND KEOGH ACCOUNTS.

These minimums may be lower for purchases through a Fidelity
GoalPlannerSM account in Cash Reserves. There is no minimum account
balance or initial or subsequent purchase minimum for
investments through Fidelity Portfolio Advisory Services SM, a
qualified state tuition program, certain Fidelity retirement accounts
funded through salary deduction, or accounts opened with the proceeds
of distributions from such retirement accounts. In addition, each fund
may waive or lower purchase minimums in other circumstances.

KEY INFORMATION

PHONE 1-800-544-6666 TO OPEN AN ACCOUNT

(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.
TO ADD TO AN ACCOUNT

(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.

(small solid bullet) Use
Fidelity Money
Line(registered trademark)
to transfer from your bank
account.

INTERNET WWW.FIDELITY.COM TO OPEN AN ACCOUNT

(small solid bullet) Complete
and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address
under "Mail" below.
TO ADD TO AN ACCOUNT

(small solid bullet) Exchange
from another Fidelity fund.

(small solid bullet) Use
Fidelity Money Line to
transfer from your bank
account.

MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770001 CINCINNATI, (small solid bullet) Complete
OH 45277-0002 and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address at
left.

TO ADD TO AN ACCOUNT

(small solid bullet) Make
your check payable to the
complete name of the fund.
Indicate your fund account
number on your check and
mail to the address at left.

(small solid bullet) Exchange
from another Fidelity fund.
Send a letter of instruction
to the address at left,
including your name, the
funds' names, the fund
account numbers, and the
dollar amount or number of
shares to be exchanged.

IN PERSON TO OPEN AN ACCOUNT

(small solid bullet) Bring
your application and check
to a Fidelity Investor
Center. Call 1-800-544-9797
for the center nearest you.

TO ADD TO AN ACCOUNT

(small solid bullet) Bring
your check to a Fidelity
Investor Center. Call
1-800-544-9797 for the
center nearest you.

WIRE TO OPEN AN ACCOUNT

(small solid bullet) Call
1-800-544-6666 to set up
your account and to arrange
a wire transaction.

(small solid bullet) Wire
within 24 hours to: Bankers
Trust Company, Bank Routing
# 021001033, Account #
00163053.

(small solid bullet) Specify
the complete name of the
fund and include your new
fund account number and your
name.

TO ADD TO AN ACCOUNT

(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00163053.

(small solid bullet) Specify
the complete name of the
fund and include your fund
account number and your name.

AUTOMATICALLY TO OPEN AN ACCOUNT

(small solid bullet) Not
available.

TO ADD TO AN ACCOUNT

(small solid bullet) Use
Fidelity Automatic Account
Builder(registered
trademark) or Direct Deposit.

(small solid bullet) Use
Fidelity Automatic Exchange
Service to exchange from a
Fidelity money market fund.

SELLING SHARES

The price to sell one share of each fund is the fund's NAV.

Your shares will be sold at the next NAV calculated after your order
is received in proper form.

Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:

(small solid bullet) You wish to sell more than $100,000 worth of
shares;

(small solid bullet) Your account registration has changed within the
last 15 or 30 days, depending on your account ;

(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);

(small solid bullet) The check is being made payable to someone other
than the account owner; or

(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank,
broker (including Fidelity Investor Centers), dealer, credit union (if
authorized under state law), securities exchange or association,
clearing agency, or savings association. A notary public cannot
provide a signature guarantee.

When you place an order to sell shares, note the following:

(small solid bullet) If you are selling some but not all of your
shares, leave at least $2,000 worth of shares in the account to keep
it open ($500 for retirement accounts), except accounts not subject to
account minimums.

(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
a fund.

(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until money from prior purchases sufficient to cover your
redemption has been received and collected. This can take up to seven
business days after a purchase.

(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.

(small solid bullet) Redemption proceeds may be paid in securities or
other property rather than in cash if FMR determines it
is in the best interests of a fund.

(small solid bullet) If you sell shares by writing a check and the
amount of the check is greater than the value of your account, your
check will be returned to you and you may be subject to additional
charges.

(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.

(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

KEY INFORMATION

PHONE 1-800-544-6666 (small solid bullet) Call the
phone number at left to
initiate a wire transaction
or to request a check for
your redemption.

(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.

(small solid bullet) Exchange
to another Fidelity fund.
Call the phone number at left.

INTERNET WWW.FIDELITY.COM (small solid bullet) Exchange
to another Fidelity fund.

(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.

MAIL FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANT,
P.O. BOX 660602 DALLAS, TX SOLE PROPRIETORSHIP, UGMA,
75266-0602 UTMA

(small solid bullet) Send a
letter of instruction to the
address at left, including
your name, the fund's name,
your fund account number,
and the dollar amount or
number of shares to be sold.
The letter of instruction
must be signed by all
persons required to sign for
transactions, exactly as
their names appear on the
account.

RETIREMENT ACCOUNT

(small solid bullet) The
account owner should
complete a retirement
distribution form. Call
1-800-544-6666 to request one.

TRUST

(small solid bullet) Send a
letter of instruction to the
address at left, including
the trust's name, the fund's
name, the trust's fund
account number, and the
dollar amount or number of
shares to be sold. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.

BUSINESS OR ORGANIZATION

(small solid bullet) Send a
letter of instruction to the
address at left, including
the firm's name, the fund's
name, the firm's fund
account number, and the
dollar amount or number of
shares to be sold. At least
one person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN

(small solid bullet) Call
1-800-544-6666 for
instructions.

IN PERSON INDIVIDUAL, JOINT TENANT,
SOLE PROPRIETORSHIP, UGMA,
UTMA

(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. The
letter of instruction must
be signed by all persons
required to sign for
transactions, exactly as
their names appear on the
account.

RETIREMENT ACCOUNT

(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit a
Fidelity Investor Center to
request one. Call
1-800-544-9797 for the
center nearest you.

TRUST

(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.

BUSINESS OR ORGANIZATION

(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. At least
one person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.
(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN

(small solid bullet) Visit a
Fidelity Investor Center for
instructions. Call
1-800-544-9797 for the
center nearest you.

AUTOMATICALLY (small solid bullet) Use
Fidelity Automatic Exchange
Service to exchange from
Cash Reserves and U.S.
Government Reserves to
another Fidelity fund.

CHECK (small solid bullet) Write a
check to sell shares from
your account.

EXCHANGING SHARES

An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.

As a shareholder, you have the privilege of exchanging shares of a
fund for shares of other Fidelity funds.

However, you should note the following policies and restrictions
governing exchanges:

(small solid bullet) The fund you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund, read its
prospectus.

(small solid bullet) Exchanges may have tax consequences for you.

(small solid bullet) Currently, there is no limit on the number of
exchanges out of a fund.

(small solid bullet) Each fund may refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.

The funds may terminate or modify the exchange privileges in the
future.

Other funds may have different exchange restrictions, and may
impose trading fees of up to 3.00% of the amount exchanged. Check each
fund's prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following features are available to buy and sell shares of the
funds.

AUTOMATIC INVESTMENT PROGRAMS. Fidelity offers convenient
services that let you automatically transfer money into your account
or between accounts. While automatic investment programs do not
guarantee a profit and will not protect you against loss in a
declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term
financial goals. Automatic exchange programs can be a convenient way
to move money between your investments.

<TABLE>
<CAPTION>
<S> <C> <C>
FIDELITY AUTOMATIC ACCOUNT
BUILDER TO MOVE MONEY FROM
YOUR BANK ACCOUNT TO A
FIDELITY FUND.

MINIMUM FREQUENCY PROCEDURES

$100 Monthly or quarterly (small solid bullet) To set
up for a new account,
complete the appropriate
section on the fund
application.

(small solid bullet) To set
up for existing accounts,
call 1-800-544-6666 or visit
Fidelity's Web site for an
application.

(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
investment date.

DIRECT DEPOSIT TO SEND ALL OR
A PORTION OF YOUR PAYCHECK
OR GOVERNMENT CHECK TO A
FIDELITY FUND.

MINIMUM FREQUENCY PROCEDURES

$100 Every pay period (small solid bullet) To set
up for a new account, check
the appropriate box on the
fund application.

(small solid bullet) To set
up for an existing account,
call 1-800-544-6666 or visit
Fidelity's Web site for an
authorization form.

(small solid bullet) To make
changes you will need a new
authorization form. Call
1-800-544-6666 or visit
Fidelity's Web site to
obtain one.

FIDELITY AUTOMATIC EXCHANGE
SERVICE TO MOVE MONEY FROM A
FIDELITY MONEY MARKET FUND
TO ANOTHER FIDELITY FUND.

MINIMUM FREQUENCY PROCEDURES

$100 Monthly, bimonthly, (small solid bullet) To set
quarterly, or annually up, call 1-800-544-6666
after both accounts are
opened.

(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
exchange date.

</TABLE>

OTHER FEATURES. The following other features are also available to buy
and sell shares of the funds.

WIRE

TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the Wire feature before
using it. Complete the appropriate section on the application when
opening your account, or call 1-800-544- 6666 to add the feature
after your account is opened. Call 1-800-544- 6666 before your
first use to verify that this feature is set up on your account.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

(small solid bullet) There will be a $5.00 fee for each wire
redemption for Cash Reserves and U.S. Government Reserves.

FIDELITY MONEY LINE

TO TRANSFER MONEY BETWEEN YOUR BANK ACCOUNT AND YOUR FUND ACCOUNT.

(small solid bullet) You must sign up for the Money Line feature
before using it. Complete the appropriate section on the application
and then call 1-800-544- 6666 or visit Fidelity's Web site
before your first use to verify that this feature is set up on your
account.

(small solid bullet) Most transfers are complete within three business
days of your call.

(small solid bullet) Minimum purchase: $100

(small solid bullet) Maximum purchase: $100,000

FIDELITY ON-LINE XPRESS+(registered trademark)

TO MANAGE YOUR INVESTMENTS THROUGH YOUR PC.

CALL 1-800-544- 0240 OR VISIT FIDELITY'S WEB SITE FOR MORE
INFORMATION.

(small solid bullet) For account balances and holdings;

(small solid bullet) To review recent account history;

(small solid bullet) For mutual fund and brokerage trading; and

(small solid bullet) For access to research and analysis tools.

FIDELITY ONLINE TRADING

TO ACCESS AND MANAGE YOUR ACCOUNT OVER THE INTERNET AT FIDELITY'S WEB
SITE.

(small solid bullet) For account balances and holdings;

(small solid bullet) To review recent account history;

(small solid bullet) To obtain quotes;

(small solid bullet) For mutual fund and brokerage trading; and

(small solid bullet) To access third-party research on companies,
stocks, mutual funds and the market.

FAST

TO ACCESS AND MANAGE YOUR ACCOUNT AUTOMATICALLY BY PHONE USING
TOUCH TONE OR SPEECH RECOGNITION .

CALL 1-800-544-5555.

(small solid bullet) For account balances and holdings;

(small solid bullet) For mutual fund and brokerage trading;

(small solid bullet) To obtain quotes;

(small solid bullet) To review orders and mutual fund activity; and

(small solid bullet) To change your personal identification number
(PIN).

CHECKWRITING

TO REDEEM SHARES FROM YOUR ACCOUNT.

(small solid bullet) To set up, complete the appropriate section on
the application.

(small solid bullet) All account owners must sign a signature card to
receive a checkbook.

(small solid bullet) You may write an unlimited number of checks.

(small solid bullet) Minimum check amount: $500.

(small solid bullet) Do not try to close out your account by check.

(small solid bullet) To obtain more checks, call Fidelity at
1-800-544-6666.

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund or another fund and certain transactions through automatic
investment or withdrawal programs).

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed to your household, even if you have more
than one account in a fund. Call Fidelity at 1-800-544-8544 if you
need additional copies of financial reports or prospectuses.

Electronic copies of most financial reports and prospectuses are
available at Fidelity's Web site. To participate in Fidelity's
electronic delivery program, call Fidelity or visit Fidelity's Web
site for more information.

You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions.

When you sign your ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require a fund to withhold 31% of your taxable distributions and
redemptions.

Fidelity may deduct an ANNUAL MAINTENANCE FEE of $12.00 from accounts
with a value of less than $2,500, subject to an annual maximum charge
of $24.00 per shareholder. It is expected that accounts will be valued
on the second Friday in November of each year. Accounts opened after
September 30 will not be subject to the fee for that year. The fee,
which is payable to Fidelity, is designed to offset in part the
relatively higher costs of servicing smaller accounts. This fee will
not be deducted from Fidelity brokerage accounts, retirement accounts
(except non-prototype retirement accounts), accounts using regular
investment plans, or if total assets with Fidelity exceed $30,000.
Eligibility for the $30,000 waiver is determined by aggregating
accounts with Fidelity maintained by Fidelity Service Company, Inc. or
FBSI which are registered under the same social security number or
which list the same social security number for the custodian of a
Uniform Gifts/Transfers to Minors Act account.

If your ACCOUNT BALANCE falls below $2,000 (except accounts not
subject to account minimums), you will be given 30 days' notice to
reestablish the minimum balance. If you do not increase your balance,
Fidelity may close your account and send the proceeds to you. Your
shares will be sold at the NAV on the day your account is closed.

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as
providing historical account documents .

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

Each fund earns interest, dividends , and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. Each fund may also realize capital gains
from its investments, and distributes these gains (less losses), if
any, to shareholders as capital gain distributions.

Distributions you receive from each fund consist primarily of
dividends. Each fund normally declares dividends daily and pays them
monthly.

EARNING DIVIDENDS

Shares begin to earn dividends on the first business day following the
day of purchase.

Shares earn dividends until, but not including, the next business day
following the day of redemption.

DISTRIBUTION OPTIONS

When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
each fund's distributions:

1. REINVESTMENT OPTION. Your dividends and capital gain distributions,
if any, will be automatically reinvested in additional shares of the
fund. If you do not indicate a choice on your application, you will be
assigned this option.

2. CASH OPTION. Your dividends and capital gain distributions, if any,
will be paid in cash.

3. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividends
will be automatically invested in shares of another identically
registered Fidelity fund. Your capital gain distributions, if any,
will be automatically invested in shares of another identically
registered Fidelity fund, automatically reinvested in additional
shares of the fund, or paid in cash.

Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, call Fidelity.

If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.

TAX CONSEQUENCES

As with any investment, your investment in a fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.

Distributions you receive from each fund are subject to federal
income tax, and may also be subject to state or local taxes.

For federal tax purposes, each fund's dividends and distributions of
short-term capital gains are taxable to you as ordinary income,
while each fund's distributions of long-term capital gains, if
any, are taxable to you generally as capital gains.

Any taxable distributions you receive from a fund will normally be
taxable to you when you receive them, regardless of your distribution
option. If you elect to receive distributions in cash or to invest
distributions automatically in shares of another Fidelity fund, you
will receive certain December distributions in January, but those
distributions will be taxable as if you received them on December 31.

FUND SERVICES

FUND MANAGEMENT

Each fund is a mutual fund, an investment that pools shareholders'
money and invests it toward a specified goal.

FMR is each fund's manager.

As of M arch 25, 199 9, FMR had approximately $ 521.7
billion in discretionary assets under management.

As the manager, FMR is responsible for choosing each
fund' s investments and handling its business affairs.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, serves as sub-adviser for each fund. FIMM is primarily
responsible for choosing investments for each fund.

FIMM is an affiliate of FMR. As of March 29, 199 9, FIMM had
approximately $159.8 billion in discretionary assets under
management.

A fund could be adversely affected if the computer systems used by FMR
and other service providers do not properly process and calculate
date-related information from and after January 1, 2000. FMR has
advised each fund that it is actively working on necessary changes to
its computer systems and expects that its systems, and those of other
major service providers, will be modified prior to January 1, 2000.
However, there can be no assurance that there will be no adverse
impact on a fund.

From time to time a manager, analyst, or other Fidelity employee
may express views regarding a particular company, security, industry,
or market sector. The views expressed by any such person are the views
of only that individual as of the time expressed and do not
necessarily represent the views of Fidelity or any other person in the
Fidelity organization. Any such views are subject to change at any
time based upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.

Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.

Each fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. The fee for each fund is
calculated by adding a group fee rate to an individual fund fee rate,
dividing by twelve and multiplying the result by the fund's average
net assets throughout the month, and then adding an income-based fee.

The income-based fee is 6% of the fund's monthly gross income in
excess of an annualized 5% yield, but it cannot rise above an annual
rate of 0.24% of the fund's average net assets throughout that month.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.37%, and it
drops as total assets under management increase.

For November 1999, the group fee rate was 0.1275 %. The
individual fund fee rate is 0.03 % for Cash Reserves and U.S.
Government Reserves

The total management fee for the fiscal year ended November
30 , 1999, was 0.18 % of the fund's average net assets
for Cash Reserves and 0.17 % of the fund's average net
assets for U. S. Government Reserves.

FMR pays FIMM for providing assistance with investment advisory
services.

FMR may, from time to time, agree to reimburse the funds for
management fees and other expenses above a specified limit. FMR
retains the ability to be repaid by a fund if expenses fall below the
specified limit prior to the end of the fiscal year. Reimbursement
arrangements, which may be discontinued by FMR at any time, can
decrease a fund's expenses and boost its performance.

FUND DISTRIBUTION

Fidelity Distributors Corporation (FDC) distributes each fund's
shares.

Each fund has adopted a Distribution and Service Plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 that recognizes that
FMR may use its management fee revenues, as well as its past profits
or its resources from any other source, to pay FDC for expenses
incurred in connection with providing services intended to result in
the sale of fund shares and/or shareholder support services. FMR,
directly or through FDC, may pay intermediaries, such as banks,
broker-dealers and other service-providers, that provide those
services. Currently, the Board of Trustees of each fund has authorized
such payments.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of a fund, provided that the fund receives
brokerage services and commission rates comparable to those of other
broker-dealers.

No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this p rospectus and in the
related s tatement of additional i nformation (SAI), in
connection with the offer contained in this p rospectus. If
given or made, such other information or representations must not be
relied upon as having been authorized by the funds or FDC. This
p rospectus and the related SAI do not constitute an offer by
the funds or by FDC to sell shares of the funds to or to buy
shares of the funds from any person to whom it is unlawful to
make such offer.

APPENDIX

FINANCIAL HIGHLIGHTS

T he financial highlights tables are intended to help you
understand each fund's financial history for the past 5 years. Certain
information reflects finan cial results for a single fund share. The
total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in the fund (assuming
reinvestment of all dividends and distributions). This information
has been audited by PricewaterhouseCoopers LLP, independent
accountants, whose reports, along with each fund's financial
highlights and financial statements, are included in each fund's
annual report. A free copy of each annual report is available upon
request.

CASH RESERVES

Years ended November 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
of period

Income from Investment .048 .052 .052 .051 .055
Operations Net interest
income

Less Distributions

From net interest income (.048) (.052) (.052) (.051) (.055)

Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN A 4.94% 5.34% 5.30% 5.18% 5.67%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 37,981 $ 30,700 $ 23,498 $ 21,241 $ 18,432
millions)

Ratio of expenses to average .44% .47% .49% .51% .55%
net assets

Ratio of expenses to average .44% .47% .48% B .51% .55%
net assets after expense
reductions

Ratio of net interest income 4.85% 5.20% 5.22% 5.06% 5.50%
to average net assets

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.

U.S. GOVERNMENT RESERVES

Years ended November 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period

Income from Investment .048 .052 .051 .050 .055
Operations Net interest
income

Less Distributions

From net interest income (.048) (.052) (.051) (.050) (.055)

Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN A 4.86% 5.29% 5.26% 5.12% 5.60%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 1,542 $ 1,427 $ 1,290 $ 1,243 $ 1,188
millions)

Ratio of expenses to average .41% .45% .48% .51% .55%
net assets

Ratio of expenses to average .40% B .44% B .48% .50% B .55%
net assets after expense
reductions

Ratio of net interest income 4.77% 5.16% 5.13% 5.02% 5.43%
to average net assets

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.

You can obtain additional information about the funds. The funds' SAI
includes more detailed information about each fund and its
investments. The SAI is incorporated herein by reference (legally
forms a part of the prospectus). Each fund's annual and semi-annual
reports include a discussion of the fund's holdings and recent market
conditions and the fund's investment strategies that affected
performance.

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-800-544-8544. In addition , you may visit Fidelity's Web site
at www.fidelity.com for a free copy of a prospectus or an annual or
semi-annual report or to request other information.

The SAI, the funds' annual and semi-annual reports and other related
materials are available on the SEC's Internet Web site
(http://www.sec.gov). You can obtain copies of this information upon
paying a duplicating fee, by writing the Public Reference Section of
the SEC, Washington, D.C. 20549-6009. You can also review and copy
information about the funds, including the funds' SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for
information on the operation of the SEC's Public Reference Room.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-2890

Fidelity Investments & (Pyramid) Design, Fidelity, Fidelity
Investments , Fidelity Money Line, Fidelity Automatic Account
Builder, Fidelity On-Line Xpress+, and Directed Dividends are
registered trademarks of FMR Corp.
FAST , Fidelity GoalPlanner , and Portfolio Advisory
Services are service marks of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

1.701889.102 CAS/FUS-p ro-0100

FIDELITY CASH RESERVES
FIDELITY U.S. GOVERNMENT RESERVES
FUNDS OF FIDELITY PHILLIPS STREET TRUST
STATEMENT OF ADDITIONAL INFORMATION

JANUARY 24, 2000

This statement of a dditional i nformation (SAI) is not a
prospectus. Portions of each fund' s annual
r eports are incorporated herein. The annual r eports are
supplied with this SAI.

To obtain a free additional copy of the p rospectus, dated
January 24, 2000, or an a nnua l r eport, please
call Fidelity(registered trademark) at 1-800-544-8544 or visit
Fidelity's Web site at www.fidelity.com.

TABLE OF CONTENTS PAGE

Investment Policies and 23
Limitations

Portfolio Transactions 26

Valuation 26

Performance 27

Additional Purchase, Exchange 33
and Redemption Information

Distributions and Taxes 33

Trustees and Officers 34

Control of Investment Advisers 37

Management Contracts 37

Distribution Services 41

Transfer and Service Agent 41
Agreements

Description of the Trust 41

Financial Statements 42

Appendix 42

(fidelity_logo_graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109

CAS/FUS-ptb-01 00
1.539389.102

INVESTMENT POLICIES AND LIMITATIONS

The following policies and limitations supplement those set forth in
the p rospectus. Unless otherwise noted, whenever an investment
policy or limitation states a maximum percentage of a fund's assets
that may be invested in any security or other asset, or sets forth a
policy regarding quality standards, such standard or percentage
limitation will be determined immediately after and as a result of the
fund's acquisition of such security or other asset. Accordingly, any
subsequent change in values, net assets, or other circumstances will
not be considered when determining whether the investment complies
with the fund's investment policies and limitations.

A fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (the
1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations
described in this SAI are not fundamental and may be changed without
shareholder approval.

INVESTMENT LIMITATIONS OF FIDELITY CASH RESERVES

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) purchase the securities of any issuer (other than obligations
issued or guaranteed as to principal and interest by the United States
government, its agencies or instrumentalities) if, as a result, more
than 5% of its total assets would be invested in the securities of
such issuer, provided however, that with respect to 25% of its total
assets, 10% of its total assets may be invested in the securities of
any single issuer;

(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;

(3) purchase securities on margin (but the fund may obtain such
credits as may be necessary for the clearance of purchases and sales
of securities);

(4) borrow money, except that the fund may (i) borrow money for
temporary or emergency purposes (not for leveraging or investment) and
(ii) engage in reverse repurchase agreements for any purpose; provided
that (i) and (ii) in combination do not exceed 33 1/3% of the fund's
total assets (including the amount borrowed) less liabilities (other
than borrowings). Any borrowings that come to exceed this amount will
be reduced within three days (not including Sundays and holidays) to
the extent necessary to comply with the 33 1/3% limitation;

(5) act as an underwriter (except as it may be deemed such in a sale
of restricted securities);

(6) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry, except
that the fund will invest more than 25% of its total assets in the
financial services industry;

(7) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);

(8) buy or sell commodities or commodity (futures) contracts;

(9) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limit does not apply to purchases of debt securities or to
repurchase agreements;

(10) invest in oil, gas, or other mineral exploration or development
programs; or

(11) invest in companies for the purpose of exercising control or
management.

(12) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objectives, policies, and limitations as
the fund.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(i) The fund does not currently intend to purchase a security (other
than obligations issued or guaranteed as to principal and interest by
the U.S. government, its agencies or instrumentalities) if, as a
result, more than 5% of its total assets would be invested in
securities of a single issuer; provided the fund may invest up to 10%
of its total assets in the first tier securities of a single issuer
for up to three business days and in the securities of money market
funds.

(ii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.

(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
af filiate serves as investment adviser or (b) by engaging in
reverse repurchase agreements w ith any party.

(iv) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.

(v) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 15 %
of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser.
(This limitation does not apply to purchases of debt securities or to
repurchase agreements.)

(vi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies,
and limitations as the fund.

For purposes of li mitati on s : (1) and (i), certain
securities subject to guarantees (including insurance, letters of
credit and demand features) are not considered securities of their
issuer, but are subject to separate diversification requirements, in
accordance with industry standard requirements for money market funds.

With respect to limitation: (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.

INVESTMENT LIMITATIONS OF FIDELITY U.S. GOVERNMENT RESERVES

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) purchase the securities of any issuer (other than obligations
issued or guaranteed as to principal and interest by the government of
the United States, its agencies or instrumentalities) if, as a result,
more than 5% of its total assets would be invested in the securities
of such issuer;

(3) purchase securities on margin (but the fund may obtain such
credits as may be necessary for the clearance of purchases and sales
of securities);

(5) act as an underwriter (except as it may be deemed such in a sale
of restricted securities);

(8) buy or sell commodities or commodity (futures) contracts;

(9) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements;

(10) invest in oil, gas, or other mineral exploration or developmental
programs; or

(11) invest in companies for the purpose of exercising control or
management.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(i) The fund does not currently intend to purchase the voting
securities of any issuer.

(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate s erves as investment adviser or (b) by engaging in
reverse repurchase agreements wit h any party.

(v) T he fund doe s not currently intend to lend assets other
than securities to other parties, except by lending money (up to 15%
of the f und's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser.
(This limitation does not apply to purchases of d ebt securities or
to repurchase agreements.)

For purposes of limitation (1), certain securities subject to
guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuer, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.

With respect to limitation (iv), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid
securities, it would consider appropriate steps to protect liquidity.

The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related
risks. FMR may not buy all of these instruments or use all of these
techniques unless it believes that doing so will help a fund
achieve its goal.

AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These
transactions may involve repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50
largest U.S. banks (measured by deposits); municipal securities; U.S.
Government securities with affiliated financial institutions that are
primary dealers in these securities; short-term currency transactions;
and short-term borrowings. In accordance with exemptive orders issued
by the Securities and Exchange Commission (SEC), the Board of Trustees
has established and periodically reviews procedures applicable to
transactions involving affiliated financial institutions.

ASSET-BACKED SECURITIES represent interests in pools of mortgages,
loans, receivables or other assets. Payment of interest and repayment
of principal may be largely dependent upon the cash flows generated by
the assets backing the securities and, in certain cases, supported by
letters of credit, surety bonds, or other credit enhancements.
Asset-backed security values may also be affected by other factors
including changes in interest rates, the availability of information
concerning the pool and its structure, the creditworthiness of the
servicing agent for the pool, the originator of the loans or
receivables, or the entities providing the credit enhancement. In
addition, these securities may be subject to prepayment risk.

BORROWING. Each fund may borrow from banks or from other funds advised
by FMR or its affiliates, or through reverse repurchase agreements,
and may make additional investments while borrowings are outstanding.

CENTRAL CASH FUNDS are money market funds managed by FMR or its
affiliates that seek to earn a high level of current income (free from
federal income tax in the case of a municipal money market fund) while
maintaining a stable $1.00 share price. The funds comply with
industry-standard requirements for money market funds regarding the
quality, maturity , and diversification of their investments.

DOMESTIC AND FOREIGN INVESTMENTS include U.S. dollar-denominated time
deposits, certificates of deposit, and bankers' acceptances of U.S.
banks and their branches located outside of the United States, U.S.
branches and agencies of foreign banks, and foreign branches of
foreign banks. Domestic and foreign investments may also include U.S.
dollar-denominated securities issued or guaranteed by other U.S. or
foreign issuers, including U.S. and foreign corporations or other
business organizations, foreign governments, foreign government
agencies or instrumentalities, and U.S. and foreign financial
institutions, including savings and loan institutions, insurance
companies, mortgage bankers, and real estate investment trusts, as
well as banks.

The obligations of foreign branches of U.S. banks may be general
obligations of the parent bank in addition to the issuing branch, or
may be limited by the terms of a specific obligation and by
governmental regulation. Payment of interest and repayment of
principal on these obligations may also be affected by governmental
action in the country of domicile of the branch (generally referred to
as sovereign risk). In addition, evidence of ownership of portfolio
securities may be held outside of the United States and a fund may be
subject to the risks associated with the holding of such property
overseas. Various provisions of federal law governing the
establishment and operation of U.S. branches do not apply to foreign
branches of U.S. banks.

Obligations of U.S. branches and agencies of foreign banks may be
general obligations of the parent bank in addition to the issuing
branch, or may be limited by the terms of a specific obligation and by
federal and state regulation, as well as by governmental action in the
country in which the foreign bank has its head office.

Obligations of foreign issuers involve certain additional risks. These
risks may include future unfavorable political and economic
developments, withholding taxes, seizures of foreign deposits,
currency controls, interest limitations, or other governmental
restrictions that might affect repayment of principal or payment of
interest, or the ability to honor a credit commitment. Additionally,
there may be less public information available about foreign entities.
Foreign issuers may be subject to less governmental regulation and
supervision than U.S. issuers. Foreign issuers also generally are not
bound by uniform accounting, auditing, and financial reporting
requirements comparable to those applicable to U.S. issuers.

ILLIQUID SECURITIES cannot be sold or disposed of in the ordinary
course of business at approximately the prices at which they are
valued. Difficulty in selling securities may result in a loss or may
be costly to a fund. Under the supervision of the Board of Trustees,
FMR determines the liquidity of a fund's investments and, through
reports from FMR, the Board monitors investments in illiquid
securities. In determining the liquidity of a fund's investments, FMR
may consider various factors, including (1) the frequency and volume
of trades and quotations, (2) the number of dealers and prospective
purchasers in the marketplace, (3) dealer undertakings to make a
marke t , and (4) the nature of the security and the market in
which it trades (including any demand, put or tender features, the
mechanics and other requirements for transfer, any letters of credit
or other credit enhancement features, any ratings, the number of
holders, the method of soliciting offers, the time required to dispose
of the security, and the ability to assign or offset the rights and
obligations of the security).

INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, a fund may lend money to, and borrow money
from, other funds advised by FMR or its affiliates. A fund will borrow
through the program only when the costs are equal to or lower than the
costs of bank loans , and will lend through the program only
when the returns are higher than those available from an investment in
repurchase agreements. Interfund loans and borrowings normally extend
overnight, but can have a maximum duration of seven days. Loans may be
called on one day's notice. A fund may have to borrow from a bank at a
higher interest rate if an interfund loan is called or not renewed.
Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional borrowing costs.

M ONEY MARKET INSURANCE. Each fund participates in a mutual
insurance company solely with other funds advised by FMR or its
affiliates. This company provides insurance coverage for losses on
certain money market instruments held by a participating fund
(eligible instruments), including losses from nonpayment of principal
or interest or a bankruptcy or insolvency of the issuer or credit
support provider, if any. The insurance does not cover losses
resulting from changes in interest rates or other market developments.
Each fund is charged an annual premium for the insurance coverage and
may be subject to a special assessment of up to approximately two and
one-half times the fund's annual gross premium if covered losses
exceed certain levels. A participating fund may recover no more than
$100 million annually, including all other claims of insured funds,
and may only recover if the amount of the loss exceeds 0.30% of its
eligible instruments. Each fund may incur losses regardless of the
insurance.

MONEY MARKET SECURITIES are high-quality, short-term obligations.
Money market securities may be structured to be, or may employ a trust
or other form so that they are, eligible investments for money market
funds. For example, put features can be used to modify the maturity of
a security or interest rate adjustment features can be used to enhance
price stability. If a structure fails to function as intended, adverse
tax or investment consequences may result. Neither the Internal
Revenue Service (IRS) nor any other regulatory authority has ruled
definitively on certain legal issues presented by certain structured
securities. Future tax or other regulatory determinations could
adversely affect the value, liquidity, or tax treatment of the income
received from these securities or the nature and timing of
distributions made by the funds.

MUNICIPAL SECURITIES are issued to raise money for a variety of public
or private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities.
They may be issued in anticipation of future revenues and may be
backed by the full taxing power of a municipality, the revenues from a
specific project, or the credit of a private organization. The value
of some or all municipal securities may be affected by uncertainties
in the municipal market related to legislation or litigation involving
the taxation of municipal securities or the rights of municipal
securities holders. A municipal security may be owned directly or
through a participation interest.

PUT FEATURES entitle the holder to sell a security back to the issuer
or a third party at any time or at specified intervals. In exchange
for this benefit, a fund may accept a lower interest rate. Securities
with put features are subject to the risk that the put provider is
unable to honor the put feature (purchase the security). Put providers
often support their ability to buy securities on demand by obtaining
letters of credit or other guarantees from other entities. Demand
features, standby commitments, and tender options are types of put
features.

REPURCHASE AGREEMENTS involve an agreement to purchase a security and
to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate
or maturity of the purchased security. As protection against the risk
that the original seller will not fulfill its obligation, the
securities are held in a separate account at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus
the accrued incremental amount. The value of the security purchased
may be more or less than the price at which the counterparty has
agreed to purchase the security. In addition, delays or losses could
result if the other party to the agreement defaults or becomes
insolvent. The funds will engage in repurchase agreement transactions
with parties whose creditworthiness has been reviewed and found
satisfactory by FMR.

RESTRICTED SECURITIES are subject to legal restrictions on their sale.
Difficulty in selling securities may result in a loss or be costly to
a fund. Restricted securities generally can be sold in privately
negotiated transactions, pursuant to an exemption from registration
under the Securities Act of 1933, or in a registered public offering.
Where registration is required, the holder of a registered security
may be obligated to pay all or part of the registration expense and a
considerable period may elapse between the time it decides to seek
registration and the time it may be permitted to sell a security under
an effective registration statement. If, during such a period, adverse
market conditions were to develop, the holder might obtain a less
favorable price than prevailed when it decided to seek registration of
the security.

REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that
security at an agreed-upon price and time. The funds will enter into
reverse repurchase agreements with parties whose creditworthiness has
been reviewed and found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of fund assets and a fund's
yield and may be viewed as a form of leverage.

SHORT SALES "AGAINST THE BOX" are short sales of securities that a
fund owns or has the right to obtain (equivalent in kind or amount to
the securities sold short). Short sales against the box could be used
to protect the net asset value per share (NAV) of the fund in
anticipation of increased interest rates, without sacrificing the
current yield of the securities sold short. If a fund enters into a
short sale against the box, it will be required to set aside
securities equivalent in kind and amount to the securities sold short
(or securities convertible or exchangeable into such securities) and
will be required to hold such securities while the short sale is
outstanding. The fund will incur transaction costs in connection with
opening and closing short sales against the box.

SOURCES OF LIQUIDITY OR CREDIT SUPPORT. Issuers may employ
various forms of credit and liquidity enhancements, including letters
of credit, guarantees, puts, and demand features, and insurance
provided by domestic or foreign entities such as banks and other
financial institutions. FMR may rely on its evaluation of the credit
of the liquidity or credit enhancement provider in determining
whether to purchase a security supported by such enhancement. In
evaluating the credit of a foreign bank or other foreign entities, FMR
will consider whether adequate public information about the entity is
available and whether the entity may be subject to unfavorable
political or economic developments, currency controls, or other
government restrictions that might affect its ability to honor its
commitment. Changes in the credit quality of the entity providing the
enhancement could affect the value of the security or a fund's share
price.

STRIPPED SECURITIES are the separate income or principal components of
a debt security. The risks associated with stripped securities are
similar to those of other money market securities, although stripped
securities may be more volatile. U.S. Treasury securities that have
been stripped by a Federal Reserve Bank are obligations issued by the
U.S. Treasury.

Privately stripped government securities are created when a dealer
deposits a U.S. Treasury security or other U.S. Government security
with a custodian for safekeeping. The custodian issues separate
receipts for the coupon payments and the principal payment, which the
dealer then sells.

Because the SEC does not consider privately stripped government
securities to be U.S. Government securities for purposes of Rule 2a-7,
a fund must evaluate them as it would non-government securities
pursuant to regulatory guidelines applicable to money market funds.

VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments
in the interest rate paid on the security. Variable rate securities
provide for a specified periodic adjustment in the interest rate,
while floating rate securities have interest rates that change
whenever there is a change in a designated benchmark rate. Some
variable or floating rate securities are structured with put features
that permit holders to demand payment of the unpaid principal balance
plus accrued interest from the issuers or certain financial
intermediaries.

WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS involve a
commitment to purchase or sell specific securities at a predetermined
price or yield in which payment and delivery take place after the
customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered.

When purchasing securities pursuant to one of these transactions, the
purchaser assumes the rights and risks of ownership, including the
risks of price and yield fluctuations and the risk that the security
will not be issued as anticipated. Because payment for the securities
is not required until the delivery date, these risks are in addition
to the risks associated with a fund's investments. If a fund remains
substantially fully invested at a time when a purchase is outstanding,
the purchases may result in a form of leverage. When a fund has sold a
security pursuant to one of these transactions, the fund does not
participate in further gains or losses with respect to the security.
If the other party to a delayed-delivery transaction fails to deliver
or pay for the securities, a fund could miss a favorable price or
yield opportunity or suffer a loss.

A fund may renegotiate a when-issued or forward transaction and may
sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.

PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are placed
on behalf of each fund by FMR pursuant to authority contained in the
management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and investment
accounts for which it or its affiliates act as investment adviser. In
selecting broker-dealers, subject to applicable limitations of the
federal securities laws, FMR considers various relevant factors,
including, but not limited to: the size and type of the transaction;
the nature and character of the markets for the security to be
purchased or sold; the execution efficiency, settlement capability,
and financial condition of the broker-dealer firm; the broker-dealer's
execution services rendered on a continuing basis; the reasonableness
of any commissions; and, if applicable, arrangements for payment of
fund expenses.

If FMR grants investment management authority to a sub-adviser (see
the section entitled "Management Contracts"), that sub-adviser is
authorized to place orders for the purchase and sale of portfolio
securities, and will do so in accordance with the policies described
above.

Each fund may execute portfolio transactions with broker-dealers who
provide research and execution services to the fund or other
investment accounts over which FMR or its affiliates exercise
investment discretion. Such services may include advice concerning the
value of securities; the advisability of investing in, purchasing, or
selling securities; and the availability of securities or the
purchasers or sellers of securities. In addition, such broker-dealers
may furnish analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and
performance of investment accounts; and effect securities transactions
and perform functions incidental thereto (such as clearance and
settlement).

For transactions in fixed-income securities, FMR's selection of
broker-dealers is generally based on the availability of a security
and its price and, to a lesser extent, on the overall quality of
execution and other services, including research, provided by the
broker-dealer.

The receipt of research from broker-dealers that execute transactions
on behalf of a fund may be useful to FMR in rendering investment
management services to that fund or its other clients, and conversely,
such research provided by broker-dealers who have executed transaction
orders on behalf of other FMR clients may be useful to FMR in carrying
out its obligations to a fund. The receipt of such research has not
reduced FMR's normal independent research activities; however, it
enables FMR to avoid the additional expenses that could be incurred if
FMR tried to develop comparable information through its own efforts.

Fixed-income securities are generally purchased from an issuer or
underwriter acting as principal for the securities, on a net basis
with no brokerage commission paid. However, the dealer is compensated
by a difference between the security's original purchase price and the
selling price, the so-called "bid-asked spread." Securities may also
be purchased from underwriters at prices that include underwriting
fees.

Subject to applicable limitations of the federal securities laws, a
fund may pay a broker-dealer commissions for agency transactions that
are in excess of the amount of commissions charged by other
broker-dealers in recognition of their research and execution
services. In order to cause a fund to pay such higher commissions, FMR
must determine in good faith that such commissions are reasonable in
relation to the value of the brokerage and research services provided
by such executing broker-dealers, viewed in terms of a particular
transaction or FMR's overall responsibilities to that fund or its
other clients. In reaching this determination, FMR will not attempt to
place a specific dollar value on the brokerage and research services
provided, or to determine what portion of the compensation should be
related to those services.

To the extent permitted by applicable law, FMR is authorized to
allocate portfolio transactions in a manner that takes into account
assistance received in the distribution of shares of the funds or
other Fidelity funds and to use the research services of brokerage and
other firms that have provided such assistance. FMR may use research
services provided by and place agency transactions with National
Financial Services Corporation (NFSC) and Fidelity Brokerage Services
Japan LLC (FBSJ), indirect subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions
charged by non-affiliated, qualified brokerage firms for similar
services. Prior to December 9, 1997, FMR used research services
provided by and placed agency transactions with Fidelity Brokerage
Services (FBS), an indirect subsidiary of FMR Corp.

FMR may allocate brokerage transactions to broker-dealers (including
affiliates of FMR) who have entered into arrangements with FMR under
which the broker-dealer allocates a portion of the commissions paid by
a fund toward the reduction of that fund's expenses. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.

Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions
for investment accounts which they or their affiliates manage, unless
certain requirements are satisfied. Pursuant to such requirements, the
Board of Trustees has authorized NFSC to execute portfolio
transactions on national securities exchanges in accordance with
approved procedures and applicable SEC rules.

The Trustees of each fund periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio
transactions on behalf of the fund and review the commissions paid by
the fund over representative periods of time to determine if they are
reasonable in relation to the benefits to the fund.

For the fiscal years ended November 30 , 199 9, 1998, and
1997, the funds paid no brokerage commissions.

For the fiscal year ended November 30 , 199 9 the funds
paid no brokerage commissions to firms that provided research
services.

The Trustees of each fund have approved procedures in conformity with
Rule 10f-3 under the 1940 Act whereby a fund may purchase securities
that are offered in underwritings in which an affiliate of FMR
participates. These procedures prohibit the funds from directly or
indirectly benefiting an FMR affiliate in connection with such
underwritings. In addition, for underwritings where an FMR affiliate
participates as a principal underwriter, certain restrictions may
apply that could, among other things, limit the amount of securities
that the funds could purchase in the underwriting.

From time to time the Trustees will review whether the recapture for
the benefit of the funds of some portion of the brokerage commissions
or similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at
present no other recapture arrangements are in effect. The Trustees
intend to continue to review whether recapture opportunities are
available and are legally permissible and, if so, to determine in the
exercise of their business judgment whether it would be advisable for
each fund to seek such recapture.

Although the Trustees and officers of each fund are substantially the
same as those of other funds managed by FMR or its affiliates,
investment decisions for each fund are made independently from those
of other funds managed by FMR or investment accounts managed by FMR
affiliates. It sometimes happens that the same security is held in the
portfolio of more than one of these funds or investment accounts.
Simultaneous transactions are inevitable when several funds and
investment accounts are managed by the same investment adviser,
particularly when the same security is suitable for the investment
objective of more than one fund or investment account.

When two or more funds are simultaneously engaged in the purchase or
sale of the same security, the prices and amounts are allocated in
accordance with procedures believed to be appropriate and equitable
for each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as each fund is
concerned. In other cases, however, the ability of the funds to
participate in volume transactions will produce better executions and
prices for the funds. It is the current opinion of the Trustees that
the desirability of retaining FMR as investment adviser to each fund
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.

VALUATION

Each fund's NAV is the value of a single share. The NAV of each fund
is computed by adding the value of the fund's investments, cash, and
other assets, subtracting its liabilities, and dividing the result by
the number of shares outstanding.

Portfolio securities and other assets are valued on the basis of
amortized cost. This technique involves initially valuing an
instrument at its cost as adjusted for amortization of premium or
accretion of discount rather than its current market value. The
amortized cost value of an instrument may be higher or lower than the
price a fund would receive if it sold the instrument.

Securities of other open-end investment companies are valued at their
respective NAVs.

At such intervals as they deem appropriate, the Trustees consider the
extent to which NAV calculated by using market valuations would
deviate from the $1.00 per share calculated using amortized cost
valuation. If the Trustees believe that a deviation from a fund's
amortized cost per share may result in material dilution or other
unfair results to shareholders, the Trustees have agreed to take such
corrective action, if any, as they deem appropriate to eliminate or
reduce, to the extent reasonably practicable, the dilution or unfair
results. Such corrective action could include selling portfolio
instruments prior to maturity to realize capital gains or losses or to
shorten average portfolio maturity; withholding dividends; redeeming
shares in kind; establishing NAV by using available market quotations;
and such other measures as the Trustees may deem appropriate.

PERFORMANCE

A fund may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is
not intended to indicate future returns. Each fund's yield and return
fluctuate in response to market conditions and other factors.

YIELD CALCULATIONS. To compute the yield for a fund for a period, the
net change in value of a hypothetical account containing one share
reflects the value of additional shares purchased with dividends from
the one original share and dividends declared on both the original
share and any additional shares. The net change is then divided by the
value of the account at the beginning of the period to obtain a base
period return. This base period return is annualized to obtain a
current annualized yield. A fund also may calculate an effective yield
by compounding the base period return over a one-year period. In
addition to the current yield, a fund may quote yields in advertising
based on any historical seven-day period. Yields for a fund are
calculated on the same basis as other money market funds, as required
by applicable regulation.

Yield information may be useful in reviewing a fund's performance and
in providing a basis for comparison with other investment
alternatives. However, a fund's yield fluctuates, unlike investments
that pay a fixed interest rate over a stated period of time. When
comparing investment alternatives, investors should also note the
quality and maturity of the portfolio securities of respective
investment companies they have chosen to consider.

Investors should recognize that in periods of declining interest rates
a fund's yield will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates a fund's yield will
tend to be somewhat lower. Also, when interest rates are falling, the
inflow of net new money to a fund from the continuous sale of its
shares will likely be invested in instruments producing lower yields
than the balance of the fund's holdings, thereby reducing a fund's
current yield. In periods of rising interest rates, the opposite can
be expected to occur.

RETURN CALCULATIONS. Returns quoted in advertising reflect all aspects
of a fund's return, including the effect of reinvesting
divi dends and capital gain distributions, and any change in a
fund's NAV over a stated period. A cumulative return reflects actual
performance over a stated period of time. Average annual returns are
calculated by determining the growth or decline in value of a
hypothetical historical investment in a fund over a stated period, and
then calculating the annually compounded percentage rate that would
have produced the same result if the rate of growth or decline in
value had been constant over the period. For example, a cumulative
r eturn of 100% over ten years would produce an average annual
return of 7.18%, which is the steady annual rate of return that would
equal 100% growth on a compounded basis in ten years. While average
annual returns are a convenient means of comparing investment
alternatives, investors should realize that a fund's performance is
not constant over time, but changes from year to year, and that
average annual returns represent averaged figures as opposed to the
actual year-to-year performance of a fund.

In addition to average annual returns, a fund may quote unaveraged or
cumulative returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative returns
may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a
series of redemptions, over any time period. Returns may be broken
down into their components of income and capital (including capital
gains and changes in share price) in order to illustrate the
relationship of these factors and their contributions to return.
Returns may be quoted on a before-tax or after-tax basis. Returns
may or may not include the effect of a fund's small account fee.
Excluding a fund's small account fee from a return calculation
produces a higher return figure. Returns, yields and other
performance information may be quoted numerically or in a table,
graph, or similar illustration.

HISTORICAL FUND RESULTS. The following table shows each fund's 7-day
yield and return s for the fiscal periods ended
November 30, 199 9 .

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Average Annual Returns Cumulative Returns

Seven-Day Yield One Year Five Years Ten Years One Year Five Years

Cash Reserves 5.32% 4.94% 5.28% 5.10% 4.94% 29.37%

U. S. Government Reserves 5.23% 4.86% 5.22% 4.95% 4.86% 29.00%

</TABLE>

Ten Years

Cash Reserves 64.52%

U. S. Government Reserves 62.07%

</TABLE>

Note: If FMR had not reimbursed certain fund expenses during these
periods, U.S. Government Reserves' returns would have been lower.

The following table shows the income and capital elements of each
fund's cumulative return. The table compares each fund's return to the
record of the Standard & Poor's 500 Index (S&P 500 (registered
trademark) ), the Dow Jones Industrial Average (DJIA), and the cost
of living, as mea sured by the Consumer Price Index (CPI), over
the same period. The S&P 500 and DJIA comparisons are provided to show
how each fund's return compared to the record of a market
capitalization-weighted index of common stocks and a narrower set
of stocks of major industrial companies, respectively, over the same
period. Because each fund invests in short-term fixed-income
securities, common stocks represent a different type of investment
from the funds. Common stocks generally offer greater growth potential
than the funds, but generally experience greater price volatility,
which means greater potential for loss. In addition, common stocks
generally provide lower income than fixed-income investments such as
the funds. The S&P 500 and DJIA returns are based on the prices of
unmanaged groups of stocks and, unlike each fund's returns, do not
include the effect of brokerage commissions or other costs of
investing.

The following tables show the growth in value of a hypothetical
$10,000 investment in each fund during the 10-year period ended
November 30, 199 9 , assuming all distributions were reinvested.
Returns are based on past results and are not an indication of future
performance. Tax consequences of different investments have not been
factored into the figures below.

During the 10-year period ended November 30, 199 9 , a
hypothetical $10,000 investment in Cash Reserves would have grown to
$16,452.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
CASH RESERVES

Fiscal Year Ended November
30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ 10,000 $ 6,452 $ 0 $ 16,452

1998 $ 10,000 $ 5,678 $ 0 $ 15,678

1997 $ 10,000 $ 4,884 $ 0 $ 14,884

1996 $ 10,000 $ 4,134 $ 0 $ 14,134

1995 $ 10,000 $ 3,438 $ 0 $ 13,438

1994 $ 10,000 $ 2,717 $ 0 $ 12,717

1993 $ 10,000 $ 2,259 $ 0 $ 12,259

1992 $ 10,000 $ 1,905 $ 0 $ 11,905

1991 $ 10,000 $ 1,459 $ 0 $ 11,459

1990 $ 10,000 $ 787 $ 0 $ 10,787

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
CASH RESERVES INDEXES

Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living

1999 $ 51,533 $ 51,847 $ 13,368

1998 $ 42,625 $ 42,779 $ 13,026

1997 $ 34,470 $ 36,095 $ 12,828

1996 $ 26,821 $ 29,549 $ 12,597

1995 $ 20,977 $ 22,506 $ 12,200

1994 $ 15,314 $ 16,181 $ 11,906

1993 $ 15,156 $ 15,513 $ 11,581

1992 $ 13,765 $ 13,524 $ 11,279

1991 $ 11,616 $ 11,501 $ 10,945

1990 $ 9,652 $ 9,833 $ 10,627

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Cash
Reserves on November 30, 198 9, the net amount invested in
fund shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $ 16,452 . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ 4,990 for
dividends. The fund did not distribute any capital gains during the
period.

During the 10-year period ended November 30, 1 999, a
hypothetical $10,000 investment in U.S. Government Reserves would have
grown to $ 16,207 .

U.S GOVERNMENT RESERVES

Fiscal Year Ended November
30 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ 10,000 $ 6,207 $ 0 $ 16,207

1998 $ 10,000 $ 5,455 $ 0 $ 15,455

1997 $ 10,000 $ 4,680 $ 0 $ 14,680

1996 $ 10,000 $ 3,946 $ 0 $ 13,946

1995 $ 10,000 $ 3,267 $ 0 $ 13,267

1994 $ 10,000 $ 2,563 $ 0 $ 12,563

1993 $ 10,000 $ 2,122 $ 0 $ 12,122

1992 $ 10,000 $ 1,815 $ 0 $ 11,815

1991 $ 10,000 $ 1,408 $ 0 $ 11,408

1990 $ 10,000 $ 776 $ 0 $ 10,776

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
U.S GOVERNMENT RESERVES INDEXES

Fiscal Year Ended November 30 S&P 500 DJIA Cost of Living

1999 $ 51,533 $ 51,847 $ 13,368

1998 $ 42,625 $ 42,779 $ 13,026

1997 $ 34,470 $ 36,095 $ 12,828

1996 $ 26,821 $ 29,549 $ 12,597

1995 $ 20,977 $ 22,506 $ 12,200

1994 $ 15,314 $ 16,181 $ 11,906

1993 $ 15,156 $ 15,513 $ 11,581

1992 $ 13,765 $ 13,524 $ 11,279

1991 $ 11,616 $ 11,501 $ 10,945

1990 $ 9,652 $ 9,833 $ 10,627

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in U.S.
Government Reserves on November 30, 19 89 , the net amount
invested in fund shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to
$ 16,207 . If distributions had not been reinvested, the amount
of distributions earned from the fund over time would have been
smaller, and cash payments for the period would have amounted to
$ 4,839 for dividends. The fund did not distribute any capital
gains during the period.

PERFORMANCE COMPARISONS. A fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed
as mutual fund rankings prepared by Lipper Inc. (Lipper), an
independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Generally, Lipper rankings are based on
return, assume reinvestment of distributions, do not take sales
charges or trading fees into consideration, and are prepared without
regard to tax consequences. Lipper may also rank based on yield. In
addition to the mutual fund rankings, a fund's performance may be
compared to stock, bond, and money market mutual fund performance
indexes prepared by Lipper or other organizations. When comparing
these indexes, it is important to remember the risk and return
characteristics of each type of investment. For example, while stock
mutual funds may offer higher potential returns, they also carry the
highest degree of share price volatility. Likewise, money market funds
may offer greater stability of principal, but generally do not offer
the higher potential returns available from stock mutual funds.

From time to time, a fund's performance may also be compared to other
mutual funds tracked by financial or business publications and
periodicals. For example, a fund may quote Morningstar, Inc. in its
advertising materials. Morningstar, Inc. is a mutual fund rating
service that rates mutual funds on the basis of risk-adjusted
performance. Rankings that compare the performance of Fidelity funds
to one another in appropriate categories over specific periods of time
may also be quoted in advertising.

A fund may be compared in advertising to Certificates of Deposit (CDs)
or other investments issued by banks or other depository institutions.
Mutual funds differ from bank investments in several respects. For
example, a fund may offer greater liquidity or higher potential
returns than CDs, a fund does not guarantee your principal or your
return, and fund shares are not FDIC insured.

Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial
strategies. Such information may include information about current
economic, market, and political conditions; materials that describe
general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires
designed to help create a personal financial profile; worksheets used
to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and action plans offering investment
alternatives. Materials may also include discussions of Fidelity's
asset allocation funds and other Fidelity funds, products, and
services.

Ibbotson Associates of Chicago, Illinois (Ibbotson) provides
historical returns of the capital markets in the United States,
including common stocks, small capitalization stocks, long-term
corporate bonds, intermediate-term government bonds, long-term
government bonds, Treasury bills, the U.S. rate of inflation (based on
the CPI), and combinations of various capital markets. The performance
of these capital markets is based on the returns of different indexes.

Fidelity funds may use the performance of these capital markets in
order to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with
the security types in any capital market may or may not correspond
directly to those of the funds. Ibbotson calculates returns in the
same method as the funds. The funds may also compare performance to
that of other compilations or indexes that may be developed and made
available in the future.

A money market fund may compare its performance or the performance of
securities in which it may invest to averages published by IBC
Financial Data, Inc. of Ashland, Massachusetts. These averages assume
reinvestment of distributions. IBC's MONEY FUND REPORT
AVERAGES(trademark)/All Taxable, which is reported in IBC's MONEY FUND
REPORT(trademark), covers over 947 taxable money market funds.
IBC's MONEY FUND REPORT AVERAGES(trademark)/Government, which is
reported in IBC's MONEY FUND REPORT(trademark), covers over 215
government money market funds.

In advertising materials, Fidelity may reference or discuss its
products and services, which may include other Fidelity funds;
retirement investing; brokerage products and services; model
portfolios or allocations; saving for college or other goals; and
charitable giving. In addition, Fidelity may quote or reprint
financial or business publications and periodicals as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services
and products. Fidelity may also reprint, and use as advertising and
sales literature, articles from Fidelity Focus(registered trademark),
a quarterly magazine provided free of charge to Fidelity fund
shareholders.

A fund may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote its current portfolio manager.

A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which
may produce superior after-tax returns over time. For example, a
$1,000 investment earning a taxable return of 10% annually would have
an after-tax value of $1,949 after ten years, assuming tax was
deducted from the return each year at a 31% rate. An equivalent
tax-deferred investment would have an after-tax value of $2,100 after
ten years, assuming tax was deducted at a 31% rate from the
tax-deferred earnings at the end of the ten-year period.

As of November 30, 1999 , FMR advised over $ 34 billion in
municipal fund assets, $ 136 billion in taxable fixed-income
fund assets, $ 141 billion in money market fund assets,
$ 586 billion in equity fund assets, $ 20 billion in
international fund assets, and $ 42 billion in Spartan fund
assets. The funds may reference the growth and variety of money market
mutual funds and the adviser's innovation and participation in the
industry. The equity funds under management figure represents the
largest amount of equity fund assets under management by a mutual fund
investment adviser in the United States, making FMR America's leading
equity (stock) fund manager. FMR, its subsidiaries, and affiliates
maintain a worldwide information and communications network for the
purpose of researching and managing investments abroad.

Cash Reserves may be advertised as an investment choice under the
Fidelity College Savings Plan mutual fund option. Advertising may
contain illustrations of projected future college costs based on
assumed rates of inflation and examples of hypothetical performance.
Advertising for the Fidelity College Savings Plan mutual fund option
may be used in conjunction with advertising for the Fidelity College
Savings Plan brokerage option, a product offered through Fidelity
Brokerage Services, Inc.

In addition to performance rankings, a fund may compare its total
expense ratio to the average total expense ratio of similar funds
tracked by Lipper. A fund's total expense ratio is a significant
factor in comparing bond and money market investments because of its
effect on yield.

ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION

For Select Cash Reserves account shareholders, a deferred sales
charge of 1% of the redemption amount will be deducted when you redeem
shares purchased prior to October 12, 1990. The deferred sales charge
does not apply to exchanges to the Select Portfolios.

A fund may make redemption payments in whole or in part in
readily marketable securities or other property, valued for this
purpose as they are valued in computing each fund's NAV , if FMR
determines it is in the best interests of the fund. Shareholders
that receive securities or other property on redemption may
realize a gain or loss for tax purposes, and will incur any costs of
sale, as well as the associated inconveniences.

DISTRIBUTIONS AND TAXES

DIVIDENDS. Because each fund's income is primarily derived from
interest, dividends from the fund generally will not qualify for the
dividends-received deduction available to corporate shareholders.
Short-term capital gains are taxable as dividends, but do not qualify
for the dividends-received deduction.

CAPITAL GAIN DISTRIBUTIONS. Each fund may distribute any net realized
capital gains once a year or more often, as necessary.

As of November 30, 199 9 , Cash Reserves had a capital
loss carryforward aggregating approximately $1,899,000 . This
loss carryforward, of which $ 105,000 , $ 1,634,000 , and
$ 160,000 will expire on November 30, 2001 , 2002 ,
and 2004 , respectively, is available to offset future capital
gains.

STATE AND LOCAL TAX ISSUES. For mutual funds organized as
business trusts, state law provides for a pass-through of the state
and local income tax exemption afforded to direct owners of U.S.
Government securities. Some states limit this pass-through to mutual
funds that invest a certain amount in U.S. Government securities, and
some types of securities, such as repurchase agreements and some
agency-backed securities, may not qualify for this benefit. The tax
treatment of your dividends from a fund will be the same as if you
directly owned a proportionate share of the U.S. Government
securities. Because the income earned on certain U.S. Government
securities is exempt from state and local personal income taxes, the
portion of dividends from a fund attributable to these securities will
also be free from state and local personal income taxes. The exemption
from state and local personal income taxation does not preclude states
from assessing other taxes on the ownership of U.S. Government
securities.

TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" under Subchapter M of the Internal
Revenue Code so that it will not be liable for federal tax on income
and capital gains distributed to shareholders. In order to qualify as
a regulated investment company, and avoid being subject to federal
income or excise taxes at the fund level, each fund intends to
distribute substantially all of its net investment income and net
realized capital gains within each calendar year as well as on a
fiscal year basis, and intends to comply with other tax rules
applicable to regulated investment companies.

OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting each fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. It is up to you or your tax preparer to determine
whether the sale of shares of a fund resulted in a capital gain or
loss or other tax consequence to you. In addition to federal income
taxes, shareholders may be subject to state and local taxes on fund
distributions, and shares may be subject to state and local personal
property taxes. Investors should consult their tax advisers to
determine whether a fund is suitable to their particular tax
situation.

TRUSTEES AND OFFICERS

The Trustees, Members of the Advisory Board, and executive officers of
the trust are listed below. The Board of Trustees governs each fund
and is responsible for protecting the interests of shareholders. The
Trustees are experienced executives who meet periodically throughout
the year to oversee each fund's activities, review contractual
arrangements with companies that provide services to each fund, and
review each fund's performance. Except as indicated, each individual
has held the office shown or other offices in the same company for the
last five years. All persons named as Trustees and Members of the
Advisory Board also serve in similar capacities for other funds
advised by FMR or its affiliates. The business address of each
Trustee, Member of the Advisory Board, and officer who is an
"interested person" (as defined in the 1940 Act) is 82 Devonshire
Street, Boston, Massachusetts 02109, which is also the address of FMR.
The business address of all the other Trustees is Fidelity
Investments(registered trademark), P.O. Box 9235, Boston,
Massachusetts 02205-9235. Those Trustees who are "interested persons"
by virtue of their affiliation with either the trust or FMR are
indicated by an asterisk (*).

*EDWARD C. JOHNSON 3d ( 69 ), Trustee and President, is Chairman,
Chief Executive Officer and a Director of FMR Corp.; a Director and
Chairman of the Board and of the Executive Committee of FMR; Chairman
and a Director of Fidelity Investments Money Management, Inc. (1998),
Fidelity Management & Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.; and a Director of FDC. Abigail
Johnson, Member of the Advisory Board of Fidelity Phillips
Street Trust, is Mr. Johnson's daughter.

ABIGAIL P. JOHNSON (37), Member of the Advisory Board of
Fidelity Phillips Street Trust (1999), is Vice President of certain
Equity Funds (1997), and is a Director of FMR Corp. (1994). Before
assuming her current responsibilities, Ms. Johnson managed a number of
Fidelity funds. Edward C. Johnson 3d, Trustee and President of the
Funds, is Ms. Johnson's father.

J. GARY BURKHEAD ( 58 ), Member of the Advisory Board (1997), is
Vice Chairman and a Member of the Board of Directors of FMR Corp.
(1997) and President of Fidelity Personal Investments and Brokerage
Group (1997). Previously, Mr. Burkhead served as President of Fidelity
Management & Research Company.

RALPH F. COX ( 67 ), Trustee, is President of RABAR Enterprises
(management consulting-engineering industry, 1994). Prior to February
1994, he was President of Greenhill Petroleum Corporation (petroleum
exploration and production). Until March 1990, Mr. Cox was President
and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Waste
Management Inc. (non-hazardous waste, 1993), CH2M Hill
Companies (engineering), and Bonneville Pacific (independent power
and petroleum production) , and Daniel Industries (petroleum
measurement equipment manufacturer). In addition, he is a member of
advisory boards of Texas A&M University and the University of Texas at
Austin.

PHYLLIS BURKE DAVIS ( 67 ), Trustee. Mrs. Davis is retired
from Avon Products, Inc. where she held various positions
including Senior Vice President of Corporate Affairs and Group
Vice President of U.S. sales, distribution, and manufacturing. She
is currently a Director of BellSouth Corporation (telecommunications),
Eaton Corporation (manufacturing) , and the TJX Companies, Inc.
(retail stores), and previously served as a Director of Hallmark
Cards, Inc. , Nabisco Brands, Inc., and Standard Brands, Inc. In
addition, she is a member of the Board of Directors of the
Southampton Hospital in Southampton, N.Y. (1998).

ROBERT M. GATES ( 56 ), Trustee (1997), is a consultant, author,
and lecturer (1993). Mr. Gates was Director of the Central
Intelligence Agency (CIA) from 1991-1993. From 1989 to 1991, Mr. Gates
served as Assistant to the President of the United States and Deputy
National Security Advisor. Mr. Gates is a Director of Charles
Stark Draper Laboratory (non-profit), NACCO Industries, Inc. (mining
and manufacturing), and TRW Inc. (automotive, space, defense, and
information technology). Mr. Gates previously served as Director of
LucasVarity PLC (automotive components and diesel engines). He is
currently serving as Dean of the George Bush School of Government and
Public Service at Texas A & M University (1999-2000). Mr. Gates
also is a Trustee of the Forum for International Policy and of the
Endowment Association of the College of William and Mary. In addition,
he is a member of the National Executive Board of the Boy Scouts of
America.

DONALD J. KIRK ( 67 ), Trustee, is Executive-in-Residence
(1995) at Columbia University Graduate School of Business . From
1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk previously
served as a Director of General Re Corporation (reinsurance,
1987-1998 ) and as a Director of Valuation Research Corp.
(appraisals and valuations, 1993-1995). He serves as Chairman of the
Board of Directors of National Arts Stabilization Inc., Chairman of
the Board of Trustees of the Greenwich Hospital Association, Director
of the Yale-New Haven Health Services Corp. (1998), Vice
Chairman of the Public Oversight Board of the American Institute
of Certified Public Accountants' SEC Practice Section (1995), and as a
Public Governor of the National Association of Securities Dealers,
Inc. (1996).

NED C. LAUTENBACH (55), Trustee (2000), has been a partner of
Clayton, Dubilier & Rice, Inc. (private equity investment firm) since
September 1998. Mr. Lautenbach was Senior Vice President of IBM
Corporation from 1992 until his retirement in July 1998. From 1993 to
1995 he was Chairman of IBM World Trade Corporation. He also was a
member of IBM's Corporate Executive Committee from 1994 to July 1998.
He is a Director of PPG Industries Inc. (glass, coating and chemical
manufacturer), Dynatech Corporation (global communications equipment),
Eaton Corporation (global manufacturer of highly engineered products)
and ChoicePoint Inc. (data identification, retrieval, storage, and
analysis).

*PETER S. LYNCH (56), Trustee, is Vice Chairman and Director of
FMR. Prior to May 31, 1990, he was a Director of FMR and Executive
Vice President of FMR (a position he held until March 31, 1991); Vice
President of Fidelity Magellan(registered trademark) Fund and FMR
Growth Group Leader; and Managing Director of FMR Corp. Mr. Lynch was
also Vice President of Fidelity Investments Corporate Services
(1991-1992). In addition, he serves as a Trustee of Boston College,
Massachusetts Eye & Ear Infirmary, Historic Deerfield (1989) and
Society for the Preservation of New England Antiquities, and as an
Overseer of the Museum of Fine Arts of Boston.

WILLIAM O. McCOY ( 66 ), Trustee (1997), is the Interim
Chancellor for the University of North Carolina at Chapel Hill.
Previously he had served from 1995 through 1998 as Vice
President of Finance for the University of North Carolina (16-school
system). Prior to his retirement in December 1994, Mr. McCoy was Vice
Chairman of the Board of BellSouth Corporation (telecommunications,
1984) and President of BellSouth Enterprises (1986). He is currently a
Director of Liberty Corporation (holding company, 1984),
Duke - Weeks Realty Corporation (real estate, 1994),
Carolina Power and Light Company (electric utility, 1996), the Kenan
Transport Company (trucking, 1996), and Dynatech Corporation
(electronics, 1999). Previously, he was a Director of First
American Corporation (bank holding company, 1979-1996). In addition,
Mr. McCoy serve d as a member of the Board of Visitors for the
University of North Carolina at Chapel Hill (1994 -1998 ) and
currently serves on the Board of Visitors of the Kenan-Flager
Business School (University of North Carolina at Chapel Hill, 1988).

GERALD C. McDONOUGH ( 71 ), Trustee and Chairman of the
non-interested Trustees, is Chairman of G.M. Management Group
(strategic advisory services). Mr. McDonough is a Director and
Chairman of the Board of York International Corp. (air
conditioning and refrigeration), Commercial Intertech Corp. (hydraulic
systems, building systems, and metal products, 1992), CUNO, Inc.
(liquid and gas filtration products, 1996), and Associated Estates
Realty Corporation (a real estate investment trust, 1993). Mr.
McDonough served as a Director of ACME-Cleveland Corp. (metal working,
telecommunications, and electronic products) from 1987-1996 and
Brush-Wellman Inc. (metal refining) from 1983-1997.

MARVIN L. MANN ( 66 ), Trustee (1993), is Chairman
Emeritus, of Lexmark International, Inc. (office machines,
1991) where he still remains a member of the Board. Prior to
1991, he held the positions of Vice President of International
Business Machines Corporation ("IBM") and President and General
Manager of various IBM divisions and subsidiaries. Mr. Mann is a
Director of M.A. Hanna Company (chemicals, 1993), Imation Corp.
(imaging and information storage, 1997). He is a Board member of
Dynatech Corporation (electronics, 1999).

*ROBERT C. POZEN ( 53 ), Trustee (1997) and Senior Vice
President, is also President and a Director of FMR (1997); and
President and a Director of Fidelity Investments Money Management,
Inc. (1998), Fidelity Management & Research (U.K.) Inc. (1997), and
Fidelity Management & Research (Far East) Inc. (1997). Previously, Mr.
Pozen served as General Counsel, Managing Director, and Senior Vice
President of FMR Corp.

THOMAS R. WILLIAMS ( 71 ), Trustee, is President of The Wales
Group, Inc. (management and financial advisory services). Prior to
retiring in 1987, Mr. Williams served as Chairman of the Board of
First Wachovia Corporation (bank holding company), and Chairman and
Chief Executive Officer of The First National Bank of Atlanta and
First Atlanta Corporation (bank holding company). He is currently a
Director of National Life Insurance Company of Vermont and American
Software, Inc. Mr. Williams was previously a Director of ConAgra,
Inc. (agricultural products), Georgia Power Company (electric
utility), and Avado , Inc. (restaurants).

BOYCE I. GREER ( 43 ), is Vice President of Money Market Funds
(1997), Group Leader of the Money Market Group (1997), Senior Vice
President of FMR (1997), and Vice President of FIMM (1998). Mr. Greer
served as the Leader of the Fixed-Income Group for Fidelity Management
Trust Company (1993-1995) and was Vice President and Group Leader of
Municipal Fixed-Income Investments (1996-1997).

FRED L. HENNING, JR. ( 60 ), is Vice President of Fidelity's
Fixed-Income Group (1995), Senior Vice President of FMR (1995), and
Senior Vice President of FIMM (1998). Before assuming his current
responsibilities, Mr. Henning was head of Fidelity's Money Market
Division.

JOHN J. TODD (50), is Vice President of Fidelity Cash Reserves
(1997) and other funds advised by FMR. Prior to his current
responsibilities, Mr. Todd managed a variety of Fidelity funds.

ROBERT A. LITTERST (40), is Vice President of Fidelity U.S.
Government Reserves (1997) and other funds advised by FMR. Prior to
his current responsibilities, Mr. Litterst managed a variety of
Fidelity funds.

ERIC D. ROITER ( 51 ), Secretary (1998), is Vice President (1998)
and General Counsel of FMR (1998) and Vice President and
Clerk of FDC (1998) . Prior to joining Fidelity, Mr. Roiter was
with the law firm of Debevoise & Plimpton, as an
associate (1981- 1984 ) and as a partner
( 1985 -1997 ) , and served as an Assistant General Counsel
of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter
was an Adjunct Member, Faculty of Law, at Columbia University Law
School (1996-1997).

RICHARD A. SILVER ( 52 ), Treasurer (1997) , is Treasurer
of the Fidelity funds and is an employee of FMR (1997). Before joining
FMR, Mr. Silver served as Executive Vice President, Fund Accounting &
Administration at First Data Investor Services Group, Inc.
(1996-1997). Prior to 1996, Mr. Silver was Senior Vice President and
Chief Financial Officer at The Colonial Group, Inc. Mr. Silver also
served as Chairman of the Accounting/Treasurer's Committee of the
Investment Company Institute (1987-1993).

MARIA F. DWYER (41), Deputy Treasurer (2000), is Deputy Treasurer
of the Fidelity funds and is a Vice President (1999) and an employee
(1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director
of Compliance for MFS Investment Management.

MATTHEW N. KARSTETTER (38) , Deputy Treasurer (1998), is Deputy
Treasurer of the Fidelity funds and is an employee of FMR (1998).
Before joining FMR, Mr. Karstetter served as Vice President of
Investment Accounting and Treasurer of IDS Mutual Funds at American
Express Financial Advisors (1996-1998). Prior to 1996, Mr. Karstetter
was Vice President, Mutual Fund Services at State Street Bank & Trust
(1991-1996).

STANLEY N. GRIFFITH ( 53 ), Assistant Vice President (1998), is
Assistant Vice President of Fidelity's Fixed-Income Funds (1998) and
an employee of FMR Corp.

JOHN H. COSTELLO ( 53 ), Assistant Treasurer, is an employee of
FMR.

THOMAS J. SIMPSON ( 41 ), Assistant Treasurer (1996), is
Assistant Treasurer of Fidelity's Fixed-Income Funds (1998) and an
employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice
President and Fund Controller of Liberty Investment Services
(1987-1995).

The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year ended November 30, 1999 , or
calendar year ended December 31, 199 9 , as applicable.

COMPENSATION TABLE

Trustees and Members of the Aggregate Compensation from Aggregate Compensation from Total Compensation from the
Advisory Board Cash ReservesB,C,D U.S. Government ReservesB Fund Complex*,A

Edward C. Johnson 3d** $ 0 $ 0 $ 0

Abigail P. Johnson** $ 0 $ 0 $ 0

J. Gary Burkhead** $ 0 $ 0 $ 0

Ralph F. Cox $ 9,926 $ 434 $ 217,500

Phyllis Burke Davis $ 9,523 $ 416 $ 211,500

Robert M. Gates $ 9,858 $ 431 $ 217,500

E. Bradley Jones**** $ 9,859 $ 431 $ 217,500

Donald J. Kirk $ 9,865 $ 431 $ 217,500

Ned C. Lautenbach*** $ 1,761 $ 74 $ 54,000

Peter S. Lynch** $ 0 $ 0 $ 0

William O. McCoy $ 9,713 $ 425 $ 214,500

Gerald C. McDonough $ 12,194 $ 533 $ 269,000

Marvin L. Mann $ 9,858 $ 431 $ 217,500

Robert C. Pozen** $ 0 $ 0 $ 0

Thomas R. Williams $ 9,656 $ 422 $ 213,000

</TABLE>

* Information is for the calendar year ended December 31, 199 9
for 23 6 funds in the complex.

** Interested Trustees of the funds, Ms. Johnson and Mr.
Burkhead are compensated by FMR.

*** During the period from October 14, 1999 through December 31,
1999, Mr. Lautenbach served as a Member of the Advisory Board.
Effective January 1, 2000, Mr. Lautenbach serves as a Member of the
Board of Trustees.

**** Mr. Jones served on the Board of Trustees through December 31,
1999.

A Compensation figures include cash, amounts required to be deferred,
and may include amounts deferred at the election of Trustees. For the
calendar year ended December 31, 199 9 , the Trustees accrued
required deferred compensation from the funds as follows: Ralph F.
Cox, $75,000; Phyllis Burke Davis, $75,000; Robert M. Gates, $75,000;
E. Bradley Jones, $75,000; Donald J. Kirk, $75,000; William O. McCoy,
$75,000; Gerald C. McDonough, $87,500; Marvin L. Mann, $75,000; and
Thomas R. Williams, $75,000. Certain of the non-interested Trustees
elected voluntarily to defer a portion of their compensation as
follows: Ralph F. Cox, $ 53,735 ; William O. McCoy, $53,735;
and Thomas R. Williams, $ 62,319.

B Compensation figures include cash, and may include amounts required
to be deferred and amounts deferred at the election of Trustees.

C The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $ 4,597 ; Phyllis Burke
Davis, $ 4,597 ; Robert M. Gates, $ 4,597 ; E. Bradley
Jones, $ 4,597 ; Donald J. Kirk, $ 4,597 ; William O. McCoy,
$ 4,597 ; Gerald C. McDonough, $ 5,363 ; Marvin L. Mann,
$ 4,597 ; and Thomas R. Williams, $ 4,597 .

D Certain of the non-interested Trustees' aggregate
compensation from a fund includes accrued voluntary deferred
compensation as follows: Thomas R. Williams, $3,830, Cash
Reserves.

Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under the
Plan are subject to vesting and are treated as though equivalent
dollar amounts had been invested in shares of a cross-section of
Fidelity funds including funds in each major investment discipline and
representing a majority of Fidelity's assets under management (the
Reference Funds). The amounts ultimately received by the Trustees
under the Plan will be directly linked to the investment performance
of the Reference Funds. Deferral of fees in accordance with the Plan
will have a negligible effect on a fund's assets, liabilities, and net
income per share, and will not obligate a fund to retain the services
of any Trustee or to pay any particular level of compensation to the
Trustee. A fund may invest in the Reference Funds under the Plan
without shareholder approval.

As of November 30, 1999, the Trustees, Members of the Advisory
Board, and officers of each fund owned, in the aggregate, less than
1 % of each fund's total outstanding shares.

CONTROL OF INVESTMENT ADVISERS

FMR Corp., organized in 1972, is the ultimate parent company of FMR
and FIMM. The voting common stock of FMR Corp. is divided into two
classes. Class B is held predominantly by members of the Edward C.
Johnson 3d family and is entitled to 49% of the vote on any matter
acted upon by the voting common stock. Class A is held predominantly
by non-Johnson family member employees of FMR Corp. and its affiliates
and is entitled to 51% of the vote on any such matter. The Johnson
family group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares will be
voted in accordance with the majority vote of Class B shares. Under
the 1940 Act, control of a company is presumed where one individual or
group of individuals owns more than 25% of the voting stock of that
company. Therefore, through their ownership of voting common stock and
the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the 1940 Act, to form a
controlling group with respect to FMR Corp.

At present, the principal operating activities of FMR Corp. are those
conducted by its division, Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within
the Fidelity organization.

Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that sets forth all
employees' fiduciary responsibilities regarding the funds, establishes
procedures for personal investing and restricts certain transactions.
For example, all personal trades in most securities require
pre-clearance, and participation in initial public offerings is
prohibited. In addition, restrictions on the timing of personal
investing in relation to trades by Fidelity funds and on short-term
trading have been adopted.

MANAGEMENT CONTRACTS

Each fund has entered into a management contract with FMR, pursuant to
which FMR furnishes investment advisory and other services.

MANAGEMENT SERVICES. Under the terms of its management contract with
each fund, FMR acts as investment adviser and, subject to the
supervision of the Board of Trustees, directs the investments of the
fund in accordance with its investment objective, policies and
limitations. FMR also provides each fund with all necessary office
facilities and personnel for servicing the fund's investments,
compensates all officers of each fund and all Trustees who are
"interested persons" of the trust or of FMR, and all personnel of each
fund or FMR performing services relating to research, statistical and
investment activities.

In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of each fund. These services include
providing facilities for maintaining each fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters and other persons dealing with each fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining each fund's records and the
registration of each fund's shares under federal securities laws and
making necessary filings under state securities laws; developing
management and shareholder services for each fund; and furnishing
reports, evaluations and analyses on a variety of subjects to the
Trustees.

MANAGEMENT-RELATED EXPENSES. In addition to the management fee payable
to FMR and the fees payable to the transfer, dividend disbursing, and
shareholder servicing agent and pricing and bookkeeping agent,
each fund pays all of its expenses that are not assumed by those
parties. Each fund pays for the typesetting, printing, and mailing of
its proxy materials to shareholders, legal expenses, and the fees of
the custodian, auditor , and non-interested Trustees. Each
fund's management contract further provides that the fund will pay for
typesetting, printing, and mailing prospectuses, statements of
additional information, notices, and reports to shareholders; however,
under the terms of each fund's transfer agent agreement, the transfer
agent bears the costs of providing these services to existing
shareholders. Other expenses paid by each fund include interest,
taxes, brokerage commissions, the fund's proportionate share of
insurance premiums and Investment Company Institute dues, and the
costs of registering shares under federal securities laws and making
necessary filings under state securities laws. Each fund is also
liable for such non-recurring expenses as may arise, including costs
of any litigation to which the fund may be a party, and any obligation
it may have to indemnify its officers and Trustees with respect to
litigation.

MANAGEMENT FEES. For the services of FMR under each management
contract, each fund pays FMR a monthly management fee which has three
components: a group fee rate, an individual fund fee rate, and an
income-based component of 6% of the fund's monthly gross income in
excess of an annualized 5% yield. For this purpose, gross income
includes interest accrued and/or discount earned (including both
original issue discount and market discount) on portfolio obligations,
less amortization of premium on portfolio obligations. The maximum
income-based component is an amount equal to an annual rate of 0.24%
of the fund's average net assets throughout the month.

The group fee rate is based on the monthly average net assets of all
of the registered investment companies with which FMR has management
contracts.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES

Average Group Assets Annualized Rate Group Net Assets Effective Annual Fee Rate

0 - $3 billion .3700% $ 1 billion .3700%

3 - 6 .3400 50 .2188

6 - 9 .3100 100 .1869

9 - 12 .2800 150 .1736

12 - 15 .2500 200 .1652

15 - 18 .2200 250 .1587

18 - 21 .2000 300 .1536

21 - 24 .1900 350 .1494

24 - 30 .1800 400 .1459

30 - 36 .1750 450 .1427

36 - 42 .1700 500 .1399

42 - 48 .1650 550 .1372

48 - 66 .1600 600 .1349

66 - 84 .1550 650 .1328

84 - 120 .1500 700 .1309

120 - 156 .1450 750 .1291

156 - 192 .1400 800 .1275

192 - 228 .1350 850 .1260

228 - 264 .1300 900 .1246

264 - 300 .1275 950 .1233

300 - 336 .1250 1,000 .1220

336 - 372 .1225 1,050 .1209

372 - 408 .1200 1,100 .1197

408 - 444 .1175 1,150 .1187

444 - 480 .1150 1,200 .1177

480 - 516 .1125 1,250 .1167

516 - 587 .1100 1,300 .1158

587 - 646 .1080 1,350 .1149

646 - 711 .1060 1,400 .1141

711 - 782 .1040

782 - 860 .1020

860 - 946 .1000

946 - 1,041 .0980

1,041 - 1,145 .0960

1,145 - 1,260 .0940

Over 1,260 .0920

</TABLE>

The group fee rate is calculated on a cumulative basis pursuant to the
graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at
various asset levels, which is the result of cumulatively applying the
annualized rates on the left. For example, the effective annual fee
rate at $ 800 billion of group net assets - the approximate
level for November 199 9 - was 0.1275 %, which is the
weighted average of the respective fee rates for each level of group
net assets up to $ 800 billion.

Each fund's individual fund fee rate is 0.03%.

One-twelfth of the sum of the group fee rate and the individual fund
fee rate is applied to the fund's average net assets for the month,
giving a dollar amount which is the fee for that month to which the
income-based component is added.

Cash Reserves' management contract further provides that FMR will
reimburse the fund, in an amount not in excess of the fund's
management fee for any fiscal year, if the fund's aggregate operating
expenses exceed 1% of the average net assets of the fund.

The following table shows the amount of management fees paid by each
fund to FMR for the past three fiscal years.

Fund Fiscal Years Ended November 30 Management Fees Paid to FMR

Cash Reserves 1999 $ 61,534,000

1998 $ 54,069,000

1997 $ 47,443,000

U. S. Government Reserves 1999 $ 2,560,000

1998 $ 2,626,000

1997 $ 2,517,000

</TABLE>

FMR may, from time to time, voluntarily reimburse all or a
portion of a fund's operating expenses (exclusive of interest, taxes,
brokerage commissions, and extraordinary expenses). FMR retains the
ability to be repaid for these expense reimbursements in the amount
that expenses fall below the limit prior to the end of the fiscal
year.

Expense reimbursements by FMR will increase a fund's returns and
yield, and repayment of the reimbursement by a fund will lower its
returns and yield.

SUB-ADVISER. FMR has entered into a sub-advisory agreement with FIMM
pursuant to which FIMM has primary responsibility for choosing
investments for each fund. Prior to January 23, 1998 , FMR Texas
Inc. (FMR Texas) had primary responsibility for providing investment
management services to each fund. On January 23, 1998, FMR
Texas was merged into FIMM, which succeeded to the operations of FMR
Texas.

Under the terms of the sub-advisory agreements, FMR pays FIMM
fees equal to 50% of the management fee payable to FMR under its
management contract with each fund. The fees paid to FIMM are not
reduced by any voluntary or mandatory expense reimbursements that may
be in effect from time to time.

Fees paid to FMR Texas and FIMM by FMR on behalf of the funds
for the past three fiscal years are shown in the table below.

Fund Fiscal Year Ended November 30 Fees Paid to FMR Texas Fees Paid to FIMM

Cash Reserves 1999 N/A $ 30,767,000

1998 $ 3,926,000 $ 23,109,000

1997 $ 23,722,000 N/A

U. S. Government Reserves 1999 N/A $ 1,280,000

1998 $ 191,000 $ 1,122,000

1997 $ 1,259,000 N/A

</TABLE>

DISTRIBUTION SERVICES

Each fund has entered into a distribution agreement with FDC, an
affiliate of FMR. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc. The distribution agreements
call for FDC to use all reasonable efforts, consistent with its other
business, to secure purchasers for shares of the fund, which are
continuously offered at NAV. Promotional and administrative expenses
in connection with the offer and sale of shares are paid by FMR.

The Trustees have approved Distribution and Service Plans on behalf of
each fund (the Plans) pursuant to Rule 12b-1 under the 1940 Act (the
Rule). The Rule provides in substance that a mutual fund may not
engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of the fund except
pursuant to a plan approved on behalf of the fund under the Rule. The
Plans, as approved by the Trustees, allow the funds and FMR to incur
certain expenses that might be considered to constitute indirect
payment by the funds of distribution expenses.

Under each Plan, if the payment of management fees by the fund to FMR
is deemed to be indirect financing by the fund of the distribution of
its shares, such payment is authorized by the Plan. Each Plan
specifically recognizes that FMR may use its management fee revenue,
as well as its past profits or its other resources, to pay FDC for
expenses incurred in connection with providing services intended to
result in the sale of fund shares and/or shareholder support services.
In addition, each Plan provides that FMR, directly or through
FDC, may pay intermediaries, such as banks, broker-dealers and other
service-providers, that provide those services. Currently, the Board
of Trustees has authorized such payments for Cash Reserves and U.S.
Government Reserves shares.

Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and
determined that there is a reasonable likelihood that the Plan will
benefit the fund and its shareholders. In particular, the Trustees
noted that each Plan does not authorize payments by the fund other
than those made to FMR under its management contract with the fund. To
the extent that each Plan gives FMR and FDC greater flexibility in
connection with the distribution of fund shares, additional sales of
fund shares or stabilization of cash flows may result. Furthermore,
certain shareholder support services may be provided more effectively
under the Plans by local entities with whom shareholders have other
relationships.

The Glass-Steagall Act generally prohibits federally and state
chartered or supervised banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope
of this prohibition under the Glass-Steagall Act has not been clearly
defined by the courts or appropriate regulatory agencies, FDC believes
that the Glass-Steagall Act should not preclude a bank from performing
shareholder support services, or servicing and recordkeeping
functions. FDC intends to engage banks only to perform such functions.
However, changes in federal or state statutes and regulations
pertaining to the permissible activities of banks and their affiliates
or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions,
if any, would be necessary to continue to provide efficient and
effective shareholder services. In such event, changes in the
operation of the funds might occur, including possible termination of
any automatic investment or redemption or other services then provided
by the bank. It is not expected that shareholders would suffer any
adverse financial consequences as a result of any of these
occurrences. In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein, and
banks and other financial institutions may be required to register as
dealers pursuant to state law.

Each fund may execute portfolio transactions with, and purchase
securities issued by, depository institutions that receive payments
under the Plans. No preference for the instruments of such depository
institutions will be shown in the selection of investments.

FDC may compensate intermediaries that satisfy certain criteria
established from time to time by FDC relating to the level or type of
services provided by the intermediary, the sale or expected sale of
significant amounts of shares, or other factors.

TRANSFER AND SERVICE AGENT AGREEMENTS

Each fund has entered into a transfer agent agreement with FSC, an
affiliate of FMR. Under the terms of the agreements, FSC performs
transfer agency, dividend disbursing, and shareholder services for
each fund.

For providing transfer agency services, FSC receives an account fee
and an asset-based fee each paid monthly with respect to each account
in a fund. For retail accounts and certain institutional accounts,
these fees are based on account size and fund type. For certain
institutional retirement accounts, these fees are based on fund type.
For certain other institutional retirement accounts, these fees are
based on account type and fund type. The account fees are subject to
increase based on postage rate changes.

FSC also collects small account fees from certain accounts with
balances of less than $2,500.

FSC also collects each fund's $5.00 wire redemption fee.

In addition, FSC receives the pro rata portion of the transfer agency
fees applicable to shareholder accounts in a qualified state tuition
program (QSTP), as defined under the Small Business Job Protection Act
of 1996, managed by FMR or an affiliate and in each Fidelity Freedom
Fund and Fidelity Four-in-One Index Fund , funds of funds
managed by an FMR affiliate, according to the percentage of the
QSTP's, Freedom Fund's or Fidelity Four-in-One Index Fund's
assets that is invested in a fund, subject to certain limitations
in the case of Fidelity Four-in-One Index Fund.

FSC pays out-of-pocket expenses associated with providing transfer
agent services. In addition, FSC bears the expense of typesetting,
printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
existing shareholders, with the exception of proxy statements.

Each fund has also entered into a service agent agreement with FSC.
Under the terms of the agreement , FSC calculates the NAV and
dividends for each fund and maintains each fund's portfolio and
general accounting records.

For providing pricing and bookkeeping services, FSC receives a
monthly fee based on each fund's average daily net assets throughout
the month.

The annual rates for pricing and bookkeeping services for money market
funds are 0.0150% of the first $500 million of average net assets,
0.0075% of average net assets between $500 million and $10 billion,
0.0021 % of average net assets between $10 billion and
$25 billion, and 0.00075% of average net assets in excess of $25
billion . The fee, not including reimbursement for out-of-pocket
expenses, is limited to a minimum of $40,000 per year.

Pricing and bookkeeping fees, including reimbursement for
out-of-pocket expenses, paid by the funds to FSC for the past three
fiscal years are shown in the table below.

Fund 1999 1998 1997

Cash Reserves $ 1,043,000 $ 820,000 $ 806,000

U. S. Government Reserves $ 154,000 $ 149,000 $ 142,000

DESCRIPTION OF THE TRUST

TRUST ORGANIZATION. Fidelity Cash Reserves and Fidelity U. S.
Government Reserves are funds of Fidelity Phillips Street Trust, an
open-end management investment company organized as a Delaware
business trust on September 17, 1992. Currently, there are two funds
in Fidelity Phillips Street Trust: Fidelity Cash Reserves and Fidelity
U. S. Government Reserves. The Trustees are permitted to create
additional funds in the trust.

The assets of the trust received for the issue or sale of shares of
each fund and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets
of each fund in the trust shall be charged with the liabilities and
expenses attributable to such fund. Any general expenses of the trust
shall be allocated between or among any one or more of the funds.

SHAREHOLDER LIABILITY. The trust is a business trust organized under
Delaware law. Delaware law provides that shareholders shall be
entitled to the same limitations of personal liability extended to
stockholders of private corporations for profit. The courts of some
states, however, may decline to apply Delaware law on this point. The
Trust Instrument contains an express disclaimer of shareholder
liability for the debts, liabilities, obligations, and expenses of the
trust. The Trust Instrument provides that the trust shall not have any
claim against shareholders except for the payment of the purchase
price of shares and requires that each agreement, obligation, or
instrument entered into or executed by the trust or the Trustees
relating to the trust or to a fund shall include a provision limiting
the obligations created thereby to the trust or to one or more funds
and its or their assets. The Trust Instrument further provides that
shareholders of a fund shall not have a claim on or right to any
assets belonging to any other fund.

The Trust Instrument provides for indemnification out of each fund's
property of any shareholder or former shareholder held personally
liable for the obligations of the fund solely by reason of his or her
being or having been a shareholder and not because of his or her acts
or omissions or for some other reason. The Trust Instrument also
provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the
fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which Delaware law does not apply, no
contractual limitation of liability was in effect, and a fund is
unable to meet its obligations. FMR believes that, in view of the
above, the risk of personal liability to shareholders is extremely
remote.

VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you are entitled to one vote for each
dollar of net asset value you own. The voting rights of shareholders
can be changed only by a shareholder vote. Shares may be voted in the
aggregate, by fund and by class.

The shares have no preemptive or conversion rights. Shares are fully
paid and nonassessable, except as set forth under the heading
"Shareholder Liability" above.

The trust or any of its funds may be terminated upon the sale
of its assets to another open-end management investment company or
series thereof, or upon liquidation and distribution of its assets.
Generally such terminations must be approved by a vote of
shareholders. In the event of the dissolution or liquidation of
the trust, shareholders of each of its funds are entitled to
receive the underlying assets of such fund available for distribution.
In the event of the dissolution or liquidation of a fund, shareholders
of that fund are entitled to receive the underlying assets of the fund
available for distribution.

Under the Trust Instrument, the Trustees may, without shareholder
vote, in order to change the form of organization of the trust
cause the trust to merge or consolidate with one or more trusts,
partnerships, associations, limited liability companies or
corporations, as long as the surviving entity is an open-end
management investment company, or is a fund thereof, that will succeed
to or assume the trust's registration statement, or cause the trust to
incorporate under Delaware law.

CUSTODIAN. The Bank of New York, 110 Washington Street, New York, New
York, is custodian of the assets of each fund. The custodian is
responsible for the safekeeping of a fund's assets and the appointment
of any subcustodian banks and clearing agencies. The Chase Manhattan
Bank, headquartered in New York, also may serve as a special purpose
custodian of certain assets in connection with repurchase agreement
transactions.

FMR, its officers and directors, its affiliated companies, and members
of the Board of Trustees may, from time to time, conduct transactions
with various banks, including banks serving as custodians for certain
funds advised by FMR. Transactions that have occurred to date include
mortgages and personal and general business loans. In the judgment of
FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund
relationships.

AUDITOR. PricewaterhouseCoopers LLP, 160 Federal Street, Boston,
Massachusetts, serves as independent accountant for each fund .
The auditor examines financial statements for the funds and provides
other audit, tax, and related services.

FINANCIAL STATEMENTS

Each fund's financial statements and financial highlights for
the fiscal year ended November 30, 1999, and report of the auditor,
are included in the fund's annual report and are incorporated
herein by reference.

APPENDIX

Fidelity, Fidelity Investments & (Pyramid) Design, Fidelity Focus,
Fid elity Investments, and Magellan are registered trademarks of
FMR Corp.

THE THIRD PARTY MARKS APPEARING ABOVE ARE THE MARKS OF THEIR
RESPECTIVE OWNERS.

PART C - OTHER INFORMATION

Item 23. Exhibits

(a) (1) Form of Amended and Restated Trust Instrument is filed herein
as Exhibit (a)(1).

(b) Bylaws of the Trust, as amended and dated May 19, 1994, are
incorporated herein by reference to Exhibit 2(a) of Fidelity Union
Street Trust II's (File No. 33-43757) Post-Effective Amendment No. 10.

(d) (1) Management Contract, dated December 1, 1993, between Fidelity
Cash Reserves and Fidelity Management & Research Company is
incorporated herein by reference to Exhibit 5(a) to Post-Effective
Amendment No. 38.

(2) Management Contract, dated January 13, 1995, between Fidelity
U.S. Government Reserves and Fidelity Management & Research Company is
incorporated herein by reference to Exhibit 5(c) to Post-Effective
Amendment No. 40.

(3) Sub-Advisory Agreement, dated January 24, 1993, between Fidelity
Management & Research Company and FMR Texas Inc. (currently known as
Fidelity Investments Money Management Inc. (FIMM)), on behalf of
Fidelity Cash Reserves is incorporated herein by reference to Exhibit
5(b) to Post-Effective Amendment No. 35.

(4) Sub-Advisory Agreement, dated January 13, 1995, between
Fidelity Management & Research Company and FMR Texas Inc. (currently
known as FIMM), on behalf of Fidelity U.S. Government Reserves is
filed herein as Exhibit (d)(4).

(e) (1) General Distribution Agreement, dated January 24, 1993,
between Fidelity Phillips Street Trust and Fidelity Distributors
Corporation with respect to Fidelity Cash Reserves is incorporated
herein by reference to Exhibit 6(a) to Post-Effective Amendment No.
35.

(2) General Distribution Agreement, dated January 13, 1995, between
Fidelity Phillips Street Trust and Fidelity Distributors Corporation
with respect to Fidelity U.S. Government Reserves is filed herein as
Exhibit (e)(2).

(3) Amendments to the General Distribution Agreement between the
Registrant and Fidelity Distributors Corporation, dated March 14, 1996
and July 15, 1996, are incorporated herein by reference to Exhibit
6(a) of Fidelity Court Street Trust's Post-Effective Amendment No. 61
(File No. 2-58774).

(f) (1) Retirement Plan for Non-Interested Person Trustees, Directors
or General Partners, as amended on November 16, 1995, is incorporated
herein by reference to Exhibit 7(a) of Fidelity Select Portfolio's
(File No. 2-69972) Post-Effective Amendment No. 54.

(2) The Fee Deferral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of September 14, 1995 and
amended through November 14, 1996, is incorporated herein by reference
to Exhibit 7(b) of Fidelity Aberdeen Street Trust's (File No.
33-43529) Post-Effective Amendment No. 19.

(g) (1) Custodian Agreement and Appendix C, dated December 1, 1994,
between The Bank of New York and the Registrant are incorporated
herein by reference to Exhibit 8(a) of Fidelity Hereford Street
Trust's (File No. 33-52577) Post-Effective Amendment No. 4.

(2) Appendix A, dated June 23, 1999, to the Custodian Agreement,
dated December 1, 1994, between The Bank of New York and the
Registrant is incorporated herein by reference to Exhibit (g)(2) of
Fidelity Money Market Trust's (File No. 2-62417) Post-Effective
Amendment No. 61.

(3) Appendix B, dated March 18, 1999, to the Custodian Agreement,
dated December 1, 1994, between The Bank of New York and Fidelity
Phillips Street Trust on behalf of Fidelity Cash Reserves is
incorporated herein by reference to Exhibit (g)(3) of Fidelity
Hereford Street Trust's (File No. 33-52577) Post-Effective Amendment
No. 12.

(4) Addendum, dated October 21, 1996, to the Custodian Agreement,
dated December 1, 1994, between The Bank of New York and the
Registrant is incorporated herein by reference to Exhibit (g)(4) of
Fidelity Hereford Street Trust's (File No. 33-52577) Post-effective
Amendment No. 12.

(5) Fidelity Group Repo Custodian Agreement among The Bank of New
York, J. P. Morgan Securities, Inc., and the Registrant, dated
February 12, 1996, is incorporated herein by reference to Exhibit 8(d)
of Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.

(6) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between The Bank of New York and the Registrant, dated February 12,
1996, is incorporated herein by reference to Exhibit 8(e) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808) Post-Effective
Amendment No. 31.

(7) Fidelity Group Repo Custodian Agreement among Chemical Bank,
Greenwich Capital Markets, Inc., and the Registrant, dated November
13, 1995, is incorporated herein by reference to Exhibit 8(f) of
Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.

(8) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between Chemical Bank and the Registrant, dated November 13, 1995, is
incorporated herein by reference to Exhibit 8(g) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808) Post-Effective
Amendment No. 31.

(9) Joint Trading Account Custody Agreement between The Bank of New
York and Fidelity Phillips Street Trust on behalf of Fidelity Cash
Reserves, dated May 11, 1995, is incorporated herein by reference to
Exhibit 8(h) of Fidelity Institutional Cash Portfolios' (File No.
2-74808) Post-Effective Amendment No. 31.

(10) First Amendment to Joint Trading Account Custody Agreement
between The Bank of New York and the Registrant, dated July 14, 1995,
is incorporated herein by reference to Exhibit 8(i) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808) Post-Effective
Amendment No. 31.

(h) Not applicable.

(i) Legal Opinion of Kirkpatrick & Lockhart LLP for Fidelity Cash
Reserves and Fidelity U.S. Government Reserves, dated January 19,
2000, is filed herein as Exhibit (i)(1).

(j) Consent of PricewaterhouseCoopers LLP, dated January 19, 2000, is
filed herein as Exhibit (j)(1).

(k) Not applicable.

(l) Not applicable.

(m) (1) Distribution and Service Plan between Fidelity Cash Reserves
and Fidelity Distributors Corporation is filed herein as Exhibit
(m)(1).

(2) Distribution and Service Plan between Fidelity U.S.
Government Reserves and Fidelity Distributors Corporation is filed
herein as Exhibit (m)(2).

(n) Not applicable.

(o) Not applicable.

Item 24. Trusts Controlled by or under Common Control with this Trust

The Board of Trustees of the Trust is the same as the board of other
Fidelity funds, each of which has Fidelity Management & Research
Company, or an affiliate, as its investment adviser. In addition, the
officers of the Trust are substantially identical to those of the
other Fidelity funds. Nonetheless, the Trust takes the position that
it is not under common control with other Fidelity funds because the
power residing in the respective boards and officers arises as the
result of an official position with the respective trusts.

Item 25. Indemnification

Pursuant to Del. Code Ann. title 12 (sub-section) 3817, a Delaware
business trust may provide in its governing instrument for the
indemnification of its officers and trustees from and against any and
all claims and demands whatsoever. Article X, Section 10.02 of the
Trust Instrument sets forth the reasonable and fair means for
determining whether indemnification shall be provided to any past or
present Trustee or officer. It states that the Trust shall indemnify
any present or past trustee or officer to the fullest extent permitted
by law against liability, and all expenses reasonably incurred by him
or her in connection with any claim, action, suit or proceeding in
which he or she is involved by virtue of his or her service as a
trustee or officer and against any amount incurred in settlement
thereof. Indemnification will not be provided to a person adjudged by
a court or other adjudicatory body to be liable to the Trust or its
shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his or her duties (collectively,
"disabling conduct"), or not to have acted in good faith in the
reasonable belief that his or her action was in the best interest of
the Trust. In the event of a settlement, no indemnification may be
provided unless there has been a determination, as specified in the
Trust Instrument, that the officer or trustee did not engage in
disabling conduct.

Pursuant to Section 11 of the Distribution Agreement, the Trust
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against
any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Trust (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading
under the 1933 Act, or any other statute or the common law. However,
the Trust does not agree to indemnify the Distributor or hold it
harmless to the extent that the statement or omission was made in
reliance upon, and in conformity with, information furnished to the
Trust by or on behalf of the Distributor. In no case is the indemnity
of the Trust in favor of the Distributor or any person indemnified to
be deemed to protect the Distributor or any person against any
liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.

Pursuant to the agreement by which Fidelity Service Company, Inc.
("FSC") is appointed transfer agent, the Trust agrees to indemnify and
hold FSC harmless against any losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting
from:

(1) any claim, demand, action or suit brought by any person other
than the Trust, including by a shareholder, which names FSC and/or the
Trust as a party and is not based on and does not result from FSC's
willful misfeasance, bad faith or negligence or reckless disregard of
duties, and arises out of or in connection with FSC's performance
under the Transfer Agency Agreement; or

(2) any claim, demand, action or suit (except to the extent
contributed to by FSC's willful misfeasance, bad faith or negligence
or reckless disregard of its duties) which results from the negligence
of the Trust, or from FSC's acting upon any instruction(s) reasonably
believed by it to have been executed or communicated by any person
duly authorized by the Trust, or as a result of FSC's acting in
reliance upon advice reasonably believed by FSC to have been given by
counsel for the Trust, or as a result of FSC's acting in reliance upon
any instrument or stock certificate reasonably believed by it to have
been genuine and signed, countersigned or executed by the proper
person.

Item 26. Business and Other Connections of Investment Advisers

(1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)

82 Devonshire Street, Boston, MA 02109

FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held,
during the past two fiscal years, the following positions of a
substantial nature.

Edward C. Johnson 3d Chairman of the Board and
Director of FMR; President
and Chief Executive Officer
of FMR Corp.; Chairman of
the Board and Director of
FMR Corp., Fidelity
Investments Money
Management, Inc. (FIMM),
Fidelity Management &
Research (U.K.) Inc. (FMR
U.K.), and Fidelity
Management & Research (Far
East) Inc. (FMR Far East);
Chairman of the Executive
Committee of FMR; Chairman
and Representative Director
of Fidelity Investments
Japan Limited (FIJ);
President and Trustee of
funds advised by FMR.

Robert C. Pozen President and Director of
FMR; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FIMM, FMR U.K.,
and FMR Far East; Director
of Strategic Advisers, Inc.;
Previously, General Counsel,
Managing Director, and
Senior Vice President of FMR
Corp.

Peter S. Lynch Vice Chairman of the Board
and Director of FMR.

John Avery Vice President of FMR.

Robert Bertelson Vice President of FMR.

John H. Carlson Vice President of FMR and of
funds advised by FMR.

Robert C. Chow Vice President of FMR.

Dwight D. Churchill Senior Vice President of FMR
and Vice President of Bond
Funds advised by FMR; Vice
President of FIMM.

Laura B. Cronin Vice President of FMR and
Treasurer of FMR, FIMM, FMR
U.K., and FMR Far East.

Barry Coffman Vice President of FMR.

Arieh Coll Vice President of FMR.

Catherine Collins Vice President of FMR.

Frederic G. Corneel Tax Counsel of FMR.

William Danoff Senior Vice President of FMR
and Vice President of funds
advised by FMR.

Scott E. DeSano Vice President of FMR.

Penelope Dobkin Vice President of FMR and of
a fund advised by FMR.

Walter C. Donovan Vice President of FMR.

Bettina Doulton Senior Vice President of FMR
and of funds advised by FMR.

Stephen DuFour Vice President of FMR.

Maria F. Dwyer Vice President of FMR and
Deputy Treasurer of the
Fidelity funds.

Margaret L. Eagle Vice President of FMR and of
a fund advised by FMR.

William R. Ebsworth Vice President of FMR.

David Felman Vice President of FMR.

Richard B. Fentin Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Karen Firestone Vice President of FMR.

Michael B. Fox Assistant Treasurer of FMR,
FIMM, FMR U.K., and FMR Far
East; Vice President and
Treasurer of FMR Corp. and
Strategic Advisers, Inc.;
Vice President of FMR U.K.,
FMR Far East, and FIMM.

Gregory Fraser Vice President of FMR and of
a fund advised by FMR.

Jay Freedman Assistant Clerk of FMR; Clerk
of FMR Corp., FMR U.K., FMR
Far East, and Strategic
Advisers, Inc.; Secretary of
FIMM; Vice President Deputy
General Counsel FMR Corp.

David L. Glancy Vice President of FMR and of
a fund advised by FMR.

Barry A. Greenfield Vice President of FMR.

Boyce I. Greer Senior Vice President of FMR
and Vice President of Money
Market Funds advised by FMR;
Vice President of FIMM.

Bart A. Grenier Senior Vice President of FMR
and Vice President of
High-Income Funds advised by
FMR.

Robert J. Haber Vice President of FMR.

Richard C. Habermann Senior Vice President of FMR
and Vice President of funds
advised by FMR.

Fred L. Henning Jr. Senior Vice President of FMR;
Senior Vice President of
FIMM; Vice President of
Fixed-Income Funds advised
by FMR.

Bruce T. Herring Vice President of FMR.

Robert F. Hill Vice President of FMR and
Director of Technical
Research.

Frederick Hoff Vice President of FMR.

Abigail P. Johnson Senior Vice President of FMR
and Vice President of funds
advised by FMR; Director of
FMR Corp.; Associate
Director and Senior Vice
President of Equity Funds
advised by FMR.

David B. Jones Vice President of FMR.

Steven Kaye Senior Vice President of FMR
and of a fund advised by FMR.

Francis V. Knox Vice President of FMR;
Compliance Officer of FMR
U.K. and FMR Far East.

Harris Leviton Vice President of FMR.

Bradford E. Lewis Vice President of FMR and of
funds advised by FMR.

Richard R. Mace Jr. Vice President of FMR and of
funds advised by FMR.

Shigeki Makino Vice President of FMR.

Charles A. Mangum Vice President of FMR and of
a fund advised by FMR.

Kevin McCarey Vice President of FMR and of
a fund advised by FMR.

James McDowell Senior Vice President of FMR.

Neal P. Miller Vice President of FMR.

Jacques Perold Vice President of FMR.

Stephen Peterson Senior Vice President of FMR.

Alan Radlo Vice President of FMR.

Eric D. Roiter Vice President, General
Counsel, and Clerk of FMR
and Secretary of funds
advised by FMR.

Lee H. Sandwen Vice President of FMR.

Patricia A. Satterthwaite Vice President of FMR and of
a fund advised by FMR.

Fergus Shiel Vice President of FMR.

Richard A. Silver Vice President of FMR.

Carol A. Smith-Fachetti Vice President of FMR.

Steven J. Snider Vice President of FMR and of
funds advised by FMR.

Thomas T. Soviero Vice President of FMR and of
a fund advised by FMR.

Richard Spillane Senior Vice President of FMR;
Associate Director and
Senior Vice President of
Equity Funds advised by FMR;
Previously, Senior Vice
President and Director of
Operations and Compliance of
FMR U.K.

Thomas M. Sprague Vice President of FMR and of
a fund advised by FMR.

Robert E. Stansky Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Scott D. Stewart Vice President of FMR.

Beth F. Terrana Senior Vice President of FMR
and Vice President of funds
advised by FMR.

Yoko Tilley Vice President of FMR.

Joel C. Tillinghast Vice President of FMR and of
a fund advised by FMR.

Robert Tuckett Vice President of FMR.

Jennifer Uhrig Vice President of FMR and of
funds advised by FMR.

George A. Vanderheiden Senior Vice President of FMR
and Vice President of funds
advised by FMR; Director of
FMR Corp.

Jason Weiner Vice President of FMR.

Steven S. Wymer Vice President of FMR and of
a fund advised by FMR.

(2) FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. (FIMM)

1 Spartan Way, Merrimack, NH 03054

FIMM provides investment advisory services to Fidelity Management &
Research Company. The directors and officers of the Sub-Adviser have
held the following positions of a substantial nature during the past
two fiscal years.

Edward C. Johnson 3d Chairman of the Board and
Director of FIMM, FMR, FMR
Corp., FMR Far East, and FMR
U.K.; Chairman of the
Executive Committee of FMR;
President and Chief
Executive Officer of FMR
Corp.; Chairman and
Representative Director of
Fidelity Investments Japan
Limited (FIJ); President and
Trustee of funds advised by
FMR.

Robert C. Pozen President and Director of
FIMM; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FMR, FMR U.K.,
and FMR Far East; Director
of Strategic Advisers, Inc.;
Previously, General Counsel,
Managing Director, and
Senior Vice President of FMR
Corp.

Fred L. Henning Jr. Senior Vice President of
FIMM; Senior Vice President
of FMR and Vice President of
Fixed-Income Funds advised
by FMR.

Boyce I. Greer Vice President of FIMM;
Senior Vice President of FMR
and Vice President of Money
Market Funds advised by FMR.

Dwight D. Churchill Vice President of FIMM;
Senior Vice President of FMR
and Vice President of Bond
Funds advised by FMR.

Laura B. Cronin Treasurer of FIMM, FMR Far
East, FMR U.K., and FMR and
Vice President of FMR.

Michael B. Fox Assistant Treasurer of FIMM,
FMR U.K., FMR Far East, and
FMR; Vice President and
Treasurer of FMR Corp. and
Strategic Advisers, Inc.;
Vice President of FIMM, FMR
U.K., and FMR Far East.

Jay Freedman Secretary of FIMM; Clerk of
FMR U.K., FMR Far East, FMR
Corp., and Strategic
Advisers, Inc.; Assistant
Clerk of FMR; Vice President
Deputy General Counsel FMR
Corp.

Susan Englander Hislop Assistant Secretary of FIMM;
Assistant Clerk of FMR U.K.,
FMR Far East, and Strategic
Advisers, Inc.

Stanley N. Griffith Assistant Secretary of FIMM.

Item 27. Principal Underwriters

(a) Fidelity Distributors Corporation (FDC) acts as distributor for
all funds advised by FMR or an affiliate.

(b)

Name and Principal Positions and Offices Positions and Offices

Business Address* with Underwriter with Fund

Edward C. Johnson 3d Director Trustee and President

Michael Mlinac Director None

James Curvey Director None

Martha B. Willis President None

Eric D. Roiter Vice President Secretary

Caron Ketchum Treasurer and Controller None

Gary Greenstein Assistant Treasurer None

Jay Freedman Assistant Clerk None

Linda Holland Compliance Officer None

* 82 Devonshire Street, Boston, MA

Item 28. Location of Accounts and Records

All accounts, books, and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company, Fidelity Service
Company, Inc. or Fidelity Investments Institutional Operations
Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the funds'
custodian, The Bank of New York, 110 Washington Street, New York, NY.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for the effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this Post-Effective Amendment No. 45 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, and Commonwealth of
Massachusetts, on the 19th day of January 2000.

FIDELITY PHILLIPS STREET TRUST

By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S> <C> <C>
(Signature) (Title) (Date)

/s/Edward C. Johnson 3d (dagger) President and Trustee January 19, 2000
Edward C. Johnson 3d (Principal Executive Officer)

/s/Richard A. Silver** Treasurer January 19, 2000
Richard A. Silver

/s/Robert C. Pozen Trustee January 19, 2000
Robert C. Pozen

/s/Ralph F. Cox* Trustee January 19, 2000
Ralph F. Cox

/s/Phyllis Burke Davis* Trustee January 19, 2000
Phyllis Burke Davis

/s/Robert M. Gates* Trustee January 19, 2000
Robert M. Gates

/s/Donald J. Kirk* Trustee January 19, 2000
Donald J. Kirk

/s/Ned C. Lautenbach* Trustee January 19, 2000
Ned C. Lautenbach

/s/Peter S. Lynch* Trustee January 19, 2000
Peter S. Lynch

/s/Marvin L. Mann* Trustee January 19, 2000
Marvin L. Mann

/s/William O. McCoy* Trustee January 19, 2000
William O. McCoy

/s/Gerald C. McDonough* Trustee January 19, 2000
Gerald C. McDonough

/s/Thomas R. Williams* Trustee January 19, 2000
Thomas R. Williams

</TABLE>

(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 and filed herewith.

* Signature affixed by Thomas M. Leahey pursuant to a power of
attorney dated December 16, 1999 and filed herewith.

** Signature affixed by John H. Costello pursuant to a power of
attorney dated June 30, 1997 and filed herewith.

POWER OF ATTORNEY

I, the undersigned President and Director, Trustee, or General
Partner, as the case may be, of the following investment companies:

Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional Cash
Fidelity Advisor Series III Portfolios
Fidelity Advisor Series IV Fidelity Institutional
Fidelity Advisor Series V Tax-Exempt Cash Portfolios
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts
Fidelity Beacon Street Trust Municipal Trust
Fidelity Boston Street Trust Fidelity Money Market Trust
Fidelity California Municipal Fidelity Mt. Vernon Street
Trust Trust
Fidelity California Municipal Fidelity Municipal Trust
Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal
Fidelity Charles Street Trust Trust
Fidelity Commonwealth Trust Fidelity New York Municipal
Fidelity Concord Street Trust Trust II
Fidelity Congress Street Fund Fidelity Phillips Street Trust
Fidelity Contrafund Fidelity Puritan Trust
Fidelity Corporate Trust Fidelity Revere Street Trust
Fidelity Court Street Trust Fidelity School Street Trust
Fidelity Court Street Trust II Fidelity Securities Fund
Fidelity Covington Trust Fidelity Select Portfolios
Fidelity Daily Money Fund Fidelity Sterling Performance
Fidelity Destiny Portfolios Portfolio, L.P.
Fidelity Deutsche Mark Fidelity Summer Street Trust
Performance Fidelity Trend Fund
Portfolio, L.P. Fidelity U.S.
Fidelity Devonshire Trust Investments-Bond Fund, L.P.
Fidelity Exchange Fund Fidelity U.S.
Fidelity Financial Trust Investments-Government
Fidelity Fixed-Income Trust Securities
Fidelity Government Fund, L.P.
Securities Fund Fidelity Union Street Trust
Fidelity Hastings Street Trust Fidelity Union Street Trust II
Fidelity Yen Performance
Portfolio, L.P.
Newbury Street Trust
Variable Insurance Products
Fund
Variable Insurance Products
Fund II
Variable Insurance Products
Fund III

in addition to any other investment company for which Fidelity
Management & Research Company or an affiliate acts as investment
adviser and for which the undersigned individual serves as President
and Director, Trustee, or General Partner (collectively, the "Funds"),
hereby constitute and appoint Robert C. Pozen my true and lawful
attorney-in-fact, with full power of substitution, and with full power
to him to sign for me and in my name in the appropriate capacity, all
Registration Statements of the Funds on Form N-1A, Form N-8A, or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A, Form N-8A, or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such
things in my name and on my behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company
Act of 1940, and all related requirements of the Securities and
Exchange Commission. I hereby ratify and confirm all that said
attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof. This power of attorney is effective for all documents
filed on or after August 1, 1997.

WITNESS my hand on the date set forth below.

/s/Edward C. Johnson 3d July 17, 1997
Edward C. Johnson 3d

POWER OF ATTORNEY

I, the undersigned Treasurer and principal financial and accounting
officer of the following investment companies:

plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as President and Director,
Trustee, or General Partner (collectively, the "Funds"), hereby
constitute and appoint John H. Costello my true and lawful
attorney-in-fact, with full power of substitution, and with full power
to sign for me and in my name in the appropriate capacity, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in my name
and behalf in connection therewith as said attorneys-in-fact deems
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I
hereby ratify and confirm all that said attorney-in-fact or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after July 1,
1997.

WITNESS my hand on the date set forth below.

/s/Richard A. Silver June 30, 1997
Richard A. Silver

POWER OF ATTORNEY

We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:

Colchester Street Trust Fidelity Hastings Street Trust
Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional
Fidelity Advisor Series III Tax-Exempt Cash Portfolios
Fidelity Advisor Series IV Fidelity Investment Trust
Fidelity Advisor Series V Fidelity Magellan Fund
Fidelity Advisor Series VI Fidelity Massachusetts
Fidelity Advisor Series VII Municipal Trust
Fidelity Advisor Series VIII Fidelity Money Market Trust
Fidelity Beacon Street Trust Fidelity Mt. Vernon Street
Fidelity Boston Street Trust Trust
Fidelity California Municipal Fidelity Municipal Trust
Trust Fidelity Municipal Trust II
Fidelity California Municipal Fidelity New York Municipal
Trust II Trust
Fidelity Capital Trust Fidelity New York Municipal
Fidelity Charles Street Trust Trust II
Fidelity Commonwealth Trust Fidelity Oxford Street Trust
Fidelity Concord Street Trust Fidelity Phillips Street Trust
Fidelity Congress Street Fund Fidelity Puritan Trust
Fidelity Contrafund Fidelity Revere Street Trust
Fidelity Court Street Trust Fidelity School Street Trust
Fidelity Court Street Trust II Fidelity Securities Fund
Fidelity Covington Trust Fidelity Select Portfolios
Fidelity Destiny Portfolios Fidelity Summer Street Trust
Fidelity Devonshire Trust Fidelity Trend Fund
Fidelity Exchange Fund Fidelity U.S.
Fidelity Financial Trust Investments-Bond Fund, L.P.
Fidelity Fixed-Income Trust Fidelity U.S.
Fidelity Government Investments-Government
Securities Fund Securities
Fund, L.P.
Fidelity Union Street Trust
Fidelity Union Street Trust II
Newbury Street Trust
Variable Insurance Products
Fund
Variable Insurance Products
Fund II

plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Directors, Trustees, or
General Partners (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, our true and lawful attorneys-in-fact,
with full power of substitution, and with full power to each of them,
to sign for us and in our names in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in our names
and behalf in connection therewith as said attorneys-in-fact deems
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after January
1, 2000.

WITNESS our hands on this sixteenth day of December, 1999.

/s/Edward C. Johnson 3d /s/Peter S. Lynch
Edward C. Johnson 3d Peter S. Lynch

/s/Ralph F. Cox /s/William O. McCoy
Ralph F. Cox William O. McCoy

/s/Phyllis Burke Davis /s/Gerald C. McDonough
Phyllis Burke Davis Gerald C. McDonough

/s/Ned C. Lautenbach /s/Marvin L. Mann
Ned C. Lautenbach Marvin L. Mann

/s/Donald J. Kirk /s/Thomas R. Williams
Donald J. Kirk Thomas R. Williams

/s/Robert C. Pozen /s/Robert M. Gates
Robert C. Pozen Robert M. Gates

Exhibit (a)(1)
FORM OF
AMENDED AND RESTATED TRUST INSTRUMENT
FIDELITY PHILLIPS STREET TRUST

AMENDED AND RESTATED TRUST INSTRUMENT, made December 16, 1999 by each
of the Trustees whose signature is affixed hereto (the "Trustees").

WHEREAS, the Trustees desire to amend and restate this Trust
Instrument for the sole purpose of supplementing the Trust Instrument
to incorporate amendments duly adopted; and

WHEREAS, this Trust was initially made on September 17, 1992 by
Edward C. Johnson 3d, J. Gary Burkhead and Gary L. French in order to
establish a trust for the investment and reinvestment of funds
contributed thereto;

NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust hereunder shall be held and managed in trust
under this Amended and Restated Trust Instrument as herein set forth
below.
_________________________________________________

ARTICLE I
NAME AND DEFINITIONS
NAME

Section 1.01. The name of the trust created hereby is the "Fidelity
Phillips Street Trust."

DEFINITIONS.

Section 1.02. Wherever used herein, unless otherwise required by the
context or specifically provided:

(a) "Bylaws" means the Bylaws referred to in Article IV, Section
4.01(e) hereof, as from time to time amended;

(b) The term "Commission" has the meaning given it in the 1940 Act.
The terms "Affiliated Person," "Assignment," "Interested Person" and
"Principal Underwriter" shall have the meanings given them in the 1940
Act, as modified by or interpreted by any applicable order or orders
of the Commission or any rules or regulations adopted or interpretive
releases of the Commission thereunder. "Majority Shareholder Vote"
shall have the same meaning as the term "vote of a majority of the
outstanding voting securities" is given in the 1940 Act, as modified
by or interpreted by any applicable order or orders of the Commission
or any rules or regulations adopted or interpretive releases of the
Commission thereunder;

(c) The "Delaware Act" refers to Chapter 38 of Title 12 of the
Delaware Code entitled "Treatment of Delaware Business Trusts," as it
may be amended from time to time;

(d) "Net Asset Value" means the net asset value of each Series of the
Trust determined in the manner provided in Article IX, Section 9.03
hereof;

(e) "Outstanding Shares" means those Shares shown from time to time
in the books of the Trust or its Transfer Agent as then issued and
outstanding, but shall not include Shares which have been redeemed or
repurchased by the Trust and which are at the time held in the
treasury of the Trust;

(f) "Series" means a series of Shares of the Trust established in
accordance with the provisions of Article II, Section 2.06 hereof;

(g) "Shareholder" means a record owner of Outstanding Shares of the
Trust;
(h) "Shares" means the equal proportionate transferable units of
beneficial interest into which the beneficial interest of each Series
of the Trust or class thereof shall be divided and may include
fractions of Shares as well as whole Shares;

(i) The "Trust" refers to Fidelity Phillips Street Trust and
reference to the Trust, when applicable to one or more Series of the
Trust, shall refer to any such Series;

(j) The "Trustees" means the person or persons who has or have signed
this Trust Instrument, so long as he or they shall continue in office
in accordance with the terms hereof, and all other persons who may
from time to time be duly qualified and serving as Trustees in
accordance with the provisions of Article III hereof and reference
herein to a Trustee or to the Trustees shall refer to the individual
Trustees in their capacity as Trustees hereunder;

(k) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account
of one or more of the Trust or any Series, or the Trustees on behalf
of the Trust or any Series; and

(l) The "1940 Act" refers to the Investment Company Act of 1940, as
amended from time to time.

ARTICLE II
BENEFICIAL INTEREST
SHARES OF BENEFICIAL INTEREST

Section 2.01. The beneficial interest in the Trust shall be divided
into such transferable Shares of one or more separate and distinct
Series or classes of a Series as the Trustees shall from time to time
create and establish. The number of Shares of each Series, and class
thereof, authorized hereunder is unlimited. Each Share shall have no
par value. All Shares issued hereunder, including without
limitation, Shares issued in connection with a dividend in Shares or a
split or reverse split of Shares, shall be fully paid and
nonassessable.

ISSUANCE OF SHARES

Section 2.02. The Trustees in their discretion may, from time to
time, without vote of the Shareholders, issue Shares, in addition to
the then issued and outstanding Shares and Shares held in the
treasury, to such party or parties and for such amount and type of
consideration, subject to applicable law, including cash or
securities, at such time or times and on such terms as the Trustees
may deem appropriate, and may in such manner acquire other assets
(including the acquisition of assets subject to, and in connection
with, the assumption of liabilities) and businesses. In connection
with any issuance of Shares, the Trustees may issue fractional Shares
and Shares held in the treasury. The Trustees may from time to time
divide or combine the Shares into a greater or lesser number without
thereby changing the proportionate beneficial interests in the Trust.
Contributions to the Trust may be accepted for, and Shares shall be
redeemed as, whole Shares and/or 1/1,000th of a Share or integral
multiples thereof.

Section 2.03. A register shall be kept at the principal office of
the Trust or an office of the Trust's transfer agent which shall
contain the names and addresses of the Shareholders of each Series,
the number of Shares of that Series (or any class or classes thereof)
held by them respectively and a record of all transfers thereof. As
to Shares for which no certificate has been issued, such register
shall be conclusive as to who are the holders of the Shares and who
shall be entitled to receive dividends or other distributions or
otherwise to exercise or enjoy the rights of Shareholders. No
Shareholder shall be entitled to receive payment of any dividend or
other distribution, nor to have notice given to him as herein or in
the Bylaws provided, until he has given his address to the transfer
agent or such other officer or agent of the Trustees as shall keep the
said register for entry thereon. The Trustees, in their discretion,
may authorize the issuance of share certificates and promulgate
appropriate rules and regulations as to their use. Such certificates
may be issuable for any purpose limited in the Trustees discretion.
In the event that one or more certificates are issued, whether in the
name of a shareholder or a nominee, such certificate or certificates
shall constitute evidence of ownership of Shares for all purposes,
including transfer, assignment or sale of such Shares, subject to such
limitations as the Trustees may, in their discretion, prescribe.

TRANSFER OF SHARES

Section 2.04. Except as otherwise provided by the Trustees, Shares
shall be transferable on the records of the Trust only by the record
holder thereof or by his agent thereunto duly authorized in writing,
upon delivery to the Trustees or the Trust's transfer agent of a duly
executed instrument of transfer, together with a Share certificate, if
one is outstanding, and such evidence of the genuineness of each such
execution and authorization and of such other matters as may be
required by the Trustees. Upon such delivery the transfer shall be
recorded on the register of the Trust. Until such record is made, the
Shareholder of record shall be deemed to be the holder of such Shares
for all purposes hereunder and neither the Trustees nor the Trust, nor
any transfer agent or registrar nor any officer, employee or agent of
the Trust shall be affected by any notice of the proposed transfer.

TREASURY SHARES

Section 2.05. Shares held in the treasury shall, until reissued
pursuant to Section 2.02 hereof, not confer any voting rights on the
Trustees, nor shall such Shares be entitled to any dividends or other
distributions declared with respect to the Shares.

ESTABLISHMENT OF SERIES

Section 2.06. The Trust created hereby shall consist of one or more
Series and separate and distinct records shall be maintained by the
Trust for each Series and the assets associated with any such Series
shall be held and accounted for separately from the assets of the
Trust or any other Series. The Trustees shall have full power and
authority, in their sole discretion, and without obtaining any prior
authorization or vote of the Shareholders of any Series of the Trust,
to establish and designate and to change in any manner any such Series
of Shares or any classes of initial or additional Series and to fix
such preferences, voting powers, rights and privileges of such Series
or classes thereof 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
or any Series or classes thereof into 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. The establishment and designation of
any Series shall be effective upon the adoption of a resolution by a
majority of the Trustees setting forth such establishment and
designation and the relative rights and preferences of the Shares of
such Series, whether directly in such resolution or by reference to,
or approval of, another document that sets forth such relative rights
and preferences of the Shares of such Series including, without
limitation, any registration statement of the Trust, or as otherwise
provided in such resolution. A Series may issue any number of Shares
and need not issue shares. At any time that there are no Shares
outstanding of any particular Series previously established and
designated, the Trustees may by a majority vote abolish that Series
and the establishment and designation thereof.

All references to Shares in this Trust Instrument shall be deemed to
be Shares of any or all Series, or classes thereof, as the context may
require. All provisions herein relating to the Trust shall apply
equally to each Series of the Trust, and each class thereof, except as
the context otherwise requires.

Each Share of a Series of the Trust shall represent an equal
beneficial interest in the net assets of such Series. Each holder of
Shares of a Series shall be entitled to receive his pro rata share of
distributions of income and capital gains, if any, made with respect
to such Series. Upon redemption of his Shares, such Shareholder shall
be paid solely out of the funds and property of such Series of the
Trust.

INVESTMENT IN THE TRUST

Section 2.07. The Trustees shall accept investments in any Series of
the Trust from such persons and on such terms as they may from time to
time authorize. At the Trustees' discretion, such investments,
subject to applicable law, may be in the form of cash or securities in
which the affected Series is authorized to invest, valued as provided
in Article IX, Section 9.03 hereof. Investments in a Series 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) fix the Net Asset Value per Share of the initial
capital contribution, (b) impose a sales charge or other fee upon
investments in the Trust in such manner and at such time determined by
the Trustees or (c) issue fractional Shares.

ASSETS AND LIABILITIES OF SERIES

Section 2.08. All consideration received by the Trust for the issue
or sale of Shares of a particular Series, together with all assets in
which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall be held and accounted for
separately from the other assets of the Trust and of every other
Series and may be referred to herein as "assets belonging to" that
Series. The assets belonging to a particular Series shall belong to
that Series for all purposes, and to no other Series, subject only to
the rights of creditors of that Series. In addition, any assets,
income, earnings, profits or funds, or payments and proceeds with
respect thereto, which are not readily identifiable as belonging to
any particular Series shall be allocated by the Trustees between and
among one or more of the Series in such manner as the Trustees, in
their sole discretion, deem fair and equitable. Each such allocation
shall be conclusive and binding upon the Shareholders of all Series
for all purposes, and such assets, income, earnings, profits or funds,
or payments and proceeds with respect thereto shall be assets
belonging to that Series. The assets belonging to a particular Series
shall be so recorded upon the books of the Trust, and shall be held by
the Trustees in trust for the benefit of the holders of Shares of that
Series. The assets belonging to each particular Series shall be
charged with the liabilities of that Series and all expenses, costs,
charges and reserves attributable to that Series. Any general
liabilities, expenses, costs, charges or reserves of the Trust which
are not readily identifiable as belonging to any particular Series
shall be allocated and charged by the Trustees between or among any
one or more of the Series in such manner as the Trustees in their sole
discretion deem fair and equitable. Each such allocation shall be
conclusive and binding upon the Shareholders of all Series for all
purposes. Without limitation of the foregoing provisions of this
Section 2.08, but subject to the right of the Trustees in their
discretion to allocate general liabilities, expenses, costs, charges
or reserves as herein provided, the debts, liabilities, obligations
and expenses incurred, contracted for or otherwise existing with
respect to a particular Series shall be enforceable against the assets
of such Series only, and not against the assets of the Trust
generally. Notice of this limitation on inter-Series liabilities may,
in the Trustee's sole discretion, be set forth in the certificate of
trust of the Trust (whether originally or by amendment) as filed or to
be filed in the Office of the Secretary of State of the State of
Delaware pursuant to the Delaware Act, and upon the giving of such
notice in the certificate of trust, the statutory provisions of
Section 3804 of the Delaware Act relating to limitations on
inter-Series liabilities (and the statutory effect under Section 3804
of setting forth such notice in the certificate of trust) shall become
applicable to the Trust and each Series. Any person extending credit
to, contracting with or having any claim against any Series may look
only to the assets of that Series to satisfy or enforce any debt,
liability, obligation or expense incurred, contracted for or otherwise
existing with respect to that Series. No Shareholder or former
Shareholder of any Series shall have a claim on or any right to any
assets allocated or belonging to any other Series.

NO PREEMPTIVE RIGHTS

Section 2.09. Shareholders shall have no preemptive or other right
to subscribe to any additional Shares or other securities issued by
the Trust or the Trustees, whether of the same or other Series.

PERSONAL LIABILITY OF SHAREHOLDERS

Section 2.10. Each Shareholder of the Trust and of each Series shall
not be personally liable for the debts, liabilities, obligations and
expenses incurred by, contracted for, or otherwise existing with
respect to, the Trust or by or on behalf of any Series. The Trustees
shall have no power to bind any Shareholder personally or to call upon
any Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time
personally agree to pay by way of subscription for any Shares or
otherwise. Every note, bond, contract or other undertaking issued by
or on behalf of the Trust or the Trustees relating to the Trust or to
a Series shall include a recitation limiting the obligation
represented thereby to the Trust or to one or more Series and its or
their assets (but the omission of such a recitation shall not operate
to bind any Shareholder or Trustee of the Trust).

ASSENT TO TRUST INSTRUMENT

Section 2.11. Every Shareholder, by virtue of having purchased a
Share shall become a Shareholder and shall be held to have expressly
assented and agreed to be bound by the terms hereof.

ARTICLE III
THE TRUSTEES
MANAGEMENT OF THE TRUST

Section 3.01. The Trustees shall have exclusive and absolute control
over the Trust Property and over the business of the Trust to the same
extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, but with such powers of delegation as
may be permitted by this Trust Instrument. The Trustees shall have
power to conduct the business of the Trust and carry on its operations
in any and all of its branches and maintain offices both within and
without the State of Delaware, in any and all states of the United
States of America, in the District of Columbia, in any and all
commonwealths, territories, dependencies, colonies, or possessions of
the United States of America, and in any foreign jurisdiction and to
do all such other things and execute all such instruments as they deem
necessary, proper or desirable in order to promote the interests of
the Trust although such things are not herein specifically mentioned.
Any determination as to what is in the interests of the Trust made by
the Trustees in good faith shall be conclusive. In construing the
provisions of this Trust Instrument, the presumption shall be in favor
of a grant of power to the Trustees.

The enumeration of any specific power in this Trust Instrument shall
not be construed as limiting the aforesaid power. The powers of the
Trustees may be exercised without order of or resort to any court.

Except for the Trustees named herein or appointed to fill vacancies
pursuant to Section 3.04 of this Article III, the Trustees shall be
elected by the Shareholders owning of record a plurality of the Shares
voting at a meeting of Shareholders. Such a meeting shall be held on
a date fixed by the Trustees. In the event that less than a majority
of the Trustees holding office have been elected by Shareholders, the
Trustees then in office will call a Shareholders' meeting for the
election of Trustees.

INITIAL TRUSTEES

Section 3.02. The initial Trustees shall be the persons named
herein. On a date fixed by the Trustees, the Shareholders shall elect
at least three but not more than twelve Trustees, as specified by the
Trustees pursuant to Section 3.06 of this Article III.

TERM OF OFFICE OF TRUSTEES

Section 3.03. The Trustees shall hold office during the lifetime of
this Trust, and until its termination as herein provided; except (a)
that any Trustee may resign his trust by written instrument signed by
him and delivered to the other Trustees, which shall take effect upon
such delivery or upon such later date as is specified therein; (b)
that any Trustee may be removed at any time by written instrument,
signed by at least two-thirds of the number of Trustees prior to such
removal, specifying the date when such removal shall become effective;
(c) that any Trustee who requests in writing to be retired or who has
died, become physically or mentally incapacitated by reason of disease
or otherwise, or is otherwise unable to serve, may be retired by
written instrument signed by a majority of the other Trustees,
specifying the date of his retirement; and (d) that a Trustee may be
removed at any meeting of the Shareholders of the Trust by a vote of
Shareholders owning at least two-thirds of the outstanding Shares.

VACANCIES AND APPOINTMENT OF TRUSTEES

Section 3.04. In case of the declination to serve, death,
resignation, retirement, removal, physical or mental incapacity by
reason of disease or otherwise, or a Trustee is otherwise unable to
serve, or an increase in the number of Trustees, a vacancy shall
occur. Whenever a vacancy in the Board of Trustees shall occur, until
such vacancy is filled, the other Trustees shall have all the powers
hereunder and the certificate of the other Trustees of such vacancy
shall be conclusive. In the case of an existing vacancy, the
remaining Trustees shall fill such vacancy by appointing such other
person as they in their discretion shall see fit consistent with the
limitations under the 1940 Act. Such appointment shall be evidenced
by a written instrument signed by a majority of the Trustees in office
or by resolution of the Trustees, duly adopted, which shall be
recorded in the minutes of a meeting of the Trustees, whereupon the
appointment shall take effect.

An appointment of a Trustee may be made by the Trustees then in office
in anticipation of a vacancy to occur by reason of retirement,
resignation or increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at or
after the effective date of said retirement, resignation or increase
in number of Trustees. As soon as any Trustee appointed pursuant to
this Section 3.04 shall have accepted this trust, or at such date as
may be specified in the acceptance whenever made, the trust estate
shall vest in the new Trustee or Trustees, together with the
continuing Trustees, without any further act or conveyance, and he
shall be deemed a Trustee hereunder. The power to appoint a Trustee
pursuant to this Section 3.04 is subject to the provisions of Section
16(a) of the 1940 Act.

TEMPORARY ABSENCE OF TRUSTEE

Section 3.05. Any Trustee may, by power of attorney, delegate his
power for a period not exceeding six months at any one time to any
other Trustee or Trustees, provided that in no case shall less than
two Trustees personally exercise the other powers hereunder except as
herein otherwise expressly provided.

NUMBER OF TRUSTEES

Section 3.06. The number of Trustees shall be at least three, and
thereafter shall be such number as shall be fixed from time to time by
a majority of the Trustees, provided, however, that the number of
Trustees shall in no event be more than twelve (12).

EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE

Section 3.07. The declination to serve, death, resignation,
retirement, removal, incapacity, or inability of the Trustees, or any
one of them, shall not operate to terminate the Trust or to revoke any
existing agency created pursuant to the terms of this Trust
Instrument.

OWNERSHIP OF ASSETS OF THE TRUST

Section 3.08. The assets of the Trust and of each Series shall be
held separate and apart from any assets now or hereafter held in any
capacity other than as Trustee hereunder by the Trustees or any
successor Trustees. Legal title in all of the assets of the Trust and
the right to conduct any business shall at all times be considered as
vested in the Trustees on behalf of the Trust, except that the
Trustees may cause legal title to any Trust Property to be held by, or
in the name of the Trust, or in the name of any person as nominee. No
Shareholder shall be deemed to have a severable ownership in any
individual asset of the Trust or of any Series or any right of
partition or possession thereof, but each Shareholder shall have,
except as otherwise provided for herein, a proportionate undivided
beneficial interest in the Trust or Series. The Shares shall be
personal property giving only the rights specifically set forth in
this Trust Instrument.

ARTICLE IV
POWERS OF THE TRUSTEES
POWERS

Section 4.01. The Trustees in all instances shall act as principals,
and are and shall be free from the control of the Shareholders. The
Trustees shall have full power and authority to do any and all acts
and to make and execute any and all contracts and instruments that
they may consider necessary or appropriate in connection with the
management of the Trust. The Trustees shall not in any way be bound
or limited by present or future laws or customs in regard to trust
investments, but shall have full authority and power to make any and
all investments which they, in their sole discretion, shall deem
proper to accomplish the purpose of this Trust without recourse to any
court or other authority. Subject to any applicable limitation in
this Trust Instrument or the Bylaws of the Trust, the Trustees shall
have power and authority:

(a) To invest and reinvest cash and other property, and to hold cash
or other property uninvested, without in any event being bound or
limited by any present or future law or custom in regard to
investments by trustees, and to sell, exchange, lend, pledge,
mortgage, hypothecate, write options on and lease any or all of the
assets of the Trust;

(b) To operate as and carry on the business of an investment company,
and exercise all the powers necessary and appropriate to the conduct
of such operations;

(c) To borrow money and in this connection issue notes or other
evidence of indebtedness; to secure borrowings by mortgaging, pledging
or otherwise subjecting as security the Trust Property; to endorse,
guarantee, or undertake the performance of an obligation or engagement
of any other Person and to lend Trust Property;

(d) To provide for the distribution of interests of the Trust either
through a principal underwriter in the manner hereinafter provided for
or by the Trust itself, or both, or otherwise pursuant to a plan of
distribution of any kind;

(e) To adopt Bylaws not inconsistent with this Trust Instrument
providing for the conduct of the business of the Trust and to amend
and repeal them to the extent that they do not reserve that right to
the Shareholders; such Bylaws shall be deemed incorporated and
included in this Trust Instrument;

(f) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate;

(g) To employ one or more banks, trust companies or companies that
are members of a national securities exchange or such other entities
as the Commission may permit as custodians of any assets of the Trust
subject to any conditions set forth in this Trust Instrument or in the
Bylaws;

(h) To retain one or more transfer agents and shareholder servicing
agents, or both;

(i) To set record dates in the manner provided herein or in the
Bylaws;

(j) To delegate such authority as they consider desirable to any
officers of the Trust and to any investment adviser, manager,
custodian, underwriter or other agent or independent contractor;

(k) To sell or exchange any or all of the assets of the Trust,
subject to the provisions of Article XI, Section 11.04(b) hereof;

(l) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons such power and
discretion with relation to securities or property as the Trustees
shall deem proper;

(m) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;

(n) To hold any security or property in a form not indicating any
trust, whether in bearer, book entry, unregistered or other negotiable
form; or either in the name of the Trust or in the name of a custodian
or a nominee or nominees, subject in either case to proper safeguards
according to the usual practice of Delaware business trusts or
investment companies;

(o) To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes in
accordance with the provisions of Article II hereof and to establish
classes of such Series having relative rights, powers and duties as
they may provide consistent with applicable law;

(p) Subject to the provisions of Section 3804 of the Delaware Act, to
allocate assets, liabilities and expenses of the Trust to a particular
Series or class thereof or to apportion the same between or among two
or more Series or classes thereof, provided that any liabilities or
expenses incurred by a particular Series or class thereof shall be
payable solely out of the assets belonging to that Series as provided
for in Article II hereof;

(q) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of
which is held in the Trust; to consent to any contract, lease,
mortgage, purchase, or sale of property by such corporation or
concern, and to pay calls or subscriptions with respect to any
security held in the Trust;

(r) To compromise, arbitrate, or otherwise adjust claims in favor of
or against the Trust or any matter in controversy including, but not
limited to, claims for taxes;

(s) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided;

(t) To establish, from time to time, a minimum investment for
Shareholders in the Trust or in one or more Series or class, and to
require the redemption of the Shares of any Shareholders whose
investment is less than such minimum upon giving notice to such
Shareholder;

(u) To establish one or more committees, to delegate any of the
powers of the Trustees to said committees and to adopt a committee
charter providing for such responsibilities, membership (including
Trustees, officers or other agents of the Trust therein) and any other
characteristics of said committees as the Trustees may deem proper.
Notwithstanding the provisions of this Article IV, and in addition to
such provisions or any other provision of this Trust Instrument or of
the Bylaws, the Trustees may by resolution appoint a committee
consisting of less than the whole number of Trustees then in office,
which committee may be empowered to act for and bind the Trustees and
the Trust, as if the acts of such committee were the acts of all the
Trustees then in office, with respect to the institution, prosecution,
dismissal, settlement, review or investigation of any action, suit or
proceeding which shall be pending or threatened to be brought before
any court, administrative agency or other adjudicatory body;

(v) To interpret the investment policies, practices or limitations of
any Series;

(w) Notwithstanding any other provision hereof, to invest all or a
portion of the assets of any series in one or more open-end investment
companies, including investment by means of a transfer of such assets
in an exchange for an interest or interests in such investment company
or companies or by any other method approved by the Trustees;

(x) To establish a registered office and have a registered agent in
the state of Delaware; and

(y) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the
attainment of any object or the furtherance of any power hereinbefore
set forth, either alone or in association with others, and to do every
other act or thing incidental or appurtenant to or growing out of or
connected with the aforesaid business or purposes, objects or powers.

The foregoing clauses shall be construed both as objects and powers,
and the foregoing enumeration of specific powers shall not be held to
limit or restrict in any manner the general powers of the Trustees.
Any action by one or more of the Trustees in their capacity as such
hereunder shall be deemed an action on behalf of the Trust or the
applicable Series, and not an action in an individual capacity.

The Trustees shall not be limited to investing in obligations
maturing before the possible termination of the Trust.

No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see
to the application of any payments made or property transferred to the
Trustees or upon their order.

ISSUANCE AND REPURCHASE OF SHARES

Section 4.02. The Trustees shall have the power to issue, sell,
repurchase, redeem, retire, cancel, acquire, hold, resell, reissue,
dispose of, and otherwise deal in Shares and, subject to the
provisions set forth in Article II and Article IX, to apply to any
such repurchase, redemption, retirement, cancellation or acquisition
of Shares any funds or property of the Trust, or the particular Series
of the Trust, with respect to which such Shares are issued.

TRUSTEES AND OFFICERS AS SHAREHOLDERS

Section 4.03. Any Trustee, officer or other agent of the Trust may
acquire, own and dispose of Shares to the same extent as if he were
not a Trustee, officer or agent; and the Trustees may issue and sell
or cause to be issued and sold Shares to and buy such Shares from any
such person or any firm or company in which he is interested, subject
only to the general limitations herein contained as to the sale and
purchase of such Shares; and all subject to any restrictions which may
be contained in the Bylaws.

ACTION BY THE TRUSTEES

Section 4.04. The Trustees shall act by majority vote at a meeting
duly called or by unanimous written consent without a meeting or by
telephone meeting provided a quorum of Trustees participate in any
such telephone meeting, unless the 1940 Act requires that a particular
action be taken only at a meeting at which the Trustees are present in
person. At any meeting of the Trustees, a majority of the Trustees
shall constitute a quorum. Meetings of the Trustees may be called
orally or in writing by the Chairman of the Board of Trustees or by
any two other Trustees. Notice of the time, date and place of all
meetings of the Trustees shall be given by the party calling the
meeting to each Trustee by telephone, telefax, or telegram sent to his
home or business address at least twenty-four hours in advance of the
meeting or by written notice mailed to his home or business address at
least seventy-two hours in advance of the meeting. Notice need not be
given to any Trustee who attends the meeting without objecting to the
lack of notice or who executes a written waiver of notice with respect
to the meeting. Any meeting conducted by telephone shall be deemed to
take place at the principal office of the Trust, as determined by the
Bylaws or by the Trustees. Subject to the requirements of the 1940
Act, the Trustees by majority vote may delegate to any one or more of
their number their authority to approve particular matters or take
particular actions on behalf of the Trust. Written consents or
waivers of the Trustees may be executed in one or more counterparts.
Execution of a written consent or waiver and delivery thereof to the
Trust may be accomplished by telefax.

CHAIRMAN OF THE TRUSTEES

Section 4.05. The Trustees shall appoint one of their number to be
Chairman of the Board of Trustees. The Chairman shall preside at all
meetings of the Trustees, shall be responsible for the execution of
policies established by the Trustees and the administration of the
Trust, and may be (but is not required to be) the chief executive,
financial and/or accounting officer of the Trust.

PRINCIPAL TRANSACTIONS

Section 4.06. Except to the extent prohibited by applicable law, the
Trustees may, on behalf of the Trust, buy any securities from or sell
any securities to, or lend any assets of the Trust to, any Trustee or
officer of the Trust or any firm of which any such Trustee or officer
is a member acting as principal, or have any such dealings with any
investment adviser, distributor or transfer agent for the Trust or
with any Interested Person of such person; and the Trust may employ
any such person, or firm or company in which such person is an
Interested Person, as broker, legal counsel, registrar, investment
adviser, distributor, transfer agent, dividend disbursing agent,
custodian or in any other capacity upon customary terms.

ARTICLE V
EXPENSES OF THE TRUST
TRUSTEE REIMBURSEMENT

Section 5.01. Subject to the provisions of Article II, Section 2.08
hereof, the Trustees shall be reimbursed from the Trust estate or the
assets belonging to the appropriate Series for their expenses and
disbursements, including, without limitation, fees and expenses of
Trustees who are not Interested Persons of the Trust, interest
expense, taxes, fees and commissions of every kind, expenses of
pricing Trust portfolio securities, expenses of issue, repurchase and
redemption of shares, including expenses attributable to a program of
periodic repurchases or redemptions, expenses of registering and
qualifying the Trust and its Shares under Federal and State laws and
regulations or under the laws of any foreign jurisdiction, charges of
third parties, including investment advisers, managers, custodians,
transfer agents, portfolio accounting and/or pricing agents, and
registrars, expenses of preparing and setting up in type prospectuses
and statements of additional information and other related Trust
documents, expenses of printing and distributing prospectuses sent to
existing Shareholders, auditing and legal expenses, reports to
Shareholders, expenses of meetings of Shareholders and proxy
solicitations therefor, insurance expenses, association membership
dues and for such non-recurring items as may arise, including
litigation to which the Trust (or a Trustee acting as such) is a
party, and for all losses and liabilities by them incurred in
administering the Trust, and for the payment of such expenses,
disbursements, losses and liabilities the Trustees shall have a lien
on the assets belonging to the appropriate Series, or in the case of
an expense allocable to more than one Series, on the assets of each
such Series, prior to any rights or interests of the Shareholders
thereto. This section shall not preclude the Trust from directly
paying any of the aforementioned fees and expenses.

ARTICLE VI
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND TRANSFER AGENT
INVESTMENT ADVISER

Section 6.01. The Trustees may in their discretion, from time to
time, enter into an investment advisory or management contract or
contracts with respect to the Trust or any Series whereby the other
party or parties to such contract or contracts shall undertake to
furnish the Trustees with such management, investment advisory,
statistical and research facilities and services and such other
facilities and services, if any, and all upon such terms and
conditions, as the Trustees may in their discretion determine;
provided, however, that the initial approval and entering into of such
contract or contracts shall be subject to a Majority Shareholder Vote.
Notwithstanding any other provision of this Trust Instrument, the
Trustees may authorize any investment adviser (subject to such general
or specific instructions as the Trustees may from time to time adopt)
to effect purchases, sales or exchanges of portfolio securities, other
investment instruments of the Trust, or other Trust Property on behalf
of the Trustees, or may authorize any officer, agent, or Trustee to
effect such purchases, sales or exchanges pursuant to recommendations
of the investment adviser (and all without further action by the
Trustees). Any such purchases, sales and exchanges shall be deemed to
have been authorized by all of the Trustees.

The Trustees may authorize, subject to applicable requirements of the
1940 Act, including those relating to Shareholder approval, the
investment adviser to employ, from time to time, one or more
sub-advisers to perform such of the acts and services of the
investment adviser, and upon such terms and conditions, as may be
agreed upon between the investment adviser and sub-adviser. Any
reference in this Trust Instrument to the investment adviser shall be
deemed to include such sub-advisers, unless the context otherwise
requires.

PRINCIPAL UNDERWRITER

Section 6.02. The Trustees may in their discretion from time to time
enter into an exclusive or non-exclusive underwriting contract or
contracts providing for the sale of Shares, whereby the Trust may
either agree to sell Shares to the other party to the contract or
appoint such other party its sales agent for such Shares. In either
case, the contract shall be on such terms and conditions, if any, as
may be prescribed in the Bylaws, and such further terms and conditions
as the Trustees may in their discretion determine not inconsistent
with the provisions of this Article VI, or of the Bylaws; and such
contract may also provide for the repurchase or sale of Shares by such
other party as principal or as agent of the Trust.

TRANSFER AGENT

Section 6.03. The Trustees may in their discretion from time to time
enter into one or more transfer agency and Shareholder service
contracts whereby the other party or parties shall undertake to
furnish the Trustees with transfer agency and Shareholder services.
The contract or contracts shall be on such terms and conditions as the
Trustees may in their discretion determine not inconsistent with the
provisions of this Trust Instrument or of the Bylaws.

PARTIES TO CONTRACT

Section 6.04. Any contract of the character described in Sections
6.01, 6.02 and 6.03 of this Article VI or any contract of the
character described in Article VIII hereof may be entered into with
any corporation, firm, partnership, trust or association, although one
or more of the Trustees or officers of the Trust may be an officer,
director, trustee, shareholder, or member of such other party to the
contract, and no such contract shall be invalidated or rendered void
or voidable by reason of the existence of any relationship, nor shall
any person holding such relationship be disqualified from voting on or
executing the same in his capacity as Shareholder and/or Trustee, nor
shall any person holding such relationship be liable merely by reason
of such relationship for any loss or expense to the Trust under or by
reason of said contract or accountable for any profit realized
directly or indirectly therefrom, provided that the contract when
entered into was not inconsistent with the provisions of this Article
VI or Article VIII hereof or of the Bylaws. The same person
(including a firm, corporation, partnership, trust, or association)
may be the other party to contracts entered into pursuant to Sections
6.01, 6.02 and 6.03 of this Article VI or pursuant to Article VIII
hereof, and any individual may be financially interested or otherwise
affiliated with persons who are parties to any or all of the contracts
mentioned in this Section 6.04.

PROVISIONS AND AMENDMENTS

Section 6.05. Any contract entered into pursuant to Sections 6.01 or
6.02 of this Article VI shall be consistent with and subject to the
requirements of Section 15 of the 1940 Act or other applicable Act of
Congress hereafter enacted with respect to its continuance in effect,
its termination, and the method of authorization and approval of such
contract or renewal thereof, and no amendment to any contract, entered
into pursuant to Section 6.01 of this Article VI shall be effective
unless assented to in a manner consistent with the requirements of
said Section 15, as modified by any applicable rule, regulation or
order of the Commission.

ARTICLE VII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS

Section 7.01. The Shareholders shall have power to vote only (i) for
the election of Trustees as provided in Article III, Sections 3.01 and
3.02 hereof, (ii) for the removal of Trustees as provided in Article
III, Section 3.03(d) hereof, (iii) with respect to any investment
advisory or management contract as provided in Article VI, Sections
6.01 and 6.05 hereof, and (iv) with respect to such additional matters
relating to the Trust as may be required by law, by this Trust
Instrument, or the Bylaws or any registration of the Trust with the
Commission or any State, or as the Trustees may consider desirable.

On any matter submitted to a vote of the Shareholders, all Shares
shall be voted separately by individual Series, except (i) when
required by the 1940 Act, Shares shall be voted in the aggregate and
not by individual Series; and (ii) when the Trustees have determined
that the matter affects the interests of more than one Series, then
the Shareholders of all such Series shall be entitled to vote thereon.
The Trustees may also determine that a matter affects only the
interests of one or more classes of a Series, in which case any such
matter shall be voted on by such class or classes. A shareholder of
each Series shall be entitled to one vote for each dollar of net asset
value (number of shares owned times net asset value per share) of such
Series on any matter on which such shareholder is entitled to vote and
each fractional dollar amount shall be entitled to a proportionate
fractional vote. There shall be no cumulative voting in the election
of Trustees. Shares may be voted in person or by proxy or in any
manner provided for in the Bylaws. A proxy may be given in writing.
The Bylaws may provide that proxies may also, or may instead, be given
by any electronic or telecommunications device or in any other manner.
Notwithstanding anything else herein or in the Bylaws, in the event a
proposal by anyone other than the officers or Trustees of the Trust is
submitted to a vote of the Shareholders of one or more Series or of
the Trust, or in the event of any proxy contest or proxy solicitation
or proposal in opposition to any proposal by the officers or Trustees
of the Trust, Shares may be voted only in person or by written proxy.
Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by law,
this Trust Instrument or any of the Bylaws of the Trust to be taken by
Shareholders.

MEETINGS

Section 7.02. The first Shareholders' meeting shall be held in order
to elect Trustees as specified in Section 3.02 of Article III hereof
at the principal office of the Trust or such other place as the
Trustees may designate. Meetings may be held within or without the
State of Delaware. Special meetings of the Shareholders of any Series
may be called by the Trustees and shall be called by the Trustees upon
the written request of Shareholders owning at least one-tenth of the
Outstanding Shares entitled to vote. Whenever ten or more
Shareholders meeting the qualifications set forth in Section 16(c) of
the 1940 Act, as the same may be amended from time to time, seek the
opportunity of furnishing materials to the other Shareholders with a
view to obtaining signatures on such a request for a meeting, the
Trustees shall comply with the provisions of said Section 16(c) with
respect to providing such Shareholders access to the list of the
Shareholders of record of the Trust or the mailing of such materials
to such Shareholders of record, subject to any rights provided to the
Trust or any Trustees provided by said Section 16(c). Shareholders
shall be entitled to at least fifteen (15) days' notice of any
meeting.

QUORUM AND REQUIRED VOTE

Section 7.03. One-third of Shares entitled to vote in person or by
proxy shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or of
this Trust Instrument permits or requires that holders of any Series
shall vote as a Series (or that holders of a class shall vote as a
class), then one-third of the aggregate number of Shares of that
Series (or that class) entitled to vote shall be necessary to
constitute a quorum for the transaction of business by that Series (or
that class). Any lesser number shall be sufficient for adjournments.
Any adjourned session or sessions may be held, within a reasonable
time after the date set for the original meeting, without the
necessity of further notice. Except when a larger vote is required by
law or by any provision of this Trust Instrument or the Bylaws, a
majority of the Shares voted in person or by proxy shall decide any
questions and a plurality shall elect a Trustee, provided that where
any provision of law or of this Trust Instrument permits or requires
that the holders of any Series shall vote as a Series (or that the
holders of any class shall vote as a class), then a majority of the
Shares present in person or by proxy of that Series or, if required by
law, a Majority Shareholder Vote of that Series (or class), voted on
the matter in person or by proxy shall decide that matter insofar as
that Series (or class) is concerned. Shareholders may act by
unanimous written consent. Actions taken by Series (or class) may be
consented to unanimously in writing by Shareholders of that Series.

DERIVATIVE ACTIONS

Section 7.04. Except as otherwise provided in Section 3816 of the
Delaware Act, all matters relating to the bringing of derivative
actions in the right of the Trust shall be governed by the General
Corporation Law of the State of Delaware relating to derivative
actions, and judicial interpretations thereunder, as if the Trust were
a Delaware corporation and the Shareholders were shareholders of a
Delaware corporation.

ARTICLE VIII
CUSTODIAN
APPOINTMENT AND DUTIES

Section 8.01. The Trustees shall at all times employ a bank, a
company that is a member of a national securities exchange, or a trust
company, each having capital, surplus and undivided profits of at
least two million dollars ($2,000,000) as custodian with authority as
its agent, but subject to such restrictions, limitations and other
requirements, if any, as may be contained in the Bylaws of the Trust:

(1) to hold the securities owned by the Trust and deliver the same
upon written order or oral order confirmed in
writing, or by such electro-mechanical or electronic devices as
are agreed to by the Trust and the custodian, if such procedures
have been authorized in writing by the Trust;

(2) to receive and receipt for any moneys due to the Trust and
deposit the same in its own banking department or else
where as the Trustees may direct;

(3) to disburse such funds upon orders or vouchers;
and the Trust may also employ such custodian as its agent:

(4) to keep the books and accounts of the Trust or of any Series or
class and furnish clerical and accounting services;
and

(5) to compute, if authorized to do so by the Trustees, the Net Asset
Value of any Series, or class thereof, in
accordance with the provisions hereof;

all upon such basis of compensation as may be agreed upon between the
Trustees and the custodian.
The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and
services of the custodian, and upon such terms and conditions, as may
be agreed upon between the custodian and such sub-custodian and
approved by the Trustees, provided that in every case such
sub-custodian shall be a bank, a company that is a member of a
national securities exchange, or a trust company organized under the
laws of the United States or one of the states thereof and having
capital, surplus and undivided profits of at least two million dollars
($2,000,000) or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act.

CENTRAL CERTIFICATE SYSTEM

Section 8.02. Subject to such rules, regulations and orders as the
Commission may adopt, the Trustees may direct the custodian to deposit
all or any part of the securities owned by the Trust in a system for
the central handling of securities established by a national
securities exchange or a national securities association registered
with the Commission under the Securities Exchange Act of 1934, as
amended, or such other person as may be permitted by the Commission,
or otherwise in accordance with the 1940 Act, pursuant to which system
all securities of any particular class or series of any issuer
deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery
of such securities, provided that all such deposits shall be subject
to withdrawal only upon the order of the Trust or its custodians,
subcustodians or other agents.

ARTICLE IX
DISTRIBUTIONS AND REDEMPTIONS
DISTRIBUTIONS
Section 9.01.

(a) The Trustees may from time to time declare and pay dividends or
other distributions with respect to any Series. The amount of such
dividends or distributions and the payment of them and whether they
are in cash or any other Trust Property shall be wholly in the
discretion of the Trustees.

(b) Dividends and other distributions may be paid or made to the
Shareholders of record at the time of declaring a dividend or other
distribution or among the Shareholders of record at such other date or
time or dates or times as the Trustees shall determine, which
dividends or distributions, at the election of the Trustees, may be
paid pursuant to a standing resolution or resolutions adopted only
once or with such frequency as the Trustees may determine. The
Trustees may adopt and offer to Shareholders such dividend
reinvestment plans, cash dividend payout plans or related plans as the
Trustees shall deem appropriate.

(c) Anything in this Trust Instrument to the contrary
notwithstanding, the Trustees may at any time declare and distribute a
dividend of stock or other property pro rata among the Shareholders of
a particular Series, or class thereof, as of the record date of that
Series fixed as provided in Section (b) hereof.

REDEMPTIONS

Section 9.02. In case any holder of record of Shares of a particular
Series desires to dispose of his Shares or any portion thereof, he may
deposit at the office of the transfer agent or other authorized agent
of that Series a written request or such other form of request as the
Trustees may from time to time authorize, requesting that the Series
purchase the Shares in accordance with this Section 9.02; and the
Shareholder so requesting shall be entitled to require the Series to
purchase, and the Series or the principal underwriter of the Series
shall purchase his said Shares, but only at the Net Asset Value
thereof (as described in Section 9.03 of this Article IX). The Series
shall make payment for any such Shares to be redeemed, as aforesaid,
in cash or property from the assets of that Series and payment for
such Shares less any applicable deferred sales charge and/or fees
shall be made by the Series or the principal underwriter of the Series
to the Shareholder of record within seven (7) days after the date upon
which the request is effective. Upon redemption, shares shall become
Treasury shares and may be re-issued from time to time.

DETERMINATION OF NET ASSET VALUE AND VALUATION OF PORTFOLIO ASSETS

Section 9.03. The term "Net Asset Value" of any Series shall mean
that amount by which the assets of that Series exceed its liabilities,
all as determined by or under the direction of the Trustees. Such
value shall be determined separately for each Series and shall be
determined on such days and at such times as the Trustees may
determine. Such determination shall be made with respect to
securities for which market quotations are readily available, at the
market value of such securities; and with respect to other securities
and assets, at the fair value as determined in good faith by the
Trustees; provided, however, that the Trustees, without Shareholder
approval, may alter the method of valuing portfolio securities insofar
as permitted under the 1940 Act and the rules, regulations and
interpretations thereof promulgated or issued by the Commission or
insofar as permitted by any Order of the Commission applicable to the
Series. The Trustees may delegate any of their powers and duties
under this Section 9.03 with respect to valuation of assets and
liabilities. The resulting amount, which shall represent the total
Net Asset Value of the particular Series, shall be divided by the
total number of shares of that Series outstanding at the time and the
quotient so obtained shall be the Net Asset Value per Share of that
Series. At any time, the Trustees may cause the Net Asset Value per
Share last determined to be determined again in similar manner and may
fix the time when such redetermined value shall become effective. If,
for any reason, the net income of any Series, determined at any time,
is a negative amount, the Trustees shall have the power with respect
to that Series (i) to offset each Shareholder's pro rata share of such
negative amount from the accrued dividend account of such Shareholder,
or (ii) to reduce the number of Outstanding Shares of such Series by
reducing the number of Shares in the account of each Shareholder by a
pro rata portion of that number of full and fractional Shares which
represents the amount of such excess negative net income, or (iii) to
cause to be recorded on the books of such Series an asset account in
the amount of such negative net income (provided that the same shall
thereupon become the property of such Series with respect to such
Series and shall not be paid to any Shareholder), which account may be
reduced by the amount, of dividends declared thereafter upon the
Outstanding Shares of such Series on the day such negative net income
is experienced, until such asset account is reduced to zero; (iv) to
combine the methods described in clauses (i) and (ii) and (iii) of
this sentence; or (v) to take any other action they deem appropriate,
in order to cause (or in order to assist in causing) the Net Asset
Value per Share of such Series to remain at a constant amount per
Outstanding Share immediately after each such determination and
declaration. The Trustees shall also have the power not to declare a
dividend out of net income for the purpose of causing the Net Asset
Value per Share to be increased. The Trustees shall not be required
to adopt, but may at any time adopt, discontinue or amend the practice
of maintaining the Net Asset Value per Share of the Series at a
constant amount.

SUSPENSION OF THE RIGHT OF REDEMPTION

Section 9.04. The Trustees may declare a suspension of the right of
redemption or postpone the date of payment as permitted under the 1940
Act. Such suspension shall take effect at such time as the Trustees
shall specify but not later than the close of business on the business
day next following the declaration of suspension, and thereafter there
shall be no right of redemption or payment until the Trustees shall
declare the suspension at an end. In the case of a suspension of the
right of redemption, a Shareholder may either withdraw his request for
redemption or receive payment based on the Net Asset Value per Share
next determined after the termination of the suspension. In the event
that any Series is divided into classes, the provisions of this
Section 9.04, to the extent applicable as determined in the discretion
of the Trustees and consistent with applicable law, may be equally
applied to each such class.

REDEMPTION OF SHARES

Section 9.05. The Trustees may require Shareholders to redeem Shares
for any reason under terms set by the Trustees, including, but not
limited to, (i) the determination of the Trustees that direct or
indirect ownership of Shares of any Series has or may become
concentrated in such Shareholder to an extent that would disqualify
any Series as a regulated investment company under the Internal
Revenue Code of 1986, as amended (or any successor statute thereto),
(ii) the failure of a Shareholder to supply a tax identification
number if required to do so, or (iii) the failure of a Shareholder to
pay when due for the purchase of Shares issued to him. The redemption
shall be effected at the redemption price and in the manner provided
in this Article IX.

The holders of Shares shall upon demand disclose to the Trustees in
writing such information with respect to direct and indirect ownership
of Shares as the Trustees deem necessary to comply with the provisions
of the Internal Revenue Code, or to comply with the requirements of
any other taxing authority.

ARTICLE X
LIMITATION OF LIABILITY AND INDEMNIFICATION
LIMITATION OF LIABILITY

Section 10.01. Neither a Trustee nor an officer of the Trust when
acting in such capacity, shall be personally liable to any person
other than the Trust or a beneficial owner for any act, omission or
obligation of the Trust, any Trustee or any officer of the Trust.
Neither a Trustee nor an officer of the Trust shall be liable for any
act or omission or any conduct whatsoever in his capacity as Trustee
or officer of the Trust, provided that nothing contained herein or in
the Delaware Act shall protect any Trustee or any officer of the Trust
against any liability to the Trust or to Shareholders to which he
would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved
in the conduct of the office of Trustee or Officer hereunder.

INDEMNIFICATION

Section 10.02.

(a) Subject to the exceptions and limitations contained in Section
(b) below:

(i) every Person who is, or has been, a Trustee or officer of the
Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or paid
by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or
incurred by him in the settlement thereof;

(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Covered
Person:

(i) who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his office or (B) not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust; or

(ii) in the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,

(A) by the court or other body approving the settlement;

(B) by at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the matter based
upon a review of readily available facts (as opposed to a full
trial-type inquiry); or

(C) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type
inquiry);

provided, however, that any Shareholder may, by appropriate legal
proceedings, challenge any such determination by the Trustees or by
independent counsel.

(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall
not be exclusive of or affect any other rights to which any Covered
Person may now or hereafter be entitled, shall continue as to a person
who has ceased to be a Covered Person and shall inure to the benefit
of the heirs, executors and administrators of such a person. Nothing
contained herein shall affect any rights to indemnification to which
Trust personnel, other than Covered Persons, and other persons may be
entitled by contract or otherwise under law.

(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character
described in paragraph (a) of this Section 10.02 may be paid by the
Trust or Series from time to time prior to final disposition thereof
upon receipt of an undertaking by or on behalf of such Covered Person
that such amount will be paid over by him to the Trust or Series if it
is ultimately determined that he is not entitled to indemnification
under this Section 10.02; provided, however, that either (a) such
Covered Person shall have provided appropriate security for such
undertaking, (b) the Trust is insured against losses arising out of
any such advance payments or (c) either a majority of the Trustees who
are neither Interested Persons of the Trust nor parties to the matter,
or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed
to a trial-type inquiry or full investigation), that there is reason
to believe that such Covered Person will be found entitled to
indemnification under this Section 10.02.

SHAREHOLDERS

Section 10.03. In case any Shareholder or former Shareholder of any
Series shall be held to be personally liable solely by reason of his
being or having been a Shareholder of such Series and not because of
his acts or omissions or for some other reason, the Shareholder or
former Shareholder (or his heirs, executors, administrators or other
legal representatives, or, in the case of a corporation or other
entity, its corporate or other general successor) shall be entitled
out of the assets belonging to the applicable Series to be held
harmless from and indemnified against all loss and expense arising
from such liability. The Trust, on behalf of the affected Series,
shall, upon request by the Shareholder, assume the defense of any
claim made against the Shareholder for any act or obligation of the
Series and satisfy any judgment thereon from the assets of the Series.

ARTICLE XI
MISCELLANEOUS
TRUST NOT A PARTNERSHIP

Section 11.01. It is the intention of the Trustees to create a
business trust pursuant to the Delaware Act. It is not the intention
of the Trustees to create a general partnership, limited partnership,
joint stock association, corporation, bailment, or any form of legal
relationship other than a business trust pursuant to the Delaware Act.
No Trustee hereunder shall have any power to bind personally either
the Trust's officers or any Shareholder. All persons extending credit
to, contracting with or having any claim against the Trust or the
Trustees shall look only to the assets of the appropriate Series or
(if the Trustees shall have yet to have established Series) of the
Trust for payment under such credit, contract or claim; and neither
the Shareholders nor the Trustees, nor any of their agents, whether
past, present or future, shall be personally liable therefor. Nothing
in this Trust Instrument shall protect a Trustee against any liability
to which the Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee hereunder.

TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY

Section 11.02. The exercise by the Trustees or the officers of the
Trust of their powers and discretions hereunder in good faith and with
reasonable care under the circumstances then prevailing shall be
binding upon everyone interested. Subject to the provisions of
Article X hereof and to Section 11.01 of this Article XI, the Trustees
or the officers of the Trust shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees and the officers of
the Trust may take advice of counsel or other experts with respect to
the meaning and operation of this Trust Instrument, and subject to the
provisions of Article X hereof and Section 11.01 of this Article XI,
shall be under no liability for any act or omission in accordance with
such advice or for failing to follow such advice. The Trustees and
the officers of the Trust shall not be required to give any bond as
such, nor any surety if a bond is obtained.

ESTABLISHMENT OF RECORD DATES

Section 11.03. The Trustees may close the Share transfer books of
the Trust for a period not exceeding sixty (60) days preceding the
date of any meeting of Shareholders, or the date for the payment of
any dividends or other distributions, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
Shares shall go into effect; or in lieu of closing the stock transfer
books as aforesaid, the Trustees may fix in advance a date, not
exceeding sixty (60) days preceding the date of any meeting of
Shareholders, or the date for payment of any dividend or other
distribution, or the date for the allotment of rights, or the date
when any change or conversion or exchange of Shares shall go into
effect, as a record date for the determination of the Shareholders
entitled to notice of, and to vote at, any such meeting, or entitled
to receive payment of any such dividend or other distribution, or to
any such allotment of rights, or to exercise the rights in respect of
any such change, conversion or exchange of Shares, and in such case
such Shareholders and only such Shareholders as shall be Shareholders
of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting, or to receive payment of such dividend
or other distribution, or to receive such allotment or rights, or to
exercise such rights, as the case may be, notwithstanding any transfer
of any Shares on the books of the Trust after any such record date
fixed as aforesaid.

TERMINATION OF TRUST

Section 11.04.

(a) This Trust shall continue without limitation of time but subject
to the provisions of sub-section (b) of this Section 11.04.

(b) The Trustees may, subject to a Majority Shareholder Vote of each
Series affected by the matter or, if applicable, to a Majority
Shareholder Vote of the Trust, and subject to a vote of a majority of
the Trustees,

(i) sell and convey all or substantially all of the assets of the
Trust or any affected Series to another trust, partnership,
association or corporation, or to a separate series of shares thereof,
organized under the laws of any state which trust, partnership,
association or corporation is an open-end management investment
company as defined in the 1940 Act, or is a series thereof, for
adequate consideration which may include the assumption of all
outstanding obligations, taxes and other liabilities, accrued or
contingent, of the Trust or any affected Series, and which may include
shares of beneficial interest, stock or other ownership interests of
such trust, partnership, association or corporation or of a series
thereof; or

(ii) at any time sell and convert into money all of the assets of the
Trust or any affected Series.

Upon making reasonable provision, in the determination of the
Trustees, for the payment of all such liabilities in either (i) or
(ii), by such assumption or otherwise, the Trustees shall distribute
the remaining proceeds or assets (as the case may be) of each Series
(or class) ratably among the holders of Shares of that Series then
outstanding.

(c) Upon completion of the distribution of the remaining proceeds or
the remaining assets as provided in sub-section (b), the Trust or any
affected Series shall terminate and the Trustees and the Trust shall
be discharged of any and all further liabilities and duties hereunder
and the right, title and interest of all parties with respect to the
Trust or Series shall be cancelled and discharged.

Upon termination of the Trust, following completion of winding up of
its business, the Trustees shall cause a certificate of cancellation
of the Trust's certificate of trust to be filed in accordance with the
Delaware Act, which certificate of cancellation may be signed by any
one Trustee.

MERGERS

Section 11.05. (a) Notwithstanding anything else herein, the
Trustees, in order to change the form of organization of the Trust,
may, without prior Shareholder approval, (i) cause the Trust to merge
or consolidate with or into one or more trusts, partnerships (general
or limited), associations, limited liability companies or corporations
so long as the surviving or resulting entity is an open-end management
investment company under the 1940 Act, or is a Series thereof, that
will succeed to or assume the Trust's registration under that Act and
which is formed, organized or existing under the laws of a state,
commonwealth, possession or colony of the United States or (ii) cause
the Trust to incorporate under the laws of Delaware.

(b) The Trustees may, subject to a Majority Shareholder Vote of the
Trust, and subject to a vote of a majority of the Trustees, cause the
Trust to merge or consolidate with or into one or more trusts,
partnerships (general or limited), associations, limited liability
companies or corporations.

(c) Any agreement of merger or consolidation or certificate of merger
or consolidation may be signed by a majority of Trustees and facsimile
signatures conveyed by electronic or telecommunication means shall be
valid.

(d) Pursuant to and in accordance with the provisions of Section
3815(f) of the Delaware Act, and notwithstanding anything to the
contrary contained in this Trust Instrument, an agreement of merger or
consolidation approved by the Trustees in accordance with paragraphs
(a) or (b) of this Section 11.05 may effect any amendment to the Trust
Instrument or effect the adoption of a new trust instrument of the
Trust if it is the surviving or resulting trust in the merger or
consolidation.

FILING OF COPIES, REFERENCES, HEADINGS

Section 11.06. The original or a copy of this Trust Instrument and
of each amendment hereof or Trust Instrument supplemental hereto shall
be kept at the office of the Trust where it may be inspected by any
Shareholder. A supplemental trust instrument executed by any one
Trustee may be relied upon as a Supplement hereof. Anyone dealing
with the Trust may rely on a certificate by an officer or Trustee of
the Trust as to whether or not any such amendments or supplements have
been made and as to any matters in connection with the Trust
hereunder, and with the same effect as if it were the original, may
rely on a copy certified by an officer or Trustee of the Trust to be a
copy of this Trust Instrument or of any such amendment or supplemental
Trust Instrument. In this Trust Instrument or in any such amendment
or supplemental Trust Instrument, references to this Trust Instrument,
and all expressions like "herein," "hereof" and "hereunder," shall be
deemed to refer to this Trust Instrument as amended or affected by any
such supplemental Trust Instrument. All expressions like "his", "he"
and "him", shall be deemed to include the feminine and neuter, as well
as masculine, genders. Headings are placed herein for convenience of
reference only and in case of any conflict, the text of this Trust
Instrument, rather than the headings, shall control. This Trust
Instrument may be executed in any number of counterparts each of which
shall be deemed an original.

APPLICABLE LAW

Section 11.07. The trust set forth in this instrument is made in the
State of Delaware, and the Trust and this Trust Instrument, and the
rights and obligations of the Trustees and Shareholders hereunder, are
to be governed by and construed and administered according to the
Delaware Act and the laws of said State; provided, however, that there
shall not be applicable to the Trust, the Trustees or this Trust
Instrument (a) the provisions of Section 3540 of Title 12 of the
Delaware Code or (b) any provisions of the laws (statutory or common)
of the State of Delaware (other than the Delaware Act) pertaining to
trusts which relate to or regulate (i) the filing with any court or
governmental body or agency of trustee accounts or schedules of
trustee fees and charges, (ii) affirmative requirements to post bonds
for trustees, officers, agents or employees of a trust, (iii) the
necessity for obtaining court or other governmental approval
concerning the acquisition, holding or disposition of real or personal
property, (iv) fees or other sums payable to trustees, officers,
agents or employees of a trust, (v) the allocation of receipts and
expenditures to income or principal, (vi) restrictions or limitations
on the permissible nature, amount or concentration of trust
investments or requirements relating to the titling, storage or other
manner of holding of trust assets, or (vii) the establishment of
fiduciary or other standards or responsibilities or limitations on the
acts or powers of trustees, which are inconsistent with the
limitations or liabilities or authorities and powers of the Trustees
set forth or referenced in this Trust Instrument. The Trust shall be
of the type commonly called a "business trust", and without limiting
the provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a trust under Delaware law. The Trust
specifically reserves the right to exercise any of the powers or
privileges afforded to trusts or actions that may be engaged in by
trusts under the Delaware Act, and the absence of a specific reference
herein to any such power, privilege or action shall not imply that the
Trust may not exercise such power or privilege or take such actions.

AMENDMENTS

Section 11.08. Except as specifically provided herein, the Trustees
may, without shareholder vote, amend or otherwise supplement this
Trust Instrument by making an amendment, a Trust Instrument
supplemental hereto or an amended and restated Trust Instrument.
Shareholders shall have the right to vote (i) on any amendment which
would affect their right to vote granted in Section 7.01 of Article
VII hereof, (ii) on any amendment to this Section 11.08, (iii) on any
amendment as may be required by law or by the Trust's registration
statement filed with the Commission and (iv) on any amendment
submitted to them by the Trustees. Any amendment required or
permitted to be submitted to Shareholders which, as the Trustees
determine, shall affect the Shareholders of one or more Series shall
be authorized by vote of the Shareholders of each Series affected and
no vote of shareholders of a Series not affected shall be required.
Notwithstanding anything else herein, any amendment to Article 10
hereof shall not limit the rights to indemnification or insurance
provided therein with respect to action or omission of Covered Persons
prior to such amendment.

FISCAL YEAR

Section 11.09. The fiscal year of the Trust shall end on a specified
date as set forth in the Bylaws, provided, however, that the Trustees
may, without Shareholder approval, change the fiscal year of the
Trust.

USE OF THE WORD "FIDELITY"

Section 11.10. Fidelity Management & Research Company ("FMR") has
consented to, and granted a non-exclusive license for, the use by any
Series or by the Trust of the identifying word "Fidelity" or "Spartan"
in the name of any Series or of the Trust. Such consent is subject to
revocation by FMR in its discretion, if FMR or subsidiary or affiliate
thereof is not employed as the investment adviser of each Series of
the Trust. As between the Trust and FMR, FMR controls the use of the
name of the Trust insofar as such name contains the identifying word
"Fidelity" or "Spartan." FMR may, from time to time, use the
identifying word "Fidelity" or "Spartan" in other connections and for
other purposes, including, without limitation, in the names of other
investment companies, corporations or businesses which it may manage,
advise, sponsor or own or in which it may have a financial interest.
FMR may require the Trust or any Series thereof to cease using the
identifying word "Fidelity" or "Spartan" in the name of the Trust or
any Series thereof if the Trust or any Series thereof ceases to employ
FMR or a subsidiary or affiliate thereof as investment adviser.

PROVISIONS IN CONFLICT WITH LAW

Section 11.11. The provisions of this Trust Instrument are
severable, and if the Trustees shall determine, with the advice of
counsel, that any of such provisions is in conflict with the 1940 Act,
the regulated investment company provisions of the Internal Revenue
Code or with other applicable laws and regulations, the conflicting
provision shall be deemed never to have constituted a part of this
Trust Instrument; provided, however, that such determination shall not
affect any of the remaining provisions of this Trust Instrument or
render invalid or improper any action taken or omitted prior to such
determination. If any provision of this Trust Instrument shall be
held invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provisions in any
other jurisdiction or any other provision of this Trust Instrument in
any jurisdiction.

IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this instrument as of the date set forth above.

[SIGNATURE LINES OMITTED]

Exhibit (d)(4)
SUB-ADVISORY AGREEMENT
between
FMR TEXAS INC.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 13th day of January, 1995, by and between FMR
Texas Inc., a Texas corporation with principal offices at 400 East Las
Colinas Boulevard, Irving, Texas (hereinafter called the
"Sub-Adviser") and Fidelity Management & Research Company, a
Massachusetts corporation with principal offices at 82 Devonshire
Street, Boston, Massachusetts (hereinafter called the "Adviser").

WHEREAS the Adviser has entered into a Management Contract with
Fidelity Phillips Street Trust, a Delaware business trust which may
issue one or more series of shares of beneficial interest (hereinafter
called the "Fund"), on behalf of Fidelity U.S. Government Reserves
(hereinafter called the "Portfolio"), pursuant to which the Adviser is
to act as investment manager and adviser to the Portfolio, and

WHEREAS the Sub-Adviser was formed for the purpose of providing
investment management of money market mutual funds, both taxable and
tax-exempt, advising generally with respect to money market
instruments, and managing or providing advice with respect to cash
management.

NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Adviser and the Sub-Adviser agree
as follows:

1. (a) The Sub-Adviser shall, subject to the supervision of the
Adviser, direct the investments of the Portfolio in accordance with
the investment objective, policies and limitations as provided in the
Portfolio's Prospectus or other governing instruments, as amended from
time to time, the Investment Company Act of l940 and rules thereunder,
as amended from time to time (the "l940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the
use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the
Portfolio; and shall pay the salaries and fees of all personnel of the
Sub-Adviser performing services for the Portfolio relating to
research, statistical and investment activities. The Sub-Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio. The investment policies and all other
actions of the Portfolio are and shall at all times be subject to the
control and direction of the Fund's Board of Trustees.

(b) The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's
Board of Trustees or the Adviser may request from time to time or as
the Sub-Adviser may deem to be desirable. The Sub-Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the
Trustees. The Sub-Adviser shall, subject to review by the Board of
Trustees, furnish such other services as the Sub-Adviser shall from
time to time determine to be necessary or useful to perform its
obligations under this Agreement and which are not otherwise furnished
by the Adviser.

(c) The Sub-Adviser, at its own expense, shall place all orders for
the purchase and sale of portfolio securities for the Portfolio's
account with brokers or dealers selected by the Sub-Adviser, which may
include brokers or dealers affiliated with the Adviser or Sub-Adviser.
The Sub-Adviser shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the
Portfolio and at commission rates which are reasonable in relation to
the benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected
who also provide brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of l934) to
the Portfolio and/or the other accounts over which the Sub-Adviser,
Adviser or their affiliates exercise investment discretion. The
Sub-Adviser is authorized to pay a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting
that transaction if the Sub-Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser and
its affiliates have with respect to accounts over which they exercise
investment discretion. The Trustees of the Fund shall periodically
review the commissions paid by the Portfolio to determine if the
commissions paid over representative periods of time were reasonable
in relation to the benefits to the Portfolio.

2. The Sub-Adviser will be compensated by the Adviser on the
following basis for the services to be furnished hereunder: the
Adviser agrees to pay the Sub-Adviser a monthly fee equal to 50% of
the management fee which the Portfolio is obligated to pay the Adviser
under the Portfolio's Management Contract with the Adviser. Such fee
shall not be reduced to reflect expense reimbursements or fee waivers
by the Adviser, if any, in effect from time to time.

3. It is understood that Trustees, officers of the Fund, and
shareholders of the Portfolio are or may be or become interested in
the Adviser or the Sub-Adviser as directors, officers or otherwise and
that directors, officers and stockholders of the Adviser or the
Sub-Adviser are or may be or become similarly interested in the Fund,
and that the Adviser or the Sub-Adviser may be or become interested in
the Fund as a shareholder or otherwise.

4. It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Sub-Adviser
hereunder or by the Adviser under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are "interested persons" of the
Fund, Sub-Adviser or the Adviser; (iv) legal and audit expenses; (v)
custodian, registrar and transfer agent fees and expenses; (vi) fees
and expenses related to the registration and qualification of the Fund
and the Portfolio's shares for distribution under state and federal
securities laws; (vii) expenses of printing and mailing reports and
notices and proxy material to shareholders of the Portfolio; (viii)
all other expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other
registered investment companies having Management Contracts with the
Adviser, of 50% of insurance premiums for fidelity and other coverage;
(x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of
printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise,
including those relating to actions, suits or proceedings to which the
Portfolio is a party and the legal obligation which the Portfolio may
have to indemnify the Fund's Trustees and officers with respect
thereto.

5. The Services of the Sub-Adviser to the Adviser are not to be
deemed to be exclusive, the Sub-Adviser being free to render services
to others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Sub-Adviser's
ability to meet all of its obligations with respect to rendering
investment advice hereunder. The Sub-Adviser shall for all purposes
be an independent contractor and not an agent or employee of the
Adviser or the Fund. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be
subject to liability to the Adviser, the Fund or to any shareholder of
the Portfolio for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.

6. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 6, this Agreement shall continue in force until May
30, 1995 and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Fund's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Adviser,
the Sub-Adviser and the Portfolio, such consent on the part of the
Portfolio to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 6, the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of
its Board of Trustees or Directors, or by vote of a majority of its
outstanding voting securities. This Agreement shall terminate
automatically in the event of its assignment.

7. The Sub-Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust of the Fund and agrees that any obligations of the Fund or the
Portfolio arising in connection with this Agreement shall be limited
in all cases to the Portfolio and its assets, and the Sub-Adviser
shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio. Nor shall the
Sub-Adviser seek satisfaction of any such obligation from the Trustees
or any individual Trustee.

8. This agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts.

The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested
persons," when used herein, shall have the respective meanings
specified in the Investment Company Act of 1940 as now in effect or as
hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized all as of the date written above.

FMR TEXAS INC.

By /s/ Steven Jonas
Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

By /s/ J. Gary Burkhead
President

Exhibit (e)(2)

GENERAL DISTRIBUTION AGREEMENT
between
FIDELITY PHILLIPS STREET TRUST
and
FIDELITY DISTRIBUTORS CORPORATION

Agreement made this 13th day of January, 1995, between Fidelity
Phillips Street Trust, a Delaware business trust having its principal
place of business in Boston, Massachusetts and which may issue one or
more series of beneficial interest ("Issuer"), with respect to shares
of Fidelity U.S. Government Reserves, a series of the Issuer, and
Fidelity Distributors Corporation, a Massachusetts corporation having
its principal place of business in Boston, Massachusetts
("Distributors").

In consideration of the mutual promises and undertakings herein
contained, the parties agree as follows:

1. Sale of Shares - The Issuer grants to the Distributor the right to
sell shares on behalf of the Issuer during the term of this Agreement
and subject to the registration requirements of the Securities Act of
1933, as amended ("1933 Act"), and of the laws governing the sale of
securities in the various states ("Blue Sky Laws") under the following
terms and conditions: the Distributor (i) shall have the right to
sell, as agent on behalf of the Issuer, shares authorized for issue
and registered under the 1933 Act, and (ii) may sell shares under
offers of exchange, if available, between and among the funds advised
by Fidelity Management & Research Company ("FMR").

2. Sale of Shares by the Issuer - The rights granted to the
Distributor shall be nonexclusive in that the Issuer reserves the
right to sell its shares to investors on applications received and
accepted by the Issuer. Further, the Issuer reserves the right to
issue shares in connection with the merger or consolidation, or
acquisition by the Issuer through purchase or otherwise, with any
other investment company, trust, or personal holding company.

3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its
treasury in the event that in the discretion of the Issuer treasury
shares shall be sold, and shares of the Issuer repurchased for resale.

4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all
shares sold to investors by the Distributor or the Issuer will be sold
at the public offering price. The public offering price for all
accepted subscriptions will be the net asset value per share, as
determined in the manner described in the Issuer's current Prospectus
and/or Statement of Additional Information, plus a sales charge (if
any) described in the Issuer's current Prospectus and/or Statement of
Additional Information. The Issuer shall in all cases receive the net
asset value per share on all sales. If a sales charge is in effect,
the Distributor shall have the right subject to such rules or
regulations of the Securities and Exchange Commission as may then be
in effect pursuant to Section 22 of the Investment Company Act of 1940
to pay a portion of the sales charge to dealers who have sold shares
of the Issuer. If a fee in connection with shareholder redemptions is
in effect, the Issuer shall collect the fee on behalf of Distributors
and, unless otherwise agreed upon by the Issuer and Distributors,
Distributors shall be entitled to receive all of such fees.

5. Suspension of Sales - If and whenever the determination of net
asset value is suspended and until such suspension is terminated, no
further orders for shares shall be processed by the Distributor except
such unconditional orders as may have been placed with the Distributor
before it had knowledge of the suspension. In addition, the Issuer
reserves the right to suspend sales and the Distributor's authority to
process orders for shares on behalf of the Issuer if, in the judgment
of the Issuer, it is in the best interests of the Issuer to do so.
Suspension will continue for such period as may be determined by the
Issuer.

6. Solicitation of Sales - In consideration of these rights granted to
Distributors, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of
the Issuer. This shall not prevent the Distributor from entering into
like arrangements (including arrangements involving the payment of
underwriting commissions) with other issuers. This does not obligate
the Distributor to register as a broker or dealer under the Blue Sky
Laws of any jurisdiction in which it is not now registered or to
maintain its registration in any jurisdiction in which it is now
registered. If a sales charge is in effect, the Distributor shall
have the right to enter into sales agreements with dealers of its
choice for the sale of shares of the Issuer to the public at the
public offering price only and fix in such agreements the portion of
the sales charge which may be retained by dealers, provided that the
Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing
said form of dealer agreement and amendments thereto as an exhibit to
its currently effective Registration Statement under the 1933 Act.

7. Authorized Representations - The Distributor is not authorized by
the Issuer to give any information or to make any representations
other than those contained in the appropriate registration statements
or Prospectuses and Statements of Additional Information filed with
the Securities and Exchange Commission under the 1933 Act (as these
registration statements, Prospectuses and Statements of Additional
Information may be amended from time to time), or contained in
shareholder reports or other material that may be prepared by or on
behalf of the Issuer for the Distributor's use. This shall not be
construed to prevent the Distributor from preparing and distributing
sales literature or other material as it may deem appropriate.

8. Portfolio Securities - Portfolio securities of the Issuer may be
bought or sold by or through the Distributor, and the Distributor may
participate directly or indirectly in brokerage commissions or
"spreads" for transactions in portfolio securities of the Issuer.

9. Registration of Shares - The Issuer agrees that it will take all
action necessary to register shares under the 1933 Act (subject to the
necessary approval of its shareholders) so that there will be
available for sale the number of shares the Distributor may reasonably
be expected to sell. The Issuer shall make available to the
Distributor such number of copies of its currently effective
Prospectus and Statement of Additional Information as the Distributor
may reasonably request. The Issuer shall furnish to the Distributor
copies of all information, financial statements and other papers which
the Distributor may reasonably request for use in connection with the
distribution of shares of the Issuer.

10. Expenses - The Issuer shall pay all fees and expenses (a) in
connection with the preparation, setting in type and filing of any
registration statement, Prospectus and Statement of Additional
Information under the 1933 Act and amendments for the issue of its
shares, (b) in connection with the registration and qualification of
shares for sale in the various states in which the Board of Trustees
of the Issuer shall determine it advisable to qualify such shares for
sale (including registering the Issuer as a broker or dealer or any
officer of the Issuer as agent or salesman in any state), (c) of
preparing, setting in type, printing and mailing any report or other
communication to shareholders of the Issuer in their capacity as such,
and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.

As provided in the Distribution and Service Plan adopted by the
Issuer, it is recognized by the Issuer that FMR may reimburse the
Distributor for any direct expenses incurred in the distribution of
shares of the Issuer from any source available to it, including
advisory and service or management fees paid to it by the Issuer.

11. Indemnification - The Issuer agrees to indemnify and hold harmless
the Distributor and each of its directors and officers and each
person, if any, who controls the Distributor within the meaning of
Section 15 of the 1933 Act against any loss, liability, claim, damages
or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damages, or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the ground that
the registration statement, Prospectus, Statement of Additional
Information, shareholder reports or other information filed or made
public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact
required to be stated or necessary in order to make the statements not
misleading under the 1933 Act, or any other statute or the common law.
However, the Issuer does not agree to indemnify the Distributor or
hold it harmless to the extent that the statement or omission was made
in reliance upon, and in conformity with, information furnished to the
Issuer by or on behalf of the Distributor. In no case (i) is the
indemnity of the Issuer in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person
against any liability to the Issuer or its security holders to which
the Distributor or such person would otherwise be subject by reason of
wilful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Issuer to
be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against the Distributor or any person
indemnified unless the Distributor or person, as the case may be,
shall have notified the Issuer in writing of the claim within a
reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served
upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated
agent). However, failure to notify the Issuer of any claim shall not
relieve the Issuer from any liability which it may have to the
Distributor or any person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph. The Issuer shall be entitled to participate at its own
expense in the defense, or, if it so elects, to assume the defense of
any suit brought to enforce any claims, but if the Issuer elects to
assume the defense, the defense shall be conducted by counsel chosen
by it and satisfactory to the Distributor or person or persons,
defendant or defendants in the suit. In the event the Issuer elects
to assume the defense of any suit and retain counsel, the Distributor,
officers or directors or controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them. If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributor,
officers or directors or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. The Issuer agrees to notify the Distributor
promptly of the commencement of any litigation or proceedings against
it or any of its officers or trustees in connection with the issuance
or sale of any of the shares.

The Distributor also covenants and agrees that it will indemnify and
hold harmless the Issuer and each of its Board members and officers
and each person, if any, who controls the Issuer within the meaning of
Section 15 of the 1933 Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, damages, claim or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the 1933 Act or
any other statute or common law, alleging any wrongful act of the
Distributor or any of its employees or alleging that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Issuer (as from time to time amended) included an untrue statement of
a material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of
the Distributor. In no case (i) is the indemnity of the Distributor
in favor of the Issuer or any person indemnified to be deemed to
protect the Issuer or any person against any liability to which the
Issuer or such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is the Distributor to be liable
under its indemnity agreement contained in this paragraph with respect
to any claim made against the Issuer or any person indemnified unless
the Issuer or person, as the case may be, shall have notified the
Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the
nature of the claim shall have been served upon the Issuer or any such
person (or after the Issuer or such person shall have received notice
of service on any designated agent). However, failure to notify the
Distributor of any claim shall not relieve the Distributor from any
liability which it may have to the Issuer or any person against whom
the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to
the Distributor, it shall be entitled to participate, at its own
expense, in the defense or, if it so elects, to assume the defense of
any suit brought to enforce the claim, but if the Distributor elects
to assume the defense, the defense shall be conducted by counsel
chosen by it and satisfactory to the Issuer, to its officers and Board
and to any controlling person or persons, defendant or defendants in
the suit. In the event that the Distributor elects to assume the
defense of any suit and retain counsel, the Issuer or controlling
persons, defendant or defendants in the suit, shall bear the fees and
expense of any additional counsel retained by them. If the
Distributor does not elect to assume the defense of any suit, it will
reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees
and expenses of any counsel retained by them. The Distributor agrees
to notify the Issuer promptly of the commencement of any litigation or
proceedings against it in connection with the issue and sale of any of
the shares.

12. Effective Date - This agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force
until January 31, 1996 and thereafter from year to year, provided
continuance is approved annually by the vote of a majority of the
Board members of the Issuer, and by the vote of those Board members of
the Issuer who are not "interested persons" of the Issuer and, if a
plan under Rule 12b-1 under the Investment Company Act of 1940 is in
effect, by the vote of those Board members of the Issuer who are not
"interested persons" of the Issuer and who are not parties to the
Distribution and Service Plan or this Agreement and have no financial
interest in the operation of the Distribution and Service Plan or in
any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.
This Agreement shall automatically terminate in the event of its
assignment. As used in this paragraph, the terms "assignment" and
"interested persons" shall have the respective meanings specified in
the Investment Company Act of 1940 as now in effect or as hereafter
amended. In addition to termination by failure to approve continuance
or by assignment, this Agreement may at any time be terminated by
either party upon not less than sixty days' prior written notice to
the other party.

13. Notice - Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Issuer, at 82 Devonshire Street,
Boston, Massachusetts, and if to the Distributor, at 82 Devonshire
Street, Boston, Massachusetts.

14. Limitation of Liability - The Distributor is expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust of the Issuer and agrees that the obligations
assumed by the Issuer under this contract shall be limited in all
cases to the Issuer and its assets. the Distributor shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Issuer. Nor shall the Distributor seek
satisfaction of any such obligation from the Trustees or any
individual Trustee of the Issuer. The Distributor understands that
the rights and obligations of each series of shares of the Issuer
under the Issuer's Declaration of Trust are separate and distinct from
those of any and all other series.

IN WITNESS WHEREOF, the Issuer has executed this instrument in its
name and behalf, and its seal affixed, by one of its officers duly
authorized, and the Distributor has executed this instrument in its
name and behalf, and its corporate seal affixed, by one of its
officers duly authorized, as of the day and year first above written.

FIDELITY PHILLIPS STREET TRUST

By /s/ J. Gary Burkhead

FIDELITY DISTRIBUTORS CORPORATION

By /s/ Kurt A. Lange

Exhibit (i)(1)

Kirkpatrick & Lockhart llp 1800 Massachusetts Avenue, NW
Second Floor
Washington, DC 20036-1800
202.778.9000
www.kl.com

January 19, 2000

Fidelity Phillips Street Trust
82 Devonshire Street
Boston, Massachusetts 02109

Ladies and Gentlemen:

You have requested our opinion, as counsel to Fidelity Phillips
Street Trust (the "Trust"), as to certain matters regarding the
issuance of Shares of the Trust. As used in this letter, the term
"Shares" means the shares of beneficial interest of Fidelity Cash
Reserves and Fidelity U.S. Government Reserves, each a series of the
Trust.

As such counsel, we have examined certified or other copies, believed
by us to be genuine, of the Trust's Trust Instrument and by-laws and
such resolutions and minutes of meetings of the Trust's Board of
Trustees as we have deemed relevant to our opinion, as set forth
herein. Our opinion is limited to the laws and facts in existence on
the date hereof, and it is further limited to the laws (other than the
conflict of law rules) in the State of Delaware that in our experience
are normally applicable to the issuance of shares by unincorporated
voluntary associations and to the Securities Act of 1933 ("1933 Act"),
the Investment Company Act of 1940 ("1940 Act") and the regulations of
the Securities and Exchange Commission ("SEC") thereunder.

Based on present laws and facts, we are of the opinion that the
issuance of the Shares has been duly authorized by the Trust and that,
when sold in accordance with the terms contemplated by Post-Effective
Amendment No. 45 to the Trust's Registration Statement on Form N-1A
and each subsequent Post-Effective Amendment ("PEA") to said
registration statement, including receipt by the Trust of full payment
for the Shares and compliance with the 1933 Act and the 1940 Act and
applicable state law regulating the offer and sale of securities, the
Shares will have been validly issued, fully paid and non-assessable.

The Trust is a business trust established pursuant to the Delaware
Business Trust Act ("Delaware Act"). The Delaware Act provides that a
shareholder of the Trust is entitled to the same limitation of
personal liability extended to shareholders of for-profit
corporations. To the extent that the Trust or any of its shareholders
become subject to the jurisdiction of courts in states that do not
have statutory or other authority limiting the liability of business
trust shareholders, such courts might not apply the Delaware Act and
could subject Trust shareholders to liability.

To guard against this risk, the Trust's Trust Instrument provides
that the Trustees shall have no power to bind any shareholder
personally or to call upon any shareholder for the payment of any sum
of money or assessment whatsoever other than such as the shareholder
may at any time personally agree to pay by way of subscription for any
shares or otherwise. The Trust Instrument also requires that every
note, bond, contract or other undertaking issued by or on behalf of
the Trust or the Trustees relating to the Trust or to a series shall
include a recitation limiting the obligation represented thereby to
the Trust or to one or more series and its or their assets (although
the omission of such a recitation shall not operate to bind any
shareholder of the Trust). Furthermore, the Trust Instrument provides
that: (i) in case any shareholder or former shareholder of any series
shall be held to be personally liable solely by reason of his being or
having been a shareholder of such series and not because of his acts
or omissions or for some other reason, the shareholder or former
shareholder shall be entitled out of the assets belonging to the
applicable series to be held harmless from and indemnified against all
loss and expense arising from such liability; and (ii) the Trust, on
behalf of the affected series, shall, upon request by the shareholder,
assume the defense of any claim made against the shareholder for any
act or obligation of the series and satisfy any judgment thereon from
the assets of the series.

We hereby consent to this opinion accompanying or being incorporated
by reference in the PEA when it is filed with the SEC.

Very truly yours,

KIRKPATRICK & LOCKHART LLP
/s/ Kirkpatrick & Lockhart LLP

Exhibit (j)(1)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference into the
Prospectus and Statement of Additional Information in Post-Effective
Amendment No. 45 to the Registration Statement on Form N-1A of
Fidelity Phillips Street Trust: Fidelity Cash Reserves and Fidelity
U.S. Government Reserves, of our reports dated January 6, 2000 on the
financial statements and financial highlights included in the November
30, 1999 Annual Reports to Shareholders of Fidelity Cash Reserves and
Fidelity U.S. Government Reserves.

We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectus and "Auditor" in the
Statement of Additional Information.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
January 19, 2000

Exhibit (m)(1)

DISTRIBUTION AND SERVICE PLAN
of Fidelity Cash Reserves

1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940 (the "Act") of the
single existing series of shares (the "Portfolio") of Fidelity Cash
Reserves (the "Fund").

2. The Fund has entered into a General Distribution Agreement with
respect to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management &
Research Company (the "Adviser"), under which the Distributor uses all
reasonable efforts, consistent with its other business, to secure
purchasers for the Portfolio's shares of beneficial interest
("shares"). Under the agreement, the Distributor pays the expenses of
printing and distributing any prospectuses, reports and other
literature used by the Distributor, advertising, and other promotional
activities in connection with the offering of shares of the Portfolio
for sale to the public. It is recognized that the Adviser may use its
management fee revenues as well as past profits or its resources from
any other source, to make payment to the Distributor with respect to
any expenses incurred in connection with the distribution of Portfolio
shares, including the activities referred to above.

3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of shares or who render
shareholder support services, including but not limited to providing
office space, equipment and telephone facilities, answering routine
inquiries regarding the Portfolio, processing shareholder transactions
and providing such other shareholder services as the Fund may
reasonably request.

4. The Portfolio will not make separate payments as a result of this
Plan to the Adviser, Distributor or any other party, it being
recognized that the Portfolio presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Portfolio to the Adviser, including payment of management
fees, should be deemed to be indirect financing of any activity
primarily intended to result in the sale of shares of the Portfolio
within the context of Rule 12b-1 under the Act, then such payments
shall be deemed to be authorized by this Plan.

5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the
Act), the plan having been approved by a vote of a majority of the
Trustees of the Fund, including a majority of Trustees who are not
"interested persons" of the Fund (as defined in the Act) and who have
no direct or indirect financial interest in the operation of this Plan
or in any agreements related to this Plan (the "Independent
Trustees"), cast in person at a meeting called for the purpose of
voting on this Plan.

6. This Plan shall, unless terminated as hereinafter provided, remain
in effect from the date specified above until April 30, 2000 and from
year to year thereafter, provided, however, that such continuance is
subject to approval annually by a vote of a majority of the Trustees
of the Fund, including a majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting on this Plan.
This Plan may be amended at any time by the Board of Trustees,
provided that (a) any amendment to authorize direct payments by the
Portfolio to finance any activity primarily intended to result in the
sale of shares of the Portfolio, or to increase materially the amount
spent by the Portfolio for distribution, shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of the Portfolio, and (b) any material amendments of this Plan shall
be effective only upon approval in the manner provided in the first
sentence in this paragraph.

7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the
Portfolio.

8. During the existence of this Plan, the Fund shall require the
Adviser and/or Distributor to provide the Fund, for review by the
Fund's Board of Trustees, and the Trustees shall review, at least
quarterly, a written report of the amounts expended in connection with
financing any activity primarily intended to result in the sale of
shares of the Portfolio (making estimates of such costs where
necessary or desirable) and the purposes for which such expenditures
were made.

9. This Plan does not require the Adviser or Distributor to perform
any specific type or level of distribution activities or to incur any
specific level of expenses for activities primarily intended to result
in the sale of shares of the Portfolio.

10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Declaration of Trust or other organizational
document, any obligations assumed by the Portfolio pursuant to this
Plan and any agreements related to this Plan shall be limited in all
cases to the Portfolio and its assets, and shall not constitute
obligations of any other series of shares of the Fund.

11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.

Exhibit (m)(2)

DISTRIBUTION AND SERVICE PLAN
of Fidelity Phillips Street Trust:
Fidelity U.S. Government Reserves

1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940 (the "Act") of
Fidelity U.S. Government Reserves (the "Portfolio"), a series of
shares of Phillips Street Trust (the "Fund").

10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Trust Instrument or other organizational document,
any obligations assumed by the Portfolio pursuant to this Plan and any
agreements related to this Plan shall be limited in all cases to the
Portfolio and its assets, and shall not constitute obligations of any
other series of shares of the Fund.

11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.