<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Institutional Cash Portfolios
(Name of Registrant)
File No. 2-74808
</PAGE>
<PAGE>
FILE NO. 2-74808
Fidelity Institutional Cash Portfolios
: Money Market Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended March 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
533,409,656 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
48,745,649,623 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
48,745,649,623 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
48,745,649,623
$
48,745,649,623
Redemptions See Note (2) :
(48,745,649,623)
$
(48,745,649,623)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended March 31, 1994
, aggregated
49,847,740,962
and $49,847,740,962
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Institutional Cash Portfolios
:
Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-74808
Fidelity Institutional Cash Portfolios
: Domestic Money Market Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended March 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
6,042,925,540 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
6,042,925,540 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
6,042,925,540
$
6,042,925,540
Redemptions See Note (2) :
(6,042,925,540)
$
(6,042,925,540)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended March 31, 1994
, aggregated
6,196,482,006
and $6,196,482,006
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Institutional Cash Portfolios
:
Domestic Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-74808
Fidelity Institutional Cash Portfolios
: U.S. Government Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended March 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
33,376,241,019 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
33,376,241,019 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
33,376,241,019
$
33,376,241,019
Redemptions See Note (2) :
(33,376,241,019)
$
(33,376,241,019)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended March 31, 1994
, aggregated
35,351,904,003
and $35,351,904,003
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Institutional Cash Portfolios
:
U.S. Government Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-74808
Fidelity Institutional Cash Portfolios
: U.S. Treasury Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended March 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
636,293,546 shares
(iv) Number of Securities Sold During Fiscal Year
11,024,606,904 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
11,024,606,904 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
11,024,606,904
$
11,024,606,904
Redemptions See Note (2) :
(11,024,606,904)
$
(11,024,606,904)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended March 31, 1994
, aggregated
11,479,144,890
and $11,479,144,890
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Institutional Cash Portfolios
:
U.S. Treasury Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-74808
Fidelity Institutional Cash Portfolios
: U.S. Treasury Portfolio II
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended March 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
37,664,160,468 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
37,664,160,468 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
37,664,160,468
$
37,664,160,468
Redemptions See Note (2) :
(37,664,160,468)
$
(37,664,160,468)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended March 31, 1994
, aggregated
38,750,212,008
and $38,750,212,008
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Institutional Cash Portfolios
:
U.S. Treasury Portfolio II
By John H. Costello
Assistant Treasurer
</PAGE>
May 17, 1994
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re:Fidelity Institutional Cash Portfolios
Dear Mr. Loring:
We have acted as special Delaware counsel to Fidelity Institutional
Cash Portfolios, a Delaware business trust (formerly named Fidelity
Institutional Cash Portfolios II, and prior to that Fidelity
Government Securities Fund) (the "Trust"), in connection with
certain matters relating to the organization of the Trust and the
issuance of Shares therein. Capitalized terms used herein and not
otherwise herein defined are used as defined in the Trust Instrument
of the Trust dated June 20, 1991 (the "Governing Instrument").
In rendering this opinion, we have examined copies of the following
documents, each in the form provided to us: the Certificate of
Trust of the Trust dated as of June 20, 1991 (the "Certificate") and
filed in the Office of the Secretary of State of the State of Delaware
(the "Recording Office") on July 9, 1991, as amended by a
Certificate of Amendment dated May 28, 1993 as filed in the
Recording Office on May 28, 1993, and as further amended by a
Certificate of Amendment dated May 28, 1993 as filed in the
Recording Office on May 28, 1993; the Governing Instrument; the
Bylaws of the Trust; minutes of a meeting of the Board of Trustees
of the Trust, dated June 20, 1991; a Certificate of Secretary of the
Trust, certifying as to the acceptance by certain persons of their
positions as trustees of the Trust; Post-Effective Amendment No.
20 to the Trust's Registration Statement on Form N-1A as filed
with the Commission on May 19, 1993 and a certification of good
standing of the Trust obtained as of a recent date from the
Recording Office. In such examinations, we have assumed the
genuineness of all signatures, the conformity to original documents
of all documents submitted to us as copies or drafts of documents
to be executed, and the legal capacity of natural persons to
complete the execution of documents. We have further assumed
for the purpose of this opinion: (i) the due authorization, execution
and delivery by, or on behalf of, each of the parties thereto of the
above-referenced instruments, certificates and other documents,
and of all documents contemplated by the Governing Instrument
and applicable resolutions of the Trustees to be executed by
investors desiring to become Shareholders; (ii) the payment of
consideration for Shares, and the application of such consideration
as provided in the Governing Instrument, and compliance with the
other terms, conditions and restrictions set forth in the Governing
Instrument in connection with the issuance of Shares (including,
without limitation, the taking of all appropriate action by the
Trustees to designate Series of Shares and the rights and
preferences attributable thereto as contemplated by the Governing
Instrument); (iii) that appropriate notation of the names and
addresses of, the number of Shares held by, and the consideration
paid by, Shareholders will be maintained in the appropriate registers
and other books and records of the Trust in connection with the
issuance or transfer of Shares; (iv) that no event has occurred
subsequent to the filing of the Certificate that would cause a
termination or dissolution of the Trust under Section 11.04 or
Section 11.05 of the Governing Instrument; (v) that the activities of
the Trust have been and will be conducted in accordance with the
terms of the Governing Instrument and the Delaware Act; and (vi)
that each of the documents examined by us is in full force and effect
and has not been modified, supplemented or otherwise amended.
No opinion is expressed herein with respect to the requirements of,
or compliance with, federal or state securities or blue sky laws.
Further, we have not reviewed and express no opinion on the
sufficiency or accuracy of any registration or offering documenta-
tion relating to the Trust or the Shares. As to any facts material to
our opinion, other than those assumed, we have relied without
independent investigation on the above-referenced documents and
on the accuracy, as of the date hereof, of the matters therein
contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1.The Trust is a duly organized and validly existing business trust in
good standing under the laws of the State of Delaware.
2.The Shares, when issued to Shareholders in accordance with the
terms, conditions, requirements and procedures set forth in the
Governing Instrument, will constitute legally issued, fully paid and
non-assessable Shares of beneficial interest in the Trust.
3.Under the Delaware Act and the terms of the Governing
Instrument, each Shareholder of the Trust, in such capacity, will be
entitled to the same limitation of personal liability as that extended
to stockholders of private corporations for profit; provided,
however, that we express no opinion with respect to the liability of
any Shareholder who is, was or may become a named Trustee of
the Trust. Neither the existence nor exercise of the voting rights
granted to Shareholders under the Governing Instrument will, of
itself, cause a Shareholder to be deemed a trustee of the Trust
under the Delaware Act.
We understand that you wish to rely as to matters of Delaware law
on the opinion set forth above in connection with the rendering by
you of an opinion to be used as an Exhibit to a Rule 24f-2 filing to
be made by the Trust with the Commission, and we hereby consent
to such reliance. Except as provided in the foregoing sentence, the
opinion set forth above is expressed solely for the benefit of the
addressee hereof and may not be relied upon by any other person or
entity for any purpose without our prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
Walter C. Tuthill
May 18, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Institutional Cash Portfolios
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Institutional Cash Portfolios is a Delaware business trust
created under a written Trust Instrument dated June 20, 1991.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite amount of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the Trust intends to file with the
Securities and Exchange Commission a Notice making definite the
registration of 136,853,583,554 shares of the Fund (the "shares")
sold in reliance upon Rule 24f-2 during the fiscal year ended March
31, 1994.
I am of the opinion that all legal requirements have been complied
with in the creation of the Trust and that said Trust is a duly
authorized and validly existing business trust under the laws of the
State of Delaware. In this regard, I have relied on the opinion of
Delaware counsel, Morris, Nichols, Arsht & Tunnell, contained in a
letter dated May 17, 1994, with respect to matters of Delaware law.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Capitalized terms used herein, and not otherwise herein defined, are
used as defined in the Trust Instrument.
Under Article II, Section 2.01, of the Trust Instrument, 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
thereunder is unlimited and each Share shall be without par value
and shall be fully paid and nonassessable.
Under Article II, Section 2.07, the Trustees are empowered to
accept investments in the Trust in cash or securities from such
persons and on such terms as they may from time to time authorize.
Such investments in the Trust shall be credited to each
Shareholder's account in the form of full Shares at the Net Asset
Value per Share next determined after the investment is received;
provided, however, that the Trustees may, in their sole discretion,
fix the initial Net Asset Value per share of the initial capital
contribution, impose a sales charge upon investments in the Trust in
such manner and at such time as determined by the Trustees, or
issue fractional shares.
Under Article II, Section 2.08, the Trust shall consist of one or
more Series and the Trustees of each Series 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 with such preferences, voting powers, rights
and privileges as the Trustees may from time to time determine, to
divide or combine the Shares into a greater or lesser number, to
classify or reclassify any issued Shares of any Series, and to take
such other action with respect to the Shares as the Trustees may
deem desirable.
By a vote adopted on June 12, 1991, the Board of Trustees
authorized the issue and sale, from time to time, of an unlimited
number of shares of beneficial interest of this Fund in accordance
with the terms included in the then current Registration Statement
and subject to the limitations of the Trust Instrument and any
amendments thereto.
With respect to the period dated April 1, 1993 through May 30,
1993 the Fund shares subject to the Rule 24f-2 Notice were issued
by the Funds as portfolios of the Massachusetts business trust (the
Massachusetts Trust), created under a written Declaration of Trust
under the name Money Market Trust Fund dated, executed and
delivered in Boston on November 10, 1981. On February 3, 1982,
the Declaration of Trust was of Trust was amended to change the
name of the Fund to The Cash Investment Fund. Effective April 9,
1985, the Declaration of Trust was restated in its entirety and the
name of the Fund changed to Fidelity Institutional Cash Portfolios.
Supplement to the Declaration of Trust have been executed and
delivered in Boston, Massachusetts, on January 21, 1987 and June
28, 1990.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the Trust shall be divided into separate and
distinct Series as the Trustees shall from time to time create and
establish. The number of Shares is unlimited and each Share is
without par value and shall be fully paid and nonassessable. The
Trustees shall have full power and authority, in their sole discretion
and without obtaining any prior authorization or vote of the Trust,
to create and establish (and to change in any manner) Shares with
such preferences, voting powers, rights and privileges as the
Trustees may from time to time determine, to divide or combine the
Shares into a greater or lesser number, to classify or reclassify any
issued Shares into one or more Series of Shares, to abolish any one
or more Series of Shares and to take such other action with respect
to the Shares as the Trustees may deem desirable.
Under Article III, Section 4, the Trustees shall accept investments
in the Trust from such persons and on such terms as they may from
time to time authorize. Such investments may be in the form of
cash or securities in which the appropriate Series is authorized to
invest, valued as provided in Article X, Section 3. After the date of
the initial contribution of capital, the number of Shares to represent
the initial contribution may in the Trustees' discretion be considered
as outstanding and the amount received by the Trustees on account
of the contribution shall be treated as an asset of the Trust.
Subsequent investments in the Trust shall be credited to each
Shareholder's account in the form of full Shares at the Net Asset
Value per Share next determined after the investment is received;
provided, however, that the Trustees may, in their sole discretion,
(a) impose a sales charge upon investments in the Trust and (b)
issue fractional Shares.
By a vote adopted on April 26, 1985 the Board of Trustees of the
Massachusetts Trust authorized the issue and sale, from time to
time, of an unlimited number of shares of the beneficial interest of
the Fund's Massachusetts Trust in accordance with the terms
included in the Fund's Prospectuse and Statement of Additional
Information and subject to the limitations of the Declaration of
Trust and any amendments thereto.
I am of the opinion that all necessary Trust action precedent to the
issue of Shares has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and nonassessable
under Delaware law, or Massachusetts law, respectively, for the
relevant periods, except as described in the Fund's Prospectuses and
Statements of Additional Information for the relevant periods under
the heading "Description of the Fund" and subject to the possibility
that a court might not apply such law as so described. In rendering
this opinion, I rely on the representation by the Trust that it or its
agents received consideration for the Shares in accordance with the
Trust Instrument or Declaration of Trust, respectively, for the
relevant periods. I express no opinion as to compliance with the
Securities Act of 1933, the Investment Company Act of 1940, or
applicable state "Blue Sky" or securities laws in connection with
sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
commission.
Very truly yours,
David Potel
Associate General Counsel
LG941370.030
