<PAGE>
As filed with the Securities and Exchange Commission on July 13, 1995.
Registration No. 33-60455
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] Pre-Effective Amendment No.__1__ [ ] Post-Effective Amendment No.
Fidelity Institutional Cash Portfolios
--------------------------------------
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, MA 02109
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(Address Of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code 617-563-7000
------------
Arthur S. Loring, Secretary, 82 Devonshire St., Boston, MA 02109
----------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after
the Registration Statement becomes effective under the Securities Act of
1933.
The Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Section 24(f) under the Investment
Company Act of 1940; accordingly, no fee is payable herewith because of
reliance upon Rule 24f-2. A Rule 24f-2 Notice for the Registrant's most
recent fiscal year ended March 31, 1995 was filed with the Commission on
May 18, 1995. Pursuant to Rule 429, this Registration Statement relates
to shares previously registered on Form N-1A.
It is proposed that this filing will become effective on July 21, 1995.
<PAGE>
FIDELITY INSTITUTIONAL CASH PORTFOLIOS
CONTENTS OF PRE-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON
FORM N-14
This Pre-Effective Amendment contains the following papers and documents:
Facing Page
Contents of Registration Statement
Part C - Other Information
Signature Pages
Exhibits
The following documents are incorporated herein by reference to the
Trust's Registration Statement on Form N-14:
Cross Reference Sheet
Part A - Prospectus/Proxy Statement
Part B - Statement of Additional Information
<PAGE>
PART C - OTHER INFORMATION
Item 15. 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
Declaration of Trust states that the Registrant shall indemnify any
present trustee or officer to the fullest extent permitted by law against
liability, and all expense 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, officer, or both, 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 Registrant 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 Registrant. In the event of a settlement, no
indemnification may be provided unless there has been a determination, as
specified in the Declaration of Trust, that the officer or trustee did not
engage in disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Registrant
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 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 Registrant
included a materially misleading statement or omission. However, the
Registrant 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 Registrant by or on
behalf of the Distributor. The Registrant does not agree to indemnify the
parties against any liability to which they would be subject by reason of
their own disabling conduct.
Pursuant to the agreement by which Fidelity Service Company (Service)
is appointed sub-transfer agent, the Transfer Agent agrees to indemnify
Service for its losses, claims, damages, liabilities and expenses to the
extent the Transfer Agent is entitled to and receives indemnification from
the Registrant for the same events. Under the Transfer Agency Agreement,
the Registrant agrees to indemnify and hold the Transfer Agent harmless
against any losses, claims, damages, liabilities, or expenses resulting
from:
(1) any claim, demand, action or suit brought by any person other
than the Registrant, which names the Transfer Agent and/or the Registrant
<PAGE>
as a party and is not based on and does not result from the Transfer
Agent's willful misfeasance, bad faith, negligence or reckless disregard
of its duties, and arises out of or in connection with the Transfer
Agent's performance under the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent
contributed to by the Transfer Agent's willful misfeasance, bad faith,
negligence or reckless disregard of its duties) which results from the
negligence of the Registrant, or from the Transfer Agent's acting upon any
instruction(s) reasonably believed by it to have been executed or
communicated by any person duly authorized by the Registrant, or as a
result of the Transfer Agent's acting in reliance upon advice reasonably
believed by the Transfer Agent to have been given by counsel for the
Registrant, or as a result of the Transfer Agent'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 16. Exhibits
--------
1. Declaration of Trust, as amended and restated on April 9, 1985
is incorporated herein by reference to Exhibit 1 to Post-Effective
Amendment No. 2.
2. Bylaws of the Trust are incorporated herein by reference to
Exhibit 2 to Post-Effective Amendment No. 2.
3. Not applicable.
4. (a) Agreement and Plan of Reorganization and Liquidation among
Fidelity Money Market Trust: U.S. Treasury Portfolio, Fidelity
Instititutional Cash Portfolios: Treasury II, and Fidelity Management &
Research Company is incorporated herein by reference to Exhibit 4(a) to
the Trust's Registration Statement on Form N-14.
(b) Agreement and Plan of Reorganization and Liquidation among
Fidelity Institutional Cash Portfolios: U.S. Treasury Portfolio, Fidelity
Instititutional Cash Portfolios: Treasury II, and Fidelity Management &
Research Company is incorporated herein by reference to Exhibit 4(b) to
the Trust's Registration Statement on Form N-14.
5. Not applicable.
6. (a) Management Contract between Fidelity Institutional Cash
Portfolios: Money Market Portfolio and Fidelity Management & Research
Company, dated September 1, 1986, is incorporated herein by reference to
Exhibit 5(a) to Post-Effective Amendment No. 7.
(b) Management Contract between Fidelity Institutional Cash
Portfolios: U.S. Treasury Portfolio and Fidelity Management & Research
Company, dated September 1, 1986, is incorporated herein by reference to
Exhibit 5(b) to Post-Effective Amendment No. 7.
2
<PAGE>
(c) Management Contract between Fidelity Institutional Cash
Portfolios: U.S. Government Portfolio and Fidelity Management & Research
Company, dated June 30, 1985, is incorporated herein by reference in
Exhibit 5(c) to Post-Effective Amendment No. 7.
(d) Management Contract between Fidelity Institutional Cash
Portfolios: U.S. Treasury Portfolio II and Fidelity Management & Research
Company, dated December 1, 1986, is incorporated herein by reference to
Exhibit 5(d) to Post-Effective Amendment No. 8.
(e) Management Contract between Fidelity Institutional Cash
Portfolios: Domestic Money Market Portfolio and Fidelity Management &
Research Company, dated December 1, 1986, is incorporated herein by
reference to Exhibit 5(e) to Post-Effective Amendment. No. 8.
(f) Sub-Advisory agreement between Fidelity Management &
Research Company on behalf of Fidelity Institutional Cash Portfolios: U.S.
Treasury Portfolio and FMR Texas Inc., dated December 1, 1989, is
incorporated herein by reference to Exhibit 5(f) to Post-Effective
Amendment No. 13.
(g) Sub-Advisory agreement between Fidelity Management &
Research Company on behalf of Fidelity Institutional Cash Portfolios:
U.S. Treasury Portfolio II and FMR Texas Inc., dated December 1, 1989, is
incorporated herein by reference to Exhibit 5(g) to Post-Effective
Amendment No. 13.
(h) Sub-Advisory agreement between Fidelity Management &
Research Company on behalf of Fidelity Institutional Cash Portfolios: U.S.
Government Portfolio and FMR Texas Inc., dated December 1, 1989, is
incorporated herein by reference to Exhibit 5(h) to Post-Effective
Amendment No. 13.
(i) Sub-Advisory agreement between Fidelity Management &
Research Company on behalf of Fidelity Institutional Cash Portfolios:
Domestic Money Market Portfolio and FMR Texas Inc., dated November 1,
1989, is incorporated herein by reference to Exhibit 5(i) to
Post-Effective Amendment No. 13.
(j) Sub-Advisory agreement between Fidelity Management &
Research Company on behalf of Fidelity Institutional Cash Portfolios:
Money Market Portfolio and FMR Texas Inc., dated December 1, 1989, is
incorporated herein by reference to Exhibit 5(j) to Post-Effective
Amendment No. 13.
7. (a) General Distribution Agreement between Registrant and
Fidelity Distributors Corporation, dated June 11, 1985, is incorporated
herein by reference to Exhibit 6(a) to Post-Effective Amendment No. 4.
(b) Amendment to General Distribution Agreement between
Registrant and Fidelity Distributors Corporation, dated January 1, 1988,
3
<PAGE>
is incorporated herein by reference to Exhibit 6(b) to Post-Effective
Amendment No. 9.
8. Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners effective November 1, 1989 is incorporated herein by
reference to Exhibit 7 to Post-Effective Amendment No. 17.
9. (a) Custodian Contract between the Registrant and First
National Bank of Boston, dated June 11, 1985, is incorporated herein by
reference to Exhibit 8(a) to Post-Effective Amendment No. 4.
(b) Amendment to the Custodian Contract between Registrant and
First National Bank of Boston, dated November 29, 1985, is incorporated
herein by reference to Exhibit 8(b) to Post-Effective Amendment No. 4.
(c) Custodian Agreement between the Registrant and Morgan
Guaranty Trust Company of New York, dated July 18, 1991, is incorporated
herein by reference to Exhibit 8(c) to Post-Effective Amendment No. 17.
(d) Custodian Agreement, Appendix A, and Appendix C, dated
December 1, 1994, between The Bank of New York and Fidelity Institutional
Cash Portfolios Trust on behalf of Treasury II is incorporated herein by
reference to Exhibit 8(d) to Fidelity Hereford Street Trust's
Post-Effective Amendment No. 4 (File No. 33-52577).
(e) Appendix B, dated December 15, 1994, to the Custodian
Agreement, dated December 1, 1994, between The Bank of New York and
Fidelity Institutional Cash Portfolios Trust on behalf of Treasury II is
incorporated herein by reference to Exhibit 8(e) to Fidelity Hereford
Street Trust's Post-Effective Amendment No. 4 (File No. 33-52577).
(f) Custodian Agreement, Appendix A, and Appendix C, dated
December 1, 1994, between Morgan Guaranty Trust Co. of New York and
Fidelity Institutional Cash Portfolios Trust on behalf of Treasury,
Government, Domestic and Money Market is incorporated herein by reference
to Exhibit 8(f) to Fidelity Hereford Street Trust's Post-Effective
Amendment No. 4 (File No. 33-52577).
(g) Appendix B, dated December 15, 1994, to the Custodian
Agreement, dated December 1, 1994, between Morgan Guaranty Trust Co. of
New York and Fidelity Institutional Cash Portfolios Trust on behalf of
Treasury, Government, Domestic and Money Market is incorporated herein by
reference to Exhibit 8(g) to Fidelity Hereford Street Trust's
Post-Effective Amendment No. 4 (File No. 33-52577).
10. (a) Distribution and Service Plan of Fidelity Institutional
Cash Portfolios: Money Market Portfolio is incorporated herein by
reference to Exhibit 15(a) to Post-Effective Amendment No. 6.
(b) Distribution and Service Plan of Fidelity Institutional
Cash Portfolios: U.S. Treasury Portfolio is incorporated herein by
reference to Exhibit 15(b) to Post-Effective Amendment No. 6.
4
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(c) Distribution and Service Plan of Fidelity Institutional
Cash Portfolios: U.S. Government Portfolio is incorporated herein by
reference to Exhibit 15(c) to Post-Effective Amendment No. 6.
(d) Distribution and Service Plan of Fidelity Institutional
Cash Portfolios: U.S. Treasury Portfolio II is incorporated herein by
reference to Exhibit 15(d) to Post-Effective Amendment No. 8.
(e) Distribution and Service Plan of Fidelity Institutional
Cash Portfolios: Domestic Money Market Portfolio is incorporated herein by
reference to Exhibit 15(e) to Post-Effective Amendment No. 8.
(f) A Form of Distribution and Service Plan pursuant to Rule
12b-1, for each of the portfolios of Fidelity Institutional Cash
Portfolios: Class B, is incorporated herein by reference to Exhibit 15(f)
to Post-Effective Amendment No. 19.
11. Opinion and Consent of Kirkpatrick & Lockhart LLP as to the
legality of shares is incorporated herein by reference to Exhibit 11 to
the Trust's Registration Statement on Form N-14.
12. (a) Opinion and Consent of Kirkpatrick & Lockhart LLP as to tax
matters in connection with the reorganization of Fidelity Money Market
Trust: U.S. Treasury Portfolio is filed herein as Exhibit 12(a).
(b) Opinion and Consent of Kirkpatrick & Lockhart LLP as to tax
matters in connection with the reorganization of Fidelity Institutional
Cash Portfolios: U.S. Treasury Portfolio is incorporated herein by
reference to Exhibit 12(b) to the Trust's Registration Statement on Form
N-14.
13. (a) Transfer Agency Agreement between the Registrant and First
National Bank of Boston, dated June 11, 1985, is incorporated herein by
reference to Exhibit 9(a) to Post-Effective Amendment No. 4.
(b) Sub-Transfer Agent Agreement between FMR Corp., Fidelity
Service Co. and First National Bank of Boston, dated June 11, 1985, is
incorporated herein by reference to Exhibit 9(b) to Post-Effective
Amendment No. 4.
(c) Pricing Agreement between the Registrant and First National
Bank of Boston, dated June 11, 1985, is incorporated herein by reference
to Exhibit 9(c) to Post-Effective Amendment No. 4.
(d) Appointment of Sub-Pricing Agent Agreement between FMR
Corp., Fidelity Service Co., and First National Bank of Boston, dated June
11, 1985, is incorporated herein by reference to Exhibit 9(d) to
Post-Effective Amendment No. 4.
(e) Transfer Agency Agreement between Fidelity Institutional
Cash Portfolios: U.S. Treasury Portfolio II and First National Bank of
5
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Boston, dated February 2, 1987, is incorporated herein by reference to
Exhibit 9(e) to Post-Effective Amendment No. 9.
(f) Transfer Agency Agreement between Fidelity Institutional
Cash Portfolios: Domestic Money Market Portfolio and First National Bank
of Boston, dated March 12, 1987, is incorporated herein by reference to
Exhibit 9(f) to Post-Effective Amendment No. 9.
(g) Amendment to Schedule A of Transfer Agent Agreement between
Fidelity Institutional Cash Portfolios: U.S. Treasury Portfolio, and First
National Bank of Boston, dated June 1, 1990, is incorporated herein by
reference to Exhibit 9(g) to Post-Effective Amendment No. 15.
(h) Amendment to Schedule A of Transfer Agent Agreement between
Fidelity Institutional Cash Portfolios: U.S. Treasury Portfolio II and
First National Bank of Boston, dated June 1, 1990, is incorporated herein
by reference to Exhibit 9(h) to Post-Effective Amendment No. 15.
(i) Amendment to Schedule A of Transfer Agent Agreement between
Fidelity Institutional Cash Portfolios: U.S. Government Portfolio and
First National Bank of Boston, dated June 1, 1990, is incorporated herein
by reference to Exhibit 9(i) to Post-Effective Amendment No. 15.
(j) Amendment to Schedule A of Transfer Agent Agreement between
Fidelity Institutional Cash Portfolios: Domestic Money Market Portfolio
and First National Bank of Boston, dated June 1, 1990, is incorporated
herein by reference to Exhibit 9(j) to Post-Effective Amendment No. 15.
(k) Amendment to Schedule A of Transfer Agent Agreement between
Fidelity Institutional Cash Portfolios: Money Market Portfolio and First
National Bank of Boston, dated June 1, 1990, is incorporated herein by
reference to Exhibit 9(k) to Post-Effective Amendment No. 15.
(l) Amended Transfer Agency Agreement between the Registrant
and First National Bank of Boston, dated June 1, 1989, is incorporated
herein by reference to Exhibit 9(l) to Post-Effective Amendment No. 15.
(m) Amended Service Agreement between the Registrant and First
National Bank of Boston, dated June 1, 1989, is incorporated herein by
reference to Exhibit 9(m) to Post-Effective Amendment No. 15.
(n) Appointment of Sub-Transfer Agent Agreement between FMR
Corp., Fidelity Investments Institutional Operations Company and First
National Bank of Boston, dated June 1, 1989, is incorporated herein by
reference to Exhibit 9(n) to Post-Effective Amendment No. 15.
(o) Appointment of Sub-Servicing Agent Agreement between FMR
Corp., Fidelity Service Co., and First National Bank of Boston, dated June
1, 1989, is incorporated herein by reference to Exhibit 9(o) to
Post-Effective Amendment No. 15.
6
<PAGE>
(p) Schedule As of Transfer Agent Agreement between Fidelity
Institutional Cash Portfolios: U.S. Treasury Portfolio, U.S. Treasury
Portfolio II, U.S. Government Portfolio, Domestic Money Market Portfolio
and Money Market Portfolio and First National Bank of Boston, dated June
1, 1989, is incorporated herein by reference to Exhibit 9(p) to
Post-Effective Amendment No. 15.
(q) Schedule Bs of Transfer Agent Agreement between Fidelity
Institutional Cash Portfolios: U.S. Treasury Portfolio, U.S. Treasury
Portfolio II, U.S. Government Portfolio, Domestic Money Market Portfolio
and Money Market Portfolio and First National Bank of Boston, dated June
1, 1989, is incorporated herein by reference to Exhibit 9(q) to
Post-Effective Amendment No. 15.
(r) Schedule Cs of Transfer Agent Agreement between Fidelity
Institutional Cash Portfolios: U.S. Treasury Portfolio, U.S. Treasury
Portfolio II, U.S. Government Portfolio, Domestic Money Market Portfolio
and Money Market Portfolio and First National Bank of Boston, dated June
1, 1989, is incorporated herein by reference to Exhibit 9(r) to
Post-Effective Amendment No. 15.
(s) Termination of the Amended Transfer Agent Agreement and the
Amended Service Agreement between Fidelity Institutional Cash Portfolios
and the First National Bank of Boston is incorporated herein by reference
to Exhibit 9(s) to Post-Effective Amendment No. 15.
14. (a) Consent of Coopers & Lybrand, L.L.P. is incorporated herein
by reference to Exhibit 14(a) to the Trust's Registration Statement on
Form N-14.
(b) Consent of Price Waterhouse LLP is incorporated herein by
reference to Exhibit 14(b) to the Trust's Registration Statement on Form
N-14.
15. Not applicable.
16. Not applicable.
17. Rule 24f-2 Notice for Registrant's most recent fiscal year ended
March 31, 1995 is incorporated herein by reference to Exhibit 17 to the
Trust's Registration Statement on Form N-14.
Item 17. Undertakings
------------
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of the prospectus
which is a part of this Registration Statement by any person or party who
is deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act of 1933, the reoffering prospectus will contain the
information called for by any applicable registration form for reofferings
by persons who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
7
<PAGE>
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a part of an amendment to
the Registration Statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities Act
of 1933, each post-effective amendment shall be deemed to be a new
Registration Statement for the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial
bona fide offering of them.
8
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Pre-Effective
Amendment to this Registration Statement has been signed on behalf of the
Registrant, in the City of Boston, and the Commonwealth of Massachusetts,
on the 13th day of July 1995.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS
/s/ Edward C. Johnson 3d, President
By _____________________________________
Edward C. Johnson 3d, President *
Pursuant to the requirements of the Securities Act of 1933, this Pre-
Effective Amendment to this Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
(Signature) (Title) (Date)
------------ ------- ------
<S> <C> <C>
/s/ Edward C. Johnson 3d President and Trustee July 13, 1995
________________________ (Principal Executive Officer)
Edward C. Johnson 3d *
/s/ Stephen P. Jonas Treasurer July 13, 1995
________________________
Stephen P. Jonas
/s/ J. Gary Burkhead Trustee July 13, 1995
________________________
J. Gary Burkhead *
/s/ Ralph F. Cox Trustee July 13, 1995
________________________
Ralph F. Cox *
/s/ Phyllis Burke Davis Trustee July 13, 1995
________________________
Phyllis Burke Davis *
/s/ Richard J. Flynn Trustee July 13, 1995
________________________
Richard J. Flynn *
/s/ E. Bradley Jones Trustee July 13, 1995
________________________
E. Bradley Jones *
<PAGE>
(Signature) (Title) (Date)
------------ ------- ------
/s/ Donald J. Kirk Trustee July 13, 1995
________________________
Donald J. Kirk *
/s/ Peter S. Lynch Trustee July 13, 1995
________________________
Peter S. Lynch *
/s/ Edward H. Malone Trustee July 13, 1995
________________________
Edward H. Malone *
/s/ Marvin L. Mann Trustee July 13, 1995
________________________
Marvin L. Mann *
/s/ Gerald C. McDonough Trustee July 13, 1995
________________________
Gerald C. McDonough *
/s/ Thomas R. Williams Trustee July 13, 1995
________________________
Thomas R. Williams *
</TABLE>
* Signature affixed by Stephanie A. Djinis pursuant to a power of
attorney dated December 15, 1994 and filed herewith.
<PAGE>
POWER OF ATTORNEY
------------------
We, the undersigned Directors, Trustees or General Partners, as the
case may be, of the following investment companies:
Daily Money Fund Fidelity Institutional Tax-Exempt
Daily Tax-Exempt Money Fund Cash Portfolios
Fidelity Beacon Street Trust Fidelity Institutional Investors
Fidelity California Municipal Trust Trust
II Fidelity Money Market Trust II
Fidelity Court Street Trust II Fidelity Municipal Trust II
Fidelity Hereford Street Trust Fidelity New York Municipal Trust II
Fidelity Institutional Cash Fidelity Phillips Street Trust
Portfolios Fidelity Union Street Trust II
in addition to any other investment company for which Fidelity Management
& Research Company acts as investment adviser and for which the
undersigned individual serves as a Director, Trustee or General Partner
(collectively, the "Funds"), hereby severally constitute and appoint
Arthur J. Brown, Arthur C. Delibert, Robert C. Hacker, Richard M.
Phillips, Dana L. Platt and Stephanie A. Djinis, each of them singly, my
true and lawful attorney-in-fact, with full power of substitution, and
with full power to each of them, to sign for me and my name in the
appropriate capacities any Registration Statements of the Funds on Form
N-1A or any successor thereto, any and all subsequent 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 deem necessary or appropriate, to
comply with the provisions of the Securities Act of 1933 and Investment
Company Act of 1940, and all related requirements of the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact or their substitutes may do or cause to be done by virtue
hereof.
WITNESS our hands on this fifteenth day of December, 1994.
/s/Edward C. Johnson 3d /s/Donald J. Kirk
--------------------------- ------------------------
Edward C. Johnson 3d Donald J. Kirk
/s/J. Gary Burkhead /s/Peter S. Lynch
--------------------------- -----------------------
J. Gary Burkhead Peter S. Lynch
/s/Ralph F. Cox /s/Marvin L. Mann
-------------------------- --------------------------
Ralph F. Cox Marvin L. Mann
/s/Phyllis Burke Davis /s/Edward H. Malone
-------------------------- -------------------------
Phyllis Burke Davis Edward H. Malone
/s/Richard J. Flynn /s/Gerald C. McDonough
--------------------------- ------------------------
Richard J. Flynn Gerald C. McDonough
/s/E. Bradley Jones /s/Thomas R. Williams
------------------------- ---------------------
E. Bradley Jones Thomas R. Williams
<PAGE>
July 11, 1995
U.S. Treasury Portfolio
(a series of Fidelity Money Market Trust)
U.S. Treasury Portfolio II
(a series of Fidelity Institutional
Cash Portfolios)
82 Devonshire Street
Boston, MA 02109
Ladies and Gentlemen:
Fidelity Money Market Trust ("FMMT"), a Delaware business trust,
on behalf of U.S. Treasury Portfolio ("FMMT Treasury"), a series of FMMT,
and Fidelity Institutional Cash Portfolios ("FICP"), on behalf of U.S.
Treasury Portfolio II ("FICP Treasury"), a series of FICP, have requested
our opinion as to certain federal income tax consequences of a transaction
("Reorganization") in which FICP Treasury will acquire all of the assets
and assume all of the liabilities of FMMT Treasury in exchange solely for
Class A shares of beneficial interest in FICP Treasury ("FICP Treasury
Shares") pursuant to an Agreement and Plan of Reorganization and
Liquidation ("Agreement") entered into between FMMT Treasury and FICP
Treasury on June 21, 1995.
In rendering this opinion, we have examined the Agreement, the
prospectus/proxy statement furnished in connection with the
Reorganization, the currently effective prospectus and statement of
additional information of FMMT Treasury and FICP Treasury, and such other
documents as we have deemed necessary. We have also relied, with your
consent, on certificates of officers of FMMT Treasury and FICP Treasury.
OPINION
-------
Based solely on the facts and representations set forth in the
reviewed documents and the certificates of officers of FMMT Treasury and
FICP Treasury, and assuming that (i) those representations are true on the
date of the Reorganization and (ii) the Reorganization is consummated in
accordance with the Agreement, our opinion with respect to the federal
income tax consequences of the Reorganization is as follows.
1. The Reorganization will be a reorganization under section
368(a)(1)(C) of the Internal Revenue Code of 1986, as amended ("Code"),
and FMMT Treasury and FICP Treasury will each be parties to the
Reorganization under section 368(b) of the Code.
2. No gain or loss will be recognized by FMMT Treasury upon
the transfer of all of its assets to FICP Treasury in exchange solely for
FICP Treasury Shares and FICP Treasury's assumption of FMMT Treasury's
liabilities followed by the distribution of those FICP Treasury Shares to
the FMMT Treasury shareholders in liquidation of FMMT Treasury.
<PAGE>
U.S. Treasury Portfolio
U.S. Treasury Portfolio II
July 11, 1995
Page 2
3. No gain or loss will be recognized by FICP Treasury on
the receipt of FMMT Treasury's assets in exchange solely for the FICP
Treasury Shares and the assumption of FMMT Treasury's liabilities.
4. The basis of FMMT Treasury's assets in the hands of FICP
Treasury will be the same as the basis of such assets in FMMT Treasury's
hands immediately prior to the Reorganization.
5. FICP Treasury's holding period in the assets to be
received from FMMT Treasury will include FMMT Treasury's holding period in
such assets.
6. The FMMT Treasury shareholders will recognize no gain or
loss on the exchange of the shares of beneficial interest in FMMT Treasury
("FMMT Treasury Shares") for the FICP Treasury Shares in the
Reorganization.
7. The FMMT Treasury shareholders' basis in the FICP
Treasury Shares to be received by them will be the same as their basis in
the FMMT Treasury Shares to be surrendered in exchange therefor.
8. The holding period of the FICP Treasury Shares to be
received by the FMMT Treasury shareholders will include the holding period
of the FMMT Treasury Shares to be surrendered in exchange therefor,
provided those FMMT Treasury Shares were held as capital assets on the
date of the Reorganization.
The foregoing opinion is based on, and is conditioned on the
continued applicability of, the provisions of the Code and the regulations
thereunder, case law precedent, and the Internal Revenue Service
pronouncements in existence at the date hereof. We express no opinion
other than those contained herein.
We consent to the inclusion of this opinion in the registration
statement on form N-14 filed with the Securities and Exchange Commission
and the inclusion of the name "Kirkpatrick & Lockhart LLP" in the "Tax
Considerations" section of that registration statement.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
Kirkpatrick & Lockhart LLP
<PAGE>
