FIDELITY INSTITUTIONAL CASH PORTFOLIOS, N14EL24, 1996-03-22

FIDELITY INSTITUTIONAL CASH PORTFOLIOS
N14EL24, 1996-03-22

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As filed with the Securities and Exchange Commission
on March 22, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT

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UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. [ ]

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Fidelity Institutional Cash Portfolios
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, MA 02109
(Address Of Principal Executive Offices)
Registrant's Telephone Number (617) 563-7000
Arthur S. Loring, Secretary
82 Devonshire Street
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 April 22, 1996,
pursuant to Rule 488.

FIDELITY INSTITUTIONAL CASH PORTFOLIOS
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following papers and documents:

Facing Page
Contents of Registration Statement
Cross Reference Sheet
Letter to Shareholders
Form of Proxy Card
Notice of Special Meeting
Part A - Prospectus/Proxy Statement
Part B- Statement of Additional Information
Part C - Other Information
Signature Pages
Exhibits
FIDELITY INSTITUTIONAL CASH PORTFOLIOS:
TREASURY
FORM N-14 CROSS REFERENCE SHEET
PART A

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Item Number and Caption Prospectus/Proxy Statement Caption

1. Beginning of Registration Statement and Out- Cover Page
side Front Cover Page of Prospectus

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2. Beginning and Outside Back Cover Page of Pro- Table of Contents
spectus

3. Fee Table, Synopsis Information and Risk Synopsis; Comparative Fee Tables; Comparison of
Factors Principal Risk Factors; The Proposed Transaction

4. Information About the Transaction Synopsis; The Proposed Transaction; Exhibit I

5. Information About the Registrant Synopsis; Comparison of Principal Risk Factors;
Miscellaneous; Additional Information About
Treasury; Prospectus of Treasury Class I

6. Information About the Company Being Acquired Cover Page; Miscellaneous

7. Voting Information Voting Information

8. Interest of Certain Persons and Experts Not Applicable

9. Additional Information Required for Reoffering Not Applicable
by Persons Deemed to be
Underwriters

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PART B
Item Number and Caption Statement of Additional Information Caption

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10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. Additional Information About the Registrant Prospectus and Statement of Additional
Information of Treasury Class I

13. Additional Information About the Company Be- Not applicable
ing Acquired

14. Financial Statements Annual Report of Treasury Class I for the
Fiscal Year Ended March 31, 1995; Annual
Report of SLAM for the Fiscal Year Ended
November 30, 1995.
Semiannual Report of Treasury Class I for
the Period Ended September 30, 1995.

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PART C Information required to be included in Part
C is set forth under the appropriate item so numbered, in Part
C of this Registration Statement
STATE AND LOCAL ASSET MANAGEMENT SERIES:
GOVERNMENT MONEY MARKET PORTFOLIO

Dear Shareholder:
On June 19, 1996, Fidelity is holding a Special Meeting for Shareholders
(Meeting) of State and Local Asset Management Series: Government Money
Market Portfolio (SLAM), a series of Fidelity Institutional Investors
Trust. The purpose of the Meeting is to transfer all of the assets of SLAM
to another Fidelity institutional money market fund that has substantially
the same investment objective and policies as SLAM. After the transfer,
SLAM investors will continue to enjoy the benefits of a money market fund
that invests in U.S. Treasury bills, notes and bonds, and repurchase
agreements for these securities. In addition, fund expenses will be
reduced by more than half, from 0.43% to 0.20%. The transfer will also
afford investors the additional benefits of a larger investment portfolio.
The cost of the transfer will be borne exclusively by Fidelity Management &
Research Company (FMR). Accordingly, the Board of Trustees recommend you
approve the transfer.
At this important Meeting, shareholders are being asked to consider and
approve an Agreement and Plan of Reorganization and Liquidation (the
Agreement) between SLAM and Fidelity Institutional Cash Portfolios:
Treasury (Treasury). The Agreement provides for the transfer of all of the
assets of SLAM to Treasury in exchange solely for Class I Shares of
beneficial interest of Treasury (Treasury Shares) and the assumption by
Treasury of SLAM's liabilities, followed by the distribution of Treasury
Shares to shareholders of SLAM so that each shareholder receives the number
of full and fractional shares of Treasury Shares equal to the number of
full and fractional shares of SLAM held by each shareholder
Treasury is a money market fund that seeks a high level of current income
by investing in U.S. Treasury bills, notes and bonds, and repurchase
agreements for these securities. The Fund is rated AAAm by Standard &
Poor's Corporation, and Aaa by Moody's Investors Service. Enclosed is a
Proxy Statement and Prospectus further describing the reasons for the
reorganization (Reorganization) and describing in detail the investment
objective and policies of Treasury.
FMR, SLAM's adviser, anticipates that approval of the Reorganization will
result in lower fund operating expenses. SLAM has received an Opinion of
Counsel to the effect that the Reorganization will constitute a tax-free
reorganization within the meaning of section 368(a)(1)(C) of the Internal
Revenue Code of 1986. The exchange of shares of SLAM for Treasury Shares,
therefore, will not result in the recognition of any taxable gain or loss
to the shareholders of SLAM on the date of the Reorganization.
The Board of Trustees of SLAM has unanimously approved the proposed
Reorganization and recommends that you vote to approve the Agreement.
Approval of the Agreement requires the affirmative vote of a majority of
outstanding shares. Your participation is extremely important no matter
how many or how few shares you own. Once you have marked your vote on the
enclosed proxy card, be sure to sign and return it in the enclosed
postage-paid envelope. Please call a Fidelity Representative at
1-508-787-9363 or 1-800-771-7213 if you have any questions.
Sincerely,
/s/ Edward C. Johnson 3d
President
Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
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FIDELITY INSTITUTIONAL INVESTORS TRUST: STATE AND LOCAL ASSET MANAGEMENT
SERIES: GOVERNMENT MONEY MARKET PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C.
Johnson 3d, Arthur S. Loring, and Gerald C. McDonough, or any one or more
of them, attorneys, with full power of substitution, to vote all shares of
Fidelity Institutional Investors Trust: State and Local Asset Management
Series: Government Money Market Portfolio, which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the fund to be
held at the office of the trust at 82 Devonshire St., Boston, MA 02109, on
Wednesday, June 19, 1996 at 11:30 a.m. Eastern time and at any adjournments
thereof. All powers may be exercised by a majority of said proxy holders
or substitutes voting or acting or, if only one votes and acts, then by
that one. This Proxy shall be voted on the proposals described in the
Proxy Statement as specified on the reverse side. Receipt of the Notice of
the Meeting and the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When signing
in a fiduciary capacity, such as executor, administrator, trustee,
attorney, guardian, etc., please so indicate. Corporate and partnership
proxies should be signed by an authorized person indicating the person's
title.
Date _____________, 1996
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
[cusip #31617R100/fund#621]

Please refer to the Proxy Statement discussion of this matter.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their
best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
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__________________________________________________________________________

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1. To approve an Agreement and Plan of Reorganization FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
and Liquidation between Fidelity Institutional
Investors Trust: State and Local Asset Management
Series: Government Money Market Portfolio and
Fidelity Institutional Cash Portfolios: Treasury.

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[SLAM-PXC-596] [cusip #31617R100/fund#621]

STATE AND LOCAL ASSET MANAGEMENT SERIES:
GOVERNMENT MONEY MARKET PORTFOLIO
A SERIES OF
FIDELITY INSTITUTIONAL INVESTORS TRUST

82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-508-787-9363
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of State and Local Asset Management Series: Government
Money Market Portfolio:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of State and Local Asset Management Series: Government Money
Market Portfolio (the Fund), will be held at the office of Fidelity
Institutional Investors Trust, 82 Devonshire Street, Boston, Massachusetts
02109 on Wednesday, June 19, 1996 at 11:30 a.m. Eastern time. The purpose
of the Meeting is to consider and act upon the following proposal, and to
transact such other business as may properly come before the Meeting or any
adjournments thereof.
(1) To approve an Agreement and Plan of Reorganization and Liquidation
(the Agreement) between the Fund and Fidelity Institutional Cash
Portfolios: Treasury (Treasury). The Agreement provides for the transfer
of all of the assets of the Fund to Treasury in exchange solely for Class I
Shares of beneficial interest of Treasury and the assumption by Treasury of
the Fund's liabilities, followed by the distribution of Treasury Class I
Shares to shareholders of the Fund in liquidation of the Fund.
The Board of Trustees has fixed the close of business on April 22, 1996 as
the record date for the determination of shareholders of the Fund entitled
to notice of, and to vote at such Meeting and any adjournments thereof.
By order of the Board of Trustees,
ARTHUR S. LORING, Secretary
May 1, 1996
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER
WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN
THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED
STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE ASK YOUR COOPERATION IN
MAILING YOUR PROXY CARD PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR
HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of assistance
to you and help you avoid the time involved in validating your vote if you
fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it appears
in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual signing.
This can be shown either in the form of the account registration itself or
by the individual executing the proxy card. For example:
REGISTRATION VALID
SIGNATURE

A. 1) ABC Corp. John Smith,
Treasurer

2) ABC Corp. John Smith,
Treasurer

c/o John Smith, Treasurer

B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins,
Trustee

2) ABC Trust Ann B. Collins,
Trustee

3) Ann B. Collins, Trustee Ann B. Collins,
Trustee

u/t/d 12/28/78

C. 1) Town or City of ABC Anthony B. Craft,
Treasurer

STATE AND LOCAL ASSET MANAGEMENT SERIES: GOVERNMENT MONEY MARKET PORTFOLIO
(A SERIES OF FIDELITY INSTITUTIONAL INVESTORS TRUST)

82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-508-787-9363
PROXY STATEMENT AND PROSPECTUS
MAY 1, 1996
This Proxy Statement and Prospectus (Proxy Statement) is being furnished
to shareholders of State and Local Asset Management Series: Government
Money Market Portfolio (SLAM), a series of Fidelity Institutional Investors
Trust (the trust), in connection with the solicitation of proxies by the
trust's Board of Trustees for use at the Special Meeting of Shareholders of
SLAM and at any adjournments thereof (the Meeting). The Meeting will be
held on Wednesday, June 19, 1996, at 11:30 a.m. Eastern time at 82
Devonshire Street, Boston, Massachusetts 02109, the principal executive
office of the trust.
As more fully described in the Proxy Statement, the purpose of the Meeting
is to vote on a proposed reorganization (the Reorganization). Pursuant to
an Agreement and Plan of Reorganization and Liquidation (the Agreement),
SLAM would transfer all of its assets to Treasury (formerly Treasury II), a
series of Fidelity Institutional Cash Portfolios (FICP), in exchange solely
for Treasury Class I Shares of beneficial interest and the assumption by
Treasury of SLAM's liabilities. As provided in the Agreement, SLAM will
distribute Treasury Class I Shares to SLAM shareholders so that each such
shareholder receives the number of full and fractional Treasury Class I
Shares equal to the number of full and fractional shares of SLAM held by
each shareholder on July 31, 1996, or such other date as the parties may
agree (the Closing Date). Following the distribution, SLAM will have
neither assets, liabilities, nor shareholders, and it is expected that the
trust's Board of Trustees will liquidate SLAM as soon as practical.
Treasury, a money market fund, is a diversified series of FICP, an
open-end management investment company organized as a Delaware business
trust on May 30, 1993. Treasury's investment objective is to obtain as high
a level of current income as is consistent with the preservation of capital
and liquidity within the limitations prescribed for the Fund. Treasury
seeks to achieve its investment objective by investing 100% of its assets
in U.S. Treasury bills, notes and bonds and other direct obligations of the
U.S. Treasury and in repurchase agreements for these obligations.
This Proxy Statement is accompanied by the Prospectus of Treasury Class I
(dated November 1, 1995), which is incorporated herein by reference and
should be retained for future reference. These documents set forth
concisely the information about the Reorganization, SLAM, and Treasury that
a shareholder should know before voting on the proposed Reorganization. A
Prospectus and Statement of Additional Information for SLAM, both dated
January 19, 1996, and a Statement of Additional Information dated November
1, 1995 for Treasury Class I have been filed with the Securities and
Exchange Commission and are incorporated herein by reference. Copies of
these documents may be obtained without charge by contacting Fidelity
Client Services Government Team at 82 Devonshire Street, Boston,
Massachusetts 02109 or by calling 1-800-771-7213.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT AND
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS
VOTING INFORMATION
SYNOPSIS
COMPARISON OF OTHER POLICIES OF THE FUNDS
COMPARISON OF PRINCIPAL RISK FACTORS
THE PROPOSED TRANSACTION
ADDITIONAL INFORMATION ABOUT TREASURY
MISCELLANEOUS
EXHIBIT 1. FORM OF AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
STATE AND LOCAL ASSET MANAGEMENT SERIES:
GOVERNMENT MONEY MARKET PORTFOLIO
(A SERIES OF FIDELITY INSTITUTIONAL INVESTORS TRUST)

82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109

PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
STATE AND LOCAL ASSET MANAGEMENT SERIES: GOVERNMENT MONEY MARKET PORTFOLIO
TO BE HELD ON
JUNE 19, 1996
_________________________________
VOTING INFORMATION
This Proxy Statement and Prospectus (Proxy Statement) is furnished in
connection with a solicitation of proxies made by, and on behalf of, the
Board of Trustees of Fidelity Institutional Investors Trust (the trust) to
be used at the Special Meeting of Shareholders of State and Local Asset
Management Series: Government Money Market Portfolio (SLAM) and at any
adjournments thereof (the Meeting), to be held on Wednesday, June 19, 1996
at 11:30 a.m. Eastern time at 82 Devonshire Street, Boston, Massachusetts
02109, the principal executive office of the trust and Fidelity Management
& Research Company (FMR), SLAM's investment adviser.
The purpose of the Meeting is set forth in the accompanying Notice. The
solicitation is made primarily by the mailing of this Proxy Statement and
the accompanying proxy card on or about May 1, 1996. Supplementary
solicitations may be made by mail, telephone, telegraph, or by personal
interview by representatives of the trust. The expenses in connection with
preparing this Proxy Statement and its enclosures and of all solicitations
will be borne by FMR. FMR will reimburse brokerage firms and others for
their reasonable expenses in forwarding solicitation material to the
beneficial owners of shares.
If a quorum is not present at the Meeting, or if a quorum is present but
sufficient votes to approve the proposal are not received, or if other
matters arise requiring shareholder attention, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative
vote of a majority of those shares present at the Meeting or represented by
proxy. When voting on a proposed adjournment, the persons named as proxies
will vote FOR the proposed adjournment all shares that they are entitled to
vote, unless directed to vote AGAINST the item, in which case such shares
will be voted against the proposed adjournment with respect to that item. A
shareholder vote may be taken on one or more of the items in this Proxy
Statement or on any other business properly presented at the meeting prior
to such adjournment if sufficient votes have been received and it is
otherwise appropriate.
If the enclosed proxy card is executed and returned, it may nevertheless
be revoked at any time prior to its use by written notification received by
the trust, by the execution of a later-dated proxy card, or by attending
the Meeting and voting in person. All proxy cards solicited by the Board of
Trustees that are properly executed and received by the Secretary prior to
the Meeting, and which are not revoked, will be voted at the Meeting.
Shares represented by such proxies will be voted in accordance with the
instructions thereon. If no specification is made on a proxy card, it will
be voted FOR the matters specified on the proxy card. Only proxies voted
will be counted towards establishing a quorum. All proxies not voted,
including broker non-votes will not be counted toward establishing a
quorum. Shareholders should note that while votes to ABSTAIN will count
toward establishing a quorum, passage of any proposal being considered at
the Meeting will occur only if a sufficient number of votes are cast FOR
the proposal. Accordingly, votes to ABSTAIN and votes AGAINST will have the
same effect in determining whether the proposal is approved.
On February 29, 1996 there were 117,031,692 shares of SLAM outstanding.
Shareholders of record of SLAM at the close of business on April 22, 1996
will be entitled to vote at the Meeting. Such shareholders will be
entitled to one vote for each full share they own and a proportionate share
of one vote for each fractional share they own on that date.
As of February 29, 1996, the Trustees and officers of the funds owned, in
the aggregate, 0% of each fund's total outstanding shares.
As of February 29, 1996, the following shareholders were known by Fidelity
Institutional Investors Trust or by FICP to own of record or beneficially
5% or more of each Fund's (and, with respect to Treasury, each Class's)
outstanding shares.

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SHAREHOLDER ADDRESS PERCENT OF PERCENT OF

OUTSTANDI OUTSTANDI
NG NG
FUND CLASS
SHARES SHARES

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SLAM

Palomar Pomerado Health System 15255 Innovation Drive, Suite 202 10.21% ----
San Diego, CA 92128-3410

Culver City City Hall Account 7.74% ----
PO Box 507
Culver City, CA 90232-0507

Mayor & City Council of Baltimore Bureau of Treasury Management 6.38% ----
100 Guilford Avenue
Baltimore, MD 21202

City of Pompano Beach 1993 Water/Sewer Revenue 5.66% ----
Construction Account
PO Drawer 1300
Pompano Beach, FL 33061-1300

First Trust of St. Paul PO Box 64190 5.07% ----
180 E. 5th Street
St Paul, MN 55164

FICP TREASURY - CLASS I

First Union Bank of Charlotte 401 South Tryon Street 8.78% 10.89%
Charlotte, NC 28226

Bank of America-Glendale Paco 8.00% 9.92%
PO Box 3577 Terminal Annex
333 S. Beaudry Avenue, 23rd Floor
Los Angeles, CA 90017

Texas Commerce Bank Obie and Co. 6.24% 7.74%
Texas Commerce Bank
PO Box 2558
Houston, TX 77002-2558

FICP TREASURY - CLASS II

The Boatmen's National Bank of St. 800 Market Street 1.04% 87.02%
Louis St Louis, MO 63101

NationsBanc Capital Markets 901 Main Street, 21st Floor 0.12% 10.14%
Dallas, TX 75202

FICP TREASURY - CLASS III

Hare & Co. Bank of New York 10.91% 59.94%
One Wall Street, 5th Floor
New York, NY 10286

First Union Bank of Charlotte 401 South Tryon Street 2.39% 13.13%
Charlotte, NC 28226

The Boatmen's National Bank of St. One Boatmen's Plaza 1.33% 7.30%
Louis 800 Market Street
St Louis, MO 63101

Chemical Bank Chemical Bank as Trustee 0.99% 5.46%
450 West 33rd Street, 15th Floor
New York, NY 10001

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To the knowledge of Fidelity Institutional Investors Trust and FICP, no
other shareholder owned of record or beneficially 5% or more of the
outstanding shares of SLAM or Treasury Class I, II, or III shares on that
date.
As of February 29, 1996, The Boatmen's National Bank of St. Louis and
Hare & Co. each owned of record or beneficially more than 25% of the
outstanding shares of Treasury Class II and Class III, respectively. A
shareholder owning more than 25% of the outstanding shares of a class or
fund is considered to be a "controlling person" of that class or fund.
Accordingly, The Boatmen's National Bank of St. Louis and and Hare & Co.'s
controlling positions mean that their votes could have a more significant
effect on matters presented to shareholders than the vote of other class
shareholders.
VOTE REQUIRED: Approval of the Agreement and Plan of Reorganization and
Liquidation (the Agreement) requires the affirmative vote of a "majority of
the outstanding voting securities" of SLAM. Under the 1940 Act, a "majority
vote of the outstanding voting securities" means the affirmative vote of
the lesser of (a) 67% or more of the voting securities present at the
Meeting or represented by proxy if the holders of more than 50% of the
outstanding voting securities are present or represented by proxy, or (b)
more than 50% of the outstanding voting securities. Broker non-votes are
not considered "present" for this purpose.
SYNOPSIS
The following is a summary of certain information contained elsewhere in
this Proxy Statement, in the Agreement, and in the Prospectuses of SLAM and
Treasury Class I, which are incorporated herein by reference. Shareholders
should read the entire Proxy Statement and the Prospectus of Treasury Class
I carefully for more complete information.
The proposed reorganization (the Reorganization) would merge SLAM into
Treasury, a larger money market fund also managed by FMR. If the
Reorganization is approved, SLAM will cease to exist and its current
shareholders will become shareholders of Treasury Class I instead. As
discussed more fully below, the Board of Trustees believes that the
Reorganization will benefit SLAM shareholders.
The objective of both SLAM and Treasury (together "the Funds" and each
individually a "Fund") is to seek as high a level of current income as is
consistent with the preservation of capital and liquidity within the
standards prescribed for the Fund. Each Fund invests in securities issued
by the U.S. Treasury and in repurchase agreements for these securities;
however, SLAM is also permitted to invest in obligations of U.S. Government
agencies and instrumentalities that are backed by the full faith and credit
of the U.S. Government and in repurchase agreements for these obligations.
SLAM has an "all-inclusive" management contract with FMR, whereby FMR is
responsible for the payment of all fund expenses with certain limited
exceptions. For the services of FMR, SLAM pays FMR a management fee equal
to an annual rate of 0.43% of its average net assets which represents
SLAM's total operating expenses. The total operating expenses of Treasury
Class I are limited to 0.20% of its average net assets. Without the
limitation, the total operating expenses and management fee of Treasury
Class I would be equal to 0.25% and 0.20%, respectively of its average net
assets.
Treasury Class I pays FMR a management fee, and unlike SLAM, also incurs
other expenses for services, such as maintaining shareholder records and
furnishing shareholder statements. FMR has voluntarily agreed to reimburse
Treasury Class I to the extent that Treasury Class I's total operating
expenses (excluding interest, taxes, brokerage commissions and
extraordinary expenses) exceed 0.20% of its average net assets. If the
Reorganization is approved, SLAM shareholders would benefit from the lower
expense ratio of Treasury Class I. FMR is under no obligation to continue
the reimbursement arrangements, although it currently intends to do so.
Treasury Class I shareholders' interests in Treasury would not be diluted
as a result of the Reorganization.
There are several distinctions between the shareholder servicing features
of SLAM and Treasury, which are noted below.
- - Minimum Investment. SLAM has an initial investment minimum of $25,000
while Treasury and the other institu- tional money market funds with which
Treasury is offered have an initial investment minimum of $1 million.
- - Checkwriting. SLAM offers checkwriting services while Treasury does not.
- - Exchange Restrictions. SLAM has no exchange restrictions. Treasury
Class I shareholders may exchange their shares only for Class I Shares
of other institutional money market funds with which Treasury is offered.
- - Timing of Share Purchases and Redemptions. SLAM accepts purchases and
redemptions until 4:00 p.m. Eastern time; purchases and redemption via
wire until 3:00 p.m. Eastern time, and next day transactions such as checks
and exchanges until 4:00 p.m. Eastern time on days the Fund is open for
business. Treasury accepts purchases and re- demptions until 5:00 p.m.
Eastern time on days the Fund is open for business.
These and other distinctions are further discussed on page 6 under the
heading "Comparisons of Other Policies of the Funds."
THE PROPOSED REORGANIZATION
Shareholders of SLAM will be asked at the Meeting to vote upon and approve
the Agreement, which provides for the acquisition by Treasury of all of the
assets of SLAM in exchange solely for Class I Shares of Treasury (Treasury
Shares) and the assumption by Treasury of the liabilities of SLAM. SLAM
will then distribute the Treasury Shares to its shareholders, so that each
SLAM shareholder will receive the number of full and fractional Treasury
Shares equal to the number of full and fractional shares of SLAM held by
such shareholder on the Closing Date (defined below). The exchange of
SLAM's assets solely for Treasury Shares and the assumption by Treasury of
SLAM's liabilities will occur at the Valuation Time (on or about 5:00 p.m.)
on July 31, 1996 (the Closing Date), or such other time and date as the
parties may agree. SLAM will then be liquidated as soon as practicable
thereafter.
The rights and privileges of the former shareholders of SLAM will be
effectively unchanged by the Reorganization other than as described below
under "Minimum Initial Investment and Account Balance," "Purchases and
Redemptions," and "Exchanges."
For the reasons set forth under "The Proposed Transaction - Reasons for
the Reorganization," the Board of Trustees of Fidelity Institutional
Investors Trust (the Board), including the trustees who are not "interested
persons" of Fidelity Institutional Investors Trust as that term is defined
in the 1940 Act (Independent Trustees), has concluded that the
Reorganization is in the best interests of SLAM, that the terms of the
Reorganization are fair and reasonable, and that the interests of SLAM's
shareholders will not be diluted as a result of the proposed transaction.
Accordingly, the Board recommends approval of the transaction. In
addition, the Board of Trustees of FICP, including the Independent
Trustees, has concluded that the Reorganization is in the best interests of
Treasury, the terms of the Reorganization are fair and reasonable, and that
the interests of Treasury Class I shareholders will not be diluted as a
result of the proposed transaction.
EXPENSES
The total operating expense ratio of Treasury Class I will not change if
SLAM shareholders approve the proposed Reorganization. Treasury Class I's
total operating expenses are currently limited to 0.20% of its average net
assets. This expense limitation became effective on July 1, 1995. If
Treasury Class I's current expense limitation were not in effect, its total
operating expenses would be 0.25% of its average net assets. Voluntary
expense limitations may be terminated or revised at any time. Such
limitation excludes interest, taxes, brokerage commissions and
extraordinary expenses.
SLAM currently pays FMR an "all-inclusive" management fee at an annual
rate of 0.43% of its average net assets. Because this fee is
all-inclusive, FMR not only provides the Fund with investment advisory,
management, and administrative services, but also pays all of the Fund's
other expenses with certain limited exceptions.
Treasury Class I's management fee is not all-inclusive; the Fund pays
separately for expenses such as transfer agency and pricing and bookkeeping
services and other services necessary to operate the Fund. These expenses
differ with respect to each class of Treasury. However, as described
above, Treasury Class I's total operating expenses are currently limited to
0.20% of its average net assets, which is lower than SLAM's all-inclusive
fee of 0.43% of its average net assets.
COMPARATIVE FEE TABLES
The following table shows the current fees and expenses of Treasury Class
I and SLAM for the year ended March 31, 1995 (adjusted to reflect the
current 0.20% voluntary expense limitation in effect for Treasury Class I)
and pro forma fees for the Combined Fund based on the same period after
giving effect to the Reorganization.
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Annual fund operating expenses are paid out of each Fund's (and with
respect to Treasury, each Class's) assets. Expenses are factored into the
Fund's share price or dividends and are not charged directly to shareholder
accounts. The following are projections based on historical expenses and
are calculated as a percentage of average net assets for each Fund.
PRO FORMA EXPENSES
TREASURY CLASS I SLAM COMBINED FUND

Management Fees 0.15%* 0.43% 0.15%*

Other Expenses 0.05% 0.00% 0.05%

Total Fund Operating 0.20%* 0.43% 0.20%*
Expenses

*After expense reductions.
EXAMPLE OF EFFECT OF FUND EXPENSES
The following table illustrates the expenses on a hypothetical $1,000
investment in each Fund under the current and pro forma (combined fund)
expenses calculated at the rates stated above, assuming a 5% annual return.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
AFTER 1 YEAR AFTER 3 YEARS AFTER 5 YEARS AFTER 10 YEARS

Treasury Class I $2 $6 $11 $26

SLAM $4 $14 $24 $54

Combined Fund $2 $6 $11 $26

</TABLE>

This example assumes that all dividends and other distributions are
reinvested and that the percentage amounts listed under Total Fund
Operating Expenses remain the same in the years shown. The above tables and
the assumption in the example of a 5% annual return are required by SEC
regulations; the assumed 5% annual return is not a prediction of, and does
not represent, the projected or actual performance of any Fund.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND A FUND'S ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE
SHOWN. The actual expenses attributable to each Fund will depend upon,
among other things, its level of average net assets. In addition, the
actual expenses of Treasury Class I and the Combined Fund will also depend
on the extent to which each Fund incurs variable expenses, such as transfer
agency costs and the terms of any reimbursement arrangements with FMR.
Currently, FMR limits the total operating expenses of Treasury Class I to
0.20% of its average net assets.
FORMS OF ORGANIZATION
SLAM is a series of Fidelity Institutional Investors Trust, an open-end
management investment company organized as a Delaware business trust on
January 29, 1992. Treasury is a series of FICP, an open-end management
investment company organized as a Delaware business trust on May 30, 1993.
Both trusts are authorized to issue an unlimited number of shares of
beneficial interest. Treasury offers three classes of shares which are
identical except that Class II Shares pay a 0.15% distribution fee and
Class III Shares pay a 0.25% distribution fee (Treasury Shares pay no
distribution fee). Because SLAM and Treasury are series of Delaware
business trusts, organized under substantially similar Trust Instruments,
the rights of the security holders of SLAM under state law are expected to
remain unchanged after the Reorganization. After the Reorganization, such
shareholders will own Treasury Shares. For more information regarding
shareholder rights, refer to the section of the Funds' Statements of
Additional Information entitled "Description of the Trust."
INVESTMENT OBJECTIVES AND POLICIES
The investment objectives and policies of the Funds are set forth below.
There can be no assurance that either Fund will achieve its objective.
SLAM's investment objective is to obtain as high a level of current income
as is consistent with the preservation of capital and liquidity, and to
maintain a constant net asset value (NAV) of $1.00. Treasury seeks to
obtain as high a level of current income as is consistent with the
preservation of principal and liquidity within the limitations prescribed
for the Fund. Although each Fund seeks to maintain a stable $1.00 share
price, there can be no assurance that it will be able to do so.
Investments in the Funds are neither insured nor guaranteed by the U.S.
Government.
Both Funds seek income by investing in government securities. Under
normal conditions, Treasury invests 100% of its assets in U.S. Treasury
bills, notes and bonds and other direct obligations of the U.S. Treasury.
The Fund may also invest in repurchase agreements for these obligations.
SLAM invests in obligations issued or guaranteed as to principal and
interest by the U.S. Government; obligations of U.S. Government agencies
and instrumentalities that are backed by the full faith and credit of the
U.S. Government; and in repurchase agreements for these obligations.
The investment objective of each Fund is fundamental and may not be
changed without the approval of at least a majority of the outstanding
voting securities of the Fund. With the exception of fundamental policies,
investment policies of the Funds can be changed without shareholder
approval. The policies that differ between the Funds discussed below,
except as noted, could be changed without a vote of shareholders.

COMPARISON OF OTHER POLICIES OF THE FUNDS

U.S. GOVERNMENT SECURITIES. Although both Funds seek to achieve their
investment objectives by investing primarily in U.S. Government securities,
Treasury does so by investing exclusively in U.S. Treasury bills, notes and
bonds and other direct obligations of the U.S. Treasury and in repurchase
agreements for these obligations. SLAM can also invest in obligations
issued or guaranteed as to principal and interest by the U.S. Government;
obligations of U.S. Government agencies and instrumentalities backed by the
full faith and credit of the U.S. Government; and in repurchase agreements
for these obligations. Both SLAM and Treasury maintain AAA ratings from
Moody's Investors Service, Inc. and Standard & Poor's Corporation.
OTHER INVESTMENT POLICIES. Each Fund may borrow money for temporary or
emergency purposes from a bank or from another investment company for which
FMR or an affiliate serves as investment adviser. With respect to each
Fund, the amount borrowed may not exceed 33 1/3% of the value of the Fund's
total assets (Treasury: including the amount borrowed) less liabilities
(other than borrowings). The Funds' borrowing limitations differ in that
Treasury's 33 1/3% borrowing limit expressly includes reverse repurchase
agreements and SLAM's does not. Because each Fund maintains a
non-fundamental policy that precludes it from engaging in reverse
repurchase agreements, the borrowing policies of the two Funds are
effectively the same.
In addition, each Fund may invest up to 10% of its assets in illiquid
securities and may enter into when-issued and delayed delivery
transactions. For more information about the risks and restrictions
associated with these polices, see each Fund's Prospectus, which is
incorporated by reference herein (and, in the case of Treasury Class I,
which accompanies this Proxy Statement). For a more detailed discussion of
the Funds' investments, see their Statements of Additional Information,
which are incorporated herein by reference.
OPERATIONS OF TREASURY FOLLOWING THE REORGANIZATION
FMR does not expect Treasury to revise its investment policies as a result
of the Reorganization. In addition, FMR does not anticipate significant
changes to the Fund's management or to agents that provide the Fund with
services. Specifically, the Trustees and officers, the investment adviser,
distributor, and other agents of the Fund will continue to serve Treasury
in their current capacities. The Funds currently have the same portfolio
manager, Leland Barron, who will continue to be responsible for Treasury's
portfolio management after the Reorganization. As of February 29, 1996,
100% of SLAM's portfolio holdings were permissible investments for
Treasury. Although SLAM also is permitted to invest in other U.S.
Government obligations, it does not currently hold any such investments and
it does not anticipate purchasing any securities that are ineligible for
purchase by Treasury. Therefore, no portfolio adjustments are anticipated
in connection with the Reorganization.
MINIMUM INITIAL INVESTMENT AND ACCOUNT BALANCE
Treasury's minimum initial investment and minimum account balance are $1
million each. SLAM's minimum initial investment and minimum account
balance are each $25,000. If the proposed Reorganization is approved,
existing SLAM accounts would be exempt from the $1 million minimums.
PURCHASES AND REDEMPTIONS
The purchase and redemption policies for both Funds are similar and
Treasury's policies will remain unchanged after the Reorganization.
Each Fund's share price, or NAV per share, is calculated each day the Fund
is open for business. Shares of both Funds are sold without a sales
charge. Shares are purchased at the next share price calculated after an
order is received and accepted by the transfer agent. Share price is
normally calculated at 3:00 p.m. and 4:00 p.m. Eastern time for SLAM and
3:00 p.m. and 5:00 p.m. Eastern time for Treasury.
Currently, SLAM shareholders may purchase shares of SLAM by check or by
wire. SLAM may also accept investments of certain federal or state
transfer payments wired directly to the Fund, provided that proper
instructions have been filed. Treasury Shares may be purchased only by
wire. If the Reorganization is approved, SLAM shareholders will be able to
purchase Treasury Shares only by wire, but will not be able to direct to
Treasury investments of federal or state transfer payments.
Shares of both Funds may be redeemed on any day the Funds are open for
business at their NAV, normally expected to be $1.00 per share. Shares of
both Funds are redeemed at the next share price calculated after an order
is received and accepted by the transfer agent, normally 4:00 p.m. Eastern
time for SLAM and 5:00 p.m. Eastern time for Treasury. Refer to a Fund's
Prospectus for more information on how to purchase and redeem shares.
On or about April 22, 1996, SLAM will be closed to new accounts. However,
existing shareholders of SLAM will have the flexibility to continue to
purchase SLAM shares up to and including the business day immediately
preceding the Closing Date. Redemption transactions may be made up to and
including the Closing Date.
SHAREHOLDER SERVICES
Both SLAM and Treasury offer sub-accounting and special services to
shareholders who wish to open multiple accounts (a master account and
sub-accounts). SLAM also offers arbitrage reporting services. If
shareholders approve the Reorganization, Treasury will continue to provide
sub-accounting services and will provide arbitrage rebate tracking services
for state and local entities that require rebate calculations.
EXCHANGES
Currently, shares of SLAM may be exchanged for shares of any other
Fidelity fund registered for sale in a shareholder's state. By contrast,
Treasury Shares may be exchanged only for Class I Shares of other FICP
Funds, Class I Shares of Fidelity Institutional Tax-Exempt Cash Portfolios:
Tax-Exempt; Class I Shares of Daily Money Fund: Treasury Only; and Class I
Shares of Fidelity Money Market Trust: Rated Money Market. Of course, a
Treasury Shares shareholder may redeem Treasury Shares on any day the Fund
is open for business and use the proceeds to buy shares of any Fidelity
fund registered for sale in the shareholder's state. If the Reorganization
is approved, Treasury Class I's exchange policy will apply.
DIVIDENDS AND OTHER DISTRIBUTIONS
Each Fund ordinarily declares dividends from its net investment income
daily and pays such dividends monthly. Each Fund also distributes annually
substantially all of its net investment income and capital gains, if any.
On or before the Closing Date, SLAM will declare as a dividend
substantially all of its taxable income and net realized capital gain, if
any, in order to maintain its tax status as a regulated investment company.
FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION
Each Fund has received an opinion of its counsel, Kirkpatrick & Lockhart
LLP, that the Reorganization will constitute a tax-free reorganization
within the meaning of section 368(a)(1)(C) of the United States Internal
Revenue Code of 1986, as amended (the Code). Accordingly, no gain or loss
will be recognized by the Funds or their shareholders as a result of the
Reorganization. Please see the section entitled "Federal Income Tax
Considerations" for more information.
As of its fiscal year ended November 30, 1995, SLAM had capital loss
carryforwards aggregating approximately $100,000. As of its fiscal year
ended March 31, 1995, Treasury had capital loss carryforwards aggregating
approximately $1,198,000. As a consequence of the Reorganization, Treasury
may be limited to using only a portion, if any, of the capital loss
carryforwards transferred by SLAM at the time of the Reorganization under
current federal tax law. There is no assurance that Treasury will be able
to realize sufficient capital gains to use its capital loss carryforwards
as well as a portion, if any, of SLAM's capital loss carryforwards, before
they expire.
COMPARISON OF PRINCIPAL RISK FACTORS
Because SLAM and Treasury are money market funds, each must comply with
federal regulatory requirements applicable to all money market funds
concerning the quality and maturity of its investments. Federal
regulations limit money market fund investments to high-quality securities
(those securities rated by at least two nationally recognized rating
services in accordance with applicable rules in one of the two highest
categories for short-term securities or by one rating service, if only one
has rated the security, or unrated securities deemed by FMR to be of
equivalent quality). The maturity (calculated according to applicable
regulations) of money market investments cannot exceed 397 days, and a
money market fund's dollar-weighted average maturity cannot exceed 90 days.
These requirements, coupled with each Fund's emphasis on high-quality U.S.
Government securities, mean that the Funds have substantially similar
levels of risk.
Each Fund pursues substantially the same investment objective and follows
similar investment policies (see "Investment Objectives and Policies" on
page 6). Treasury invests only in direct obligations of the U.S. Treasury
and repurchase agreements for these obligations. SLAM invests in
obligations issued or guaranteed as to principal and interest by the U.S.
Government (including U.S. Treasury obligations); obligations of U.S.
Government agencies and instrumentalities that are backed by the full faith
and credit of the U.S. Government (agency securities); and in repurchase
agreements for these obligations. Although no U.S. Government agency or
instrumentality has ever defaulted on its obligation to pay interest and
repay principal when due, agency securities are generally considered more
risky than U.S. Treasury obligations. Although not all agency securities
are government-backed, SLAM's policy of limiting its investment in agency
securities to those which are backed by the full faith and credit of the
U.S. Government minimizes the relatively greater risk associated with
agency securities.
Although each Fund seeks to maintain a stable $1.00 share price, each
Fund's investment income is based on the income earned on the securities it
holds, less expenses incurred. Thus, each Fund's investment income may be
expected to fluctuate in response to changes in such expenses or to changes
in interest rates, whichever affect income earned by the fund.
THE PROPOSED TRANSACTION
TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION BETWEEN
SLAM AND TREASURY
REORGANIZATION PLAN
The terms and conditions under which the proposed transaction may be
consummated are set forth in the Agreement. Significant provisions of the
Agreement are summarized below; however, this summary is qualified in its
entirety by reference to the Agreement, a copy of which is attached as
Exhibit I to this Proxy Statement.
The Agreement contemplates: (a) Treasury acquiring on the Closing Date all
of the assets of SLAM in exchange for Treasury Shares and the assumption by
Treasury of SLAM's liabilities; and (b) the distribution of Treasury Shares
to the shareholders of SLAM as provided for in the Agreement.
The assets of SLAM to be acquired by Treasury include all cash, cash
equivalents, securities, receivables (including interest or dividends
receivable), claims, choses in action, and other property owned by SLAM,
and any prepaid expenses shown as an asset on the books of SLAM on the
Closing Date. Treasury will assume from SLAM all liabilities, debts,
obligations, and duties of SLAM of whatever kind or nature, whether
absolute, accrued, contingent, or otherwise, whether or not arising in the
ordinary course of business, whether or not determinable on the Closing
Date, and whether or not specifically referred to in the Agreement;
provided, however, that SLAM will use its best efforts, to the extent
practicable, to discharge all of its known liabilities, debts and
obligations prior to the Closing Date. Treasury also will deliver to SLAM
Treasury Shares, which SLAM will then distribute to its shareholders so
that each SLAM shareholder will receive the number of full and fractional
Treasury Shares equal to the the number of full and fractional shares of
SLAM held by such shareholder on the Closing Date; SLAM will be liquidated
as soon as is practicable thereafter.
The value of SLAM's assets, the amount of SLAM's liabilities to be assumed
by Treasury, and the NAV of Treasury Shares will be determined as of the
close of business of each Fund on the Closing Date. Portfolio securities
will be valued on the basis of amortized cost. This method of valuation
involves valuing an instrument at its cost as adjusted for amortization of
premium or accretion of discount rather than its value based on current
market quotations or appropriate substitutes which reflect current market
conditions. If the Boards (The Board of Trustees of Fidelity Institutional
Investors Trust and the Board of Trustees of FICP) believe that a deviation
from a Fund's amortized cost per share may result in dilution or other
unfair results to shareholders, the Boards 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.
On the Closing Date, SLAM will liquidate and distribute pro rata to its
shareholders of record the Treasury Shares it received, so that each SLAM
shareholder will receive the number of full and fractional Treasury Shares
equal to the number of full and fractional shares in SLAM held by such
shareholder on the Closing Date. SLAM will be liquidated as soon as
practicable thereafter. Such liquidation and distribution will be
accomplished by transferring Treasury Shares then credited to the account
of SLAM to Treasury, opening accounts on the books of Treasury in the names
of SLAM shareholders and representing the respective number of Treasury
Shares due such shareholders. Fractional Treasury Shares will be rounded
to the third decimal place. Treasury will not issue certificates
representing its shares in connection with such exchange.
Accordingly, immediately after the Reorganization, each former SLAM
shareholder will own the number of Treasury Shares equal to the number of
shares in SLAM held by that shareholder immediately prior to the
Reorganization. The NAV per share of Treasury Class I will be unchanged by
the transaction. Thus, the Reorganization will not result in a dilution of
any shareholder interest.
Any transfer taxes payable upon issuance of Treasury Shares in a name
other than that of the registered holder of the shares on the books of SLAM
as of that time shall be paid by the person to whom such shares are to be
issued as a condition of such transfer. Any reporting responsibility of
SLAM is and will continue to be its responsibility up to and including the
Closing Date and such later date on which SLAM is liquidated.
Pursuant to its all-inclusive management fee arrangement with SLAM, FMR
will bear the cost of the Reorganization, including professional fees,
expenses associated with the filing of registration statements, and the
cost of soliciting proxies for the Meeting, which will consist principally
of the cost of printing and mailing prospectuses and proxy statements,
together with the cost of any supplementary solicitation.
The consummation of the Reorganization is subject to a number of
conditions set forth in the Agreement, some of which may be waived by a
Fund. In addition, the Agreement may be amended in any mutually agreeable
manner, except that no amendment that may have a materially adverse effect
on the shareholders' interests is permitted subsequent to the Meeting.

REASONS FOR THE REORGANIZATION
FMR recommended the Reorganization to the Boards at meetings of the Boards
on December 14, 1995. In recommending the Reorganization, FMR advised the
Boards that the Funds have generally compatible investment objectives and
policies, with the material differences noted, and that the Funds have
similar investment strategies, with the material differences noted.
In considering the Reorganization, the Boards weighed a number of factors,
including the following:
(1) The similarity and compatibility of the Funds' investment objective
and policies;
(2) The historical performance of the Funds;
(3) Each Fund's current asset level;
(4) Expected expense ratio of Treasury Shares after the Reorganization
relative to each Fund's current expense ratio;
(5) The costs to be incurred by each Fund as a result of the
Reorganization;
(6) The tax consequences of the Reorganization;
(7) Services available to shareholders before and after the
Reorganization; and
(8) Elimination of duplicative funds and benefit to FMR in the form of
increased operational efficiencies.
The Boards noted that, if the Reorganization is approved, SLAM
shareholders would no longer have the ability to exchange into other
Fidelity funds (other than funds with which Treasury Class I is offered)
and would no longer be able to effect transactions by check. However, the
Boards believe that these minor service reductions are outweighed by the
increased yield potential provided by Treasury Class I's lower expense
structure. On February 29, 1996, SLAM and Treasury Class I's 7-day yields
were 4.88% and 5.13%, respectively.
The Boards also considered that SLAM shareholders will receive Treasury
Shares equal to the number of their SLAM shares owned as of the Closing
Date. In addition, the Funds will receive an opinion of counsel that the
Reorganization will not result in any gain or loss for Federal income tax
purposes either to SLAM or Treasury or to the shareholders of either Fund.
The Boards considered the proposed Reorganization in the context of a
general goal of reducing the number of duplicative funds managed by FMR.
FMR advised the Boards that SLAM has higher total operating expenses than
Treasury Class I and has not been successful in attracting or retaining
assets and that Treasury's greater success was attributable to the broader
range of investors to which it is offered as well as its considerably lower
operating costs. While the reduction of duplicative funds and funds with
lower assets potentially would benefit FMR, it should benefit shareholders
as well by increasing operational efficiencies and, thereby, lowering
expenses. Of course, where, as in the case of Treasury Class I, FMR
voluntarily limits a fund's expenses, FMR may benefit from such expense
reductions as well.
Finally, the Boards determined that the Reorganization is in the best
interests of the shareholders of each Fund and that the Reorganization will
not result in a dilution of any shareholder's interests.

DESCRIPTION OF THE SECURITIES TO BE ISSUED
FICP is registered with the Securities and Exchange Commission (the
Commission) as an open-end management investment company. FICP's trustees
are authorized to issue an unlimited number of shares of beneficial
interest of separate series all with an NAV of $1.00. Treasury is one of
four series of FICP. FICP's Trustees have authorized the public offering
of three classes of shares of Treasury. Each share of a class represents
an equal and proportionate interest in Treasury with each other share of
that class. Each shareholder of Treasury Class I is entitled to one vote
per full share and fractional votes for fractional shares held with respect
to matters affecting Treasury Class I or the Fund as a whole. Shares of
Treasury have no preemptive or conversion rights. The voting and dividend
rights, the right of redemption, and the privilege of exchange are
described in Treasury Class I's Prospectus. Shares are fully paid and
nonassessable, except as set forth in Treasury Class I's Statement of
Additional Information under the heading "Shareholder and Trustee
Liability."
On the Closing Date, Treasury will have three classes of shares
outstanding: Class I, Class II, and Class III. Only Treasury Shares will
be issued to SLAM and distributed to its shareholders as part of the
Reorganization. Each Class represents interests in the same assets of the
Fund. The Classes differ as follows: (1) each Class has exclusive voting
rights on matters pertaining to any plan of distribution with respect to
that class; (2) Class II and Class III Shares bear ongoing distribution
expenses; and (3) each Class may bear differing amounts of certain
class-specific expenses. Each share of each class of Treasury is entitled
to participate equally in dividends and other distributions and in the
proceeds of any liquidation, except that dividends of each class may be
affected by the allocation of expenses to that class.
FICP does not hold annual meetings of shareholders. Normally there will
be no meetings of shareholders for the purpose of electing trustees unless
fewer than a majority of the trustees holding office have been elected by
shareholders, at which time the trustees then in office will call a
shareholder meeting for the election of trustees. Under the 1940 Act,
shareholders of record of at least two-thirds of the outstanding shares of
an investment company may remove a trustee by votes cast in person or by
proxy at a meeting called for that purpose. The trustees are required to
call a meeting of shareholders for the purpose of voting upon the question
of removal of any trustee when requested in writing to do so by the
shareholders of record holding at least 10% of the trust's outstanding
shares.
FEDERAL INCOME TAX CONSIDERATIONS
The exchange of SLAM's assets solely for Treasury Shares and Treasury's
assumption of the liabilities of SLAM is intended to qualify for federal
income tax purposes as a tax-free reorganization under section 368(a)(1)(C)
of the Code. With respect to the Reorganization, the participating Funds
have received an opinion from Kirkpatrick & Lockhart LLP, counsel to SLAM
and Treasury, substantially to the effect that:
(i) The acquisition by Treasury of all of the assets of SLAM in exchange
for Treasury Shares, and the assumption by Treasury of SLAM's liabilities,
followed by the distribution by SLAM of Treasury Shares to the shareholders
of SLAM pursuant to the liquidation of SLAM and constructively in exchange
for their SLAM shares, will constitute a reorganization within the meaning
under the section 368(a)(1)(C) of the Code, and SLAM and Treasury will each
be "a party to a reorganization" within the meaning of section 368(b) of
the Code;
(ii) No gain or loss will be recognized by SLAM upon the transfer of all
of its assets to Treasury in exchange for Treasury Shares and Treasury's
assumption of SLAM's liabilities, followed by SLAM's subsequent
distribution of the Treasury Shares to shareholders in liquidation of SLAM;
(iii) No gain or loss will be recognized by Treasury upon the receipt
of the assets of SLAM in exchange for Treasury Shares and its assumption of
SLAM's liabilities;
(iv) The shareholders of SLAM will recognize no gain or loss upon the
exchange of their SLAM shares solely for Treasury Shares;
(v) The basis of SLAM's assets in the hands of Treasury will be the same
as the basis of those assets in the hands of SLAM immediately prior to the
Reorganization, and the holding period of those assets in the hands of
Treasury will include the holding period of those assets in the hands of
SLAM;
(vi) The basis of SLAM shareholders in Treasury Shares will be the
same as their basis in SLAM shares to be constructively surrendered in
exchange therefor; and
(vii) The holding period of the Treasury Shares to be received by the
SLAM shareholders will include the period during which the SLAM shares to
be constructively surrendered in exchange therefor were held, provided such
SLAM shares were held as capital assets by those shareholders on the date
of the Reorganization.
SLAM shareholders should consult their tax advisers regarding the effect,
if any, of the proposed Reorganization in light of their individual
circumstances. Because the foregoing discussion only relates to the
federal income tax consequences of the Reorganization, SLAM shareholders
also should consult their tax advisers as to state and local tax
consequences, if any, of the Reorganization.
CAPITALIZATION
The following table shows the capitalization of the Funds as of February
29, 1996 (unaudited) and on a pro forma combined basis (unaudited) as of
that date giving effect to the Reorganization.
PRO FORMA
SLAM TREASURY COMBINED FUND

Net Assets $116,967,726 $9,017,411,987 $9,134,379,713

NAV Per Share $1.00 $1.00 $1.00

Shares Outstanding 117,031,692 9,018,161,569 9,135,193,261

Note: Currently, Treasury offers three classes of shares; SLAM offers one
class. Shares of SLAM will be ex- changed only for Treasury Shares.
CONCLUSION
The Agreement and the transactions provided for therein were approved by
the Boards at a meeting held on December 14, 1995. The Boards determined
that the proposed Reorganization is in the best interests of shareholders
of each Fund and that the interests of existing shareholders of SLAM and
Treasury would not be diluted as a result of the Reorganization. In the
event that the Reorganization is not consummated, SLAM will continue to
engage in business as a fund of a registered investment company and the
Board of Fidelity Institutional Investors Trust will consider other
proposals for the reorganization or liquidation of the Fund.

ADDITIONAL INFORMATION ABOUT TREASURY CLASS I
The table below provides condensed information concerning income and
capital changes for one Treasury Share for the periods shown, including the
unaudited six-month period ended September 30, 1995. This information from
the Fund's commencement of operations through fiscal 1995 is supplemented
by the financial statements and accompanying notes appearing in Treasury
Class I's Annual Report to Shareholders for the fiscal year ended March 31,
1995, which are incorporated herein by reference into the Statement of
Additional Information. The financial statements and notes and the
financial information from the Fund's commencement of operations through
fiscal 1995 have been audited by Price Waterhouse LLP, independent
certified public accountants (Price), whose report thereon is included in
the Annual Report to Shareholders and may be obtained by shareholders.
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.Selected
Per-Share Six Months
Data Ended
September 30,

2.Years
ended
March 31 1995 1995 1994 1993 1992 1991 1990 1989 1988 1987A

3. (Unaudited)

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

5.Income from
Investment Operations

6. Net interest
income .029 .047 .030 .034 .053 .076 .088 .078 .064 .009

7.Less Distributions

8. From net
interest (.029) (.047) (.030) (.034) (.053) (.076) (.088) (.078) (.064) (.009)
income

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

10.Total
return B 2.94% 4.78 3.06 3.46 5.41 7.87 9.13 8.11 6.60 .93%
% % % % % % % %

11.RATIOS AND SUPPLEMENTAL DATA

12.Net assets,
end of $ 4,848,890 $ 4,688,1 $ 4,551,9 $ 5,589,6 $ 5,476,8 $ 3,281,6 $ 1,481,3 $ 658,06 $ 379,50 $ 26,314
period (000
omitted) 98 18 63 52 86 24 8 1

13.Ratio of
expenses to .19%C .18 .18 .18 .18 .18 .19 .20 .20 .20%
average net
assets % % % % % % % % C

14.Ratio of
expenses
to .24%C .25 .24 .23 .25 .25 .27 .26 .32 .99%
average net
assets % % % % % % % % C
before expense
reductions

15.Ratio of net
interest 5.81%C 4.71 3.01 3.38 5.12 7.50 8.63 7.92 6.46 6.11%
income to average net % % % % % % % % C
assets

</TABLE>

A FEBRUARY 2, 1987 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1987
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C ANNUALIZED
MISCELLANEOUS
AVAILABLE INFORMATION. Fidelity Institutional Investors Trust and FICP are
subject to the informational requirements of the Securities Exchange Act of
1934 and the 1940 Act, and in accordance therewith file reports, proxy
material, and other information with the Commission. Such reports, proxy
material, and other information can be inspected and copied at the Public
Reference Room maintained by the Commission at 450 Fifth Street, N.W.,
Washington D.C. 20549. Copies of such material can also be obtained from
the Public Reference Branch, Office of Consumer Affairs and Information
Services, Securities and Exchange Commission, Washington D.C. 20549, at
prescribed rates.
LEGAL MATTERS. Certain legal matters in connection with the issuance of
Treasury Shares will be passed upon by Kirkpatrick & Lockhart LLP, counsel
to the trusts.
EXPERTS. The audited financial statements of Treasury (formerly Treasury
II), incorporated by reference into Treasury Class I's Statement of
Additional Information, have been examined by Price, whose report thereon
is included in the Fund's Annual Report to Shareholders for the fiscal year
ended March 31, 1995. The audited financial statements of SLAM,
incorporated by reference into SLAM's Statement of Additional Information,
have been examined by Coopers & Lybrand L.L.P., independent accountants
(Coopers), whose report thereon is included in the Fund's Annual Report to
Shareholders for the fiscal year ended November 30, 1995. Unaudited
financial statements for Treasury Class I for the six-month period ended
September 30, 1995 are also incorporated by reference. The financial
statements audited by Price and Coopers have been incorporated herein by
reference in reliance on their reports given on their authority as experts
in auditing and accounting.

Exhibit I
FORM OF AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
THIS AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION (the Agreement)
is made as of the 22nd day of April, 1996 by and among Fidelity
Institutional Investors Trust, a Delaware business trust, on behalf of
State and Local Asset Management Series: Government Money Market Portfolio
(SLAM), a series of Fidelity Institutional Investors Trust and Fidelity
Institutional Cash Portfolios (FICP), a Delaware business trust, on behalf
of Treasury, a series of FICP. Fidelity Institutional Investors Trust and
FICP may be referred to herein collectively as the "Trusts" or each
individually as a "Trust." Treasury and SLAM may be referred to herein
collectively as the "Funds" or each individually as the "Fund."
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of section 368(a)(1)(C) of the United
States Internal Revenue Code of 1986, as amended (the Code). The
reorganization will comprise of: (a) the transfer of all of the assets of
SLAM to Treasury in exchange solely for Treasury Class I Shares of
beneficial interest (the Treasury Shares) and the assumption by Treasury of
SLAM's liabilities; and (b) the constructive distribution of the Treasury
Shares by SLAM to SLAM shareholders in complete liquidation and termination
of SLAM in exchange for all of SLAM's outstanding shares. SLAM shall
receive Treasury Shares equal to the number of full and fractional shares
in SLAM then outstanding, which SLAM shall then distribute to its
shareholders. The foregoing transactions are referred to herein as the
"Reorganization."
In consideration of the mutual promises and subject to the terms and
conditions herein, the parties covenant and agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF SLAM. SLAM represents and warrants
to and agrees with Treasury that:
(a) SLAM is a series of Fidelity Institutional Investors Trust, a business
trust duly organized, validly existing, and in good standing under the laws
of the State of Delaware, and has the power to own all of its properties
and assets and to carry out its obligations under this Agreement. It has
all necessary federal, state, and local authorizations to carry on its
business as now being conducted and to carry out this Agreement;
(b) Fidelity Institutional Investors Trust is an open-end, management
investment company duly registered under the Investment Company Act of
1940, as amended (the 1940 Act), and such registration is in full force and
effect;
(c) The Prospectus and Statement of Additional Information of SLAM dated
January 19, 1996, previously furnished to Treasury, did not and does not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of SLAM, threatened against SLAM which assert
liability on the part of SLAM. SLAM knows of no facts which might form the
basis for the institution of such proceedings;
(e) SLAM is not in, and the execution, delivery, and performance of this
Agreement will not result in, violation of any provision of its Trust
Instrument or By-laws, or, to the knowledge of SLAM, of any agreement,
indenture, instrument, contract, lease, or other undertaking to which SLAM
is a party or by which SLAM is bound or result in the acceleration of any
obligation or the imposition of any penalty under any agreement, judgment
or decree to which SLAM is a party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of Operations,
the Statement of Changes in Net Assets, Per-Share Data and Ratios, and the
Schedule of Investments (including market values) of SLAM at November 30,
1995, have been audited by Coopers & Lybrand L.L.P., independent
accountants, and have been furnished to Treasury. Unaudited financial
statements and the Schedule of Investments (including market values) for
the six-month period ended May 31, 1996 shall be furnished to Treasury
promptly following the availability of such documents. Said Statements of
Assets and Liabilities and Schedules of Investments fairly present, or will
present, the Fund's financial position as of such dates and said Statement
of Operations and Changes in Net Assets fairly reflect, or will reflect,
its results of operations and changes in financial position for the periods
covered thereby in conformity with generally accepted accounting principles
consistently applied;
(g) SLAM has no known liabilities of a material nature, contingent or
otherwise, other than those shown as belonging to it on its Statement of
Assets and Liabilities and those incurred in the ordinary course of
business as an investment company as of November 30, 1995;
(h) The registration statement (Registration Statement) filed with the
Securities and Exchange Commission (Commission) by Treasury on Form N-14
relating to the Treasury Shares issuable hereunder and the proxy statement
of SLAM included therein (Proxy Statement), on the effective date of the
Registration Statement and insofar as they relate to SLAM (i) will comply
in all material respects with the provisions of the Securities Act of 1933,
as amended (the 1933 Act), the Securities Exchange Act of 1934, as amended
(the 1934 Act), and the 1940 Act, and the rules and regulations thereunder,
and (ii) will not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; and at the time of the shareholders'
meeting referred to in Section 7 and on the Closing Date (as defined in
Section 6), the prospectus contained in the Registration Statement of which
the Proxy Statement is a part (the Prospectus), as amended or supplemented,
insofar as it relates to SLAM, will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(i) All material contracts and commitments of SLAM (other than this
Agreement) will be terminated without liability to SLAM prior to the
Closing Date (other than those made in connection with redemptions of
shares and the purchase and sale of portfolio securities made in the
ordinary course of business);
(j) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by SLAM of the
transactions contemplated by this Agreement, except such as have been
obtained under the 1933 Act, the 1934 Act, the 1940 Act, and state
securities or blue sky laws (which term as used herein shall include the
securities laws of the District of Columbia and Puerto Rico);
(k) SLAM has filed or will file all federal and state tax returns which, to
the knowledge of SLAM's officers, are required to be filed by SLAM and has
paid or will pay all federal and state taxes shown to be due on said
returns or provision shall have been made for the payment thereof, and, to
the best of SLAM's knowledge, no such return is currently under audit and
no assessment has been asserted with respect to such returns;
(l) SLAM has met the requirements of Subchapter M of the Code for
qualification and treatment as a regulated investment company for all prior
taxable years and intends to meet such requirements for its current taxable
year ending on the Closing Date (as defined in section 6);
(m) All of the issued and outstanding shares of SLAM are, and at the
Closing Date, will be duly and validly issued and outstanding and fully
paid and nonassessable as a matter of Delaware law and have been offered
for sale in conformity with all applicable federal securities laws. All of
the outstanding shares of SLAM will, at the Closing Date, be held by the
persons and in the amounts set forth in the list of shareholders submitted
to Treasury in accordance with this Agreement;
(n) At the Closing Date, SLAM will have the full right, power, and
authority to sell, assign, transfer, and deliver its portfolio securities
and any other assets of SLAM to be transferred to Treasury pursuant to this
Agreement. At the Closing Date, subject only to the delivery of SLAM's
portfolio securities and any such other assets as contemplated by this
Agreement, Treasury will acquire SLAM's portfolio securities and any such
other assets subject to no encumbrances, liens, or security interests
(except for those that may arise in the ordinary course and are disclosed
to Treasury) and without any restrictions upon the transfer thereof; and
(o) The execution, performance, and delivery of this Agreement will have
been duly authorized prior to the Closing Date by all necessary corporate
action on the part of SLAM, and this Agreement constitutes a valid and
binding obligation of SLAM enforceable in accordance with its terms,
subject to shareholder approval.
2. REPRESENTATIONS AND WARRANTIES OF TREASURY. Treasury represents and
warrants to and agrees with SLAM that:
(a) Treasury is a series of FICP, a business trust duly organized, validly
existing, and in good standing under the laws of the State of Delaware, and
has the power to own all of its properties and assets and to carry out its
obligations under this Agreement. It has all necessary federal, state, and
local authorizations to carry on its business as now being conducted and to
carry out this Agreement;
(b) FICP is an open-end, management investment company duly registered
under the 1940 Act, and such registration is in full force and effect;
(c) The Prospectus and Statement of Additional Information of Treasury
Class I, dated November 1, 1995, previously furnished to SLAM did not and
does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Treasury, threatened against Treasury which
assert liability on the part of Treasury. Treasury knows of no facts which
might form the basis for the institution of such proceedings;
(e) Treasury is not in, and the execution, delivery, and performance of
this Agreement will not result in, violation of any provision of its Trust
Instrument or By-laws, or, to the knowledge of Treasury, of any agreement,
indenture, instrument, contract, lease, or other undertaking to which
Treasury is a party or by which Treasury is bound or result in the
acceleration of any obligation or the imposition of any penalty under any
agreement, judgment, or decree to which Treasury is a party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of Operations,
the Statement of Changes in Net Assets, Per-Share Data and Ratios, and the
Schedule of Investments (including market values) of Treasury Class I at
March 31, 1995, have been audited by Price Waterhouse LLP, independent
accountants, and have been furnished to SLAM together with such unaudited
financial statements and Schedule of Investments (including market values)
for the six-month period ended September 30, 1995. Said Statements of
Assets and Liabilities and Schedules of Investments fairly present its
financial position as of such dates and said Statement of Operations and
Changes in Net Assets fairly reflect its results of operations and changes
in financial position for the periods covered thereby in conformity with
generally accepted accounting principles consistently applied;
(g) Treasury has no known liabilities of a material nature, contingent or
otherwise, other than those shown as belonging to it on its Statement of
Assets and Liabilities and those incurred in the ordinary course of
business as an investment company as of September 30, 1995;
(h) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Treasury of the
transactions contemplated by this Agreement, except such as have been
obtained under the 1933 Act, the 1934 Act, the 1940 Act, and state
securities or blue sky laws (which term as used herein shall include the
securities laws of the District of Columbia and Puerto Rico);
(i) Treasury has filed or will file all federal and state tax returns
which, to the knowledge of Treasury's officers, are required to be filed by
Treasury and has paid or will pay all federal and state taxes shown to be
due on said returns or provision shall have been made for the payment
thereof, and, to the best of Treasury's knowledge, no such return is
currently under audit and no assessment has been asserted with respect to
such returns;
(j) Treasury has met the requirements of Subchapter M of the Code for
qualification and treatment as a regulated investment company for all prior
taxable years and intends to meet such requirements for its current taxable
year;
(k) By the Closing Date, the Treasury Shares to be issued to SLAM will
have been duly authorized and, when issued and delivered pursuant to this
Agreement, will be legally and validly issued and will be fully paid and
nonassessable by Treasury, and no shareholder of Treasury Class I will have
any preemptive right of subscription or purchase in respect thereof;
(l) The execution, performance, and delivery of this Agreement will have
been duly authorized prior to the Closing Date by all necessary corporate
action on the part of Treasury, and this Agreement constitutes a valid and
binding obligation of Treasury enforceable in accordance with its terms,
subject to approval by the shareholders of SLAM;
(m) The Registration Statement and the Proxy Statement, on the effective
date of the Registration Statement and insofar as they relate to Treasury,
(i) will comply in all material respects with the provisions of the 1933
Act, the 1934 Act, and the 1940 Act, and the rules and regulations
thereunder, and (ii) will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and at the time of
the shareholders' meeting referred to in Section 7 and on the Closing Date
(as defined in section 6), the Prospectus, as amended or supplemented,
insofar as it relates to Treasury, will not contain any untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(n) The issuance of the Treasury Shares pursuant to this Agreement will be
in compliance with all applicable federal securities laws; and
(o) All of the issued and outstanding Treasury Shares have been offered
for sale and sold in conformity with the federal securities laws.
3. REORGANIZATION.
(a) Subject to the requisite approval of the shareholders of SLAM and to
the other terms and conditions contained herein, SLAM agrees to assign,
sell, convey, transfer, and deliver to Treasury on the Closing Date (as
defined in Section 6) all of the assets of SLAM (as set forth in section
3(b)) existing on the Closing Date. Treasury agrees in exchange therefor:
(i) to assume all of SLAM's liabilities, described in section 3(c),
existing on the Closing Date, whether or not determinable on the Closing
Date, and (ii) to issue and deliver to SLAM the number of Treasury Shares
equal in value (calculated in the manner and as of the time set forth in
sections 4(d) and 4(a)) to the net asset value per share of SLAM
(calculated in the manner and as of the time set forth in sections 4(b) and
4(a)).
(b) The assets of SLAM to be acquired by Treasury shall include, without
limitation, all cash, cash equivalents, securities, receivables (including
interest or dividends receivable), claims, choses in action, and other
property owned by SLAM, and any deferred or prepaid expenses shown as an
asset on the books of SLAM on the Closing Date. SLAM will pay or cause to
be paid to Treasury any dividend or interest payments received by it on or
after the Closing Date with respect to the assets transferred to Treasury
hereunder, and Treasury will retain any dividend or interest payments
received by it after the Valuation Time (as defined in Section 4) with
respect to the assets transferred hereunder without regard to the payment
date thereof.
(c) The liabilities of SLAM to be assumed by Treasury shall include
(except as otherwise provided for herein) all of SLAM's liabilities, debts,
obligations, and duties, of whatever kind or nature, whether absolute,
accrued, contingent, or otherwise, arising in the ordinary course of
business, whether or not determinable on the Closing Date, and whether or
not specifically referred to in this Agreement. Notwithstanding the
foregoing, SLAM agrees to use its best efforts to discharge all of its
known liabilities prior to the Closing Date.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable (the Liquidation Date), SLAM will constructively
distribute pro rata to its shareholders of record, determined as of the
Valuation Time on the Closing Date, the Treasury Shares in exchange for
such shareholders' shares of beneficial interest in SLAM, and SLAM will
then be liquidated in accordance with the Trust Instrument of Fidelity
Institutional Investors Trust. Such distribution shall be accomplished by
the Funds' transfer agent opening accounts on transfer books for the
Treasury Shares in the names of the SLAM shareholders and transferring the
Treasury Shares thereto. Each SLAM shareholder's account shall be credited
with the respective number of full and fractional (rounded to the third
decimal place) Treasury Shares due that shareholder. All outstanding SLAM
shares, including any represented by certificates, shall simultaneously be
canceled on SLAM's share transfer records. Treasury shall not issue
certificates representing Treasury Shares in connection with the
Reorganization.
(e) Any reporting responsibility of SLAM is and shall remain its
responsibility up to and including the date on which it is terminated.
(f) Any transfer taxes payable upon issuance of the Treasury Shares in a
name other than that of the registered holder on SLAM's books of the SLAM
shares constructively exchanged for the Treasury Shares shall be paid by
the person to whom such Treasury Shares are to be issued, as a condition of
such transfer.
4. VALUATION.
(a) The Valuation Time shall be 5:00 p.m. Eastern time on the Closing Date
(as defined in section 6) (the Valuation Time).
(b) On the Closing Date, Treasury will deliver to SLAM the number of full
and fractional Treasury Shares having an aggregate net asset value equal to
the net asset value per share of SLAM multiplied by the number of shares of
SLAM then outstanding, determined as provided in this section 4.
(c) The net asset value of the Treasury Shares to be delivered to SLAM,
the value of the assets of SLAM transferred hereunder, and the value of the
liabilities of SLAM to be assumed hereunder shall in each case be
determined as of the Valuation Time.
(d) The net asset value per share of the Treasury Shares shall be computed
in the manner set forth in the then-current Treasury Class I Prospectus and
Statement of Additional Information, and the value of the assets of SLAM as
well as its net asset value per share shall be computed in the manner set
forth in the then-current SLAM Prospectus and Statement of Additional
Information.
(e) All computations pursuant to this Section shall be made by or under
the direction of Fidelity Service Co., a division of FMR Corp., in
accordance with its regular practice as pricing agent for SLAM and
Treasury.
5. FEES; EXPENSES.
(a) Pursuant to SLAM's management contract with Fidelity Management &
Research Company (FMR), FMR will pay all fees and expenses, including
legal, accounting, printing, filing, and proxy solicitation expenses,
portfolio transfer taxes (if any), or other similar expenses incurred in
connection with the transactions contemplated by this Agreement (but not
including costs incurred in connection with the purchase or sale of
portfolio securities).
(b) Each of Treasury and SLAM represents that there is no person who has
dealt with it who by reason of such dealings is entitled to any broker's or
finder's or other similar fee or commission arising out of the transactions
contemplated by this Agreement.
6. CLOSING DATE
(a) The Reorganization, together with related acts necessary to consummate
the same, unless otherwise provided herein, shall occur at the principal
office of the Trusts, 82 Devonshire Street, Boston, Massachusetts, at the
Valuation Time on July 31, 1996 (Closing Date), or at some other time,
date, and place agreed to by SLAM and Treasury.
(b) In the event that on the Closing Date: (i) the Federal Reserve Bank
of New York is closed, (b) the market for government securities is closed
to trading or trading thereon is restricted, or (ii) trading or the
reporting of trading on said market or elsewhere is disrupted so that
accurate appraisal of the value of the total net assets of SLAM and
Treasury is impracticable, the Closing Date shall be postponed until the
first business day after the day when such trading shall have been fully
resumed and such reporting shall have been restored, or such other date as
the parties may agree.
7. SHAREHOLDER MEETING AND TERMINATION OF SLAM
(a) SLAM agrees to call a meeting of its shareholders to be held after the
effective date of the Registration Statement, to consider transferring its
assets to Treasury as herein provided, adopting this Agreement, and
authorizing the liquidation of SLAM.
(b) SLAM agrees that as soon as reasonably practicable after the
distribution of the Treasury Shares, SLAM shall be terminated as a series
of Fidelity Institutional Investors Trust pursuant to its Trust Instrument,
any further actions shall be taken in connection therewith as required by
applicable law, and on and after the Closing Date, SLAM shall not conduct
any business except in connection with its liquidation and termination.
8. CONDITIONS TO OBLIGATIONS OF TREASURY. The obligations of Treasury
hereunder shall be subject to the following conditions:
(a) That SLAM furnishes to Treasury a statement, dated as of the Closing
Date, signed by the Treasurer or Assistant Treasurer of SLAM, certifying
that as of the Valuation Time on the Closing Date all representations and
warranties of SLAM made in this Agreement are true and correct in all
material respects and that SLAM has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at or
prior to such date;
(b) That SLAM, on or prior to the Closing Date, furnishes Treasury with
copies of the resolutions, certified by an officer of Fidelity
Institutional Investors Trust, evidencing the adoption of this Agreement
and the approval of the transactions contemplated herein by the requisite
vote of the holders of the outstanding shares of beneficial interest of
SLAM;

(c) That, on or prior to the Closing Date, SLAM will declare one or more
dividends or distributions which, together with all previous such dividends
or distributions, shall have the effect of distributing to the shareholders
of SLAM substantially all of SLAM's investment company taxable income and
its net realized capital gain, if any, as of the Closing Date;
(d) That SLAM shall deliver to Treasury, at the Closing, a Statement of
Assets and Liabilities, together with a list of its portfolio securities
showing each such security's adjusted tax basis and holding period by lot,
with values determined as provided in Section 4 of this Agreement, all as
of the Valuation Time, certified on SLAM's behalf by its Treasurer or
Assistant Treasurer;
(e) That SLAM's custodian shall deliver to Treasury a certificate
identifying the assets of SLAM held by such custodian as of the Valuation
Time on the Closing Date and stating that at the Valuation Time: (i) the
assets held by the custodian will be transferred to Treasury; (ii) SLAM's
assets have been duly endorsed in proper form for transfer in such
condition as to constitute good delivery thereof; and (iii) to the best of
the custodian's knowledge, all necessary taxes in conjunction with the
delivery of the assets, including all applicable federal and state stock
transfer stamps, if any, have been paid or provision for payment has been
made;
(f) That SLAM's transfer agent shall deliver to Treasury at the Closing a
certificate setting forth the number of shares of SLAM outstanding as of
the Valuation Time and the name and address of each holder of record of any
such shares and the number of shares held of record by each such
shareholder;
(g) That SLAM calls a meeting of its shareholders to be held after the
effective date of the Registration Statement, to consider transferring its
assets to Treasury as herein provided, adopting this Agreement, and
authorizing the liquidation and termination of SLAM;
(h) That SLAM delivers to Treasury a certificate of an officer, dated the
Closing Date, that there has been no material adverse change in SLAM's
financial position since November 30, 1995, other than changes in the
market value of its portfolio securities, or changes due to net redemptions
of its shares, dividends or other distributions paid, or losses from
operations; and
(i) That all of the outstanding shares of beneficial interest of SLAM
shall have been offered for sale and sold in conformity with all applicable
state securities laws, and, to the extent that any audit of the records of
SLAM or its transfer agent by Treasury or its agents shall have revealed
otherwise, SLAM shall have taken all actions that in the opinion of
Treasury are necessary to remedy any prior failure on the part of SLAM to
have offered for sale and sold such shares in conformity with such laws.
9. CONDITIONS TO OBLIGATIONS OF SLAM.
(a) That Treasury shall have executed and delivered to SLAM an Assumption
of Liabilities, certified by an officer of FICP, dated as of the Closing
Date pursuant to which Treasury will assume all of the liabilities of SLAM
existing on the Closing Date in connection with the transactions
contemplated by this Agreement;
(b) That Treasury furnishes to SLAM a statement, dated as of the Closing
Date, signed by the Treasurer or Assistant Treasurer of Treasury,
certifying that, as of the Valuation Time and the Closing Date, all
representations and warranties of Treasury made in this Agreement are true
and correct in all material respects, and Treasury has complied with all
the agreements and satisfied all the conditions on its part to be performed
or satisfied at or prior to such dates; and
(c) That SLAM shall have received an opinion of Kirkpatrick & Lockhart
LLP, counsel to SLAM and Treasury, to the effect that the Treasury Shares
are duly authorized and, upon delivery to SLAM as provided in this
Agreement, will be validly issued and fully paid and nonassessable by
Treasury and no shareholder of Treasury Class I has any preemptive right of
subscription or purchase in respect thereof.
10. CONDITIONS TO OBLIGATIONS OF TREASURY AND SLAM.
(a) That this Agreement shall have been adopted and the transactions
contemplated herein shall have been approved by the requisite vote of the
holders of the outstanding shares of beneficial interest of SLAM;
(b) That all consents of other parties and all other consents, orders, and
permits of federal, state, and local regulatory authorities (including
those of the Commission and of state Blue Sky and securities authorities,
including "no action" positions of such federal or state authorities)
deemed necessary by Treasury or SLAM to permit consummation, in all
material respects, of the transactions contemplated hereby shall have been
obtained, except where failure to obtain any such consent, order, or permit
would not involve a risk of a material adverse effect on the assets or
properties of Treasury or SLAM, provided that either party hereto may for
itself waive any of such conditions;
(c) That all proceedings taken by either Fund in connection with the
transactions contemplated by this Agreement and all documents incidental
thereto shall be satisfactory in form and substance to it and its counsel,
Kirkpatrick & Lockhart LLP;
(d) That there shall not be any material litigation pending with respect
to the matters contemplated by this Agreement;
(e) That the Registration Statement shall have become effective under the
1933 Act, and no stop order suspending such effectiveness shall have been
instituted or, to the knowledge of Treasury or SLAM, threatened by the
Commission; and
(f) That Treasury and SLAM shall have received an opinion of Kirkpatrick &
Lockhart LLP satisfactory to Treasury and SLAM for federal income tax
purposes:
(i) The Reorganization will be a reorganization under section
368(a)(1)(C) of the Code, and SLAM and Treasury will each be parties to the
reorganization under section 368(b) of the Code;
(ii) No gain or loss will be recognized by SLAM upon the transfer of all
of its assets to Treasury in exchange solely for the Treasury Shares and
Treasury's assumption of SLAM's liabilities followed by the distribution of
those Treasury Shares to the shareholders of SLAM;
(iii) No gain or loss will be recognized by Treasury on the receipt of
SLAM's assets in exchange solely for the Treasury Shares and the assumption
of SLAM's liabilities;
(iv) The basis of SLAM's assets in the hands of Treasury will be the same
as the basis of such assets in SLAM's hands immediately prior to the
Reorganization;
(v) Treasury's holding period in the assets to be received from SLAM will
include SLAM's holding period in such assets;
(vi) A SLAM shareholder will recognize no gain or loss in the exchange of
his or her shares of beneficial interest in SLAM solely for the Treasury
Shares;
(vii) A SLAM shareholder's basis in the Treasury Shares to be received by
him or her will be the same as his or her basis in the SLAM shares
exchanged solely therefor;
(viii) A SLAM shareholder's holding period for his or her Treasury Shares
will be determined by including the period for which he or she held the
SLAM shares exchanged therefor, provided that those SLAM shares were held
as capital assets on the date of the Reorganization.

Notwithstanding anything herein to the contrary, neither of SLAM nor
Treasury may waive the conditions set forth in this subsection 10(f).
11. COVENANTS OF TREASURY AND SLAM.
(a) Treasury and SLAM each covenants to operate its respective business in
the ordinary course between the date hereof and the Closing Date, it being
understood that such ordinary course of business will include the payment
of customary dividends and distributions;
(b) SLAM covenants that it is not acquiring the Treasury Shares for the
purpose of making any distribution other than in accordance with the terms
of this Agreement;
(c) SLAM covenants that it will assist Treasury in obtaining such
information as Treasury reasonably requests concerning the beneficial
ownership of SLAM's shares; and
(d) SLAM covenants that its liquidation and termination will be effected
in the manner provided in its Trust Instrument in accordance with
applicable law and after the Closing Date, SLAM will not conduct any
business except in connection with its liquidation and termination.
12. TERMINATION; WAIVER.
Treasury and SLAM may terminate this Agreement by mutual agreement. In
addition, either Treasury or SLAM may at its option terminate this
Agreement at or prior to the Closing Date because:
(i) of a material breach by the other of any representation, warranty, or
agreement contained herein to be performed at or prior to the Closing Date;
or
(ii) a condition herein expressed to be precedent to the obligations of
the terminating party has not been met and it reasonably appears that it
will not or cannot be met.
In the event of any such termination, there shall be no liability for
damages on the part of SLAM or Treasury, or their respective Trustees or
officers.
13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.
(a) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the subject matter hereof,
constitutes the only understanding with respect to such subject matter, may
not be changed except by a letter of agreement signed by each party hereto,
and shall be construed in accordance with and governed by the laws of the
State of Delaware.
(b) This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the respective
President, any Vice President, or Treasurer of Treasury or SLAM; provided,
however, that following the shareholders' meeting called by SLAM pursuant
to Section 7 of this Agreement, no such amendment may have the effect of
changing the provisions for determining the number of Treasury Shares to be
paid to SLAM shareholders under this Agreement to the detriment of such
shareholders without their further approval.
(c) Either Fund may waive any condition to its obligations hereunder,
provided that such waiver does not have any material adverse effect on the
interests of such Fund's shareholders.
The representations, warranties, and covenants contained in the Agreement,
or in any document delivered pursuant hereto or in connection herewith,
shall survive the consummation of the transactions contemplated hereunder.

14. TRUST INSTRUMENTS.
A copy of the Trust Instrument of each Fund is on file with the Secretary
of the State of Delaware, and notice is hereby given that this instrument
is executed on behalf of the Trustees of each Fund as trustees and not
individually and that the obligations of each Fund under this instrument
are not binding upon any of such Fund's Trustees, officers, or shareholders
individually but are binding only upon the assets and property of such
Fund. Each Fund agrees that its obligations hereunder apply only to such
Fund and not to its shareholders individually or to the Trustees of such
Fund.
15. ASSIGNMENT.
This Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns, but no assignment or transfer
of any rights or obligations hereunder shall be made by any party without
the written consent of the other parties. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any
person, firm, or corporation other than the parties hereto and their
respective successors and assigns any rights or remedies under or by reason
of this Agreement.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by an appropriate officer.
SIGNATURE LINES OMITTED

FIDELITY INSTITUTIONAL
MONEY MARKET
FUNDS - CLASS I
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a copy of
the applicable fund's most recent financial report and portfolio listing or
a copy of the Statement of Additional Information (SAI) dated November 1,
1995. The SAI has been filed with the Securities and Exchange Commission
(SEC) and is incorporated herein by reference (legally forms a part of the
prospectus). For a free copy of either document, contact your financial
institution, or call Fidelity Client Services at 1-800-843-3001.
INVESTMENTS IN THE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT A FUND WILL MAINTAIN A
STABLE $1.00 SHARE PRICE.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED BY, ANY
DEPOSITORY INSTITUTION. SHARES ARE NOT
INSURED BY THE FDIC, THE FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT
TO INVESTMENT RISK, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.

LIKE ALL MUTUAL FUNDS, THESE
SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
IMMI-pro-1195
FIDELITY INSTITUTIONAL CASH PORTFOLIOS (FICP):
Treasury (formerly Treasury II)
Government
Domestic
Money Market
DAILY MONEY FUND (DMF):
Treasury Only
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS (FITECP):
Tax-Exempt
FIDELITY MONEY MARKET TRUST (FMMT):
Rated Money Market (formerly Domestic Money Market Portfolio)
PROSPECTUS
NOVEMBER 1, 1995
(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA 02109
CONTENTS

<TABLE>
<CAPTION>
<S> <C> <C>
KEY FACTS WHO MAY WANT TO INVEST

EXPENSES Class I's yearly operating expenses.

FINANCIAL HIGHLIGHTS A summary of each fund's
financial data.

PERFORMANCE

THE FUNDS IN DETAIL CHARTER How each fund is organized.

INVESTMENT PRINCIPLES AND RISKS Each fund's
overall approach to investing.

BREAKDOWN OF EXPENSES How operating costs
are calculated and what they include.

YOUR ACCOUNT HOW TO BUY SHARES Opening an account and
making additional investments.

HOW TO SELL SHARES Taking money out and closing
your account.

INVESTOR SERVICES Services to help you manage
your account.

SHAREHOLDER AND ACCOUNT POLICIES DIVIDENDS, CAPITAL GAINS, AND TAXES

TRANSACTION DETAILS Share price calculations and
the timing of purchases and redemptions.

EXCHANGE RESTRICTIONS

</TABLE>

KEY FACTS

WHO MAY WANT TO INVEST
Each fund offers institutional and corporate investors a convenient and
economical way to invest in a professionally managed portfolio of money
market instruments.
Each fund is designed for investors who would like to earn current income
while preserving the value of their investment.
The rate of income will vary from day to day, generally reflecting
short-term interest rates.
Each fund is managed to keep its share price stable at $1.00. Each of
Treasury Only, Treasury, and Government offers an added measure of safety
with its focus on U.S. Government securities.
None of the funds constitutes a balanced investment plan. However, because
they emphasize stability, they could be well-suited for a portion of your
investment.
Each fund is composed of multiple classes of shares. Each class of a fund
has a common investment objective and investment portfolio. Class I shares
do not have a sales charge and do not pay a distribution fee. Class II
shares do not have a sales charge, but do pay a 0.15% distribution fee.
Class III shares do not have a sales charge, but do pay a 0.25%
distribution fee. Because Class I shares have no sales charge and do not
pay a distribution fee, Class I shares are expected to have a higher total
return than Class II and Class III shares. You may obtain more information
about Class II and Class III shares, which are not offered through this
prospectus, from your financial institution, or by calling Fidelity Client
Services at 1-800-843-3001. Contact your financial institution to discuss
which class is appropriate for you.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
Class I shares of a fund.
Maximum sales charge on purchases and None
reinvested distributions

Maximum deferred sales None
charge

Redemption fee None

Exchange fee None

ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each fund
pays a management fee to Fidelity Management & Research Company (FMR). FMR
is responsible for the payment of all other expenses of Treasury Only and
Rated Money Market with certain limited exceptions. Each fund, other than
Treasury Only and Rated Money Market, also incurs other expenses for
services such as maintaining shareholder records and furnishing shareholder
statements and financial reports.
Class I's expenses are factored into its share price or dividends and are
not charged directly to shareholder accounts (see "Breakdown of Expenses"
on page ).
The following are projections based on estimated or historical expenses of
Class I of each fund and are calculated as a percentage of average net
assets of Class I of each fund.
Class I Operating Expenses

TREASURY Management fee 0.15%
A

12b-1 fee (Distribution fee) None

Other expenses 0.05
%

Total operating expenses 0.20%
A

GOVERNMENT Management fee 0.16%
A

12b-1 fee (Distribution fee) None

Other expenses 0.04
%

Total operating expenses 0.20%
A

A AFTER EXPENSE REDUCTIONS.
Class I Operating Expenses

DOMESTIC Management fee 0.13%
A

12b-1 fee (Distribution fee) None

Other expenses 0.07
%

Total operating expenses 0.20%
A

MONEY MARKET Management fee 0.14%
A

12b-1 fee (Distribution fee) None

Other expenses 0.04
%

Total operating expenses 0.18%
A

TREASURY ONLY Management fee 0.20%
A

12b-1 fee (Distribution fee) None

Other expenses 0.00
%

Total operating expenses 0.20%
A

TAX-EXEMPT Management fee 0.14%
A

12b-1 fee (Distribution fee) None

Other expenses 0.06
%

Total operating expenses 0.20%
A

RATED MONEY
MARKET Management fee 0.20%
A

12b-1 fee (Distribution fee) None

Other expenses 0.00
%

Total operating expenses 0.20%
A

A AFTER EXPENSE REDUCTIONS.
EXPENSE TABLE EXAMPLE: You would pay the following expenses on a $1,000
investment in Class I shares, assuming a 5% annual return and full
redemption at the end of each time period:
1 3 5 10
Year Years Years Years

Treasury $ 2 $ 6 $ 11 $ 26

Government $ 2 $ 6 $ 11 $ 26

Domestic $ 2 $ 6 $ 11 $ 26

Money Market $ 2 $ 6 $ 10 $ 23

Treasury Only $ 2 $ 6 $ 11 $ 26

Tax-Exempt $ 2 $ 6 $ 11 $ 26

Rated Money Market $ 2 $ 6 $ 11 $ 26

THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY.
FMR has voluntarily agreed to reimburse Class I of each fund to the extent
that total operating expenses (excluding interest, taxes, brokerage
commissions, and extraordinary expenses) are in excess of 0.20% (0.18% for
Money Market) of its average net assets. If these agreements were not in
effect, the management fees and total operating expenses for Class I of
each fund would have been the following amounts, as a percentage of average
net assets: 0.20% and 0.25% for Treasury; 0.20% and 0.24% for Government;
0.20% and 0.24% for Money Market; 0.20% and 0.27% for Domestic; 0.42% and
0.42% for Treasury Only; 0.20% and 0.26% for Tax-Exempt; and 0.42% and
0.42% for Rated Money Market.

FINANCIAL HIGHLIGHTS
The financial highlights tables that follow and each fund's financial
statements are included in each fund's Annual Report and have been audited
by independent accountants. Price Waterhouse LLP serves as independent
accountants for each of the FICP funds, while Coopers & Lybrand L.L.P.
serves as independent accountants for Tax-Exempt, Treasury Only, and Rated
Money Market. Their reports, as applicable, on the financial statements and
financial highlights are included in each Annual Report. The financial
statements, the financial highlights, and the reports are incorporated by
reference into the funds' SAI, which may be obtained free of charge from
Fidelity Client Services at the phone number listed on page . Class II of
each fund will comemnce operations on or about November 1, 1995. Class III
of Treasury Only, Tax-Exempt, and Rated Money Market will commence
operations on or about November 1, 1995.
FICP: TREASURY (FORMERLY TREASURY II) - CLASS I

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.Selected Per-Share Data

2.Years ended March 31 1987A 1988 1989 1990 1991 1992 1993 1994 1995

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

4.Income from Investment
Operations

5. Net interest income .009 .064 .078 .088 .076 .053 .034 .030 .047

6.Less Distributions

7. From net interest income (.009) (.064) (.078) (.088) (.076) (.053) (.034) (.030) (.047)

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

9.Total return B .93% 6.60 8.11 9.13 7.87 5.41 3.46 3.06 4.78
% % % % % % % %

10.RATIOS AND SUPPLEMENTAL DATA

11.Net assets, end of
period (000 $ 26,314 $ 379,50 $ 658,06 $ 1,481,3 $ 3,281,6 $ 5,476,8 $ 5,589,6 $ 4,551,9 $ 4,688,1
omitted) 1 8 24 86 52 63 18 98

12.Ratio of expenses to
average net .20% .20 .20 .19 .18 .18 .18 .18 .18
assets C % % % % % % % %

13.Ratio of expenses to
average net .99% .32 .26 .27 .25 .25 .23 .24 .25
assets before C % % % % % % % %
expense reductions

14.Ratio of net interest
income to 6.11% 6.46 7.92 8.63 7.50 5.12 3.38 3.01 4.71
average net assets C % % % % % % % %

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
15.Selected Per-Share Data

16.Years ended March 31 1994A 1995

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

18.Income from Investment Operations

19. Net interest income .012 .044

20.Less Distributions

21. From net interest income (.012) (.044)

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

23.Total return B 1.21% 4.45
%

24.RATIOS AND SUPPLEMENTAL DATA

25.Net assets, end of period (000 omitted) $ 5,175 $ 585,57
1

26.Ratio of expenses to average net assets .50% .50
C %

27.Ratio of expenses to average net assets before expense reductions .56% .81
C %

28.Ratio of net interest income to average net assets 2.69% 4.91
C %

</TABLE>

A OCTOBER 22, 1993 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1994
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C ANNUALIZED
FICP: GOVERNMENT - CLASS I

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
29.Selected Per-Share
Data

30.Years ended March
31 1986 A 1987 1988 1989 1990 1991 1992 1993 1994 1995

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

32.Income from
Investment Operations

33. Net interest
income .053 .063 .068 .079 .088 .077 .054 .035 .031 .048

34.Less Distributions

35. From net
interest (.053) (.063) (.068) (.079) (.088) (.077) (.054) (.035) (.031) (.048)
income

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

37.Total
return B 5.47% 6.51 6.98 8.19 9.15 7.94 5.55 3.56 3.13 4.86
% % % % % % % % %

38.RATIOS AND SUPPLEMENTAL
DATA

39.Net assets,
end of $ 511,720 $ 1,358,6 $ 1,878,7 $ 1,918,3 $ 2,815,6 $ 3,613,8 $ 4,603,7 $ 5,686,1 $ 3,764,5 $ 3,321,0
period (000
omitted) 59 86 42 22 38 81 66 44 66

40.Ratio of
expenses to .20% .20 .20 .20 .20 .18 .18 .18 .18 .18
average net
assets C % % % % % % % % %

41.Ratio of
expenses to .30% .25 .23 .24 .25 .25 .25 .24 .24 .24
average net
assets before C % % % % % % % % %
expense reductions

42.Ratio of
net interest 7.81% 6.28 6.78 7.90 8.74 7.62 5.33 3.50 3.07 4.77
income C % % % % % % % % %
to average net assets

</TABLE>

A JULY 25, 1985 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1986
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C ANNUALIZED
FICP: GOVERNMENT - CLASS III

<TABLE>
<CAPTION>
<S> <C>
43.Selected Per-Share Data

44.Year ended March 31 1995 A

45.Net asset value, beginning of period $ 1.000

46.Income from Investment Operations

47. Net interest income .045

48.Less Distributions

49. From net interest income (.045)

50.Net asset value, end of period $ 1.000

51.Total return B 4.57%

52.RATIOS AND SUPPLEMENTAL DATA

53.Net assets, end of period (000 omitted) $ 40,516

54.Ratio of expenses to average net assets .43%
C

55.Ratio of expenses to average net assets before expense reductions .66%
C

56.Ratio of net interest income to average net assets 5.13%
C

</TABLE>

A APRIL 4, 1994 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1995
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C ANNUALIZED
FICP: DOMESTIC - CLASS I

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
57.Selected Per-Share Data

58.Years ended March 31 1990A 1991 1992 1993 1994 1995

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

60.Income from Investment Operations

61. Net interest income .035 .078 .054 .034 .031 .049

62.Less Distributions

63. From net interest income (.035) (.078) (.054) (.034) (.031) (.049)

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

65.Total return B 3.52% 8.11 5.50 3.50 3.14 4.97
% % % % %

66.RATIOS AND SUPPLEMENTAL DATA

67.Net assets, end of period (000 omitted) $ 330,974 $ 355,36 $ 558,72 $ 804,35 $ 656,97 $ 771,93
9 7 4 6 7

68.Ratio of expenses to average net assets .06% .18 .18 .18 .18 .18
C % % % % %

69.Ratio of expenses to average net assets before expense .43% .30 .29 .26 .26 .27
reductions C % % % % %

70.Ratio of net interest income to average net assets 8.44% 7.79 5.24 3.43 3.09 4.94
C % % % % %

</TABLE>

A NOVEMBER 3, 1989 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1990
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C ANNUALIZED
FICP: DOMESTIC - CLASS III

<TABLE>
<CAPTION>
<S> <C>
71.Selected Per-Share Data

72.Year ended March 31 1995A

73.Net asset value, beginning of period $ 1.000

74.Income from Investment Operations

75. Net interest income .035

76.Less Distributions

77. From net interest income (.035)

78.Net asset value, end of period $ 1.000

79.Total return B 3.51%

80.RATIOS AND SUPPLEMENTAL DATA

81.Net assets, end of period (000 omitted) $ 26,545

82.Ratio of expenses to average net assets .50%
C

83.Ratio of expenses to average net assets before expense reductions .79%
C

84.Ratio of net interest income to average net assets 5.14%
C

</TABLE>

A JULY 19, 1994 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1995
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C ANNUALIZED
FICP: MONEY MARKET - CLASS I

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
85.Selected Per-Share
Data

86.Years ended
March 31 1986A 1987 1988 1989 1990 1991 1992 1993 1994 1995

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

88.Income from
Investment Operations

89. Net interest
income .059 .064 .069 .080 .089 .078 .055 .035 .032 .049

90.Less Distributions

91. From net
interest (.059) (.064) (.069) (.080) (.089) (.078) (.055) (.035) (.032) (.049)
income

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

93.Total
return B 6.01% 6.57 7.14 8.35 9.25 8.13 5.59 3.58 3.20 4.99
% % % % % % % % %

94.RATIOS AND SUPPLEMENTAL
DATA

95.Net assets,
end of $ 960,784 $ 1,569,1 $ 2,524,7 $ 2,627,4 $ 4,127,8 $ 4,706,9 $ 3,990,3 $ 4,332,9 $ 3,200,2 $ 5,130,1
period (000
omitted) 99 67 50 79 36 95 95 77 23

96.Ratio of
expenses to .19% .20 .20 .20 .20 .18 .18 .18 .18 .18
average net
assets C % % % % % % % % %

97.Ratio of
expenses to .28% .23 .23 .24 .24 .25 .24 .23 .23 .24
average net
assets before C % % % % % % % % %
expense reductions

98.Ratio of
net interest 7.97% 6.33 6.95 8.11 8.82 7.80 5.42 3.50 3.15 5.00
income to
average net C % % % % % % % % %
assets

</TABLE>

A JULY 5, 1985 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1986
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C ANNUALIZED
FICP: MONEY MARKET - CLASS III

<TABLE>
<CAPTION>
<S> <C> <C>
99.Selected Per-Share Data

100.Years ended March 31 1994A 1995

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

102.Income from Investment Operations

103. Net interest income .011 .046

104.Less Distributions

105. From net interest income (.011) (.046)

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

107.Total return B 1.07% 4.66%

108.RATIOS AND SUPPLEMENTAL DATA

109.Net assets, end of period (000 omitted) $ 89,463 $ 457,286

110.Ratio of expenses to average net assets .50% .50%
C

111.Ratio of expenses to average net assets before expense reductions .55% .59%
C

112.Ratio of net interest income to average net assets 2.83% 4.94%
C

</TABLE>

A NOVEMBER 17,1993 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1994
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C ANNUALIZED
TREASURY ONLY - CLASS I

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
113.Selected Per-Share Data

114.Years ended March 31 1991A 1992E 1993E 1994E 1995D

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

116.Income from Investment Operations .055 .045 .031 .032 .033
Net interest income

117.Less Distributions (.055) (.045) (.031) (.032) (.033)
From net interest income

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

119.Total returnB 5.63% 4.64% 3.10% 3.27% 3.38%

120.RATIOS AND SUPPLEMENTAL DATA

121.Net assets, end of period (000 omitted) $ 705,543 $ 1,197,559 $ 1,047,791 $ 1,049,170 $ 1,266,285

122.Ratio of expenses to average net assets .03% .20% .20% .20% .20%
C C

123.Ratio of expenses to average net assets before expense .42% .42% .42% .42% .42%
reductions C C

124.Ratio of net interest income to average net assets 6.34% 4.43% 3.05% 3.22% 5.02%
C C

</TABLE>

A OCTOBER 3, 1990 (COMMENCEMENT OF OPERATIONS) TO JULY 31, 1991
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C ANNUALIZED
D AUGUST 1, 1994 TO MARCH 31, 1995
E YEAR ENDED JULY 31
TAX-EXEMPT - CLASS I

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
125.Selected
Per-Share Data

126.Years
ended 1986A 1987E 1988E 1989E 1990E 1991E 1992E 1993E 1994E 1995D
March 31

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

128.Income
from .044 .042 .046 .058 .058 .053 .040 .026 .024 .027
Investment Operations
Net interest income

129.Less
Distrib
utions (.044) (.042) (.046) (.058) (.058) (.053) (.040) (.026) (.024) (.027)
From net interest
income

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

131.Total
returnB 4.51% 4.28 4.72 5.97 6.00 5.40 4.02 2.66 2.44 2.74%
% % % % % % % %

132.RATIOS AND SUPPLEMENTAL DATA

133.Net assets,
end of $ 1,162,9 $ 1,850,0 $ 2,080,8 $ 2,006,8 $ 1,984,6 $ 2,116,8 $ 2,556,9 $ 2,239,0 $ 2,390,6 $ 1,876,815
period 39 53 46 67 36 41 95 31 63
(000 omitted)

134.Ratio of
expenses .19% .20 .20 .20 .20 .18 .18 .18 .18 .18%C
to average C % % % % % % % %
net assets

135.Ratio of
expenses .25% .23 .22 .24 .23 .23 .25 .24 .24 .26%C
to average
net assets C % % % % % % % %
before expense
reductions

136.Ratio of
net 5.18% 4.20 4.65 5.80 5.82 5.28 3.90 2.62 2.41 3.20%C
interest income
to C % % % % % % % %
average net assets

</TABLE>

A JULY 25, 1985 (COMMENCEMENT OF OPERATIONS) TO MAY 31, 1986
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C ANNUALIZED
D JUNE 1, 1994 TO MARCH 31, 1995
E YEAR ENDED MAY 31.
RATED MONEY MARKET (FORMERLY DOMESTIC MONEY MARKET PORTFOLIO) - CLASS I

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
137.Fiscal years
ended 1986B 1987B 1988B 1989B 1990B 1991B 1992A 1993 1994 1995
August 31

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

139.Income
from .069 .062 .070 .089 .080 .063 .034 .029 .033 .054
Investment Operations
Net interest income

140.Less Distribu
tions (.069) (.062) (.070) (.089) (.080) (.063) (.034) (.029) (.033) (.054)
From net interest income

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

142.Total
return D 7.07 6.42 7.27 9.26 8.27 6.44 3.44% 2.93 3.34 5.53
% % % % % % % % %

143.RATIOS AND SUPPLEMENTAL DATA

144.Net assets,
end of $ 1,300,8 $ 1,231,7 $ 1,035,7 $ 1,273,7 $ 944,78 $ 851,87 $ 765,721 $ 611,410 $ 399,33 $ 300,86
period (000
omitted) 32 68 56 45 2 2 3 3

145.Ratio of
expenses to .42 .42 .42 .42 .42 .42 .42% .42 .42 .42
average net
assets % % % % % % c % % %

146.Ratio of net
interest 6.87 6.22 7.00 8.91 8.01 6.38 4.04% 2.89 3.24 5.33
income to average
net % % % % % % c % % %
assets

</TABLE>

A NOVEMBER 1, 1991 TO AUGUST 31, 1992
B YEAR ENDED OCTOBER 31.
C ANNUALIZED
D TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
PERFORMANCE
Money market fund performance can be measured as TOTAL RETURN or YIELD.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in a fund over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. When a yield
assumes that income earned is reinvested, it is called an EFFECTIVE YIELD.
A TAX-EQUIVALENT YIELD shows what an investor would have to earn before
taxes to equal a tax-free yield.
SEVEN-DAY YIELD illustrates the income earned by an investment in a money
market fund over a recent seven-day period. Since money market funds
maintain a stable $1.00 share price, current seven-day yields are the most
common illustration of money market fund performance.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders.
For current performance call Fidelity Client Services at 1-800-843-3001.
THE FUNDS IN DETAIL

CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. Treasury, Government, Domestic, and
Money Market are diversified funds of Fidelity Institutional Cash
Portfolios, an open-end management investment company organized as a
Delaware business trust on May 30, 1993. Treasury Only is a diversified
fund of Daily Money Fund, an open-end management investment company
organized as a Delaware business trust on September 29, 1993. Tax-Exempt is
a diversified fund of Fidelity Institutional Tax-Exempt Cash Portfolios, an
open-end management investment company organized as a Delaware business
trust on January 29, 1992. Rated Money Market is a diversified fund of
Fidelity Money Market Trust, an open-end management investment company
organized as a Delaware business trust on December 29, 1994. There is a
remote possibility that one fund might become liable for a misstatement in
the prospectus about another fund.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review the funds' performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
The transfer agent will mail proxy materials in advance, including a voting
card and information about the proposals to be voted on. For shareholders
of all funds (other than Rated Money Market), you are entitled to one vote
for each share you own. For shareholders of Rated Money Market, the number
of votes you are entitled to is based upon the dollar value of your
investment.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust, respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, Massachusetts 02109. It includes a number
of different subsidiaries and divisions which provide a variety of
financial services and products. The funds employ various Fidelity
companies to perform activities required for their operation.
The funds are managed by FMR, which handles their business affairs. FMR
Texas, Inc. (FMR Texas), located in Irving, Texas, has primary
responsibility for providing investment management services.
As of August 31, 1995, FMR advised funds having approximately 22 million
shareholder accounts with a total value of more than $328 billion.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Investments Institutional Operations Company
(FIIOC) performs transfer agent servicing functions for Class I shares of
each fund.
FMR Corp. is the ultimate parent company of FMR and FMR Texas. Members of
the Edward C. Johnson 3d family are the predominant owners of a class of
shares of common stock representing approximately 49% of the voting power
of FMR Corp. Under the Investment Company Act of 1940 (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, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
UMB Bank, n.a. (UMB) is Tax-Exempt's transfer agent, although it employs
FIIOC to perform these functions for Class I of Tax-Exempt. UMB is located
at 1010 Grand Avenue, Kansas City, Missouri.
To carry out the funds' transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that a fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
TREASURY ONLY seeks as high a level of current income as is consistent with
the security of principal and liquidity, and to maintain a constant net
asset value per share (NAV) of $1.00.
The fund invests only in U.S. Treasury securities, including bills, notes,
bonds and other direct obligations of the U.S. Treasury that are guaranteed
as to payment of principal and interest by the full faith and credit of the
U.S. Government.
The fund will invest in those securities whose interest is specifically
exempt from state and local income taxes under federal law; such interest
is not exempt from federal income tax.
TREASURY seeks to obtain as high a level of current income as is consistent
with the preservation of principal and liquidity within the limitations
prescribed for the fund.
Under normal conditions, the fund invests 100% of its total assets in U.S.
Treasury bills, notes and bonds and other direct obligations of the U.S.
Treasury. The fund may also engage in repurchase agreements backed by those
obligations.
GOVERNMENT seeks to obtain as high a level of current income as is
consistent with the preservation of principal and liquidity within the
limitations prescribed for the fund.
The fund invests in U.S. Government obligations issued or guaranteed as to
principal and interest by the U.S. Government, including bills, notes,
bonds and other U.S. Treasury debt securities, and instruments issued or
guaranteed by U.S. Government instrumentalities or agencies, and repurchase
agreements backed by those obligations. The fund currently intends to
invest exclusively in these instruments.
DOMESTIC seeks to obtain as high a level of current income as is consistent
with the preservation of principal and liquidity within the limitations
prescribed for the fund.
The fund invests in U.S. dollar-denominated money market instruments of
domestic issuers rated in the highest rating category by at least two
nationally recognized rating services, or by one if only one rating service
has rated an obligation. The fund may purchase unrated obligations
determined to be of equivalent quality pursuant to procedures adopted by
the Board of Trustees. Under normal conditions, the fund will invest more
than 25% of its total assets in obligations of companies in the financial
services industry.
RATED MONEY MARKET seeks to obtain as high a level of current income as is
consistent with the preservation of principal and liquidity within the
limitations prescribed for the fund.
The fund invests in obligations of the U.S. Government, its agencies and
instrumentalities, repurchase agreements backed by those obligations, and
other high-quality, U.S. dollar-denominated money market instruments of
domestic and foreign issuers rated in the highest rating category by at
least two nationally recognized rating services. Under normal conditions,
the fund will invest more than 25% of its total assets in obligations of
companies in the financial services industry.
MONEY MARKET seeks to obtain as high a level of current income as is
consistent with the preservation of principal and liquidity within the
limitations prescribed for the fund.
The fund invests in high-quality, U.S. dollar-denominated money market
instruments of domestic and foreign issuers rated in the highest rating
category by at least two nationally recognized rating services, or by one
if only one rating service has rated an obligation. The fund may purchase
unrated obligations determined to be of equivalent quality pursuant to
procedures adopted by the Board of Trustees. Under normal conditions, the
fund will invest more than 25% of its total assets in obligations of
companies in the financial services industry.
TAX-EXEMPT seeks as high a level of interest income exempt from federal
income tax as is consistent with a portfolio of high-quality, short-term
municipal obligations selected on the basis of liquidity and stability of
principal.
The fund invests primarily in high-quality, short-term municipal
securities, but also may invest in high-quality, long-term fixed, variable,
or floating rate instruments (including tender option bonds) whose features
give them interest rates, maturities, and prices similar to short-term
instruments. Securities in which the fund invests must be rated in the
highest rating category for short-term securities by at least one
nationally recognized rating service and rated in one of the two highest
categories for short-term securities by another nationally recognized
rating service if rated by more than one nationally recognized rating
service; or, if unrated, judged by FMR to be equivalent quality to those
securities rated in the highest short-term rating category, pursuant to
procedures adopted by the Board of Trustees. The fund's policy regarding
limiting investments to the highest rating category may be changed upon 90
days' prior notice to shareholders.
The fund, under normal conditions, will invest so that at least 80% of its
income distributions is exempt from federal income tax. The fund does not
currently intend to purchase municipal obligations that are subject to the
federal alternative minimum tax.
FMR normally invests the fund's assets according to its investment strategy
and does not expect to invest in federally taxable obligations. The fund
also reserves the right to hold a substantial amount of uninvested cash or
to invest more than normally permitted in federally taxable obligations for
temporary, defensive purposes.
COMMON POLICIES
When you sell your shares of the funds, they should be worth the same
amount as when you bought them. Of course, there is no guarantee that the
funds will maintain a stable $1.00 share price. The funds follow
industry-standard guidelines on the quality and maturity of their
investments, which are designed to help maintain a stable $1.00 share
price. The funds will purchase only high-quality securities that FMR
believes present minimal credit risks and will observe maturity
restrictions on securities they buy. In general, securities with longer
maturities are more vulnerable to price changes, although they may provide
higher yields. It is possible that a major change in interest rates or a
default on the funds' investments could cause their share prices (and the
value of your investment) to change.
The funds earn income at current money market rates. Each fund stresses
preservation of capital, liquidity, and income (tax-free income in the case
of Tax-Exempt) and does not seek the higher yields or capital appreciation
that more aggressive investments may provide. Each fund's yield will vary
from day to day, and generally reflects current short-term interest rates
and other market conditions. It is important to note that neither the funds
nor their yields are guaranteed by the U.S. Government.
SECURITIES AND INVESTMENT PRACTICES
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.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of each fund's limitations and more detailed information
about each fund's investments are contained in the funds' SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with a fund's investment
objective and policies and that doing so will help a fund achieve its goal.
Current holdings and recent investment strategies are described in each
fund's financial reports, which are sent to shareholders twice a year. For
a free SAI or financial report, call Fidelity Client Services at
1-800-843-3001.
MONEY MARKET SECURITIES are high-quality, short-term obligations issued by
the U.S. Government, corporations, financial institutions, municipalities,
local and state governments, and other entities. These obligations may
carry fixed, variable, or floating interest rates. Some money market
securities employ a trust or other similar structure to modify the
maturity, price characteristics, or quality of financial assets so that
they are eligible investments for money market funds. A security's credit
may be enhanced by a bank, insurance company, or other entity. If the
structure does not perform as intended, adverse tax or investment
consequences may result.
U.S. GOVERNMENT MONEY MARKET SECURITIES are short-term debt obligations
issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. Government. Not all U.S. Government securities
are backed by the full faith and credit of the United States. For example,
securities issued by the Federal Farm Credit Bank or by the Federal
National Mortgage Association are supported by the instrumentality's right
to borrow money from the U.S. Treasury under certain circumstances.
However, securities issued by the Financing Corporation are supported only
by the credit of the entity that issued them.
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 fund may own a municipal
security directly or through a participation interest.
FOREIGN SECURITIES may involve different risks than domestic securities,
including risks relating to the political and economic conditions of the
foreign country involved, which could affect the payment of principal or
interest. Issuers of foreign securities include foreign governments,
corporations, and banks.
RESTRICTIONS: Treasury, Government, Domestic, Treasury Only, and Tax-Exempt
may not invest in foreign securities. Money Market and Rated Money Market
may not invest in foreign securities unless they are denominated in U.S.
dollars.
ASSET-BACKED SECURITIES include interests in pools of mortgages, loans,
receivables, or other assets. Payment of principal and interest may be
largely dependent upon the cash flows generated by the assets backing the
securities.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a benchmark
rate changes. These interest rate adjustments are designed to help
stabilize the security's price.
STRIPPED SECURITIES are the separate income or principal components of a
debt security. Their risks are similar to those of other money market
securities, although they may be more volatile.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
temporarily transfers possession of a portfolio instrument to another party
in return for cash. This could increase the risk of fluctuation in the
fund's yield or in the market value of its assets.
RESTRICTION: Treasury Only, Treasury, and Tax-Exempt do not intend to
engage in reverse repurchase agreements.
OTHER MONEY MARKET SECURITIES may include commercial paper, certificates of
deposit, bankers' acceptances, and time deposits.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the obligation could lose
value or become taxable.
OTHER MUNICIPAL SECURITIES may include obligations of U.S. territories and
possessions such as Guam, the Virgin Islands, and Puerto Rico, and their
political subdivisions and public corporations.
PUT FEATURES entitle the holder to put (sell back) a security to the issuer
or a financial intermediary. In exchange for this benefit, a fund may pay
periodic fees or accept a lower interest rate. The credit quality of the
investment may be affected by the creditworthiness of the put provider.
Demand features, standby commitments, and tender options are types of put
features.
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The viability of a
project or tax incentives could affect the value and credit quality of
these securities.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities, and some other securities, may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to a fund.
RESTRICTION: A fund may not purchase a security if, as a result, more than
10% of its net assets would be invested in illiquid securities.
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security could change during this period, which could
affect the market value of a fund's assets.
FINANCIAL SERVICES INDUSTRY. Companies in the financial services industry
are subject to various risks related to that industry, such as government
regulation, changes in interest rates, and exposure on loans, including
loans to foreign borrowers. If a fund invests substantially in this
industry, its performance may be affected by conditions affecting the
industry.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry or type of
project. Economic, business, or political changes can affect all securities
of a similar type.
RESTRICTIONS: Each fund (other than Treasury, Treasury Only and Tax-Exempt)
may not invest more than 5% of its total assets in any one issuer, except
that, each fund (other than Treasury, Treasury Only and Tax-Exempt) may
invest up to 10% of its total assets in the highest quality securities of a
single issuer for up to three business days.
With respect to 75% of its total assets, Tax-Exempt may not purchase a
security if, as a result, more than 5% of its total assets would be
invested in the securities of a single issuer.
These limitations do not apply to U.S. Government securities.
Tax-Exempt may invest more than 25% of its total assets in tax-free
securities that finance similar types of projects.
BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements, and may make additional
investments while borrowings are outstanding.
RESTRICTIONS: Each of Treasury, Government, Domestic, Money Market,
Treasury Only, and Rated Money Market may borrow only for temporary or
emergency purposes, or engage in reverse repurchase agreements, but not in
an amount exceeding 331/3% of its total assets. Tax-Exempt may borrow only
for temporary or emergency purposes, but not in an amount exceeding 331/3%
of its total assets.
LENDING. A fund may lend money to other funds advised by FMR.
RESTRICTION: Loans, in the aggregate, may not exceed 331/3% of a fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
Treasury Only seeks as high a level of current income as is consistent with
the security of principal and liquidity, and to maintain a constant NAV of
$1.00.
Each of Treasury, Government, Domestic, Money Market, and Rated Money
Market seeks to obtain as high a level of current income as is consistent
with the preservation of principal and liquidity within the limitations
prescribed for the fund.
Tax-Exempt seeks as high a level of interest income exempt from federal
income tax as is consistent with a portfolio of high-quality, short-term
municipal obligations selected on the basis of liquidity and stability of
principal. The fund, under normal conditions, will invest so that at least
80% of its income distributions is exempt from federal income tax.
With respect to 75% of its total assets, Tax-Exempt may not purchase a
security if, as a result, more than 5% of its total assets would be
invested in the securities of a single issuer.
Each of Treasury, Government, Domestic, Money Market, Treasury Only, and
Rated Money Market may borrow only for temporary or emergency purposes, or
engage in reverse repurchase agreements, but not in an amount exceeding
331/3% of its total assets. Tax-Exempt may borrow only for temporary or
emergency purposes, but not in an amount exceeding 331/3% of its total
assets.
Each of Domestic, Money Market, and Rated Money Market will invest more
than 25% of its total assets in obligations of companies in the financial
services industry.
Loans, in the aggregate, may not exceed 331/3% of a fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected in that
class's share price or dividends; they are neither billed directly to
shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to an affiliate who provides
assistance with these services. Each fund also pays OTHER EXPENSES, which
are explained below.
MANAGEMENT FEE
FMR HAS SUB-ADVISORY AGREEMENTS with FMR Texas, which has primary
responsibility for providing investment management for each fund, while FMR
retains responsibility for providing the funds with other management
services. FMR pays FMR Texas 50% of its management fee (before expense
reimbursements) for these services. In the fiscal year ended March 31, 1995
(August 31, 1995 for Rated Money Market), FMR paid FMR Texas the following
percentages of each fund's average net assets.
Fund Name Percentage of
Average
Net Assets

Treasury 0.10%

Government 0.10%

Domestic 0.10%

Money Market 0.10%

Tax-Exempt 0.10%

Treasury Only 0.21%

Rated Money Market 0.21%

OTHER EXPENSES
While the management fee is a significant component of each fund's annual
operating costs, the funds have other expenses as well.
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for Class I shares of each of Treasury, Government,
Domestic, Money Market, Treasury Only, and Rated Money Market (the Taxable
Funds). Fidelity Service Co. (FSC) calculates the NAV and dividends for
Class I of each Taxable Fund, and maintains the general accounting records
for Class I of each Taxable Fund. These expenses are paid by FMR on behalf
of Rated Money Market and Treasury Only pursuant to its management
contract. In the fiscal year ended March 31, 1995, the following fees were
paid to FIIOC and FSC:
Fund Name Percentage of Percentage of
Class I's the Fund's
Average Net Average Net
Assets Assets Paid to
Paid to FIIOC FSC

Treasury 0.03% 0.01%

Government 0.01% 0.01%

Domestic 0.03% 0.01%

Money Market 0.01% 0.01%

UMB has entered into sub-arrangements pursuant to which FIIOC performs
transfer agency, dividend disbursing and shareholder services for Class I
of Tax-Exempt. UMB has entered into sub-arrangements pursuant to which FSC
calculates the NAV and dividends for Class I of Tax-Exempt and maintains
Tax-Exempt's general accounting records. All of the fees are paid to FIIOC
and FSC by UMB, which is reimbursed by Class I or the fund, as appropriate,
for such payments.
In the fiscal year ended March 31, 1995, fees paid by UMB to FIIOC on
behalf of Class I of Tax-Exempt amounted to 0.02% of Class I's average net
assets, and fees paid by UMB to FSC on behalf of Tax-Exempt amounted to
0.01% of its average net assets.
Class I of each fund has adopted a DISTRIBUTION AND SERVICE PLAN. Each plan
recognizes that FMR may use its resources, including management fees, to
pay expenses associated with the sale of Class I shares. This may include
reimbursing FDC for payments to third parties, such as banks or
broker-dealers, that provide shareholder support services or engage in the
sale of the funds' Class I shares. The Board of Trustees of each fund has
not authorized such payments.
Each fund, other than Rated Money Market and Treasury Only, also pays other
expenses, such as legal, audit, and custodian fees; in some instances,
proxy solicitation costs; and the compensation of trustees who are not
affiliated with Fidelity. Rated Money Market and Treasury Only also pay
other expenses such as brokerage fees and commissions, interest on
borrowings (only Treasury Only), taxes, and the compensation of trustees
who are not affiliated with Fidelity.
YOUR ACCOUNT

HOW TO BUY SHARES
If you are investing through a securities dealer, financial or other
institution (Financial Institution), contact that Financial Institution
directly. Certain features of a fund may be modified when it is made
available through a program of services offered by a Financial Institution,
and administrative charges (in addition to payments the Financial
Institution may receive pursuant to the Distribution and Service Plan) may
be imposed for the services rendered. In particular, a broker may charge
transaction fees with respect to the purchase and sale of fund shares. It
is the responsibility of your Financial Institution to submit purchases and
redemptions in order for you to receive the next determined NAV.
EACH CLASS'S SHARE PRICE, called NAV, is calculated every business day. The
funds are managed to keep share prices stable at $1.00. Class I shares are
sold without a sales charge.
Shares are purchased at the next NAV calculated after your order is
received and accepted by the transfer agent. NAV is normally calculated at
12:00 p.m. Eastern time for Tax-Exempt and Treasury Only; 3:00 p.m. Eastern
time for Government, Domestic, and Money Market; 3:00 p.m. and 4:00 p.m.
Eastern time for Rated Money Market; and 3:00 p.m. and 5:00 p.m. Eastern
time for Treasury.
Share certificates are not available for the funds.
IF YOU ARE NEW TO FIDELITY, an initial investment must be preceded or
accompanied by a completed, signed application, which should be forwarded
to:
Fidelity Client Services
c/o Fidelity Institutional Money Market Funds
FIIOC
P.O. Box 1182
Boston, MA 02103-1182
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Place a purchase order and wire money into your
account, or
(small solid bullet) Open an account by exchanging from the same class of
any fund that is offered through this prospectus.
INVESTMENTS IN THE FUNDS MUST BE MADE USING THE FEDERAL RESERVE WIRE
SYSTEM. Checks will not be accepted as a means of investment.
BY WIRE. For wiring information and instructions, you should call the
Financial Institution through which you trade or if you trade directly
through Fidelity, call Fidelity Client Services. There is no fee imposed by
the funds for wire purchases. However, if you buy shares through a
Financial Institution, the Financial Institution may impose a fee for wire
purchases.
Fidelity Client Services:
Nationwide 1-800-843-3001
In order to receive same-day acceptance of your investment, you must call
Fidelity Client Services and place your order between 8:30 a.m. and 12:00
p.m. Eastern time for Tax-Exempt and Treasury Only; 8:30 a.m. and 3:00 p.m.
Eastern time for Government, Domestic and Money Market; 8:30 a.m. and 4:00
p.m. Eastern time for Rated Money Market; and 8:30 a.m. and 5:00 p.m.
Eastern time for Treasury, on days the funds are open for business.
If Fidelity Client Services is not advised of your purchase prior to the
stated cutoff time, your purchase will not be accepted by the transfer
agent. All wires must be received by the transfer agent in good order at
the applicable fund's designated wire bank before the close of the Federal
Reserve Wire System on that day.
In order to purchase shares of Treasury after 3:00 p.m. Eastern time, you
must contact Fidelity Client Services one week in advance to make
late-trading arrangements. In order to receive same-day acceptance of your
purchase order for Treasury after 3:00 p.m. Eastern time, you must call
Fidelity Client Services as early in the day as possible. Wired money for
purchase orders for Treasury placed after 3:00 p.m. Eastern time that is
not properly identified with a wire reference number will be returned to
the bank from which it was wired and will not be credited to your account.
You are advised to wire funds as early in the day as possible, and to
provide advance notice to Fidelity Client Services for purchases over $10
million ($5 million for Treasury Only).
You will earn dividends on the day of your investment, provided (i) you
telephone Fidelity Client Services and place your trade between 8:30 a.m.
and 12:00 p.m. Eastern time for Tax-Exempt and Treasury Only; 8:30 a.m. and
3:00 p.m. Eastern time for Government, Domestic, Money Market, and Rated
Money Market; and 8:30 a.m. and 5:00 p.m. Eastern time for Treasury, on
days the funds are open for business, and (ii) the fund's designated wire
bank receives the wire before the close of the Federal Reserve Wire System
on the day your purchase order is accepted by the transfer agent.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $1,000,000*
MINIMUM BALANCE $1,000,000
* THE MINIMUM INITIAL INVESTMENT OF $1 MILLION MAY BE WAIVED IF YOUR
AGGREGATE BALANCE IN THE FIDELITY INSTITUTIONAL MONEY MARKET FUNDS IS
GREATER THAN $10 MILLION. PLEASE CONTACT FIDELITY CLIENT SERVICES FOR MORE
INFORMATION REGARDING THIS WAIVER.
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next NAV calculated after your order is received and accepted by the
transfer agent. NAV is normally calculated at 12:00 p.m. Eastern time for
Tax-Exempt and Treasury Only; 3:00 p.m. Eastern time for Government,
Domestic, and Money Market; 3:00 p.m. and 4:00 p.m. Eastern time for Rated
Money Market; and 3:00 p.m. and 5:00 p.m. Eastern time for Treasury.
BY TELEPHONE. Redemption requests may be made by calling Fidelity Client
Services at the phone number listed on page .
You must designate on your account application the U.S. commercial bank
account(s) into which you wish the redemption proceeds to be deposited.
Fidelity Client Services will then notify you that this feature has been
activated and that you may request wire redemptions.
You may change the bank account(s) designated to receive redemption
proceeds at any time prior to making a redemption request. You should send
a letter of instruction, including a signature guarantee, to Fidelity
Client Services at the address shown on page .
You should be able to obtain a signature guarantee from a bank, broker,
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.
There is no fee imposed by the funds for wiring of redemption proceeds.
However, if you buy shares through a Financial Institution, the Financial
Institution may impose a fee for wire redemptions.
Redemption proceeds will be wired via the Federal Reserve Wire System to
your bank account of record. If your redemption request is received by
telephone between 8:30 a.m. and 12:00 p.m. Eastern time for Tax-Exempt and
Treasury Only; 8:30 a.m. and 3:00 p.m. Eastern time for Government,
Domestic, Money Market, and Rated Money Market; and 8:30 a.m. and 5:00 p.m.
Eastern time for Treasury, redemption proceeds will normally be wired on
the same day your redemption request is received by the transfer agent.
A fund reserves the right to take up to seven days to pay you if making
immediate payment would adversely affect the fund.
In order to redeem shares of Treasury after 3:00 p.m. Eastern time, you
must contact Fidelity Client Services one week in advance to make late
trading arrangements.
You are advised to place your trades as early in the day as possible.
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the transfer agent sends to you include the
following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your account
registration)
(small solid bullet) Account statements (monthly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports will be mailed,
even if you have more than one account in a fund. Call Fidelity Client
Services at 1-800-843-3001 if you need additional copies of financial
reports or historical account information.
SUB-ACCOUNTING AND SPECIAL SERVICES. Special processing has been arranged
with FIIOC for institutions that wish to open multiple accounts (a master
account and sub-accounts). You may be required to enter into a separate
agreement with FIIOC. Charges for these services, if any, will be
determined based on the level of services to be rendered.
SHAREHOLDER AND ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net investment income and
capital gains, if any, to shareholders each year. Income dividends are
declared daily and paid monthly.
Income dividends declared are accrued daily throughout the month and are
normally distributed on the first business day of the following month.
Based on prior approval of each fund, dividends relating to Class I shares
redeemed during the month can be distributed on the day of redemption. Each
fund reserves the right to limit this service.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you want
to receive your distributions. The funds offer two options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions, if
any, will be automatically reinvested in additional shares of the same
class of the fund. If you do not indicate a choice on your application, you
will be assigned this option.
2. CASH OPTION. You will be sent a wire for your dividend and capital gain
distributions, if any.
Dividends will be reinvested at each fund's Class I NAV on the last day of
the month. Capital gain distributions, if any, will be reinvested at the
NAV as of the record date of the distribution.
TAXES
As with any investment, you should consider how an investment in the funds
could affect you. Below are some of the funds' tax implications.
TAXES ON DISTRIBUTIONS. Interest income that Tax-Exempt earns is
distributed to shareholders as income dividends. Interest that is federally
tax-free remains tax-free when it is distributed. Distributions from the
Taxable Funds, however, are subject to federal income tax and may also be
subject to state or local taxes. If you live outside the United States,
your distributions from these funds could also be taxed by the country in
which you reside.
For federal tax purposes, the income and short-term capital gain
distributions from each of Treasury, Government, Domestic, Money Market,
Treasury Only, and Rated Money Market are taxed as dividends; long-term
capital gain distributions, if any, are taxed as long-term capital gains.
However, for shareholders of Tax-Exempt, gain on the sale of tax-free bonds
results in taxable distributions. Short-term capital gains and a portion of
the gain on bonds purchased at a discount are taxed as dividends; long-term
capital gain distributions, if any, are taxed as long-term capital gains.
Mutual fund dividends from U.S. Government securities are generally free
from state and local income taxes. However, particular states may limit
this benefit, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not qualify for the benefit. Ginnie
mae securities and other mortgage-backed securities are notable exceptions
in most states. In addition, some states may impose intangible property
taxes. You should consult your own tax adviser for details and up-to-date
information on the tax laws in your state.
During the fiscal year ended March 31, 1995, 27% of Treasury's, 20% of
Government's, 100% of Treasury Only's, 2% of Domestic's, and 1% of Money
Market's income distributions were derived from interest on U.S. Government
securities which is generally exempt from state income tax. During the
fiscal year ended August 31, 1995, 4% of Rated Money Market's income
distributions was derived from interest on U.S. Government securities which
is generally exempt from state income tax.
Distributions are taxable when they are paid, whether you take them in cash
or reinvest them. However, distributions declared in December and paid in
January are taxable as if they were paid on December 31.
Every January, the transfer agent will send you and the IRS a statement
showing the taxable distributions paid to you in the previous year.
A portion of Tax-Exempt's dividends may be free from state or local taxes.
Income from investments in your state are often tax-free to you. Each year,
the transfer agent will send you a breakdown of Tax-Exempt's income from
each state to help you calculate your taxes.
During the fiscal year ended March 31, 1995, 100% of Tax-Exempt's income
dividends was free from federal income tax.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
EACH FUND IS OPEN FOR BUSINESS and its NAV is normally calculated each day
that both the Federal Reserve Bank of New York (New York Fed) (for all
Taxable Funds) or the Federal Reserve Bank of Kansas City (Kansas City Fed)
(for Tax-Exempt) and the New York Stock Exchange (NYSE) are open. The
following holiday closings have been scheduled for 1996: New Year's Day,
Martin Luther King 's Birthday, Washington's Birthday, Good Friday,
Memorial Day, Independence Day, Labor Day, Columbus Day, Thanksgiving Day,
and Christmas Day. Although FMR expects the same holiday schedule to be
observed in the future, the Kansas City Fed, the New York Fed, or the NYSE
may modify its holiday schedule at any time. On any day that the Kansas
City Fed, the New York Fed, or the NYSE closes early, the principal
government securities markets close early (such as on days in advance of
holidays generally observed by participants in such markets), or as
permitted by the SEC, the right is reserved to advance the time on that day
by which purchase and redemption orders must be received.
To the extent that portfolio securities are traded in other markets on days
when the Kansas City Fed, the New York Fed, or the NYSE is closed, each
fund's NAV may be affected on days when investors do not have access to the
fund to purchase or redeem shares. Certain Fidelity funds may follow
different holiday closing schedules.
A CLASS'S NAV is the value of a single share. The NAV of Class I of each
fund is computed by adding Class I's pro rata share of the value of the
fund's investments, cash, and other assets, subtracting Class I's pro rata
share of the value of the fund's liabilities, subtracting the liabilities
allocated to Class I, and dividing the result by the number of Class I
shares of that fund that are outstanding. Each fund values its portfolio
securities on the basis of amortized cost. This method minimizes the effect
of changes in a security's market value and helps each fund maintain a
stable $1.00 share price.
THE OFFERING PRICE (price to buy one share) and REDEMPTION PRICE (price to
sell one share) of Class I are its NAV.
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.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity and the transfer
agent may only be liable for losses resulting from unauthorized
transactions if they do not follow reasonable procedures designed to verify
the identity of the caller. Fidelity and the transfer agent will request
personalized security codes or other information, and may also record
calls. You should verify the accuracy of the confirmation statements
immediately after receipt. If you do not want the ability to redeem and
exchange by telephone, call the transfer agent for instructions. Additional
documentation may be required from corporations, associations and certain
fiduciaries.
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of a fund.
TO ALLOW FMR TO MANAGE THE FUNDS MOST EFFECTIVELY, you are urged to
initiate all trades as early in the day as possible and to notify Fidelity
Client Services in advance of transactions in excess of $10 million ($5
million for Treasury Only.)
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased at the
next NAV calculated after your order is received and accepted by the
transfer agent. Note the following:
(small solid bullet) All of your purchases must be made by federal funds
wire; checks will not be accepted for purchases.
(small solid bullet) If your wire is not received by the close of the
Federal Reserve Wire System, you could be liable for any losses or fees a
fund or the transfer agent has incurred or for interest and penalties.
Net interest income for dividend purposes is determined by FSC on a daily
basis and shall be payable to shareholders of record at the time of its
declaration (including, for this purpose, holders of Class I shares
purchased, but excluding holders of shares redeemed, on that day).
The income declared for Treasury is based on estimates of net interest
income for the fund. Actual income may differ from estimates, and
differences, if any, will be included in the calculation of subsequent
dividends.
Shareholders of record as of 12:00 p.m. Eastern time for Tax-Exempt and
Treasury Only; 3:00 p.m. Eastern time for Government, Domestic, Money
Market, and Rated Money Market; and 5:00 p.m. Eastern time for Treasury,
will be entitled to dividends declared that day.
Shares of Rated Money Market purchased between 3:00 p.m. and 4:00 p.m.
Eastern time begin to earn income dividends on the following business day.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your order is received and accepted by the
transfer agent. Note the following:
(small solid bullet) Shares of Rated Money Market redeemed before 3:00 p.m.
Eastern time do not receive the dividend declared on the day of redemption;
shares of Rated Money Market redeemed between 3:00 p.m. and 4:00 p.m.
Eastern time do receive the dividends declared on the day of redemption.
(small solid bullet) Shares of Treasury, Government, Domestic, Money
Market, Treasury Only, and Tax-Exempt do not receive the dividend declared
on the day of redemption.
(small solid bullet) A fund may withhold redemption proceeds until it is
reasonably assured that investments credited to your account have been
received and collected.
When the NYSE, the Kansas City Fed, or the New York Fed is closed (or when
trading is restricted) for any reason other than its customary weekend or
holiday closings, or under any emergency circumstances as determined by the
SEC to merit such action, a fund may suspend redemption or postpone payment
dates. In cases of suspension of the right of redemption, the request for
redemption may either be withdrawn or payment may be made based on the NAV
next determined after the termination of the suspension.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000,000 due to redemption, the
account may be closed and the proceeds may be wired to your bank account of
record. You will be given 30 days' notice that your account will be closed
unless it is increased to the minimum.
THE TRANSFER AGENT MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
EXCHANGE RESTRICTIONS
As a shareholder you have the privilege of exchanging Class I shares of any
fund offered through this prospectus at no charge for Class I shares of any
other fund offered through this prospectus.
An exchange involves the redemption of all or a portion of the shares of
one fund and the purchase of shares of another fund.
BY TELEPHONE. Exchanges may be requested on any day a fund is open for
business by calling Fidelity Client Services at the number listed on page
between 8:30 a.m. and 12:00 p.m. Eastern time for Tax-Exempt and Treasury
Only; 8:30 a.m. and 3:00 p.m. Eastern time for Government, Domestic, Money
Market, and Rated Money Market; and 8:30 a.m. and 5:00 p.m. Eastern time
for Treasury.
BY MAIL. You may exchange shares on any business day by submitting written
instructions with an authorized signature which is on file for that
account. Written requests for exchanges should contain the fund name,
account number, the number of shares to be redeemed, and the name of the
fund to be purchased. Written requests for exchange should be mailed to
Fidelity Client Services at the address on page .
WHEN YOU PLACE AN ORDER TO EXCHANGE SHARES, Class I shares will be redeemed
at the next determined NAV after your order is received and accepted by the
transfer agent. Shares of the fund to be acquired will be purchased at its
next determined NAV after redemption proceeds are made available. You
should note that, under certain circumstances, a fund may take up to seven
days to make redemption proceeds available for the exchange purchase of
shares of another fund. In addition, please note the following:
(small solid bullet) Exchanges will not be permitted until a completed and
signed account application is on file.
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange 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) You will earn dividends in the acquired fund in
accordance with the fund's customary policy, normally on the day the
exchange request is received.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Each fund reserves the right to 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.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincides
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future.
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 Prospectus and in the related SAI, in connection with the
offer contained in this Prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the funds or FDC. This Prospectus and the related SAI do not
constitute an offer by the funds or by FDC to sell or to buy shares of the
funds to any person to whom it is unlawful to make such offer.

SUPPLEMENT TO THE
FIDELITY INSTITUTIONAL MONEY MARKET FUNDS - CLASS I PROSPECTUS
DATED NOVEMBER 1, 1995
THE FOLLOWING INFORMATION REPLACES THE "LENDING" PARAGRAPHS IN THE
"SECURITIES AND INVESTMENT PRACTICES" SECTION OF THE PROSPECTUS, ON PAGE
16.
LENDING. A fund may lend money to other funds advised by FMR.
RESTRICTIONS. Loans, in the aggregate, may not exceed 331/3% of a fund's
total assets. Treasury Only, Treasury, Government, and Tax-Exempt do not
intend to engage in lending.
ON DECEMBER 14, 1995, THE BOARD OF TRUSTEES APPROVED NEW TIMES AT WHICH THE
NET ASSET VALUE PER SHARE (NAV) FOR EACH OF TREASURY ONLY, GOVERNMENT,
DOMESTIC, AND RATED MONEY MARKET IS CALCULATED. THE BOARD ALSO APPROVED
EXTENDED TRADING DEADLINES FOR THOSE FUNDS. TREASURY ONLY'S NAV WILL BE
CALCULATED AT 2:00 P.M. EASTERN TIME, AND THE FUND'S TRADING DEADLINE WILL
BE EXTENDED TO 2:00 P.M. EASTERN TIME. THE NAV FOR EACH OF GOVERNMENT,
DOMESTIC, AND RATED MONEY MARKET WILL BE CALCULATED AT BOTH 3:00 P.M. AND
5:00 P.M. EASTERN TIME, AND EACH FUND'S TRADING DEADLINE WILL BE EXTENDED
TO 5:00 P.M. EASTERN TIME. THE ABOVE CHANGES WILL TAKE EFFECT ON OR ABOUT
MARCH 18, 1996.
PLEASE NOTE: THE NEXT SEVEN CHANGES AFFECT THE "YOUR ACCOUNT" SECTION OF
THE PROSPECTUS, BEGINNING ON PAGE 19.
THE FOLLOWING INFORMATION REPLACES THE THIRD PARAGRAPH IN THE "HOW TO BUY
SHARES" SECTION, ON PAGE 19.
Shares are purchased at the next NAV calculated after your order is
received and accepted by the transfer agent. NAV is normally calculated at
12:00 p.m. Eastern time for Tax-Exempt; 2:00 p.m. Eastern time for Treasury
Only; 3:00 p.m. Eastern time for Money Market; and 3:00 p.m. and 5:00 p.m.
Eastern time for Treasury, Government, Domestic, and Rated Money Market.
THE FOLLOWING INFORMATION REPLACES THE THIRD PARAGRAPH UNDER THE
SUB-HEADING "BY WIRE" IN THE "HOW TO BUY SHARES" SECTION, ON PAGE 19.
In order to receive same-day acceptance of your investment, you must call
Fidelity Client Services and place your order between 8:30 a.m. and 12:00
p.m. Eastern time for Tax-Exempt; 8:30 a.m. and 2:00 p.m. Eastern time for
Treasury Only; 8:30 a.m. and 3:00 p.m. Eastern time for Money Market; and
8:30 a.m. and 5:00 p.m. Eastern time for Treasury, Government, Domestic,
and Rated Money Market, on days the funds are open for business.
THE FOLLOWING INFORMATION REPLACES THE FIFTH PARAGRAPH UNDER THE
SUB-HEADING "BY WIRE" IN THE "HOW TO BUY SHARES" SECTION, ON PAGE 19.
In order to purchase shares of Treasury, Government, Domestic, and Rated
Money Market after 3:00 p.m. Eastern time, you must contact Fidelity Client
Services one week in advance to make late-trading arrangements. In order
to receive same-day acceptance of your purchase order for Treasury,
Government, Domestic, and Rated Money Market after 3:00 p.m. Eastern time,
you must call Fidelity Client Services as early in the day as possible.
Wired money for purchase orders for Treasury, Government, Domestic, and
Rated Money Market placed after 3:00 p.m. Eastern time that is not properly
identified with a wire reference number will be returned to the bank from
which it was wired and will not be credited to your account.
THE FOLLOWING INFORMATION REPLACES THE SEVENTH PARAGRAPH UNDER THE
SUB-HEADING "BY WIRE" IN THE "HOW TO BUY SHARES" SECTION, BEGINNING ON PAGE
19.
You will earn dividends on the day of your investment, provided (i) you
telephone Fidelity Client Services and place your trade between 8:30 a.m.
and 12:00 p.m. Eastern time for Tax-Exempt; 8:30 a.m. and 2:00 p.m. Eastern
time for Treasury Only; 8:30 a.m. and 3:00 p.m. Eastern time for Money
Market; and 8:30 a.m. and 5:00 p.m. Eastern time for Treasury, Government,
Domestic, and Rated Money Market, on days the funds are open for business,
and (ii) the fund's designated wire bank receives the wire before the close
of the Federal Reserve Wire System on the day your purchase order is
accepted by the transfer agent.
THE FOLLOWING INFORMATION REPLACES THE FIRST PARAGRAPH IN THE "HOW TO SELL
SHARES" SECTION, ON PAGE 20.
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next NAV calculated after your order is received and accepted by the
transfer agent. NAV is normally calculated at 12:00 p.m. Eastern time for
Tax-Exempt; 2:00 p.m. Eastern time for Treasury Only; 3:00 p.m. Eastern
time for Money Market; and 3:00 p.m. and 5:00 p.m. Eastern time for
Treasury, Government, Domestic, and Rated Money Market.
THE FOLLOWING INFORMATION REPLACES THE SIXTH PARAGRAPH UNDER THE
SUB-HEADING "BY TELEPHONE" IN THE "HOW TO SELL SHARES" SECTION, ON PAGE 20.
Redemption proceeds will be wired via the Federal Reserve Wire System to
your bank account of record. If your redemption request is received by
telephone between 8:30 a.m. and 12:00 p.m. Eastern time for Tax-Exempt;
8:30 a.m. and 2:00 p.m. Eastern time for Treasury Only; 8:30 a.m. and 3:00
p.m. Eastern time for Money Market; and 8:30 a.m. and 5:00 p.m. Eastern
time for Treasury, Government, Domestic, and Rated Money Market, redemption
proceeds will normally be wired on the same day your redemption request is
received by the transfer agent.
THE FOLLOWING INFORMATION REPLACES THE EIGHTH PARAGRAPH UNDER THE
SUB-HEADING "BY TELEPHONE" IN THE "HOW TO SELL SHARES" SECTION, ON PAGE 20.
In order to redeem shares of Treasury, Government, Domestic, and Rated
Money Market after 3:00 p.m. Eastern time, you must contact Fidelity Client
Services one week in advance to make late-trading arrangements.
PLEASE NOTE: THE NEXT SIX CHANGES AFFECT THE "SHAREHOLDER AND ACCOUNT
POLICIES" SECTION OF THE PROSPECTUS, BEGINNING ON PAGE 22.
THE FOLLOWING INFORMATION REPLACES THE FIFTH PARAGRAPH UNDER THE
SUB-HEADING "WHEN YOU PLACE AN ORDER TO BUY SHARES" IN THE "TRANSACTION
DETAILS" SECTION, BEGINNING ON PAGE 23.
The income declared for each of Treasury, Government, Domestic, and Rated
Money Market is based on estimates of net interest income for the fund.
Actual income may differ from estimates, and differences, if any, will be
included in the calculation of subsequent dividends.
THE FOLLOWING INFORMATION REPLACES THE SIXTH PARAGRAPH UNDER THE
SUB-HEADING "WHEN YOU PLACE AN ORDER TO BUY SHARES" IN THE "TRANSACTION
DETAILS" SECTION, BEGINNING ON PAGE 23.
Shareholders of record as of 12:00 p.m. Eastern time for Tax-Exempt; 2:00
p.m. Eastern time for Treasury Only; 3:00 p.m. Eastern time for Money
Market; and 5:00 p.m. Eastern time for Treasury, Government, Domestic, and
Rated Money Market, will be entitled to dividends declared that day.
THE SEVENTH PARAGRAPH UNDER THE SUB-HEADING "WHEN YOU PLACE AN ORDER TO BUY
SHARES" IN THE "TRANSACTION DETAILS" SECTION BEGINNING ON PAGE 23 IS
DELETED.
THE FIRST BULLET UNDER THE SUB-HEADING "WHEN YOU PLACE AN ORDER TO SELL
SHARES" IN THE "TRANSACTION DETAILS" SECTION ON PAGE 24 IS DELETED.
THE FOLLOWING INFORMATION REPLACES THE SECOND BULLET UNDER THE SUB-HEADING
"WHEN YOU PLACE AN ORDER TO SELL SHARES" IN THE "TRANSACTION DETAILS"
SECTION, ON PAGE 24.
(small solid bullet) Shares of each fund do not receive the dividend
declared on the day of redemption.
THE FOLLOWING INFORMATION REPLACES THE THIRD PARAGRAPH IN THE "EXCHANGE
RESTRICTIONS" SECTION, ON PAGE 24.
BY TELEPHONE. Exchanges may be requested on any day a fund is open for
business by calling Fidelity Client Services at the number listed on page
19 between 8:30 a.m. and 12:00 p.m. Eastern time for Tax-Exempt; 8:30 a.m.
and 2:00 p.m. Eastern time for Treasury Only; 8:30 a.m. and 3:00 p.m.
Eastern time for Money Market; and 8:30 a.m. and 5:00 p.m. Eastern time for
Treasury, Government, Domestic, and Rated Money Market.
(PAGE 2 OF 2)
TREASURY
(A series of Fidelity Institutional Cash Portfolios)
STATE AND LOCAL ASSET MANAGEMENT SERIES:
GOVERNMENT MONEY MARKET PORTFOLIO
(A series of Fidelity Institutional Investors Trust)
FORM N-14
STATEMENT OF ADDITIONAL INFORMATION
May 1, 1996

This Statement of Additional Information, relates to the proposed
reorganization whereby Treasury, a series of Fidelity Institutional Cash
Portfolios, would acquire substantially all of the assets of State and
Local Asset Management Series: Government Money Market Portfolio (SLAM), a
series of Fidelity Institutional Investors Trust, and assume all of SLAM's
liabilities in exchange solely for Class I Shares of beneficial interest in
Treasury.
This Statement of Additional Information consists of this cover page and
the following described documents, each of which is attached hereto and
incorporated herein by reference:
(small solid bullet) The Statement of Additional Information of Treasury
Class I dated November 1, 1995.
(small solid bullet) The Prospectus for SLAM, dated January 19, 1996, which
includes the Annual Report for the fiscal year ended November 30, 1995.
(small solid bullet) The Statement of Additional Information for SLAM,
dated January 19, 1996.
(small solid bullet) The Annual Report of Treasury Class I for the fiscal
year ended March 31, 1995.
(small solid bullet) The Semiannual Report of Treasury Class I for the
period ended September 30, 1995.
This Statement of Additional Information is not a prospectus. A Proxy
Statement and Prospectus dated May 1, 1996, relating to the
above-referenced matter may be obtained from Fidelity Client Services
Government Team, 82 Devonshire Street, Boston, Massachusetts, 02109. This
Statement of Additional Information relates to, and should be read in
conjunction with, such Proxy Statement and Prospectus.
The date of this Statement of Additional Information is May 1, 1996.

FIDELITY INSTITUTIONAL MONEY MARKET FUNDS: CLASS I
FIDELITY INSTITUTIONAL CASH PORTFOLIOS:
Domestic, Government, Money Market, Treasury
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS:
Tax-Exempt
DAILY MONEY FUND:
Treasury Only
FIDELITY MONEY MARKET TRUST:
Rated Money Market
STATEMENT OF ADDITIONAL INFORMATION
NOVEMBER 1, 1995
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the funds' current Prospectus (dated
November 1, 1995). Please retain this document for future reference. The
funds' financial statements and financial highlights, included in the
Annual Report, for the fiscal year ended March 31, 1995 (August 31, 1995
for Rated Money Market), are incorporated herein by reference. To obtain an
additional copy of the Prospectus or the Annual Report, please call
Fidelity Distributors Corporation at 1-800-544-8888.
TABLE OF CONTENTS PAGE

Investment Policies and Limitations

Portfolio Transactions

Valuation

Performance

Additional Purchase, Exchange and Redemption Information

Distributions and Taxes

FMR

Trustees and Officers

Management Contracts

Contracts with FMR Affiliates

Distribution and Service Plans

Description of the Trusts

Financial Statements

Appendix

INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
SUB-ADVISER
FMR Texas Inc. (FMR Texas)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT FOR TAXABLE FUNDS
Fidelity Investments Institutional Operations Company (FIIOC)
TRANSFER AGENT FOR TAX-EXEMPT
UMB Bank, n.a. (UMB)
IMMI-ptb-1195
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
prospectus. 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 shall be
determined immediately after and as a result of a 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 each fund's investment policies and
limitations.
Each fund's fundamental investment policies and limitations may not be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (1940 Act))
of each fund. However, except for the fundamental investment limitations
set forth below, the investment policies and limitations described in this
SAI are not fundamental, and may be changed without shareholder approval.
INVESTMENT LIMITATIONS OF FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY
THE FOLLOWING ARE TREASURY'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,
provided, however, that with respect to 25% of its total assets, 10% of its
assets may be invested in the securities of an issuer;
(2) issue senior securities, except as permitted under the 1940 Act;
(3) 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 value 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;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) 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;
(6) buy or sell real estate;
(7) 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;
(8) invest in oil, gas, or other mineral exploration or development
programs; or
(9) invest in companies for the purpose of exercising control or
management.
(10) 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 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.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only from a bank or from a registered
investment company or fund for which FMR or an affiliate serves as
investment adviser. The fund will not purchase any security while
borrowings representing more than 5% of its total assets are outstanding.
The fund will not borrow from other funds advised by FMR or its affiliates
if total outstanding borrowings immediately after such borrowing would
exceed 15% of the fund's total assets.
(iv) The fund does not currently intend to purchase or sell futures
contracts or call options. This limitation does not apply to options
attached to, or acquired or traded together with, their underlying
securities, and does not apply to securities that incorporate features
similar to options or futures contracts.
(v) The fund does not currently intend to (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(vi) The fund does not currently intend to make loans, but this limitation
does not apply to purchases of debt securities or to repurchase agreements.
(vii) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable, or to invest in
interests in real estate limited partnerships that are not listed on the
NYSE or the AMEX or traded on the NASDAQ National Market System.
(viii) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(ix) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(x) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company managed by
FMR or an affiliate or successor with substantially the same fundamental
investment objective, policies, and limitations as the fund.
Treasury, under normal conditions, invests 100% of its total assets in U.S.
Treasury bills, notes and bonds and other direct obligations of the U.S.
Treasury. The fund may also engage in repurchase agreements backed by those
obligations. These operating policies may be changed upon 90 days' notice
to shareholders.
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF FIDELITY INSTITUTIONAL CASH PORTFOLIOS:
GOVERNMENT
THE FOLLOWING ARE GOVERNMENT'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,
provided, however, that with respect to 25% of its total assets, 10% of its
assets may be invested in the securities of an issuer;
(2) issue senior securities, except as permitted under the 1940 Act;
(3) 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 value 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;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) 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;
(6) buy or sell real estate;
(7) 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;
(8) invest in oil, gas, or other mineral exploration or development
programs; or
(9) invest in companies for the purpose of exercising control or
management.
(10) 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 a
security issued or guaranteed by the U.S. Government or any of its agencies
or instrumentalities) if, as a result, more than 5% of its total assets
would be invested in the securities of a single issuer; provided that 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.
(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 does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or fund for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party. The fund will not purchase any security while borrowings
(excluding reverse repurchase agreements) representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(v) 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.
(vi) The fund does not currently intend to purchase or sell futures
contracts or call options. This limitation does not apply to options
attached to, or acquired or traded together with, their underlying
securities, and does not apply to securities that incorporate features
similar to options or futures contracts.
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to make loans, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(ix) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable, or to invest in
interests in real estate limited partnerships that are not listed on the
NYSE or the AMEX or traded on the NASDAQ National Market System.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuers together own more than 5% of such issuer's securities.
(xii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company managed by
FMR or an affiliate or successor with substantially the same fundamental
investment objective, policies, and limitations as the fund.
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF FIDELITY INSTITUTIONAL CASH PORTFOLIOS: DOMESTIC
THE FOLLOWING ARE DOMESTIC'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,
provided, however, that with respect to 25% of its total assets, 10% of its
assets may be invested in the securities of an issuer;
(2) issue senior securities, except as permitted under the 1940 Act;
(3) 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 value 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;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 Act in the disposition of restricted securities;
(5) 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;
(6) buy or sell real estate;
(7) 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;
(8) invest in oil, gas, or other mineral exploration or development
programs; or
(9) invest in companies for the purpose of exercising control or
management.
(10) 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 a
security issued or guaranteed by the U.S. Government or any of its agencies
or instrumentalities) if, as a result, more than 5% of its total assets
would be invested in the securities of a single issuer; provided that 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.
(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 does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or fund for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party. The fund will not purchase any security while borrowings
(excluding reverse repurchase agreements) representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(v) 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.
(vi) The fund does not currently intend to purchase or sell futures
contracts or call options. This limitation does not apply to options
attached to, or acquired or traded together with, their underlying
securities, and does not apply to securities that incorporate features
similar to options or futures contracts.
(vii) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% 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.)
(viii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(ix) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable, or to invest in
interests in real estate limited partnerships that are not listed on the
NYSE or the AMEX or traded on the NASDAQ National Market System.
(x) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(xi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company managed by
FMR or an affiliate or successor with substantially the same fundamental
investment objective, policies, and limitations as the fund.
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF FIDELITY INSTITUTIONAL CASH PORTFOLIOS: MONEY
MARKET
THE FOLLOWING ARE MONEY MARKET'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,
provided, however, that with respect to 25% of its total assets, 10% of its
assets may be invested in the securities of an issuer;
(2) issue senior securities, except as permitted under the 1940 Act;
(3) 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 value 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;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) 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;
(6) buy or sell real estate;
(7) 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;
(8) invest in oil, gas, or other mineral exploration or development
programs; or
(9) invest in companies for the purpose of exercising control or
management.
(10) 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 a
security issued or guaranteed by the U.S. Government or any of its agencies
or instrumentalities) if, as a result, more than 5% of its total assets
would be invested in the securities of a single issuer; provided that 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.
(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 does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or fund for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party. The fund will not purchase any security while borrowings
(excluding reverse repurchase agreements) representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(v) 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.
(vi) The fund does not currently intend to purchase or sell futures
contracts or call options. This limitation does not apply to options
attached to, or acquired or traded together with, their underlying
securities, and does not apply to securities that incorporate features
similar to options or futures contracts.
(vii) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% of the
fund's net assets) to a registered investment company or fund for which FMR
or an affiliate serves as investment adviser. (This limitation does not
apply to purchases of debt securities or to repurchase agreements.)
(viii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(ix) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable, or to invest in
interests in real estate limited partnerships that are not listed on the
NYSE or the AMEX or traded on the NASDAQ National Market System.
(x) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(xi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company managed by
FMR or an affiliate or successor with substantially the same fundamental
investment objective, policies, and limitations as the fund.
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF TAX-EXEMPT
THE FOLLOWING ARE TAX-EXEMPT'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, 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
thereof, (a) more than 5% of the fund's total assets would be invested in
the securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the 1940 Act;
(3) make short sales of securities;
(4) purchase any securities on margin, except for such short-term credits
as are necessary for the clearance of transactions;
(5) borrow money, except for temporary or emergency purposes (not for
leveraging or investment) in an amount not to exceed 33 1/3% of the value
of the fund's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that come to exceed 33 1/3% of the
fund's assets by reason of a decline in net assets will be reduced within
three days (exclusive of Sundays and Holidays) to the extent necessary to
comply with the 33 1/3% limitation;
(6) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(7) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government, or any of its agencies,
instrumentalities, territories or possessions, or issued or guaranteed by a
state government or political subdivision thereof) if as a result more than
25% of the value of its total assets would be invested in securities of
companies having their principal business activities in the same industry;
(8) purchase or sell real estate, but this shall not prevent the fund from
investing in municipal bonds or other obligations secured by real estate or
interest therein;
(9) purchase or sell physical commodities;
(10) 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); or
(11) invest in oil, gas or other mineral exploration or development
programs.
(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.
For purposes of limitations (1) and (7), FMR identifies the issuer of a
security depending on the terms and conditions of the security. In
identifying the issuer, FMR will consider the entity or entities
responsible for payment of interest and repayment of principal and the
source of such payments; the way in which assets and revenues of an issuing
political subdivision are separated from those of other political entities;
and whether a governmental body is guaranteeing the security.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL.
(i) The fund may borrow money only (a) from a bank or from a registered
investment company or fund for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party. The fund will not purchase any security while borrowings
(excluding reverse repurchase agreements) representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(ii) 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.
(iii) The fund does not currently intend to purchase or sell futures
contracts or call options. This limitation does not apply to options
attached to, or acquired or traded together with, their underlying
securities, and does not apply to securities that incorporate features
similar to options or futures contracts.
(iv) The fund does not currently intend to engage in repurchase agreements
or make loans, but this limitation does not apply to purchases of debt
securities.
(v) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(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 objective, policies, and
limitations as the fund.
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF TREASURY ONLY
THE FOLLOWING ARE TREASURY ONLY'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the 1940 Act;
(2) 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;
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(4) 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;
(5) 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);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments; or
(7) 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.
(8) 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 LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL:
(i) The fund may borrow money only (a) from a bank or from a registered
investment company or fund for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party. The fund will not purchase any security while borrowings
representing more than 5% of its total assets are outstanding. The fund
will not borrow from other funds advised by FMR or its affiliates if total
outstanding borrowings immediately after such borrowing would exceed 15% of
the fund's total assets.
(ii) The fund does not currently intend to make loans, but this limitation
does not apply to purchases of debt securities.
(iii) 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.
Subject to revision upon 90 days' notice to shareholders, Treasury Only
will not engage in reverse repurchase agreements.
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF RATED MONEY MARKET
THE FOLLOWING ARE RATED MONEY MARKET'S FUNDAMENTAL INVESTMENT LIMITATIONS
SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, 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,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the 1940 Act;
(3) 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;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) 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;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments;
(8) 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.
(9) invest in oil, gas or other mineral exploration or development
programs.
(10) write or purchase any put or call option. This limitation does not
apply to options attached to, or acquired or traded together with, their
underlying securities, and does not apply to securities that incorporate
features similar to options.
(11) 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 objective, policies and limitations as the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL:
(i) The fund does not currently intend to purchase a security (other than a
security issued or guaranteed by the U.S. Government or any of its agencies
or instrumentalities) if, as a result, more than 5% of its total assets
would be invested in the securities of a single issuer; provided that 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.
(ii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party. The fund will not purchase any security while borrowings
(excluding reverse repurchase agreements) representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iii) 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.
(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 10% 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 purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in securities of business
enterprises that, including predecessors, have a record of less than three
years continuous operation.
(vii) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(viii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(ix) The fund does not currently intend to (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(x) 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 objective, policies, and
limitations as the fund.
For purposes of limitation (vi), pass-through entities and other special
purposes vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
Each fund's investments must be consistent with its investment objective
and policies. Accordingly, not all of the security types and investment
techniques discussed below are eligible investments for each of the funds.
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 include
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 include pools of mortgages, loans, receivables or
other assets. Payment of principal and interest 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. The value of asset-backed securities may also be
affected by the creditworthiness of the servicing agent for the pool, the
originator of the loans or receivables, or the entities providing the
credit support.
DELAYED-DELIVERY TRANSACTIONS. Each fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by a fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking 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 on a delayed-delivery basis, each fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because a fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If a fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, the fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When a fund has sold a security on a delayed-delivery
basis, 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, the fund could miss
a favorable price or yield opportunity, or could suffer a loss.
Each fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses.
DOMESTIC AND FOREIGN ISSUERS. Investments may be made in 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. A fund may also invest in 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 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
payment of principal or 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.
FEDERALLY TAXABLE OBLIGATIONS. Under normal conditions, Tax-Exempt does not
intend to invest in securities whose interest is federally taxable.
However, from time to time on a temporary basis, Tax-Exempt may invest a
portion of its assets in fixed-income obligations whose interest is subject
to federal income tax.
Should Tax-Exempt invest in federally taxable obligations, it would
purchase securities that, in FMR's judgment, are of high quality. These
obligations would include those issued or guaranteed by the U.S. Government
or its agencies or instrumentalities and repurchase agreements backed by
such obligations.
Proposals to restrict or eliminate the federal income tax exemption for
interest on municipal obligations are introduced before Congress from time
to time. Proposals also may be introduced before state legislatures that
would affect the state tax treatment of Tax-Exempt's distributions. If such
proposals were enacted, the availability of municipal obligations and the
value of Tax-Exempt's holdings would be affected, and the Trustees would
reevaluate Tax-Exempt's investment objectives and policies.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. 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 instruments. In determining the
liquidity of a fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
Investments currently considered by the funds to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days. Also, FMR may determine some restricted
securities, municipal lease obligations, and time deposits to be illiquid.
In the absence of market quotations, illiquid investments are valued for
purposes of monitoring amortized cost valuation at fair value as determined
in good faith by a committee appointed by the Board of Trustees. If through
a change in values, net assets, or other circumstances, a fund were in a
position where more than 10% of its net assets were invested in illiquid
securities, it would seek to take appropriate steps to protect liquidity.
INTERFUND BORROWING PROGRAM. Pursuant to an exemptive order issued by the
SEC, each fund has received permission to lend money to, and borrow money
from, other funds advised by FMR or its affiliates. Tax-Exempt will
participate in the interfund borrowing program only as a borrower.
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.
Treasury, Treasury Only, Domestic, Money Market, Government, and Rated
Money Market will lend through the program only when the returns are higher
than those available from other short-term instruments (such as repurchase
agreements). A fund will borrow through the program only when the costs are
equal to or lower than the cost of bank loans. 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. Treasury, Government,
and Treasury Only do not currently intend to participate in the program as
lenders.
MARKET DISRUPTION RISK. The value of 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 in the event of a bankruptcy. Municipal
bankruptcies are relatively rare, and certain provisions of the U.S.
Bankruptcy Code governing such bankruptcies are unclear and remain
untested. Further, the application of state law to municipal issuers could
produce varying results among the states or among municipal securities
issuers within a state. These legal uncertainties could affect the
municipal securities market generally, certain specific segments of the
market, or the relative credit quality of particular securities. Any of
these effects could have a significant impact on the prices of some or all
of the municipal securities held by a fund, making it more difficult for
the fund to maintain a stable net asset value per share.
MONEY MARKET SECURITIES are high-quality, short-term obligations. Some
money market securities employ a trust or other similar structure to modify
the maturity, price characteristics, or quality of financial assets. 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 the structure does not perform 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 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 LEASES and participation interests therein may take the form of a
lease, an installment purchase, or a conditional sale contract and are
issued by state and local governments and authorities to acquire land or a
wide variety of equipment and facilities. Generally, the funds will not
hold such obligations directly as a lessor of the property, but will
purchase a participation interest in a municipal obligation from a bank or
other third party. A participation interest gives a fund a specified,
undivided interest in the obligation in proportion to its purchased
interest in the total amount of the obligation.
Municipal leases frequently have risks distinct from those associated with
general obligation or revenue bonds. State constitutions and statutes set
forth requirements that states or municipalities must meet to incur debt.
These may include voter referenda, interest rate limits, or public sale
requirements. Leases, installment purchases, or conditional sale contracts
(which normally provide for title to the leased asset to pass to the
governmental issuer) have evolved as a means for governmental issuers to
acquire property and equipment without meeting their constitutional and
statutory requirements for the issuance of debt. Many leases and contracts
include "non-appropriation clauses" providing that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis. Non-appropriation
clauses free the issuer from debt issuance limitations.
MUNICIPAL SECTORS:
ELECTRIC UTILITIES INDUSTRY. The electric utilities industry has been
experiencing, and will continue to experience, increased competitive
pressures. Federal legislation in the last two years will open transmission
access to any electricity supplier, although it is not presently known to
what extent competition will evolve. Other risks include: (a) the
availability and cost of fuel, (b) the availability and cost of capital,
(c) the effects of conservation on energy demand, (d) the effects of
rapidly changing environmental, safety, and licensing requirements, and
other federal, state, and local regulations, (e) timely and sufficient rate
increases, and (f) opposition to nuclear power.
HEALTH CARE INDUSTRY. The health care industry is subject to regulatory
action by a number of private and governmental agencies, including federal,
state, and local governmental agencies. A major source of revenues for the
health care industry is payments from the Medicare and Medicaid programs.
As a result, the industry is sensitive to legislative changes and
reductions in governmental spending for such programs. Numerous other
factors may affect the industry, such as general and local economic
conditions; demand for services; expenses (including malpractice insurance
premiums); and competition among health care providers. In the future, the
following elements may adversely affect health care facility operations:
adoption of legislation proposing a national health insurance program;
other state or local health care reform measures; medical and technological
advances which dramatically alter the need for health services or the way
in which such services are delivered; changes in medical coverage which
alter the traditional fee-for-service revenue stream; and efforts by
employers, insurers, and governmental agencies to reduce the costs of
health insurance and health care services.
HOUSING. Housing revenue bonds are generally issued by a state, county,
city, local housing authority, or other public agency. They generally are
secured by the revenues derived from mortgages purchased with the proceeds
of the bond issue. It is extremely difficult to predict the supply of
available mortgages to be purchased with the proceeds of an issue or the
future cash flow from the underlying mortgages. Consequently, there are
risks that proceeds will exceed supply, resulting in early retirement of
bonds, or that homeowner repayments will create an irregular cash flow.
Many factors may affect the financing of multi-family housing projects,
including acceptable completion of construction, proper management,
occupancy and rent levels, economic conditions, and changes to current laws
and regulations.
EDUCATION. In general, there are two types of education-related bonds;
those issued to finance projects for public and private colleges and
universities, and those representing pooled interests in student loans.
Bonds issued to supply educational institutions with funds are subject to
the risk of unanticipated revenue decline, primarily the result of
decreasing student enrollment or decreasing state and federal funding.
Among the factors that may lead to declining or insufficient revenues are
restrictions on students' ability to pay tuition, availability of state and
federal funding, and general economic conditions. Student loan revenue
bonds are generally offered by state (or substate) authorities or
commissions and are backed by pools of student loans. Underlying student
loans may be guaranteed by state guarantee agencies and may be subject to
reimbursement by the United States Department of Education through its
guaranteed student loan program. Others may be private, uninsured loans
made to parents or students which are supported by reserves or other forms
of credit enhancement. Recoveries of principal due to loan defaults may be
applied to redemption of bonds or may be used to re-lend, depending on
program latitude and demand for loans. Cash flows supporting student loan
revenue bonds are impacted by numerous factors, including the rate of
student loan defaults, seasoning of the loan portfolio, and student
repayment deferral during periods of forbearance. Other risks associated
with student loan revenue bonds include potential changes in federal
legislation regarding student loan revenue bonds, state guarantee agency
reimbursement and continued federal interest and other program subsidies
currently in effect.
WATER AND SEWER. Water and sewer revenue bonds are often considered to have
relatively secure credit as a result of their issuer's importance, monopoly
status, and generally unimpeded ability to raise rates. Despite this, lack
of water supply due to insufficient rain, run-off, or snow pack is a
concern that has led to past defaults. Further, public resistance to rate
increases, costly environmental litigation, and federal environmental
mandates are challenges faced by issuers of water and sewer bonds.
TRANSPORTATION. Transportation debt may be issued to finance the
construction of airports, toll roads, highways or other transit facilities.
Airport bonds are dependent on the general stability of the airline
industry and on the stability of a specific carrier who uses the airport as
a hub. Air traffic generally follows broader economic trends and is also
affected by the price and availability of fuel. Toll road bonds are also
affected by the cost and availability of fuel as well as toll levels, the
presence of competing roads, and the general economic health of the area.
Fuel costs and availability also affect other transportation-related
securities, as does the presence of alternate forms of transportation, such
as public transportation.
PUT FEATURES entitle the holder to sell a security back to the issuer or a
third party at any time or at specified intervals. They 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.
1.QUALITY AND MATURITY. Pursuant to procedures adopted by the Board of
Trustees, the funds may purchase only high-quality securities that FMR
believes present minimal credit risks. To be considered high-quality, a
security must be rated in accordance with applicable rules in one of the
two highest categories for short-term securities by at least two nationally
recognized rating services (or by one, if only one rating service has rated
the security); or, if unrated, judged to be of equivalent quality by FMR.
High-quality securities are divided into "first tier" and "second tier"
securities. First tier securities are those deemed to be in the highest
rating category (e.g., Standard & Poor's A-1 or SP-1), and second tier
securities are those deemed to be in the second highest rating category
(e.g., Standard & Poor's A-2 or SP-2). Split-rated securities may be
determined to be either first or second tier based on applicable
regulations.
Each of Treasury, Government, Domestic, Money Market, Treasury Only, and
Rated Money Market may not invest more than 5% of its total assets in
second tier securities. In addition, each of Treasury, Government,
Domestic, Money Market, Treasury Only, and Rated Money Market fund may not
invest more than 1% of its total assets or $1 million (whichever is
greater) in the second tier securities of a single issuer.
Each fund currently intends to limit its investments to securities with
remaining maturities of 397 days or less, and to maintain a dollar-weighted
average maturity of 90 days or less. When determining the maturity of a
security, a fund may look to an interest rate reset or demand feature.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits 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. To protect the fund
from the risk that the original seller will not fulfill its obligation, the
securities are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to a fund in connection with bankruptcy
proceedings), it is each fund's current policy to engage in repurchase
agreement transactions with parties whose creditworthiness has been
reviewed and found satisfactory by FMR.
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, a fund 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, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security. However, in general, each fund anticipates holding restricted
securities to maturity or selling them in an exempt transaction.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement. A
fund will enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of the fund's assets and may be
viewed as a form of leverage.
SHORT SALES "AGAINST THE BOX." A fund may sell securities short when it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short. Short sales could be used to protect the net
asset value per share 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, including interest
expenses, in connection with opening, maintaining, and closing short sales
against the box.
SOURCES OF CREDIT OR LIQUIDITY SUPPORT. FMR may rely on its evaluation of
the credit of a bank or another entity in determining whether to purchase a
security supported by a letter of credit guarantee, insurance or other
source of credit or liquidity. 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.
STRIPPED GOVERNMENT SECURITIES. Stripped securities are created by
separating the income and principal components of a debt instrument and
selling them separately. U.S. Treasury STRIPS (Separate Trading of
Registered Interest and Principal of Securities), are created when the
coupon payments and the principal payment are stripped from an outstanding
Treasury bond by the Federal Reserve Bank. Bonds issued by the government
agencies also may be stripped in this fashion.
Privately stripped government securities are created when a dealer deposits
a Treasury security or federal agency security with a custodian for
safekeeping and then sells the coupon payments and principal payment that
will be generated by this security. Proprietary receipts, such as
Certificates of Accrual on Treasury Securities (CATS), Treasury Investment
Growth Receipts (TIGRS), and generic Treasury Receipts (TRs), are stripped
U.S. Treasury securities that are separated into their component parts
through trusts created by their broker sponsors. Bonds issued by the
government agencies also may be stripped in this fashion.
Because of the SEC's views on privately stripped government securities, a
fund must evaluate them as it would non-government securities pursuant to
regulatory guidelines applicable to all money market funds. A fund
currently intends to purchase only those privately stripped government
securities that have either received the highest rating from two nationally
recognized rating services (or one, if only one has rated the security) or,
if unrated, have been judged to be of equivalent quality by FMR pursuant to
procedures adopted by the Board of Trustees.
VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments of
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
have put features.
ZERO COUPON BONDS do not make regular interest payments. Instead, they are
sold at a deep discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current
income, their prices can be very volatile when interest rates change. In
calculating its daily dividend, a fund takes into account as income a
portion of the difference between a zero coupon bond's purchase price and
its face value.
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 has granted investment management authority to the
sub-adviser (see the section entitled "Management Contracts"), and the
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 below. FMR is also responsible for the placement of transaction
orders for other investment companies and accounts for which it or its
affiliates act as investment adviser. Securities purchased and sold by a
fund generally will be traded on a net basis (i.e., without commission). 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; and the reasonableness of any commissions.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other 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 accounts; effect securities transactions, and perform
functions incidental thereto (such as clearance and settlement). FMR
maintains a listing of broker-dealers who provide such services on a
regular basis. However, as many transactions on behalf of the funds are
placed with broker-dealers (including broker-dealers on the list) without
regard to the furnishing of such services, it is not possible to estimate
the proportion of such transactions directed to such broker-dealers solely
because such services were provided. The selection of such broker-dealers
generally is made by FMR (to the extent possible consistent with execution
considerations) based upon the quality of research and execution services
provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds 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 the funds. 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.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive 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 the
funds 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 the
funds and 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.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with FBSI and Fidelity Brokerage
Services (FBS), subsidiaries of FMR Corp., if the commissions are fair,
reasonable, and comparable to commissions charged by nonaffiliated,
qualified brokerage firms for similar services. From September 1992 through
December 1994, FBS operated under the name Fidelity Brokerage Services
Limited, Inc. (FBSL). As of January 1995, FBSL was converted to an
unlimited liability company and assumed the name FBS. Prior to September 4,
1992, FBSL operated under the name Fidelity Portfolio Services, Ltd. (FPSL)
as a wholly owned subsidiary of Fidelity International Limited (FIL).
Edward C. Johnson 3d is Chairman of FIL. Mr. Johnson 3d, Johnson family
members, and various trusts for the benefit of the Johnson family own,
directly or indirectly, more than 25% of the voting common stock of FIL.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute fund transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
Each fund's Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the funds and review the commissions paid by each fund over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund.
For fiscal years ended March 31, 1995, 1994, and 1993 (August 31, 1995,
1994, and 1993 for Rated Money Market), the funds paid no brokerage
commissions. During fiscal year ended March 31, 1995 (August 31, 1995 for
Rated Money Market), the funds paid no fees to brokerage firms that
provided research.
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, investment decisions for each fund
are made independently from those of other funds managed by FMR or 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 accounts.
Simultaneous transactions are inevitable when several funds and 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
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
Fidelity Service Company (FSC) normally determines a fund's net asset value
per share (NAV) at 12:00 p.m. Eastern time for Tax-Exempt and Treasury
Only; 3:00 p.m. Eastern time for Government, Domestic, and Money Market;
3:00 p.m. and 4:00 p.m. Eastern time for Rated Money Market; and 3:00 p.m.
and 5:00 p.m. Eastern time for Treasury. The valuation of portfolio
securities is determined as of these times for the purpose of computing
each fund's NAV.
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.
During periods of declining interest rates, a fund's yield based on
amortized cost valuation may be higher than would result if the fund used
market valuations to determine its NAV. The converse would apply during
periods of rising interest rates.
Valuing each fund's instruments on the basis of amortized cost and use of
the term "money market fund" are permitted pursuant to Rule 2a-7 under the
1940 Act. Each fund must adhere to certain conditions under Rule 2a-7, as
summarized in the section entitled "Quality and Maturity" on page .
The Board of Trustees oversees FMR's adherence to the provisions of Rule
2a-7 and has established procedures designed to stabilize each fund's NAV
at $1.00. At such intervals as they deem appropriate, the Trustees consider
the extent to which NAV calculated by using market valuations would deviate
from $1.00 per share. 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
The funds 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. Yield and total return fluctuate in
response to market conditions and other factors.
YIELD CALCULATIONS. To compute a class's yield 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. An effective
yield may also be calculated by compounding the base period return over a
one-year period. In addition to the current yield, the funds may quote
yields in advertising based on any historical seven-day period. Yields for
each class of the funds are calculated on the same basis as other money
market funds, as required by applicable regulations.
Yield information may be useful in reviewing a class's performance and in
providing a basis for comparison with other investment alternatives.
However, each class'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
class's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates a class'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 class's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
A class's tax-equivalent yield is the rate an investor would have to earn
from a fully taxable investment before taxes to equal the class's tax-free
yield. Tax-equivalent yields are calculated by dividing a class's yield by
the result of one minus a stated federal or combined federal and state tax
rate. If only a portion of a class's yield is tax-exempt, only that portion
is adjusted in the calculation.
The following table shows the effect of a shareholder's tax status on
effective yield under federal income tax laws for 1995. It shows the
approximate yield a taxable security must provide at various income
brackets to produce after-tax yields equivalent to those of hypothetical
tax-exempt obligations yielding from 2.00% to 8.00%. Of course, no
assurance can be given that a class will achieve any specific tax-exempt
yield. While Tax-Exempt invests principally in obligations whose interest
is exempt from federal income tax, other income received by the fund may be
taxable.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 TAX RATES AND TAX-EQUIVALENT YIELDS

Taxable Income* Federal If individual tax-exempt yield is:
Income

Tax 2.00% 3.00% 4.00% 5.00% 6.0% 7.00% 8.00%
Single Joint
Return Return Bracket** Then taxable equivalent yield is:

$23,351 - $36,001 - 28.0% 2.78% 4.17% 5.56% 6.94% 8.33% 9.72% 11.11%
$56,500 $94,250

$56,501 - $94,251 - 31.0% 2.90% 4.35% 5.80% 7.25% 8.70% 10.14% 11.59%
$117,950 $143,600

$117,951 - $143,601 - 36.0% 3.13% 4.69% 6.25% 7.81% 9.38% 10.94% 12.50%
$256,500 $256,500

$256,501 - $256,501 - 39.6% 3.31% 4.97% 6.62% 8.28% 9.93% 11.59% 13.25%

</TABLE>

* Net amount subject to federal income tax after deductions and exemptions.
Assumes ordinary income only.
** Excludes the impact of the phaseout of personal exemptions, limitations
on itemized deductions, and other credits, exclusions, and adjustments
which may increase a taxpayer's marginal tax rate. An increase in a
shareholder's marginal tax rate would increase that shareholder's
tax-equivalent yield.
Tax-Exempt may invest a portion of its assets in obligations that are
subject to state or federal income taxes. When the fund invests in these
obligations, its tax-equivalent yield will be lower. In the table above,
the tax-equivalent yields are calculated assuming investments are 100%
federally and state tax-free.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a class's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the class's NAV over a
stated period. Average annual total returns are calculated by determining
the growth or decline in value of a hypothetical historical investment 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 total return of 100% over ten years would produce an average
annual total 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 total returns are a convenient means of comparing investment
alternatives, investors should realize that performance is not constant
over time, but changes from year to year, and that average annual total
returns represent averaged figures as opposed to the actual year-to-year
performance of a class.
In addition to average annual total returns, a class may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
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. Total 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 total return. Total returns may be quoted on a
before-tax or after-tax basis. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration.
HISTORICAL RESULTS. The following table shows 7-day yields, tax-equivalent
yields, and total returns for Class I of each fund for the period ended
March 31, 1995 (August 31, 1995 for Rated Money Market).
Tax-Exempt's Class I tax-equivalent yield is based on a 36% federal income
tax rate.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns Cumulative Total Returns
Seven-
Day Tax One Five Life of One Five Life of
Yield Equiva
lent Year Years Fund*/Te Year Years Fund*/Te
Yield n Years n Years
Rated Money Market - 5.46% N/A 5.53% 4.60% 6.11% 5.53% 25.20% 80.99%
Class I

Treasury - Class I 5.98% N/A 4.78% 4.90% 6.03% 4.78% 27.03% 61.24%

Government - Class I 6.01% N/A 4.86% 4.99% 6.32% 4.86% 27.60% 81.07%

Domestic - Class I 6.06% N/A 4.97% 5.03% 5.31% 4.97% 27.81% 32.32%

Money Market - Class I 6.07% N/A 4.99% 5.09% 6.43% 4.99% 28.15% 83.60%

Treasury Only - Class I 5.80% N/A 4.65% N/A 4.45% 4.65% N/A 21.65%

Tax-Exempt - Class I 3.94% 6.16% 3.18% 3.65% 4.41% 3.18% 19.61% 51.86%

</TABLE>

* Life of Fund figures are from commencement of operations of each fund,
except Rated Money Market which reports a Ten Years figure. Commencement of
operations for each fund, other than Rated Money Market, are as follows:
Treasury - February 2, 1987; Government - July 25, 1985; Domestic -
November 3, 1989; Money Market - July 5, 1985; Treasury Only - October 3,
1990; and Tax-Exempt - July 25, 1985.
Note: If FMR had not reimbursed certain fund expenses during these periods,
the total returns would have been lower and the yields for Class I of each
fund would have been:
Fund Yield Tax-Equivalent
Yield

Rated Money Market - Class I N/A N/A

Treasury - Class I 5.91% N/A

Government - Class I 5.95% N/A

Domestic - Class I 5.97% N/A

Money Market - Class I 6.01% N/A

Treasury Only - Class I 5.58% N/A

Tax-Exempt - Class I 3.86% 6.03%

The following tables show the income and capital elements of each fund's
Class I cumulative total return. The tables compare each fund's Class I
return to the record of the Standard & Poor's Composite Index of 500 Stocks
(S&P 500), the Dow Jones Industrial Average (DJIA), and the cost of living
(measured by the Consumer Price Index, or CPI) over the same period. The
CPI information is as of the month end closest to the initial investment
date for each fund. The S&P 500 and DJIA comparisons are provided to show
how each class's total return compared to the record of a broad average of
common stocks and a narrower set of stocks of major industrial companies,
respectively, over the same period. Of course, since each fund invests in
short-term fixed-income securities, common stocks represent a different
type of investment from the fund. 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. Figures for the S&P 500 and DJIA are based on the prices of
unmanaged groups of stocks and, unlike the funds' returns, do not include
the effect of paying brokerage commissions or other costs of investing.
RATED MONEY MARKET
HISTORICAL FUND RESULTS
During the ten year period ended August 31, 1995, a hypothetical $10,000
investment in Class I of Rated Money Market would have grown to $18,099,
assuming all distributions were reinvested. This was a period of
fluctuating interest rates and the figures below should not be considered
representative of the dividend income or capital gain or loss that could be
realized from an investment in Class I of the fund today.

<TABLE>
<CAPTION>
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INDICES

Period Ended Value of Value of Value of Total S&P 500 DJIA Cost of
Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

8/31/86 10,000 742 0 10,742 13,914 14,773 10,157

8/31/87 10,000 1,408 0 11,408 18,718 21,377 10,593

8/31/88 10,000 2,217 0 12,217 15,389 16,894 11,019

8/31/89 10,000 3,335 0 13,335 21,428 23,615 11,537

8/31/90 10,000 4,456 0 14,456 20,358 23,431 12,185

8/31/91 10,000 5,450 0 15,450 25,836 28,277 12,648

8/31/92* 10,000 6,123 0 16,123 27,885 31,172 13,046

8/31/93 10,000 6,596 0 16,596 32,132 35,985 13,407

8/31/94 10,000 7,151 0 17,151 33,890 39,634 13,796

8/31/95 10,000 8,099 0 18,099 41,158 47,913 14,157

</TABLE>

* The fiscal year end of the fund changed from October 31 to August 31 in
July 1992.
Explanatory Notes: With an initial investment of $10,000 made on August 31,
1985, the net amount invested in Class I shares of the fund was $10,000.
The cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends for the period covered (their cash value at
the time they were reinvested), amounted to $18,099. If distributions had
not been reinvested, the amount of distributions earned from Class I shares
of the fund over time would have been smaller, and cash payments
(dividends) for the period would have amounted to $5,949. The fund did not
distribute any capital gains during the period. Tax consequences of
different investments have not been factored into the above figures.
TREASURY
HISTORICAL FUND RESULTS
During the period from February 2, 1987 (commencement of operations) to
March 31, 1995, a hypothetical $10,000 investment in Class I of Treasury
would have grown to $16,124, assuming all distributions were reinvested.
This was a period of fluctuating interest rates and the figures below
should not be considered representative of the dividend income or capital
gain or loss that could be realized from an investment in Class I of the
fund today.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
INDICES

Period Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1987* $ 10,000 $ 93 $ 0 $ 10,093 $ 10,694 $ 10,731 $ 10,081

1988 10,000 759 0 10,759 9,804 9,560 10,477

1989 10,000 1,632 0 11,632 11,583 11,432 10,998

1990 10,000 2,693 0 12,693 13,816 14,014 11,574

1991 10,000 3,692 0 13,692 15,805 15,668 12,140

1992 10,000 4,433 0 14,433 17,552 17,950 12,527

1993 10,000 4,932 0 14,932 20,229 19,633 12,914

1994 10,000 5,389 0 15,389 20,528 21,366 13,237

1995 10,000 6,124 0 16,124 23,722 25,101 13,615

</TABLE>

* From February 2, 1987 (commencement of operations).
Explanatory Notes: With an initial investment of $10,000 made on February
2, 1987, the net amount invested in Class I shares of the fund was $10,000.
The cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends for the period covered (their cash value at
the time they were reinvested), amounted to $16,124. If distributions had
not been reinvested, the amount of distributions earned from Class I shares
of the fund over time would have been smaller, and cash payments
(dividends) for the period would have amounted to $4,790. The fund did not
distribute any capital gains during the period. Tax consequences of
different investments have not been factored into the above figures.
GOVERNMENT
HISTORICAL FUND RESULTS
During the period from July 25, 1985 (commencement of operations) through
March 31, 1995, a hypothetical investment of $10,000 in Class I of
Government would have grown to $18,107, assuming all distributions were
reinvested. This was a period of fluctuating interest rates and the figures
below should not be considered representative of the dividend income or
capital gain or loss that could be realized from an investment in Class I
of the fund today.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
INDICES

Period Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living**
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1986* $ 10,000 $ 547 $ 0 $ 10,547 $ 12,812 $ 13,855 $ 10,093

1987 10,000 1,233 0 11,233 16,170 18,170 10,399

1988 10,000 2,017 0 12,017 14,824 16,188 10,807

1989 10,000 3,001 0 13,001 17,514 19,358 11,345

1990 10,000 4,191 0 14,191 20,890 23,729 11,939

1991 10,000 5,318 0 15,318 23,897 26,530 12,523

1992 10,000 6,167 0 16,167 26,540 30,395 12,922

1993 10,000 6,743 0 16,743 30,588 33,245 13,321

1994 10,000 7,267 0 17,267 31,039 36,179 13,655

1995 10,000 8,107 0 18,107 35,869 42,502 14,045

</TABLE>

* From July 25, 1985 (commencement of operations).
** From month end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 made on July 25,
1985, the net amount invested in Class I shares of the fund was $10,000.
The cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends for the period covered (their cash value at
the time they were reinvested), amounted to $18,107. If distributions had
not been reinvested, the amount of distributions earned from Class I shares
of the fund over time would have been smaller, and cash payments
(dividends) for the period would have amounted to $5,954. The fund did not
distribute any capital gains during the period. Tax consequences of
different investments have not been factored into the above figures.
DOMESTIC
HISTORICAL FUND RESULTS
During the period from November 3, 1989 (commencement of operations) to
March 31, 1995, a hypothetical $10,000 investment in Class I of Domestic
would have grown to $13,232, assuming all distributions were reinvested.
This was a period of fluctuating interest rates and the figures below
should not be considered representative of the dividend income or capital
gain or loss that could be realized from an investment in Class I of the
fund today.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
INDICES

Period Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1990* $ 10,000 $ 352 $ 0 $ 10,352 $ 10,189 $ 10,451 $ 10,247

1991 10,000 1,192 0 11,192 11,655 11,685 10,748

1992 10,000 1,808 0 11,808 12,944 13,387 11,091

1993 10,000 2,222 0 12,222 14,919 14,642 11,433

1994 10,000 2,605 0 12,605 15,139 15,935 11,720

1995 10,000 3,232 0 13,232 17,494 18,720 12,054

</TABLE>

* From November 3, 1989 (commencement of operations).
Explanatory Notes: With an initial investment of $10,000 made on November
3, 1989, the net amount invested in Class I shares of the fund was $10,000.
The cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends for the period covered (their cash value at
the time they were reinvested), amounted to $13,232. If distributions had
not been reinvested, the amount of distributions earned from Class I shares
of the fund over time would have been smaller, and cash payments
(dividends) for the period would have amounted to $2,807. The fund did not
distribute any capital gains during the period. Tax consequences of
different investments have not been factored into the above figures.
MONEY MARKET
HISTORICAL FUND RESULTS
During the period from July 5, 1985 (commencement of operations) to March
31, 1995, a hypothetical $10,000 investment in Class I of Money Market
would have grown to $18,360, assuming all distributions were reinvested.
This was a period of fluctuating interest rates and the figures below
should not be considered representative of the dividend income or capital
gain or loss that could be realized from an investment in Class I of the
fund today.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
INDICES

Period Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1986* $ 10,000 $ 601 $ 0 $ 10,601 $ 12,848 $ 14,126 $ 10,112

1987 10,000 1,297 0 11,297 16,217 18,525 10,418

1988 10,000 2,103 0 12,103 14,867 16,504 10,827

1989 10,000 3,113 0 13,113 17,564 19,736 11,366

1990 10,000 4,327 0 14,327 20,950 24,192 11,961

1991 10,000 5,492 0 15,492 23,965 27,048 12,546

1992 10,000 6,358 0 16,358 26,615 30,988 12,946

1993 10,000 6,945 0 16,945 30,675 33,894 13,346

1994 10,000 7,486 0 17,486 31,128 36,885 13,680

1995 10,000 8,360 0 18,360 35,971 43,332 14,071

</TABLE>

* From July 5, 1985 (commencement of operations).
Explanatory Notes: With an initial investment of $10,000 made on July 5,
1985, the net amount invested in Class I shares of the fund was $10,000.
The cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends for the period covered (their cash value at
the time they were reinvested), amounted to $18,360. If distributions had
not been reinvested, the amount of distributions earned from Class I shares
of the fund over time would have been smaller, and cash payments
(dividends) for the period would have amounted to $6,093. The fund did not
distribute any capital gains during the period. Tax consequences of
different investments have not been factored into the above figures.
TREASURY ONLY
HISTORICAL FUND RESULTS
During the period from October 3, 1990 (commencement of operations) to
March 31, 1995, a hypothetical $10,000 investment in Class I of Treasury
Only would have grown to $12,165, assuming all distributions were
reinvested. This was a period of fluctuating interest rates and the figures
below should not be considered representative of the dividend income or
capital gain or loss that could be realized from an investment in Class I
of the fund today.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
INDICES

Period Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1991* $ 10,000 $ 353 $ 0 $ 10,353 $ 12,114 $ 11,848 $ 10,173

1992 10,000 913 0 10,913 13,454 13,573 10,497

1993 10,000 1,285 0 11,285 15,506 14,846 10,821

1994 10,000 1,624 0 11,624 15,735 16,157 11,093

1995+ 10,000 2,165 0 12,165 18,183 18,980 11,409

</TABLE>

* From October 3, 1990 (commencement of operations).
+ The fiscal year end of the fund changed from July 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 made on October 3,
1990, the net amount invested in Class I shares of the fund was $10,000.
The cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends for the period covered (their cash value at
the time they were reinvested) amounted to $12,165. If distributions had
not been reinvested, the amount of distributions earned from Class I shares
of the fund over time would have been smaller, and cash payments
(dividends) for the period would have amounted to $1,963. The fund did not
distribute any capital gains during the period. Tax consequences of
different investments have not been factored into the above figures.
TAX-EXEMPT
HISTORICAL FUND RESULTS
During the period from July 25, 1985 (commencement of operations) to March
31, 1995, a hypothetical $10,000 investment in Class I of Tax-Exempt would
have grown to $15,186, assuming all distributions were reinvested. This was
a period of fluctuating interest rates and the figures below should not be
considered representative of the dividend income or capital gain or loss
that could be realized from an investment in Class I of the fund today.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
INDICES

Period Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living**
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1986* $ 10,000 $ 368 $ 0 $ 10,368 $ 12,812 $ 13,855 $ 10,093

1987 10,000 814 0 10,814 16,170 18,170 10,399

1988 10,000 1,323 0 11,323 14,824 16,188 10,807

1989 10,000 1,958 0 11,958 17,514 19,358 11,345

1990 10,000 2,697 0 12,697 20,890 23,729 11,939

1991 10,000 3,411 0 13,411 23,897 26,530 12,523

1992 10,000 3,973 0 13,973 26,540 30,395 12,922

1993 10,000 4,369 0 14,369 30,588 33,245 13,321

1994 10,000 4,718 0 14,718 31,039 36,179 13,655

1995+ 10,000 5,186 0 15,186 35,869 42,502 14,045

</TABLE>

* From July 25, 1985 (commencement of operations)
** From month end closest to initial investment date.
+ The fiscal year end of the fund changed from May 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 made on July 25,
1985, the net amount invested in Class I shares of the fund was $10,000.
The cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends for the period covered (their cash value at
the time they were reinvested), amounted to $15,186. If distributions had
not been reinvested, the amount of distributions earned from Class I shares
of the fund over time would have been smaller, and cash payments
(dividends) for the period would have amounted to $4,186. The fund did not
distribute any capital gains during the period. Tax consequences of
different investments have not been factored into the above figures.
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 Analytical Services, Inc. (Lipper),
an independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Lipper generally ranks funds on the basis of
total return, assuming reinvestment of distributions, but does not take
sales charges or redemption fees into consideration, and is prepared
without regard to tax consequences. Lipper may also rank funds 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 indices
prepared by Lipper or other organizations. When comparing these indices, 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, the 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 indices.
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 total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
A fund may compare its performance or the performance of securities in
which it may invest to averages published by IBC USA (Publications), Inc.
of Ashland, Massachusetts. These averages assume reinvestment of
distributions. The IBC/Donoghue's MONEY FUND
AVERAGES(trademark)/Government, which is reported in the MONEY FUND
REPORT(trademark), covers over 229 money market funds; IBC/Donoghue's MONEY
FUND AVERAGES(trademark)/All Taxable, which is reported in the MONEY FUND
REPORT(trademark), covers over 749 money market funds; IBC/Donoghue's MONEY
FUND AVERAGES(trademark)/All Tax-Free, which is reported in the MONEY FUND
REPORT(trademark), covers over 387 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; charitable giving; and the
Fidelity credit card. 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, 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.
As of August 31, 1995, FMR advised over $26.5 billion in tax-free fund
assets, $79 billion in money market fund assets, $218 billion in equity
fund assets, $56 billion in international fund assets, and $23 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.
In addition to performance rankings, each class of a fund may compare its
total expense ratio to the average total expense ratio of similar funds
tracked by Lipper. A class'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
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing a class's NAV. Shareholders receiving 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.
Pursuant to Rule 11a-3 under the 1940 Act, each fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, the 60-day notification requirement may
be waived if (i) the only effect of a modification would be to reduce or
eliminate an administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) a fund suspends the
redemption of the shares to be exchanged as permitted under the 1940 Act or
the rules and regulations thereunder, or a fund to be acquired suspends the
sale of its shares because it is unable to invest amounts effectively in
accordance with its investment objective and policies.
In the prospectus, each fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, a fund would be unable to invest
effectively in accordance with its investment objective and policies, or
would otherwise potentially be adversely affected.
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 distributed as dividend income, but do not
qualify for the dividends received deduction. A portion of each fund's
dividends derived from certain U.S. government obligations may be exempt
from state and local taxation.
To the extent that each fund's income is designated as federally tax-exempt
interest, the daily dividends declared by the fund are also federally
tax-exempt. Short-term capital gains are distributed as dividend income,
but do not qualify for the dividends-received deduction. These gains will
be taxed as ordinary income.
Each fund will send each shareholder a notice in January describing the tax
status of dividend and capital gain distributions (if any) for the prior
year.
Shareholders are required to report tax-exempt income on their federal tax
returns. Shareholders who earn other income, such as social security
benefits, may be subject to federal income tax on up to 85% of such
benefits to the extent that their income, including tax-exempt income,
exceeds certain base amounts.
Tax-Exempt purchases municipal securities that are free from federal income
tax based on opinions of counsel regarding their tax status. These opinions
generally will be based on covenants by the issuers or other parties
regarding continuing compliance with federal tax requirements. If at any
time the covenants are not complied with, distribution to shareholders of
interest on a security could become federally taxable retroactive to the
date a security was issued. For certain types of structured securities,
opinions of counsel may also be based on the effect of the structure on the
federal tax treatment of the income.
As a result of the Tax Reform Act of 1986, interest on certain "private
activity" securities is subject to the federal alternative minimum tax
(AMT), although the interest continues to be excludable from gross income
for other tax purposes. Interest from private activity securities will be
considered tax-exempt for purposes of Tax-Exempt's policy on investing so
that at least 80% of its income is free from federal income tax. Interest
from private activity securities is a tax preference item for the purposes
of determining whether a taxpayer is subject to the AMT and the the amount
of AMT to be paid, if any. Private activity securities issued after August
7, 1986 to benefit a private or industrial user or to finance a private
facility are affected by this rule.
A portion of the gain on bonds purchased with market discount after April
30, 1993 and short-term capital gains distributed by the fund are taxable
to shareholders as dividends, not as capital gains. Dividend distributions
resulting from a recharacterization of gain from the sale of bonds
purchased with market discount after April 30, 1993 are not considered
income for the purposes of Tax-Exempt's policy of investing so that at
least 80% of its income is free from federal income tax. Tax-Exempt may
distribute any net realized short-term capital gains and taxable market
discounts once a year or more often, as necessary, to maintain its net
asset value at $1.00 per share.
It is the current position of the staff of the SEC that a fund that uses
the term "tax-exempt" in its name may not derive more than 20% of its
income from municipal obligations that pay interest that is a preference
item for purposes of the AMT. According to this position, at least 80% of
Tax-Exempt's income would have to be exempt from the AMT as well as from
federal income taxes.
Corporate investors should note that a tax preference item for the purposes
of the corporate AMT is 75% of the amount by which adjusted current
earnings (which includes tax-exempt interest) exceeds the alternative
minimum taxable income of the corporation. If a shareholder receives an
exempt-interest dividend and sells shares at a loss after holding them for
a period of six months or less, the loss will be disallowed to the extent
of the amount of the exempt-interest dividend.
CAPITAL GAIN DISTRIBUTIONS. Each fund may distribute any net realized
short-term capital gains once a year or more often as necessary, to
maintain its net asset value at $1.00 per share. Treasury, Government,
Domestic, Money Market, Treasury Only, and Rated Money Market do not
anticipate earning long-term capital gains on securities held by each fund.
Tax-Exempt does not anticipate distributing long-term capital gains.
As of fiscal year ended March 31, 1995, Treasury had capital loss
carryforwards aggregating approximately $1,198,000. The loss carryforward
for Treasury, of which $82,000, $109,000, $142,000, $1,000, $330,000, and
$534,000 will expire on March 31, 1996, 1997, 1999, 2001, 2002 and 2003,
respectively, is available to offset future capital gains.
As of fiscal year ended March 31, 1995, Government had capital loss
carryforwards aggregating approximately $1,104,600. The loss carryforward
for Government, of which $19,400, $200, $53,000, $271,000, and $761,000
will expire on March 31, 1996, 1997, 2001, 2002, and 2003, respectively, is
available to offset future capital gains.
As of fiscal year ended March 31, 1995, Domestic had capital loss
carryforwards aggregating approximately $98,000. The loss carry forward for
Domestic, of which $49,000 and $49,000 will expire on March 31, 2001 and
2003, respectively, is available to offset future capital gains.
As of fiscal year ended March 31, 1995, Money Market had capital loss
carryforwards aggregating approximately $1,781,000. The loss carryforward
for Money Market, of which $336,000, $898,000 and $547,000 will expire on
March 31, 2001, 2002, and 2003, respectively, is available to offset future
capital gains.
As of fiscal year ended March 31, 1995, Treasury Only had capital loss
carryforwards aggregating approximately $184,000. The loss carryforward for
Treasury Only, of which $22,000 and $162,000 will expire on March 31, 2001
and 2002, respectively, is available to offset future capital gains.
As of fiscal year ended March 31, 1995, Tax-Exempt, had capital loss
carryforwards aggregating approximately $528,000. The loss carryforward for
Tax-Exempt, which will expire on March 31, 1996, is available to offset
future capital gains.
As of fiscal year ended August 31, 1995, Rated Money Market had capital
loss carryforwards aggregating approximately $74,000. The loss carryforward
for Rated Money Market, of which $40,000, $32,000, and $2,000 will expire
on August 31, 1996, 1997, and 1998, 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 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 dividend distributions from a fund will
be the same as if you directly owned your proportionate share of the U.S.
Government securities in the fund's portfolio. Because the income earned on
most U.S. Government securities in which a fund invests is exempt from
state and local income taxes, the portion of your dividends from the fund
attributable to these securities will also be free from income taxes. The
exemption from state and local income taxation does not preclude states
from assessing other taxes on the ownership of U.S. Government securities.
In a number of states, corporate franchise (income) tax laws do not exempt
interest earned on U.S. Government securities whether such securities are
held directly or through a fund.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. If, at the close of its fiscal year, more than 50% of a fund's
total assets are invested in securities of foreign issuers, the fund may
elect to pass through foreign taxes paid and thereby allow shareholders to
take a credit or deduction on their individual tax returns.
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" for tax purposes 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.
Each fund is treated as a separate entity from the other funds of each
Trust for tax purposes.
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. 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.
FMR
All of the stock of FMR is owned by FMR Corp., its parent company organized
in 1972. 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 three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
FIIOC, which performs shareholder servicing functions for institutional
customers and funds sold through intermediaries; and 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
account 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.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trusts are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. Trustees and officers elected or
appointed to the trusts prior to the funds' conversion from series of a
Massachusetts business trust served in identical capacities. All persons
named as Trustees also serve in similar capacities for other funds advised
by FMR. The business address of each Trustee 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, 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 (64), 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
FMR Texas Inc., Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD (53), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc., Fidelity Management &
Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX (62), Trustee (1991), is a consultant to Western Mining
Corporation (1994). Prior to February 1994, he was President of Greenhill
Petroleum Corporation (petroleum exploration and production, 1990). Until
March 1990, Mr. Cox was President and Chief Operating Officer of Union
Pacific Resources Company (exploration and production). He is a Director of
Sanifill Corporation (non-hazardous waste, 1993) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University and
the University of Texas at Austin.
PHYLLIS BURKE DAVIS (63), Trustee (1992). Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of BellSouth
Corporation (telecommunications), Eaton Corporation (manufacturing, 1991),
and the TJX Companies, Inc. (retail stores, 1990), and previously served as
a Director of Hallmark Cards, Inc. (1985-1991) and Nabisco Brands, Inc. In
addition, she is a member of the President's Advisory Council of The
University of Vermont School of Business Administration.
RICHARD J. FLYNN (71), Trustee, is a financial consultant. Prior to
September 1986, Mr. Flynn was Vice Chairman and a Director of the Norton
Company (manufacturer of industrial devices). He is currently a Trustee of
College of the Holy Cross and Old Sturbridge Village, Inc., and he
previously served as a Director of Mechanics Bank (1971-1995).
E. BRADLEY JONES (67), Trustee (1990). Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company. He is
a Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products, 1990),
and he previously served as a Director of NACCO Industries, Inc. (mining
and marketing, 1985-1995) and Hyster-Yale Materials Handling, Inc.
(1985-1995). In addition, he serves as a Trustee of First Union Real Estate
Investments, a Trustee and member of the Executive Committee of the
Cleveland Clinic Foundation, a Trustee and member of the Executive
Committee of University School (Cleveland), and a Trustee of Cleveland
Clinic Florida.
DONALD J. KIRK (62), Trustee, is Executive-in-Residence (1995) at Columbia
University Graduate School of Business and a financial consultant. 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 is a Director of General Re
Corporation (reinsurance), and he previously served as a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition, he serves as Vice Chairman of the Board of Directors of the
National Arts Stabilization Fund, Vice Chairman of the Board of Trustees of
the Greenwich Hospital Association, and as a Member of the Public Oversight
Board of the American Institute of Certified Public Accountants' SEC
Practice Section (1995).
*PETER S. LYNCH (52), Trustee (1990) is Vice Chairman and Director of FMR
(1992). 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 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). He is a Director of W.R. Grace
& Co. (chemicals) and Morrison Knudsen Corporation (engineering and
construction). 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 (1990).
GERALD C. McDONOUGH (65), Trustee, is Chairman of G.M. Management Group
(strategic advisory services). Prior to his retirement in July 1988, he was
Chairman and Chief Executive Officer of Leaseway Transportation Corp.
(physical distribution services). Mr. McDonough is a Director of
ACME-Cleveland Corp. (metal working, telecommunications and electronic
products), Brush-Wellman Inc. (metal refining), York International Corp.
(air conditioning and refrigeration), Commercial Intertech Corp. (water
treatment equipment, 1992), and Associated Estates Realty Corporation (a
real estate investment trust, 1993).
EDWARD H. MALONE (70), Trustee. Prior to his retirement in 1985, Mr. Malone
was Chairman, General Electric Investment Corporation and a Vice President
of General Electric Company. He is a Director of Allegheny Power Systems,
Inc. (electric utility), General Re Corporation (reinsurance) and Mattel
Inc. (toy manufacturer). In addition, he serves as a Trustee of Corporate
Property Investors, the EPS Foundation at Trinity College, the Naples
Philharmonic Center for the Arts, and Rensselaer Polytechnic Institute, and
he is a member of the Advisory Boards of Butler Capital Corporation Funds
and Warburg, Pincus Partnership Funds.
MARVIN L. MANN (61), Trustee (1993) is Chairman of the Board, President,
and Chief Executive Officer of Lexmark International, Inc. (office
machines, 1991). 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) and Infomart (marketing
services, 1991), a Trammell Crow Co. In addition, he serves as the Campaign
Vice Chairman of the Tri-State United Way (1993) and is a member of the
University of Alabama President's Cabinet (1990).
THOMAS R. WILLIAMS (66), 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 BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software), Georgia Power Company (electric
utility), Gerber Alley & Associates, Inc. (computer software), National
Life Insurance Company of Vermont, American Software, Inc., and AppleSouth,
Inc. (restaurants, 1992).
FRED L. HENNING, JR. (55), Vice President, is Vice President of Fidelity's
money market (1994) and fixed-income (1995) funds and Senior Vice President
of FMR Texas Inc.
LELAND BARRON (36), Vice President (1989), is also Vice President of other
funds advised by FMR and an employee of FMR Texas, Inc.
BURNELL STEHMAN (63), Vice President (1992), is also Vice President of
other funds advised by FMR and an employee of FMR Texas, Inc.
JOHN TODD (46), Vice President (1992), is also Vice President of other
funds advised by FMR and an employee of FMR Texas, Inc.
SCOTT A. ORR (33), Vice President (1992), is also Vice President of other
funds advised by FMR and an employee of FMR Texas, Inc.
ARTHUR S. LORING (47), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEBER (47), Treasurer (1995), is Treasurer of the Fidelity
funds and is an employee of FMR (1995). Before joining FMR, Mr. Rathgeber
was a Vice President of Goldman Sachs & Co. (1978-1995), where he served in
various positions, including Vice President of Proprietary Accounting
(1988-1992), Global Co-Controller (1992-1994), and Chief Operations Officer
of Goldman Sachs (Asia) LLC (1994-1995)
THOMAS D. MAHER (50), Assistant Vice President (1990), is Assistant Vice
President of Fidelity's money market funds and Vice President and Associate
General Counsel of FMR Texas Inc. (1990). Prior to 1990, Mr. Maher was an
employee of FMR.
JOHN H. COSTELLO (48), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (48), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity funds, Mr.
Rush was Chief Compliance of Officer of FMR Corp. (1993-1994); Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993); and
Vice President, Assistant Controller, and Director of the Accounting
Department - First Boston Corp. (1986-1990).
The following table sets forth information describing the compensation of
each current trustee of each fund for his or her services as trustee for
the fiscal year ended March 31, 1995 (August 31, 1995 for Rated Money
Market).
COMPENSATION TABLE
Aggregate Compensation

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
J. Gary Ralph F. Phyllis Richard Edward C. E. Donald Peter S. Gerald C. Edward Marvin L. Thomas
Burkhead** Cox Burke J. Flynn Johnson 3d** Bradley J. Kirk Lynch** McDonough H. Mann R.
Davis Jones Malone Williams

Rated Money $ 0 $ 151 $ 145 $ 189 $ 0 $ 151 $ 153 $ 0 $ 151 $ 151 $ 151 $ 150
Market

Treasury 0 2,082 1,985 2,568 0 2,059 2,111 0 2,112 2,134 2,032 2,084

Government 0 1,672 1,600 2,059 0 1,654 1,706 0 1,708 1,723 1,632 1,683

Money
Market 0 2,371 2,246 2,942 0 2,345 2,395 0 2,395 2,416 2,312 2,360

Domestic 0 464 440 575 0 459 468 0 463 472 452 460

Tax-Exempt+ 0 1,128 1,066 1,393 0 1,111 1,129 0 1,130 1,149 1,099 1,118

Treasury
Only + 0 543 504 679 0 533 544 0 535 533 524 523

</TABLE>

Trustees Pension or Estimated Annual Total
Retirement Benefits Upon Compensation
Benefits Accrued Retirement from from the Fund
as Part of Fund the Fund Complex*
Expenses from the Complex*
Fund Complex*

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

Ralph F. Cox 5,200 52,000 125,000

Phyllis Burke Davis 5,200 52,000 122,000

Richard J. Flynn 0 52,000 154,500

Edward C. Johnson 3d** 0 0 0

E. Bradley Jones 5,200 49,400 123,500

Donald J. Kirk 5,200 52,000 125,000

Peter S. Lynch** 0 0 0

Gerald C. McDonough 5,200 52,000 125,000

Edward H. Malone 5,200 44,200 128,000

Marvin L. Mann 5,200 52,000 125,000

Thomas R. Williams 5,200 52,000 126,500

* Information is as of December 31, 1994 for 206 funds in the complex.
** Interested trustees of the fund are compensated by FMR.
+ The annualized amounts reported for Tax-Exempt and Treasury Only are for
the periods June 1, 1994 through March 31, 1995 and August 1, 1994 through
March 31, 1995, respectively. Each fund's fiscal year end changed to March
31 in February 1995.
Under a retirement program adopted in July 1988, the non-interested
Trustees, upon reaching age 72, become eligible to participate in a
retirement program under which they receive payments during their lifetime
from a fund based on their basic trustee fees and length of service. The
obligation of a fund to make such payments is not secured or funded.
Trustees become eligible if, at the time of retirement, they have served on
the Board for at least five years. Currently, Messrs. Ralph S. Saul,
William R. Spaulding, Bertram H. Witham, and David L. Yunich, all former
non-interested Trustees, receive retirement benefits under the program.
As of October 23, 1995, the Trustees and officers of each fund owned, in
the aggregate, less than 1% of each fund's total outstanding shares.
As of October 25, 1995, the following owned of record or beneficially 5% or
more of outstanding shares of each class of the funds:
TREASURY - CLASS I: First Union National Bank (13.32%); Bank of America
(11.69%); Texas Commerce Bank, N.A. (9.93%); and First Interstate Bank
(6.39%).
TREASURY - CLASS III: Bank Of New York (51.76%); First Union National Bank
(17.22%); and Chemical Bank (10.09%).
GOVERNMENT - CLASS I: First Tennessee Bank, Memphis (11.28%); Shawmut Bank
Of Boston, N.A. (7.47%); and Texas Commerce Bank, N.A. (7.35%).
GOVERNMENT - CLASS III: Whitney National Bank (22.53%); Boatmen's Trust Co.
of St. Louis (16.08%); First Interstate Bank (13.45%); Nationsbank
(12.58%); Indiana National Bank (11.37%); United National Bank (11.08%);
and First Union National Bank (8.10%).
DOMESTIC - CLASS I: First Union National Bank (15.68%); Texas Commerce
Bank, N.A. (11.21%); United States National Bank (10.48%); and Bank of
Boston Connecticut (5.21%).
DOMESTIC - CLASS III: Boatmen's Trust Co. of St. Louis (38.71%); First
Union National Bank (25.39%); Reliance Trust Company (21.96%); NationsBank
(11.47%); and Exchange Bank (9.90%).
MONEY MARKET - CLASS I: FMR Corp. (8.52%); Citibank, N.A. (8.35%); and
Shawmut Bank Of Boston, N.A. (5.58%).
MONEY MARKET - CLASS III: First Union National Bank (62.10%); Republic
National Bank of New York (12.38%); North American Trust Company (9.45%);
and Boatmen's Trust Co. of St. Louis (5.59%).
TREASURY ONLY - CLASS I: First Union National Bank (34.40%); First American
Trust Company (8.80%); Ropes & Gray (7.49%); Shawmut Bank Of Boston, N.A.
(7.49%); and Bingham, Dana & Gould (5.97%).
TAX-EXEMPT - CLASS I: Shawmut Bank Of Boston, N.A. (12.81%); Wachovia Bank
& Trust Company (9.21%); and Fleet National Bank (5.02%).
RATED MONEY MARKET - CLASS I: Promus Companies (15.21%); Bank of America
(7.94%); Metric Partners (7.66%); Eastern Utilities Associates (7.17%); and
United States Trust Company of NY (5.39%).
A shareholder owning of record or beneficially more than 25% of a fund's
outstanding shares may be considered a controlling person. That
shareholder's vote could have a more significant effect on matters
presented at a shareholders' meeting than votes of other shareholders.
MANAGEMENT CONTRACTS
Each fund employs FMR to furnish investment advisory and other services.
Under 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 each fund in accordance with its investment objective,
policies, and limitations. FMR also provides each fund with all necessary
office facilities and personnel for servicing each fund's investments,
compensates all officers of each fund, all Trustees who are "interested
persons" of the trusts or of FMR, and all personnel of each fund or FMR for
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 and
state laws; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees.
In addition to the management fee payable to FMR and the fees payable to
UMB, FIIOC, and FSC, each fund or class thereof, as applicable, pays all of
its expenses, without limitation, that are not assumed by those parties.
Each fund (other than Treasury Only and Rated Money Market) 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. Although each fund's (other than Treasury Only's and Rated Money
Market's) current management contract provides that each fund will pay for
typesetting, printing, and mailing prospectuses, statements of additional
information, notices and reports to shareholders, the trust, on behalf of
each fund has entered into a revised transfer agent agreement with FIIOC
and UMB, as applicable, pursuant to which FIIOC or UMB bears the costs of
providing these services to existing shareholders of the applicable
classes. Other expenses paid by each fund (other than Treasury Only and
Rated Money Market) include interest, taxes, brokerage commissions, and
each fund's proportionate share of insurance premiums and Investment
Company Institute dues, and the costs of registering shares under federal
and 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.
FMR is responsible for the payment of all expenses of Treasury Only and
Rated Money Market with certain exceptions. Specific expenses payable by
FMR include, without limitation, expenses for the typesetting, printing,
and mailing of proxy materials to shareholders; legal expenses, and the
fees of the custodian, auditor, and interested Trustees; costs of
typesetting, printing, and mailing prospectuses and statements of
additional information, notices and reports to shareholders; and the fund's
proportionate share of insurance premiums and Investment Company Institute
dues. FMR also provides for transfer agent and dividend disbursing services
through FIIOC and portfolio and general accounting record maintenance
through FSC.
FMR pays all other expenses of Treasury Only and Rated Money Market with
the following exceptions: fees and expenses of all Trustees of the
applicable trust who are not "interested persons" of the trust or FMR (the
non-interested Trustees); interest on borrowings (only for Treasury Only);
taxes; brokerage commissions (if any); and such nonrecurring expenses as
may arise, including costs of any litigation to which a fund may be a
party, and any obligation it may have to indemnify the officers and
Trustees with respect to litigation.
FMR is each fund's manager pursuant to management contracts dated May 30,
1993 for the FICP funds; January 29, 1992 for Tax-Exempt; September 30,
1993 for Treasury Only; and November 1, 1986 for Rated Money Market, which
were approved by shareholders on November 18, 1992, November 13, 1991,
March 24, 1993, and December 8, 1994, respectively.
For the services of FMR under each contract, each fund (other than Treasury
Only and Rated Money Market) pays FMR a monthly management fee at the
annual rate of 0.20% of average net assets throughout the month. Treasury
Only and Rated Money Market each pay FMR a monthly management fee at the
annual rate of 0.42% of average net assets throughout the month. The
management fees paid to FMR by Treasury Only and Rated Money Market are
reduced by the fees and expenses paid by the respective funds to the
non-interested Trustees. Fees received by FMR for the last three fiscal
periods are shown in the table below.
Fund Fiscal
Year Ended Management Fees Paid to FMR

Rated Money Market 8/31/95 $ 1,352,919*

8/31/94 1,781,535*

8/31/93 2,893,862*

Treasury 3/31/95 8,680,344

3/31/94 9,834,025

3/31/93 14,029,197

Government 3/31/95 6,680,088

3/31/94 9,660,519

3/31/93 12,610,880

Domestic 3/31/95 1,923,368

3/31/94 1,525,574

3/31/93 1,536,740

Money Market 3/31/95 10,436,518

3/31/94 10,551,990

3/31/93 10,066,276

Treasury Only 3/31/95** 3,279,429*

7/31/94 4,716,697*

7/31/93 4,892,175*

7/31/92 4,249,814*

Tax-Exempt 3/31/95** 3,789,731

5/31/94 5,099,831

5/31/93 5,036,875

5/31/92 4,605,577

* After reduction of fees and expenses paid by the fund to the
non-interested Trustees.
** The fiscal year end of Treasury Only changed from July 31 to March 31 in
February 1995. The fiscal year end of Tax-Exempt changed from May 31 to
March 31 in February 1995.
FMR may, from time to time, voluntarily reimburse all or a portion of each
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 each fund's total returns and yield and repayment of
the reimbursement by each fund will lower its total returns and yield.
During the fiscal periods reported, FMR voluntarily agreed subject to
revision or termination, to reimburse Class I of certain funds if and to
the extent that the fund's Class I total operating expenses (excluding
interest, taxes, brokerage commissions, and extraordinary expenses) were in
excess of an annual rate of its average net assets. The table below
identifies the classes in reimbursement; the level at which reimbursement
began; and the dollar amount reimbursed for each fiscal year ended March
31, 1995, 1994, and 1993. Prior to August 31, 1995, Rated Money Market was
not in reimbursement.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Level at
Which
Fund Reimbur
sement
Began Dollar Amount Reimbursed
1995 1994 1993 1992

Treasury - Class I 0.20% $ 3,129,549 $ 2,956,232 $ 3,246,298 N/A

Treasury - Class III 0.20% 409,770 570 N/A N/A

Government - Class I 0.20% 1,894,134 2,665,587 3,508,338 N/A

Government - Class III 0.20% 42,272 N/A N/A N/A

Domestic - Class I 0.20% 818,759 638,552 645,507 N/A

Domestic - Class III 0.20% 48,097 N/A N/A N/A

Money Market - Class I 0.18% 2,772,106 2,437,428 2,697,402 N/A

Money Market - Class III 0.18% 230,324 7,565 N/A N/A

Treasury Only - Class I* 0.20% 1,719,806 2,474,345 2,567,107 $ 2,260,410

Tax-Exempt - Class I** 0.20% 1,429,650 1,643,561 1,591,107 1,590,017

</TABLE>

* Figures for Treasury Only are for the fiscal years ended July 31, 1992,
1993, and 1994, and the fiscal period August 1, 1994 to March 31, 1995.
During the fiscal year ended July 31, 1992, the level at which
reimbursement began ranged from 0.15% to 0.20%.
** Figures for Tax-Exempt are for the fiscal years ended May 31, 1992,
1993, and 1994, and the fiscal period June 1, 1994 to March 31, 1995.
During the fiscal year ended May 31, 1992, the level at which reimbursement
began was 0.18%.
To comply with the California Code of Regulations, FMR will reimburse each
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating each fund's expenses for purposes of this regulation, each
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its custodian fees attributable to
investment in foreign securities.
SUB-ADVISER. FMR has entered into a sub-advisory agreement with FMR Texas
pursuant to which FMR Texas has primary responsibility for providing
portfolio investment management services to each fund.
Under each sub-advisory agreements dated May 30, 1993, January 29, 1992,
September 30, 1973, and November 1, 1989 for the FICP funds, Tax-Exempt,
Treasury Only, and Rated Money Market, respectively, FMR pays FMR Texas
fees equal to 50% of the management fees payable by FMR under its
management contract with each fund. Each sub-advisory agreement was
approved by each fund's shareholders on November 18, 1994, November 13,
1991, March 24, 1993, and November 16, 1994 for the FICP funds, Tax-Exempt,
Treasury Only, and Rated Money Market, respectively. The fees paid to FMR
Texas are not reduced by any voluntary or mandatory expense reimbursements
that may be in effect from time to time. The table below shows fees paid by
FMR to FMR Texas on behalf of each fund for the fiscal years ended March 31
(August 31 for Rated Money Market), 1995, 1994, and 1993.
1995 1994 1993 1992

Rated Money Market $ 676,460 $ 890,768 $ 1,446,931 N/A

Treasury 4,340,172 4,917,013 7,014,599 N/A

Government 3,340,044 4,830,260 6,305,440 N/A

Domestic 961,684 762,787 768,370 N/A

Money Market 5,218,259 5,275,995 5,033,138 N/A

Treasury Only* 1,639,715 2,358,349 2,446,088 $ 2,124,907

Tax-Exempt** 1,894,866 2,549,916 2,518,438 2,302,789

* Figures for Treasury Only are for the fiscal years ended July 31, 1992,
1993 and 1994, and the fiscal period August 1, 1994 to March 31, 1995.
** Figures for Tax-Exempt are for the fiscal years ended May 31, 1992, 1993
and 1994, and the fiscal period June 1, 1994 to March 31, 1995.
CONTRACTS WITH FMR AFFILIATES
FIIOC is transfer, dividend disbursing, and shareholder servicing agent for
Class I shares of Treasury, Government, Domestic, Money Market, Treasury
Only, and Rated Money Market (the Taxable Funds). UMB is the transfer agent
and shareholder servicing agent for Class I shares of Tax-Exempt. UMB has
entered into a sub-arrangement with FIIOC pursuant to which FIIOC performs
transfer, dividend disbursing, and shareholder services for Class I shares
of Tax-Exempt. FIIOC receives an annual fee and an asset-based fee based on
account size. The costs of FIIOC's services for Class I of Treasury Only
and Rated Money Market are borne by FMR pursuant to its management
contract.
For accounts that FIIOC maintains on behalf of UMB, FIIOC receives all such
fees.
In addition, FIIOC bears the expense of typesetting, printing, and mailing
prospectuses, statements of additional information, and all other reports,
notices, and statements to shareholders, with the exception of proxy
statements. Also, FIIOC pays out-of-pocket expenses associated with
providing transfer agent services.
FSC calculates NAV and dividends for Class I of each Taxable Fund, and
maintains each Taxable Fund's accounting records. UMB has sub-arrangements
with FSC pursuant to which FSC performs the calculations necessary to
determine NAV and dividends for Class I of Tax-Exempt, and maintains the
accounting records for Tax-Exempt. The annual fee rates for these pricing
and bookkeeping services are based on each fund's average net assets,
specifically .0175% for the first $500 million of average net assets and
.0075% for average net assets in excess of $500 million. The fee is limited
to a minimum of $20,000 and a maximum of $750,000 per year. The costs of
FSC's services for Rated Money Market and Treasury Only are borne by FMR
pursuant to its management contract. Pricing and bookkeeping fees,
including related out-of-pocket expenses, paid to FSC by the funds (except
Rated Money Market and Treasury Only) for the past three fiscal years ended
March 31, 1995, 1994, and 1993 were as follows:
Pricing and Bookkeeping Fees
1995 1994 1993 1992

Treasury $ 375,762 $ 419,147 $ 576,072 N/A

Government 331,070 412,411 523,696 N/A

Domestic 122,139 107,464 108,548 N/A

Money Market 441,370 445,362 429,428 N/A

Tax-Exempt* 309,306 304,324 325,195 $ 332,264

* Figures for Tax-Exempt are for the fiscal years ended May 31, 1992,
1993, and 1994, and fiscal period June 1, 1994 to March 31, 1995,
annualized.
The transfer agent fees and charges for Class I of Tax-Exempt, and pricing
and bookkeeping fees for Tax-Exempt described above are paid to FIIOC and
FSC, respectively, by UMB, which is entitled to reimbursement from Class I
or the fund, as applicable, for these expenses.
Each fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreement calls
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of each fund, which are continuously
offered at net asset value. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by FMR.
DISTRIBUTION AND SERVICE PLANS
The Trustees have approved a Distribution and Service Plan on behalf of
Class I 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 a fund except pursuant to a
plan approved on behalf of the fund under the Rule. The Plans, as approved
by the Trustees, allow Class I of 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 funds to FMR is
deemed to be indirect financing by the funds of the distribution of their
shares, such payment is authorized by the Plans. Each Plan specifically
recognizes that FMR may use its management fee revenue, as well as its past
profits, or its other resources from any other source to reimburse FDC for
expenses incurred in connection with the distribution of Class I shares,
including payments made to third parties that assist in selling Class I
shares of each fund, or to third parties, including banks, that render
shareholder support services. The Trustees have not authorized such
payments to date.
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of each Plan, and have
determined that there is a reasonable likelihood that the Plan will benefit
the applicable class of each fund and its shareholders. In particular, the
Trustees noted that each Plan does not authorize payments by Class I of
each 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 shares of the applicable
class of each fund, additional sales of fund shares 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 Plans were approved by shareholders of Class I of each FICP fund on
November 18, 1992, Class I of Tax-Exempt on November 31, 1991, Class I of
Treasury Only on March 24, 1993, and Class I of Rated Money Market on
December 8, 1994. Each Plan was approved by shareholders, in connection
with the corresponding reorganization transactions which took place on May
30, 1993 for the FICP funds; January 29, 1992 for Tax-Exempt; September 29,
1993 for Treasury Only; and December 29, 1994 for Rated Money Market,
pursuant to Agreements and Plans of Conversion.
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.
DESCRIPTION OF THE TRUSTS
TRUST ORGANIZATION. Treasury, Government, Domestic and Money Market are
funds of Fidelity Institutional Cash Portfolios, an open-end management
investment company organized as a Delaware business trust on May 30, 1993.
The funds acquired all of the assets of U.S. Treasury Portfolio II, U.S.
Government Portfolio, Domestic Money Market Portfolio, and Money Market
Portfolio, respectively, of Fidelity Institutional Cash Portfolios on May
30, 1993. Currently, there are four funds of Fidelity Institutional Cash
Portfolios: Treasury, Government, Domestic, and Money Market. The Trust
Instrument permits the Trustees to create additional funds.
Tax-Exempt is a fund of Fidelity Institutional Tax-Exempt Cash Portfolios,
an open-end management investment company organized as a Delaware business
trust on January 29, 1992. Tax-Exempt acquired all of the assets of
Fidelity Institutional Tax-Exempt Cash Portfolios of Fidelity Institutional
Tax-Exempt Cash Portfolios on January 29, 1992. Currently, Tax-Exempt is
the only fund of Fidelity Institutional Tax-Exempt Cash Portfolios. The
Trust Instrument permits the Trustees to create additional funds.
Treasury Only is a fund of Daily Money Fund, an open-end management
investment company organized as a Delaware business trust on September 29,
1993. Treasury Only acquired all of the assets of Fidelity U.S. Treasury
Income Portfolio of Daily Money Fund on September 29, 1993. Currently,
there are six funds of Daily Money Fund: Treasury Only, Money Market
Portfolio, U.S. Treasury Portfolio, Capital Reserves: U.S. Government
Portfolio, Capital Reserves: Money Market Portfolio, and Capital Reserves:
Municipal Money Market Portfolio. The Trust Instrument permits the Trustees
to create additional funds.
Rated Money Market is a fund of Fidelity Money Market Trust, an open-end
management investment company organized as a Delaware business trust on
December 29, 1994. Rated Money Market acquired all of the assets of
Domestic Money Market Portfolio of Fidelity Money Market Trust on December
29, 1994. Currently, there are three funds of Fidelity Money Market Trust:
Rated Money Market, Retirement Money Market Portfolio, and Retirement
Government Money Market Portfolio. The Trust Instrument permits the
Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to a fund, the
right of the trust or fund to use the identifying name "Fidelity" may be
withdrawn. There is a remote possibility that one fund might become liable
for any misstatement in its prospectus or statement of additional
information about another fund.
The assets of the trusts received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trusts are to
be allocated in proportion to the asset value of the respective funds,
except where allocations of direct expense can otherwise be fairly made.
The officers of the trusts, subject to the general supervision of the Board
of Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of a trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. Each 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
Instruments contain an express disclaimer of shareholder liability for the
debts, liabilities, obligations, and expenses of the trusts and require
that a disclaimer be given in each contract entered into or executed by the
trust or the Trustees. The Trust Instruments provide for indemnification
out of each fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund. The Trust Instruments
also provide 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 the 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.
The Trust Instruments further provide that the Trustees, if they have
exercised reasonable care, shall not be personally liable to any person
other than the trust or its shareholders; moreover, the Trustees shall not
be liable for any conduct whatsoever, provided that Trustees are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office. Claims
asserted against one class of shares may subject holders of another class
of shares to certain liabilities.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder of Rated Money Market, you receive one vote for
each dollar value of net asset value you own. The shares have no preemptive
or conversion rights; the voting and dividend rights, the right of
redemption, and the privilege of exchange are described in the Prospectus.
Shares are fully paid and non-assessable, except as set forth under the
heading "Shareholder and Trustee Liability" above. Shareholders
representing 10% or more of a trust, fund or class may, as set forth in
each of the Trust Instruments, call meetings of the trust, fund, or class,
for any purpose related to the trust, fund, or class, as the case may be,
including, in the case of a meeting of the entire trust, the purpose of
voting on removal of one or more Trustees.
Any trust or fund may be terminated upon the sale of its assets to, or
merger with, another open-end management investment company or series
thereof, or upon liquidation and distribution of its assets. Generally such
terminations must be approved by vote of the holders of a majority of the
outstanding shares of the trust or fund (or, for Rated Money Market, as
determined by the current value of each shareholder's investment in the
fund or trust); however, the Trustees may, without prior shareholder
approval, change the form of organization of the trust or fund by merger,
consolidation, or incorporation. If not so terminated, the trust and its
funds will continue indefinitely.
Under the Trust Instruments, the Trustees may, without shareholder vote,
cause a trust to merge or consolidate into one or more trusts,
partnerships, or corporations, or cause the trust to be incorporated under
Delaware law, so long as the surviving entity is an open-end management
investment company that will succeed to or assume the trust's registration
statement. Each fund may invest all of its assets in another investment
company.
CUSTODIAN. Morgan Guaranty Trust Company of New York, 60 Wall Street, New
York, NY 10260 is custodian of the assets of each fund, except Treasury and
Tax-Exempt. Bank of New York, 48 Wall Street, New York, New York is
custodian of the assets of Treasury. The custodian for Tax-Exempt is UMB,
1010 Grand Avenue, Kansas City Missouri. The custodian is responsible for
the safekeeping of a fund's assets and the appointment of subcustodian
banks and clearing agencies. The custodian takes no part in determining the
investment policies of a fund or in deciding which securities are purchased
or sold by a fund. However, a fund may invest in obligations of the
custodian and may purchase securities from or sell securities to the
custodian. Chemical Bank, headquartered in New York, may also serve as a
special purpose custodian of certain assets in connection with pooled
repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and the funds'
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.
AUDITORS. Coopers & Lybrand L.L.P., 1999 Bryan Street, Suite 3000, Dallas,
TX 75201 serves as the independent accountant for Tax-Exempt, Treasury
Only, and Rated Money Market. Price Waterhouse LLP, 2001 Ross Avenue, Suite
1800, Dallas, TX 75201 serves as the independent accountant for the FICP
funds. The auditors examine financial statements for the funds and provide
other audit, tax, and related services.
FINANCIAL STATEMENTS
Each fund's financial statements and financial highlights for the fiscal
year ended March 31, 1995 (August 31, 1995 for Rated Money Market) are
included in the funds' Annual Report, which is a separate report supplied
with this SAI. Each fund's financial statements and financial highlights
are incorporated herein by reference.
APPENDIX
The descriptions that follow are examples of eligible ratings for the
funds. A fund may, however, consider the ratings for other types of
investments and the ratings assigned by other rating organizations when
determining the eligibility of a particular investment.
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S COMMERCIAL PAPER RATINGS:
Issuers rated PRIME-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following
characteristics:
Leading market positions in well established industries.
High rates of return on funds employed.
Conservative capitalization structures with moderate reliance on debt and
ample asset protection.
Broad margins in earning coverage of fixed financial charges and with high
internal cash generation.
Well-established access to a range of financial markets and assured sources
of alternate liquidity.
Issuers rated PRIME-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earning trends and coverage ratios, while sound, will be
more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternative
liquidity is maintained.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S COMMERCIAL PAPER RATINGS:
A - Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with
the numbers 1 and 2 to indicate the relative degree of safety.
A-1 - This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics will be denoted with a plus (+)
sign designation.
A-2 - Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high as for issues
designated A-1.

FIDELITY INSTITUTIONAL MONEY MARKET FUNDS: CLASS I

Supplement to the Statement of Additional Information
DATED November 1, 1995

Effective November 13, 1995, the following information replaces similar
information found in the "Description of the Trusts" section on page 32.

CUSTODIAN. The Bank of New York, 48 Wall Street, New York, New York, is
custodian of the assets of each fund, except Tax-Exempt. UMB, 1010 Grand
Avenue, Kansas City, Missouri is custodian of the assets of Tax-Exempt. The
custodian is responsible for the safekeeping of a fund's assets and the
appointment of the subcustodian banks and clearing agencies. The custodian
takes no part in determining the investment policies of a fund or in
deciding which securities are purchased or sold by a fund. However, a fund
may invest in obligations of the custodian and may purchase securities from
or sell securities to the custodian. Chemical Bank, headquartered in New
York, may also serve as a special purpose custodian of certain assets in
connection with pooled repurchase agreement transactions.

Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
To learn more about the fund and its investments, you can obtain a copy of
the fund's most recent financial report and portfolio listing or a copy of
the Statement of Additional Information (SAI) dated January 19, 1996. The
SAI has been filed with the Securities and Exchange Commission (SEC) and is
incorporated herein by reference (legally forms a part of the prospectus).
For a free copy of either document, contact Fidelity Distributors
Corporation (FDC) 82 Devonshire Street, Boston, MA 02109 at 1-800-343-9222.
INVESTMENTS IN THE FUND ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL MAINTAIN A
STABLE $1.00 SHARE PRICE.

MUTUAL FUND SHARES ARE NOT DEPOSITS
OR OBLIGATIONS OF, OR GUARANTEED BY, ANY
DEPOSITORY INSTITUTION. SHARES ARE NOT
INSURED BY THE FDIC, FEDERAL RESERVE
BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT
TO INVESTMENT RISKS, INCLUDING POSSIBLE
LOSS OF PRINCIPAL AMOUNT INVESTED.

GOVERNMENT MONEY MARKET PORTFOLIO
STATE AND LOCAL ASSET
MANAGEMENT SERIES:
A Series of Fidelity Institutional Investors Trust
The fund seeks to obtain as high a level of current income as is consistent
with the preservation of capital and liquidity, and to maintain a constant
net asset value per share (NAV) of $1.00.
PROSPECTUS
DATED JANUARY 19, 1996(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON,
MA 02109
AND
ANNUAL REPORT
FOR THE PERIOD ENDING
NOVEMBER 30, 1995
CONTENTS

PROSPECTUS
KEY FACTS WHO MAY WANT TO INVEST

EXPENSES The fund's yearly operating expenses.

FINANCIAL HIGHLIGHTS A summary of the fund's
financial data.

PERFORMANCE How the fund has done over time.

THE FUND IN DETAIL CHARTER How the fund is organized.

INVESTMENT PRINCIPLES AND RISKS The fund's
overall approach to investing.

BREAKDOWN OF EXPENSES How operating costs
are calculated and what they include.

YOUR ACCOUNT HOW TO BUY SHARES Opening an account and
making additional investments.

HOW TO SELL SHARES Taking money out and closing
your account.

INVESTOR SERVICES Services to help you manage
your account.

SHAREHOLDER AND DIVIDENDS, CAPITAL GAINS, AND TAXES
ACCOUNT POLICIES

TRANSACTION DETAILS Share price calculations and
the timing of purchases and redemptions.

EXCHANGE RESTRICTIONS

ANNUAL REPORT

<TABLE>
<CAPTION>
<S> <C> <C>
INVESTMENTS A-1 A complete list of the fund's investments with their
market values.

FINANCIAL STATEMENTS A-2 Statements of assets and liabilities, operations, and
changes in net assets.

NOTES A-5 Notes to the financial statements.

REPORT OF INDEPENDENT ACCOUNTANTS A-7 The auditor's opinion.

</TABLE>

KEY FACTS

WHO MAY WANT TO INVEST
The fund offers an economical and convenient vehicle for investment of
available cash by state and local governments, their political
subdivisions, agencies, instrumentalities and public authorities.
Tax-exempt bond proceeds subject to arbitrage limitations or rebate
requirements under the Tax Reform Act of 1986 may also be invested in the
fund by issuers, trustees or others.
The fund may be appropriate for investors who would like to earn income at
current money market rates while preserving the value of their investment.
The rate of income will vary from day to day, generally reflecting
short-term interest rates.
The fund is managed to keep its share price stable at $1.00 and offers an
added measure of safety with its focus on U.S. Government securities.
The fund does not constitute a balanced investment plan. However, because
it emphasizes stability, it could be well-suited for a portion of your
investment. The fund offers free checkwriting to give you a convenient way
to manage your assets.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
shares of the fund.
Maximum sales charge on purchases and reinvested distributions None

Maximum deferred sales charge None

Redemption fee None

Exchange fee None

ANNUAL OPERATING EXPENSES are paid out of the fund's assets. The fund pays
a management fee to Fidelity Management & Research Company (FMR). FMR is
responsible for the payment of all other fund expenses with certain limited
exceptions.
The fund's expenses are factored into its share price or dividends and are
not charged directly to shareholder accounts (see "Breakdown of Expenses"
on page ).
The following are projections based on historical expenses of the fund and
are calculated as a percentage of average net assets of the fund.
Management fee 0.43
%

12b-1 fee (Distribution Fee) None

Other expenses 0.00
%

Total operating expenses 0.43
%

EXPENSE TABLE EXAMPLE: You would pay the following expenses on a $1,000
investment, assuming a 5% annual return and full redemption at the end of
each time period:
1 3 5 10
Year Years Years Years

$ 4 $ 14 $ 24 $ 54

THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY.
FINANCIAL HIGHLIGHTS
The financial highlights table that follows, and the fund's financial
statements that are included in the fund's Annual Report have been audited
by Coopers & Lybrand L.L.P., independent accountants. Their report on the
financial statements and financial highlights is included in the Annual
Report. The financial statements and the Annual Report are attached.
SELECTED PER-SHARE DATA

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fiscal years ended 1995 1994 1993 1992 1991 1990 1989 1988 1987A
November 30

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

Income from Investment .055 .036 .028 .037 .058 .078 .088 .071 .018
Operations
Net interest income

Less Distributions (.055) (.036) (.028) (.037) (.058) (.078) (.088) (.071) (.018)
From net interest
income

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

Total return 5.62 3.63 2.82 3.73 5.98 8.09 9.17 7.29% 1.77%B
% % % % % % % B

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 135,799 $ 244,140 $ 522,878 $ 1,084,96 $ 1,095,48 $ 935,570 $ 1,013,07 $ 372,999 $ 21,018
period 3 3 7
(000 omitted)

Ratio of expenses to .43 .43 .43 .43 .43 .43 .43 .40% .15%C
average % % % % % % % D D
net assets

Ratio of net interest 5.46 3.44 2.79 3.64 5.81 7.81 8.81 7.71% 6.70%C
income to % % % % % % %
average net assets

</TABLE>

A AUGUST 27,1987 (COMMENCEMENT OF OPERATIONS) TO NOVEMBER 30, 1987.
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. TOTAL
RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING
THE PERIODS SHOWN.
C ANNUALIZED
D FMR VOLUNTARILY AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO
WOULD HAVE BEEN HIGHER.
PERFORMANCE
Money market fund performance can be measured as TOTAL RETURN or YIELD. The
total returns and yields that follow are based on historical fund results
and do not reflect the effect of taxes.
The fund's fiscal year runs from December 1 to
November 30.
For the seven-day period ended November 30, 1995, the fund's yield was
5.55% and its effective yield was 5.71%.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
YIELD refers to the income generated by an investment in the fund over a
given period of time, expressed as an annual percentage rate.
When a yield assumes that income earned is reinvested, it is called an
EFFECTIVE YIELD.
SEVEN-DAY YIELD illustrates the income earned by an investment in a money
market fund over a recent seven-day period. Since money market funds
maintain a stable $1.00 share price, current seven-day yields are the most
common illustration of money market fund performance.
The fund's performance and holdings are detailed twice a year in financial
reports, which are sent to all shareholders.
For current performance call 1-800-343-9222.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
THE FUNDS IN DETAIL

CHARTER
GOVERNMENT MONEY MARKET PORTFOLIO IS A MUTUAL FUND: an investment that
pools shareholders' money and invests it toward a specified goal. The fund
is a diversified fund of Fidelity Institutional Investors Trust, an
open-end management investment company organized as a Delaware business
trust on January 29, 1992.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review the fund's performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. The transfer
agent will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. You are entitled to one
vote for each share you own.
The Board of Trustees of Fidelity Institutional Investors Trust has
unanimously approved an Agreement and Plan of Reorganization and
Liquidation between the fund and Fidelity Institutional Cash Portfolios:
Treasury (Treasury)(Agreement and Plan). The Agreement and Plan will be
presented to the fund's shareholders for their vote of approval or
disapproval at a special meeting to be held on June 19, 1996. If the
proposal is approved by a majority of the fund's shareholders on or about
August 31, 1996, all of the assets of the fund will be merged into
Treasury. Effective on or about April 22, 1996, you will be unable to open
a new account in the fund.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, Massachusetts 02109. It includes a number
of different subsidiaries and divisions which provide a variety of
financial services and products. The fund employs various Fidelity
companies to perform activities required for its operation.
The fund is managed by FMR, which handles the fund's business affairs. FMR
Texas, located in Irving, Texas, has primary responsibility for providing
investment management services.
As of November 30, 1995, FMR advised funds having approximately 23 million
shareholder accounts with a total value of more than $348 billion.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Investments Institutional Operations Company
(FIIOC) performs transfer agent servicing functions for the fund.
FMR Corp. is the ultimate parent company of FMR and FMR Texas. Members of
the Edward C. Johnson 3d family are the predominant owners of a class of
shares of common stock representing approximately 49% of the voting power
of FMR Corp. Under the Investment Company Act of 1940 (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, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
To carry out the fund's transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that the fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
The fund invests in obligations issued or guaranteed as to principal and
interest by the U.S. Government; obligations of U.S. Government agencies
and instrumentalities that are backed by the full faith and credit of the
U.S. Government; and in repurchase agreements for these obligations. The
fund currently intends to invest exclusively in these instruments.
When you sell your shares, they should be worth the same amount as when you
bought them. Of course, there is no guarantee that the fund will maintain a
stable $1.00 share price. The fund follows industry-standard guidelines on
the quality and maturity of its investments, which are designed to help
maintain a stable $1.00 share price. The fund will purchase only
high-quality securities that FMR believes present minimal credit risks and
will observe maturity restrictions on securities it buys. In general,
securities with longer maturities are more vulnerable to price changes,
although they may provide higher yields. It is possible that a major change
in interest rates or a default on the fund's investments could cause its
share price (and the value of your investment) to change.
The fund earns income at current money market rates. It stresses
preservation of capital, liquidity, and income and does not seek the higher
yields or capital appreciation that more aggressive investments may
provide. The fund's yield will vary from day to day and generally reflects
current short-term interest rates and other market conditions. It is
important to note that neither the fund nor its yield is guaranteed by the
U.S. Government.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, strategies FMR may employ in
pursuit of the fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of the fund's limitations and more detailed information
about the fund's investments are contained in the fund's SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with the fund's investment
objective and policies and that doing so will help the fund achieve its
goal. Current holdings and recent investment strategies are described in
the fund's financial reports, which are sent to shareholders twice a year.
For a free SAI or financial report, call 1-800-343-9222.
U.S. GOVERNMENT MONEY MARKET SECURITIES are short-term debt obligations
issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. Government. Not all U.S. Government securities
are backed by the full faith and credit of the United States. For example,
securities issued by the Federal Farm Credit Bank or by the Federal
National Mortgage Association are supported by the instrumentality's right
to borrow money from the U.S. Treasury under certain circumstances.
However, securities issued by the Financing Corporation are supported only
by the credit of the entity that issued them.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a benchmark
rate changes. These interest rate adjustments are designed to help
stabilize the security's price.
STRIPPED SECURITIES are the separate income or principal components of a
debt security. Their risks are similar to those of other money market
securities, although they may be more volatile.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
PUT FEATURES entitle the holder to put (sell back) a security to the issuer
or a financial intermediary. In exchange for this benefit, the fund may pay
periodic fees or accept a lower interest rate.
ILLIQUID SECURITIES. Some investments may be determined by FMR, under the
supervision of the Board of Trustees, to be illiquid, which means that they
may be difficult to sell promptly at an acceptable price. Difficulty in
selling securities may result in a loss or may be costly to the fund.
RESTRICTIONS. The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security could change during this period, which could
affect the market value of the fund's assets.
BORROWING. The fund may borrow from banks and may make additional
investments while borrowings are outstanding.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 331/3% of its total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraph restates all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraph, can be changed without shareholder approval.
The fund seeks to obtain as high a level of current income as is consistent
with the preservation of capital and liquidity, and to maintain a constant
net asset value per share (NAV) of $1.00. The fund may borrow only for
temporary or emergency purposes, but not in an amount exceeding 331/3% of
its total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts.
FMR may, from time to time, agree to reimburse the fund for management fees
above a specified limit. Reimbursement arrangements, which may be
terminated at any time without notice, can decrease the fund's expenses and
boost its performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. FMR pays all
of the expenses of the fund with limited exceptions. The annual management
fee is 0.43% of the fund's average net assets.
FMR HAS A SUB-ADVISORY AGREEMENT with FMR Texas, which has primary
responsibility for providing investment management for the fund, while FMR
retains responsibility for providing the fund with other management
services. FMR pays FMR Texas 50% of its management fee (before expense
reimbursements) for these services. FMR paid FMR Texas 0.21% of the fund's
average net assets for the fiscal year ended November 30, 1995.
OTHER EXPENSES
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for the fund. Fidelity Service Co. (FSC) calculates the
NAV and dividends for the fund, and maintains the fund's general accounting
records.
These expenses are paid by FMR pursuant to its management contract.
The fund has adopted a DISTRIBUTION AND SERVICE PLAN. This plan recognizes
that FMR may use its resources, including management fees, to pay expenses
associated with the sale of fund shares. This may include reimbursing FDC
for payments to third parties, such as banks or broker-dealers, that
provide shareholder support services or engage in the sale of the fund's
shares. The Board of Trustees has authorized such payments.
The fund also pays other expenses, such as brokerage fees and commissions,
taxes, and the compensation of trustees who are not affiliated with
Fidelity.
YOUR ACCOUNT

HOW TO BUY SHARES
THE FUND'S SHARE PRICE, called NAV, is calculated every business day. The
fund is managed to keep its share price stable at $1.00. The fund's shares
are sold without a sales charge.
Shares are purchased at the next NAV calculated after your order is
received and accepted by the transfer agent. NAV is normally calculated at
3:00 p.m. and 4:00 p.m. Eastern time.
Share certificates are not available for fund shares.
IF YOU ARE NEW TO FIDELITY, an initial investment must be preceded or
accompanied by a completed, signed application, which should be forwarded
to:
Fidelity Investments Institutional Services Company
STATE AND LOCAL ASSET MANAGEMENT SERIES:
Government Money Market Portfolio
P.O. Box 1182 Mail Zone M2I
Boston, MA 02103-1182
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail an account application with a check,
(small solid bullet) Place an order and wire money into your account, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
An account in the fund must be registered in the name of an eligible
investor. Each shareholder may establish multiple accounts as necessary to
satisfy requirements regarding commingling of funds or for accounting
convenience. Each such account is administered separately.
BY MAIL. Applications and checks drawn on a U.S. bank payable to "SLAM:
Government Money Market Portfolio" should be mailed to the above address.
Subsequent investments may be mailed to the above address at any time and
in any amount. They should always be accompanied by the fund's name, the
name on the account, the account number and a pre-coded fund investment
slip which will be supplied upon request to the address of record by the
Client Services Government Team.
Fidelity Client Services Government Team:
Nationwide 1-800-343-9222
BY WIRE. For wiring information and instructions, you should call the
investment professional through which you trade or Fidelity Client Services
Government Team. There is no fee imposed by the fund for wire purchases.
However, if you buy your shares through an investment professional, the
investment professional may impose a fee for wire purchases.
You will earn dividends on the day of your investment, provided (i) you
telephone Fidelity Client Services Government Team between 8:30 a.m. and
3:00 p.m. Eastern time on days the fund is open for business to advise them
of the wire and to place the trade, and (ii) the fund's designated wire
bank receives the wire before the close of the Federal Reserve Wire System
on the day your purchase order is accepted by the transfer agent.
The fund also may accept investments of certain federal or state transfer
payments wired directly to the fund, provided that properly executed
instructions have been filed with FIIOC and the appropriate sending agency.
Additional information regarding such investments may be obtained by
calling the Fidelity Client Services Government Team.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $25,000
MINIMUM BALANCE $25,000
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next NAV calculated after your order is received and accepted by the
transfer agent. NAV is normally calculated at 3:00 p.m. and 4:00 p.m.
Eastern time.
TO SELL SHARES IN AN ACCOUNT, you may use any of the methods described on
these two pages.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $25,000
worth of shares in the account to keep it open.
BY WIRE. Redemptions may be made by calling
Fidelity Client Services Government Team
Nationwide 1-800-343-9222
You must designate on your account application the U.S. commercial bank
account(s) into which you wish the redemption proceeds to be deposited.
Fidelity Client Services Government Team will then notify you that this
feature has been activated and that you may request wire redemptions.
You may change the bank account(s) designated to receive redemption
proceeds at any time prior to making a redemption request. You should send
a letter of instruction to Fidelity Client Services Government Team at the
address shown on page .
There is no fee imposed by the fund for wiring of redemption proceeds.
However, if you sell shares through an investment professional, the
investment professional may impose a fee for wire redemptions.
Redemption proceeds will be wired via the Federal Reserve Wire System to
your bank account of record. If your redemption request is received by the
transfer agent before 3:00 p.m. Eastern time, redemption proceeds will
normally be wired on that day. If your redemption request is received by
the transfer agent after 3:00 p.m. Eastern time, redemption proceeds will
normally be wired on the following business day.
The fund reserves the right to take up to seven days to pay you if making
immediate payment would adversely affect the fund.
BY MAIL. You may redeem any amount from your account on any business day by
submitting written instructions with an authorized signature which is on
file for that account. Written requests for redemption should be mailed to
Fidelity Client Services Government Team at the address listed on page .
A check made payable to the account registration will be mailed to the
address of record, normally on the day following receipt of redemption
instructions in proper form, and no later than seven days following receipt
of such redemption instructions.
CHECKWRITING
If you have a checkbook for your account, you may write an unlimited number
of checks. Do not, however, try to close out your account by check.
You should determine whether use of the checkwriting feature is restricted
by state or local investment statutes.
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available Monday through Friday,
8:30 a.m. to 6:00 p.m. Eastern time.
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your account
registration)
(small solid bullet) Account statements (monthly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports will be mailed,
even if you have more than one account in the fund. Call Fidelity Client
Services Government Team at the phone number listed on page if you need
additional copies of financial reports or historical account information.
SUB-ACCOUNTING AND SPECIAL SERVICES. Special processing has been arranged
with FIIOC for institutions that wish to open multiple accounts (a master
account and sub-accounts). You may be required to enter into a separate
agreement with FIIOC. Charges for these services, if any, will be
determined based on the level of services to be rendered.
ARBITRAGE REPORTING SERVICES. Special reporting is available for state and
local entities that require rebate calculations for the invested proceeds
of their issued tax-exempt obligations pursuant to the Tax Reform Act of
1986. Neither Fidelity nor the fund assumes responsibility for the accuracy
of the services provided. Please contact Fidelity Client Services
Government Team for more complete information.
SHAREHOLDER AND ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES
The fund distributes substantially all of its net investment income and
capital gains, if any, to shareholders each year. Income dividends are
declared daily and paid monthly.
Income dividends declared are accrued daily throughout the month and are
normally distributed on the first business day of the following month.
Based on prior approval of the fund, dividends relating to shares redeemed
during the month can be distributed on the day of redemption. The fund
reserves the right to limit this service.
Your dividend and capital gain distributions, if any, will be automatically
reinvested in additional shares of the fund unless otherwise specified on
your application.
Dividends will be reinvested at the fund's NAV on the last day of the
month. Capital gain distributions, if any, will be reinvested at the NAV as
of the record date of the distribution. The mailing of distribution checks
will begin within seven days.
TAXES
As with any investment, you should consider how your investment in the fund
will be taxed.
For beneficial owners of fund shares that are not states or political
subdivisions of states but are otherwise taxable entities, distributions
derived from net investment income and short-term capital gains are taxable
as ordinary income.
Distributions are subject to federal income tax, and may also be subject to
state or local taxes. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31.
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions,
if any, are taxed as long-term capital gains.
Mutual fund dividends from U.S. Government securities are generally free
from state and local income taxes. However, particular states may limit
this benefit, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not qualify for the benefit. In
addition, some states may impose intangible property taxes. You should
consult your own tax adviser for details and up-to-date information on the
tax laws in your state.
During the fiscal year ended November 30, 1995, 25.3% of Government Money
Market Portfolio's income distributions was derived from interest on U.S.
Government securities which is generally exempt from state income tax.
Every January, Fidelity will send you and the IRS a statement showing the
taxable distributions paid to you in the previous year.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, the fund
may have to limit its investment activity in some types of instruments.
The fund may be used for the investment of surplus funds of municipalities
including funds which are subject to arbitrage limitations or rebate
requirements of the Internal Revenue Code, as amended (the Code). Under
these rebate provisions, a portion of the earnings derived from such funds
may be required to be paid to the U.S. Treasury as computed in accordance
with the requirements of the Code. Section 115 (1) of the Code provides, in
part, that gross income does not include income derived from the exercise
of any essential governmental function and accruing to a state or any
political subdivision thereof and, to the extent that investments in the
fund are made in connection with such functions, states or political
subdivisions of states will not be subject to taxation on income or gains
derived from an investment in the fund. Prospective investors are advised
to consult their counsel for concurrence that investment in the fund is
permitted and suitable.
TRANSACTION DETAILS
THE FUND IS OPEN FOR BUSINESS and its NAV is normally calculated each day
that both the Federal Reserve Bank of New York (New York Fed) and the NYSE
are open. The following holiday closings have been scheduled for 1996: New
Year's Day, Martin Luther King 's Birthday, Washington's Birthday, Good
Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans
Day, Thanksgiving Day, and Christmas Day. Although FMR expects the same
holiday schedule to be observed in the future, the New York Fed or the NYSE
may modify its holiday schedule at any time. On any day that the New York
Fed or the NYSE closes early, the principal government securities markets
close early (such as on days in advance of holidays generally observed by
participants in such markets), or as permitted by the SEC, the right is
reserved to advance the time on that day by which purchase and redemption
orders must be received.
To the extent that portfolio securities are traded in other markets on days
when the New York Fed or the NYSE is closed, the fund's NAV may be affected
on days when investors do not have access to the fund to purchase or redeem
shares. Certain Fidelity funds may follow different holiday closing
schedules.
THE FUND'S NAV is the value of a single share. The NAV 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. The fund values its portfolio securities on the basis
of amortized cost. This method minimizes the effect of changes in a
security's market value and helps the fund maintain a stable $1.00 share
price.
THE FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV.
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 the fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of the confirmation
statements immediately after receipt. If you do not want the ability to
redeem and exchange by telephone, call Fidelity for instructions.
Additional documentation may be required from corporations, associations
and certain fiduciaries.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail.
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
TO ALLOW FMR TO MANAGE THE FUND MOST EFFECTIVELY, you are urged to initiate
all trades as early in the day as possible and to notify Fidelity Client
Services Government Team in advance of transactions in excess of $1
million.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased at the
next NAV calculated after your order is received and accepted by the
transfer agent. 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) The fund 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 the fund or
Fidelity has incurred.
(small solid bullet) If your wire is not received by the close of the
Federal Reserve Wire System, you could be liable for any losses or fees the
fund or Fidelity has incurred or for interest and penalties.
Shareholders of record as of 3:00 p.m. Eastern time will be entitled to
dividends declared that day.
Shares purchased between 3:00 p.m. and 4:00 p.m. Eastern time begin to earn
income dividends on the following business day.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your order is received and accepted by the
transfer agent. Note the following:
(small solid bullet) Shares redeemed before 3:00 p.m. Eastern time do not
receive the dividend declared on the day of redemption. Shares redeemed
after 3:00 p.m. Eastern time do receive the dividend declared on the day of
redemption.
(small solid bullet) The fund may withhold redemption proceeds until it is
reasonably assured that investments credited to your account have been
received and collected.
(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.
When the NYSE or the New York Fed is closed (or when trading is restricted)
for any reason other than its customary weekend or holiday closings, or
under any emergency circumstances as determined by the SEC to merit such
action, the fund may suspend redemption or postpone payment dates. In cases
of suspension of the right of redemption, the request for redemption may
either be withdrawn or payment may be made based on the NAV next determined
after the termination of the suspension.
IF YOUR ACCOUNT BALANCE FALLS BELOW $25,000 due to redemption, the account
may be closed and the proceeds may be mailed to your address of record or
wired to your bank account of record, as applicable. You will be given 30
days' notice that your account will be closed unless it is increased to the
minimum.
For purposes of determining the minimum balance, multiple accounts
registered in the same name within the fund will be aggregated.
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
EXCHANGE RESTRICTIONS
As a shareholder you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds.
An exchange involves the redemption of all or a portion of the shares of
one fund and the purchase of shares of another fund.
BY MAIL. You may exchange shares on any business day by submitting written
instructions with an authorized signature which is on file for that
account. Written requests for exchanges should contain the fund name,
account number, the number of shares to be redeemed, and the name of the
fund to be purchased. Written requests for exchange should be mailed to
Fidelity Client Services Government Team at the address on page .
WHEN YOU PLACE AN ORDER TO EXCHANGE SHARES, shares will be redeemed at the
next determined NAV after your order is received and accepted by the
transfer agent. Shares of the fund to be acquired will be purchased at its
next determined NAV after redemption proceeds are made available. You
should note that, under certain circumstances, the fund may take up to
seven days to make redemption proceeds available for the exchange purchase
of shares of another fund. Exchanges processed at the 3:00 p.m. price will
not earn the dividend declared for that day. In addition, please note the
following:
(small solid bullet) Exchanges will not be permitted until a completed and
signed account application is on file.
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange 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) If you exchange into a fund with a sales charge, you
pay the percentage difference between that fund's sales charge and any
sales charge you have already paid in connection with the shares you are
exchanging.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege.
(small solid bullet) The fund reserves the right to 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.
(small solid bullet) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future.
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
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 Prospectus and in the related SAI, in connection with the
offer contained in this Prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the fund or FDC. This Prospectus and the related SAI do not
constitute an offer by the fund or by FDC to sell or to buy shares of the
fund to any person to whom it is unlawful to make such offer.

[This page intentionally left blank.]

STATE AND LOCAL ASSET MANAGEMENT SERIES:
GOVERNMENT MONEY MARKET PORTFOLIO
(A SERIES OF FIDELITY INSTITUTIONAL INVESTORS TRUST)
STATEMENT OF ADDITIONAL INFORMATION
82 DEVONSHIRE STREET
BOSTON, MASSACHUSETTS 02109
JANUARY 19, 1996
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the fund's current Prospectus (dated
January 19, 1996). Please retain this document for future reference. The
fund's financial statements and financial highlights, included in the
Annual Report, for the fiscal year ended November 30, 1995, are attached to
the Prospectus and are incorporated herein by reference. To obtain an
additional copy of the Prospectus (and the Annual Report), please call
Fidelity Distributors Corporation at 1-800-343-9222.
TABLE OF CONTENTS PAGE

Investment Policies and Limitations

Portfolio Transactions

Valuation

Performance

Additional Purchase, Exchange, and Redemption Information

Distributions and Taxes

FMR

Trustees and Officers

Management Contract

Contracts with FMR Affiliates

Distribution and Service Plan

Description of the Fund

Financial Statements

Appendix

INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
SUB-ADVISER
FMR Texas Inc. (FMR Texas)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Investments Institutional Operations Company (FIIOC)
CUSTODIAN
The Bank of New York
SLAMG-ptb-196
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the 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.
The fund's fundamental policies and limitations cannot be changed without
approval of a "majority of the outstanding voting securities" (as defined
in the Investment Company Act of 1940 (1940 Act)) of the fund. However,
except for the fundamental investment limitations set forth below, the
investment policies and limitations described in this SAI are not
fundamental and may be changed without shareholder approval. 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 by the government of the United States or its agencies or
instrumentalities) if, as a result, more than 5% of the value of its total
assets would be invested in the securities of any single issuer, or it
would hold more than 10% of the outstanding voting securities of such
issuer, except that up to 25% of the fund's assets may be invested without
regard to these limitations;
(2) issue senior securities, except as permitted under the 1940 Act;
(3) sell securities short, unless it owns, or by virtue of ownership of
other securities has the right to obtain, securities equivalent in kind and
amount to the securities sold;
(4) purchase securities on margin, except that the fund may obtain such
short-term credits as are necessary for the clearance of transactions;
(5) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of the fund's total assets (less liabilities
other than borrowings). Any borrowings that come to exceed 33 1/3% of the
fund's total assets by reason of a decline in net assets will be reduced
within three days to the extent necessary to comply with the 33 1/3%
limitation. The fund may engage in reverse repurchase agreements;
(6) underwrite securities issued by others (except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);
(7) purchase the securities of any issuer (other than obligations issued or
guaranteed by the government of the United States or its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets (taken at current value) would be invested in the securities of
issuers having their principal business activities in the same industry;
(8) 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);
(9) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments; or
(10) lend any security or make any loan if, as a result, more than 33 1/3%
of the fund's total assets would be lent to other parties, but this limit
does not apply to purchases of debt securities or to repurchase agreements.
(11) 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 objective, policies and limitations as the fund.
Investment limitation (5) is construed in conformity with the 1940 Act;
accordingly, "three days" means three days, exclusive of Sundays and
holidays.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY ONLY BE CHANGED UPON
90 DAYS' PRIOR NOTIFICATION TO SHAREHOLDERS.
(i) The fund may not purchase the voting securities of any issuer.
(ii) The fund does not currently intend to sell securities short.
(iii) The fund may not borrow money except from a bank for temporary or
emergency purposes. The fund may not purchase a security while borrowings
as described in limitation (5) representing more than 5% of its total
assets are outstanding.
(iv) The fund does not currently intend to make loans, but this limitation
does not apply to purchases of debt securities or to repurchase agreements.
(v) The fund does not currently intend to (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation or merger.
(vi) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(vii) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(viii) The fund does not currently intend to purchase any security or enter
into a repurchase agreement if, as a result, more than 10% of its net
assets would be invested in repurchase agreements not entitling the holder
to payment of principal and interest within seven days and in securities
that are illiquid by virtue of legal or contractual restrictions on resale
or the absence of a readily available market.
(ix) The fund does not currently intend to engage in reverse repurchase
agreements.
(x) The fund does not currently intend to underwrite securities issued by
others.
(xi) The fund does not currently intend to invest in securities of real
estate investment trusts that are not readily marketable, or invest in
securities of real estate limited partnerships that are not listed on the
New York Stock Exchange (NYSE) or the American Stock Exchange or traded on
the NASDAQ National Market System.
(xii) The fund does not currently intend to purchase or sell futures
contracts or call options. This limitation does not apply to options
attached to, or acquired or traded together with, their underlying
securities, and does not apply to securities that incorporate features
similar to options or futures contracts.
(xiii) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management company with substantially
the same fundamental objective, policies, and limitations as the fund.
For purposes of limitation (vi), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
ADDITIONAL SHAREHOLDER INFORMATION. The fund invests in obligations issued
or guaranteed as to principal and interest by the U.S. Government;
obligations of U.S. Government agencies and instrumentalities that are
backed by the full faith and credit of the U.S. Government; and in
repurchase agreements for these obligations. The fund currently intends to
invest exclusively in these instruments. These policies may only be changed
upon 90 days' prior notification to shareholders.
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
AFFILIATED BANK TRANSACTIONS. The 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 include
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.
DELAYED-DELIVERY TRANSACTIONS. The fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by the fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking 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 on a delayed-delivery basis, the fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because the fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If the fund remains substantially fully
invested at a time when the delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, the fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When the fund has sold a security on a
delayed-delivery basis, 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,
the fund could miss a favorable price or yield opportunity, or could suffer
a loss.
The fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
Investments currently considered by the fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC, the fund has received permission to lend money to, and
borrow money from, other funds advised by FMR or its affiliates. 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
will lend through the program only when the returns are higher than those
available from other short-term instruments (such as repurchase
agreements), and will borrow through the program only when the costs are
equal to or lower than the cost of bank loans. 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. The fund does not
currently intend to participate in the program as a lender.
PUT FEATURES entitle the holder to sell a security back to the issuer at
any time or at specified intervals. They are subject to the risk that the
put provider is unable to honor the put feature (purchase the security).
QUALITY AND MATURITY. Pursuant to procedures adopted by the Board of
Trustees, the fund may purchase only high-quality securities that FMR
believes present minimal credit risks. To be considered high quality, a
security must be rated in accordance with applicable rules in one of the
two highest categories for short-term securities by at least two nationally
recognized rating services (or by one, if only one rating services has
rated the security); or, if unrated, judged to be of equivalent quality by
FMR.
High-quality securities are divided into "first tier" and "second tier"
securities. First tier securities are those deemed to be in the highest
rating category (e.g. Standard & Poor's A-1), and second tier securities
are those deemed to be in the second highest rating category (e.g. Standard
& Poor's A-2). Split-rated securities may be determined to be either first
tier or second tier based on applicable regulations.
The fund may not invest more than 5% of its total assets in second tier
securities. In addition, the fund may not invest more than 1% of its total
assets or $1 million (whichever is greater) in the second tier securities
of a single issuer.
The fund currently intends to limit its investments to securities with
remaining maturities of 397 days or less, and to maintain a dollar-weighted
average maturity of 90 days or less. When determining the maturity of a
security, the fund may look to an interest rate reset or demand feature.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits 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. To protect the fund
from the risk that the original seller will not fulfill its obligation, the
securities are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to the fund in connection with
bankruptcy proceedings), it is the fund's current policy to engage in
repurchase agreement transactions with parties whose creditworthiness has
been reviewed and found satisfactory by FMR.
SHORT SALES "AGAINST THE BOX." The fund may sell securities short when it
owns or has the right to obtain securities equivalent in kind or amount to
the securities sold short. Short sales could be used to protect the net
asset value per share of the fund in anticipation of increased interest
rates, without sacrificing the current yield of the securities sold short.
If the 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, including interest
expenses, in connection with opening, maintaining, and closing short sales
against the box.
STRIPPED GOVERNMENT SECURITIES. Stripped securities are created by
separating the income and principal components of a debt instrument and
selling them separately. U.S. Treasury STRIPS (Separate Trading of
Registered Interest and Principal of Securities) are created when the
coupon payments and the principal payment are stripped from an outstanding
Treasury bond by the Federal Reserve Bank. Bonds issued by government
agencies also may be stripped in this fashion.
VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments of
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
have put features.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority contained in the management
contract. FMR has granted investment management authority to the
sub-adviser (see the section entitled "Management Contracts"), and the
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 below. FMR is also responsible for the placement of transaction
orders for other investment companies and accounts for which it or its
affiliates act as investment adviser. Securities purchased and sold by the
fund generally will be traded on a net basis (i.e., without commission). 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; and the reasonableness of any commissions.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other 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 accounts; effect securities transactions, and perform
functions incidental thereto (such as clearance and settlement). FMR
maintains a listing of broker-dealers who provide such services on a
regular basis. However, as many transactions on behalf of the fund are
placed with broker-dealers (including broker-dealers on the list) without
regard to the furnishing of such services, it is not possible to estimate
the proportion of such transactions directed to such broker-dealers solely
because such services were provided. The selection of such broker-dealers
generally is made by FMR (to the extent possible consistent with execution
considerations) based upon the quality of research and execution services
provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the 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 the 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.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive 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 the
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 the
fund and 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.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc. (FBSI)
and Fidelity Brokerage Services (FBS), subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions charged by
non-affiliated, qualified brokerage firms for similar services. From
September 1992 through December 1994, FBS operated under the name Fidelity
Brokerage Services Limited, Inc. (FBSL). As of January 1995, FBSL was
converted to an unlimited liability company and assumed the name FBS. Prior
to September 4, 1992, FBSL operated under the name Fidelity Portfolio
Services, Ltd. (FPSL) as a wholly owned subsidiary of Fidelity
International Limited (FIL). Edward C. Johnson 3d is Chairman of FIL. Mr.
Johnson 3d, Johnson family members, and various trusts for the benefit of
the Johnson family own, directly or indirectly, more than 25% of the voting
common stock of FIL.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The Trustees 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, 1995, 1994, and 1993, the fund paid
no brokerage commissions. During the fiscal year ended November 30, 1995,
the fund paid no fees to brokerage firms that provided research.
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The 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 the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or 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 accounts.
Simultaneous transactions are inevitable when several funds and 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
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 the fund is concerned. In other cases,
however, the ability of the fund to participate in volume transactions will
produce better executions and prices for the fund. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION
Fidelity Service Co. (FSC) normally determines the fund's net asset value
per share (NAV) at 3:00 p.m. and 4:00 p.m. Eastern time. The valuation of
portfolio securities is determined as of these times for the purpose of
computing the fund's NAV.
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 the fund would receive if it sold the
instrument.
During periods of declining interest rates, the fund's yield based on
amortized cost valuation may be higher than would result if the fund used
market valuations to determine its NAV. The converse would apply during
periods of rising interest rates.
Valuing the fund's investments on the basis of amortized cost and use of
the term "money market fund" are permitted pursuant to Rule 2a-7 under the
1940 Act. The fund must adhere to certain conditions under Rule 2a-7, as
summarized in the section entitled "Quality and Maturity" on page .
The Board of Trustees oversees FMR's adherence to the provisions of Rule
2a-7 and has established procedures designed to stabilize the fund's NAV at
$1.00. At such intervals as they deem appropriate, the Trustees consider
the extent to which NAV calculated by using market valuations would deviate
from $1.00 per share. If the Trustees believe that a deviation from the
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
The fund may quote performance in various ways. All performance information
supplied by the fund in advertising is historical and is not intended to
indicate future returns. The fund's yield and total return fluctuate in
response to market conditions and other factors.
YIELD CALCULATIONS. To compute the fund's yield 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. The fund also
may calculate an effective yield by compounding the base period return over
a one-year period. In addition to the current yield, the fund may quote
yields in advertising based on any historical seven-day period. Yields for
the fund are calculated on the same basis as other money market funds, as
required by applicable regulations.
Yield information may be useful in reviewing the fund's performance and in
providing a basis for comparison with other investment alternatives.
However, the 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 the
fund's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates the fund's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to the 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 the fund's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's NAV over a
stated period. Average annual total returns are calculated by determining
the growth or decline in value of a hypothetical historical investment in
the 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 total return of 100% over ten years would produce an average
annual total 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 total returns are a convenient means of comparing investment
alternatives, investors should realize that the fund's performance is not
constant over time, but changes from year to year, and that average annual
total returns represent averaged figures as opposed to the actual
year-to-year performance of the fund.
In addition to average annual total returns, the fund may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
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. Total 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 total return. Total returns may be quoted on a
before-tax or after-tax basis. Total 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 the fund's 7-day yields
and total returns for the period ended Novem ber 3 0 , 1995.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns Cumulative Total Returns
Seven-Day One Five One Five
Yield Year Years Life of Year Years Life of
Fund* Fund*

Government Money Market 5.55% 5.62% 4.35% 5.80% 5.62% 23.71% 59.42%
Portfolio

</TABLE>

* Life of Fund figures are from commencement of operations of the fund -
August 27, 1987.
The following table shows the income and capital elements of the fund's
cumulative total return. The table compares the fund's return to the record
of the Standard & Poor's Composite Index of 500 Stocks (S&P 500), the Dow
Jones Industrial Average (DJIA), and the cost of living (measured by the
Consumer Price Index, or CPI) over the same period. The CPI information is
as of the month end closest to the initial investment date for the fund.
The S&P 500 and DJIA comparisons are provided to show how the fund's total
return compared to the record of a broad average of common stocks and a
narrower set of stocks of major industrial companies, respectively, over
the same period. Of course, since the fund invests in short-term
fixed-income securities, common stocks represent a different type of
investment from the fund. Common stocks generally offer greater growth
potential than the fund, but generally experience greater price volatility,
which means greater potential for loss. In addition, common stocks
generally provide lower income than a fixed-income investment such as the
fund. Figures for the S&P 500 and DJIA are based on the prices of unmanaged
groups of stocks and, unlike the fund's returns, do not include the effect
of paying brokerage commissions or other costs of investing.
During the period from August 27, 1987 (commencement of operations) to
Novem ber 3 0 , 1995, a hypothetical $10,000 investment in the
fund would have grown to $15,942, assuming all distributions were
reinvested. This was a period of fluctuating interest rates and the figures
below should not be considered representative of the dividend income or
capital gain or loss that could be realized from an investment in the fund
today.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
STATE AND LOCAL ASSET MANAGEMENT SERIES: INDICES
Government Money Market Portfolio
Period Value of Value of Value of Total S&P 500 DJIA Cost of
Ended Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1995 $ 10,000 $ 5,942 $ 0 $ 15,942 $ 23,506 $ 24,464 $ 13,427

1994 $ 10,000 $ 5,093 $ 0 $ 15,093 $ 17,160 $ 17,587 $ 13,103

1993 $ 10,000 $ 4,565 $ 0 $ 14,565 $ 16,983 $ 16,861 $ 12,745

1992 $ 10,000 $ 4,166 $ 0 $ 14,166 $ 15,424 $ 14,700 $ 12,413

1991 $ 10,000 $ 3,657 $ 0 $ 13,657 $ 13,016 $ 12,500 $ 12,045

1990 $ 10,000 $ 2,886 $ 0 $ 12,886 $ 10,815 $ 10,687 $ 11,696

1989 $ 10,000 $ 1,921 $ 0 $ 11,921 $ 11,205 $ 10,869 $ 11,005

1988 $ 10,000 $ 920 $ 0 $ 10,920 $ 8,564 $ 8,184 $ 10,516

1987* $ 10,000 $ 177 $ 0 $ 10,177 $ 6,944 $ 6,846 $ 10,087

</TABLE>

* From August 27, 1987 (commencement of operations).
Explanatory Notes: With an initial investment of $10,000 made on August 27,
1987, 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 for the period covered (their cash value at the time
they were reinvested), amounted to $15,942. If distributions had not been
reinvested, the amount of distributions earned from the fund over time
would have been smaller, and cash payments (dividends) for the period would
have amounted to $4,676. The fund did not distribute any capital gains
during the period. Tax consequences of different investments have not been
factored into the above figures.
PERFORMANCE COMPARISONS. The 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 Analytical Services, Inc. (Lipper),
an independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Lipper generally ranks funds on the basis of
total return, assuming reinvestment of distributions, but does not take
sales charges or redemption fees into consideration, and is prepared
without regard to tax consequences. Lipper may also rank funds based on
yield. In addition to the mutual fund rankings, the fund's performance may
be compared to stock, bond, and money market mutual fund performance
indices prepared by Lipper or other organizations. When comparing these
indices, 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, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the 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.
The 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, the
fund may offer greater liquidity or higher potential returns than CDs, the
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 indices.
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 total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
The fund may compare its performance or the performance of securities in
which it may invest to averages published by IBC USA (Publications), Inc.
of Ashland, Massachusetts. These averages assume reinvestment of
distributions. The IBC/Donoghue's MONEY FUND
AVERAGES(trademark)/Government, which is reported in the MONEY FUND
REPORT(registered trademark), covers over 229 money market funds and
IBC/Donoghue's MONEY FUND AVERAGES(trademark) /All Taxable, which is
reported in the MONEY FUND REPORT(registered trademark), covers over 772
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; charitable giving; and the Fidelity credit
card. 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,
a quarterly magazine provided free of charge to Fidelity fund shareholders.
The fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
As of Novem ber 3 0 , 1995, FMR advised over $26.5 billion in
tax-free fund assets, $81 billion in money market fund assets, $234 billion
in equity fund assets, $48 billion in international fund assets, and $23
billion in Spartan fund assets. The fund 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.
In addition to performance rankings, the 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
If the Trustees determine that existing conditions make cash payment
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV. Shareholders receiving 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.
Pursuant to Rule 11a-3 under the 1940 Act, the fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, the 60-day notification requirement may
be waived if (i) the only effect of a modification would be to reduce or
eliminate an administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) the fund suspends
the redemption of the shares to be exchanged as permitted under the 1940
Act or the rules and regulations thereunder, or the fund to be acquired
suspends the sale of its shares because it is unable to invest amounts
effectively in accordance with its investment objective and policies.
In the prospectus, the fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and policies
or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. Because the 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 distributed as dividend income, but do not
qualify for the dividends-received deduction. A portion of the fund's
dividends derived from certain U.S. Government obligations may be exempt
from state and local taxation. The fund will send each shareholder a notice
in January describing the tax status of dividend and capital gain
distributions (if any) for the prior year.
CAPITAL GAIN DISTRIBUTIONS. The fund may distribute any net realized
short-term capital gains once a year or more often as necessary, to
maintain its net asset value of $1.00 per share. The fund does not
anticipate earning long-term capital gains on securities held by the fund.
As of fiscal year ended November 30, 1995, the fund had a capital loss
carryforward aggregating approximately $100,000. This loss carryforward, of
which $29,000, $9,000, $48,000 and $14,000 will expire on November 30,
1999, 2001, 2002, and 2003, 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 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 dividend distributions from the fund
will be the same as if you directly owned your proportionate share of the
U.S. Government securities in the fund's portfolio. Because the income
earned on most U.S. Government securities in which the fund invests is
exempt from state and local income taxes, the portion of your dividends
from the fund attributable to these securities will also be free from
income taxes. The exemption from state and local income taxation does not
preclude states from assessing other taxes on the ownership of U.S.
Government securities. In a number of states, corporate franchise (income)
tax laws do not exempt interest earned on U.S. Government securities
whether such securities are held directly or through a fund.
TAX STATUS OF THE FUND. The fund intends to qualify each year as a
"regulated investment company" for tax purposes 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,
the 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.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. 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 taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisors
to determine whether the fund is suitable to their particular tax
situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. 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 three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and 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
account 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.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. Trustees and officers elected or
appointed to Fidelity Institutional Investors Trust prior to the fund's
conversion from a series of a Massachusetts business trust served in
identical capacities. All persons named as Trustees also serve in similar
capacities for other funds advised by FMR. The business address of each
Trustee and officer who is an "interested person" (as defined in the
Investment Company Act of 1940) 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, 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 (65), 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
FMR Texas Inc., Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD (54), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc., Fidelity Management &
Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX (63), Trustee (1991), is a consultant to Western Mining
Corporation (1994). Prior to February 1994, he was President of Greenhill
Petroleum Corporation (petroleum exploration and production, 1990). Until
March 1990, Mr. Cox was President and Chief Operating Officer of Union
Pacific Resources Company (exploration and production). He is a Director of
Sanifill Corporation (non-hazardous waste, 1993) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University and
the University of Texas at Austin.
PHYLLIS BURKE DAVIS (63), Trustee (1992). Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of BellSouth
Corporation (telecommunications), Eaton Corporation (manufacturing, 1991),
and the TJX Companies, Inc. (retail stores, 1990), and previously served as
a Director of Hallmark Cards, Inc. (1985-1991) and Nabisco Brands, Inc. In
addition, she is a member of the President's Advisory Council of The
University of Vermont School of Business Administration.
RICHARD J. FLYNN (71), Trustee, is a financial consultant. Prior to
September 1986, Mr. Flynn was Vice Chairman and a Director of the Norton
Company (manufacturer of industrial devices). He is currently a Trustee of
College of the Holy Cross and Old Sturbridge Village, Inc., and he
previously served as a Director of Mechanics Bank (1971-1995).
E. BRADLEY JONES (68), Trustee (1990). Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company. He is
a Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products, 1990),
and he previously served as a Director of NACCO Industries, Inc. (mining
and marketing, 1985-1995) and Hyster-Yale Materials Handling, Inc.
(1985-1995). In addition, he serves as a Trustee of First Union Real Estate
Investments, a Trustee and member of the Executive Committee of the
Cleveland Clinic Foundation, a Trustee and member of the Executive
Committee of University School (Cleveland), and a Trustee of Cleveland
Clinic Florida.
DONALD J. KIRK (63), Trustee, is Executive-in-Residence (1995) at Columbia
University Graduate School of Business and a financial consultant. 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 is a Director of General Re
Corporation (reinsurance), and he previously served as a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition, he serves as Chairman of the Board of Directors of the National
Arts Stabilization Fund, Vice Chairman of the Board of Trustees of the
Greenwich Hospital Association, and as a Member of the Public Oversight
Board of the American Institute of Certified Public Accountants' SEC
Practice Section (1995).
*PETER S. LYNCH (52), Trustee (1990) is Vice Chairman and Director of FMR
(1992). 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 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). He is a Director of W.R. Grace
& Co. (chemicals) and Morrison Knudsen Corporation (engineering and
construction). 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 (1990).
GERALD C. McDONOUGH (66), Trustee, is Chairman of G.M. Management Group
(strategic advisory services). Prior to his retirement in July 1988, he was
Chairman and Chief Executive Officer of Leaseway Transportation Corp.
(physical distribution services). Mr. McDonough is a Director of
ACME-Cleveland Corp. (metal working, telecommunications and electronic
products), Brush-Wellman Inc. (metal refining), York International Corp.
(air conditioning and refrigeration), Commercial Intertech Corp. (water
treatment equipment, 1992), and Associated Estates Realty Corporation (a
real estate investment trust, 1993).
EDWARD H. MALONE (71), Trustee. Prior to his retirement in 1985, Mr. Malone
was Chairman, General Electric Investment Corporation and a Vice President
of General Electric Company. He is a Director of Allegheny Power Systems,
Inc. (electric utility), General Re Corporation (reinsurance) and Mattel
Inc. (toy manufacturer). In addition, he serves as a Trustee of the Naples
Philharmonic Center for the Arts and Rensselaer Polytechnic Institute, and
he is a member of the Advisory Boards of Butler Capital Corporation Funds
and Warburg, Pincus Partnership Funds.
MARVIN L. MANN (62), Trustee (1993) is Chairman of the Board, President,
and Chief Executive Officer of Lexmark International, Inc. (office
machines, 1991). 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) and Infomart (marketing
services, 1991), a Trammell Crow Co. In addition, he serves as the Campaign
Vice Chairman of the Tri-State United Way (1993) and is a member of the
University of Alabama President's Cabinet (1990).
THOMAS R. WILLIAMS (67), 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 BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software), Georgia Power Company (electric
utility), Gerber Alley & Associates, Inc. (computer software), National
Life Insurance Company of Vermont, American Software, Inc., and AppleSouth,
Inc. (restaurants, 1992).
FRED L. HENNING, JR. (56), Vice President, is Vice President of Fidelity's
money market (1994) and fixed-income (1995) funds and Senior Vice President
of FMR Texas Inc.
LELAND BARRON (36), Vice President of the fund (1992), and other funds
advised by FMR, is an employee of FMR.
ARTHUR S. LORING (48), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEBER (48), Treasurer (1995), is Treasurer of the Fidelity
funds and is an employee of FMR (1995). Before joining FMR, Mr. Rathgeber
was a Vice President of Goldman Sachs & Co. (1978-1995), where he served in
various positions, including Vice President of Proprietary Accounting
(1988-1992), Global Co-Controller (1992-1994), and Chief Operations Officer
of Goldman Sachs (Asia) LLC (1994-1995)
THOMAS D. MAHER (50), Assistant Vice President (1990), is Assistant Vice
President of Fidelity's money market funds and Vice President and Associate
General Counsel of FMR Texas Inc. (1990). Prior to 1990, Mr. Maher was an
employee of FMR.
JOHN H. COSTELLO (49), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (49), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity funds, Mr.
Rush was Chief Compliance of Officer of FMR Corp. (1993-1994); Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993); and
Vice President, Assistant Controller, and Director of the Accounting
Department - First Boston Corp. (1986-1990).
The following table sets forth information describing the compensation of
each current Trustee of the fund for his or her services as trustee for the
fiscal year ended November 30, 1995.
COMPENSATION TABLE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Trustees Aggregate Pension or Estimated Annual Total
Compensation Retirement Benefits Upon Compensation
from Benefits Accrued Retirement from from the Fund
the Fund as Part of Fund the Fund Complex*
Expenses from the Complex*
Fund Complex*

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

Ralph F. Cox 101 5,200 52,000 128,000

Phyllis Burke Davis 98 5,200 52,000 125,000

Richard J. Flynn 127 0 52,000 160,500

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

E. Bradley Jones 101 5,200 49,400 128,000

Donald J. Kirk 103 5,200 52,000 129,500

Peter S. Lynch ** 0 0 0 0

Gerald C. McDonough 101 5,200 52,000 128,000

Edward H. Malone 101 5,200 44,200 128,000

Marvin L. Mann 99 5,200 52,000 128,000

Thomas R. Williams 100 5,200 52,000 125,000

</TABLE>

* Information is as of December 31, 1995 for 219 funds in the complex.
** Interested trustees of the fund are compensated by FMR.
The non-interested Trustees may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of a Deferred
Compensation Plan (the Plan). Under the Plan, compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been
invested and reinvested in shares of one or more funds in the complex
designated by such Trustee (designated securities).The amount paid to the
Trustee under the Plan will be determined based upon the performance of
such investments. Deferral of Trustees' fees in accordance with the Plan
will have a negligible effect on the fund's assets, liabilities, and net
income per share, and will not obligate the fund to retain the services of
any Trustee or to pay any particular level of compensation to the Trustee.
The fund may invest in such designated securities under the Plan without
shareholder approval.
Under a retirement program adopted in July 1988, the non-interested
Trustees, upon reaching age 72, become eligible to participate in a
retirement program under which they receive payments during their lifetime
from a fund based on their basic trustee fees and length of service. The
obligation of a fund to make such payments is not secured or funded.
Trustees become eligible if, at the time of retirement, they have served on
the Board for at least five years. Currently, Messrs. Ralph S. Saul,
William R. Spaulding, Bertram H. Witham, and David L. Yunich, all former
non-interested Trustees, receive retirement benefits under the program.
As of January 2, 1996, the Trustees and officers of the fund owned, in the
aggregate, less than 1% of the fund's total outstanding shares.
As of December 28, 1995, the following owned of record or beneficially 5%
or more of outstanding shares of the fund: Culver City, Culver City, CA
(11.16%); City of Baltimore, Baltimore, MD (8.73%); City of Tustin, Tustin,
CA (7.25%); Massachusetts Health & Educational, Boston, MA (7.07%); City of
Evanston, Evanston, IL (5.59%); and Pompano Beach City, Pompano Beach, FL
(5.07%).
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the 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 the fund with all necessary
office facilities and personnel for servicing the fund's investments,
compensates all officers of the fund and all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the 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, provides the management and administrative services necessary
for the operation of the fund. These services include providing facilities
for maintaining the fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
laws; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Trustees.
FMR is responsible for the payment of all expenses of the fund with certain
exceptions. Specific expenses payable by FMR include, without limitation,
expenses for the typesetting, printing, and mailing proxy materials to
shareholders; legal expenses, and the fees of the custodian, auditor, and
interested Trustees; costs of typesetting, printing, and mailing
prospectuses and statements of additional information, notices and reports
to shareholders; the fund's proportionate share of insurance premiums and
Investment Company Institute dues. FMR also provides for transfer agent and
dividend disbursing services through FIIOC and portfolio and general
accounting record maintenance through FSC.
FMR pays all other expenses of the fund with the following exceptions: fees
and expenses of all Trustees of the trust who are not "interested persons"
of the trust or FMR; taxes; brokerage commissions (if any); and such
nonrecurring expenses as may arise, including costs of litigation to which
the fund may be a party, and any obligation it may have to indemnify the
officers and Trustees with respect to any litigation.
FMR is the fund's manager pursuant to a management contract dated January
29, 1992, which was approved by shareholders on November 13, 1991. The
management fee paid to FMR is reduced by an amount equal to the fees and
expenses paid by the fund to the non-interested Trustees.
For the services of FMR under the contract, the fund pays FMR a monthly
management fee at the annual rate of 0.43% of the average net assets of the
fund throughout the month. For the fiscal years ended November 30, 1995,
1994, and 1993, FMR received $840,945, $1,704,235, and $3,625,261,
respectively, after reduction of fees and expenses paid by the fund to the
non-interested Trustees.
FMR may, from time to time, voluntarily reimburse all or a portion of the
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 the fund's total returns and yield and repayment of
the reimbursement by the fund will lower its total returns and yield.
To comply with the California Code of Regulations, FMR will reimburse the
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating the fund's expenses for purposes of this regulation, the
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its custodian fees attributable to
investments in foreign securities.
SUB-ADVISER. FMR has entered into a sub-advisory agreement with FMR Texas
Inc. (FMR Texas) pursuant to which FMR Texas has primary responsibility for
providing portfolio investment management services to the fund.
Under the sub-advisory agreement, dated January 29, 1992, which was
approved by shareholders on November 13, 1991, FMR pays FMR Texas fees
equal to 50% of the management fee payable to FMR under its management
contract with the fund. The fees paid to FMR Texas are not reduced by any
voluntary or mandatory expense reimbursements that may be in effect from
time to time. On behalf of the fund, for the fiscal years ended November
30, 1995, 1994, and 1993, FMR paid FMR Texas fees of $420,473, $850,057,
and $1,801,405, respectively.
CONTRACTS WITH FMR AFFILIATES
FIIOC, an affiliate of FMR, is the transfer, dividend disbursing, and
shareholder servicing agent for the fund. Under this arrangement, FIIOC
receives an annual account fee and an asset based fee for each account
based on account size. FSC, an affiliate of FMR, performs the calculations
necessary to determine the NAV and dividends for the fund, and maintains
the fund's accounting records. FSC receives a fee based on the fund's
average net assets. FMR must bear the cost of transfer, dividend
disbursing, shareholder servicing, and pricing and bookkeeping services
pursuant to its management contract with the fund.
FIIOC bears the expense of typesetting, printing, and mailing prospectuses,
statements of additional information, and all other reports, notices, and
statements to shareholders, with the exception of proxy statements. Also,
FIIOC pays out-of-pocket expenses associated with transfer agent services.
The fund has a distribution agreement with FDC, a Massachusetts corporation
organized on July 18, 1960. FDC is a broker-dealer registered under the
Securities and Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreement calls
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.
DISTRIBUTION AND SERVICE PLAN
The Trustees have approved a Distribution and Service Plan on behalf of the
fund (the Plan) pursuant to Rule 12b-1 of 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 Plan, as approved by the Trustees,
allows the fund and FMR to incur certain expenses that might be considered
to constitute indirect payment by the fund of distribution expenses.
Under the 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. The Plan specifically
recognizes that FMR may use its management fee revenue as well as its past
profits or its other resources from any other source to reimburse FDC for
expenses incurred in connection with the distribution of shares of the
fund, including payments made to third parties that assist in selling
shares of the fund, or to third parties, including banks, that render
shareholder support services.
Under the Plan, payments made by FMR to FDC during the fiscal year ended
November 30, 1995 amounted to $922.
Prior to approving the Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and have
determined that there is a reasonable likelihood that the Plan will benefit
the fund and its shareholders. In particular, the Trustees noted that the
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 the Plan
gives FMR and FDC greater flexibility in connection with the distribution
of shares of the fund, additional sales of fund shares may result.
Furthermore, certain shareholder support services may be provided more
effectively under the Plan by local entities with whom shareholders have
other relationships.
The Plan was approved by shareholders of the fund on November 13, 1991, in
connection with a reorganization transaction on January 29, 1992, pursuant
to an Agreement and Plan of Conversion.
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 fund
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.
The fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plan. No
preference for the instruments of such depository institutions will be
shown in the selection of investments.
DESCRIPTION OF THE FUND
FUND ORGANIZATION. State and Local Asset Management Series: Government
Money Market Portfolio is a fund of Fidelity Institutional Investors Trust,
an open-end management investment company organized as a Delaware business
trust on January 29, 1992. State and Local Asset Management Series:
Government Money Market Portfolio acquired all of the assets of State and
Local Asset Management Series: Government Money Market Portfolio, a series
of Income Portfolios on January 29, 1992 pursuant to an agreement
approved by shareholders on November 13, 1991. Currently, the fund is the
only fund of the Delaware trust. The Trust Instrument permits the Trustees
to create additional funds.
In the event that FMR ceases to be the investment adviser to the fund, the
right of the fund to use the identifying name "Fidelity" may be withdrawn.
SHAREHOLDER AND TRUSTEE LIABILITY. The fund 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 fund and requires that
a disclaimer be given in each contract entered into or executed by the fund
or the Trustees. The Trust Instrument provides for indemnification out of
the fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund. The Trust Instrument
also provides that the 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 the 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.
The Trust Instrument further provides that the Trustees, if they have
exercised reasonable care, shall not be personally liable to any person
other than the fund or its shareholders; moreover, the Trustees shall not
be liable for any conduct whatsoever, provided that Trustees are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.
VOTING RIGHTS. The fund's capital consists of shares of beneficial interest
allocated to a single fund. The shares have no preemptive or conversion
rights; the voting and dividend rights, the right of redemption, and the
privilege of exchange are described in the Prospectus. Shares are fully
paid and nonassessable, except as set forth under the heading "Shareholder
and Trustee Liability" above. Shareholders representing 10% or more of the
fund may, as set forth in the Trust Instrument, call meetings of the fund
for any purpose related to the fund, including the purpose of voting on
removal of one or more Trustees.
The fund may be terminated upon the sale of its assets to, or merger with,
another open-end management investment company or series thereof, or upon
liquidation and distribution of its assets. Generally such terminations
must be approved by vote of the holders of a majority of the outstanding
shares of the fund; however, the Trustees may, without prior shareholder
approval, change the form of organization of the fund by merger,
consolidation, or incorporation. If not so terminated or reorganized, the
fund will continue indefinitely.
Under the Trust Instrument, the Trustees may, without shareholder vote,
cause the fund to merge or consolidate into one or more trusts,
partnerships, or corporations, or cause the fund to be incorporated under
Delaware law, so long as the surviving entity is an open-end management
investment company that will succeed to or assume the fund registration
statement. The fund may invest all of its assets in another investment
company.
CUSTODIAN. The Bank of New York, 48 Wall Street, New York, New York, is
custodian of the assets of the fund. The custodian is responsible for the
safekeeping of a fund's assets and the appointment of the subcustodian
banks and clearing agencies. The custodian takes no part in determining the
investment policies of a fund or in deciding which securities are purchased
or sold by a fund. However, a fund may invest in obligations of the
custodian and may purchase securities from or sell securities to the
custodian, Chemical Bank, headquartered in New York, also may serve as a
special purpose custodian of certain assets in connection with pooled
repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and 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. Coopers & Lybrand L.L.P., 1999 Bryan Street, Suite 3000, Dallas,
Texas 75201 serves as the fund's independent accountant. The auditor
examines financial statements for the fund and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
The fund's financial statements and financial highlights for the fiscal
year ended Novem ber 3 0 , 1995, are included in the fund's
Annual Report, which is attached to the fund's Prospectus. The fund's
financial statements and financial highlights are incorporated herein by
reference.
APPENDIX
The descriptions that follow are examples of eligible ratings for the fund.
The fund may, however, consider the ratings for other types of investments
and the ratings assigned by other rating organizations when determining the
eligibility of a particular investment.
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S COMMERCIAL PAPER RATINGS:
Issuers rated PRIME-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following
characteristics:
Leading market positions in well established industries.
High rates of return on funds employed.
Conservative capitalization structures with moderate reliance on debt and
ample asset protection.
Broad margins in earning coverage of fixed financial charges and with high
internal cash generation.
Well established access to a range of financial markets and assured
sources of alternate liquidity.
Issuers rated PRIME-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earning trends and coverage ratios, while sound, will be
more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S COMMERCIAL PAPER RATINGS:
A - Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with
the numbers 1, 2, and 3 to indicate the relative degree of safety.
A-1 - This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics will be denoted with a plus (+)
sign designation.
A-2 - Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high as for issues
designated A-1.

INVESTMENTS NOVEMBER 30, 1995

Showing Percentage of Total Value of Investments

U.S. TREASURY OBLIGATIONS - 21.4%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
1/31/96 5.71% $ 2,000,000 $ 1,993,920
2/15/96 6.18 4,000,000 3,986,405
2/15/96 6.21 5,000,000 4,983,009
2/29/96 5.60 5,000,000 4,986,194
4/15/96 5.51 2,000,000 2,026,070
4/30/96 5.58 2,000,000 2,014,681
4/30/96 5.63 4,000,000 3,995,281
4/30/96 5.65 4,000,000 3,995,095
5/15/96 5.43 1,000,000 1,007,501
TOTAL U.S. TREASURY OBLIGATIONS 28,988,156
REPURCHASE AGREEMENTS - 78.6%
MATURITY
AMOUNT
In a joint trading account
(U.S. Treasury Obligations)
dated 11/30/95, due 12/1/95:
(Notes 2 and 3)
At 5.90% $ 82,013,442 82,000,000
At 5.91% 24,575,034 24,571,000
TOTAL REPURCHASE AGREEMENTS 106,571,000
TOTAL INVESTMENTS - 100% $ 135,559,156
Total Cost for Income Tax Purposes $ 135,559,156
INCOME TAX INFORMATION
At November 30, 1995, the fund had a capital loss carryforward of
approximately $100,000 of which $29,000, $9000, $48,000 and $14,000 will
expire on November 30, 1999, 2001, 2002 and 2003, respectively.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
NOVEMBER 30, 1995

ASSETS

Investment in securities, at value (including repurchase agreements of $106,571,000) - $ 135,559,156
See accompanying schedule

Cash 16,101

Interest receivable 302,604

TOTAL ASSETS 135,877,861

LIABILITIES

Distributions payable $ 30,611

Accrued management fee 48,344

TOTAL LIABILITIES 78,955

NET ASSETS $ 135,798,906

Net Assets consist of:

Paid in capital $ 135,846,006

Accumulated net realized gain (loss) on investments (47,100)

NET ASSETS, for 135,846,006 shares outstanding $ 135,798,906

NET ASSET VALUE, offering price and redemption price per share $1.00
($135,798,906 (divided by) 135,846,006 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED NOVEMBER 30, 1995

INTEREST INCOME $ 11,526,369

EXPENSES

Management fee $ 840,945

Non-interested trustees' compensation 1,154

TOTAL EXPENSES 842,099

NET INTEREST INCOME 10,684,270

NET REALIZED GAIN (LOSS) ON INVESTMENTS (14,087)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 10,670,183

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED NOVEMBER 30,

1995 1994

INCREASE (DECREASE) IN NET ASSETS

Operations $ 10,684,270 $ 13,640,847
Net interest income

Net realized gain (loss) (14,087) (48,217)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 10,670,183 13,592,630

Distributions to shareholders from net interest income (10,684,270) (13,640,847)

Share transactions at net asset value of $1.00 per share 129,257,739 513,135,378
Proceeds from sales of shares

Reinvestment of distributions from net interest income 9,981,409 12,343,246

Cost of shares redeemed (247,566,577) (804,168,405)

(108,327,429) (278,689,781)
NET INCREASE (DECREASE) IN NET ASSETS AND SHARES RESULTING FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS (108,341,516) (278,737,998)

NET ASSETS

Beginning of period 244,140,422 522,878,420

End of period $ 135,798,906 $ 244,140,422

</TABLE>

FINANCIAL HIGHLIGHTS
SELECTED PER-SHARE DATA

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Fiscal years ended 1995 1994 1993 1992 1991 1990 1989 1988 1987A
November 30

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

Income from .055 .036 .028 .037 .058 .078 .088 .071 .018
Investment Operations
Net interest income

Less Distributions (.055) (.036) (.028) (.037) (.058) (.078) (.088) (.071) (.018)
From net interest
income

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

Total return 5.62 3.63 2.82 3.73 5.98 8.09 9.17 7.29% 1.77%B
% % % % % % % B

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of $ 135,799 $ 244,140 $ 522,878 $ 1,084,96 $ 1,095,48 $ 935,570 $ 1,013,07 $ 372,999 $ 21,018
period 3 3 7
(000 omitted)

Ratio of expenses .43 .43 .43 .43 .43 .43 .43 .40% .15%C
to average % % % % % % % D D
net assets

Ratio of net
interest 5.46 3.44 2.79 3.64 5.81 7.81 8.81 7.71% 6.70%C
income to % % % % % % %
average net assets

</TABLE>

1. SIGNIFICANT ACCOUNTING POLICIES.
State and Local Asset Management Series : Government Money Market Portfolio
(the fund) is a fund of Fidelity Institutional Investors Trust (the trust)
and is authorized to issue an unlimited number of shares. The trust is
registered under the Investment Company Act of 1940, as amended (the 1940
Act), as an open-end management investment company organized as a Delaware
business trust. The following summarizes the significant accounting
policies of the fund:
SECURITY VALUATION. As permitted under Rule 2a-7 of the 1940 Act, and
certain conditions therein, securities are valued initially at cost and
thereafter assume a constant amortization to maturity of any discount or
premium.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INTEREST INCOME. Interest income, which includes amortization of premium
and accretion of original issue discount, is accrued as earned.
DISTRIBUTIONS TO SHAREHOLDERS. Dividends are declared daily and paid
monthly from net interest income.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested cash balances into one or more joint trading accounts. These
balances are invested in one or more repurchase agreements that mature in
60 days or less from the date of purchase, and are collateralized by U.S.
Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying U.S. Treasury or Federal Agency Securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
REVERSE REPURCHASE AGREEMENTS. At all times that a reverse repurchase
agreement is outstanding, the fund identifies cash and liquid securities as
segregated in its custodian records with a value at least equal to its
obligation under the agreement.
3. JOINT TRADING ACCOUNT.
At the end of the period, the fund had 20% or more of its total investments
in repurchase agreements through a joint trading account. These repurchase
agreements were with entities whose creditworthiness has been reviewed and
found satisfactory by FMR. The maturity values of the joint trading account
investments were $82,013,442 at 5.90% and $24,575,034 at 5.91%. The
investments in repurchase agreements through the joint trading account are
summarized as follows:
SUMMARY OF JOINT TRADING
DATED NOVEMBER 30, 1995, DUE DECEMBER 31, 1995 AT 5.90%
Number of dealers or banks 14
Maximum amount with one dealer or bank 31.8%
Aggregate principal amount of agreements $7,768,000,000
Aggregate maturity amount of agreements $7,769,273,426
Aggregate market value of collateral $7,932,590,731
Coupon rates of collateral 0% to 15.75%
Maturity dates of collateral 12/21/95 to 2/15/23
3. JOINT TRADING ACCOUNT - CONTINUED
SUMMARY OF JOINT TRADING - CONTINUED
DATED NOVEMBER 30, 1995, DUE DECEMBER 31, 1995 AT 5.91%
Number of dealers or banks 6
Maximum amount with one dealer or bank 44.6%
Aggregate principal amount of agreements $560,000,000
Aggregate maturity amount of agreements $560,091,947
Aggregate market value of collateral $571,776,107
Coupon rates of collateral 0% to 13.75%
Maturity dates of collateral 12/21/95 to 8/15/05
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, FMR pays all expenses,
except the compensation of the non-interested Trustees and certain
exceptions such as interest, taxes, brokerage commissions and extraordinary
expenses. FMR receives a fee that is computed daily at an annual rate of
.43% of the fund's average net assets.
SUB-ADVISER FEE. As the fund's investment sub-adviser, FMR Texas Inc., a
wholly owned subsidiary of FMR, receives a fee from FMR of 50% of the
management fee payable to FMR. The fee is paid prior to any voluntary
expense reimbursements which may be in effect.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plan (the Plan), and in accordance with Rule 12b-1 of the 1940 Act, FMR or
the fund's distributor, Fidelity Distributors Corporation (FDC), an
affiliate of FMR, may use their resources to pay administrative and
promotional expenses related to the sale of the fund's shares. Subject to
the approval of the Board of Trustees, the Plan also authorizes payments to
third parties that assist in the sale of the fund's shares or render
shareholder support services. FMR or FDC has informed the fund that
payments made to third parties under the Plan amounted to $922 for the
period.
5. SUBSEQUENT EVENT.
The Board of Trustees of Fidelity Institutional Investors Trust has
unanimously approved an Agreement and Plan of Reorganization and
Liquidation (Agreement and Plan) between the fund and Fidelity
Institutional Cash Portfolios: Treasury (FICP: Treasury) (Reorganization).
The Agreement and Plan will be presented to the fund's shareholders for
their vote of approval or disapproval at a special meeting to be held on
June 19, 1996. The Agreement and Plan provides for the transfer of
substantially all of the assets and the assumption of substantially all of
the liabilities of the fund in exchange solely for shares of equal value in
FICP: Treasury Class I at the close of business on the day that the
Reorganization is effective. Since FMR manages each fund to maintain a
stable $1.00 per share net asset value, it is anticipated that the fund
would exchange its shares for an equal number of FICP: Treasury Class I
shares. If the Agreement and Plan is approved, the Reorganization is
expected to become effective on or about August 31, 1996.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees and Shareholders of Fidelity Institutional
Investors Trust: State and Local Asset Management Series: Government Money
Market Portfolio:

We have audited the accompanying statement of assets and liabilities of
Fidelity Institutional Investors Trust: State and Local Asset Management
Series: Government Money Market Portfolio, including the schedule of
portfolio investments, as of November 30, 1995, and the related statement
of operations for the year then ended, the statements of changes in net
assets for each of the two years in the period then ended, and the
financial highlights for each of the eight years in the period then ended
and the period August 27,1987 (commencement of operations) to November 30,
1987. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of November 30 ,1995 by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Institutional Investors Trust: State and Local Asset Management
Series: Government Money Market Portfolio as of November 30, 1995, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the
financial highlights for each of the eight years in the period then ended,
and the period August 27,1987 (commencement of operations) to November 30,
1987 in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
December 29, 1995

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
SUB-ADVISER
FMR Texas Inc.
Irving, TX
OFFICERS
Edward C. Johnson 3d, PRESIDENT
J. Gary Burkhead, SENIOR VICE PRESIDENT
Fred L. Henning, Jr., VICE PRESIDENT
Leland C. Barron, VICE PRESIDENT
Arthur S. Loring, SECRETARY
Kenneth A. Rathgeber, TREASURER
Thomas D. Maher, ASSISTANT VICE PRESIDENT
John H. Costello, ASSISTANT TREASURER
Leonard M. Rush, ASSISTANT TREASURER
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Marvin L. Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND
SHAREHOLDER
SERVICING AGENT
Fidelity Investments
Institutional Operations Company
Boston, MA
CUSTODIAN
The Bank of New York
New York, NY
* INDEPENDENT TRUSTEES

(registered trademark)
FIDELITY
INSTITUTIONAL
MONEY MARKET
FUNDS

ANNUAL REPORT
MARCH 31, 1995
FIMM-5-95A
CONTENTS

SCHEDULES OF INVESTMENTS & FINANCIAL STATEMENTS

FIDELITY INSTITUTIONAL CASH PORTFOLIOS:

U.S. TREASURY PORTFOLIO 3

U.S. TREASURY PORTFOLIO II 8

U.S. GOVERNMENT PORTFOLIO 14

DOMESTIC MONEY MARKET PORTFOLIO 20

MONEY MARKET PORTFOLIO 28

FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS 37

DAILY MONEY FUND:

FIDELITY U.S. TREASURY INCOME PORTFOLIO 53

NOTES TO THE FINANCIAL STATEMENTS 58

REPORTS OF INDEPENDENT ACCOUNTANTS 62

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL INFORMATION OF THE SHAREHOLDERS OF THE
FUNDS. THIS REPORT IS NOT AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE
INVESTORS IN THE FUNDS UNLESS PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE PROSPECTUS. MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR GUARANTEED BY, ANY DEPOSITORY INSTITUTION. SHARES ARE
NOT INSURED BY THE FDIC, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND
ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL. NEITHER THE FUNDS NOR FIDELITY DISTRIBUTORS
CORPORATION IS A BANK. FOR MORE INFORMATION ON ANY FIDELITY
FUND INCLUDING CHARGES AND EXPENSES, CALL 1-800-544-8888 FOR A FREE
PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND
MONEY.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: U.S. TREASURY PORTFOLIO

INVESTMENTS MARCH 31, 1995

Showing Percentage of Total Value of Investments

U.S. TREASURY OBLIGATIONS - 40.3%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)

U.S. TREASURY BILLS - 32.8%
4/20/95 5.97% $ 259,266,800 $ 259,266,800
5/4/95 5.68 22,000,000 21,888,680
7/13/95 6.63 57,000,000 55,953,821
7/27/95 6.40 28,000,000 27,435,800
8/10/95 6.29 35,000,000 34,223,097
8/24/95 5.48 40,000,000 39,161,416
8/31/95 6.19 42,000,000 40,936,000
478,865,614
U.S. TREASURY NOTES - 7.5%
4/30/95 5.54 34,000,000 33,951,603
5/15/95 5.66 15,000,000 15,000,403
5/15/95 6.23 15,000,000 14,992,768
5/15/95 6.33 15,000,000 14,990,977
5/15/95 6.45 15,000,000 15,035,024
5/15/95 6.46 15,000,000 14,988,313
108,959,088
TOTAL U.S. TREASURY OBLIGATIONS 587,824,702

MEDIUM-TERM NOTES (A) (B) - 1.1%
EXPORT-IMPORT BANK, U.S. (AS GUARANTOR FOR K.A. LEASING, LTD.)
4/15/95 6.25 15,608,350 15,608,350

REPURCHASE AGREEMENTS - 58.6%
MATURITY VALUE
AMOUNT (NOTE 1)
In a joint trading account
(U.S. Treasury Obligations)
dated 3/31/95, due 4/3/95:
At 6.20% $ 529,273,398 $ 529,000,000
At 6.23% 61,699,018 61,667,000
At 6.24% 263,319,925 263,183,000
TOTAL REPURCHASE AGREEMENTS 853,850,000
TOTAL INVESTMENTS - 100% $ 1,457,283,052
Total Cost for Income Tax Purposes $ 1,457,283,052

LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due date on these types of
securities reflects the next interest rate reset date or, when applicable,
the final maturity date.
(b) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $15,608,350 or 1.3% of net
assets.
INCOME TAX INFORMATION
At March 31, 1995 the fund had a capital loss carryforward of approximately
$512,000 of which $29,000, 109,000, $122,000, $95,000 and $157,000 will
expire on March 31, 1996, 1997, 1999, 2002 and 2003, respectively.
For the period ended March 31, 1995, approximately 30% of the fund's
dividends to shareholders was derived from interest on U.S. Government
obligations.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: U.S. TREASURY PORTFOLIO

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
MARCH 31, 1995

ASSETS

Investment in securities, at value (including repurchase agreements of $853,850,000) - $ 1,457,283,052
See accompanying schedule

Cash 16,520

Interest receivable 2,639,166

Receivable from investment adviser for expense reductions 62,685

TOTAL ASSETS 1,460,001,423

LIABILITIES

Payable for investments purchased $ 259,266,800

Dividends payable 2,664,291

Accrued management fee 202,084

Other payables and accrued expenses 146,781

TOTAL LIABILITIES 262,279,956

NET ASSETS $ 1,197,721,467

Net Assets consist of:

Paid in capital $ 1,198,232,716

Accumulated net realized gain (loss) on investments (511,249)

NET ASSETS, for 1,198,225,128 shares outstanding $ 1,197,721,467

NET ASSET VALUE, offering price and redemption price per share $1.00
($1,197,721,467 (divided by) 1,198,225,128 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED MARCH 31, 1995

INTEREST INCOME $ 63,568,355

EXPENSES

Management fee $ 2,645,934

Transfer agent fees 113,703

Accounting fees and expenses 149,193

Non-interested trustees' compensation 47,131

Custodian fees and expenses 110,308

Registration fees 85,803

Audit 19,247

Legal 17,080

Reports to shareholders 469

Miscellaneous 14,760

Total expenses before reductions 3,203,628

Expense reductions (822,285) 2,381,343

NET INTEREST INCOME 61,187,012

NET REALIZED GAIN (LOSS) ON INVESTMENTS (156,575)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 61,030,437

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED MARCH 31,

1995 1994

83.INCREASE (DECREASE) IN NET ASSETS

84.Operations $ 61,187,012 $ 57,501,273
Net interest income

85. Net realized gain (loss) (156,575) (94,848)

86. 87.NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 61,030,437 57,406,425

88.Dividends to shareholders from net interest income (61,187,012) (57,501,273)

89.Share transactions at net asset value of $1.00 per share 6,383,701,214 11,024,606,904
Proceeds from sales of shares

90. Reinvestment of dividends from net interest income 34,822,237 29,704,546

91. Cost of shares redeemed (6,832,522,666) (11,479,144,890)

92. Net increase (decrease) in net assets and shares resulting from share transactions (413,999,215) (424,833,440)

93. 94.TOTAL INCREASE (DECREASE) IN NET ASSETS (414,155,790) (424,928,288)

95.NET ASSETS

98. Beginning of period 1,611,877,257 2,036,805,545

99. End of period $ 1,197,721,467 $ 1,611,877,257

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED MARCH 31,

1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

Income from Investment Operations .047 .030 .035 .053 .076
Net interest income

Less Distributions (.047) (.030) (.035) (.053) (.076)
From net interest income

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

TOTAL RETURN A 4.79% 3.08% 3.51% 5.48% 7.89%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 1,197,721 $ 1,611,877 $ 2,036,806 $ 2,629,072 $ 1,782,957

Ratio of expenses to average net assets .18% .18% .18% .18% .18%

Ratio of expenses to average net assets before .24% .23% .23% .25% .24%
expense reductions

Ratio of net interest income to average net assets 4.63% 3.03% 3.46% 5.29% 7.57%

</TABLE>

A TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN. SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: U.S. TREASURY PORTFOLIO II

INVESTMENTS MARCH 31, 1995

Showing Percentage of Total Value of Investments

U.S. TREASURY OBLIGATIONS - 34.8%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
U.S. TREASURY BILLS - 28.8%
5/4/95 5.68% $ 1,102,000,000 $ 1,049,033,360
5/4/95 5.68 77,000,000 76,610,380
7/13/95 6.64 192,000,000 188,472,918
7/27/95 6.40 116,000,000 113,662,600
8/10/95 6.29 134,000,000 131,025,573
8/24/95 5.48 121,000,000 118,465,722
8/31/95 6.19 145,000,000 141,326,666
1,818,597,219

U.S. TREASURY NOTES - 6.0%
4/30/95 5.54 110,000,000 109,843,423
5/15/95 5.66 53,000,000 53,001,423
5/15/95 6.23 54,000,000 53,973,966
5/15/95 6.33 54,000,000 53,967,516
5/15/95 6.45 54,000,000 54,126,086
5/15/95 6.46 57,000,000 56,955,587
381,868,001
TOTAL U.S. TREASURY OBLIGATIONS 2,200,465,220

REPURCHASE AGREEMENTS - 65.2%
MATURITY
AMOUNT
With Barclays de Zoete Wedd
Government Securities, Inc.:
At 6.20%, dated 3/31/95, due 4/3/95:
U.S. Treasury Obligations
(principal amount $102,000,609)
3.875% to 11.75%,
7/15/95 to 2/15/23 $ 100,051,667 100,000,000
With Daiwa Securities Co., Ltd.:
At 6.28%, dated 3/31/95, due 4/3/95:
U.S. Treasury Obligations
(principal amount $117,300,933)
0% to 8.375%,
8/15/95 to 8/15/08 115,060,183 115,000,000
With Donaldson, Lufkin &
Jenrette Securities Corp.
At 6.30%, dated 3/31/95, due 4/3/95:
U.S. Treasury Obligations
(principal amount $108,120,127)
0% to 8.875%,
4/30/95 to 11/15/24 106,055,650 106,000,000
With Goldman Sachs & Co.:
At 6.30%, dated 3/31/95, due 4/3/95:
U.S. Treasury Obligations
(principal amount $104,028,985)
0%, 6/29/95 102,042,544 101,989,000
REPURCHASE AGREEMENTS - CONTINUED
MATURITY VALUE
AMOUNT (NOTE 1)
With Lehman Government Securities:
At 6.30%, dated 3/31/95, due 4/3/95:
U.S. Treasury Obligations
(principal amount $108,125,627)
7.625% to 15.75%,
8/15/00 to 11/15/12 $ 106,055,650 $ 106,000,000
With Morgan Stanley & Co., Inc.:
At 6.10%, dated 3/31/95, due 4/3/95:
U.S. Treasury Obligations
(principal amount $15,477,458)
6.25% to 7.75%,
12/31/99 to 2/15/03 15,007,625 15,000,000
With Nomura Securities International, Inc.:
At 6.27%, dated 3/31/95, due 4/3/95:
U.S. Treasury Obligations
(principal amount $108,121,051)
6.625% to 11.125%,
3/31/97 to 8/15/03 106,055,385 106,000,000
In a joint trading account
(U.S. Treasury Obligations)
dated 3/31/95, due 4/3/95:
At 6.20% 3,149,626,170 3,148,000,000
At 6.23% 332,298,444 332,126,000
TOTAL REPURCHASE AGREEMENTS 4,130,115,000
TOTAL INVESTMENTS - 100% $ 6,330,580,220
Total Cost for Income Tax Purposes $ 6,330,580,220

INCOME TAX INFORMATION
At March 31, 1995, the fund had a capital loss carryforward of
approximately $603,000 of which $21,000, $214,000 and $368,000 will expire
on March 31, 1999, 2002 and 2003, respectively.
For the period ended March 31, 1995, approximately 27% of the fund's
dividends to shareholders was derived from interest on U.S. Government
obligations.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: U.S. TREASURY PORTFOLIO II

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
MARCH 31, 1995

ASSETS

Investment in securities, at value (including repurchase agreements of $4,130,115,000) - $ 6,330,580,220
See accompanying schedule

Interest receivable 9,087,075

Receivable from investment adviser for expense reductions 422,125

TOTAL ASSETS 6,340,089,420

LIABILITIES

Payable for investments purchased $ 1,049,033,360

Share transactions in process 329,903

Dividends payable 15,497,032

Accrued management fee 804,534

Other payables and accrued expenses 655,174

TOTAL LIABILITIES 1,066,320,003

NET ASSETS $ 5,273,769,417

Net Assets consist of:

Paid in capital $ 5,274,371,906

Accumulated net realized gain (loss) on investments (602,489)

NET ASSETS $ 5,273,769,417

CLASS A: $1.00
NET ASSET VALUE, offering price and redemption price per share
($4,688,198,169 (divided by) 4,688,611,950 shares)

CLASS B: $1.00
NET ASSET VALUE, offering price and redemption price per share
($585,571,248 (divided by) 585,622,931 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED MARCH 31, 1995

INTEREST INCOME $ 212,775,731

EXPENSES

Management fee $ 8,680,344

Transfer agent fees 1,278,161
Class A

Class B 28,447

Distribution fees - Class B 418,917

Accounting fees and expenses 375,762

Non-interested trustees' compensation 86,005

Custodian fees and expenses 104,003

Registration fees - Class A 342,613

Registration fees - Class B 333,235

Audit 31,578

Legal 49,903

Reports to shareholders 1,174

Miscellaneous 40,222

Total expenses before reductions 11,770,364

Expense reductions (3,539,319) 8,231,045

NET INTEREST INCOME 204,544,686

NET REALIZED GAIN (LOSS) ON INVESTMENTS (367,507)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 204,177,179

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED MARCH 31,

1995 1994

INCREASE (DECREASE) IN NET ASSETS

Operations $ 204,544,686 $ 148,219,217
Net interest income

Net realized gain (loss) (367,507) (214,389)

204,177,179 148,004,828
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

Distributions to shareholders from:
Net interest income

(198,121,404) (148,201,826)
Class A

(6,423,282) (17,391)
Class B

Share transactions - net increase (decrease) at net asset value of $1.00 per share 717,043,407 (1,032,355,168)

716,675,900 (1,032,569,557)
TOTAL INCREASE (DECREASE) IN NET ASSETS

NET ASSETS

Beginning of period 4,557,093,517 5,589,663,074

End of period $ 5,273,769,417 $ 4,557,093,517

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS A

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED MARCH 31,

1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

Income from Investment Operations

Net interest income .047 .030 .034 .053 .076

Less Distributions

From net interest income (.047) (.030) (.034) (.053) (.076)

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

TOTAL RETURN A 4.78% 3.06% 3.46% 5.41% 7.87%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 4,688,198 $ 4,551,918 $ 5,589,663 $ 5,476,852 $ 3,281,686

Ratio of expenses to average net assets .18% .18% .18% .18% .18%

Ratio of expenses to average net assets before .25% .24% .23% .25% .25%
expense reductions

Ratio of net interest income to average net assets 4.71% 3.01% 3.38% 5.12% 7.50%

</TABLE>

A TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN. SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
FINANCIAL HIGHLIGHTS - CLASS B

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR OCTOBER 22, 1993
ENDED (COMMENCEMEN
MARCH 31, T
OF OPERATIONS) TO
MARCH 31,

1995 1994

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 1.000 $ 1.000

Income from Investment Operations

Net interest income .044 .012

Less Distributions

From net interest income (.044) (.012)

Net asset value, end of period $ 1.000 $ 1.000

TOTAL RETURN B 4.45% 1.21%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 585,571 $ 5,175

Ratio of expenses to average net assets .50% .50%A

Ratio of expenses to average net assets before expense reductions .81% .56%A

Ratio of net interest income to average net assets 4.91% 2.69%A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. TOTAL
RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING
THE PERIODS SHOWN. SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: U.S. GOVERNMENT PORTFOLIO

INVESTMENTS MARCH 31, 1995

Showing Percentage of Total Value of Investments

FEDERAL AGENCIES - 54.8%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)

FEDERAL FARM CREDIT BANK - AGENCY COUPONS (A) - 3.1%
4/3/95 5.71% $ 10,000,000 $ 9,999,268
4/3/95 6.26 94,000,000 93,857,863
103,857,131

FEDERAL FARM CREDIT BANK - DISCOUNT NOTES - 1.6%
5/2/95 5.80 10,000,000 9,951,434
5/2/95 5.81 36,000,000 35,824,850
5/22/95 6.15 10,000,000 9,915,425
55,691,709

FEDERAL HOME LOAN BANK - AGENCY COUPONS (A) - 2.6%
4/3/95 6.17 88,000,000 87,982,414

FEDERAL HOME LOAN BANK - DISCOUNT NOTES - 5.3%
4/24/95 5.80 85,000,000 84,693,717
5/5/95 5.95 45,000,000 44,754,350
6/13/95 6.83 48,000,000 47,357,600
176,805,667

FEDERAL HOME LOAN MORTGAGE CORP. - DISCOUNT NOTES - 2.9%
4/3/95 5.77 4,000,000 3,998,753
4/3/95 6.40 40,000,000 39,986,044
5/16/95 6.03 11,500,000 11,414,613
5/22/95 6.03 41,000,000 40,654,985
96,054,395

FEDERAL NATIONAL MORTGAGE ASSOC. - AGENCY COUPONS - 5.9%
4/3/95 6.60 (a) 190,000,000 190,000,000
5/10/95 5.58 9,160,000 9,214,973
199,214,973

FEDERAL NATIONAL MORTGAGE ASSOC. - DISCOUNT NOTES - 23.9%
4/5/95 5.74 44,000,000 43,972,720
4/18/95 5.66 68,000,000 67,823,389
5/11/95 5.98 45,000,000 44,710,000
5/15/95 6.03 22,800,000 22,634,472
5/16/95 6.03 23,000,000 22,829,225
5/17/95 6.14 95,000,000 94,276,522
6/2/95 6.51 47,000,000 46,490,050
6/28/95 6.40 96,000,000 94,538,026
7/10/95 6.72 38,700,000 38,001,250
7/11/95 6.73 48,000,000 47,123,320
8/7/95 6.38 88,000,000 86,066,346
8/8/95 6.38 26,000,000 25,424,230
8/17/95 6.35 36,000,000 35,151,300
9/14/95 6.28 138,000,000 134,131,093
803,171,943

STUDENT LOAN MARKETING ASSOC. - AGENCY COUPONS (A) - 9.5%
4/4/95 6.12 51,000,000 51,009,308
4/4/95 6.14 170,000,000 170,000,000
6/30/95 5.48 100,000,000 100,000,000
321,009,308
TOTAL FEDERAL AGENCIES 1,843,787,540

U.S. TREASURY OBLIGATIONS - 5.0%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
U.S. TREASURY BILLS
8/24/95 5.47% $ 95,000,000 $ 93,014,105
8/31/95 6.19 78,000,000 76,024,000
TOTAL U.S. TREASURY OBLIGATIONS 169,038,105

MEDIUM-TERM NOTES (A) (B) - 1.0%
EXPORT-IMPORT BANK, U.S. (AS GUARANTOR FOR K.A. LEASING, LTD.)
4/15/95 6.25 35,492,196 35,492,196

REPURCHASE AGREEMENTS - 39.2%
MATURITY VALUE
AMOUNT (NOTE 1)
With Bear Stearns & Co., Inc.:
At 6.20%, dated 3/29/95, due 4/5/95:
U.S. Government Obligations
(principal amount $67,268,634)
5.735% to 6.064%,
8/1/18 to 10/1/21 $ 65,078,361 65,000,000
In a joint trading account
(U.S. Treasury Obligations)
dated 3/31/95, due 4/3/95:
At 6.24% 251,768,919 251,638,000
(U.S. Government Obligations)
dated 3/31/95 due 4/3/95:
At 6.33% 1,001,982,267 1,001,454,000
TOTAL REPURCHASE AGREEMENTS 1,318,092,000
TOTAL INVESTMENTS - 100% $ 3,366,409,841
Total Cost for Income Tax Purposes $ 3,366,409,841
LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due date on these types of
securities reflects the next interest rate reset date or, when applicable,
the final maturity date.
(b) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $35,492,196 or 1.1% of net
assets.
INCOME TAX INFORMATION
At March 31, 1995, the fund had a capital loss carryforward of
approximately $1,028,000 of which $40,000, $243,000 and $745,000 will
expire on March, 31, 2001, 2002 and 2003, respectively.
For the period ended March 31, 1995, approximately 20% of the fund's
dividends to shareholders was derived from interest on U.S. Government
obligations.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: U.S. GOVERNMENT PORTFOLIO

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
MARCH 31, 1995

ASSETS

Investment in securities, at value (including repurchase agreements of $1,318,092,000) - $ 3,366,409,841
See accompanying schedule

Interest receivable 7,075,809

Receivable from investment adviser for expense reductions 161,277

TOTAL ASSETS 3,373,646,927

LIABILITIES

Share transactions in process $ 1,191,596

Dividends payable 10,033,811

Accrued management fee 577,815

Other payables and accrued expenses 262,538

TOTAL LIABILITIES 12,065,760

NET ASSETS $ 3,361,581,167

Net Assets consist of:

Paid in capital $ 3,362,609,535

Accumulated net realized gain (loss) on investments (1,028,368)

NET ASSETS $ 3,361,581,167

CLASS A: $1.00
NET ASSET VALUE, offering price and redemption price per share
($3,321,065,528 (divided by) 3,321,584,137 shares)

CLASS B: $1.00
NET ASSET VALUE, offering price and redemption price per share
($40,515,639 (divided by) 40,521,966 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED MARCH 31, 1995

INTEREST INCOME $ 165,300,887

EXPENSES

Management fee $ 6,680,088

Transfer agent fees 457,103
Class A

Class B 9,105

Distribution fees - Class B 46,340

Accounting fees and expenses 331,170

Non-interested trustees' compensation 57,096

Custodian fees and expenses 220,421

Registration fees - Class A 45,368

Registration fees - Class B 25,663

Audit 43,696

Legal 42,021

Reports to shareholders 933

Miscellaneous 35,316

Total expenses before reductions 7,994,320

Expense reductions (1,936,406) 6,057,914

NET INTEREST INCOME 159,242,973

NET REALIZED GAIN (LOSS) ON INVESTMENTS (745,189)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 158,497,784

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED MARCH 31,

1995 1994

INCREASE (DECREASE) IN NET ASSETS

Operations $ 159,242,973 $ 148,432,891
Net interest income

Net realized gain (loss) (745,189) (243,492)

158,497,784 148,189,399
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

Distributions to shareholders from:
Net interest income

(158,291,994) (148,432,891)
Class A

(950,979) -
Class B

Share transactions - net increase (decrease) at net asset value of $1.00 per share (402,217,854) (1,921,378,055)

(402,963,043) (1,921,621,547)
TOTAL INCREASE (DECREASE) IN NET ASSETS

NET ASSETS

Beginning of period 3,764,544,210 5,686,165,757

End of period $ 3,361,581,167 $ 3,764,544,210

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS A

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED MARCH 31,

1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

Income from Investment Operations

Net interest income .048 .031 .035 .054 .077

Less Distributions

From net interest income (.048) (.031) (.035) (.054) (.077)

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

TOTAL RETURN A 4.86% 3.13% 3.56% 5.55% 7.94%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 3,321,066 $ 3,764,544 $ 5,686,166 $ 4,603,781 $ 3,613,838

Ratio of expenses to average net assets .18% .18% .18% .18% .18%

Ratio of expenses to average net assets before .24% .24% .24% .25% .25%
expense reductions

Ratio of net interest income to average net assets 4.77% 3.07% 3.50% 5.33% 7.62%

</TABLE>

A TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN. SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
FINANCIAL HIGHLIGHTS - CLASS B

<TABLE>
<CAPTION>
<S> <C>
APRIL 4, 1994
(COMMENCEME
NT
OF OPERATIONS) T
O
MARCH 31,
1995

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 1.000

Income from Investment Operations

Net interest income .045

Less Distributions

From net interest income (.045)

Net asset value, end of period $ 1.000

TOTAL RETURN B 4.32%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 40,516

Ratio of expenses to average net assets .43%
A

Ratio of expenses to average net assets before expense reductions .66%
A

Ratio of net interest income to average net assets 5.13%
A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. TOTAL
RETURN WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING
THE PERIOD SHOWN. SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: DOMESTIC MONEY MARKET PORTFOLIO

INVESTMENTS MARCH 31, 1995

Showing Percentage of Total Value of Investments

BANKERS' ACCEPTANCES - 11.7%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Bank of America National Trust & Savings Assoc.
5/11/95 6.08% $ 13,000,000 $ 12,913,334
8/18/95 6.29 5,000,000 4,882,237
8/21/95 6.29 5,000,000 4,879,695
8/23/95 6.32 3,000,000 2,926,440
Chase Manhattan Bank
5/1/95 6.18 7,300,000 7,262,892
5/2/95 6.18 2,787,578 2,772,935
5/15/95 6.08 2,000,000 1,985,284
5/23/95 6.15 2,000,000 1,982,465
5/31/95 6.09 4,959,406 4,909,647
6/6/95 6.24 3,500,000 3,460,730
6/8/95 6.24 2,543,600 2,514,196
6/9/95 6.24 1,271,638 1,256,722
6/16/95 6.25 3,361,096 3,317,670
6/20/95 6.25 3,982,527 3,928,365
6/28/95 6.26 1,994,174 1,964,341
7/5/95 6.30 3,000,000 2,951,313
7/10/95 6.30 3,900,000 3,833,376
NationsBank of North Carolina
4/7/95 6.03 7,500,000 7,492,500
NationsBank of Texas
5/11/95 6.14 18,750,000 18,623,958
TOTAL BANKERS' ACCEPTANCES 93,858,100

COMMERCIAL PAPER - 38.6%
A.H. Robins Company, Inc.
4/7/95 6.04 3,000,000 2,996,989
AT&T Capital Corp.
6/1/95 6.11 2,000,000 1,979,565
American Express Credit Corp.
4/4/95 6.10 25,000,000 24,987,397
American Home Food Products, Inc.
4/5/95 6.08 5,000,000 4,996,638
4/12/95 6.08 6,000,000 5,988,908
American Home Products
4/19/95 6.05 5,977,000 5,959,009
Banc One Corp.
5/25/95 6.09 10,000,000 9,910,000
Bank of New York Company, Inc.
4/3/95 6.07 15,000,000 14,994,983
5/17/95 6.10 5,000,000 4,961,411
Bear Stearns Cos., Inc.
5/30/95 6.18 8,000,000 7,920,153
COMMERCIAL PAPER - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Beneficial Corp.
5/8/95 6.14% $ 5,000,000 $ 4,968,755
6/12/95 6.14 5,000,000 4,939,500
Chrysler Financial Corporation
4/18/95 6.25 2,000,000 1,994,163
4/24/95 6.20 10,000,000 9,960,836
CoreStates Capital Corp.
4/15/95 6.12 (a) 15,000,000 15,000,000
Electronic Data Systems Corp.
4/17/95 6.15 4,000,000 3,989,174
4/18/95 6.09 2,000,000 1,994,286
6/15/95 6.24 3,971,000 3,920,287
Enterprise Funding Corp.
4/20/95 6.06 2,695,000 2,686,423
4/24/95 6.07 1,544,000 1,538,052
Ford Motor Credit Corp.
4/25/95 6.08 25,000,000 24,899,667
5/2/95 6.18 10,000,000 9,947,472
8/18/95 6.31 10,000,000 9,763,700
General Electric Capital Corp.
4/27/95 6.19 20,000,000 19,911,889
5/1/95 5.87 15,000,000 14,928,750
General Motors Acceptance Corp.
5/16/95 6.35 19,000,000 18,851,563
Goldman Sachs Group, L.P. (The)
5/24/95 6.18 5,000,000 4,955,098
Household Finance Corp.
5/1/95 6.18 10,000,000 9,949,167
IBM Credit Corp.
4/3/95 6.25 (a) 5,000,000 5,001,188
4/5/95 6.01 10,000,000 9,993,366
ITT Corp.
4/17/95 6.16 2,000,000 1,994,560
4/19/95 6.16 2,000,000 1,993,880
Morgan Stanley Group, Inc.
5/22/95 6.09 10,000,000 9,914,575
Philip Morris Cos., Inc.
5/23/95 6.09 5,000,000 4,956,666
Preferred Receivables Funding Corp.
4/11/95 6.05 1,095,000 1,093,169
Seagram & Sons, Joseph E. (Inc.)
4/17/95 6.07 15,000,000 14,959,866
Sears Roebuck Acceptance Corp.
5/9/95 6.15 4,000,000 3,974,329
Whirlpool Financial Corp.
4/19/95 6.06 6,000,000 5,981,910
TOTAL COMMERCIAL PAPER 308,757,344
FEDERAL AGENCIES - 11.5%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
FEDERAL HOME LOAN MORTGAGE CORP. - DISCOUNT NOTES - 4.1%
5/30/95 6.05% $ 15,000,000 $ 14,853,483
6/2/95 6.09 5,000,000 4,948,333
6/2/95 6.11 10,000,000 9,896,323
7/7/95 6.17 3,000,000 2,951,096
32,649,235
FEDERAL NATIONAL MORTGAGE ASSOC. - DISCOUNT NOTES - 6.2%
4/24/95 5.95 25,000,000 24,905,923
5/17/95 6.03 10,000,000 9,923,972
6/7/95 6.10 15,000,000 14,832,221
49,662,116
STUDENT LOAN MARKETING ASSOC. - AGENCY COUPONS (A) - 1.2%
4/4/95 6.03 10,000,000 10,000,000
TOTAL FEDERAL AGENCIES 92,311,351
BANK NOTES - 15.9%
Boatmen's National Bank of St. Louis
4/15/95 6.09 (a) 5,000,000 4,998,680
Comerica Bank - Detroit
4/3/95 6.65 (a) 15,000,000 15,000,000
Fifth Third Bank - Cincinnati
4/10/95 6.02 15,000,000 15,000,033
First Bank N.A. - Minnesota
4/15/95 6.11 (a) 7,000,000 6,998,705
First of America Bank - Illinois
5/9/95 6.18 20,000,000 19,999,354
5/30/95 6.15 15,000,000 15,007,401
Harris Trust & Savings Bank, Chicago
4/24/95 6.08 15,000,000 14,999,611
Key Bank of New York
4/3/95 6.32 (a) 5,000,000 4,998,161
Mellon Bank, N.A.
5/11/95 6.17 10,000,000 10,000,000
NationsBank of Texas
4/26/95 6.20 10,000,000 10,000,000
PNC Bank, N.A.
4/5/95 6.17 (a) 10,000,000 9,994,918
TOTAL BANK NOTES 126,996,863
MASTER NOTES (A) - 3.3%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
J.P. Morgan Securities
4/3/95 6.64% $ 12,000,000 $ 12,000,000
Morgan Stanley Group, Inc.
4/3/95 6.64 5,000,000 5,000,000
Norwest Corp.
4/3/95 6.12 9,000,000 9,000,000
TOTAL MASTER NOTES 26,000,000
MEDIUM-TERM NOTES - 6.7%
Beneficial Corp.
4/15/95 6.07 (a) 10,000,000 9,997,692
General Motors Acceptance Corp.
5/7/95 6.32 (a) 6,000,000 6,000,000
5/18/95 6.18 4,000,000 4,015,929
Goldman Sachs Group, L.P. (The)
5/16/95 6.26 (a) (b) 7,500,000 7,500,000
6/1/95 6.22 (a) (b) 8,000,000 8,000,000
John Deere Capital Corp.
4/19/95 6.11 (a) 3,000,000 3,000,000
Merrill Lynch & Co., Inc.
4/3/95 6.27 (a) 3,000,000 3,000,000
Norwest Corp.
9/15/95 6.27 (a) 7,000,000 7,000,000
PHH Corp.
4/3/95 6.00 (a) 5,000,000 4,997,547
TOTAL MEDIUM-TERM NOTES 53,511,168
SHORT-TERM NOTES (A) (C) - 2.7%
CSA Funding - C
4/7/95 6.20 10,000,000 10,000,000
SMM Trust Company (1994-D)
4/28/95 6.29 2,000,000 2,000,000
SMM Trust Company (1994-E)
4/13/95 6.30 10,000,000 10,000,000
TOTAL SHORT-TERM NOTES 22,000,000
MUNICIPAL SECURITIES (A) - 1.0%
New York General Obligation
5/23/95 6.27 8,000,000 8,000,000
REPURCHASE AGREEMENTS - 8.6%
MATURITY VALUE
AMOUNT (NOTE 1)
With First Boston Corporation:
At 6.10%, dated 3/30/95, due 4/6/95:
(principal amount $10,300,001)
5.617%,
6/1/24 to 10/1/27 $ 10,011,861 $ 10,000,000
At 6%, dated 3/17/95, due 4/7/95:
U.S. Government Obligations
(principal amount $25,808,419)
8.75% to 10.75%
2/15/03 to 5/15/17 25,087,500 25,000,000
In a joint trading account
(U.S. Treasury Obligations)
dated 3/31/95, due 4/3/95:
At 6.24% 33,588,466 33,571,000
TOTAL REPURCHASE AGREEMENTS 68,571,000
TOTAL INVESTMENTS - 100% $ 800,005,826
Total Cost for Income Tax Purposes $ 800,005,826
LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due date on these types of
securities reflects the next interest rate reset date or, when applicable,
the final maturity date.
(b) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $15,500,000 or 1.9% of net
assets.
(c) Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on each holding is as follows:
ACQUISITION ACQUISITION
SECURITY DATE COST
CSA Funding - C 10/28/93 $ 10,000,000
SMM Trust Company:
(1994-D) 10/28/94 $ 2,000,000
(1994-E) 4/13/94 $ 10,000,000
INCOME TAX INFORMATION
At March 31, 1995, the fund had a capital loss carryforward of
approximately $98,000 of which $49,000 and $49,000 will expire on March 31,
2001 and 2003, respectively.
For the period ended March 31, 1995, approximately 2% of the fund's
dividends to shareholders was derived from interest on U.S. Government
obligations.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: DOMESTIC MONEY MARKET PORTFOLIO

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
MARCH 31, 1995

ASSETS

Investment in securities, at value (including repurchase agreements of $68,571,000) - $ 800,005,826
See accompanying schedule

Interest receivable 2,208,118

Receivable from investment adviser for expense reductions 13,024

TOTAL ASSETS 802,226,968

LIABILITIES

Share transactions in process $ 505,030

Dividends payable 2,951,365

Accrued management fee 152,211

Other payables and accrued expenses 136,079

TOTAL LIABILITIES 3,744,685

NET ASSETS $ 798,482,283

Net Assets consist of:

Paid in capital $ 798,580,138

Accumulated net realized gain (loss) on investments (97,855)

NET ASSETS $ 798,482,283

CLASS A: $1.00
NET ASSET VALUE, offering price and redemption price per share
($771,937,340 (divided by) 772,016,831 shares)

CLASS B: $1.00
NET ASSET VALUE, offering price and redemption price per share
($26,544,943 (divided by) 26,547,677 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED MARCH 31, 1995

INTEREST INCOME $ 49,311,675

EXPENSES

Management fee $ 1,923,368

Transfer agent fees 292,657
Class A

Class B 13,633

Distribution fees - Class B 52,640

Accounting fees and expenses 122,139

Non-interested trustees' compensation 14,330

Custodian fees and expenses 69,858

Registration fees - Class A 96,230

Registration fees - Class B 26,745

Audit 20,246

Legal 8,341

Reports to shareholders 2,150

Miscellaneous 7,893

Total expenses before reductions 2,650,230

Expense reductions (866,856) 1,783,374

NET INTEREST INCOME 47,528,301

NET REALIZED GAIN (LOSS) ON INVESTMENTS463. (48,831)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 47,479,470

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED MARCH 31,

1995 1994

INCREASE (DECREASE) IN NET ASSETS

Operations $ 47,528,301 $ 23,543,671
Net interest income

Net realized gain (loss) (48,831) 1,208

47,479,470 23,544,879
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

Distributions to shareholders from:
Net interest income

(46,688,716) (23,543,671)
Class A

(839,585) -
Class B

Share transactions - net increase (decrease) at net asset value of $1.00 per share 141,555,067 (147,379,298)

141,506,236 (147,378,090)
TOTAL INCREASE (DECREASE) IN NET ASSETS

NET ASSETS

Beginning of period 656,976,047 804,354,137

End of period $ 798,482,283 $ 656,976,047

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS A

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED MARCH 31,

1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

Income from Investment Operations

Net interest income .049 .031 .034 .054 .078

Less Distributions

From net interest income (.049) (.031) (.034) (.054) (.078)

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

TOTAL RETURN A 4.97% 3.14% 3.50% 5.50% 8.11%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 771,937 $ 656,976 $ 804,354 $ 558,727 $ 355,369

Ratio of expenses to average net assets .18% .18% .18% .18% .18%

Ratio of expenses to average net assets before .27% .26% .26% .29% .30%
expense reductions

Ratio of net interest income to average net assets 4.94% 3.09% 3.43% 5.24% 7.79%

</TABLE>

A TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN. SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
FINANCIAL HIGHLIGHTS - CLASS B

<TABLE>
<CAPTION>
<S> <C>
JULY 19, 1994
(COMMENCEME
NT
OF OPERATIONS) T
O
MARCH 31,

1995

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 1.000

Income from Investment Operations

Net interest income .035

Less Distributions

From net interest income (.035)

Net asset value, end of period $ 1.000

TOTAL RETURN B 3.36%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 26,545

Ratio of expenses to average net assets .50%A

Ratio of expenses to average net assets before expense reductions .79%A

Ratio of net interest income to average net assets 5.14%A

</TABLE>

INVESTMENTS MARCH 31, 1995

Showing Percentage of Total Value of Investments

BANKERS' ACCEPTANCES - 0.2%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Domestic Bankers' Acceptances
Bank of America National Trust & Savings Assoc.
8/21/95 6.29% $ 12,000,000 $ 11,711,266
CERTIFICATES OF DEPOSIT - 28.1%
NEW YORK BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 25.4%
Bank of Tokyo
4/17/95 6.11 50,000,000 50,000,000
Banque Paribas
5/3/95 6.12 25,000,000 24,998,900
Caisse Nationale de Credit Agricole
8/21/95 6.42 25,000,000 25,000,000
9/15/95 6.31 10,000,000 10,002,198
Canadian Imperial Bank of Commerce
4/6/95 6.05 40,000,000 40,000,000
Commerzbank, Germany
4/26/95 5.87 25,000,000 25,000,000
Dai-Ichi Kangyo Bank, Ltd.
4/3/95 6.15 8,000,000 8,000,004
4/17/95 6.12 6,000,000 6,000,133
Dresdner Bank, A.G.
4/13/95 5.80 25,000,000 25,000,081
Fuji Bank, Ltd.
4/10/95 6.10 20,000,000 20,000,000
4/10/95 6.13 50,000,000 50,000,000
4/17/95 6.13 20,000,000 20,000,000
5/3/95 6.13 30,000,000 30,000,000
6/23/95 6.19 45,000,000 45,000,000
6/27/95 6.19 35,000,000 35,000,000
Industrial Bank of Japan, Ltd.
4/17/95 6.12 75,000,000 74,999,643
4/28/95 6.13 45,000,000 45,000,000
Landesbank Hessen - Thuringen
4/13/95 6.07 100,000,000 100,000,166
Mitsubishi Bank, Ltd.
6/27/95 6.17 30,000,000 30,000,000
6/30/95 6.25 13,500,000 13,500,000
National Westminster Bank, PLC
4/13/95 6.06 80,000,000 80,000,528
4/17/95 6.07 50,000,000 50,000,197
6/15/95 6.12 75,000,000 75,001,220
Sakura Bank, Ltd.
4/3/95 6.08 40,000,000 40,000,000
4/17/95 6.09 50,000,000 50,000,000
Sanwa Bank, Ltd.
4/3/95 6.06 50,000,000 50,000,039
4/10/95 6.08 72,000,000 72,000,040
4/13/95 6.12 25,000,000 24,999,751
4/18/95 6.12 50,000,000 50,000,861
5/3/95 6.10 25,000,000 25,000,000
CERTIFICATES OF DEPOSIT - CONTINUED
NEW YORK BRANCH, YANKEE DOLLAR, FOREIGN BANKS - CONTINUED
Societe Generale
4/5/95 5.80% $ 35,000,000 $ 35,000,000
5/8/95 6.05 50,000,000 50,000,000
Sumitomo Bank, Ltd.
4/7/95 6.07 25,000,000 24,999,991
4/20/95 6.09 60,000,000 60,000,000
6/26/95 6.20 25,000,000 25,000,000
6/27/95 6.18 50,000,000 50,000,000
Westdeutsche Landesbank
4/19/95 6.03 30,000,000 30,000,000
1,469,503,752
LONDON BRANCH, EURODOLLAR, FOREIGN BANKS - 2.3%
Barclays Bank, PLC
6/9/95 6.22 25,000,000 25,001,415
Dai-Ichi Kangyo Bank, Ltd.
5/31/95 6.17 40,000,000 40,000,660
6/5/95 6.16 25,000,000 24,998,296
Kredietbank, N.V.
7/10/95 6.25 26,000,000 25,999,770
Mitsubishi Bank, Ltd.
4/18/95 6.13 20,000,000 19,999,899
136,000,040
PORTLAND BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 0.4%
Bank of Nova Scotia
5/8/95 6.13 25,000,000 25,000,000
TOTAL CERTIFICATES OF DEPOSIT 1,630,503,792
COMMERCIAL PAPER - 36.9%
A.H. Robins Company, Inc.
4/5/95 6.08 10,000,000 9,993,278
4/18/95 6.05 20,000,000 19,943,144
Abbey National, North America
6/13/95 6.31 15,000,000 14,812,025
Alliance & Leicester Building Society
5/9/95 6.17 20,000,000 19,871,222
American Express Credit Corp.
4/17/95 6.11 50,000,000 49,865,555
5/8/95 6.11 35,000,000 34,782,368
American Home Food Products, Inc.
4/5/95 6.08 26,000,000 25,982,522
4/17/95 6.05 10,000,000 9,973,245
4/18/95 6.05 20,700,000 20,641,155
4/18/95 6.05 10,000,000 9,971,573
American Home Products
4/13/95 6.05 7,592,000 7,576,765
5/8/95 6.15 15,000,000 14,906,113
COMMERCIAL PAPER - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Associates Corp. of North America
4/7/95 6.11% $ 50,000,000 $ 49,949,583
4/28/95 6.07 25,000,000 24,887,125
5/1/95 6.11 20,000,000 19,899,167
5/16/95 6.19 25,000,000 24,809,375
Bear Stearns Cos., Inc.
4/13/95 6.16 15,000,000 14,969,500
5/30/95 6.18 25,000,000 24,750,479
Beneficial Corp.
5/8/95 6.14 25,000,000 24,843,778
CIT Group Holdings, Inc.
4/17/95 6.11 20,000,000 19,946,222
4/20/95 6.12 50,000,000 49,840,347
5/8/95 6.11 40,000,000 39,751,278
7/17/95 6.23 25,000,000 24,546,736
7/24/95 6.22 40,000,000 39,227,967
Canadian Imperial Bank of Commerce
4/7/95 6.05 50,000,000 49,949,841
Canadian Wheat Board
8/16/95 6.40 25,000,000 24,410,139
Cheltenham & Gloucester Building Society
6/29/95 6.15 25,000,000 24,626,076
Chrysler Financial Corporation
4/10/95 6.22 10,000,000 9,984,625
4/11/95 6.22 15,000,000 14,974,375
4/18/95 6.25 8,000,000 7,976,653
4/18/95 6.27 11,000,000 10,967,794
4/24/95 6.20 40,000,000 39,843,345
5/22/95 6.19 10,000,000 9,913,158
5/30/95 6.20 30,000,000 29,698,362
Commerzbank U.S. Finance, Inc.
9/18/95 6.33 20,000,000 19,421,056
Dayton Hudson Corp.
4/17/95 6.05 12,000,000 11,967,894
4/18/95 6.05 8,000,000 7,977,257
Dean Witter, Discover & Co.
5/1/95 6.11 39,010,000 38,813,324
Den Danske Corp., Inc.
6/22/95 6.15 25,000,000 24,655,201
Eaton Corp.
4/11/95 6.11 8,000,000 7,986,555
Electronic Data Systems Corp.
4/17/95 6.15 17,000,000 16,953,986
6/15/95 6.24 14,000,000 13,821,208
Enterprise Funding Corp.
4/3/95 6.07 3,893,000 3,891,692
4/17/95 6.06 15,000,000 14,959,800
5/2/95 6.13 2,621,000 2,607,232
COMMERCIAL PAPER - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Ford Motor Credit Corp.
4/5/95 6.16% $ 65,000,000 $ 64,955,946
4/6/95 6.16 20,000,000 19,983,055
4/10/95 6.10 40,000,000 39,939,600
4/17/95 6.11 26,000,000 25,930,089
5/16/95 6.19 45,000,000 44,656,875
5/24/95 6.11 15,000,000 14,867,058
6/23/95 6.24 10,000,000 9,858,669
7/21/95 6.23 25,000,000 24,529,792
7/24/95 6.23 27,000,000 26,478,450
Ford Motor Credit, PLC
4/10/95 6.11 9,000,000 8,986,388
4/17/95 6.12 20,000,000 19,946,134
General Electric Capital Corp.
5/8/95 6.11 100,000,000 99,378,194
6/15/95 6.87 25,000,000 24,653,646
General Motors Acceptance Corp.
4/10/95 6.24 45,000,000 44,930,588
5/1/95 5.95 30,000,000 29,855,500
5/8/95 6.36 35,000,000 34,774,454
5/12/95 6.35 20,000,000 19,857,639
5/15/95 6.37 22,000,000 21,831,407
5/16/95 6.35 25,000,000 24,804,687
Goldman Sachs Group, L.P. (The)
5/25/95 6.18 45,000,000 44,588,250
Government of Canada
8/8/95 6.22 50,000,000 48,916,041
Household Finance Corp.
5/8/95 6.13 20,000,000 19,875,330
ITT Corp.
4/4/95 6.13 10,000,000 9,994,918
4/6/95 6.14 25,000,000 24,978,820
4/17/95 6.16 5,000,000 4,986,400
4/20/95 6.13 4,000,000 3,987,122
ITT Financial
4/4/95 6.13 25,000,000 24,987,292
4/13/95 6.11 7,000,000 6,985,814
4/17/95 6.13 34,000,000 33,907,822
International Nederlanden U.S. Funding Corp.
8/28/95 6.35 25,000,000 24,363,646
Merrill Lynch & Co., Inc.
5/15/95 6.19 25,000,000 24,816,667
Monsanto Co.
5/15/95 6.13 15,000,000 14,889,083
6/19/95 6.20 10,000,000 9,866,578
7/14/95 6.30 7,000,000 6,875,633
Morgan Stanley Group, Inc.
5/24/95 6.13 25,000,000 24,776,590
New Center Asset Trust
4/10/95 6.11 35,000,000 34,947,062
4/13/95 6.16 25,000,000 24,949,167
COMMERCIAL PAPER - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
New South Wales Treasury Corp.
8/16/95 6.40% $ 5,000,000 $ 4,882,028
8/17/95 6.43 20,000,000 19,522,367
8/22/95 6.31 25,000,000 24,392,250
Norwest Financial
4/17/95 6.12 10,000,000 9,973,066
Seagram & Sons, Joseph E. (Inc.)
5/31/95 6.17 14,491,000 14,344,158
6/5/95 6.32 27,431,000 27,123,926
Sears Roebuck Acceptance Corp.
5/11/95 6.15 16,000,000 15,891,912
Sherwood Medical Company
4/6/95 6.08 5,500,000 5,495,378
Toronto Dominion Holdings USA, Inc.
10/10/95 6.39 20,000,000 19,342,934
Whirlpool Corp.
4/19/95 6.05 11,000,000 10,966,890
Woolwich Equitable Building Society
4/5/95 6.09 17,000,000 16,988,592
TOTAL COMMERCIAL PAPER 2,138,974,002
FEDERAL AGENCIES - 7.1%
FEDERAL FARM CREDIT BANK - AGENCY COUPONS (A) - 0.7%
4/3/95 6.17 43,000,000 42,967,244
FEDERAL HOME LOAN BANK - AGENCY COUPONS (A) - 0.4%
12/26/95 6.37 25,000,000 25,505,976
FEDERAL HOME LOAN BANK - DISCOUNT NOTES - 0.5%
6/13/95 6.10 22,550,000 22,275,185
7/6/95 6.12 6,385,000 6,282,670
28,557,855
FEDERAL HOME LOAN MORTGAGE CORP. - DISCOUNT NOTES - 1.1%
6/13/95 6.11 50,000,000 49,389,639
7/5/95 6.12 15,519,000 15,272,873
64,662,512
FEDERAL NATIONAL MORTGAGE ASSOC. - DISCOUNT NOTES - 4.4%
5/31/95 6.09 56,000,000 55,440,000
6/7/95 6.11 10,000,000 9,887,962
6/30/95 6.12 50,000,000 49,250,000
8/14/95 6.40 60,000,000 58,605,000
10/3/95 6.40 25,000,000 24,207,327
10/4/95 6.37 25,000,000 24,206,916
12/18/95 6.52 31,160,000 29,759,358
251,356,563
TOTAL FEDERAL AGENCIES 413,050,150
BANK NOTES - 3.9%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Bank of New York - Delaware
4/3/95 6.36% (a) $ 25,000,000 $ 24,996,754
Bank One - Dayton
4/3/95 6.65 (a) 18,000,000 18,000,000
Boatmen's National Bank of St. Louis
4/15/95 6.09 (a) 50,000,000 49,986,804
Comerica Bank - Detroit
4/3/95 6.66 (a) 20,000,000 19,999,534
First of America Bank - Illinois
6/19/95 6.20 15,000,000 15,000,000
First of America Bank - Indiana
5/17/95 6.15 15,000,000 14,999,861
NBD Bank, N.A.
4/6/95 5.80 35,000,000 35,000,000
Society National Bank
4/3/95 6.66 (a) 50,000,000 49,998,767
TOTAL BANK NOTES 227,981,720
MASTER NOTES (A) - 3.3%
J.P. Morgan Securities
4/3/95 6.64 66,000,000 66,000,000
Morgan Stanley Group, Inc.
4/3/95 6.64 95,000,000 95,000,000
Norwest Corp.
4/3/95 6.12 32,000,000 32,000,000
TOTAL MASTER NOTES 193,000,000
MEDIUM-TERM NOTES (A) - 7.7%
Abbey National Treasury Service (b)
6/30/95 6.30 85,000,000 85,000,000
Beneficial Corp.
4/15/95 6.07 40,000,000 39,990,765
Corporate Asset Funding Co., Inc. (b)
4/15/95 6.10 20,000,000 19,995,131
General Electric Capital Corp.
4/3/95 6.28 50,000,000 49,986,611
General Motors Acceptance Corp.
5/7/95 6.32 50,000,000 50,000,000
Goldman Sachs Group, L.P. (The) (b)
5/16/95 6.26 56,000,000 56,000,000
6/1/95 6.22 53,000,000 53,000,000
John Deere Capital Corp.
4/19/95 6.11 10,000,000 10,000,000
Norwest Corp.
9/15/95 6.25 65,000,000 65,000,000
PHH Corp.
4/3/95 6.02 20,000,000 19,990,180
TOTAL MEDIUM-TERM NOTES 448,962,687
SHORT-TERM NOTES (A) - 1.0%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Capital One Funding Corp.
4/7/95 6.12% $ 12,000,000 $ 12,000,000
SMM Trust Company (1994-D)
4/28/95 6.29 (c) 44,000,000 44,000,000
TOTAL SHORT-TERM NOTES 56,000,000
TIME DEPOSITS - 8.4%
Bank of Tokyo
4/3/95 6.09 50,000,000 50,000,000
5/3/95 6.13 10,000,000 10,000,000
Berliner Handels-und Frankfurter Bank
4/3/95 6.44 95,000,000 95,000,000
4/4/95 6.25 75,000,000 75,000,000
Dai-Ichi Kangyo Bank, Ltd.
4/17/95 6.13 15,000,000 15,000,000
4/28/95 6.13 40,000,000 40,000,000
5/3/95 6.13 40,000,000 40,000,000
Hongkong & Shanghai Banking Corp.
4/3/95 6.44 25,000,000 25,000,000
Mitsubishi Bank, Ltd.
4/3/95 6.09 10,000,000 10,000,000
Sanwa Bank, Ltd.
4/10/95 6.13 25,000,000 25,000,000
Society National Bank
4/3/95 6.44 100,000,000 100,000,000
TOTAL TIME DEPOSITS 485,000,000
REPURCHASE AGREEMENTS - 3.4%
MATURITY VALUE
AMOUNT (NOTE 1)
In a joint trading account
(U.S. Treasury Obligations)
dated 3/31/95, due 4/3/95:
At 6.24% $ 197,295,593 $ 197,193,000
TOTAL INVESTMENTS - 100% $ 5,802,376,617
Total Cost for Income Tax Purposes $ 5,802,376,617

LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due date on these types of
securities reflects the next interest rate reset date or, when applicable,
the final maturity date.
(b) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $213,995,131 or 3.8% of net
assets.
(c) Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
ACQUISITION ACQUISITION
SECURITY DATE COST
SMM Trust Company
(1994-D) 10/28/94 $ 44,000,000
INCOME TAX INFORMATION
At March 31,1995, the fund had a capital loss carryforward of approximately
$1,781,000 of which $336,000, $898,000 and $547,000 will expire on March
31, 2001, 2002 and 2003, respectively.
For the period ended March 31, 1995, approximately 1% of the fund's
dividends to shareholders was derived from interest on U.S. Government
obligations.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: MONEY MARKET PORTFOLIO

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
MARCH 31, 1995

ASSETS

Investment in securities, at value (including repurchase agreements of $197,193,000) - $ 5,802,376,617
See accompanying schedule

Cash 49,875

Interest receivable 16,492,586

Receivable from investment adviser for expense reductions 208,679

TOTAL ASSETS 5,819,127,757

LIABILITIES

Payable for investments purchased $ 218,498,296

Dividends payable 11,206,572

Accrued management fee 1,023,355

Other payables and accrued expenses 989,687

TOTAL LIABILITIES 231,717,910

NET ASSETS $ 5,587,409,847

Net Assets consist of:

Paid in capital $ 5,589,190,654

Accumulated net realized gain (loss) on investments (1,780,807)

NET ASSETS $ 5,587,409,847

CLASS A: $1.00
553.NET ASSET VALUE, offering price and redemption price per share
($5,130,123,367 (divided by) 5,131,736,699 shares)

CLASS B: $1.00
NET ASSET VALUE, offering price and redemption price per share
($457,286,480 (divided by) 457,430,289 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
YEAR ENDED MARCH 31, 1995

INTEREST INCOME $ 270,744,321

EXPENSES

Management fee $ 10,436,518

Transfer agent fees 252,666
Class A

Class B 77,911

Distribution fees - Class B 812,749

Accounting fees and expenses 441,370

Non-interested trustees' compensation 67,324

Custodian fees and expenses 300,809

Registration fees - Class A 603,230

Registration fees - Class B 55,604

Audit 58,121

Legal 52,619

Reports to shareholders 5,113

Miscellaneous 43,344

Total expenses before reductions 13,207,378

Expense reductions (3,002,430) 10,204,948

NET INTEREST INCOME 260,539,373

NET REALIZED GAIN (LOSS) ON INVESTMENTS (546,578)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 259,992,795

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED MARCH 31,

1995 1994

INCREASE (DECREASE) IN NET ASSETS

Operations $ 260,539,373 $ 166,035,073
Net interest income

Net realized gain (loss) (546,578) (897,770)

259,992,795 165,137,303
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

Distributions to shareholders from:
Net interest income

(247,999,851) (165,655,489)
Class A

(12,539,522) (379,584)
Class B

Share transactions - net increase (decrease) at net asset value of $1.00 per share 2,298,216,397 (1,042,357,311)

2,297,669,819 (1,043,255,081)
TOTAL INCREASE (DECREASE) IN NET ASSETS

NET ASSETS

Beginning of period 3,289,740,028 4,332,995,109

End of period $ 5,587,409,847 $ 3,289,740,028

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS A

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
YEARS ENDED MARCH 31,

1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

Income from Investment Operations

Net interest income .049 .032 .035 .055 .078

Less Distributions

From net interest income (.049) (.032) (.035) (.055) (.078)

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

TOTAL RETURN A 4.99% 3.20% 3.58% 5.59% 8.13%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 5,130,123 $ 3,200,277 $ 4,332,995 $ 3,990,395 $ 4,706,936

Ratio of expenses to average net assets .18% .18% .18% .18% .18%

Ratio of expenses to average net assets before .24% .23% .23% .24% .25%
expense reductions

Ratio of net interest income to average net assets 5.00% 3.15% 3.50% 5.42% 7.80%

</TABLE>

A TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN. SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
FINANCIAL HIGHLIGHTS - CLASS B

<TABLE>
<CAPTION>
<S> <C> <C> <C>
YEAR NOVEMBER 17, 1993
ENDED (COMMENCEMENT
MARCH 31, OF OPERATIONS) TO
1995 MARCH 31,
1994

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 1.000 $ 1.000

Income from Investment Operations

Net interest income .046 .011

Less Distributions

From net interest income (.046) (.011)

Net asset value, end of period $ 1.000 $ 1.000

TOTAL RETURN B 4.66% 1.08%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 457,286 $ 89,463

Ratio of expenses to average net assets .50% .50%A

Ratio of expenses to average net assets before expense reductions .59% .55%A

Ratio of net interest income to average net assets 4.94% 2.83%A

</TABLE>

INVESTMENTS MARCH 31, 1995

Showing Percentage of Total Value of Investments

MUNICIPAL SECURITIES (A) - 100%
PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
ALABAMA - 0.6%
Alabama Hsg. Fin. Auth. Multi-Family Hsg. Rev.
(Homewood Gardens Proj.)
Series 1991 C, 4.55%, LOC Southtrust Bank, VRDN $ 2,350,000 $ 2,350,000
Decatur Poll. Cont. Rev. Rfdg. (Monsanto Co. Proj.)
Series 1994, 4.10%, VRDN 3,115,000 3,115,000
Tarrant City Ind. Dev. Board Rev. Rfdg. (Philip
Morris Co. Inc.) Series 1993, 4.20%, VRDN 2,300,000 2,300,000
Tuscaloosa County Port Auth. Rev. (Capstone Hotel
Ltd. Proj.) Series 1989 A, 4.55%,
LOC Southtrust Bank of Alabama, VRDN 4,420,000 4,420,000
12,185,000
ARIZONA - 2.1%
Apache County Ind. Dev. Auth. Ind. Rev. (Tucson Elec.
Pwr. Co. Springerville Proj.)
Series 1983 A, 4.20%, LOC Barclays Bank, VRDN 21,200,000 21,200,000
Arizona Agricultural Impt. & Pwr. Dist. (Salt
River Proj.) 3.65% 4/18/95, CP 13,000,000 13,000,000
Arizona Health Facs. Auth. Rev. (Voluntary Hosp.
Federation Pooled Loan Prog.)
Series 1985 A, 4.05% (FGIC Insured) (Liquidity
Facility Citibank), VRDN 3,700,000 3,700,000
Maricopa County Ind. Dev. Auth. Rev. (Royal
Oaks-Sun City Proj.)
Series 1990, 4.35%, LOC Bank of America, VRDN 4,700,000 4,700,000
42,600,000
ARKANSAS - 0.6%
Crossett Poll. Cont. Rev. Rfdg. (Georgia-Pacific
Corp. Proj.) Series 1991, 4.20%,
LOC Trust Co. Bank of Georgia, VRDN 3,500,000 3,500,000
Little Rock Health Facs. Board Rev. (S.W. Hosp.)
Series 1988, 4.05%
(FGIC Insured) (BPA Bank of Nova Scotia), VRDN 7,600,000 7,600,000
11,100,000
CALIFORNIA - 5.7%
California Gen. Oblig. Adj. Rate RAN Series 1994-95
B, 4.25% 6/28/95 47,000,000 46,997,484
California School Cash Reserve Prog. Auth. TRAN,
Pool 1994 Series A, 4.50% 7/5/95 43,000,000 43,080,805
Los Angeles County TRAN 4.50% 6/30/95 9,000,000 9,008,126
Orange County Unit Priced Apt. Dev. Rev. Bonds:
(The Irvine Co.) Series 1985, 4.05% tender 4/27/95,
LOC Dai-Ichi Kangyo Bank Ltd. 5,000,000 5,000,000
(The Irvine Co. II) Series 1985 V, 4.30% tender
4/27/95, LOC Citibank 9,000,000 9,000,000
113,086,415
COLORADO - 1.7%
Colorado Health Facs. Auth. Rev. (Sisters of Charity
Health Care) Series 1992 A, 4.05%
(BPA Dresdner Bank AG, Toronto-Dominion Bank), VRDN 4,700,000 4,700,000
Colorado Gen. Fund TRAN 4.50% 6/27/95 5,900,000 5,908,106
Englewood County Multi-Family Hsg. Rev. (The Marks
Apts.) Series 1985 A, 4.05%,
LOC Citibank, VRDN 4,080,000 4,080,000
Jefferson County School Dist. #R-1 Gen. Oblig.
Participating VRDN, Series BT-5, 4.375%
(BPA Bankers Trust Co.) (b) 9,500,000 9,500,000
Moffat County Poll. Cont. Rev. Rfdg. (Colorado-UTE
Elec. Assoc. Inc.)
Series 1984, 4.30%, VRDN 10,000,000 10,000,000
34,188,106
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
CONNECTICUT - 0.1%
Connecticut Gen. Oblig. Economic Recovery Notes,
Series 1991 B, 4.10%
(BPA Canadian Imperial Bank, Ind. Bank of Japan
Ltd., Nat'l. Westminster Bank PLC), VRDN $ 2,700,000 $ 2,700,000
DELAWARE - 2.1%
Delaware Econ. Dev. Auth. Poll. Cont. Rev. Rfdg.
(Philip Morris Co. Inc. Proj.)
Series 1992, 4.20%, VRDN 3,300,000 3,300,000
Delaware Econ. Dev. Auth. Rev., VRDN:
(Hosp. Billing & Collection Svcs. Ltd. Proj.):
Series 1985 A, 4.30% (MBIA & BIG Insured) (BPA
Morgan Stanley Group Inc.) 17,400,000 17,400,000
Series 1985 C, 4.30% (MBIA & BIG Insured) (BPA
Morgan Stanley Group Inc.) 16,200,000 16,200,000
(Peninsula United Methodist Homes Inc.) Series 1992
B, 4.35%, LOC Meridian Bank 3,800,000 3,800,000
40,700,000
DISTRICT OF COLUMBIA - 1.1%
Dist. of Columbia Gen. Oblig. Fund Recovery Rev.
Series B, 4.95%,
LOC Union Bank of Switzerland, VRDN 1,200,000 1,200,000
Dist. of Columbia Gen. Oblig. Participating VRDN,
Series PA-64, 4.35%
(Liquidity Facility Merrill Lynch & Co. Inc.) (b) 10,240,000 10,240,000
Dist. of Columbia Gen. Oblig. Rev., VRDN:
Rfdg. Series 1992 A-2, 4.75%, LOC Bank of Nova
Scotia 3,000,000 3,000,000
(American Association for the Advancement of
Science Issue) 4.60%,
LOC NationsBank of North Carolina 6,700,000 6,700,000
21,140,000
FLORIDA - 11.6%
Broward County Fin. Auth. Multi-Family Hsg. Rev., VRDN:
(Palm Aire-Oxford Proj.) Series 1990, 4.55% 1,620,000 1,620,000
(Sanctuary Apts. Proj.) Series 1985, 4.20%, LOC PNC
Bank NA 4,300,000 4,300,000
Dade County Aviation Facs. Rev., Series 1984 A,
4.25%, LOC Fuji Bank Ltd., VRDN 1,900,000 1,900,000
Dade County Ind. Dev. Auth. Ind. Dev. Rev., VRDN:
(Dolphins Stadium Proj.) Series 1985 B, 4.10%, LOC
Hong Kong & Shanghai Banking Corp. 1,600,000 1,600,000
(South Dade Jewish Commty. Ctr.) 4.20%, LOC
Sunbank of Miami 1,515,000 1,515,000
Dade County Wtr. & Swr. Sys. Rev. 4.15% (FGIC Insured)
( Liquidity Facility Ind. Bank of Japan Ltd.), VRDN 16,800,000 16,800,000
Escambia County Poll. Cont. Rev. Rfdg. (Monsanto Co.
Proj.) Series 1994, 4.10%, VRDN 4,775,000 4,775,000
Escambia County Rev. Rfdg. (Pacer Industries)
Series 1991, 4.20%,
LOC Trust Co. Bank of Georgia, VRDN 1,700,000 1,700,000
First Muni. Loan Council Rev. Bonds (Florida League
of Cities First Muni. Pooled Loan Prog.)
Series 2, 4.10% tender 5/10/95, LOC Sumitomo Bank
Ltd. 7,200,000 7,200,000
Florida Local Gov't. Fin. Auth. Gov't. Unit Loan
Prog. Series 1986 A, 4%,
LOC First Union Nat'l. Bank of Florida, VRDN 5,000,000 5,000,000
Indian River County Hosp. Dist. Hosp. Rev.:
Rfdg. Series 1985, 4.45%, LOC Kedietbank NV, VRDN 3,100,000 3,100,000
Bonds Series 1988, 4.35% tender 5/11/95, LOC
Kredietbank NV 2,000,000 2,000,000
Indian Trace Commty. Dev. Dist. Rev. (Broward
County Basin I Wtr. Mgmt. Spl. Benefit)
4.10% (MBIA Insured) (BPA Swiss Bank Corp.), VRDN 17,000,000 17,000,000
Jacksonville Hosp. Rev., VRDN:
(Baptist Med. Ctr. Proj.) Series 1984, 4%,
LOC First Union Nat'l. Bank of North Carolina 2,525,000 2,525,000
(Univ. Med. Ctr.):
Series 1988, 4.325%, LOC Sumitomo Bank Ltd. 14,000,000 14,000,000
Series 1989, 4.325%, LOC Sumitomo Bank Ltd. 5,300,000 5,300,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
FLORIDA - CONTINUED
Jacksonville Ind. Dev. Rev. Rfdg. (Arpt. Hotel
Proj.) Series 1993, 4.20%,
LOC Northern Trust Co., VRDN $ 3,000,000 $ 3,000,000
Jacksonville Poll. Cont. Rev. Rfdg. Bonds (Florida
Pwr. & Lt. Co. Proj.):
Series 1992, 4.25% tender 5/17/95 5,000,000 5,000,000
Series 1994, 4.25% tender 5/18/95 10,510,000 10,510,000
Jacksonville Spl. Tax (River City Renaissance Prog.),
CP:
4.25% 5/8/95 (BPA Morgan Guaranty Trust Co.,
Sun Bank of Orlando, Credit Suisse,
Dresdner Bank AG) 10,500,000 10,500,000
4.05% 6/14/95 (BPA Morgan Guaranty, Sun Bank of
Orlando, Credit Suisse,
Dresdner Bank AG) 10,000,000 10,000,000
Lee County Hosp. Board Hosp. Rev. Bonds (Lee Mem.
Hosp. Proj.)
Series 1992 B, 4.05% tender 4/24/95 11,500,000 11,500,000
Liberty County Ind. Dev. Board Rev. (Timber Energy
Resources Inc. Proj.) Series 1994, 4.30%,
LOC Bank of Montreal, VRDN 2,300,000 2,300,000
Orange County Health Facs. Auth. Rev. (Mayflower
Retirement Commty.)
Series 1988, 4.15%, LOC Banque Paribas, VRDN 5,900,000 5,900,000
Orange County School Dist. TAN 4.75% 6/30/95 15,500,000 15,527,576
Pasco County Hsg. Fin. Auth. Multi-Family Hsg.
Rev. (Carlton Arms of Magnolia Valley)
Series 1985, 4.375%, LOC Bankers Trust Co., VRDN 2,000,000 2,000,000
Sarasota County Pub. Hosp. Dist. Hosp. Bonds
(Sarasota Mem. Hosp.):
Series 1985 C:
4.25% tender 5/16/95, LOC Sumitomo Bank Ltd. 3,450,000 3,450,000
4.25% tender 5/18/95, LOC Sumitomo Bank Ltd. 3,340,000 3,340,000
Series 1991:
4.25% tender 4/17/95 5,000,000 5,000,000
4.10% tender 6/13/95 8,500,000 8,500,000
Series 1993 A:
4.10% tender 4/7/95 (Liquidity Facility Goldman
Sachs) 15,000,000 15,000,000
4% tender 5/18/95 (Liquidity Facility Goldman
Sachs) 6,600,000 6,600,000
Sunshine State Governmental Fing. Commission Rev.
Bonds Series 1986:
4.10% tender 5/18/95, LOC Morgan Guaranty Trust
Co., Nat'l. Westminster Bank PLC,
Union Bank of Switzerland 6,050,000 6,050,000
3.90% tender 5/22/95, LOC Morgan Guaranty Trust Co.,
Nat'l. Westminster Bank PLC,
Union Bank of Switzerland 5,000,000 5,000,000
Univ. Athletic Assoc. Cap. Impt. Rev. Series 1990,
4.35%,
LOC Sun Bank of Orlando, VRDN 10,400,000 10,400,000
229,912,576
GEORGIA - 6.2%
Burke County Dev. Auth. Poll. Cont. Rev. (Oglethorpe
Pwr. Corp. Vogtle Proj.)
4.15% (FGIC Insured) (Liquidity Facility Ind. Bank of
Japan Ltd.), VRDN 2,000,000 2,000,000
Cobb County Dev. Auth. Rev. (Institute of Nuclear
Operations) Series 1992, 4.20%,
LOC Trust Co. Bank of Georgia, VRDN 5,565,000 5,565,000
Cobb County Wtr & Swr. Participating VRDN, Series
11, 4.375%
(BPA Bankers Trust Co.) (b) 5,049,000 5,049,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
GEORGIA - CONTINUED
Columbia County Residential Care Facs. Rev. (Augusta
Residential Ctr./Brandon Wilde
Lifecare Ctr.) 4.20%, LOC Trust Co. Bank of Georgia,
VRDN $ 2,665,000 $ 2,665,000
Fulton County Hsg. Auth. Multi-Family Hsg. Rev.
Rfdg. (Spring Creek Crossing Proj.)
4.20%, LOC Wachovia Bank of Georgia, VRDN 5,000,000 5,000,000
Georgia Gen. Oblig. Participating VRDN, Series
1993 D-A, 4.35%
(Liquidity Facility Citibank) (b) 29,600,000 29,600,000
Georgia Muni. Elec. Auth. Participating VRDN (b):
Series 1994 C-B, 4.35% (Liquidity Facility
Citibank) 22,400,000 22,400,000
Series 1994 D, 4.40% (Liquidity Facility Norwest
Bank) 6,500,000 6,500,000
Georgia Muni. Gas Auth. Gas Rev. Bonds (Transco
Proj. I) Series 1991 A,
4.15% tender 4/26/95, LOC Credit Suisse 9,285,000 9,285,000
Georgia Private Colleges & Univs. Auth. Rev. Bonds
(Emory Univ. Proj.)
Series 1993 B, 4% tender 6/12/95 6,000,000 6,000,000
Marietta Hsg. Auth. Multi-Family Hsg. Rev. Rfdg.
(Wood Pointe Apts.)
Series 1993, 4.35%, VRDN 5,000,000 5,000,000
Roswell Hsg. Auth. Multi-Family Hsg. Rev., VRDN:
Rfdg. (Roswell-Oxford Proj.) Series 1990, 4.55% 19,575,000 19,575,000
(Autumnbrook Apts.) Series 1991 A, 4.30%, LOC
Amsouth Bank of Birmingham 5,200,000 5,200,000
123,839,000
IDAHO - 0.2%
Caribou County Poll. Cont. Rev. Rfdg.
(Monsanto Co. Proj.) Series 1994 A, 4.10%, VRDN 3,000,000 3,000,000
ILLINOIS - 4.4%
Chicago Gen. Oblig. Participating VRDN, Series BT-9,
4.375% (BPA Bankers Trust Co.) (b) 5,553,900 5,553,900
Cook County Gen. Oblig. Rev. (Cap. Equip. Proj.)
Series A, 4.20%, VRDN 4,000,000 4,000,000
Cook County Rev. (Catholic Charities Hosp.) Series
1988 A-1, 4.20%,
LOC Nat'l. Westminster Bank PLC, VRDN 1,900,000 1,900,000
Illinois Dev. Fin. Auth. Multi-Family Hsg. Rev.
Rfdg. (Garden Glen Apts.)
Series 1993, 4.35%, VRDN 6,110,000 6,110,000
Illinois Dev. Fin. Auth. Rev., VRDN:
(Museum of Contemporary Art Proj.) Series 1994,
4.15%, LOC Harris Trust,
Lasalle Nat'l. Bank, Nat'l. Bank of Detroit,
Northern Trust Co. 20,300,000 20,300,000
(WBEZ Alliance Inc. Proj.) Series 1994, 4.20%,
LOC Lasalle Nat'l. Bank 4,600,000 4,600,000
Illinois Edl. Facs. Auth. Rev.:
Bonds (Shedd Aquarium Proj.) 4% tender 6/9/95,
LOC Mitsubishi Bank Ltd. 5,000,000 5,000,000
(Northwestern Univ.) Series 1988, 4.15% (BPA
Northern Trust Co.), VRDN 2,000,000 2,000,000
Illinois Gen. Oblig. TRAN 4.75% 6/15/95 5,000,000 5,006,663
Illinois Health Facs. Auth. Rev.:
Bonds (Univ. of Chicago Proj.) Series 1985 A,
4.50% tender 8/17/95 5,900,000 5,900,000
(Evangelical Hosp. Proj.) 4.05%, LOC First
Nat'l. Bank of Chicago, VRDN 4,800,000 4,800,000
(Healthcorp Affiliates Proj.) Series 1985 B,
4.20%, LOC Fuji Bank Ltd., VRDN 1,400,000 1,400,000
(LaGrange Mem. Health Sys.) Series 1990, 4.60%,
LOC First Nat'l. Bank of Chicago, VRDN 3,200,000 3,200,000
(Lake Forest Hosp. Proj.) 4.50%, LOC First Nat'l.
Bank of Chicago, VRDN 4,000,000 4,000,000
(Pekin Mem. Hosp.) Series 1993 C, 4.25%, LOC
Lasalle Nat'l. Bank of Chicago, VRDN 3,400,000 3,400,000
(Springfield Mem. Hosp.) Series 1985 C, 4.20%,
LOC Fuji Bank Ltd., VRDN 1,500,000 1,500,000
(Univ. Pooled Prog.) Series 1985, 4.20% (FGIC
Insured) (BPA Sakura Bank Ltd.), VRDN 5,000 5,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
ILLINOIS - CONTINUED
Kane County Gen. Oblig. Commty. Unit School Dist.
#304 TAN 4.97% 12/1/95 $ 2,400,000 $ 2,403,376
Kane, McHenry, Cook & DeKalb County Gen. Oblig.
Commty. School Dist. #300
TAN 5.20% 9/29/95 2,400,000 2,405,687
McHenry County Gen. Oblig. Commty. Unit School
Dist. #200 TAN 4.45% 9/1/95 (d) 2,300,000 2,300,457
Northlake Econ. Dev. Rev. (Dominick's Finer Foods
Inc. Proj.) Series 1991 B, 4.25%,
LOC First Nat'l. Bank of Chicago, VRDN 2,400,000 2,400,000
88,185,083
INDIANA - 2.2%
Fort Wayne Econ. Dev. Rev. (Edy's Grand Ice Cream
Proj.) Series 1985, 4.375%,
LOC Bank of America, VRDN 4,750,000 4,750,000
Fort Wayne Hosp. Auth. Hosp. Rev. (Parkview
Hosp.), VRDN:
Series B, 4.25%, LOC Fuji Bank Ltd. 1,105,000 1,105,000
Series D, 4.25%, LOC Fuji Bank Ltd. 2,460,000 2,460,000
Hammond Poll. Cont. Rev. Rfdg. (Amoco Oil Co. Proj.)
Series 1994, 4.55%, VRDN 1,500,000 1,500,000
Indiana Hosp. Equip. Fing. Auth. Rev. Series 1985
A, 4.15% (MBIA Insured)
(BPA Bank of New York), VRDN 3,575,000 3,575,000
Indianapolis Econ. Dev. Rev. Rfdg. (Rand McNally &
Co. Proj.) Series 1989, 4.15%,
LOC First Union Nat'l. Bank of North Carolina, VRDN 4,000,000 4,000,000
Merrillville Health Care Facs. Participating
VRDN, 4.40%
(Liquidity Facility Bank One, Akron) (b) 4,610,000 4,610,000
Petersburg Poll. Cont. Rev. Rfdg. Bonds
(Indianapolis Pwr. & Lt. Proj.) 3.60% tender 4/6/95 6,000,000 6,000,000
Richmond Econ. Dev. Rev. Rfdg. (Friends Fellowship
Commty.) Series 1993, 4.25%,
LOC Nat'l. Bank of Detroit, VRDN 3,900,000 3,900,000
South Bend Health Care Facs. Participating VRDN,
Series 1992 A, 4.40%
(Liquidity Facility Bank One of Akron) (b) 3,375,000 3,375,000
Sullivan Poll. Cont. Rev. (Hoosier Energy Rural
Elec. Coop.) Series 1985 L-1, 4.10%,
tender 4/10/95 6,755,000 6,755,000
Vigo County Gen. Oblig. Independent School Corp.
TAN 5.30% 12/29/95 2,650,000 2,657,185
44,687,185
KENTUCKY - 0.8%
Jefferson County Poll. Cont. Rev. Rfdg. (Philip
Morris Co. Inc. Proj.)
Series 1992, 4.20%, VRDN 1,300,000 1,300,000
Kentucky Assoc. of Counties Reinsurance Trust Rev.
Series 1990, 4.35%,
LOC Hong Kong & Shanghai Banking Corp., VRDN 13,700,000 13,700,000
15,000,000
LOUISIANA - 3.1%
Desoto Parish Poll. Cont. Participating VRDN,
Series 94 W, 4.40%
(Liquidity Facility Norwest Bank of Minnesota) (b) 10,000,000 10,000,000
Lafayette Econ. Dev. Auth. Ind. Dev. Rev. Rfdg.
(Holt County of Louisiana Proj.) 4.50%,
LOC Morgan Guaranty Trust Co., VRDN 4,230,000 4,230,000
New Orleans Aviation Board Rfdg. Series 1993 B,
3.95% (MBIA Insured)
(BPA Ind. Bank of Japan Ltd.), VRDN 1,200,000 1,200,000
Orleans Levee Dist. Participating VRDN, Series 14,
4.375% (BPA Bankers Trust) (b) 7,068,600 7,068,600
Orleans Levee Dist. Rev., VRDN:
(Cap. Recovery Funding) Series 1988 A, 4.20%,
LOC Fuji Bank Ltd. 14,900,000 14,900,000
(Levee Impt.) Series 1986, 4.20%, LOC Fuji Bank
Ltd. 1,240,000 1,240,000
(Pub. Impt.) Series 1986, 4.20%, LOC Fuji Bank Ltd. 7,445,000 7,445,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
LOUISIANA - CONTINUED
West Baton Rouge Parish Ind. Dist. #3 Rev. Rfdg.
Bonds (Dow Chemical Co. Proj.)
Series 1991, 4.45% tender 4/26/95 $ 15,500,000 $ 15,500,000
61,583,600
MAINE - 0.7%
Baileyville Poll. Cont. Rev. (Georgia-Pacific
Corp. Proj.) Series 1985, 4.25%,
LOC Bank of Tokyo, VRDN 6,500,000 6,500,000
Biddeford Resource Recovery Rev. (Maine Energy
Recovery Co. Proj.) Series 1985, 3.45%,
LOC Bank of America, VRDN 6,700,000 6,700,000
13,200,000
MARYLAND - 0.4%
Washington Suburban Sanitation Dist. Participating
VRDN, Series 1994 F-A, 4.35%
(Liquidity Facility Citibank) (b) 7,000,000 7,000,000
MASSACHUSETTS - 1.0%
Commonwealth of Massachusetts Gen. Oblig.
Participating VRDN, Series CR-147, 4.35%
(Liquidity Facility Citibank) (b) 6,400,000 6,400,000
Massachusetts Health & Ed. Facs. Auth. Rev. (Cap.
Asset Prog.) Series 1985 D, 3.80%
(MBIA Insured) (BPA Sanwa Bank Ltd.), VRDN 14,000,000 14,000,000
20,400,000
MICHIGAN - 1.4%
Dearborn Econ. Dev. Corp. Ltd. Oblig. Variable
Rate Rev. (Oakbrook Common)
Series 1993 4.20%, LOC Mellon Bank, VRDN 2,300,000 2,300,000
Michigan Hosp. Fin. Auth. Equip. Loan Prog.
Series 1991, 4.15%,
LOC Comerica Bank of Detroit, VRDN 2,400,000 2,400,000
Michigan Hsg. Dev. Auth. Rental Hsg. Rev. Series
1994 C, 4.15%,
LOC Credit Suisse, VRDN 3,000,000 3,000,000
Michigan Muni. Bond Auth. RAN, Series 1994 B,
4.75% 7/20/95 15,000,000 15,032,592
Michigan Strategic Fund (Dow Chemical Proj.)
Series 1986, 4.25% tender 4/3/95 4,500,000 4,499,973
27,232,565
MINNESOTA - 2.4%
Becker Poll. Cont. Rev. Bonds (Northern States
Pwr. Co. Sherburne County Gen. #3)
Series 1993 B, 4.20% tender 4/17/95 17,800,000 17,800,000
Bloomington Multi-Family Hsg. Rev. Rfdg.
(Crow/Bloomington Apts. Proj.) 4.25%,
LOC Citibank, VRDN 8,305,000 8,305,000
Dakota County Hsg. & Redev. Auth. Multi-Family
Rental Hsg. Rev. Rfdg.
(Southview Gables Apts. Proj.) 4.20%, VRDN 4,575,000 4,575,000
Mendota Heights Hsg. Mtg. Multi-Family Hsg.
Rev. (Lexington Heights Apt. Proj.)
Series 1991 A, 4.35%, LOC Sumitomo Bank Ltd., VRDN 3,420,000 3,420,000
Minnesota Gen. Oblig. Participating
VRDN, Series 99, 4.325%
(BPA Bankers Trust Co.) (b) 7,710,000 7,710,000
Richfield Independent School Dist. #280
Participating VRDN, Series 1994 N, 4.35%
(Liquidity Facility First Bank of Minnesota) (b) 1,905,000 1,905,000
St. Paul Port Auth. Tax Increment Bonds (Westgate
Office & Ind. Ctr. Proj.)
Series 1991, 4%, LOC First Bank of Minnesota, VRDN 4,200,000 4,200,000
47,915,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
MISSISSIPPI - 0.4%
Harrison County Poll. Cont. Rev. Rfdg. (Mississippi
Pwr. Co. Proj.) Series 1992, 4.20%, VRDN $ 8,750,000 $ 8,750,000
MISSOURI - 1.2%
Howell County Ind. Dev. Auth. Rev. Rfdg. Bonds
(Safeway Inc. Proj.) Series 1992, 4.90%,
tender 8/1/95, LOC Bankers Trust Co. 4,225,000 4,225,000
Missouri Envir. Impt. & Energy Resources Auth.
Poll. Cont. Rev. Bonds (Union Elec. Co.)
Series 1985 B, 3.95% tender 6/8/95, LOC
Westdeutsche Landesbank Girozentrale 8,000,000 8,000,000
Univ. of Missouri RAN (Cap. Proj.) Series 1994-95
A, 4.50% 6/30/95 11,000,000 11,016,972
23,241,972
MONTANA - 1.5%
Forsyth Poll. Cont. Rev. (Portland Gen. Elec.
Co.) Series 1983 A, 4.15%,
LOC Union Bank of Switzerland, VRDN 4,800,000 4,800,000
Montana Board of Investments Variable Rate Payroll
Tax Rev. (Workers Comp. Prog.)
Series 1993, 4.20%, VRDN 4,400,000 4,400,000
Montana Gen. Oblig. TRAN Series 1994, 5% 6/30/95 20,200,000 20,248,527
29,448,527
NEBRASKA - 0.3%
Lancaster County Hosp. Auth. Rev. (St. Elizabeth
Commty. Health Ctr. &
Sisters of Charity Health Care), 4% (MBIA Insured)
(Liquidity Facility Morgan Guaranty), VRDN 3,600,000 3,600,000
Omaha Pub. Pwr. Dist. Elec. Sys. Participating
VRDN, Series 1993 D, 4.35%
(Liquidity Facility Merrill Lynch & Co. Inc.) (b) 2,530,000 2,530,000
6,130,000
NEVADA - 0.6%
Clark County Arpt. Impt. Rev. Rfdg. Series 1993
A, 4.15% (MBIA Insured)
(BPA Ind. Bank of Japan Ltd.), VRDN 12,000,000 12,000,000
NEW HAMPSHIRE - 0.3%
New Hampshire Higher Edl. & Health Facs. Auth.
Rev. (VHA of New England), VRDN:
Series 1985 C, 4.10% (AMBAC Insured) (BPA First
Nat'l. Bank of Chicago) 1,700,000 1,700,000
Series 1985 F, 4.10% (AMBAC Insured) (BPA First
Nat'l. Bank of Chicago) 1,250,000 1,250,000
New Hampshire Ind. Dev. Auth. Resource Recovery
Rev. Bonds (Claremont Co. LP Proj.)
Series 1985, 5% tender 7/1/95 (MBIA Insured) 3,205,000 3,205,000
6,155,000
NEW JERSEY - 1.3%
New Jersey Bldg. Auth. Participating VRDN,
Series BT-6, 4.375% (BPA Bankers Trust) (b) 11,861,200 11,861,200
New Jersey Gen. Oblig. Participating VRDN,
Series 943005, 4.35%
(Liquidity Facility Citibank) (b) 7,400,000 7,400,000
New Jersey Gen. Oblig. TRAN 5% 6/15/95 7,000,000 7,012,987
26,274,187
NEW YORK - 1.6%
New York City Adj. Rate Rev., VRDN:
Series 1993 A-9, 4.60%, LOC Ind. Bank of Japan Ltd. 1,000,000 1,000,000
Series 1994 A-7, 4.55%, LOC Morgan Guaranty
Trust Co. 1,000,000 1,000,000
New York City RAN Series A, 4.50% 4/12/95 20,200,000 20,203,503
New York State Thruway Auth. Gen. Rev. BAN
Series 1994, 4.19% 4/14/95 10,200,000 10,200,000
32,403,503
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
NORTH CAROLINA - 1.0%
North Carolina Med. Care Commission Hosp. Rev.
Board (Park Ridge Hosp.)
Series 1988, 4.25%, LOC NationsBank of
Florida, VRDN $ 5,300,000 $ 5,300,000
North Carolina Med. Care Commission Pooled
Finances Series 1986 A-2, 4.30%
(MBIA Insured) (BPA Sakura Bank Ltd.), VRDN 1,600,000 1,600,000
North Carolina Med. Care Commission Rev. (Moses H.
Cone Mem. Hosp. Proj.) 4.10%,
LOC Wachovia Nat'l. Bank of North Carolina, VRDN 2,500,000 2,500,000
North Carolina Muni. Pwr. Agcy. #1 Catawba Elec.
Rev. 3.95% 4/27/95, CP 11,000,000 11,000,000
20,400,000
OKLAHOMA - 0.7%
Oklahoma County Fin. Auth. Ind. Dev. Rev., VRDN:
(Hutto-Carbon Office Proj.) 3.80% (FGIC
Insured) (Liquidity Facility Sakura Bank Ltd.) 3,000,000 3,000,000
(Perrine Office Proj.) 3.80% (FGIC Insured)
(Liquidity Facility Sakura Bank Ltd.) 4,100,000 4,100,000
Tulsa Ind. Auth. Rev. (Univ. of Tulsa Proj.), VRDN:
Series A, 4.375%, LOC Fuji Bank Ltd. 3,000,000 3,000,000
Series 1985, 4.375%, LOC Fuji Bank Ltd. 4,000,000 4,000,000
14,100,000
OREGON - 0.1%
Port of Morrow (Oregon-Portland Gen. Elec. Co.
Boardman Proj.) Series 1988 A, 4.60%,
LOC Ind. Bank of Japan Ltd., VRDN 2,200,000 2,200,000
PENNSYLVANIA - 9.1%
Allegheny County Hosp. Dev. Auth. Health Ctr.
Rev. (Presbyterian Univ. Health Sys.), VRDN:
Series 1990 C, 4.20% (MBIA Insured)
(BPA Credit Suisse) 4,500,000 4,500,000
Series 1990 D, 4.20% (MBIA Insured) (BPA Credit
Suisse) 4,200,000 4,200,000
Allegheny County Hosp. Redev. Auth. Health Facs.
Rev. (Central Blood Bank Proj.)
Series 1992, 4.20%, LOC PNC Bank, VRDN 2,225,000 2,225,000
Allegheny County Ind. Dev. Auth. Rev. Rfdg.(N.
Versailles Shopping Ctr.)
Series 1992,4.30%, LOC Bank One, Columbus, VRDN 4,025,000 4,025,000
Allentown Redev. Auth. Multi-Family Hsg. Rev.
Rfdg. (Arcadia Assoc. Proj.)
Series 1990, 4.30%, LOC Sumitomo Bank Ltd., VRDN 2,300,000 2,300,000
Beaver County Ind. Dev. Auth. Poll. Cont. Rev.
Bonds (Ohio Edision Co. Mansfield Proj.)
Series 1992 A, 3.45% tender 10/1/95, LOC
Barclays Bank PLC 3,700,000 3,672,026
Berks County Ind. Dev. Auth. Rev. (Lutheran Home
at Topton Proj.) Series 1993 B, 4.375%,
LOC Meridian Bank NA, VRDN 9,000,000 9,000,000
Delaware Valley Reg'l. Fin. Auth. Local
Gov't. Rev., VRDN:
Series 1985 B, 4.30%, LOC Hong Kong &
Shanghai Banking Corp. 6,200,000 6,200,000
Series 1985 D, 4.30%, LOC Hong Kong &
Shanghai Banking Corp. 10,300,000 10,300,000
Series 1986, 4.30%, LOC Hong Kong &
Shanghai Banking Corp. 4,000,000 4,000,000
Emmaus Gen. Auth. Local Gov't. Rev. (Bond Pool
Prog.) Series 1989 B, 4.25%, VRDN 15,000,000 15,000,000
Lehigh County Auth. Swr. Rev. Series 1985 B,
4.10% (FGIC Insured)
(BPA ABN-AMRO Bank), VRDN 2,050,000 2,050,000
Lehigh County Ind. Dev. Auth. Rev. (The Keebler
Co.) Series 1992, 4.25%,
LOC Wachovia Bank of North Carolina, VRDN 5,140,000 5,140,000
Pennsylvania Econ. Dev. Auth. Rev. (Foxdale
Village Proj.) Series 1989 C, 4.20%,
LOC PNC Bank, VRDN 2,350,000 2,350,000
Pennsylvania Gen. Oblig. TAN 4.75% 6/30/95 41,500,000 41,572,748
Pennsylvania Higher Ed. Auth. for Univ. of
Penn. 4.25%, VRDN 1,400,000 1,400,000
Philadelphia Gen. Oblig. Bonds Series 1990:
4.20% tender 4/13/95, LOC Fuji Bank Ltd. 7,000,000 7,000,000
3.90% tender 5/1/95, LOC Fuji Bank Ltd. 6,210,000 6,210,000
3.85% tender 5/9/95, LOC Fuji Bank Ltd. 14,000,000 14,000,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
PENNSYLVANIA - CONTINUED
Philadelphia Redev. Auth. School Rev.
(School for the Deaf) 4.10%,
LOC Fuji Bank Ltd., VRDN $ 1,095,000 $ 1,095,000
Philadelphia TRAN:
Series 1994-95 B, 4.75% 6/15/95 LOC
Corestates Bank 14,500,000 14,520,375
Series 1994-95 D, 4.75% 6/15/95, LOC Morgan
Guaranty Trust Co. 14,500,000 14,525,872
South Fork Muni. Auth. Hosp. Rev. (Lee Hosp.
Proj.) Series 1993 B, 4.20%,
LOC PNC Bank, VRDN 5,350,000 5,350,000
180,636,021
SOUTH CAROLINA - 2.4%
South Carolina Hsg. Fin. & Dev. Auth.
Multi-Family Hsg. Rev. Rfdg., VRDN:
(Charleston Oxford) Series 1990 B, 4.55% 10,180,000 10,180,000
(Greenville Oxford) Series 1990 A, 4.55% 4,855,000 4,855,000
(Richland Oxford) Series 1990 C, 4.55% 11,130,000 11,130,000
South Carolina Jobs Econ. Dev. Auth. Healthcare
Facs. Rev. Bonds (The Methodist Home Proj.)
Series 1994, 4.35%, LOC NationsBank of South
Carolina, VRDN 4,000,000 4,000,000
South Carolina Pub. Svc. Auth. Rev., CP:
4.10% 4/7/95 11,350,000 11,350,000
4.25% 5/18/95 3,670,000 3,670,000
Walhalla Rev. Rfdg. (Avondale Mills Inc. Proj.)
Series 1990, 4.20%,
LOC Trust Co. Bank of Georgia, VRDN 3,300,000 3,300,000
48,485,000
SOUTH DAKOTA - 0.6%
South Dakota Health & Edl. Facs. Auth. Rev., VRDN:
Rfdg. (Sioux Valley Hosp.) Series 1992 A, 4.20% 4,700,000 4,700,000
(McKennan Hosp.) Series 1994, 4.25% (MBIA
Insured) (Liquidity Facility Banque Paribas) 7,000,000 7,000,000
11,700,000
TENNESSEE - 2.1%
Clarksville Pub. Bldg. Auth. Adj. Rate Pooled
Fing. Rev. (Tennessee Muni. Bond Fund)
Series 1990, 4.10% (MBIA Insured) (BPA Credit
Suisse), VRDN 3,400,000 3,400,000
Knox County Health Edl. & Hsg. Facs. Board Rev.
(Webb School Knoxville Proj.) 4.20%,
LOC Third Nat'l. Bank of Nashville, VRDN 4,280,000 4,280,000
Metropolitan Nashville & Davidson County Health
& Ed. Facs. Multi-Family Hsg. Rev.
(Brentwood Oaks Apts.) 4.50%, VRDN 4,000,000 4,000,000
Metropolitan Nashville & Davidson County
Health & Ed. Facs. Rev.:
Bonds (Vanderbuilt Univ.) 4.25% tender 5/18/95
(Liquidity Facility NationsBank of North
Carolina) 10,000,000 10,000,000
(Richland Place Inc. Proj.) 4.10%, LOC
Societe Generale, VRDN 1,400,000 1,400,000
Metropolitan Nashville & Davidson County Ind.
Dev. Board Multi-Family Hsg. Rev. Rfdg., VRDN:
(Belle Valley Apts.) Series 1989, 4.30%,
LOC Sumitomo Bank Ltd. 4,680,000 4,680,000
(Graybrook) 4.30%, LOC Sumitomo Bank Ltd. 6,710,000 6,710,000
Montgomery County Pub. Bldg. Auth. Adj. Rate
Pooled Fing. Rev. Series 1995, 4.30%,
LOC NationsBank of Tennessee, VRDN 8,000,000 8,000,000
42,470,000
TEXAS - 15.3%
Austin Hsg. Fin. Corp. Multi-Family Hsg.
Rev. (Riverchase Proj.) Series 1985 A, 4.625%,
LOC Household Fin. Corp., VRDN 6,000,000 6,000,000
Bexar County Hsg. Fin. Corp. Multi-Family
Hsg. Rev. Rfdg., VRDN:
(Fountainhead I Proj.) Series 1992 A, 4.25% 3,880,000 3,880,000
(Fountainhead II Proj.) Series 1992 A, 4.25% 8,120,000 8,120,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
TEXAS - CONTINUED
Central Waco Dev. Corp. Ind. Dev. Rev. (HE Butt
Grocery Proj.) Series 1992, 4.20%,
LOC Texas Commerce Bank of Houston, VRDN $ 2,500,000 $ 2,500,000
Conroe Independent School Dist. Adj. Rate
TRAN 4.704% 8/31/95 (c) 5,500,000 5,500,000
Corpus Christi Port Auth. Rev. Rfdg. Bonds
(Union Pacific Corp.) Series 1989, 3.95%,
tender 5/11/95 5,610,000 5,610,000
El Paso Health Facs. Dev. Corp. Hosp. Rev.
(Providence Mem. Hosp. Proj.)
Series 1989, 4.55%, LOC Fuji Bank Ltd., VRDN 1,900,000 1,900,000
Goose Creek Consolidated Independent School
Dist. Adj. Rate TRAN 4.704% 8/31/95 (c) 17,000,000 17,000,000
Guadalupe-Blanco River Auth. Ind. Dev. Rev.
(BOC Group Inc. Proj.) Series 1993, 4.25%,
LOC Wachovia Bank of Georgia, VRDN 12,400,000 12,400,000
Harris County Health Facs. Dev. Corp.
Hosp. Rev. Bonds:
(Mem. Hosp. Sys. Proj.) Series 1994 B:
4.15% tender 4/25/95, LOC Societe Generale 10,000,000 10,000,000
4.25% tender 4/27/95, LOC Societe Generale 15,200,000 15,200,000
3.90% tender 5/17/95, LOC Societe Generale 4,500,000 4,500,000
Harris County Health Facs. Dev. Corp. School
Health Care Sys. Rev.
(Sisters of Charity Incarnate) 4.20% 4/24/95
(BPA Credit Suisse) CP 10,000,000 10,000,000
Houston Hsg. Fin. Corp. Single-Family Mtg.
Participating VRDN, Series PT-1, 4.40%
(Liquidity Facility Banque Nationale de Paris)(b) 6,175,000 6,175,000
Houston Wtr. & Swr. Sys. Rev. Series A, CP:
3.95% 5/9/95 8,000,000 8,000,000
4.30% 5/16/95 10,000,000 10,000,000
4.35% 5/16/95 6,000,000 6,000,000
4.25% 5/17/95 12,000,000 12,000,000
4.30% 5/18/95 5,000,000 5,000,000
Lower Colorado River Auth. Participating VRDN (b):
Series BT-36, 4.325% (BPA Bankers Trust Co.) 4,039,200 4,039,200
Series BT-59, 4.34% (Liquidity Facility
Automatic Data Processing Inc.) 8,200,000 8,200,000
North Central Texas Health Facs. Dev. Corp.
Hosp. Rev. Bonds (Methodist Hosp. of Dallas):
Series 1991 A, 3.80% tender 4/25/95
(MBIA Insured) (BPA Fuji Bank Ltd.) 10,100,000 10,100,000
Series 1991 B, 4.10% tender 4/10/95 (MBIA
Insured) (BPA Sumitomo Bank Ltd.) 10,500,000 10,500,000
Plano Health Facs. Dev. Corp. Hosp. Rev.
Bonds (Childrens & Presbyterian Health Care Ctr.)
4.20% tender 4/26/95, LOC Banque Paribas 10,000,000 10,000,000
San Antonio Elec. & Gas. Sys. Series A,
4.10% 4/11/95, CP 9,300,000 9,300,000
San Antonio Gen. Oblig. Participating
VRDN, Series 16, 4.375%
(BPA Bankers Trust Co.) (b) 13,785,000 13,785,000
Silsbee Health Facs. Dev. Corp. Hosp. Rev.
(Silsbee Doctor's Hosp.) Series 1984, 4.10%,
LOC Citibank, VRDN 3,500,000 3,500,000
Tarrant County Health Facs. Dev. Corp. Hosp.
Rev. (Harris Methodist Health Sys.)
Series 1988, 4.25%, LOC Fuji Bank Ltd., VRDN 2,500,000 2,500,000
Texas A&M Univ. Participating VRDN, Series 15,
4.375% (BPA Bankers Trust) (b) 5,445,000 5,445,000
Texas Dept. of Hsg. & Commty. Affairs
Participating VRDN, Series PT-9, 4.35%
(Liquidity Facility Dai-Ichi Kangyo Bank Ltd.)(b) 5,465,000 5,465,000
Texas Gen. Oblig. TRAN:
Series 1994, 5% 8/31/95 12,800,000 12,839,936
Series 1995, 5% 8/31/95 10,000,000 10,035,300
Texas Health Facs. Dev. Corp. Rev., VRDN:
(Aces North Texas Pooled Healthcare):
Series 1985 A, 4.25%, LOC Banque Paribas 11,900,000 11,900,000
Series 1985 B, 4.25%, LOC Banque Paribas 4,500,000 4,500,000
(Ft. Worth-Cook Children's Hosp.) Series 1985,
4.25%, LOC Societe Generale 1,300,000 1,300,000
Texas Muni. Pwr. Agcy. Rev., CP:
4.10% 4/7/95 9,950,000 9,950,000
4.15% 5/12/95 10,400,000 10,400,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
TEXAS - CONTINUED
Tyler Health Facs. Dev. Corp. Hosp. Rev. Bonds
(Texas Med. Ctr. Regional Health Care Proj.)
Series 1993 C, 4.25% tender 4/7/95,
LOC Banque Paribas $ 7,000,000 $ 7,000,000
Univ. of Texas Sys. Rev. Fing. Sys. Series
A, 4.25% 5/18/95, CP 2,500,000 2,500,000
303,044,436
UTAH - 1.3%
Intermountain Pwr. Agcy. Pwr. Supply
Participating VRDN (b):
Series BT-8, 4.375% (BPA Bankers Trust Co.) 11,612,700 11,612,700
Series BT-48, 4.625% (BPA Bankers Trust Co.) 9,601,900 9,601,900
Intermountain Pwr. Agcy. Pwr. Supply Rev. Rfdg.
Bonds Series 1985 E-2, 4.10%,
tender 5/25/95 (BPA Fuji Bank Ltd.) 5,000,000 5,000,000
26,214,600
VERMONT - 0.1%
Vermont Student Assistance Corp. Student Loan
Rev. Series 1985, 4%,
LOC Nat'l. Westminster Bank PLC, VRDN 1,325,000 1,325,000
VIRGINIA - 5.6%
Chesapeake Ind. Dev. Auth. Poll. Cont.
Rev. Bonds (Virginia Elec. Pwr. Co.)
Series 1985, 4.10% tender 4/10/95 22,000,000 22,000,000
Chesterfield County Ind. Dev. Auth. Poll.
Cont. Rev. Rfdg. (Philip Morris Co. Inc. Proj.)
Series 1992, 4.20%, VRDN 10,000,000 10,000,000
Harrisonburg Redev. & Hsg. Auth. Multi-Family
Hsg. Rev. (Misty Ridge Proj.)
Series 1991 A, 4.25%, LOC Bank One,
Columbus, VRDN 5,555,000 5,555,000
Louisa County Ind. Dev. Auth. Adj. Rate
Pooled Fin. Rev. Series 1995, 4.30%,
LOC NationsBank of Virginia, VRDN 10,000,000 10,000,000
Louisa Ind. Dev. Auth. Poll. Cont. Rev.
Bonds (Virginia Elec. & Pwr. Co. Proj.) Series 1985:
4.20% tender 4/17/95 (BPA Bank of New York) 17,735,000 17,735,000
3.75% tender 4/28/95 (BPA Bank of New York) 8,650,000 8,650,000
4.25% tender 5/16/95 (BPA Bank of New York) 3,100,000 3,100,000
Suffolk Redev. & Hsg. Auth. Multi-Family Rental
Hsg. Rev., VRDN:
(Windsor at Fieldstone Proj.) 4.30%, LOC
NationsBank of Virginia 7,426,000 7,426,000
(Windsor at Potomac Vista Proj.) 4.30%, LOC
Nationsbank of Virginia 1,003,000 1,003,000
Virginia Hsg. Dev. Auth. Commonwealth Mtg. Bonds
Series 1993 A, 4.25%
tender 7/12/95 15,000,000 15,000,000
Virginia Hsg. Dev. Auth. Hsg. Rev. (AHC Svc.
Corp.) Series 1987 A, 4.15%,
LOC Mitsubishi Bank Ltd., VRDN 6,500,000 6,500,000
Williamsburg Ind. Dev. Auth. Museum Rev.
(Williamsburg Foundation) 4.30%,
LOC Sanwa Bank Ltd., VRDN 3,604,000 3,604,000
York County Ind. Dev. Rev. Rfdg. (Philip
Morris Co. Inc. Proj.) Series 1992, 4.20%, VRDN 1,000,000 1,000,000
111,573,000
WASHINGTON - 2.0%
Seattle Ind. Dev. Corp. Ind. Rev. Rfdg. (Longview
Fibre Co. Proj.) Series 1988, 4.20%,
LOC ABN-AMRO Bank, VRDN 2,500,000 2,500,000
Washington Gen. Oblig. Participating VRDN (b):
Series 1993 C-A, 4.35% (Liquidity Facility
Citibank) 21,700,000 21,700,000
Series 1995 A, 4.40% (Liquidity Facility
Internationale Nederlanden Bank) 5,500,000 5,500,000
Series BT-125, 4.325% (BPA Bankers Trust Co.) 9,575,000 9,575,000
39,275,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
WEST VIRGINIA - 0.2%
Kanawha County Commercial Dev. Rev. Rfdg.
(McJunkin Corp. Proj.) Series 1991, 4.35%,
LOC NationsBank of North Carolina, VRDN $ 4,935,000 $ 4,935,000
WISCONSIN - 1.4%
Milwaukee Ind. Dev. Rev. (Longview Fiber
Co.) Series 1987, 4.20%,
LOC ABN-AMRO Bank, VRDN 1,960,000 1,960,000
Milwaukee Redev. Auth. Dev. Rev. (Bradley Ctr.
Parking Facs. Proj.) Series 1986, 4.15%,
LOC Nat'l. Westminster Bank PLC, VRDN 2,700,000 2,700,000
Wisconsin TRAN Series 1994, 4.50% 6/15/95 23,900,000 23,927,833
28,587,833
WYOMING - 0.0%
Sweetwater County Poll. Cont. Rev.
Rfdg. (Pacific Corp.) Series 1990 A, 4.25%,
LOC Credit Suisse, VRDN 200,000 200,000
MULTIPLE STATES - 1.9%
California Student Loan Mktg. Corp. Student
Loan Rev. Rfdg. Series 1993 A, 4.10%,
LOC Dresdner Bank AG, VRDN 5,000,000 5,000,000
Clipper Tax-Exempt Trust Participating VRDN,
Series 1993 1-A, 4.17%
(Liquidity Facility State Street Bank
& Trust Co.) (b) 30,300,000 30,300,000
NCNB Tax-Exempt Trust Participating VRDN,
Series 1990 A, 4.50%,
LOC NationsBank of North Carolina (b) 2,800,000 2,800,000
38,100,000
PUERTO RICO - 0.6%
Puerto Rico Gov't. Dev. Bank for Puerto
Rico 3.55% 4/5/95, CP 11,000,000 11,000,000
TOTAL INVESTMENTS - 100% $ 1,988,303,609
Total Cost for Income Tax Purposes $ 1,988,294,637

SECURITY TYPE ABBREVIATIONS
BAN - Bond Anticipation Notes
CP - Commercial Paper
RAN - Revenue Anticipation Notes
TAN - Tax Anticipation Notes
TRAN - Tax and Revenue Anticipation Notes
VRDN - Variable Rate Demand Notes
LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(b) Provides evidence of ownership in one or more underlying municipal
bonds.
(c) Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on each holding is as follows:
ACQUISITION ACQUISITION
SECURITY DATE COST
Conroe Independent School
Dist. Adj. Rate TRAN
4.704% 8/31/95 10/13/94 $ 5,500,000
Goose Creek Consolidated
Independent School Dist. Adj.
Rate TRAN
4.704% 8/31/95: 9/9/94 $ 7,000,000
10/9/94 $ 10,000,000
(d) Security purchased on a delayed delivery basis (see Note 2 of Notes to
Financial Statements).
INCOME TAX INFORMATION
At March 31, 1995, the fund had a capital loss carryforward of
approximately $528,000 which will expire on March 31, 1996.
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
MARCH 31, 1995

ASSETS

Investment in securities, at value - See accompanying schedule $ 1,988,303,609

Interest receivable 18,003,972

Receivable from investment adviser for expense reductions 130,952

654.TOTAL ASSETS 2,006,438,533

LIABILITIES

Payable to custodian bank $ 1,114,531

Payable for investments purchased

Regular delivery 120,418,198

Delayed delivery 2,300,457

Dividends payable 5,147,868

Accrued management fee 355,847

Other payables and accrued expenses 287,021

TOTAL LIABILITIES 129,623,922

NET ASSETS $ 1,876,814,611

Net Assets consist of:

Paid in capital $ 1,877,162,768

Accumulated net realized gain (loss) on investments (357,129)

Unrealized gain from accretion of market discount 8,972

NET ASSETS, for 1,877,162,768 shares outstanding $ 1,876,814,611

.NET ASSET VALUE, offering price and redemption price per share $1.00
($1,876,814,611 (divided by) 1,877,162,768 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
TEN MONTH PERIOD ENDED MARCH 31, 1995

INTEREST INCOME $ 64,019,748

EXPENSES

Management fee $ 3,789,731

Transfer agent, accounting and custodian fees and expenses 714,887

Non-interested trustees' compensation 12,113

Registration fees 228,465

Audit 45,114

Legal 23,818

Miscellaneous 26,281

Total expenses before reductions 4,840,409

Expense reductions (1,429,650) 3,410,759

NET INTEREST INCOME 60,608,989

REALIZED AND UNREALIZED GAIN (LOSS) 321,344
Net realized gain (loss) on investment securities

Increase (decrease) in net unrealized gain from accretion of market discount 1,959

NET GAIN (LOSS) 323,303

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 60,932,292

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
TEN MONTH PERIOD YEAR
ENDED ENDED
MARCH 31, MAY 31,
1995 1994

INCREASE (DECREASE) IN NET ASSETS

Operations $ 60,608,989 $ 61,444,789
Net interest income

Net realized gain (loss) 321,344 125,587

Increase (decrease) in net unrealized gain from accretion of market discount 1,959 (5,602)

60,932,292 61,564,774
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

Dividends to shareholders from net interest income (60,608,989) (61,444,789)

Share transactions at net asset value of $1.00 per share 10,940,563,835 14,549,718,245
Proceeds from sales of shares

Reinvestment of dividends from net interest income 13,089,613 14,570,091

Cost of shares redeemed (11,467,825,372) (14,412,776,499)

(514,171,924) 151,511,837
Net increase (decrease) in net assets and shares resulting from share transactions

(513,848,621) 151,631,822
TOTAL INCREASE (DECREASE) IN NET ASSETS

NET ASSETS

Beginning of period 2,390,663,232 2,239,031,410

End of period $ 1,876,814,611 $ 2,390,663,232

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
TEN MONTH PERI YEARS ENDED MAY 31,
OD
ENDED
MARCH 31,

1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

Income from Investment Operations .027 .024 .026 .040 .053
Net interest income

Less Distributions (.027) (.024) (.026) (.040) (.053)
From net interest income

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

TOTAL RETURN B 2.44% 2.66% 4.02% 5.40%
2.74%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 1,876,815 $ 2,390,663 $ 2,239,031 $ 2,556,995 $ 2,116,841

Ratio of expenses to average net assets .18% .18% .18% .18% .18%
A

Ratio of expenses to average net assets before .26% .24% .24% .25% .23%
expense reductions A

Ratio of net interest income to average net assets 3.20% 2.41% 2.62% 3.90% 5.28%
A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. TOTAL
RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING
THE PERIODS SHOWN. SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
DAILY MONEY FUND: FIDELITY U.S. TREASURY INCOME PORTFOLIO

INVESTMENTS MARCH 31, 1995

Showing Percentage of Total Value of Investments

U.S. TREASURY OBLIGATIONS - 100.0%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)

U.S. TREASURY BILLS - 55.4%
4/6/95 5.73% $ 80,818,000 $ 80,754,692
4/6/95 5.75 15,532,000 15,519,790
4/6/95 5.81 10,602,000 10,593,600
4/6/95 5.89 7,612,000 7,605,900
4/13/95 5.84 63,180,000 63,058,906
4/13/95 5.87 815,000 813,435
4/20/95 5.76 34,634,000 34,529,718
4/20/95 5.79 53,445,000 53,283,372
4/20/95 5.80 5,455,000 5,438,546
4/20/95 5.86 60,000,000 59,817,917
4/27/95 5.80 20,156,000 20,072,879
4/27/95 5.93 25,518,000 25,410,555
5/4/95 5.74 1,560,000 1,552,020
5/4/95 5.84 8,249,000 8,205,445
5/4/95 6.10 51,375,000 51,093,850
5/11/95 6.33 11,685,000 11,605,023
5/18/95 6.00 2,101,000 2,084,816
5/25/95 5.76 2,040,000 2,022,619
5/25/95 5.78 37,592,000 37,270,589
5/25/95 5.82 17,611,000 17,459,634
5/25/95 6.03 40,016,000 39,660,658
6/1/95 5.83 25,000,000 24,756,212
6/8/95 5.77 2,470,000 2,443,383
6/8/95 5.83 20,000,000 19,782,589
6/22/95 5.76 19,528,000 19,275,351
6/22/95 5.78 583,000 575,430
6/29/95 5.75 3,262,000 3,192,649
7/13/95 5.97 3,328,000 3,272,297
8/17/95 6.03 3,402,000 3,325,515
TOTAL U.S. TREASURY BILLS 624,477,390
U.S. TREASURY OBLIGATIONS - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)

U.S. TREASURY NOTES - 44.6%
4/15/95 5.74% $ 40,000,000 $ 40,033,656
4/30/95 5.92 22,319,000 22,281,950
4/30/95 6.18 20,000,000 19,962,064
4/30/95 6.26 11,000,000 10,978,564
4/30/95 6.28 21,076,000 21,034,570
5/15/95 5.82 34,755,000 34,751,856
5/15/95 5.94 32,326,000 32,408,626
5/15/95 5.95 5,056,000 5,054,824
5/15/95 6.07 10,268,000 10,264,231
5/15/95 6.11 20,000,000 19,991,575
5/15/95 6.33 25,000,000 25,062,005
5/15/95 6.38 1,652,000 1,655,967
5/31/95 5.83 5,458,000 5,441,759
5/31/95 5.88 33,099,000 32,997,720
5/31/95 5.99 9,132,000 9,102,712
5/31/95 6.09 3,844,000 3,831,170
5/31/95 6.10 12,029,000 11,988,458
5/31/95 6.13 10,060,000 10,025,615
5/31/95 6.17 10,000,000 9,965,043
6/30/95 5.78 25,000,000 24,893,466
7/15/95 5.96 20,000,000 20,154,483
7/15/95 5.98 37,349,000 37,632,590
7/31/95 5.93 5,633,000 5,600,578
7/31/95 6.00 5,316,000 5,284,407
7/31/95 6.07 23,622,000 23,477,511
7/31/95 6.12 9,859,000 9,796,868
7/31/95 6.26 40,000,000 39,732,351
8/15/95 6.05 10,873,000 10,813,676
8/15/95 6.10 18,617,000 18,775,765
8/15/95 6.11 25,000,000 24,858,449
8/15/95 6.15 15,000,000 14,913,234
TOTAL U.S. TREASURY OBLIGATIONS 562,765,743
TOTAL INVESTMENTS - 100% $ 1,187,243,133
Total Cost for Income Tax Purposes $ 1,187,243,133

INCOME TAX INFORMATION
At March 31, 1995, the fund had a capital loss carryforward of
approximately $184,000 of which $22,000 and $162,000 will expire on March
31, 2001 and 2002, respectively.
DAILY MONEY FUND: FIDELITY U.S. TREASURY INCOME PORTFOLIO

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
MARCH 31, 1995

ASSETS

Investment in securities, at value - See accompanying schedule $ 1,187,243,133

Receivable for investments sold 73,970,500

Interest receivable 9,745,456

TOTAL ASSETS 1,270,959,089

LIABILITIES

Dividends payable $ 4,471,093

Accrued management fee 203,425

TOTAL LIABILITIES 4,674,518

NET ASSETS $ 1,266,284,571

Net Assets consist of:

Paid in capital $ 1,266,266,697

Accumulated net realized gain (loss) on investments 17,874

NET ASSETS, for 1,266,266,697 shares outstanding $ 1,266,284,571

796.797.NET ASSET VALUE, offering price and redemption price per share $1.00
($1,266,284,571 (divided by) 1,266,266,697 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
EIGHT MONTH PERIOD ENDED MARCH 31, 1995

INTEREST INCOME $ 40,811,110

EXPENSES

Management fee $ 3,279,429

Non-interested trustees' compensation 3,836

Total expenses before reductions 3,283,265

Expense reductions (1,719,806) 1,563,459

NET INTEREST INCOME 39,247,651

NET REALIZED GAIN (LOSS) ON INVESTMENTS 37,522

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 39,285,173

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
EIGHT MONTH PERI YEARS ENDED JULY 31,
OD
ENDED
MARCH 31,

1995 1994 1993

INCREASE (DECREASE) IN NET ASSETS

Operations $ 39,247,651 $ 36,180,457 $ 35,642,094
Net interest income

Net realized gain (loss) 37,522 (162,127) (59,984)

39,285,173 36,018,330 35,582,110
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

Dividends to shareholders from net interest income (39,247,651) (36,180,457) (35,642,094)

Share transactions at net asset value of $1.00 per share 3,322,554,603 4,258,629,047 5,005,239,937
Proceeds from sales of shares

Reinvestment of dividends from net interest income 8,674,938 9,408,877 11,294,869

Cost of shares redeemed (3,114,152,108) (4,266,497,201) (5,166,243,130)

217,077,433 1,540,723 (149,708,324)
Net increase (decrease) in net assets and shares resulting from
share transactions

217,114,955 1,378,596 (149,768,308)
TOTAL INCREASE (DECREASE) IN NET ASSETS

NET ASSETS

Beginning of period 1,049,169,616 1,047,791,020 1,197,559,328

End of period $ 1,266,284,571 $ 1,049,169,616 $ 1,047,791,020

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
EIGHT MONTH YEARS ENDED JULY 31, OCTOBER 3, 1990
PERIOD (COMMENCEME
ENDED NT
MARCH 31, OF OPERATIONS) T
O
JULY 31,

1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

Income from Investment Operations .033 .032 .031 .045 .055
Net interest income

Less Distributions (.033) (.032) (.031) (.045) (.055)
From net interest income

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

TOTAL RETURN B 3.38% 3.27% 3.10% 4.64% 5.63%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 1,266,285 $ 1,049,170 $ 1,047,791 $ 1,197,559 $ 705,543

Ratio of expenses to average net assets .20% .20% .20% .20% .03%
A A

Ratio of expenses to average net assets before .42% .42% .42% .42% .42%
expense reductions A A

Ratio of net interest income to average
net assets 5.02% 3.22% 3.05% 4.43% 6.34%
A A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. TOTAL
RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING
THE PERIODS SHOWN. SEE NOTE 5 OF NOTES TO THE FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
For the period ended March 31, 1995

1. SIGNIFICANT ACCOUNTING POLICIES.
U.S. Treasury, U.S. Treasury II, U.S. Government, Domestic Money Market and
Money Market Portfolios are funds of Fidelity Institutional Cash Portfolios
(a trust). Fidelity U.S. Treasury Income Portfolio is a fund of Daily Money
Fund (a trust). Fidelity Institutional Tax-Exempt Cash Portfolios is a fund
of a trust of the same name. Each trust is registered under the Investment
Company Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Delaware business trust and is authorized
to issue an unlimited number of shares. On February 8, 1995, the Trustees
of Fidelity Institutional Tax-Exempt Cash Portfolios and the Trustees of
Fidelity U.S. Treasury Income Portfolio approved a change in the fiscal
year-end of each fund to March 31. Accordingly, the financial statements of
Fidelity Institutional Tax-Exempt Cash Portfolios and Fidelity U.S.
Treasury Income Portfolio are presented as of and for the ten-month and
eight-month periods ended March 31, 1995, respectively.
Each fund of Fidelity Institutional Cash Portfolios currently offers two
classes of shares, Class A and Class B, each of which has equal rights as
to earnings, assets and voting privileges except that each class bears
different distribution and transfer agent expenses and certain registration
fees. Each class has exclusive voting rights with respect to its
distribution plans. As of March 31, 1995, Class B shares were not
operational for the U.S. Treasury fund.
The following summarizes the significant accounting policies of the funds:
SECURITY VALUATION. As permitted under Rule 2a-7 of the 1940 Act, and
certain conditions therein, securities are valued initially at cost and
thereafter assume a constant amortization to maturity of any discount or
premium.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, each fund is not subject to income taxes to
the extent that it distributes all of its taxable income for the fiscal
year. The schedules of investments include information regarding income
taxes under the caption "Income Tax Information."
INTEREST INCOME. Interest income, which includes amortization of premium
and accretion of original issue discount, is accrued as earned. For
Fidelity Institutional Tax-Exempt Cash Portfolios, accretion of market
discount represents unrealized gain until realized at the time of a
security disposition or maturity.
ALLOCATED EARNINGS AND EXPENSES. FIDELITY INSTITUTIONAL CASH PORTFOLIOS:
Interest income, expenses (other than expenses incurred under the
Distribution and Service Plan, Transfer Agent Agreement and certain
registration fees for each class) and realized and unrealized gains or
losses on investments are allocated to each class of shares based upon
their relative net assets.
FIDELITY U.S. TREASURY INCOME PORTFOLIO: Most expenses of the trust can be
directly attributed to a fund. Expenses which cannot be directly attributed
are apportioned between the funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Dividends are declared daily and paid
monthly from net interest income.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
DELAYED DELIVERY TRANSACTIONS. Each fund may purchase or sell securities on
a when-issued or forward commitment basis. Payment and delivery may take
place a month or more after the date of the transaction. The price of the
underlying securities and the date when the securities will be delivered
and paid for are fixed at the time the transaction is negotiated. Each fund
identifies securities as segregated in its custodial records with a value
at least equal to the amount of the purchase commitment.
REPURCHASE AGREEMENTS. The funds of Fidelity Institutional Cash Portfolios,
through their custodian, receive delivery of the underlying securities,
whose market value is required to be at least 102% of the resale price at
the time of purchase. The funds' investment adviser, Fidelity Management &
Research Company (FMR), is responsible for determining that the value of
these underlying securities remains at least equal to the resale price.
REVERSE REPURCHASE AGREEMENTS. Each fund of Fidelity Institutional Cash
Portfolios (except U.S. Treasury II) is permitted to engage in reverse
repurchase agreements for temporary purposes. The U.S. Treasury fund
engaged in reverse repurchase agreements during the period, earning net
interest income of $89,713, which is included in Interest Income on the
Statement of Operations.
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the funds of Fidelity Institutional
Cash Portfolios, along with other affiliated entities of FMR, may transfer
uninvested cash balances into one or more joint trading accounts. These
balances are invested in one or more repurchase agreements that mature in
60 days or less from the date of purchase, and are collateralized by U.S.
Treasury or Federal Agency obligations.
RESTRICTED SECURITIES. The Domestic Money Market and Money Market funds,
and Fidelity Institutional Tax-Exempt Cash Portfolios are permitted to
invest in privately placed restricted securities. These securities may be
resold in transactions exempt from registration or to the public if the
securities are registered. Disposal of these securities may involve
time-consuming negotiations and expense, and prompt sale at an acceptable
price may be difficult. At the end of the period, restricted securities
(excluding 144A issues) amounted to $22,000,000 or 2.8% of net assets for
Domestic Money Market fund, $44,000,000 or 0.8% of net assets for Money
Market fund and $22,500,000 or 1.2% of net assets for Fidelity
Institutional Tax-Exempt Cash Portfolios.
3. JOINT TRADING ACCOUNT.
At the end of the period, the U.S. Treasury, U.S. Treasury II and U.S.
Government funds of Fidelity Institutional Cash Portfolios had 20% or more
of their total investments in repurchase agreements through a joint trading
account. These repurchase agreements were with entities whose
creditworthiness has been reviewed and found satisfactory by FMR. The
repurchase agreements were dated March 31, 1995 and due April 3, 1995. The
maturity values of the joint trading account investments were $529,273,398
at 6.20%, $61,699,018 at 6.23% and $263,319,925 at 6.24% for U.S. Treasury
fund, $3,149,626,170 at 6.20% and $332,298,444 at 6.23% for U.S. Treasury
II fund, and $251,768,919 at 6.24% and $1,001,982,267 at 6.33% for U.S.
Government fund. The investments in repurchase agreements through the joint
trading account are summarized as follows:
<TABLE>
<CAPTION>

<S> <C> <C> <C> <C> <C> <C> <C>
MAXIMUM
AMOUNT AGGREGATE AGGREGATE AGGREGATE
NO. OF WITH ONE PRINCIPAL MATURITY MARKET COUPON MATURITY
DEALERS DEALER AMOUNT OF AMOUNT OF VALUE OF RATES OF DATES OF
OR BANKS OR BANK AGREEMENTS AGREEMENTS COLLATERAL COLLATERAL COLLATERAL
At 6.20% 28 14.5% $ 17,509,591,000 $ 17,518,640,314 $ 17,913,776,926 0%-15.75% 4/6/95-2/15/25
At 6.20% 10 35.6% $ 4,771,000,000 $ 4,773,464,567 $ 4,876,084,071 0%-14.00% 5/15/95-2/15/25
At 6.23% 5 20.4% $ 540,000,000 $ 540,280,375 $ 552,085,587 0%-14.00% 5/15/95-2/15/25
At 6.24% 7 37.2% $ 1,908,426,000 $ 1,909,418,890 $ 1,948,841,061 0%-15.75% 4/6/95-2/15/25
At 6.33% 4 44.4% $ 2,700,000,000 $ 2,701,424,250 $ 2,801,049,764 0%-14.25% 4/5/95-10/1/32
</TABLE>
4. FEES AND OTHER TRANSACTIONS WITH
AFFILIATES.
MANAGEMENT FEE. As each fund's investment adviser, FMR receives a fee that
is computed daily at an annual rate of .20% of average net assets for the
funds of Fidelity Institutional Cash Portfolios and for Fidelity
Institutional Tax-Exempt Cash Portfolios.
For Fidelity U.S. Treasury Income Portfolio, FMR pays all expenses except
the compensation of the non-interested Trustees and certain exceptions such
as interest, taxes, brokerage commissions and extraordinary expenses. FMR
receives a fee that is computed daily at an annual rate of .42% of the
fund's average net assets.
SUB-ADVISER FEE. As each fund's investment sub-adviser, FMR Texas Inc., a
wholly owned subsidiary of FMR, receives a fee from FMR of 50% of the
management fee payable to FMR. The fees are paid prior to any voluntary
expense reimbursements which may be in effect, and after reducing the fee
for any payments by FMR pursuant to each fund's Distribution and Service
Plan.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plans of Fidelity Institutional Cash Portfolios Class B, and in accordance
with Rule 12b-1 of the 1940 Act, each
4. FEES AND OTHER TRANSACTIONS WITH
AFFILIATES - CONTINUED
DISTRIBUTION AND SERVICE PLAN - CONTINUED
Class B fund, except U.S. Government fund, pays Fidelity Distributors
Corporation (FDC), an affiliate of FMR, a distribution and service fee that
is based on an annual rate of up to .32% of its average net assets. U.S.
Government fund pays FDC at an annual rate of up to .25% of its average net
assets. For the period, Class B of the U.S. Treasury II, U.S. Government,
Domestic Money Market and Money Market funds paid FDC $418,917, $331,170,
$52,640,and $812,749, respectively, of which $395,473, $44,728, $52,030 and
$784,046 was paid to securities dealers, banks and other financial
institutions for selling shares and providing shareholder support services
on behalf of Class B of the U.S. Treasury II, U.S. Government, Domestic
Money Market and Money Market funds, respectively.
TRANSFER AGENT FEES. Fidelity Investments Institutional Operations Company
(FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and
shareholder servicing agent for the funds of Fidelity Institutional Cash
Portfolios. United Missouri Bank, N.A. (the Bank) is the custodian and
transfer and shareholder servicing agent for Fidelity Institutional
Tax-Exempt Cash Portfolios. The Bank has entered into a sub-contract with
FIIOC to perform the activities associated with the transfer and
shareholder servicing agent functions for Fidelity Institutional Tax-Exempt
Cash Portfolios. During the period April 1, 1994 to December 31, 1994 for
the funds of Fidelity Institutional Cash Portfolios, and June 1, 1994 to
December 31, 1994 for Fidelity Institutional Tax-Exempt Cash Portfolios,
FIIOC received fees based on the type, size, number of accounts and the
number of transactions made by shareholders. Effective January 1, 1995, the
Board of Trustees approved a revised transfer agent fee contract pursuant
to which FIIOC receives account fees and asset-based fees that vary
according to account size. FIIOC pays for typesetting, printing and mailing
of all shareholder reports, except proxy statements. For the ten-month
period ended March 31, 1995, FIIOC received transfer and shareholder
servicing agent fees amounting to $309,306 for Fidelity Institutional
Tax-Exempt Cash Portfolios.
ACCOUNTING FEES. Fidelity Service Co. (FSC), an affiliate of FMR, maintains
the accounting records for the funds of Fidelity Institutional Cash
Portfolios. The Bank also has a sub-contract with FSC to maintain Fidelity
Institutional Tax-Exempt Cash Portfolios' accounting records. The
accounting fee is based on the level of average net assets for the month
plus out-of-pocket expenses. For the ten month period ended March 31, 1995,
FSC received accounting fees amounting to $237,209 for Fidelity
Institutional Tax-Exempt Cash Portfolios.
5. EXPENSE REDUCTIONS.
FMR voluntarily agreed to reimburse the funds' operating expenses
(excluding interest, taxes, brokerage commissions, extraordinary expenses,
and 12b-1 fees payable by Class B shares of the funds of Fidelity
Institutional Cash Portfolios) above an annual rate of .18% of average net
assets for Fidelity Institutional Cash Portfolios and Fidelity
Institutional Tax-Exempt Cash Portfolios, and .20% of average net assets
for Fidelity U.S. Treasury Income Portfolio. Effective July 1, 1995, the
expense limitation for Fidelity Institutional Cash Portfolios (excluding
the Money Market fund) and Fidelity Institutional Tax-Exempt Cash
Portfolios will increase to .20% of average net assets.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS. For the period, the reimbursement
reduced expenses by $822,285, $3,539,319, $1,936,406, $866,856 and
$3,002,430 for the U.S. Treasury, U.S. Treasury II, U.S. Government,
Domestic Money Market and Money Market funds, respectively.
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS. For the ten-month period
ended March 31, 1995, the reimbursement reduced expenses by $1,429,650.
FIDELITY U.S. TREASURY INCOME PORTFOLIO. For the eight-month period ended
March 31, 1995, the reimbursement reduced expenses by $1,719,806.
6. BENEFICIAL INTEREST.
At the end of the period, certain shareholders were record owners of
approximately 10% or more of the total outstanding shares of the following
funds:
NUMBER OF
FUND SHAREHOLDERS % OWNERSHIP
U.S. Treasury 2 35%
U.S. Treasury II 2 23%
U.S. Government 1 13%
Domestic Money Market 1 26%
Money Market 1 22%
7. SHARE TRANSACTIONS.
Share transactions for both classes of the U.S. Treasury II, U.S.
Government, Domestic Money Market and Money Market funds of Fidelity
Institutional Cash Portfolios at net asset value of $1.00 per share were as
follows:
YEAR ENDED YEAR ENDED
MARCH 31, 1995** MARCH 31,1994*
U.S. TREASURY II CLASS A
Proceeds from sales of shares $ 51,629,761,018 $ 37,652,306,847
Reinvestment of dividends from net
interest income 66,481,161 53,681,583
Shares redeemed (51,559,646,169) (38,743,519,132)
Net increase (decrease) in net assets
and shares resulting from share
transactions $ 136,596,010 $ (1,037,530,702)
U.S. TREASURY II CLASS B*
Proceeds from sales of shares $ 4,121,373,809 $ 11,853,621
Reinvestment of dividends from net
interest income 1,891,594 14,790
Shares redeemed (3,542,818,006) (6,692,877)
Net increase (decrease) in net assets and
shares resulting from share transactions $ 580,447,397 $ 5,175,534
(*) Share transactions for U.S. Treasury
II Class B are for the period October
22, 1993 (commencement of sale of shares) to March 31, 1994.
U.S. GOVERNMENT CLASS A
Proceeds from sales of shares $ 25,831,576,012 $ 33,376,241,019
Reinvestment of dividends from net
interest income 70,455,356 54,284,929
Shares redeemed (26,344,771,188) (35,351,904,003)
Net increase (decrease) in net assets
and shares resulting from share
transactions $ (442,739,820) $ (1,921,378,055)
U.S. GOVERNMENT CLASS B**
Proceeds from sales of shares $ 264,194,203 $ -
Reinvestment of dividends from net
interest income 736,478 -
Shares redeemed (224,408,715) -
Net increase (decrease) in net assets and
shares resulting from share transactions $ 40,521,966 $ -
(**) Share transactions for U.S. Government
Class B are for the period April 4, 1994
(commencement of sale of shares) to
March 31, 1995.
DOMESTIC MONEY MARKET CLASS A
Proceeds from sales of shares $ 7,602,650,013 $ 6,042,925,540
Reinvestment of dividends from net
interest income 11,742,701 6,177,168
Shares redeemed (7,499,385,324) (6,196,482,006)
Net increase (decrease) in net assets and
shares resulting from share transactions $ 115,007,390 $ (147,379,298)
DOMESTIC MONEY MARKET CLASS B**
Proceeds from sales of shares $ 273,550,017 $ -
Reinvestment of dividends from net
interest income 779,088 -
Shares redeemed (247,781,428) -
Net increase (decrease) in net assets and
shares resulting from share transactions $ 26,547,677 $ -
(**) Share transactions for Domestic Money
Market Class B are for the period July 19,
1994 (commencement of sale of shares) to
March 31, 1995.
MONEY MARKET CLASS A
Proceeds from sales of shares $ 46,997,530,563 $ 48,632,985,539
Reinvestment of dividends from net
interest income 141,162,693 59,354,442
Shares redeemed (45,208,411,681) (49,824,192,759)
Net increase (decrease) in net assets
and shares resulting from share
transactions $ 1,930,281,575 $ (1,131,852,778)
MONEY MARKET CLASS B*
Proceeds from sales of shares $ 1,727,673,441 $ 112,664,085
Reinvestment of dividends from net
interest income 10,646,994 379,584
Shares redeemed (1,370,385,613) (23,548,202)
Net increase (decrease) in net assets and
shares resulting from share transactions $ 367,934,822 $ 89,495,467
(*) Share transactions for Money Market
Class B are for the period November 17,
1993 (commencement of sale of shares)
to March 31, 1994.
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees and Shareholders of Fidelity Institutional Tax-Exempt Cash
Portfolios and
To the Trustees of Daily Money Fund and the Shareholders of Fidelity U.S.
Treasury Income Portfolio:
We have audited the accompanying statements of assets and liabilities,
including the schedules of portfolio investments, the related statements of
operations and changes in net assets, and the financial highlights of
Fidelity Institutional Tax-Exempt Cash Portfolios and Daily Money Fund:
Fidelity U.S. Treasury Income Portfolio as listed on pages 37 to 52 and 53
to 57, respectively, of this annual report. These financial statements and
financial highlights are the responsibility of the Fidelity Institutional
Tax-Exempt Cash Portfolios' and Daily Money Fund: Fidelity U.S. Treasury
Income Portfolio's management. Our responsibility is to express an opinion
on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. Our procedures
included confirmation of securities owned as of March 31, 1995 by
correspondence with the custodians and brokers. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
as of March 31, 1995 and the results of operations, changes in net assets
and the financial highlights for each of the periods indicated on pages 49
to 52 and 54 to 57 of this annual report for Fidelity Institutional
Tax-Exempt Cash Portfolios and Daily Money Fund: Fidelity U.S. Treasury
Income Portfolio, respectively, in conformity with generally accepted
accounting principles.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
April 26, 1995
To the Trustees and Shareholders of Fidelity Institutional Cash Portfolios
In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of the
U.S. Treasury Portfolio, the U.S. Treasury Portfolio II, the U.S.
Government Portfolio, the Domestic Money Market Portfolio and the Money
Market Portfolio (constituting Fidelity Institutional Cash Portfolios,
hereafter referred to as the "Fund") at March 31, 1995, the results of each
of their operations for the year then ended, the changes in each of their
net assets for each of the two years in the period then ended and the
financial highlights for each of the five years in the period then ended,
in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management;
our responsibility is to express an opinion on these financial statements
based on our audits. We conducted our audits of these financial statements
in accordance with generally accepted auditing standards which require that
we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities owned at March 31,
1995 by correspondence with the custodian and brokers, provide a reasonable
basis for the opinion expressed above.
PRICE WATERHOUSE LLP
Dallas, Texas
May 4, 1995

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, PRESIDENT
J. Gary Burkhead, SENIOR VICE PRESIDENT
Leland Barron, VICE PRESIDENT
Fred L. Henning, Jr., VICE PRESIDENT
Burnell Stehman, VICE PRESIDENT
John Todd, VICE PRESIDENT
Sarah H. Zenoble, VICE PRESIDENT
Arthur S. Loring, SECRETARY
Stephen P. Jonas, TREASURER
Thomas D. Maher, ASSISTANT VICE PRESIDENT
Michael D. Conway, ASSISTANT TREASURER
John H. Costello, ASSISTANT TREASURER
Leonard M. Rush, ASSISTANT TREASURER
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox
Phyllis Burke Davis
Richard J. Flynn
Edward C. Johnson 3d
E. Bradley Jones
Donald J. Kirk
Peter S. Lynch
Edward H. Malone
Marvin L. Mann
Gerald C. McDonough
Thomas R. Williams
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND
SHAREHOLDER
SERVICING AGENT
Fidelity Investments Institutional Operations Company
Boston, MA
United Missouri Bank, N.A.
Kansas City, MO
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS
CUSTODIANS
Morgan Guaranty Trust Company of New York
New York, NY
FIDELITY INSTITUTIONAL CASH PORTFOLIOS:
U.S. TREASURY, U.S. GOVERNMENT, DOMESTIC MONEY MARKET
AND MONEY MARKET
DAILY MONEY FUND: FIDELITY U.S. TREASURY INCOME PORTFOLIO
Bank of New York
New York, NY
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: U.S. TREASURY II
United Missouri Bank, N.A.
Kansas City, MO
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS

FIDELITY INSTITUTIONAL MONEY MARKET FUNDS
ANNUAL REPORT DATED MARCH 31, 1995
FIDELITY INSTITUTIONAL CASH PORTFOLIOS
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS
DAILY MONEY FUND: FIDELITY U.S. TREASURY INCOME
PORTFOLIO
THE FOLLOWING REPLACES THE TOTAL RETURN INFORMATION FOR CLASS B SHARES
OF FIDELITY INSTITUTIONAL CASH PORTFOLIOS: U.S. GOVERNMENT PORTFOLIO
FOUND ON PAGE 19.

TOTAL RETURNB . . . . . . . . . . . . . . . . . . . . . . .
4.57%

THE FOLLOWING REPLACES THE TOTAL RETURN INFORMATION FOR CLASS B SHARES
OF FIDELITY INSTITUTIONAL CASH PORTFOLIOS: DOMESTIC MONEY MARKET
PORTFOLIO FOUND ON PAGE 27.

TOTAL RETURNB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.51%
FIMM-STK-95A-1 March 31, 1995
FIDELITY INSTITUTIONAL MONEY MARKET FUNDS
ANNUAL REPORT DATED MARCH 31, 1995
FIDELITY INSTITUTIONAL CASH PORTFOLIOS
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS
DAILY MONEY FUND: FIDELITY U.S. TREASURY INCOME
PORTFOLIO
THE FOLLOWING REPLACES THE TOTAL RETURN INFORMATION FOR CLASS B SHARES
OF FIDELITY INSTITUTIONAL CASH PORTFOLIOS: U.S. GOVERNMENT PORTFOLIO
FOUND ON PAGE 19.

TOTAL RETURNB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.57%

THE FOLLOWING REPLACES THE TOTAL RETURN INFORMATION FOR CLASS B SHARES
OF FIDELITY INSTITUTIONAL CASH PORTFOLIOS: DOMESTIC MONEY MARKET
PORTFOLIO FOUND ON PAGE 27.

TOTAL RETURNB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.57%

THE FOLLOWING REPLACES THE TOTAL RETURN INFORMATION FOR CLASS B SHARES
OF FIDELITY INSTITUTIONAL CASH PORTFOLIOS: DOMESTIC MONEY MARKET
PORTFOLIO FOUND ON PAGE 27.

TOTAL RETURNB . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . .
4.57%

THE FOLLOWING REPLACES THE TOTAL RETURN INFORMATION FOR CLASS B SHARES
OF FIDELITY INSTITUTIONAL CASH PORTFOLIOS: DOMESTIC MONEY MARKET
PORTFOLIO FOUND ON PAGE 27.

TOTAL RETURNB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.51%
FIMM-STK-95A-1 March 31, 1995

(registered trademark)
FIDELITY
INSTITUTIONAL
MONEY MARKET
FUNDS

SEMIANNUAL REPORT
SEPTEMBER 30, 1995
FIMM-SANN-1195
4370
CONTENTS

SCHEDULES OF INVESTMENTS & FINANCIAL STATEMENTS

FIDELITY INSTITUTIONAL CASH PORTFOLIOS:

TREASURY 3

TREASURY II 8

GOVERNMENT 14

DOMESTIC 20

MONEY MARKET 28

FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS: TAX-EXEMPT 38

DAILY MONEY FUND:

TREASURY ONLY 52

NOTES TO THE FINANCIAL STATEMENTS 57

PROXY VOTING RESULTS:
FIDELITY INSTITUTIONAL CASH PORTFOLIOS - TREASURY 63

THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL INFORMATION OF THE SHAREHOLDERS OF THE
FUNDS. THIS REPORT IS NOT AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE
INVESTORS IN THE FUNDS UNLESS PRECEDED OR ACCOMPANIED BY
AN EFFECTIVE PROSPECTUS.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
ANY DEPOSITORY INSTITUTION.
SHARES ARE NOT INSURED BY THE FDIC, THE FEDERAL RESERVE BOARD OR ANY OTHER
AGENCY, AND ARE SUBJECT
TO INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
NEITHER THE FUNDS NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES,
CALL 1-800-843-3001 FOR A FREE PROSPECTUS. READ
IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY

INVESTMENTS SEPTEMBER 30, 1995 (UNAUDITED)
Showing Percentage of Total Value of Investments

U.S. TREASURY OBLIGATIONS - 18.3%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
U.S. TREASURY NOTES - 18.3%
1/31/96 5.71% $ 24,000,000 $ 23,854,090
1/31/96 5.90 10,000,000 9,933,432
2/15/96 5.84 11,000,000 11,071,434
2/15/96 5.88 3,000,000 2,984,607
2/15/96 6.18 20,000,000 19,877,468
2/15/96 6.21 23,000,000 22,859,104
2/29/96 5.60 9,000,000 8,958,307
4/15/96 5.51 13,000,000 13,245,457
4/30/96 5.58 27,000,000 27,278,250
4/30/96 5.63 28,000,000 27,953,625
4/30/96 5.65 26,000,000 25,955,239
TOTAL U.S. TREASURY OBLIGATIONS 193,971,013
MEDIUM-TERM NOTES (A) (B) - 1.2%
EXPORT-IMPORT BANK, U.S. (AS GUARANTOR FOR K.A. LEASING, LTD.)
10/15/95 5.81 13,304,623 13,304,623
REPURCHASE AGREEMENTS - 80.5%
MATURITY
AMOUNT
With Harris Government Securities, Inc.:
At 6.47%, dated 9/29/95 due 10/2/95:
U.S. Treasury Obligations
(principal amount $235,604,000)
11/15/09 $ 165,088,962 165,000,000
In a joint trading account
(U.S. Treasury Obligations)
dated 9/29/95, due 10/2/95
(Notes 2 and 3):
At 6.46% 412,221,685 412,000,000
At 6.47% 161,747,225 161,660,000
At 6.49% 114,822,031 114,760,000
TOTAL REPURCHASE AGREEMENTS 853,420,000
TOTAL INVESTMENTS - 100% $ 1,060,695,636
Total Cost for Income Tax Purposes $ 1,060,695,636

LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due date on these types of
securities reflects the next interest rate reset date or, when applicable,
the final maturity date.
(b) Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on the holding is as follows:
ACQUISITION ACQUISITION
SECURITY DATE COST
Export-Import Bank, U.S.
(as guarantor for
K.A. Leasing, Ltd.) 2/25/94 $ 19,000,000
INCOME TAX INFORMATION
At March 31, 1995 the fund had a capital loss carryforward of approximately
$512,000 of which $29,000, 109,000, $122,000, $95,000 and $157,000 will
expire on March 31, 1996, 1997, 1999, 2002 and 2003, respectively.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
SEPTEMBER 30, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $853,420,000) - $ 1,060,695,636
See accompanying schedule

Interest receivable 3,721,935

Receivable from investment adviser for expense reductions 43,809

TOTAL ASSETS 1,064,461,380

LIABILITIES

Share transactions in process $ 268,375

Distributions payable 2,303,219

Accrued management fee 178,026

Other payables and accrued expenses 97,035

TOTAL LIABILITIES 2,846,655

NET ASSETS $ 1,061,614,725

Net Assets consist of:

Paid in capital $ 1,062,125,974

Accumulated net realized gain (loss) on investments (511,249)

NET ASSETS, for 1,062,118,386 shares outstanding $ 1,061,614,725

NET ASSET VALUE, offering price and redemption price per share $1.00
($1,061,614,725 (divided by) 1,062,118,386 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED SEPTEMBER 30, 1995 (UNAUDITED)

INTEREST INCOME $ 32,525,239

EXPENSES

Management fee $ 1,084,491

Transfer agent fees 67,627

Accounting fees and expenses 68,816

Custodian fees and expenses 15,434

Registration fees 44,485

Audit 15,457

Legal 3,344

Reports to shareholders 3,990

Miscellaneous 2,204

Total expenses before reductions 1,305,848

Expense reductions (277,978) 1,027,870

NET INTEREST INCOME 31,497,369

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 31,497,369

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS YEAR
ENDED ENDED
SEPTEMBER 30, 199 MARCH 31,
5 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 31,497,369 $ 61,187,012
Net interest income

Net realized gain (loss) - (156,575)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 31,497,369 61,030,437

Distributions to shareholders from net interest income (31,497,369) (61,187,012)

Share transactions at net asset value of $1.00 per share 2,713,012,671 6,383,701,214
Proceeds from sales of shares

Reinvestment of distributions from net interest income 16,784,127 34,822,237

Cost of shares redeemed (2,865,903,540) (6,832,522,666)

(136,106,742) (413,999,215)
NET INCREASE (DECREASE) IN NET ASSETS AND SHARES RESULTING FROM SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) IN NET ASSETS (136,106,742) (414,155,790)

NET ASSETS

Beginning of period 1,197,721,467 1,611,877,257

End of period $ 1,061,614,725 $ 1,197,721,467

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS YEARS ENDED MARCH 31,
ENDED
SEPTEMBER 30,
1995

(UNAUDITED) 1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

Income from Investment Operations .029 .047 .030 .035 .053 .076
Net interest income

Less Distributions (.029) (.047) (.030) (.035) (.053) (.076)
From net interest income

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

TOTAL RETURN B 2.95% 4.79% 3.08% 3.51% 5.48% 7.89%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000
omitted) $ 1,061,615 $ 1,197,721 $ 1,611,877 $ 2,036,806 $ 2,629,072 $ 1,782,957

Ratio of expenses to average net .19% .18% .18% .18% .18% .18%
assets A

Ratio of expenses to average net .24% .24% .23% .23% .25% .24%
assets A
before expense reductions

Ratio of net interest income to
average 5.81% 4.63% 3.03% 3.46% 5.29% 7.57%
A
net assets

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN. SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY II

INVESTMENTS SEPTEMBER 30, 1995 (UNAUDITED)
Showing Percentage of Total Value of Investments

U.S. TREASURY OBLIGATIONS - 16.3%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
U.S. TREASURY NOTES
1/31/96 5.71% $ 143,000,000 $ 142,130,617
1/31/96 5.90 45,000,000 44,700,446
2/15/96 5.49 36,000,000 35,862,152
2/15/96 5.83 42,000,000 42,273,307
2/15/96 5.88 18,000,000 17,907,640
2/15/96 6.18 90,000,000 89,448,604
2/15/96 6.21 120,000,000 119,264,891
2/29/96 5.60 43,000,000 42,800,800
4/15/96 5.51 61,000,000 62,151,758
4/30/96 5.58 96,000,000 96,989,333
4/30/96 5.63 127,000,000 126,789,656
4/30/96 5.65 121,000,000 120,791,692
TOTAL U.S. TREASURY OBLIGATIONS 941,110,896
REPURCHASE AGREEMENTS - 83.7%
MATURITY
AMOUNT
With Daiwa Securities Co., Ltd.:
At 6.48%, dated 9/29/95 due 10/2/95:
U.S. Treasury Obligations
(principal amount $122,400,463 )
0% to 9.25%
10/12/95 to 2/15/23 $ 120,064,800 120,000,000
With Donaldson, Lufkin &
Jenrette Securities Corp.:
At 6.50%, dated 9/29/95 due 10/2/95:
U.S. Treasury Obligations
(principal amount $112,20,316 )
7.875% to 9.125%
4/15/98 to 5/15/99 110,059,583 110,000,000
With Goldman Sachs & Co.:
At 6.48%, dated 9/29/95 due
10/2/95:
U.S. Treasury Obligations
(principal amount $116,687,597 )
6.25% to 7.25%
2/15/03 to 5/15/04 114,460,775 114,399,000
With Morgan Stanley & Co., Inc.:
At 6.50%, dated 9/29/95 due
10/2/95:
U.S. Treasury Obligations
(principal amount $15,501,204 )
4.375% to 14%
8/15/96 to 11/15/11 15,008,125 15,000,000
REPURCHASE AGREEMENTS - CONTINUED
MATURITY VALUE
AMOUNT (NOTE 1)
With Nomura Securities
International, Inc.:
At 6.50%, dated 9/29/95 due 10/2/95:
U.S. Treasury Obligations
(principal amount $102,000,531)
0% to 9.25%
7/25/96 to 2/15/01 $ 100,054,167 $ 100,000,000
With Shearson Lehman
Government Securities:
At 6.45%, dated 9/29/95 due
10/2/95:
U.S. Treasury Obligations
(principal amount $122,400,280 )
6.25% to 7.50%
8/15/23 to 11/15/24 120,064,500 120,000,000
In a joint trading account
(U.S. Treasury Obligations)
dated 9/29/95, due 10/2/95
(Notes 2 and 3):
At 6.47% 306,774,433 306,609,000
At 6.47% 3,961,133,891 3,959,000,000
TOTAL REPURCHASE AGREEMENTS 4,845,008,000
TOTAL INVESTMENTS - 100% $ 5,786,118,896
Total Cost for Income Tax Purposes $ 5,786,118,896

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
SEPTEMBER 30, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $4,845,008,000) - $ 5,786,118,896
See accompanying schedule

Interest receivable 16,567,141

Receivable from investment adviser for expense reductions 168,000

TOTAL ASSETS 5,802,854,037

LIABILITIES

Payable to custodian bank $ 17,430

Share transactions in process 522,152

Distributions payable 18,069,037

Accrued management fee 921,723

Other payables and accrued expenses 523,385

TOTAL LIABILITIES 20,053,727

NET ASSETS $ 5,782,800,310

Net Assets consist of:

Paid in capital $ 5,783,401,767

Accumulated net realized gain (loss) on investments (601,457)

NET ASSETS $ 5,782,800,310

CLASS A: $1.00
NET ASSET VALUE, offering price and redemption price per share
($4,848,890,453 (divided by) 4,849,279,879 shares)

CLASS B: $1.00
NET ASSET VALUE, offering price and redemption price per share
($933,909,857 (divided by) 933,984,863 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED SEPTEMBER 30, 1995 (UNAUDITED)

INTEREST INCOME $ 158,853,849

EXPENSES

Management fee $ 5,293,022

Transfer agent fees 616,121
Class A

Class B 71,114

Distribution fees - Class B 802,056

Accounting fees and expenses 223,536

Non-interested trustees' compensation 883

Custodian fees and expenses 38,907

Registration fees - Class B 87,556

Audit 48,209

Legal 12,330

Reports to shareholders 448

Miscellaneous 7,950

Total expenses before reductions 7,202,132

Expense reductions (1,359,131) 5,843,001

NET INTEREST INCOME 153,010,848

NET REALIZED GAIN (LOSS) ON INVESTMENTS 1,032

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 153,011,880

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS YEAR
ENDED ENDED
SEPTEMBER 30, 199 MARCH 31,
5 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 153,010,848 $ 204,544,686
Net interest income

Net realized gain (loss) 1,032 (367,507)

153,011,880 204,177,179
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

Distributions to shareholders from:
Net interest income

(137,883,140) (198,121,404)
Class A

(15,127,708) (6,423,282)
Class B

Share transactions - net increase (decrease) at net asset value of $1.00 per share 509,029,861 717,043,407

509,030,893 716,675,900
TOTAL INCREASE (DECREASE) IN NET ASSETS

NET ASSETS

Beginning of period 5,273,769,417 4,557,093,517

End of period $ 5,782,800,310 $ 5,273,769,417

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS A

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS YEARS ENDED MARCH 31,
ENDED
SEPTEMBER 30,
1995

(UNAUDITED) 1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

Income from Investment Operations

Net interest income .029 .047 .030 .034 .053 .076

Less Distributions

From net interest income (.029) (.047) (.030) (.034) (.053) (.076)

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

TOTAL RETURN B 2.94% 4.78 3.06 3.46 5.41 7.87
% % % % %

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000
omitted) $ 4,848,890 $ 4,688,198 $ 4,551,918 $ 5,589,663 $ 5,476,852 $ 3,281,686

Ratio of expenses to average
net assets .19% .18 .18 .18 .18 .18
A % % % % %

Ratio of expenses to average net
assets .24% .25 .24 .23 .25 .25
before expense reductions A % % % % %

Ratio of net interest income
to average 5.81% 4.71 3.01 3.38 5.12 7.50
net assets A % % % % %

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SIX MONTHS YEAR OCTOBER 22, 1993
ENDED ENDED (COMMENCEMENT
SEPTEMBER 30, MARCH 31, OF OPERATIONS) TO
1995 MARCH 31,

(UNAUDITED) 1995 1994

SELECTED PER-SHARE DATA

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

Income from Investment Operations

Net interest income .028 .044 .012

Less Distributions

From net interest income (.028) (.044) (.012)

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

TOTAL RETURN B 2.79% 4.45 1.21%
%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 933,910 $ 585,571 $ 5,175

Ratio of expenses to average net assets .49% .50 .50%
A % A

Ratio of expenses to average net assets before expense reductions .56% .81 .56%
A % A

Ratio of net interest income to average net assets 5.51% 4.91 2.69%
A % A

</TABLE>

INVESTMENTS SEPTEMBER 30, 1995 (UNAUDITED)
Showing Percentage of Total Value of Investments

FEDERAL AGENCIES - 50.6%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
FEDERAL FARM CREDIT BANK - AGENCY COUPONS - 5.0%
10/2/95 5.87% (a) $ 82,000,000 $ 81,963,524
10/2/95 6.01 (a) 94,000,000 93,898,502
11/14/95 5.75 5,000,000 5,003,709
180,865,735
FEDERAL HOME LOAN BANK - AGENCY COUPONS (A) - 11.0%
10/20/95 5.61 50,000,000 49,950,635
10/24/95 5.61 102,000,000 101,900,285
10/2/95 5.77 88,000,000 87,999,532
10/2/95 5.80 93,000,000 92,931,655
10/2/95 6.07 70,000,000 69,987,410
402,769,517
FEDERAL HOME LOAN MORTGAGE CORP. - DISCOUNT NOTES - 0.5%
11/6/95 5.71 7,979,000 7,933,998
11/9/95 5.72 3,979,000 3,954,689
11/16/95 5.72 7,391,000 7,337,735
19,226,422
FEDERAL NATIONAL MORTGAGE ASSOC. - AGENCY COUPONS - 13.2%
10/2/95 5.79 (a) 45,000,000 45,000,000
10/2/95 6.30 (a) 190,000,000 190,000,000
10/4/95 5.81 (a) (c) 113,000,000 113,000,000
11/14/95 5.75 47,000,000 47,024,409
3/15/96 5.60 44,000,000 44,000,000
3/15/96 5.70 22,000,000 22,085,580
6/10/96 5.65 21,765,000 21,754,923
482,864,912
FEDERAL NATIONAL MORTGAGE ASSOC. - DISCOUNT NOTES - 15.7%
10/6/95 5.84 46,000,000 45,963,264
10/10/95 6.17 82,000,000 65,901,330
10/20/95 6.08 105,000,000 104,673,042
11/2/95 6.12 84,000,000 83,557,227
11/8/95 5.72 8,405,000 8,354,962
11/13/95 5.72 15,000,000 14,898,950
11/15/95 5.69 28,040,000 27,843,369
11/15/95 5.72 19,650,000 19,511,467
11/17/95 5.71 32,885,000 32,643,286
11/21/95 5.73 10,000,000 9,920,100
2/1/96 5.69 28,000,000 27,473,833
2/21/96 5.76 42,000,000 41,067,401
3/15/96 5.71 94,000,000 91,624,725
573,432,956
STUDENT LOAN MARKETING ASSOC. - AGENCY COUPONS (A) - 4.7%
10/3/95 5.51 170,000,000 170,000,000
TENNESSEE VALLEY AUTHORITY - DISCOUNT NOTES - 0.5%
3/4/96 5.68 17,500,000 17,394,468
TOTAL FEDERAL AGENCIES 1,846,554,010
U.S. TREASURY OBLIGATIONS - 6.6%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
U.S. TREASURY NOTES
4/30/96 5.58% $ 63,000,000 $ 63,649,250
4/30/96 5.59 126,000,000 127,284,232
4/30/96 5.61 50,000,000 50,507,896
TOTAL U.S. TREASURY OBLIGATIONS 241,441,378
MEDIUM-TERM NOTES (A) (B) - 0.8%
Export-Import Bank, U.S. (as guarantor for K.A. Leasing, Ltd.)
10/15/95 5.77 30,253,698 30,253,698
REPURCHASE AGREEMENTS - 42.0%
MATURITY
AMOUNT
In a joint trading account
(Notes 2 and 3):
(U.S. Treasury Obligations)
dated 9/29/95, due 10/2/95
At 6.49% $ 268,362,979 268,218,000
(U.S. Government Obligations)
dated 9/29/95, due 10/2/95
At 6.59% 1,265,252,198 1,264,558,000
TOTAL REPURCHASE AGREEMENTS 1,532,776,000
TOTAL INVESTMENTS - 100% $ 3,651,025,086
Total Cost for Income Tax Purposes $ 3,651,025,086
LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due date on these types of
securities reflects the next interest rate reset date or, when applicable,
the final maturity date.
(b) Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on the holding is as follows:
ACQUISITION ACQUISITION
SECURITY DATE COST
Export-Import Bank, U.S.
(as guarantor for
K.A. Leasing, Ltd.) 2/25/94 $ 31,783,929
(c) Security purchased on a delayed delivery basis (see Note 2 of Notes to
Financial Statements).
INCOME TAX INFORMATION
At March 31, 1995, the fund had a capital loss carryforward of
approximately $1,028,000 of which $40,000, $243,000 and $745,000 will
expire on March, 31, 2001, 2002 and 2003, respectively.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: GOVERNMENT

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
SEPTEMBER 30, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $1,532,776,000) - $ 3,651,025,086
See accompanying schedule

Interest receivable 17,741,014

Receivable from investment adviser for expense reductions 151,544

TOTAL ASSETS 3,668,917,644

LIABILITIES

Payable for investments purchased

Regular delivery $ 22,154,874

Delayed delivery 113,000,000

Distributions payable 9,075,613

Accrued management fee 565,872

Other payables and accrued expenses 273,347

TOTAL LIABILITIES 145,069,706

NET ASSETS $ 3,523,847,938

Net Assets consist of:

Paid in capital $ 3,524,887,704

Accumulated net realized gain (loss) on investments (1,039,766)

NET ASSETS $ 3,523,847,938

CLASS A: $1.00
NET ASSET VALUE, offering price and redemption price per share
($3,474,689,655 (divided by) 3,475,218,506 shares)

CLASS B: $1.00
NET ASSET VALUE, offering price and redemption price per share
($49,158,283 (divided by) 49,165,766 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED SEPTEMBER 30, 1995 (UNAUDITED)

INTEREST INCOME $ 105,060,804

EXPENSES

Management fee $ 3,469,109

Transfer agent fees 427,997
Class A

Class B 8,196

Distribution fees - Class B 52,709

Accounting fees and expenses 155,156

Non-interested trustees' compensation 13,905

Custodian fees and expenses 19,700

Registration fees - Class A 26,213

Registration fees - Class B 43,262

Audit 37,732

Legal 9,457

Miscellaneous 6,643

Total expenses before reductions 4,270,079

Expense reductions (918,501) 3,351,578

NET INTEREST INCOME 101,709,226

NET REALIZED GAIN (LOSS) ON INVESTMENTS (11,398)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 101,697,828

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS YEAR
ENDED ENDED
SEPTEMBER 30, 199 MARCH 31,
5 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 101,709,226 $ 159,242,973
Net interest income

Net realized gain (loss) (11,398) (745,189)

101,697,828 158,497,784
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

Distributions to shareholders from:
Net interest income

(100,290,365) (158,291,994)
Class A

(1,418,861) (950,979)
Class B

Share transactions - net increase (decrease) at net asset value of $1.00 per share 162,278,169 (402,217,854)

162,266,771 (402,963,043)
TOTAL INCREASE (DECREASE) IN NET ASSETS

NET ASSETS

Beginning of period 3,361,581,167 3,764,544,210

End of period $ 3,523,847,938 $ 3,361,581,167

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS A

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS YEARS ENDED MARCH 31,
ENDED
SEPTEMBER 30,
1995

(UNAUDITED) 1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

Income from Investment Operations

Net interest income .029 .048 .031 .035 .054 .077

Less Distributions

From net interest income (.029) (.048) (.031) (.035) (.054) (.077)

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

TOTAL RETURN B 2.97% 4.86 3.13 3.56 5.55 7.94
% % % % %

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period
(000 omitted) $ 3,474,690 $ 3,321,066 $ 3,764,544 $ 5,686,166 $ 4,603,781 $ 3,613,838

Ratio of expenses to average net
assets .19% .18 .18 .18 .18 .18
A % % % % %

Ratio of expenses to average net
assets .24% .24 .24 .24 .25 .25
before expense reductions A % % % % %

Ratio of net interest income to
average 5.86% 4.77 3.07 3.50 5.33 7.62
net assets A % % % % %

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS APRIL 4, 1994
ENDED (COMMENCEME
SEPTEMBER 30, NT
1995 OF OPERATIONS) T
O
MARCH 31,

(UNAUDITED) 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 1.000 $ 1.000

Income from Investment Operations

Net interest income .028 .045

Less Distributions

From net interest income (.028) (.045)

Net asset value, end of period $ 1.000 $ 1.000

TOTAL RETURN B 2.84% 4.57%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 49,158 $ 40,516

Ratio of expenses to average net assets .44% .43%A
A

Ratio of expenses to average net assets before expense reductions .71% .66%A
A

Ratio of net interest income to average net assets 6.72% 5.13%A
A

</TABLE>

INVESTMENTS SEPTEMBER 30, 1995 (UNAUDITED)
Showing Percentage of Total Value of Investments

BANKERS' ACCEPTANCES - 3.4%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Chemical Bank
10/5/95 6.34% $ 1,028,100 $ 1,027,396
11/15/95 5.78 1,400,000 1,390,025
11/20/95 5.78 5,229,260 5,187,862
12/6/95 5.79 250,000 247,406
12/20/95 5.80 250,000 246,856
2/7/96 5.94 274,515 268,829
3/1/96 5.83 5,720,281 5,583,337
3/26/96 5.72 1,721,522 1,673,380
CoreStates Bank of Delaware, N.A.
11/6/95 5.92 2,300,000 2,286,729
11/14/95 5.93 1,100,000 1,092,243
NationsBank Corp.
10/2/95 5.76 2,500,000 2,499,603
Republic New York Corp.
11/13/95 5.70 3,000,000 2,979,933
3/7/96 5.70 5,100,000 4,975,773
TOTAL BANKERS' ACCEPTANCES 29,459,372
CERTIFICATES OF DEPOSIT - 0.6%

Old Kent Bank & Trust Co.
10/31/95 6.20 5,000,000 5,000,000
COMMERCIAL PAPER - 52.6%

AVCO Financial Services, Inc.
12/18/95 5.76 10,000,000 9,877,150
American Home Food Products, Inc.
11/3/95 5.81 4,500,000 4,476,281
American Home Products
11/15/95 5.81 10,000,000 9,928,125
American Telephone & Telegraph Co.
10/30/95 5.96 19,000,000 18,911,075
11/30/95 5.72 15,000,000 14,859,750
12/8/95 5.72 10,000,000 9,894,600
Associates Corp. of North America
12/4/95 5.77 5,000,000 4,949,422
Banc One Corp.
10/18/95 5.73 4,000,000 3,989,328
Bear Stearns Cos., Inc.
10/5/95 5.78 10,000,000 9,993,633
CIESCO, L.P.
10/20/95 5.73 7,200,000 7,178,530
10/27/95 5.74 15,000,000 14,938,792
COMMERCIAL PAPER - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
CIT Group Holdings, Inc.
10/2/95 5.90% (a) $ 10,000,000 $ 9,991,441
11/20/95 5.77 6,000,000 5,952,500
Chrysler Financial Corporation
10/16/95 5.85 5,000,000 4,987,875
10/26/95 5.89 4,000,000 3,983,833
11/6/95 5.85 3,000,000 2,982,645
11/13/95 5.87 2,000,000 1,986,145
11/13/95 5.94 2,000,000 1,986,025
Commercial Credit Co.
11/16/95 5.72 10,000,000 9,927,550
CoreStates Capital Corp.
10/6/95 5.83 (a) 15,000,000 15,000,000
10/15/95 5.83 (a) 2,000,000 2,000,000
Corporate Asset Funding Co., Inc.
10/11/95 5.78 5,000,000 4,992,083
11/2/95 5.77 10,000,000 9,949,334
11/10/95 5.71 10,000,000 9,937,000
du Pont (E.I.) de Nemours & Co.
12/5/95 5.72 10,000,000 9,898,167
Enterprise Funding Corp.
11/2/95 5.88 7,057,000 7,020,304
Fleet Funding Corporation
10/3/95 5.87 1,981,000 1,980,356
Ford Motor Credit Corp.
10/12/95 5.76 10,000,000 9,982,584
10/16/95 5.75 5,000,000 4,988,187
10/26/95 5.86 5,000,000 4,980,139
11/1/95 6.09 5,000,000 4,974,511
GTE Corp.
10/4/95 5.86 4,885,000 4,882,618
General Electric Capital Corp.
10/3/95 5.76 10,000,000 9,996,834
10/4/95 5.76 10,000,000 9,995,250
11/7/95 5.78 10,000,000 9,941,211
12/20/95 5.80 2,000,000 1,974,578
General Motors Acceptance Corp.
10/30/95 5.84 10,000,000 9,953,600
11/21/95 5.89 5,000,000 4,958,916
11/22/95 5.89 5,000,000 4,958,111
Goldman Sachs Group, L.P. (The)
12/19/95 5.74 5,000,000 4,938,007
Hewlett-Packard Co.
10/10/95 5.72 17,000,000 16,976,000
Morgan (J.P.) & Co.
12/20/95 5.73 10,000,000 9,875,778
Morgan Stanley Group, Inc.
12/14/95 5.76 5,000,000 4,941,622
5/16/96 5.95 5,000,000 4,819,595
COMMERCIAL PAPER - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
NationsBank Corp.
10/17/95 5.72% $ 7,000,000 $ 6,982,453
New Center Asset Trust
11/8/95 5.84 10,000,000 9,938,778
PHH Corp.
10/2/95 5.88 (a) 6,000,000 5,999,400
10/23/95 5.81 (a) 3,000,000 2,998,964
Pepsico
10/31/95 5.74 1,000,000 995,291
Pitney Bowes Inc.
10/5/95 5.75 8,000,000 7,994,933
Preferred Receivables Funding Corp.
11/1/95 5.80 32,000,000 31,841,004
11/29/95 5.77 10,000,000 9,906,419
Prudential Funding Corp.
11/15/95 5.78 22,000,000 21,843,525
Sears Roebuck Acceptance Corp.
10/25/95 5.80 5,000,000 4,980,833
Transamerica Finance Corp.
11/8/95 5.75 10,000,000 9,939,834
USAA Capital Corp.
11/14/95 5.71 5,000,000 4,965,472
Whirlpool Corp.
10/6/95 5.81 3,000,000 2,997,596
TOTAL COMMERCIAL PAPER 456,093,987
FEDERAL AGENCIES - 8.9%
FEDERAL HOME LOAN BANK - AGENCY COUPONS (a) - 0.6%
10/20/95 5.71 5,000,000 4,995,063
FEDERAL HOME LOAN MORTGAGE CORP. - DISCOUNT NOTES - 2.3%
11/15/95 5.73 10,000,000 9,929,375
2/9/96 5.64 9,875,000 9,677,363
19,606,738
FEDERAL NATIONAL MORTGAGE ASSOC. - AGENCY COUPONS (a)- 1.1%
10/15/95 5.78 10,000,000 9,994,416
FEDERAL NATIONAL MORTGAGE ASSOC. - DISCOUNT NOTES - 3.7%
10/27/95 5.69 25,000,000 24,898,889
3/6/96 5.64 2,105,000 2,054,601
3/13/96 5.62 5,000,000 4,875,634
31,829,124
STUDENT LOAN MARKETING ASSOC. - AGENCY COUPONS (a)- 1.2%
10/3/95 5.51 10,000,000 10,000,000
TOTAL FEDERAL AGENCIES 76,425,341
BANK NOTES - 17.3%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Bank of America - Illinois
10/19/95 5.76% $ 5,000,000 $ 5,000,000
Bank of America National Trust & Savings Assoc.
10/2/95 5.81 (a) 5,000,000 4,997,080
10/20/95 5.75 15,000,000 14,999,993
10/27/95 5.76 5,000,000 4,999,960
Boatmen's First National Bank of Kansas City
10/2/95 5.84 (a) 6,000,000 6,000,000
Boatmen's National Bank of St. Louis
10/15/95 5.86 (a) 7,000,000 6,999,056
Comerica Bank - Detroit
10/3/95 5.46 (a) 1,300,000 1,299,822
12/1/95 5.80 (a) 5,000,000 4,996,300
Fifth Third Bank - Cincinnati
10/27/95 6.07 10,000,000 10,000,880
First Bank N.A. - Minnesota
10/6/95 5.82 10,000,000 9,999,972
10/10/95 5.78 16,000,000 15,999,921
First Union National Bank of North Carolina
10/31/95 6.24 5,000,000 5,000,000
11/13/95 5.75 5,000,000 5,000,000
Harris Trust & Savings Bank, Chicago
10/31/95 5.73 5,000,000 5,000,000
Household Bank, N.A.
11/15/95 5.78 5,000,000 5,000,000
Huntington National Bank
11/2/95 6.26 10,000,000 9,999,905
NBD Bank, N.A.
1/31/96 5.73 5,000,000 4,971,117
NationsBank of Georgia
10/27/95 6.25 10,000,000 10,000,000
11/20/95 6.08 10,000,000 10,000,000
Wachovia Bank of North Carolina, N.A.
10/31/95 5.75 10,000,000 9,999,812
TOTAL BANK NOTES 150,263,818
MASTER NOTES (A) - 2.5%

J.P. Morgan Securities
10/2/95 6.70 12,000,000 12,000,000
Morgan Stanley Group, Inc.
10/2/95 5.88 4,000,000 4,000,000
Norwest Corp.
10/2/95 5.90 6,000,000 6,000,000
TOTAL MASTER NOTES 22,000,000
MEDIUM-TERM NOTES (A) - 4.3%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Beneficial Corp.
9/27/96 5.84% $ 6,000,000 $ 5,997,124
General Motors Acceptance Corp.
11/7/95 5.95 (a) 6,000,000 6,000,000
Goldman Sachs Group, L.P. (The) (b)
12/15/95 5.74 7,500,000 7,500,000
3/1/96 5.88 8,000,000 8,000,000
John Deere Capital Corp.
10/18/95 5.80 3,000,000 3,000,000
Norwest Corp.
12/10/95 5.88 7,000,000 7,000,000
TOTAL MEDIUM-TERM NOTES 37,497,124
SHORT-TERM NOTES (A) (C)- 3.6%

CSA Funding - C
10/6/95 5.83 10,000,000 10,000,000
SMM Trust Company (1994-D)
10/27/95 5.90 2,000,000 2,000,000
SMM Trust Company (1995-B)
10/2/95 5.90 2,000,000 2,000,000
SMM Trust Company (1995-I)
10/18/95 5.92 2,000,000 1,999,617
SMM Trust Company (1995-J)
10/15/95 5.86 15,000,000 15,000,000
TOTAL SHORT-TERM NOTES 30,999,617
REPURCHASE AGREEMENTS - 6.8%
MATURITY
AMOUNT
In a joint trading account
(U.S. Treasury Obligations)
dated 9/29/95, due 10/2/95:
At 6.49% $ 59,348,062 59,316,000
TOTAL INVESTMENTS - 100% $ 867,055,259
Total Cost for Income Tax Purposes $ 867,055,259

LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due date on these types of
securities reflects the next interest rate reset date or, when applicable,
the final maturity date.
(b) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $15,500,000 or 1.8% of net
assets.
(c) Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on each holding is as follows:
ACQUISITION ACQUISITION
SECURITY DATE COST
CSA Funding - C 10/28/93 $ 10,000,000
SMM Trust Company:
(1994-D) 10/28/94 $ 2,000,000
(1995-B) 8/4/95 $ 2,000,000
(1995-I) 5/25/95 $ 1,999,421
(1995-J) 5/16/95 $ 16,000,000
INCOME TAX INFORMATION
At March 31, 1995, the fund had a capital loss carryforward of
approximately $98,000 of which $49,000 and $49,000 will expire on March 31,
2001 and 2003, respectively.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: DOMESTIC

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
SEPTEMBER 30, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $59,316,000) - $ 867,055,259
See accompanying schedule

Cash 11,500

Interest receivable 2,584,605

Receivable from investment adviser for expense reductions 53,452

TOTAL ASSETS 869,704,816

LIABILITIES

Payable for investments purchased $ 1,673,380

Share transactions in process 3,106,203

Distributions payable 2,449,199

Accrued management fee 139,981

Other payables and accrued expenses 89,415

TOTAL LIABILITIES 7,458,178

NET ASSETS $ 862,246,638

Net Assets consist of:

Paid in capital $ 862,340,834

Accumulated net realized gain (loss) on investments (94,196)

NET ASSETS $ 862,246,638

CLASS A: $1.00
NET ASSET VALUE, offering price and redemption price per share
($820,625,748 (divided by) 820,700,520 shares)

CLASS B: $1.00
NET ASSET VALUE, offering price and redemption price per share
($41,620,890 (divided by) 41,624,684 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED SEPTEMBER 30, 1995 (UNAUDITED)

INTEREST INCOME $ 26,173,890

EXPENSES

Management fee $ 862,562

Transfer agent fees 107,835
Class A

Class B 9,046

Distribution fees - Class B 62,766

Accounting fees and expenses 57,485

Non-interested trustees' compensation 826

Custodian fees and expenses 34,224

Registration fees - Class B 23,881

Audit 14,702

Legal 2,962

Reports to shareholders 1,043

Miscellaneous 2,043

Total expenses before reductions 1,179,375

Expense reductions (296,787) 882,588

NET INTEREST INCOME 25,291,302

NET REALIZED GAIN (LOSS) ON INVESTMENTS 3,659

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 25,294,961

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS YEAR
ENDED ENDED
SEPTEMBER 30, 199 MARCH 31,
5 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 25,291,302 $ 47,528,301
Net interest income

Net realized gain (loss) 3,659 (48,831)

25,294,961 47,479,470
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

Distributions to shareholders from:
Net interest income

(24,090,281) (46,688,716)
Class A

(1,201,021) (839,585)
Class B

Share transactions - net increase (decrease) at net asset value of $1.00 per share 63,760,696 141,555,067

63,764,355 141,506,236
TOTAL INCREASE (DECREASE) IN NET ASSETS

NET ASSETS

Beginning of period 798,482,283 656,976,047

End of period $ 862,246,638 $ 798,482,283

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS A

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS YEARS ENDED MARCH 31,
ENDED
SEPTEMBER 30,
1995

(UNAUDITED) 1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

Income from Investment Operations

Net interest income .029 .049 .031 .034 .054 .078

Less Distributions

From net interest income (.029) (.049) (.031) (.034) (.054) (.078)

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

TOTAL RETURN B 2.98% 4.97 3.14 3.50 5.50 8.11
% % % % %

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 820,626 $ 771,937 $ 656,976 $ 804,354 $ 558,727 $ 355,369

Ratio of expenses to average net assets .19% .18 .18 .18 .18 .18
A % % % % %

Ratio of expenses to average net
assets before .25% .27 .26 .26 .29 .30
expense reductions A % % % % %

Ratio of net interest income to average
net assets 5.88% 4.94 3.09 3.43 5.24 7.79
A % % % % %

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS JULY 19, 1994
ENDED (COMMENCEME
SEPTEMBER 30, NT
1995 OF OPERATIONS) T
O
MARCH 31,

(UNAUDITED) 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 1.000 $ 1.000

Income from Investment Operations

Net interest income .028 .035

Less Distributions

From net interest income (.028) (.035)

Net asset value, end of period $ 1.000 $ 1.000

TOTAL RETURN B 2.83% 3.51%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 41,621 $ 26,545

Ratio of expenses to average net assets .48%A .50%A

Ratio of expenses to average net assets before expense reductions .67%A .79%A

Ratio of net interest income to average net assets 5.56%A 5.14%A

</TABLE>

INVESTMENTS SEPTEMBER 30, 1995 (UNAUDITED)
Showing Percentage of Total Value of Investments

CERTIFICATES OF DEPOSIT - 30.9%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
DOMESTIC CERTIFICATES OF DEPOSIT - 1.0%
National Westminster Bank, USA
11/29/95 5.80% $ 19,000,000 $ 19,000,000
12/6/95 5.77 35,000,000 35,000,000
54,000,000
CHICAGO BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 0.9%
ABN-AMRO Bank
10/11/95 6.01 25,000,000 25,000,000
12/26/95 5.80 25,000,000 25,000,000
50,000,000
PORTLAND BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 0.3%
Bank of Nova Scotia
10/27/95 5.75 20,000,000 20,000,000
NEW YORK BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 19.8%
Bank of Montreal
10/30/95 5.75 25,000,000 25,000,000
Bank of Tokyo
10/23/95 5.87 30,000,000 30,000,000
10/25/95 5.94 25,000,000 25,000,000
11/16/95 5.87 30,000,000 30,000,000
Banque Nationale de Paris
11/28/95 5.75 30,000,000 30,000,000
Bayerische Hypotheken-und Weschel
11/8/95 6.00 25,000,000 25,001,946
Bayerische Vereinsbank A.G.
10/31/95 5.75 10,000,000 10,000,000
Canadian Imperial Bank of Commerce
10/23/95 5.75 20,000,000 20,000,000
Commerzbank, Germany
10/10/95 5.85 25,000,000 25,000,000
10/17/95 6.25 25,000,000 25,000,000
Credit Suisse
11/27/95 5.75 50,000,000 50,000,000
Dresdner Bank, A.G.
10/12/95 6.27 10,000,000 10,000,000
12/29/95 6.35 25,000,000 25,045,016
Fuji Bank, Ltd.
10/4/95 5.88 9,000,000 8,999,997
10/13/95 5.95 55,000,000 55,000,365
10/16/95 5.97 10,000,000 10,000,000
Hong Kong & Shanghai Banking Corp.
10/20/95 5.75 50,000,000 50,000,000
Industrial Bank of Japan, Ltd.
10/11/95 5.85 40,000,000 40,000,000
10/30/95 5.90 20,000,000 20,000,000
CERTIFICATES OF DEPOSIT - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
NEW YORK BRANCH, YANKEE DOLLAR, FOREIGN BANKS - CONTINUED
Landesbank Hessen - Thuringen
10/10/95 6.00% $ 25,000,000 $ 25,000,414
National Westminster Bank, PLC
10/23/95 5.80 50,000,000 50,000,000
Royal Bank of Canada
12/13/95 6.31 11,000,000 11,020,207
Sanwa Bank, Ltd.
10/17/95 5.92 45,000,000 45,000,000
10/25/95 5.95 25,000,000 24,998,733
11/10/95 5.84 20,000,000 20,000,000
Societe Generale
11/27/95 5.75 25,000,000 25,000,000
Sumitomo Bank, Ltd.
10/4/95 5.89 25,000,000 25,000,000
10/16/95 5.97 9,000,000 9,000,000
10/30/95 6.00 20,000,000 19,999,840
10/31/95 5.94 25,000,000 25,000,000
Swiss Bank Corp.
11/6/95 5.77 45,000,000 45,000,000
12/4/95 5.77 25,000,000 25,000,000
12/6/95 5.77 25,000,000 25,000,000
12/26/95 5.75 75,000,000 75,000,000
2/5/96 5.75 50,000,000 50,000,000
Westdeutsche Landesbank
10/19/95 5.75 20,000,000 20,000,000
11/27/95 5.75 75,000,000 75,000,000
1,109,066,518
LONDON BRANCH, EURODOLLAR, DOMESTIC BANKS - 2.2%
Bank of America National Trust & Savings Assoc.
10/26/95 6.00 25,000,000 25,000,000
11/27/95 6.00 25,000,000 25,000,000
Chemical Bank
11/20/95 5.76 50,000,000 50,000,000
Morgan Guaranty Trust Co.
2/7/96 5.78 25,000,000 25,001,740
125,001,740
LONDON BRANCH, EURODOLLAR, FOREIGN BANKS - 6.7%
ABN-AMRO Bank
3/11/96 5.72 25,000,000 25,001,988
Abbey National (UK), PLC
10/20/95 5.75 30,000,000 30,000,312
3/13/96 5.75 38,000,000 38,000,000
Bayerische Hypotheken-und Weschel
3/14/96 5.71 35,000,000 35,001,559
CERTIFICATES OF DEPOSIT - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
LONDON BRANCH, EURODOLLAR, FOREIGN BANKS - CONTINUED
Dresdner Bank, A.G.
3/25/96 5.71% $ 5,000,000 $ 5,000,429
Landesbank Hessen - Thuringen
3/14/96 5.71 35,000,000 35,000,780
Mitsubishi Bank, Ltd.
10/16/95 5.90 22,000,000 22,000,248
10/25/95 5.96 45,000,000 44,997,582
National Westminster Bank, PLC
11/28/95 5.75 25,000,000 25,000,395
Royal Bank of Scotland, PLC
11/15/95 5.74 10,000,000 10,000,000
11/20/95 5.85 25,000,000 25,000,000
Toronto-Dominion Bank
11/8/95 5.75 45,000,000 45,000,234
Westdeutsche Landesbank
11/1/95 5.75 35,000,000 35,000,129
375,003,656
TOTAL CERTIFICATES OF DEPOSIT 1,733,071,914
COMMERCIAL PAPER - 39.5%

ABN-AMRO North America Finance, Inc.
3/5/96 5.71 48,500,000 47,332,524
American Home Food Products, Inc.
11/14/95 5.81 25,000,000 24,824,306
12/5/95 5.79 37,000,000 36,617,204
American Home Products
10/19/95 5.82 20,000,000 19,942,300
10/24/95 5.82 22,000,000 21,919,321
11/13/95 5.81 16,000,000 15,890,111
11/14/95 5.81 10,000,000 9,929,722
12/6/95 5.78 22,400,000 22,165,920
12/18/95 5.73 10,000,000 9,877,584
American Telephone & Telegraph Co.
3/18/96 5.71 45,000,000 43,829,675
Associates Corp. of North America
11/2/95 6.02 25,000,000 24,870,001
11/15/95 5.78 18,000,000 17,871,525
12/1/95 5.76 25,000,000 24,759,389
12/4/95 5.77 16,000,000 15,838,151
12/5/95 5.76 35,000,000 34,641,056
12/11/95 5.78 12,000,000 11,865,336
BHF Finance (Delaware), Inc.
10/12/95 5.75 10,000,000 9,982,675
11/8/95 5.78 25,000,000 24,849,848
COMMERCIAL PAPER - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Bank of Montreal
10/30/95 5.75% $ 5,000,000 $ 4,977,211
Bank of New York Company, Inc.
11/15/95 6.08 25,000,000 24,815,625
Bear Stearns Cos., Inc.
11/29/95 5.77 18,000,000 17,831,850
Beneficial Corp.
10/2/95 7.00 50,000,000 49,990,278
11/16/95 5.75 25,000,000 24,817,917
Bradford & Bingley Building Society
10/19/95 5.75 7,000,000 6,980,156
10/25/95 5.77 25,000,000 24,905,250
CIT Group Holdings, Inc.
10/2/95 5.90 (a) 20,000,000 19,982,882
11/9/95 6.08 15,000,000 14,904,125
11/13/95 5.76 47,000,000 46,680,008
12/4/95 5.78 20,000,000 19,797,333
12/15/95 5.78 30,000,000 29,644,375
Chevron Oil Finance Co.
10/2/95 6.75 6,000,000 5,998,875
Chrysler Financial Corporation
10/16/95 5.85 7,000,000 6,983,025
10/16/95 5.88 5,000,000 4,987,875
10/26/95 5.89 19,000,000 18,923,208
11/7/95 5.85 17,000,000 16,898,924
11/13/95 5.87 10,000,000 9,930,723
11/13/95 5.94 13,000,000 12,909,163
12/4/95 5.88 5,000,000 4,948,268
12/12/95 5.84 24,000,000 23,723,040
Compagnie Bancaire
11/14/95 5.83 5,500,000 5,461,349
CoreStates Capital Corp.
10/10/95 5.81 (a) 15,000,000 14,999,104
Dakota
10/27/95 5.81 10,000,000 9,958,328
Dean Witter, Discover & Co.
11/9/95 5.76 1,900,000 1,888,267
Den Danske Corp., Inc.
10/19/95 5.77 21,000,000 20,940,255
10/20/95 5.78 5,000,000 4,984,985
Enterprise Funding Corp.
10/13/95 5.81 10,221,000 10,201,342
10/18/95 5.78 5,030,000 5,016,343
Ford Motor Credit Corp.
10/27/95 5.86 4,000,000 3,983,475
11/1/95 6.09 10,000,000 9,949,023
11/6/95 5.74 25,000,000 24,857,500
11/7/95 5.74 25,000,000 24,853,542
11/20/95 5.77 25,000,000 24,802,084
11/21/95 5.76 46,000,000 45,628,550
COMMERCIAL PAPER - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Ford Motor Credit Corp. - continued
11/22/95 5.77% $ 30,000,000 $ 29,753,000
11/27/95 5.75 65,000,000 64,415,433
Ford Motor Credit, PLC
11/27/95 5.78 25,000,000 24,774,375
11/28/95 5.78 25,200,000 24,968,580
Generale Bank
11/3/95 5.77 10,000,000 9,947,841
3/6/96 5.71 50,000,000 48,788,702
General Electric Capital Corp.
10/10/95 6.29 50,000,000 49,923,750
General Electric Corp.
12/5/95 5.80 25,000,000 24,742,709
General Motors Acceptance Corp.
10/30/95 5.84 92,000,000 91,573,120
11/20/95 5.89 77,000,000 76,379,722
12/5/95 5.80 43,000,000 42,555,906
Glaxo Holdings, PLC
11/17/95 5.80 38,000,000 37,716,224
11/28/95 5.81 15,000,000 14,861,767
Goldman Sachs Group, L.P. (The)
11/21/95 5.73 45,000,000 44,638,537
Government of Canada
3/18/96 5.69 50,000,000 48,701,986
3/19/96 5.70 25,000,000 24,347,153
Hanson Finance (UK), PLC
10/18/95 5.75 8,000,000 7,978,580
10/27/95 5.77 20,000,000 19,917,955
IBM Corp.
12/4/95 5.76 25,000,000 24,747,556
John Deere Capital Corp.
12/4/95 5.76 25,000,000 24,747,556
Merrill Lynch & Co., Inc.
12/7/95 5.74 15,000,000 14,841,712
3/8/96 5.75 30,000,000 29,259,325
Morgan Stanley Group, Inc.
11/27/95 5.76 25,000,000 24,774,375
12/18/95 5.77 100,000,000 98,769,334
National Australia Funding, Inc.
11/10/95 6.02 25,000,000 24,837,778
Nationwide Building Society
12/14/95 5.76 22,000,000 21,743,139
PHH Corp.
10/23/95 5.78 18,000,000 17,993,788
Preferred Receivables Funding Corp.
11/3/95 5.77 8,000,000 7,957,980
11/27/95 5.77 10,000,000 9,909,592
11/30/95 5.77 10,000,000 9,904,833
Royal Bank of Canada
3/14/96 5.70 25,000,000 24,364,635

DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Sears Roebuck Acceptance Corp.
10/25/95 5.80% $ 25,000,000 $ 24,904,167
11/8/95 5.81 14,000,000 13,915,028
11/8/95 5.82 13,000,000 12,921,098
Toronto Dominion Holdings USA, Inc.
10/10/95 6.39 20,000,000 19,969,200
Westpac Capital Corp.
10/23/95 5.87 25,000,000 24,912,306
11/21/95 5.85 20,000,000 19,838,783
12/27/95 5.81 15,000,000 14,795,550
Whirlpool Financial Corp.
10/26/95 5.79 18,500,000 18,426,065
Woolwich Equitable Building Society
10/16/95 5.75 30,000,000 29,929,187
TOTAL COMMERCIAL PAPER 2,214,609,233
FEDERAL AGENCIES - 1.8%
FEDERAL FARM CREDIT BANK - DISCOUNT NOTES - 0.8%
10/2/95 5.97 43,000,000 42,985,918
FEDERAL HOME LOAN BANK - AGENCY COUPONS (A) - 0.5%
12/26/95 6.37 25,000,000 25,161,763
FEDERAL NATIONAL MORTGAGE ASSOC. - DISCOUNT NOTES - 0.5%
12/18/95 6.52 31,160,000 30,741,419
TOTAL FEDERAL AGENCIES 98,889,100
BANK NOTES - 7.3%

Bank of America - Illinois
10/19/95 5.76 12,000,000 12,000,000
Bank of America National Trust & Savings Assoc.
10/2/95 5.81 (a) 37,000,000 36,978,393
Bank of New York
12/11/95 5.75 10,000,000 10,000,000
Boatmen's First National Bank of Kansas City
10/2/95 5.84 (a) 19,000,000 19,000,000
Comerica Bank - Detroit
12/1/95 5.80 (a) 50,000,000 49,963,000
FCC National Bank
10/3/95 5.50 (a) 33,000,000 32,996,097
Fifth Third Bank - Cincinnati
10/27/95 6.07 40,000,000 40,003,520
First Bank N.A. - Minnesota
10/18/95 5.80 (a) 36,000,000 35,992,823
BANK NOTES - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
First Union National Bank of North Carolina
10/31/95 5.75% $ 10,000,000 $ 10,003,274
11/6/95 5.76 45,000,000 45,000,000
Fleet Bank of New York
12/8/95 5.78 14,000,000 14,000,000
Household Bank, N.A.
10/2/95 5.84 12,000,000 11,999,950
11/15/95 5.78 10,000,000 10,000,000
Mellon Bank, N.A.
10/16/95 6.29 10,000,000 10,000,000
Seattle First National Bank
11/6/95 5.77 20,000,000 19,999,297
12/4/95 5.77 13,000,000 12,999,190
Wachovia Bank of North Carolina
10/26/95 5.79 (a) 40,000,000 39,974,920
TOTAL BANK NOTES 410,910,464
MASTER NOTES (A) - 2.1%

J.P. Morgan Securities
10/2/95 6.70 66,000,000 66,000,000
Morgan Stanley Group, Inc.
10/2/95 5.88 25,000,000 25,000,000
Norwest Corp.
10/2/95 5.90 28,000,000 28,000,000
TOTAL MASTER NOTES 119,000,000
MEDIUM-TERM NOTES (A) - 7.0%

Abbey National Treasury Services (b)
9/30/95 6.00 85,000,000 85,000,000
Beneficial Corp.
9/27/96 5.84 20,000,000 19,990,415
General Electric Capital Corp.
10/2/95 6.03 50,000,000 49,993,362
General Motors Acceptance Corp.
11/7/95 5.95 50,000,000 50,000,000
11/22/95 5.91 4,000,000 4,002,128
Goldman Sachs Group, L.P. (The) (b)
12/15/95 5.74 56,000,000 56,000,000
3/1/96 5.88 53,000,000 53,000,000
John Deere Capital Corp.
10/18/95 5.80 10,000,000 10,000,000
Norwest Corp.
12/10/95 5.88 65,000,000 65,000,000
TOTAL MEDIUM-TERM NOTES 392,985,905
SHORT-TERM NOTES (A) - 3.5%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Capital One Funding Corp.
10/6/95 5.81% $ 11,703,000 $ 11,703,000
SMM Trust Company (1994-D) (c)
10/27/95 5.90 44,000,000 44,000,000
SMM Trust Company (1995-B) (c)
10/2/95 5.90 16,000,000 16,000,000
SMM Trust Company (1995-I) (c)
10/18/95 5.92 33,000,000 32,993,676
SMM Trust Company (1995-J) (c)
10/15/95 5.86 91,000,000 91,000,000
TOTAL SHORT-TERM NOTES 195,696,676
TIME DEPOSITS - 6.4%

Canadian Imperial Bank of Commerce
10/2/95 6.50 216,000,000 216,000,000
Dai-Ichi Kangyo Bank, Ltd.
10/12/95 6.00 38,000,000 38,000,000
10/16/95 6.00 21,000,000 21,000,000
10/18/95 5.98 22,000,000 22,000,000
Mitsubishi Bank, Ltd.
10/30/95 6.06 60,000,000 60,000,000
TOTAL TIME DEPOSITS 357,000,000
MUNICIPAL SECURITIES (A) - 0.2%

New York
10/4/95 6.02 12,050,000 12,050,000
REPURCHASE AGREEMENTS - 1.3%
MATURITY
AMOUNT
In a joint trading account
(U.S. Treasury Obligations)
dated 9/29/95, due 10/2/95:
At 6.49% $ 70,065,852 70,028,000
TOTAL INVESTMENTS $ 5,604,241,292
Total Cost for Income Tax Purposes $ 5,604,241,292

LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due date on these types of
securities reflects the next interest rate reset date or, when applicable,
the final maturity date.
(b) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $194,000,000 or 3.5% of net
assets.
(c) Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on each holding is as follows:
ACQUISITION ACQUISITION
SECURITY DATE COST
SMM Trust Company:
(1994-D) 10/28/94 $ 44,000,000
(1995-B) 8/4/95 $ 16,000,000
(1995-I) 5/25/95 $ 32,990,447
(1995-J) 5/16/95 $ 97,000,000
INCOME TAX INFORMATION
At March 31,1995, the fund had a capital loss carryforward of approximately
$1,781,000 of which $336,000, $898,000 and $547,000 will expire on March
31, 2001, 2002 and 2003, respectively.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: MONEY MARKET

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
SEPTEMBER 30, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value (including repurchase agreements of $70,028,000) - $ 5,604,241,292
See accompanying schedule

Cash 1,952,619

Interest receivable 25,122,677

Receivable from investment adviser for expense reductions 490,503

TOTAL ASSETS 5,631,807,091

LIABILITIES

Payable to custodian bank $ 736,207

Distributions payable 12,351,279

Accrued management fee 1,034,358

Other payables and accrued expenses 652,098

TOTAL LIABILITIES 14,773,942

NET ASSETS $ 5,617,033,149

Net Assets consist of:

Paid in capital $ 5,618,817,512

Accumulated net realized gain (loss) on investments (1,784,363)

NET ASSETS $ 5,617,033,149

CLASS A: $1.00
NET ASSET VALUE, offering price and redemption price per share
($5,481,827,342 (divided by) 5,483,545,656 shares)

CLASS B: $1.00
NET ASSET VALUE, offering price and redemption price per share
($135,205,807 (divided by) 135,248,190 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED SEPTEMBER 30, 1995 (UNAUDITED)

INTEREST INCOME $ 186,867,841

EXPENSES

Management fee $ 6,116,954

Transfer agent fees 1,951,894
Class A

Class B 33,249

Distribution fees - Class B 253,898

Accounting fees and expenses 254,773

Non-interested trustees' compensation 22,492

Custodian fees and expenses 86,252

Registration fees - Class B 13,849

Audit 50,437

Legal 15,357

Reports to shareholders 897

Miscellaneous 10,454

Total expenses before reductions 8,810,506

Expense reductions (3,056,236) 5,754,270

NET INTEREST INCOME 181,113,571

NET REALIZED GAIN (LOSS) ON INVESTMENTS (3,556)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 181,110,015

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS YEAR
ENDED ENDED
SEPTEMBER 30, 199 MARCH 31,
5 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 181,113,571 $ 260,539,373
Net interest income

Net realized gain (loss) (3,556) (546,578)

181,110,015 259,992,795
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

Distributions to shareholders from:
Net interest income

(176,754,044) (247,999,851)
Class A

(4,359,527) (12,539,522)
Class B

Share transactions - net increase (decrease) at net asset value of $1.00 per share 29,626,858 2,298,216,397

29,623,302 2,297,669,819
TOTAL INCREASE (DECREASE) IN NET ASSETS

NET ASSETS

Beginning of period 5,587,409,847 3,289,740,028

End of period $ 5,617,033,149 $ 5,587,409,847

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS A

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS YEARS ENDED MARCH 31,
ENDED
SEPTEMBER 30,
1995

(UNAUDITED) 1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

Income from Investment Operations

Net interest income .030 .049 .032 .035 .055 .078

Less Distributions

From net interest income (.030) (.049) (.032) (.035) (.055) (.078)

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

TOTAL RETURN B 3.01% 4.99 3.20 3.58 5.59 8.13
% % % % %

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period
(000 omitted) $ 5,481,827 $ 5,130,123 $ 3,200,277 $ 4,332,995 $ 3,990,395 $ 4,706,936

Ratio of expenses to average
net assets .18% .18 .18 .18 .18 .18
A % % % % %

Ratio of expenses to average
net assets .28% .24 .23 .23 .24 .25
before expense reductions A % % % % %

Ratio of net interest income
to average 5.95% 5.00 3.15 3.50 5.42 7.80
net assets A % % % % %

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SIX MONTHS YEAR NOVEMBER 17, 199
ENDED ENDED 3
SEPTEMBER 30, MARCH 31, (COMMENCEMENT
1995 OF OPERATIONS) TO
MARCH 31,

(UNAUDITED) 1995 1994

SELECTED PER-SHARE DATA

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

Income from Investment Operations

Net interest income .028 .046 .011

Less Distributions

From net interest income (.028) (.046) (.011)

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

TOTAL RETURN B 2.85% 4.66% 1.08%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 135,206 $ 457,286 $ 89,463

Ratio of expenses to average net assets .47% .50% .50%
A A

Ratio of expenses to average net assets before expense reductions .57% .59% .55%
A A

Ratio of net interest income to average net assets 5.19% 4.94% 2.83%
A A

</TABLE>

INVESTMENTS SEPTEMBER 30, 1995 (UNAUDITED)
Showing Percentage of Total Value of Investments

MUNICIPAL SECURITIES (A) - 100%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
ALABAMA - 1.2%
Alabama Hsg. Fin. Auth. Multi-Family Hsg. Rev.:
Rfdg. Bonds (Rime Valley Proj.) Series 1988 B,
3.75% tender 11/15/95,
LOC Amsouth Bank $ 10,500,000 $ 10,500,000
(Homewood Gardens Proj.) Series 1991 C, 4.70%,
LOC Southtrust Bank, VRDN 2,350,000 2,350,000
Decatur Poll. Cont. Rev. Rfdg. (Monsanto Co.
Proj.) Series 1994, 4.30%, VRDN 3,115,000 3,115,000
Tarrant City Ind. Dev. Board Rev. Rfdg. (Philip
Morris Co. Inc.) Series 1993, 4.40%, VRDN 2,300,000 2,300,000
Tuscaloosa County Port Auth. Rev. (Capstone Hotel
Ltd. Proj.) Series 1989 A, 4.55%,
LOC Southtrust Bank of Alabama, VRDN 4,420,000 4,420,000
22,685,000
ARIZONA - 4.7%
Apache County Ind. Dev. Auth. Rev. (Tucson Elec.
Pwr. Co. Proj.):
(Springerville Proj.)
Series 1983 A, 4.35%, LOC Barclays Bank
PLC, VRDN 9,700,000 9,700,000
Series 1983 B, 4.45%, LOC Bank of
New York, VRDN 6,800,000 6,800,000
Series 1981 B, 4.45%, LOC Mitsubishi Bank, VRDN 33,700,000 33,700,000
Arizona Health Facs. Auth. Rev. (Voluntary Hosp.
Federation Pooled Loan Prog.)
Series1985 A, 4.35% (FGIC Insured) (Liquidity
Facility Citibank) VRDN 3,700,000 3,700,000
Maricopa County Ind. Dev. Auth. Rev. (Royal
Oaks-Sun City Proj.) Series 1990, 4.30%,
LOC Bank of America, VRDN 4,700,000 4,700,000
Maricopa County Poll. Cont. Rev. Bonds (Southern
California Edison Co. Proj.)
Series 1985 D, 3.80% tender 12/11/95 3,600,000 3,600,000
Phoenix Ind. Dev. Board Auth. Multi-Family
Hsg. Rev. (Paradise Lakes Apt. Proj.)
Series 1995, 4.50%, LOC General Electric Capital
Corp., VRDN 17,500,000 17,500,000
Pima County Ind. Dev. Auth. (Tucson Elec. Pwr.
Co.) (Irvington Proj.) Series 1982 A, 4.40%,
LOC Societe Generale, VRDN 10,000,000 10,000,000
89,700,000
ARKANSAS - 1.9%
Arkansas Hosp. Equip. Fin. Auth. Rev. (Jefferson
Hosp. Assoc. Proj.)
Series 1989, 4.40%, LOC Kredietbank, VRDN 5,950,000 5,950,000
Crossett Poll. Cont. Rev. Rfdg. (Georgia-Pacific
Corp. Proj.) Series 1991, 4.40%,
LOC SunTrust Bank, VRDN 3,500,000 3,500,000
Little Rock Health Facs. Board Rev. (Southwest
Hosp.) Series 1988, 4.05% (FGIC Insured)
(Liquidity Facility Bank of Nova Scotia) VRDN 27,200,000 27,200,000
36,650,000
CALIFORNIA - 10.1%
Butte County Office of Ed. TRAN 4.75% 9/12/96 7,000,000 7,038,227
California Cash Reserve Prog. Auth. TRAN Series
1995 A, 4.75% 7/3/96,
LOC Industrial Bank of Japan (MBIA Insured) 45,000,000 45,326,878
California Higher Ed. Loan Auth. Student Loan
Rev. Senior Lien Bonds
Series 1992 A, 3.90% 7/1/96, LOC SLMA 10,000,000 10,000,000
Contra Costa County TRAN 4.50% 7/3/96 7,000,000 7,043,258
Freemont County TRAN 4.50% 7/5/96 14,700,000 14,753,630
Fresno Unified School Dist. TRAN 4.50% 10/11/96 15,000,000 15,071,850
Los Angeles County TRAN 4.50% 7/1/96, LOC Bank
of America, Credit Suisse, Morgan Guaranty 32,000,000 32,161,389
Los Angeles County Unified School Dist. TRAN
4.50% 7/3/96 17,000,000 17,098,867
Oakland Unified School Dist. TRAN 4.50% 8/30/96 5,000,000 5,017,981
San Bernardino County TRAN 4.50% 7/5/96, LOC
Bank of Nova Scotia 14,000,000 14,056,242
Santa Clara County TRAN 4.50% 8/2/96 25,000,000 25,120,187
192,688,509
MUNICIPAL SECURITIES (A) - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
COLORADO - 1.9%
Colorado Health Facs. Auth. Rev. (Sisters of
Charity Health Care) Series 1992 C, 4.35%
(Liquidity Facility Dresdner Bank) VRDN $ 5,300,000 $ 5,300,000
Denver City & County Multi-Family Hsg. Rev.(The
Seasons Apts.) Series 1990, 4.35%,
LOC Federal Home Loan Bank, VRDN 8,000,000 8,000,000
Englewood County Multi-Family Hsg. Rev. (The Marks
Apts.) Series 1985 A, 4.35%,
LOC Citibank, VRDN 4,080,000 4,080,000
Jefferson County School Dist. #R-1 Gen. Oblig.
Participating VRDN, Series 1985B, BTP-5, 4.65%
(BPA Bankers Trust) (b) 9,500,000 9,500,000
Moffat County Poll. Cont. Rev. Rfdg.
(Colorado-UTE Elec. Assoc. Inc.)
Series 1984, 4.35%, VRDN 10,000,000 10,000,000
36,880,000
CONNECTICUT - 1.2%
Connecticut Dev. Auth. Health. Care Rev. (Corp.
for Independent Living Proj.)
Series 1990, 4.20%, LOC Chemical Bank, VRDN 2,000,000 2,000,000
Connecticut Gen. Oblig. Economic Recovery Notes,
Series 1991 B, 4.35%
(BPA Canadian Imperial Bank, Industrial Bank Of
Japan, Nat'l. Westminster Bank PLC) VRDN 1,900,000 1,900,000
Connecticut Special Assessment Unemployment Rev.
Series 1993 C, 3.90%,
tender 7/1/96 (FGIC Insured) 18,000,000 18,000,000
21,900,000
DELAWARE - 0.6%
Delaware Econ. Dev. Auth. Poll. Cont. Rev. Rfdg.
(Philip Morris Co. Inc. Proj.)
Series 1992, 4.40%, VRDN 3,300,000 3,300,000
Delaware Econ. Dev. Auth. Rev.:
(Hosp. Billing & Collection Svcs. Proj.) Series
1985 B, 4.40% (MBIA Insured)
(BPA Morgan Stanley & Co.) VRDN 6,100,000 6,100,000
(Peninsula United Methodist Homes Inc.)
Series 1992 B,4.65%,
LOC Meridian Bank, VRDN 2,040,000 2,040,000
11,440,000
FLORIDA - 7.7%
Broward County Hsg. Fin. Auth. Multi-Family Hsg. Rev.:
(Lake Park Assoc. Ltd. Partnership) Series 1985,
4.50% LOC Society Bank, VRDN 4,000,000 4,000,000
(Palm Aire-Oxford Proj.) Series 1990, 4.75%
(Continental Casualty Guaranteed) VRDN 1,620,000 1,620,000
(Sanctuary Apts. Proj.) Series 1985, 4.50%, LOC
PNC Bank, VRDN 4,300,000 4,300,000
Dade County Aviation Facs. Rev., Series 1984 A,
4.40%, LOC Fuji Bank, VRDN 1,900,000 1,900,000
Dade County Ind. Dev. Auth. Ind. Dev. Rev.:
(Dolphins Stadium Proj.) Series 1985 B, 4.35%,
LOC Hong Kong & Shanghai Banking Corp., VRDN 1,600,000 1,600,000
(South Dade Jewish Commty. Ctr.) 4.40%, LOC
SunTrust Bank, VRDN 1,515,000 1,515,000
Escambia County Poll. Cont. Rev. Rfdg. (Monsanto
Co. Proj.) Series 1994, 4.30%, VRDN 4,775,000 4,775,000
Escambia County Rev. Rfdg. (Pacer Industries)
Series 1991, 4.40%,
LOC SunTrust Bank, VRDN 1,700,000 1,700,000
Florida Hsg. Fin. Agcy. Multi-Family Hsg. Rev.:
(Parrot's Landing Proj.) Series 1985 AA, 4.40%
(FNMA Guaranteed) VRDN 6,335,000 6,335,000
(Sun Pointe Cove Apts. Proj.) Series1985 XX,
4.40% (FNMA Guaranteed) VRDN 6,000,000 6,000,000
Indian River County Hosp. Dist. Hosp. Rev.
Bonds Series 1988, 3.85% tender 10/12/95,
LOC Kredietbank 2,000,000 2,000,000
Indian River County Hosp. Dist. Rev. Rfdg.
Series 1985, 4.40%, LOC Kredietbank, VRDN 3,100,000 3,100,000
Jacksonville Hosp. Rev. (Univ. Med. Ctr.):
Series 1988, 4.60%, LOC Sumitomo Bank, VRDN 14,000,000 14,000,000
Series 1989, 4.60%, LOC Sumitomo Bank, VRDN 5,300,000 5,300,000
MUNICIPAL SECURITIES (A) - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
FLORIDA - CONTINUED
Jacksonville Ind. Dev. Rev. Rfdg. (Arpt. Hotel
Proj.) Series 1993, 4.35%,
LOC Northern Trust Co., VRDN $ 3,000,000 $ 3,000,000
Jacksonville Notes (River City Renaissance
Prog.) 3.75% (Liquidity Facility Credit Suisse) 10,000,000 10,000,000
Lee County Hsg. Fin. Auth. Multi-Family Hsg.
Rev. Rfdg. (Forestwood Apts. Proj.) 4.40%
(FNMA Guaranteed) VRDN 8,985,000 8,985,000
Liberty County Ind. Dev. Rev. (Timber Energy
Resources Inc. Proj.) Series 1994, 4.50%,
LOC Bank of Montreal, VRDN 2,300,000 2,300,000
Naples Hosp. Rev. Series 1992, 4.50%, LOC Mellon
Bank, VRDN 8,000,000 8,000,000
Orange County Health Facs. Auth. Rfdg. Rev.
Bonds Series 1985 A, 3.75%
tender 10/16/95 (MBIA Insured) 7,000,000 7,000,000
Orange County Hsg. Fin. Auth. Rev.
(Smokewood/Sun Key Apt. Proj.) Series 1992 A, 4.35%,
LOC Citibank, VRDN 2,500,000 2,500,000
Palm Beach County Health Facs. Auth. Rev.
Bonds 4.60% tender 10/2/95
(Liquidity Facility Credit Suisse) 7,100,000 7,100,000
Pasco County Hsg. Fin. Auth. Multi-Family Hsg.
Rev. (Carlton Arms of Magnolia Valley)
Series 1985, 4.65%, LOC Bankers Trust Co.,
VRDN 2,000,000 2,000,000
Sarasota County Pub. Hosp. Dist. Rev. Bonds
(Sarasota Mem. Hosp.):
Series 1985 A, 3.75% tender 10/25/95, LOC
Sumitomo Bank 4,925,000 4,925,000
Series 1991, 3.80% tender 10/12/95 (Liquidity
Facility SunTrust Bank) 5,000,000 5,000,000
Series 1991, 3.85% tender 12/11/95 (Liquidity
Facility SunTrust Bank) 8,500,000 8,500,000
Series 1993 A, 3.75% tender 10/25/95 (Liquidity
Facility Goldman Sachs) 6,600,000 6,600,000
Series 1993 A, 3.80% tender 10/27/95 (Liquidity
Facility Goldman Sachs) 15,000,000 15,000,000
149,055,000
GEORGIA - 3.7%
Cobb County Dev. Auth. Rev. (Institute of Nuclear
Operations) Series 1992, 4.40%,
LOC SunTrust Bank, VRDN 5,565,000 5,565,000
Cobb County Wtr & Swr. Participating VRDN,
Series 11, 4.65% (BPA Bankers Trust) (b) 5,049,000 5,049,000
Columbia County Residential Care Facs. Rev.
(Augusta Residential Ctr./Brandon Wilde
Lifecare Ctr.)
4.40%, LOC SunTrust Bank, VRDN 7,415,000 7,415,000
DeKalb County Hsg. Auth. Multi-Family Hsg. Rev.:
(Post Ashford Proj.) 4.30% (FNMA Guaranteed)
VRDN 9,645,000 9,645,000
(Post Brook Proj.) 4.30% (FNMA Guaranteed) VRDN 4,050,000 4,050,000
Fulton County Hsg. Auth. Multi-Family Hsg. Rev.
Rfdg. (Spring Creek Crossing Proj.) 4.40%,
LOC Wachovia Bank of Georgia, VRDN 5,000,000 5,000,000
Georgia Muni. Elec. Auth. Participating VRDN,
Series 1994 C-B, 4.49%
(Liquidity Facility Citibank) (b) 22,400,000 22,400,000
Marietta Hsg. Auth. Multi-Family Hsg. Rev. Rfdg.
(Wood Pointe Apts.)
Series 1993, 4.85% (Continental Casualty
Guaranteed) VRDN 5,000,000 5,000,000
Roswell Hsg. Auth. Multi-Family Hsg. Rev.
(Autumnbrook Apts.) Series 1991 A, 4.45%,
LOC Amsouth Bank of Birmingham, VRDN 5,200,000 5,200,000
69,324,000
IDAHO - 0.8%
Caribou County Poll. Cont. Rev. Rfdg. (Monsanto
Co. Proj.) Series 1994 A, 4.30%, VRDN 3,000,000 3,000,000
Idaho Gen. Oblig. TAN Series 1995, 4.50% 6/27/96 12,000,000 12,059,718
15,059,718
ILLINOIS - 5.6%
Cook County Rev. (Catholic Charities Hosp.)
Series 1988 A-1, 4.35%,
LOC Nat'l. Westminster Bank PLC, VRDN 1,900,000 1,900,000
Du Page Water Commission Participating VRDN,
Series CR-162, 4.44%
(Liquidity Facility Citibank) (b) 13,815,000 13,815,000
MUNICIPAL SECURITIES (A) - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
ILLINOIS - CONTINUED
Illinois Dev. Fin. Auth. Poll. Cont. Rev. Rfdg.
Bonds (UNO-VEN Proj.) Series 1994, 4.30%,
LOC NBD Bank, VRDN $ 7,100,000 $ 7,100,000
Illinois Dev. Fin. Auth. Rev., VRDN:
(Museum of Contemporary Art Proj.) Series 1994,
4.30%, LOC Harris Trust,
Lasalle Nat'l. Bank, NBD Bank, Northern Trust
Co. 30,300,000 30,300,000
(WBEZ Alliance Inc. Proj.) Series 1994, 4.35%,
LOC Lasalle Nat'l. Bank 6,600,000 6,600,000
Illinois Edl. Facs. Auth. Rev. (Northwestern
Univ.) Series 1988, 4.25%
(BPA Northern Trust Co.) VRDN 2,000,000 2,000,000
Illinois Edl. Facs. Auth. Participating VRDN,
Series CR-176, 4.44% (Liquidity Facility
Citibank) (b) 10,000,000 10,000,000
Illinois Health Facs. Auth. Rev., VRDN:
(Children's Mem. Hosp.) Series B, 4.35%, LOC
First Nat'l Bank of Chicago 3,100,000 3,100,000
(Gottlieb Health Resources Inc.) 4.30%, LOC
Harris Trust & Savings Bank of Chicago 15,000,000 15,000,000
(Lake Forest Hosp. Proj.) 4.375%, LOC First
Nat'l. Bank of Chicago 3,000,000 3,000,000
(Pekin Mem. Hosp.) Series 1993 C, 4.40%, LOC
Lasalle Nat'l. Bank of Chicago, VRDN 3,400,000 3,400,000
Kane County Geneva Commty. Unit School Dist.
#304 TAN 4.97% 12/1/95 2,400,000 2,400,844
Lisle Village Multi-Family Hsg. Rev. (Four Lakes
Proj.) Series 1985-A, 4.40%,
LOC Chemical Bank, VRDN 4,000,000 4,000,000
Northlake Econ. Dev. Rev. (Dominicks Finer Foods
Inc. Proj.) Series 1991 B, 4.35%,
LOC Bankers Trust, VRDN 2,400,000 2,400,000
105,015,844
INDIANA - 2.3%
Fort Wayne Econ. Dev. Rev. (Edy's Grand Ice Cream
Proj.) Series 1985, 4.65%,
LOC Bank of America, VRDN 3,950,000 3,950,000
Fort Wayne Hosp. Auth. Hosp. Rev. (Parkview Hosp.):
Series B, 4.60%, LOC Fuji Bank, VRDN 4,805,000 4,805,000
Series D, 4.60%, LOC Fuji Bank, VRDN 3,930,000 3,930,000
Indianapolis Econ. Dev. Rev. Rfdg. (Rand McNally
& Co. Proj.) Series 1989, 4.40%,
LOC First Union Nat'l. Bank of North Carolina,
VRDN 4,000,000 4,000,000
Indianapolis Gas Util. Sys. (Citizens Gas & Coke
Utility) 3.45% 11/2/95, LOC NBD Bank, CP 3,400,000 3,398,277
Jasper County Poll. Cont. Rev. Bonds (Northern
Indiana Pub. Service Proj.):
Series 1988 C, 3.75% tender 10/25/95, LOC
Barclays Bank 3,000,000 3,000,000
Series 1988 D, 3.70% tender 10/26/95, LOC
Barclays Bank 4,500,000 4,500,000
Merrillville Health Care Facs. Participating
VRDN, 4.55%
(Liquidity Facility Bank One of Akron) (b) 4,610,000 4,610,000
Purdue Univ. Rev. (Student Fees) Series H,
4.20%, VRDN 1,800,000 1,800,000
Richmond Econ. Dev. Rev. Rfdg. (Friends
Fellowship Commty.) Series 1993, 4.15%,
LOC NBD Bank, VRDN 3,700,000 3,700,000
South Bend Health Care Facs. Participating VRDN,
Series 1992 A,
4.55% (FHA Insured) (Liquidity Facility Bank
One, Akron) (b) 3,350,000 3,350,000
Vigo County Gen. Oblig. Independent School Corp.
TAN 5.30% 12/29/95 2,650,000 2,652,351
43,695,628
KENTUCKY - 0.8%
Jefferson County Poll. Cont. Rev. Rfdg. (Philip
Morris Co. Inc. Proj) Series 1992, 4.40%, VRDN 1,300,000 1,300,000
Kentucky Assoc. of Counties Reinsurance Trust
Rev. Series 1990, 4.50%,
LOC Hong Kong & Shanghai Banking Corp., VRDN 13,700,000 13,700,000
15,000,000
LOUISIANA - 3.8%
Ascension Poll. Cont. Rev. Rfdg. (Borden Inc.
Proj.) Series 1992, 4.25%,
LOC Credit Suisse, VRDN 20,000,000 20,000,000
Desoto Parish Poll. Cont. Participating VRDN,
Series 94 W, 4.65%
(Liquidity Facility Norwest Bank) (b) 4,000,000 4,000,000
MUNICIPAL SECURITIES (A) - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
LOUISIANA - CONTINUED
Lafayette Econ. Dev. Auth. Ind. Dev. Rev. Rfdg.
(Holt County of Louisiana Proj.) 4.775%,
LOC Morgan Guaranty Trust Co., VRDN $ 4,150,000 $ 4,150,000
Orleans Levee Dist. Rev., VRDN:
(Cap. Recovery Funding) Series 1988 A, 4.50%,
LOC Fuji Bank 14,900,000 14,900,000
(Levee Impt.) Series 1986, 4.50%, LOC Fuji Bank 5,550,000 5,550,000
(Pub. Impt.) Series 1986, 4.50%, LOC Fuji Bank 7,445,000 7,445,000
West Baton Rouge Parish Ind. Dist. #3 Rev. Rfdg.
Bonds (Dow Chemical Co. Proj.)
Series 1991, 3.75% 10/23/95 15,500,000 15,500,000
71,545,000
MAINE - 0.4%
Biddeford Resource Recovery Rev. (Maine Energy
Recovery Co. Proj.) Series 1985, 3.85%,
LOC Bank of America, VRDN 6,700,000 6,700,000
MARYLAND - 0.7%
Maryland Econ. Dev. Corp. Rev. Series 1995,
4.45%, LOC NationsBank, VRDN 6,000,000 6,000,000
Washington Suburban Sanitation Dist.
Participating VRDN, Series 1994 F-A, 4.49%
(Liquidity Facility Citibank) (b) 7,000,000 7,000,000
13,000,000
MASSACHUSETTS - 0.3%
Commonwealth of Massachusetts Gen. Oblig.
Participating VRDN, Series CR-147, 4.49%
(Liquidity Facility Citibank) (b) 6,400,000 6,400,000
MICHIGAN - 2.4%
Dearborn Econ. Dev. Corp. Ltd. Oblig. Rev.
(Oakbrook Common)
Series 1993 4.40%, LOC Mellon Bank, VRDN 2,300,000 2,300,000
Detroit Tax Increment Fin. Auth. Rev. (Central
Ind. Park Proj.) Series A, 4.35%,
LOC Citibank, VRDN 4,200,000 4,200,000
Michigan Muni. Bond Auth. RAN Series 1995 B,
4.50% 7/3/96 39,000,000 39,198,222
45,698,222
MINNESOTA - 3.2%
Becker Poll. Cont. Rev. Bonds (Northern States
Pwr. Co. Sherburne Co. Gen. #3)
Series1993-B, 3.75% tender 10/11/95 18,800,000 18,800,000
Bloomington Multi-Family Hsg. Rev. Rfdg.
(Crow/Bloomington Apts. Proj.) 4.50%,
LOC Citibank, VRDN 8,305,000 8,305,000
Dakota County Hsg. & Redev. Auth.
Multi-Family Hsg. Rev.
(Southview Gables Apts. Proj.) 4.30%, VRDN 9,075,000 9,075,000
Mendota Heights Hsg. Mtg. Multi-Family Hsg. Rev.
(Lexington Heights Apt. Proj.)
Series1991 A, 4.55%, LOC Sumitomo Bank, VRDN 3,420,000 3,420,000
Minnesota Gen. Oblig. Participating VRDN,
BTP-99, 4.60%, (BPA Bankers Trust) (b) 7,710,000 7,710,000
St. Louis Park Health Care Facs. Participating
VRDN, Series 94-U,
4.65% (Liquidity Facility Norwest Bank) (b) 2,500,000 2,500,000
St. Paul Port Auth. Tax Increment Bonds (Westgate
Office & Ind. Ctr. Proj.)
Series 1991, 4.05%, LOC First Nat'l. Bank of
Minnesota, VRDN 4,200,000 4,200,000
University of Minnesota Series 1991 B,
3.75% 11/16/95 CP 6,500,000 6,500,000
60,510,000
MISSISSIPPI - 0.5%
Harrison County Poll. Cont. Rev. Rfdg.
(Mississippi Pwr. Co. Proj.) Series 1992,
4.40%, VRDN 8,750,000 8,750,000
MISSOURI - 1.0%
Columbia Spl. Oblig. Ins. Reserve Series 1988
A, 4.40%,
LOC Toronto-Dominion Bank, VRDN 3,000,000 3,000,000
Missouri Envir. Impt. & Energy Auth. Poll. Cont.
Rev. Bonds (Union County Elec. Co.)
Series 1985 B, 3.45% tender 12/5/95, LOC West
Deutsche Landesbank 8,000,000 8,000,000
University of Missouri RAN Series 1995-96, 4.75%
6/28/96 7,000,000 7,052,601
18,052,601
MUNICIPAL SECURITIES (A) - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
MONTANA - 0.2%
Montana Board of Investments Variable Rate Payroll
Tax Rev. (Workers Comp. Prog.)
Series 1993, 4.40%, VRDN $ 4,400,000 $ 4,400,000
NEBRASKA - 0.1%
Omaha Pub. Pwr. Dist. Elec. Sys. Participating
VRDN, Series 1993 D, 4.50%
(Liquidity Facility Merrill Lynch & Co.,
Inc.) (b) 2,530,000 2,530,000
NEVADA - 0.2%
Nevada Hsg. Div. Multi Family Hsg. Rev. (Park
Vista Apts. Proj.) Series 1991 A, 4.50%,
LOC Sumitomo Trust & Banking, VRDN 3,700,000 3,700,000
NEW HAMPSHIRE - 0.3%
New Hampshire Higher Edl. & Health Facs. Auth.
Rev. (VHA of New England), VRDN:
Series 1985 C, 4.20% (AMBAC Insured) (BPA First
Nat'l. Bank of Chicago) 1,700,000 1,700,000
Series 1985 F, 4.20% (AMBAC Insured) (BPA First
Nat'l. Bank of Chicago) 1,250,000 1,250,000
New Hampshire Ind. Dev. Auth. Resource Recovery
Rev. Bonds (Claremont Co. LP Proj.)
Series 1985, 4%, tender 1/1/96 (MBIA Insured) 3,205,000 3,205,000
6,155,000
NEW JERSEY - 1.0%
New Jersey Bldg. Auth. Participating VRDN, Series
BTP-6, 4.65% (BPA Bankers Trust) (b) 11,861,200 11,861,200
New Jersey Gen. Oblig. Participating VRDN,
Series 943005, 4.44% (Liquidity Facility
Citibank) (b) 7,400,000 7,400,000
19,261,200
NEW MEXICO - 0.5%
Albuquerque Hosp. Rev. (Sisters of Charity
Healthcare) 4.35%
(Liquidity Facility Dresdner Bank), VRDN 9,600,000 9,600,000
NEW YORK - 3.5%
New York City Gen. Oblig., VRDN:
Series 1995 F-3, 4.45%, LOC Industrial Bank
of Japan 11,300,000 11,300,000
Series 1995 F-4, 4.35%, LOC Landesbank
Hessen-Thuringen 14,500,000 14,500,000
Series 1995 F-5, 4.45%, LOC Mitsubishi Bank 5,500,000 5,500,000
New York City Gen. Oblig.:
RAN Series 1996 B, 4.75% 6/28/96, LOC Bank of
Nova Scotia 13,000,000 13,074,120
TAN 4.50% 2/15/96 21,400,000 21,464,887
65,839,007
NORTH CAROLINA - 1.0%
North Carolina Med. Care Commission Hosp. Rev.
(Park Ridge Hosp.) Series 1988, 4.35%,
LOC NationsBank of Florida, VRDN 5,200,000 5,200,000
North Carolina Med. Care Commission Rev. (Moses
H. Cone Mem. Hosp. Proj.) 4.40%,
LOC Wachovia Nat'l. Bank of North Carolina, VRDN 2,500,000 2,500,000
Wake County Ind. Facs. & Poll. Cont. Fing.
Auth. Rev. (Carolina Pwr. & Lt. Co.):
Series 1985, 4.50%, LOC Sumitomo Bank, VRDN 7,700,000 7,700,000
Series 1985 B, 4.50%, LOC Sumitimo Bank, VRDN 2,800,000 2,800,000
18,200,000
OKLAHOMA - 0.4%
Tulsa Ind. Dev. Auth. Univ. Rev. (Univ. of Tulsa
Proj.), VRDN:
Series 1985, 4.65%, LOC Fuji Bank 4,000,000 4,000,000
Series A, 4.65%, LOC Fuji Bank 3,000,000 3,000,000
7,000,000
OREGON - 0.7%
Multnomah County TRAN 4.50% 6/28/96 11,000,000 11,062,626
Oregon Veterans Welfare Hsg. Rev. Series 1973
G, 4.50%, LOC Fuji Bank, VRDN 2,500,000 2,500,000
13,562,626
MUNICIPAL SECURITIES (A) - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
PENNSYLVANIA - 3.5%
Allegheny County Hosp. Redev. Auth. Health
Facs. Rev. (Central Blood Bank Proj.)
Series 1992, 4.50%, LOC PNC Bank, VRDN $ 2,225,000 $ 2,225,000
Allegheny County Ind. Dev. Auth. Rev. Rfdg.
(N. Versailles Shopping Ctr.) Series 1992, 4.45%,
LOC Bank One of Columbus, VRDN 3,805,000 3,805,000
Allentown Redev. Auth. Multi-Family Hsg. Rev.
Rfdg. (Arcadia Assoc. Proj.)
Series 1990, 4.55%, LOC Sumitomo Bank, VRDN 3,300,000 3,300,000
Beaver County Ind. Dev. Auth. Poll. Cont. Rev.
Bonds (Ohio Edison Mansfield Proj.)
Series 1992 A, 3.45% tender 10/1/95, LOC Barclays
Bank 3,700,000 3,700,000
Berks County Ind. Dev. Auth. Rev. (Lutheran Home
at Topton Proj.) Series 1993 B, 4.375%,
LOC Meridian Bank VRDN 9,000,000 9,000,000
Delaware Valley Reg'l. Fin. Auth. Local Gov't.
Rev., VRDN:
Series 1985 B, 4.50%, LOC Hong Kong & Shanghai
Banking Corp. 6,100,000 6,100,000
Series 1985 C, 4.50%, LOC Marine Midland Bank 3,200,000 3,200,000
Series 1986, 4.50%, LOC Hong Kong & Shanghai
Banking Corp. 4,000,000 4,000,000
Emmaus Gen. Auth. Local Gov't. Rev. Series
1989C-10, 4.60% (Liquidity Facility Fuji Bank) 10,000,000 10,000,000
Lehigh County Ind. Dev. Auth. Rev. (The Keebler
Co.) Series 1992, 4.40%,
LOC Wachovia Bank, VRDN 5,140,000 5,140,000
Pennsylvania Econ. Dev. Auth. Rev. (Foxdale
Village Proj.) Series 1989 C, 4.50%,
LOC PNC Bank, VRDN 2,300,000 2,300,000
Philadelphia Gen. Oblig. Bonds Series 1990,
3.90% tender 10/19/95, LOC Fuji Bank 7,000,000 7,000,000
Philadelphia Redev. Auth. School Rev. (School for
the Deaf) 4.45%, LOC Fuji Bank, VRDN 1,095,000 1,095,000
South Fork Muni. Auth. Hosp. Rev. (Lee Hosp.
Proj.) Series 1993 B, 4.75%,
LOC PNC Bank, VRDN 5,210,000 5,210,000
66,075,000
RHODE ISLAND - 0.5%
Rhode Island TAN 4.50% 6/28/96, LOC Union Bank
of Switzerland 9,000,000 9,052,606
SOUTH CAROLINA - 5.1%
South Carolina Jobs Econ. Dev. Auth. Healthcare
Facs. Rev. (The Methodist Home Proj.)
Series 1994, 4.50%, LOC NationsBank of South
Carolina, VRDN 4,000,000 4,000,000
South Carolina Hsg. Fin. & Dev. Auth.
Multi-Family Hsg. Rev. Rfdg., VRDN:
(Charleston Oxford) Series 1990 B, 4.75%
(Continental Casualty Guaranteed) 10,180,000 10,180,000
(Greenville Oxford) Series 1990 A, 4.75%
(Continental Casualty Guaranteed) 4,855,000 4,855,000
(Richland Oxford) Series 1990 C, 4.75%
(Continental Casualty Guaranteed) 5,130,000 5,130,000
South Carolina Pub. Svc. Auth. Rev., CP:
3.80% 10/23/95 16,000,000 16,000,000
3.75% 10/24/95 13,350,000 13,350,000
3.75% 10/25/95 13,000,000 13,000,000
3.75% 10/26/95 12,400,000 12,400,000
3.75% 11/16/95 15,000,000 15,000,000
Walhalla Rev. Rfdg. (Avondale Mills Inc.
Proj.) Series 1990, 4.40%,
LOC SunTrust Bank, VRDN 3,300,000 3,300,000
97,215,000
SOUTH DAKOTA - 0.6%
South Dakota Health & Edl. Facs. Auth. Rev., VRDN:
Rfdg. (Sioux Valley Hosp.) Series 1992 A,4.40% 4,700,000 4,700,000
(McKennan Hosp.) Series 1994, 4.50%
(MBIA Insured) 7,000,000 7,000,000
11,700,000
TENNESSEE - 2.6%
Jackson Hsg. Facs. Board Multi-Family Hsg. Rev. Rfdg.
(Post House North Apts. Proj.) 4.50%, LOC
Southtrust Bank, VRDN 3,845,000 3,845,000
Knox County Health Edl. & Hsg. Facs. Board Rev.
(Webb School Knoxville Proj.) 4.40%,
LOC Third Nat'l. Bank of Nashville, VRDN 4,030,000 4,030,000
MUNICIPAL SECURITIES (A) - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
TENNESSEE - CONTINUED
Metropolitan Nashville & Davidson County Gen.
Oblig. Participating VRDN,
Series CR-169, 4.44%, (Liquidity Facility
Citibank) (b) $ 6,140,000 $ 6,140,000
Metropolitan Nashville & Davidson County
Health. Facs. Rev. (Richland Place Inc.
Proj.) 4.40%,
LOC Societe Generale, VRDN 1,400,000 1,400,000
Metropolitan Nashville & Davidson County Ind.
Dev. Board Multi-Family Hsg. Rev. Rfdg., VRDN:
(Belle Valley Apts.) Series 1989, 4.55%, LOC
Sumitomo Bank 4,680,000 4,680,000
(Graybrook) 4.55%, LOC Sumitomo Bank 6,710,000 6,710,000
Montgomery County Pub. Bldg. Auth. Adj. Rate
Pooled Fing. Rev. Series 1995, 4.45%,
LOC NationsBank of Tennessee, VRDN 12,000,000 12,000,000
Nashville & Davidson County Health & Ed. Facs.
Board Multi-Family Hsg. Rev.
(Brentwood Oaks Apts.) 4.15%, VRDN 4,000,000 4,000,000
Tennessee Local Dev. Auth. BAN 4.75% 5/31/96 6,200,000 6,235,637
49,040,637
TEXAS - 10.5%
Amarillo Health Fac. Corp. (Panhandle Pooled
Health Loan Prog.) Series 1985, 4.40%,
LOC Banque Paribas, VRDN 13,400,000 13,400,000
Austin Hsg. Fin. Corp. Multi-Family Hsg. Rev.
(Riverchase Proj.) Series 1985 A, 4.90%,
LOC Household Bank, VRDN 6,000,000 6,000,000
Bexar County Hsg. Fin. Corp. Multi-Family Hsg.
Rev. Rfdg., VRDN:
(Fountainhead I Proj.) Series 1992 A, 4.50%
(Continental Casualty Guaranteed) 3,880,000 3,880,000
(Fountainhead II Proj.) Series 1992 A, 4.50%
(Continental Casualty Guaranteed) 8,070,000 8,070,000
Brazos River Hbr. Auth. Nav. Dist. Bonds Series
1990, 3.85% tender 10/26/95 6,550,000 6,550,000
Central Waco Dev. Corp. Ind. Dev. Rev. Rfdg.
(HE Butt Grocery Proj.) Series 1992, 4.50%,
LOC Texas Commerce Bank of Houston, VRDN 2,500,000 2,500,000
Farmers Branch Ind. Dev. Corp. Rev. Rfdg. (PPG
Ind. Inc. Proj.) Series 1992, 4.45%, VRDN 5,000,000 5,000,000
Goose Creek Cons. Ind. School Dist. TRAN 4.28%
8/31/96 (c) 2,500,000 2,500,000
Guadalupe-Blanco River Auth. Ind. Dev. Rev.
(BOC Group Inc. Proj.) Series 1993, 4.40%,
LOC Wachovia Bank of Georgia, VRDN 12,400,000 12,400,000
Houston Hsg. Fin. Corp. Single-Family Mtg.
Participating VRDN, Series PT-1, 4.50%
(FSA Insured) (Liquidity Facility Banque
Nationale de Paris) (b) 5,900,000 5,900,000
Lower Colorado River Auth. Participating VRDN:
Series 85, BTP-36, 4.60% (Liquidity Facility
Bankers Trust) (b) 4,039,200 4,039,200
Series B, BTP-59, 4.23% (AMBAC Insured)
(Liquidity Facility Automatic Data Processing
Inc.) (b) 8,200,000 8,200,000
North Central Texas Health Facs. Dev. Corp.
Hosp. Rev. Bonds (Methodist Hosp of Dallas)
Series 1991 A, 3.90% tender 10/10/95, (MBIA
Insured) 3,000,000 3,000,000
San Antonio Elec. & Gas Sys. Rev. Series A, CP:
3.75% 11/15/95 7,200,000 7,200,000
3.75% 11/20/95 16,200,000 16,200,000
Silsbee Health Facs. Dev. Corp. Hosp. Rev.
(Silsbee Doctor's Hosp.) Series 1984, 4.40%,
LOC Citibank, VRDN 3,500,000 3,500,000
Tarrant County Health Facs. Dev. Corp. Hosp.
Rev. (Harris Methodist Health Sys.)
Series 1988, 4.60%, LOC Fuji Bank, VRDN 3,800,000 3,800,000
Texas A&M Univ. Participating VRDN, BTP-15,
4.65% (BPA Bankers Trust) (b) 5,445,000 5,445,000
Texas Dept. of Hsg. & Commty. Affairs
Participating VRDN, Series PT-9, 4.50%
(Liquidity Facility Dai-Ichi Kangyo Bank
Ltd.) (b) 5,135,000 5,135,000
Texas Health Facs. Dev. Corp. Rev. (Ft.
Worth-Cook Children's Hosp.) Series 1985, 4.40%,
LOC Societe Generale, VRDN 1,300,000 1,300,000
Texas Gen. Oblig. TRAN Series 1995 A, 4.75%
8/30/96 5,800,000 5,834,667
Texas Pub. Ed. Fin. Auth. Participating VRDN,
Series CR-170, 4.44% (Liquidity Facility
Citibank) (b) 5,000,000 5,000,000
Texas Pub. Fin. Auth. Rev. Series 1993 A,
3.75% 11/2/95, CP 25,000,000 25,000,000
Texas Muni. Pwr. Agcy. BAN 3.75% 11/16/95
(Liquidity Facility Morgan Guaranty Trust Co.) 9,950,000 9,950,000
Tyler Health Facs Dev. Corp. Hosp. Rev. Bonds
(Texas Med. Center Reg'l. Healthcare Proj.)
Series 1993 C, 3.85% tender 10/10/95,
LOC Banque Paribas 7,000,000 6,999,394
MUNICIPAL SECURITIES (A) - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
TEXAS - CONTINUED
University of Texas Rev. Fing. Sys. Series A, CP:
3.70% 10/18/95 $ 6,300,000 $ 6,300,000
3.70% 11/16/95 16,920,000 16,920,000
200,023,261
UTAH - 0.7%
Intermountain Pwr. Agcy. Pwr. Supply Rev. Bonds:
Series 1985 E, 3.85% tender 6/17/96 (BPA Bank
of America) 9,000,000 9,000,000
Series 1985-F, 3.80% tender 6/17/96 (BPA Bank
of America) 4,600,000 4,600,000
13,600,000
VERMONT - 0.1%
Vermont Student Assistance Corp. Student Loan
Rev. Series 1985, 3.90%,
LOC Nat'l. Westminster Bank PLC, VRDN 1,325,000 1,325,000
VIRGINIA - 3.5%
Chesterfield County Ind. Dev. Auth. Poll.
Cont. Rev.:
Bonds (Virginia Elec. Pwr. Co. Proj.) Series
B, 4.25% tender 10/6/95 2,000,000 2,000,000
Rfdg. (Philip Morris Co. Inc. Proj.) Series
1992, 4.40%, VRDN 10,000,000 10,000,000
Harrisonburg Redev. & Hsg. Auth. Multi-Family
Hsg. Rev. (Misty Ridge Proj.)
Series 1991 A, 4.40%, LOC Banc One of Columbus,
VRDN 5,555,000 5,555,000
Louisa County Ind. Dev. Auth. Adj. Rate Pooled
Fin. Rev. Series 1995, 4.45%,
LOC NationsBank of Virginia, VRDN 10,000,000 10,000,000
Louisa Ind. Dev. Auth. Poll. Cont. Rev. Bonds
(Virginia Elec. Pwr. Co. Proj.) Series 1985, 3.75%
tender 10/12/95 (BPA Bank of New York) 26,385,000 26,385,000
Suffolk Redev. & Hsg. Auth. Multi-Family Rental
Hsg. Rev., VRDN:
(Windsor at Fieldstone Proj.) 4.45%, LOC
NationsBank of Virginia 7,426,000 7,426,000
(Windsor at Potomac Vista Proj.) 4.45%, LOC
NationsBank of Virginia 1,003,000 1,003,000
Williamsburg Ind. Dev. Auth. Museum Rev.
(Williamsburg Foundation) 4.45%,
LOC Sanwa Bank Ltd., VRDN 3,604,000 3,604,000
York County Ind. Dev. Rev. Rfdg. (Philip Morris
Co. Inc. Proj.) Series 1992, 4.40%, VRDN 1,000,000 1,000,000
66,973,000
WASHINGTON - 5.9%
Seattle Ind. Dev. Corp. Ind. Rev. Rfdg.
(Longview Fibre Co. Proj.) Series 1988, 4.40%,
LOC ABN-AMRO Bank, VRDN 2,500,000 2,500,000
Washington Gen. Oblig. Participating VRDN (b):
Series R-92A, BTP-125, 4.60% (BPA Bankers Trust) 9,575,000 9,575,000
Series 1993 C-A, 4.49% (Liquidity Facility
Citibank) 21,700,000 21,700,000
Series 1995 A, 4.45% (Liquidity Facility
Internationale Nederlanden Bank) 5,500,000 5,500,000
Series SG-37, 4.50% (Liquidity Facility
Societe Generale) 7,000,000 7,000,000
Washington Pub. Pwr. Supply Sys. Rev. Rfdg., VRDN:
(Nuclear Proj. #1) Series 1993-1A2, 4.45%, LOC
Industrial Bank of Japan 13,580,000 13,580,000
Series 1993-3A1, 4.40%, LOC Bank of America 31,140,000 31,140,000
Washington Pub. Pwr. Supply Sys. Rfdg. Elec.
Rev., Series 1993 3A-2, 4.45%,
LOC Industrial Bank of Japan, VRDN 20,785,000 20,785,000
111,780,000
WEST VIRGINIA - 0.3%
Kanawha County Commercial Dev. Rev. Rfdg.
(McJunkin Corp. Proj.) Series 1991, 4.50%,
LOC NationsBank of North Carolina, VRDN 4,935,000 4,935,000
WISCONSIN - 2.3%
Janesville Ind. Dev. Rev. Rfdg. (Senca Foods
Corp. Proj.) Series 1992, 4.45%,
LOC ABN-AMRO Bank, VRDN 7,710,000 7,710,000
Milwaukee Ind. Dev. Rev. (Longview Fiber Co.)
Series 1987, 4.40%,
LOC ABN-AMRO Bank, VRDN 1,960,000 1,960,000
MUNICIPAL SECURITIES (A) - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
WISCONSIN - CONTINUED
Milwaukee Redev. Auth. Dev. Rev. (Bradley Ctr.
Parking Facs. Proj.) Series 1986, 4.30%,
LOC Nat'l. Westminster Bank PLC, VRDN $ 2,700,000 $ 2,700,000
Wisconsin Health & Ed. Facs. Auth Health Facs
Rev. (SSM Healthcare Proj.)
Series 1990A, 4.70%, LOC Industrial Bank of
Japan, VRDN 6,300,000 6,300,000
Wisconsin Operating TRAN Series 1995, 4.50%
6/17/96 25,800,000 25,955,678
44,625,678
WYOMING - 0.0%
Sweetwater County Poll. Cont. Rev. Rfdg.
(Pacific Corp.) Series 1990 A, 4.35%,
LOC Credit Suisse, VRDN 200,000 200,000
MULTIPLE STATES - 1.7%
Clipper Tax-Exempt Trust Participating VRDN,
Series 1993-1A, 4.22%
(Liquidity Facility State Street Bank & Trust
Co.) (b) 30,300,000 30,300,000
NCNB Tax-Exempt Trust Participating VRDN,
Series 1990 A, 4.375%,
LOC NationsBank of North Carolina (b) 2,175,000 2,175,000
32,475,000
TOTAL INVESTMENTS - 100% $ 1,899,017,537
Total Cost for Income Tax Purposes $ 1,898,982,859

SECURITY TYPE ABBREVIATIONS
BAN - Bond Anticipation Notes
CP - Commercial Paper
RAN - Revenue Anticipation Notes
TAN - Tax Anticipation Notes
TRAN - Tax and Revenue Anticipation Notes
VRDN - Variable Rate Demand Notes
LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(b) Provides evidence of ownership in one or more underlying municipal
bonds.
(c) Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on each holding is as follows:
ACQUISITION ACQUISITION
SECURITY DATE COST
Goose Creek Consolidated
Independent School Dist. Adj.
Rate TRAN
4.28% 8/31/96: 9/26/95 $ 2,500,000
INCOME TAX INFORMATION
At March 31, 1995, the fund had a capital loss carryforward of
approximately $528,000 which will expire on March 31, 1996.
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS: TAX-EXEMPT

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
SEPTEMBER 30, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value - See accompanying schedule $ 1,899,017,537

Receivable for investments sold 11,084,562

Interest receivable 11,411,485

Receivable from investment adviser for expense reductions 159,161

TOTAL ASSETS 1,921,672,745

LIABILITIES

Payable to custodian bank $ 100,405

Payable for investments purchased 146,915,913

Distributions payable 4,198,773

Accrued management fee 318,290

Other payables and accrued expenses 209,838

TOTAL LIABILITIES 151,743,219

NET ASSETS $ 1,769,929,526

Net Assets consist of:

Paid in capital $ 1,770,159,779

Accumulated net realized gain (loss) on investments (264,819)

Unrealized gain from accretion of market discount 34,566

NET ASSETS, for 1,770,159,779 shares outstanding $ 1,769,929,526

NET ASSET VALUE, offering price and redemption price per share $1.00
($1,769,929,526 (divided by) 1,770,159,779 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED SEPTEMBER 30, 1995 (UNAUDITED)

INTEREST INCOME $ 40,138,746

EXPENSES

Management fee $ 2,027,942

Transfer agent, accounting and custodian fees and expenses 398,447

Non-interested trustees' compensation 5,931

Registration fees 155,958

Audit 25,343

Legal 13,345

Miscellaneous 15,160

Total expenses before reductions 2,642,126

Expense reductions (713,320) 1,928,806

NET INTEREST INCOME 38,209,940

REALIZED AND UNREALIZED GAIN (LOSS) 92,310
Net realized gain (loss) on investment securities

Increase (decrease) in net unrealized gain from accretion of market discount 25,594

NET GAIN (LOSS) 117,904

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 38,327,844

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS TEN MONTH
ENDED PERIOD ENDED
SEPTEMBER 30, 199 MARCH 31,
5 1995
(UNAUDITED)

INCREASE (DECREASE) IN NET ASSETS

Operations $ 38,209,940 $ 60,608,989
Net interest income

Net realized gain (loss) 92,310 321,344

Increase (decrease) in net unrealized gain from accretion of market discount 25,594 1,959

38,327,844 60,932,292
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

Distributions to shareholders from net interest income (38,209,940) (60,608,989)

Share transactions at net asset value of $1.00 per share 5,374,285,539 10,940,563,835
Proceeds from sales of shares

Reinvestment of distributions from net interest income 9,830,608 13,089,613

Cost of shares redeemed (5,491,119,136) (11,467,825,372)

(107,002,989) (514,171,924)
NET INCREASE (DECREASE) IN NET ASSETS AND SHARES RESULTING FROM SHARE TRANSACTIONS

(106,885,085) (513,848,621)
TOTAL INCREASE (DECREASE) IN NET ASSETS

NET ASSETS

Beginning of period 1,876,814,611 2,390,663,232

End of period $ 1,769,929,526 $ 1,876,814,611

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS TEN MONTH YEARS ENDED MAY 31,
ENDED PERIOD
SEPTEMBER 30, ENDED
1995 MARCH 31,

(UNAUDITED) 1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

Income from Investment Operations .019 .027 .024 .026 .040 .053
Net interest income

Less Distributions (.019) (.027) (.024) (.026) (.040) (.053)
From net interest income

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

TOTAL RETURN B 1.91% 2.74% 2.44% 2.66% 4.02% 5.40%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000
omitted) $ 1,769,930 $ 1,876,815 $ 2,390,663 $ 2,239,031 $ 2,556,995 $ 2,116,841

Ratio of expenses to average net .19% .18% .18% .18% .18% .18%
assets A A

Ratio of expenses to average net .26% .26% .24% .24% .25% .23%
assets A A
before expense reductions

Ratio of net interest income
to average 3.77% 3.20% 2.41% 2.62% 3.90% 5.28%
A A
net assets

</TABLE>

INVESTMENTS SEPTEMBER 30, 1995 (UNAUDITED)
Showing Percentage of Total Value of Investments

U.S. TREASURY OBLIGATIONS - 100.0%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
U.S. TREASURY BILLS - 50.7%
10/5/95 5.73% $ 50,269,000 $ 50,237,637
10/12/95 5.51 44,429,000 44,355,216
10/19/95 5.24 21,093,000 21,037,895
10/19/95 5.47 900,000 897,565
10/19/95 5.52 25,000,000 24,931,625
10/19/95 5.53 11,723,000 11,691,026
10/19/95 5.57 2,590,000 2,582,904
10/19/95 5.58 12,095,000 12,061,799
10/19/95 5.65 1,158,000 1,154,798
10/19/95 6.07 5,046,000 5,031,178
10/26/95 5.51 65,076,000 64,830,524
11/2/95 5.45 400,000 398,085
11/2/95 5.48 5,283,000 5,257,595
11/2/95 5.53 25,000,000 24,878,666
11/9/95 5.25 12,712,000 12,640,182
11/9/95 5.30 6,973,000 6,933,190
11/9/95 5.50 17,836,000 17,731,273
11/9/95 5.51 26,938,000 26,779,537
11/9/95 5.55 25,000,000 24,851,719
11/16/95 5.36 18,105,000 17,981,926
11/16/95 5.49 7,420,000 7,368,660
11/16/95 5.51 40,000,000 39,722,978
12/7/95 5.27 51,077,000 50,581,262
12/14/95 5.28 47,261,000 46,753,889
12/14/95 5.37 97,323,000 96,263,721
12/21/95 5.32 29,355,000 29,008,244
TOTAL U.S. TREASURY BILLS 645,963,094
U.S. TREASURY NOTES - 49.3%
10/15/95 5.49 10,812,000 10,823,826
10/15/95 5.50 35,928,000 35,966,929
10/15/95 5.54 34,362,000 34,398,288
10/15/95 5.69 20,000,000 20,020,427
10/15/95 5.71 14,884,000 14,899,080
10/31/95 5.44 251,000 250,644
10/31/95 5.49 21,535,000 21,504,317
10/31/95 5.50 14,885,000 14,863,354
10/31/95 5.55 2,003,000 2,000,070
11/15/95 5.41 41,700,000 41,674,039
11/15/95 5.48 17,011,000 17,067,777
11/15/95 5.49 10,000,000 9,993,223
11/15/95 5.50 18,789,000 18,775,868
11/15/95 5.60 10,000,000 10,044,344
11/30/95 5.47 6,471,000 6,457,106
11/30/95 5.54 27,955,000 27,891,451
1/15/96 5.56 3,233,000 3,264,589
1/31/96 5.51 15,333,000 15,418,354

DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
U.S. TREASURY NOTES - CONTINUED
1/31/96 5.71% $ 4,460,000 $ 4,432,909
1/31/96 5.73 2,534,000 2,518,348
2/15/96 5.50 16,000,000 16,123,020
2/15/96 5.64 21,730,000 21,896,218
2/15/96 5.65 10,000,000 10,112,266
2/15/96 5.67 33,624,000 33,877,287
2/29/96 5.49 6,959,000 7,008,006
2/29/96 5.50 41,428,000 41,751,052
2/29/96 5.51 429,000 427,214
2/29/96 5.53 1,808,000 1,800,173
2/29/96 5.54 34,913,000 35,181,164
2/29/96 5.55 2,039,000 2,054,483
2/29/96 5.56 4,915,000 4,894,995
2/29/96 5.57 30,000,000 29,863,674
2/29/96 5.58 4,579,000 4,558,054
3/31/96 5.36 30,000,000 30,301,610
3/31/96 5.37 8,733,000 8,820,405
3/31/96 5.39 35,000,000 35,346,359
4/30/96 5.60 2,646,000 2,642,119
4/30/96 5.61 25,000,000 25,253,949
4/30/96 5.62 4,530,000 4,575,404
TOTAL U.S. TREASURY NOTES 628,752,395
TOTAL INVESTMENTS - 100% $ 1,274,715,489
Total Cost for Income Tax Purposes $ 1,274,715,489

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
SEPTEMBER 30, 1995 (UNAUDITED)

ASSETS

Investment in securities, at value - See accompanying schedule $ 1,274,715,489

Receivable for investments sold 60,814,000

Interest receivable 14,904,975

TOTAL ASSETS 1,350,434,464

LIABILITIES

Distributions payable $ 4,564,482

Accrued management fee 208,441

TOTAL LIABILITIES 4,772,923

NET ASSETS $ 1,345,661,541

Net Assets consist of:

Paid in capital $ 1,345,646,035

Accumulated net realized gain (loss) on investments 15,506

NET ASSETS, for 1,345,646,035 shares outstanding $ 1,345,661,541

NET ASSET VALUE, offering price and redemption price per share $1.00
($1,345,661,541 (divided by) 1,345,646,035 shares)

</TABLE>

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS ENDED SEPTEMBER 30, 1995 (UNAUDITED)

INTEREST INCOME $ 34,994,414

EXPENSES

Management fee $ 2,521,686

Non-interested trustees' compensation 269

Total expenses before reductions 2,521,955

Expense reductions (1,321,024) 1,200,931

NET INTEREST INCOME 33,793,483

NET REALIZED GAIN (LOSS) ON INVESTMENTS (2,368)

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 33,791,115

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SIX MONTHS EIGHT MONTH PERIO YEAR
ENDED D ENDED
SEPTEMBER 30, 1995 ENDED JULY 31,
(UNAUDITED) MARCH 31, 1994
1995

INCREASE (DECREASE) IN NET ASSETS

Operations $ 33,793,483 $ 39,247,651 $ 36,180,457
Net interest income

Net realized gain (loss) (2,368) 37,522 (162,127)

33,791,115 39,285,173 36,018,330
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

Distributions to shareholders from net interest income (33,793,483) (39,247,651) (36,180,457)

Share transactions at net asset value of $1.00 per share 2,183,325,567 3,322,554,603 4,258,629,047
Proceeds from sales of shares

Reinvestment of distributions from net interest income 7,289,663 8,674,938 9,408,877

Cost of shares redeemed (2,111,235,892) (3,114,152,108) (4,266,497,201)

79,379,338 217,077,433 1,540,723
NET INCREASE (DECREASE) IN NET ASSETS AND SHARES RESULTING FROM
SHARE TRANSACTIONS

79,376,970 217,114,955 1,378,596
TOTAL INCREASE (DECREASE) IN NET ASSETS

NET ASSETS

Beginning of period 1,266,284,571 1,049,169,616 1,047,791,020

End of period $ 1,345,661,541 $ 1,266,284,571 $ 1,049,169,616

</TABLE>

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
SIX MONTHS EIGHT MONTH PERI YEARS ENDED JULY 31, OCTOBER 3, 1990
ENDED OD (COMMENCEME
SEPTEMBER 30, ENDED NT
1995 MARCH 31, OF OPERATIONS) T
O
JULY 31,

(UNAUDITED) 1995 1994 1993 1992 1991

SELECTED PER-SHARE DATA

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

Income from Investment
Operations .028 .033 .032 .031 .045 .055
Net interest income

Less Distributions (.028) (.033) (.032) (.031) (.045) (.055)
From net interest income

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

TOTAL RETURN B 1.91% 3.38% 3.27% 3.10% 4.64% 5.63%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of
period (000 omitted) $ 1,345,662 $ 1,266,285 $ 1,049,170 $ 1,047,791 $ 1,197,559 $ 705,543

Ratio of expenses to
average net assets .20% .20%A .20% .20% .20% .03%
A A

Ratio of expenses to
average net assets .42% .42%A .42% .42% .42% .42%
before expense reductions A A

837.Ratio of net interest
income to average 5.63% 5.02%A 3.22% 3.05% 4.43% 6.34%
net assets A A

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN. SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
For the period ended September 30, 1995 (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES.
Treasury, Treasury II, Government, Domestic and Money Market are funds of
Fidelity Institutional Cash Portfolios (a trust). Treasury Only is a fund
of Daily Money Fund (a trust). Tax-Exempt is a fund of Fidelity
Institutional Tax-Exempt Cash Portfolios (a trust). Each trust is
registered under the Investment Company Act of 1940, as amended (the 1940
Act), as an open-end management investment company organized as a Delaware
business trust and is authorized to issue an unlimited number of shares. On
February 8, 1995, the Trustees of Fidelity Institutional Tax-Exempt Cash
Portfolios: Tax-Exempt and the Trustees of Daily Money Fund: Treasury Only
approved a change in the fiscal year-end of each fund to March 31.
Each fund of Fidelity Institutional Cash Portfolios currently offers two
classes of shares, Class A and Class B, each of which has equal rights as
to assets and voting privileges except that each class bears different
distribution and transfer agent expenses and certain registration fees.
Each class has exclusive voting rights with respect to its distribution
plans. As of September 30, 1995, Class B shares were not operational for
the Treasury fund.
The following summarizes the significant accounting policies of the funds:
SECURITY VALUATION. As permitted under Rule 2a-7 of the 1940 Act, and
certain conditions therein, securities are valued initially at cost and
thereafter assume a constant amortization to maturity of any discount or
premium.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, each fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
the fiscal year. The schedules of investments include information regarding
income taxes under the caption "Income Tax Information."
INTEREST INCOME. Interest income, which includes amortization of premium
and accretion of original issue discount, is accrued as earned. For
Tax-Exempt, accretion of market discount represents unrealized gain until
realized at the time of a security disposition or maturity.
ALLOCATED EARNINGS AND EXPENSES. FIDELITY INSTITUTIONAL CASH PORTFOLIOS:
Interest income, expenses (other than expenses incurred under the
Distribution and Service Plan, Transfer Agent Agreement and certain
registration fees for each class) and realized and unrealized gains or
losses on investments are allocated to each class of shares based upon
their relative net assets.
TREASURY ONLY: Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned between
the funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Dividends are declared daily and paid
monthly from net interest income.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
DELAYED DELIVERY TRANSACTIONS. Each fund may purchase or sell securities on
a when-issued or forward commitment basis. Payment and delivery may take
place a month or more after the date of the transaction. The price of the
underlying securities and the date when the securities will be delivered
and paid for are fixed at the time the transaction is negotiated. The
market value of the securities purchased or sold on a when-issued or
forward commitment basis are identified as such in the fund's schedule of
investments. Each fund may receive compensation for interest forgone in the
purchase of a delayed delivery security. Losses may arise due to changes in
the market value of the underlying securities or if the counterparty does
not perform under the contract.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the funds, along with other affiliated
entities of Fidelity Management & Research Company (FMR), may transfer
uninvested cash balances into one or more joint trading accounts. These
balances are invested in one or more repurchase agreements that mature in
60 days or less from the date of purchase, and are collateralized by U.S.
Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The funds, through their custodian, receive delivery
of the underlying U.S. Treasury or Federal Agency securities, the market
value of which is required to be at least equal to the repurchase price.
For term repurchase agreement transactions, the underlying securities are
marked-to-market daily and maintained at a value at least equal to the
repurchase price. FMR, the funds' investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
2. OPERATING POLICIES - CONTINUED
REVERSE REPURCHASE AGREEMENTS. At all times that a reverse repurchase
agreement is outstanding, the fund identifies cash and liquid securities as
segregated in its custodian records with a value at least equal to its
obligation under the agreement.
RESTRICTED SECURITIES. Treasury, Government, Domestic, Money Market and
Tax-Exempt are permitted to invest in privately placed restricted
securities. These securities may be resold in transactions exempt from
registration or to the public if the securities are registered. Disposal of
these securities may involve time-consuming negotiations and expense, and
prompt sale at an acceptable price may be difficult. At the end of the
period, restricted securities (excluding 144A issues) amounted
to$13,304,623 or 1.25% of net assets for Treasury, $30,253,698 or 0.9% of
net assets for Government, $30,999,617 or 3.6% of net assets for Domestic,
$183,993,676 or 3.3% of net assets for Money Market and $2,500,000 or 0.1%
of net assets for Tax-Exempt.
3. JOINT TRADING ACCOUNT.
At the end of the period, the following funds had 20% or more of their
total investments in repurchase agreements through a joint trading account.
These repurchase agreements were with entities whose creditworthiness has
been reviewed and found satisfactory by FMR. The maturity values of the
joint trading account investments were $412,221,685 at 6.46 %, $161,747,225
at 6.47% and $114,822,031 at 6.49% for Treasury, $306,774,433 at 6.47% and
$3,961,133,891 at 6.47% for Treasury II, and $268,362,979 at 6.49% and
$1,265,252,198 at 6.59% for Government. The investments in repurchase
agreements through the joint trading account are summarized as follows:
SUMMARY OF JOINT TRADING
TREASURY:
DATED SEPTEMBER 29, 1995, DUE OCTOBER 2, 1995 AT 6.46
Number of dealers or banks 21
Maximum amount with one dealer or bank 20.5%
Aggregate principal amount of agreements $17,444,261,000
Aggregate maturity amount of agreements $17,453,647,241
Aggregate market value of collateral $17,866,421,388
Coupon rates of collateral 0% to 15.75%
Maturity dates of collateral 9/30/95 to 8/15/25
TREASURY AND TREASURY II:
DATED SEPTEMBER 29, 1995, DUE OCTOBER 2 1995 AT 6.47
Number of dealers or banks 4
Maximum amount with one dealer or bank 32.3%
Aggregate principal amount of agreements $620,000,000
Aggregate maturity amount of agreements $620,334,525
Aggregate market value of collateral $632,848,838
Coupon rates of collateral 0.0% to 9.375%
Maturity dates of collateral 10/31/95 to 11/15/24
3. JOINT TRADING ACCOUNT - CONTINUED
SUMMARY OF JOINT TRADING - CONTINUED
TREASURY II:
DATED SEPTEMBER 29, 1995, DUE OCTOBER 2 1995 AT 6.47
Number of dealers or banks 6
Maximum amount with one dealer or bank 34.0%
Aggregate principal amount of agreements $5,782,000,000
Aggregate maturity amount of agreements $5,785,116,483
Aggregate market value of collateral $5,915,324,772
Coupon rates of collateral 0.0% to 9.25%
Maturity dates of collateral 10/31/95 to 11/15/24
TREASURY AND GOVERNMENT:
DATED SEPTEMBER 29, 1995, DUE OCTOBER 2, 1995 AT 6.49
Number of dealers or banks 5
Maximum amount with one dealer or bank 33.1%
Aggregate principal amount of agreements $1,895,692,000
Aggregate maturity amount of agreements $1,896,716,670
Aggregate market value of collateral $1,938,610,377
Coupon rates of collateral 0.0% to 15.75%
Maturity dates of collateral 9/30/95 to 8/15/25
GOVERNMENT:
DATED SEPTEMBER 29, 1995, DUE OCTOBER 2 1995 AT 6.59
Number of dealers or banks 5
Maximum amount with one dealer or bank 30.3%
Aggregate principal amount of agreements $3.300,000,000
Aggregate maturity amount of agreements $3,301,811,583
Aggregate market value of collateral $3,403,308,842
Coupon rates of collateral 4% to 13.0%
Maturity dates of collateral 11/15/95 to 8/1/34
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As each fund's investment adviser, FMR receives a fee that
is computed daily at an annual rate of .20% of average net assets except
for Treasury Only.
For Treasury Only, FMR pays all expenses except the compensation of the
non-interested Trustees and certain exceptions such as interest, taxes,
brokerage commissions and extraordinary expenses. FMR receives a fee that
is computed daily at an annual rate of .42% of the fund's average net
assets, reduced by the fees and expenses paid by the fund to the
non-interested Trustees.
SUB-ADVISER FEE. As each fund's investment sub-adviser, FMR Texas Inc., a
wholly owned subsidiary of FMR, receives a fee from FMR of 50% of the
management fee payable to FMR. The fees are paid prior to any voluntary
expense reimbursements which may be in effect, and after reducing the fee
for any payments by FMR pursuant to each fund's Distribution and Service
Plan.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plans of Fidelity Institutional Cash Portfolios Class B, and in accordance
with Rule 12b-1 of the 1940 Act, each fund, except Government, pays
Fidelity Distributors Corporation (FDC), an affiliate of FMR, a
distribution and service fee that is based on an annual rate of .32% of its
average net assets. Government pays FDC at an annual rate of .25% of its
average net assets. For the period,Class B of Treasury II, Government,
Domestic, and Money Market paid FDC $802,056, $52,709, $62,766 and
$253,898, respectively, all of which was paid to securities dealers, banks
and other financial institutions for selling shares and providing
shareholder support services on behalf of Treasury II, Government,
Domestic, and Money Market, respectively. Effective August 1, 1995, the
distribution and service fee for Class B of Treasury II, Domestic, and
Money Market was decreased to .25% of average net assets.
TRANSFER AGENT FEES. Fidelity Investments Institutional Operations Company
(FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and
shareholder servicing agent for the funds except for Tax-Exempt. UMB Bank,
n.a.(UMB) is the custodian and transfer and shareholder servicing agent for
Tax-Exempt. UMB has entered into a sub-contract with FIIOC to perform the
activities associated with the transfer and shareholder servicing agent
functions for Tax-Exempt. FIIOC receives account fees and asset-based fees
that vary according to account size. FIIOC pays for typesetting, printing
and mailing of all shareholder reports, except proxy statements. For the
period, FIIOC received transfer and shareholder servicing agent fees
amounting to $205,350 for Tax-Exempt.
ACCOUNTING FEES. Fidelity Service Co. (FSC), an affiliate of FMR, maintains
the accounting records for the funds except for Tax-Exempt. UMB also has a
sub-contract with FSC to maintain Tax-Exempt's accounting records. The
accounting fee is based on the level of average net assets for the month
plus out-of-pocket expenses. For the period, FSC received accounting fees
amounting to $237,209 for Tax-Exempt.
5. EXPENSE REDUCTIONS.
FMR voluntarily agreed to reimburse the funds' operating expenses
(excluding interest, taxes, brokerage commissions, extraordinary expenses,
and 12b-1 fees payable by Class B of Fidelity Institutional Cash
Portfolios) above an annual rate of .18% of average net assets for Fidelity
Institutional Cash Portfolios and Tax-Exempt, and .20% of average net
assets for Treasury Only. Effective July 1, 1995, the expense limitation
for Fidelity Institutional Cash Portfolios (excluding Money Market) and
Tax-Exempt increased to .20% of average net assets.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS. For the period, the reimbursement
reduced expenses by $277,978, $1,359,131, $918,501, $296,787 and $3,056,236
for Treasury, Treasury II, Government, Domestic and Money Market,
respectively.
TAX-EXEMPT. For the period, the reimbursement reduced expenses by $713,320.
TREASURY ONLY. For the period, the reimbursement reduced expenses by
$1,321,024.
6. BENEFICIAL INTEREST.
At the end of the period, certain shareholders were record owners of
approximately 10% or more of the total outstanding shares of the following
funds:
FUND NUMBER OF SHAREHOLDERS % OWNERSHIP
Treasury 3 54%
Treasury II 1 12%
Government 1 11%
Domestic 2 28%
Money Market 1 21%

7. SHARE TRANSACTIONS.
Share transactions for both classes of Treasury II, Government, Domestic
and Money Market at net asset value of $1.00 per share were as follows:

<TABLE>
<CAPTION>
<S> <C> <C>
TREASURY II CLASS A SIX MONTHS YEAR
ENDED ENDED
SEPTEMBER 30, 199 MARCH 31,
5 1995 *
(UNAUDITED)

Proceeds from sales of shares 22,241,587,577 51,629,761,018

Reinvestment of distributions from net interest income 47,677,895 66,481,161

Shares redeemed (22,128,597,543) (51,559,646,169)

Net increase (decrease) in net assets and shares resulting from share transactions 160,667,929 136,596,010

</TABLE>

TREASURY II CLASS B

Proceeds from sales of shares 7,813,663,887 4,121,373,809

Reinvestment of distributions from net interest income 4,720,430 1,891,594

Shares redeemed (7,470,022,385) (3,542,818,006)

Net increase (decrease) in net assets and shares resulting from share transactions 348,361,932 580,447,397

</TABLE>

GOVERNMENT CLASS A

Proceeds from sales of shares 11,792,570,570 25,831,576,012

Reinvestment of distributions from net interest income 41,923,167 70,455,356

Shares redeemed (11,680,859,368) (26,344,771,188)

Net increase (decrease) in net assets and shares resulting from share transactions 153,634,369 (442,739,820)

</TABLE>

GOVERNMENT CLASS B

Proceeds from sales of shares 195,257,988 264,194,203

Reinvestment of distributions from net interest income 647,731 736,478

Shares redeemed (187,261,919) (224,408,715)

Net increase (decrease) in net assets and shares resulting from share transactions 8,643,800 40,521,966

</TABLE>

(*) Share transactions for Government Class B are for the period April
4,1994 (commencement of sale of shares) to March 31, 1995.

DOMESTIC CLASS A

Proceeds from sales of shares 3,487,982,680 7,602,650,013

Reinvestment of distributions from net interest income 9,370,835 11,742,701

Shares redeemed (3,448,669,826) (7,499,385,324)

Net increase (decrease) in net assets and shares resulting from share transactions 48,683,689 115,007,390

DOMESTIC CLASS B

Proceeds from sales of shares 273,757,415 273,550,017

Reinvestment of distributions from net interest income 1,087,816 779,088

Shares redeemed (259,768,224) (247,781,428)

Net increase (decrease) in net assets and shares resulting from share transactions 15,077,007 26,547,677

</TABLE>

(*) Share transactions for Domestic Class B are for the period July 19,1994
(commencement of sale of shares) to March 31, 1995.
7. SHARE TRANSACTIONS - CONTINUED

<TABLE>
<CAPTION>
<S> <C> <C>
SIX MONTHS YEAR
MONEY MARKET CLASS A ENDED ENDED
SEPTEMBER 30, 199 MARCH 31,
5 1995 *
(UNAUDITED)

Proceeds from sales of shares 24,115,515,820 46,997,530,563

Reinvestment of distributions from net interest income 106,427,350 141,162,693

Shares redeemed (23,870,134,213) (45,208,411,681)

Net increase (decrease) in net assets and shares resulting from share transactions 351,808,957 1,930,281,575

MONEY MARKET CLASS B

Proceeds from sales of shares 870,600,515 1,727,673,441

Reinvestment of distributions from net interest income 2,516,148 10,646,994

Shares redeemed (1,195,298,762) (1,370,385,613)

Net increase (decrease) in net assets and shares resulting from share transactions (322,182,099) 367,934,822

</TABLE>

PROXY VOTING RESULTS

A special meeting of the shareholders of Fidelity Institutional Cash
Portfolios: Treasury was held on September 13, 1995. The results of votes
taken among shareholders on the proposal before them are listed below.
PROPOSAL
To approve an Agreement and Plan of Reorganization and Liquidation whereby
Treasury II, a series of Fidelity Institutional Cash Portfolios (FICP),
would acquire substantially all of the assets of FICP: Treasury, in
exchange solely for Class A Shares of beneficial interest in Treasury II,
and the assumption by Treasury II of FICP: Treasury's liabilities.
# OF % OF
SHARES VOTED SHARES VOTED
Affirmative 662,934,583 83.770

Against 1,436,884 .182

Abstain 126,999,041 16.048

Broker Non-Votes 0,000,000,000 00.000

TOTAL 791,370,509 100.00

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
SUB-ADVISER
FMR Texas Inc.
Irving, TX
OFFICERS
Edward C. Johnson 3d, PRESIDENT
J. Gary Burkhead, SENIOR VICE PRESIDENT
Leland Barron, VICE PRESIDENT
Fred L. Henning, Jr., VICE PRESIDENT
Burnell Stehman, VICE PRESIDENT
John Todd, VICE PRESIDENT
Scott A. Orr, VICE PRESIDENT - TAX-EXEMPT
Arthur S. Loring, SECRETARY
Kenneth A. Rathgeber, TREASURER
Thomas D. Maher, ASSISTANT VICE PRESIDENT
John H. Costello, ASSISTANT TREASURER
Leonard M. Rush, ASSISTANT TREASURER
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox *
Phyllis Burke Davis *
Richard J. Flynn *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Edward H. Malone *
Marvin L. Mann *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND
SHAREHOLDER
SERVICING AGENTS
Fidelity Investments Institutional Operations Company
Boston, MA
and
UMB Bank, n.a.
Kansas City, MO
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS
CUSTODIANS
Morgan Guaranty Trust Company of New York
New York, NY
FIDELITY INSTITUTIONAL CASH PORTFOLIOS:
TREASURY, GOVERNMENT, DOMESTIC
AND MONEY MARKET
DAILY MONEY FUND: TREASURY ONLY
Bank of New York
New York, NY
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY II
UMB Bank, n.a.
Kansas City, MO
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS
* INDEPENDENT TRUSTEES

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 Trust
Instrument states that the Registrant shall indemnify any present 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, 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 Trust Instrument, 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 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. (a) Trust Instrument, dated June 20, 1991 was electronically filed and
is incorporated herein by reference to Exhibit 1(a) to Post-Effective
Amendment No. 26.
(b) Certificate of Trust, dated June 20, 1991 was electronically filed
and is incorporated herein by reference to Exhibit 1(b) to Post-Effective
Amendment No. 26.
(c) Certificate of Amendment of Fidelity Government Securities Fund to
Fidelity Institutional Cash Portfolios II, dated May 28, 1993 was
electronically filed and is incorporated herein by reference to Exhibit
1(c) to Post-Effective Amendment No. 26.
(d) Certificate of Amendment of Fidelity Institutional Cash Portfolios
II to Fidelity Institutional Cash Portfolios, dated May 28, 1993 was
electronically filed and is incorporated herein by reference to Exhibit
1(d) to Post-Effective Amendment No. 26.
2. By-laws of the Trust effective May 19, 1994 were electronically filed
and are incorporated herein by reference to Exhibit 2(a) to Union Street
Trust II's Post-Effective Amendment No. 10 (File No. 33-43757).
3. Not applicable.
4. Agreement and Plan of Reorganization and Liquidation among Fidelity
Insti- tutional Investors Trust and Fidelity Institutional Cash
Portfolios is filed herein as Exhibit 1 to the Proxy Statement and
Prospectus.
5. Not applicable.
6. (a) Management Contract between Fidelity Institutional Cash
Portfolios: Money Market Portfolio and Fidelity Management & Research
Company, dated May 30, 1993, was electronically filed and is incorporated
herein by reference to Exhibit 5(a) to Post-Effective Amendment No. 26.
(b) Management Contract between Fidelity Institutional Cash Portfolios:
U.S. Treasury Portfolio and Fidelity Management & Research Company, dated
May 30, 1993, was electronically filed and is incorporated herein by
reference to Exhibit 5(b) to Post-Effective Amendment No. 26.
(c) Management Contract between Fidelity Institutional Cash Portfolios:
U.S. Government Portfolio and Fidelity Management & Research Company, dated
May 30, 1993, was electronically filed and is incorporated herein by
reference to Exhibit 5(c) to Post-Effective Amendment No. 26.
(d) Management Contract between Fidelity Institutional Cash Portfolios:
U.S. Treasury Portfolio II and Fidelity Management & Research Company,
dated May 30, 1993, was electronically filed and is incorporated herein by
reference to Exhibit 5(d) to Post-Effective Amendment No. 26.
(e) Management Contract between Fidelity Institutional Cash Portfolios:
Domestic Money Market Portfolio and Fidelity Management & Research Company,
dated May 30, 1993, was electronically filed and is incorporated herein
by reference to Exhibit 5(e) to Post-Effective Amendment No. 26.
(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 May 30, 1993, was electronically filed
and is incorporated herein by reference to Exhibit 5(f) to Post-Effective
Amendment No. 26.

(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 May 30, 1993, was electronically
filed and is incorporated herein by reference to Exhibit 5(g) to
Post-Effective Amendment No. 26.
(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 May 30, 1993, was
electronically filed and is incorporated herein by reference to Exhibit
5(h) to Post-Effective Amendment No. 26.
(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 May 30, 1993, was electronically
filed and is incorporated herein by reference to Exhibit 5(i) to
Post-Effective Amendment No. 26.
(j) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios: Money Market
Portfolio and FMR Texas Inc., dated May 30, 1993, was electronically filed
and is incorporated herein by reference to Exhibit 5(j) to Post-Effective
Amendment No. 26.
7. (a) General Distribution Agreement between Fidelity Institutional Cash
Portfolios: U.S. Treasury Portfolio and Fidelity Distributors Corporation,
dated May 30, 1993, was electronically filed and is incorporated herein by
reference to Exhibit 6(a) to Post-Effective Amendment No. 26.
(b) General Distribution Agreement between Fidelity Institutional Cash
Portfolios: U.S. Treasury Portfolio II and Fidelity Distributors
Corporation, dated May 30, 1993, was electronically filed and is
incorporated herein by reference to Exhibit 6(b) to Post-Effective
Amendment No. 26.
(c) General Distribution Agreement between Fidelity Institutional Cash
Portfolios: U.S. Government Portfolio and Fidelity Distributors
Corporation, dated May 30, 1993, was electronically filed and is
incorporated herein by reference to Exhibit 6(c) to Post-Effective
Amendment No. 26.
(d) General Distribution Agreement between Fidelity Institutional Cash
Portfolios: Domestic Money Market Portfolio and Fidelity Distributors
Corporation, dated May 30, 1993, was electronically filed and is
incorporated herein by reference to Exhibit 6(d) to Post-Effective
Amendment No. 26.
(e) General Distribution Agreement between Fidelity Institutional Cash
Portfolios: Money Market Portfolio and Fidelity Distributors Corporation,
dated May 30, 1993, was electronically filed and is incorporated herein by
reference to Exhibit 6(e) to Post-Effective Amendment No. 26.
8. Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners effective November 1, 1989, was electronically filed and
is incorporated herein by reference to Exhibit 7 to Union Street Trust's
Post-Effective Amendment No. 87.
9. (a) Custodian Agreement and Appendix C, dated December 1, 1994,
between Morgan Guaranty Trust Company of New York and Fidelity
Institutional Cash Portfolios on behalf of U.S. Treasury Portfolio, U.S.
Government Portfolio, Money Market Portfolio, and Domestic Money Market
Portfolio was electronically filed and is incorporated herein by reference
to Exhibit 8(c) to Fidelity Hereford Street Trust's Post-Effective
Amendment No. 4 (File No. 33-52577).
(b) Appendix A, dated June 16, 1995, to the Custodian Agreement, dated
December 1, 1994, between Morgan Guaranty Trust Company of New York and
Fidelity Institutional Cash Portfolios Trust on behalf of U.S. Treasury
Portfolio, U.S. Government Portfolio, Money Market Portfolio, and Domestic
Money Market Portfolio was electronically filed and is incorporated herein
by reference to Exhibit 8(b) to Post-Effective Amendment No. 28.
(c) Appendix B, dated April 20, 1995, to the Custodian Agreement, dated
December 1, 1994, between Morgan Guaranty Trust Company of New York and
Fidelity Institutional Cash Portfolios Trust on behalf of U.S. Treasury
Portfolio, U.S. Government Portfolio, Money Market Portfolio, and Domestic
Money Market Portfolio was electronically filed and is incorporated herein
by reference to Exhibit 8(d) to Fidelity Hereford Street Trust's
Post-Effective Amendment No. 5 (File No. 33-52577).
(d) Custodian Agreement, Appendix A, and Appendix C, dated December 1,
1994, between The Bank of New York and Fidelity Institutional Cash
Portfolios on behalf of U.S. Treasury Portfolio II was electronically filed
and is incorporated herein by reference to Exhibit 8(a) to Fidelity
Hereford Street Trust's Post-Effective Amendment No. 4 (File No. 33-52577).
(d) Appendix B, dated April 20, 1995, to the Custodian Agreement, dated
December 1, 1994, between The Bank of New York and Fidelity Institutional
Cash Portfolios on behalf of U.S. Treasury Portfolio II was electronically
filed and is incorporated herein by reference to Exhibit 8(b) to Fidelity
Hereford Street Trust's Post-Effective Amendment No. 5 (File No. 33-52577).
10. (a) Distribution and Service Plan of Fidelity Institutional Cash
Portfolios: Money Market Portfolio was electronically filed and is
incorporated herein by reference to Exhibit 15(a) to Post-Effective
Amendment No. 26.
(b) Distribution and Service Plan of Fidelity Institutional Cash
Portfolios: U.S. Treasury Portfolio was electronically filed and is
incorporated herein by reference to Exhibit 15(b) to Post-Effective
Amendment No. 26.
(c) Distribution and Service Plan of Fidelity Institutional Cash
Portfolios: U.S. Government Portfolio was electronically filed and is
incorporated herein by reference to Exhibit 15(c) to Post-Effective
Amendment No. 26.
(d) Distribution and Service Plan of Fidelity Institutional Cash
Portfolios: U.S. Treasury Portfolio II was electronically filed and is
incorporated herein by reference to Exhibit 15(d) to Post-Effective
Amendment No. 26.
(e) Distribution and Service Plan of Fidelity Institutional Cash
Portfolios: Domestic Money Market Portfolio was electronically filed and is
incorporated herein by reference to Exhibit 15(e) to Post-Effective
Amendment No. 26.
(f) Distribution and Service Plan pursuant to Rule 12b-1, for each of
the portfolios of Fidelity Institutional Cash Portfolios: Class II, was
electronically filed and is incorporated herein by reference to Exhibit
15(f) to Post-Effective Amendment No. 28.
(g) Distribution and Service Plan pursuant to Rule 12b-1, for each of
the portfolios of Fidelity Institutional Cash Portfolios: Class III, was
electronically filed and is incorporated herein by reference to Exhibit
15(g) to Post-Effective Amendment No. 28.
(h) A Multiple Class of Shares was electronically filed and is
incorporated herein by reference to Exhibit 18 to Post-Effective Amendment
No. 28.
11. Opinion and Consent of Kirkpatrick & Lockhart LLP as to the legality
of shares being registered is filed herein as Exhibit 11.
12. Opinion and Consent of Kirkpatrick & Lockhart LLP as to tax matters
in connection with the reorganization of SLAM is filed herein as
Exhibit 12.
13. Not applicable.
14. (a) Consent of Coopers & Lybrand, L.L.P. is filed herein as
Exhibit 14(a).
(b) Consent of Price Waterhouse LLP is filed herein as Exhibit 14(b).
15. Not applicable.
16. Not applicable.
17. Rule 24f-2 Notice for Registrant's most recent fiscal year ended
March 31, 1995 is filed herein as Exhibit 17.
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 the applicable registration form for reoffering by persons who may be
deemed underwriters, in addition to the information called for by the other
items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as 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 securities at that time shall be deemed to be the initial bona fide
offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, and the Commonwealth of
Massachusetts, on the 22nd day of March 1996.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS
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.
(Signature) (Title) (Date)

<TABLE>
<CAPTION>
<S> <C> <C>
/s/Edward C. Johnson 3d(dagger) President and Trustee March 22, 1996

Edward C. Johnson 3d (Principal Executive Officer)

</TABLE>

/s/Kenneth A. Rathgeber Treasurer March 22, 1996

Kenneth A. Rathgeber

/s/J. Gary Burkhead Trustee March 22, 1996

J. Gary Burkhead

/s/Ralph F. Cox * Trustee March 22, 1996

Ralph F. Cox

/s/Phyllis Burke Davis * Trustee March 22, 1996

Phyllis Burke Davis

/s/Richard J. Flynn * Trustee March 22, 1996

Richard J. Flynn

/s/E. Bradley Jones * Trustee March 22, 1996

E. Bradley Jones

/s/Donald J. Kirk * Trustee March 22, 1996

Donald J. Kirk

/s/Peter S. Lynch * Trustee March 22, 1996

Peter S. Lynch

/s/Edward H. Malone * Trustee March 22, 1996

Edward H. Malone

/s/Marvin L. Mann_____* Trustee March 22, 1996

Marvin L. Mann

/s/Gerald C. McDonough* Trustee March 22, 1996

Gerald C. McDonough

/s/Thomas R. Williams * Trustee March 22, 1996

Thomas R. Williams

(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated December 15, 1994 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated December 15, 1994 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:

<TABLE>
<CAPTION>
<S> <C>
Daily Money Fund Fidelity Institutional Tax-Exempt Cash Portfolios
Daily Tax-Exempt Money Fund Fidelity Institutional Investors Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Court Street Trust II Fidelity New York Municipal Trust II
Fidelity Hereford Street Trust Fidelity Phillips Street Trust
Fidelity Institutional Cash Portfolios Fidelity Union Street Trust II

</TABLE>

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 President and Board Member (collectively, the
"Funds"), hereby severally constitute and appoint J. Gary Burkhead, 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 any
Registration Statements of the Funds on Form N-1A, Form N-8A 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
attorney-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. I hereby ratify and confirm all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d December 15, 1994

Edward C. Johnson 3d

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

</TABLE>

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

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

</TABLE>

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 Treasurer and principal financial and accounting
officer (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 him to sign for me and in my name, in
the appropriate capacity any Registration Statements of the Funds on Form
N-1A, Form N-8A 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 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.
WITNESS my hand on the date set forth below.

/s/Kenneth A. Rathgeber July 1, 1995

Kenneth A. Rathgeber

Exhibit 4
FORM OF AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
THIS AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION (the Agreement)
is made as of the 22nd day of April, 1996 by and among Fidelity
Institutional Investors Trust, a Delaware business trust, on behalf of
State and Local Asset Management Series: Government Money Market Portfolio
(SLAM), a series of Fidelity Institutional Investors Trust and Fidelity
Institutional Cash Portfolios (FICP), a Delaware business trust, on behalf
of Treasury, a series of FICP. Fidelity Institutional Investors Trust and
FICP may be referred to herein collectively as the "Trusts" or each
individually as a "Trust." Treasury and SLAM may be referred to herein
collectively as the "Funds" or each individually as the "Fund."
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of section 368(a)(1)(C) of the United
States Internal Revenue Code of 1986, as amended (the Code). The
reorganization will comprise of: (a) the transfer of all of the assets of
SLAM to Treasury in exchange solely for Treasury Class I Shares of
beneficial interest (the Treasury Shares) and the assumption by Treasury of
SLAM's liabilities; and (b) the constructive distribution of the Treasury
Shares by SLAM to SLAM shareholders in complete liquidation and termination
of SLAM in exchange for all of SLAM's outstanding shares. SLAM shall
receive Treasury Shares equal to the number of full and fractional shares
in SLAM then outstanding, which SLAM shall then distribute to its
shareholders. The foregoing transactions are referred to herein as the
"Reorganization."
In consideration of the mutual promises and subject to the terms and
conditions herein, the parties covenant and agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF SLAM. SLAM represents and warrants
to and agrees with Treasury that:
(a) SLAM is a series of Fidelity Institutional Investors Trust, a business
trust duly organized, validly existing, and in good standing under the laws
of the State of Delaware, and has the power to own all of its properties
and assets and to carry out its obligations under this Agreement. It has
all necessary federal, state, and local authorizations to carry on its
business as now being conducted and to carry out this Agreement;
(b) Fidelity Institutional Investors Trust is an open-end, management
investment company duly registered under the Investment Company Act of
1940, as amended (the 1940 Act), and such registration is in full force and
effect;
(c) The Prospectus and Statement of Additional Information of SLAM dated
January 19, 1996, previously furnished to Treasury, did not and does not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of SLAM, threatened against SLAM which assert
liability on the part of SLAM. SLAM knows of no facts which might form the
basis for the institution of such proceedings;
(e) SLAM is not in, and the execution, delivery, and performance of this
Agreement will not result in, violation of any provision of its Trust
Instrument or By-laws, or, to the knowledge of SLAM, of any agreement,
indenture, instrument, contract, lease, or other undertaking to which SLAM
is a party or by which SLAM is bound or result in the acceleration of any
obligation or the imposition of any penalty under any agreement, judgment
or decree to which SLAM is a party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of Operations,
the Statement of Changes in Net Assets, Per-Share Data and Ratios, and the
Schedule of Investments (including market values) of SLAM at November 30,
1995, have been audited by Coopers & Lybrand L.L.P., independent
accountants, and have been furnished to Treasury. Unaudited financial
statements and the Schedule of Investments (including market values) for
the six-month period ended May 31, 1996 shall be furnished to Treasury
promptly following the availability of such documents. Said Statements of
Assets and Liabilities and Schedules of Investments fairly present, or will
present, the Fund's financial position as of such dates and said Statement
of Operations and Changes in Net Assets fairly reflect, or will reflect,
its results of operations and changes in financial position for the periods
covered thereby in conformity with generally accepted accounting principles
consistently applied;
(g) SLAM has no known liabilities of a material nature, contingent or
otherwise, other than those shown as belonging to it on its Statement of
Assets and Liabilities and those incurred in the ordinary course of
business as an investment company as of November 30, 1995;
(h) The registration statement (Registration Statement) filed with the
Securities and Exchange Commission (Commission) by Treasury on Form N-14
relating to the Treasury Shares issuable hereunder and the proxy statement
of SLAM included therein (Proxy Statement), on the effective date of the
Registration Statement and insofar as they relate to SLAM (i) will comply
in all material respects with the provisions of the Securities Act of 1933,
as amended (the 1933 Act), the Securities Exchange Act of 1934, as amended
(the 1934 Act), and the 1940 Act, and the rules and regulations thereunder,
and (ii) will not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; and at the time of the shareholders'
meeting referred to in Section 7 and on the Closing Date (as defined in
Section 6), the prospectus contained in the Registration Statement of which
the Proxy Statement is a part (the Prospectus), as amended or supplemented,
insofar as it relates to SLAM, will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(i) All material contracts and commitments of SLAM (other than this
Agreement) will be terminated without liability to SLAM prior to the
Closing Date (other than those made in connection with redemptions of
shares and the purchase and sale of portfolio securities made in the
ordinary course of business);
(j) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by SLAM of the
transactions contemplated by this Agreement, except such as have been
obtained under the 1933 Act, the 1934 Act, the 1940 Act, and state
securities or blue sky laws (which term as used herein shall include the
securities laws of the District of Columbia and Puerto Rico);
(k) SLAM has filed or will file all federal and state tax returns which, to
the knowledge of SLAM's officers, are required to be filed by SLAM and has
paid or will pay all federal and state taxes shown to be due on said
returns or provision shall have been made for the payment thereof, and, to
the best of SLAM's knowledge, no such return is currently under audit and
no assessment has been asserted with respect to such returns;
(l) SLAM has met the requirements of Subchapter M of the Code for
qualification and treatment as a regulated investment company for all prior
taxable years and intends to meet such requirements for its current taxable
year ending on the Closing Date (as defined in section 6);
(m) All of the issued and outstanding shares of SLAM are, and at the
Closing Date, will be duly and validly issued and outstanding and fully
paid and nonassessable as a matter of Delaware law and have been offered
for sale in conformity with all applicable federal securities laws. All of
the outstanding shares of SLAM will, at the Closing Date, be held by the
persons and in the amounts set forth in the list of shareholders submitted
to Treasury in accordance with this Agreement;
(n) At the Closing Date, SLAM will have the full right, power, and
authority to sell, assign, transfer, and deliver its portfolio securities
and any other assets of SLAM to be transferred to Treasury pursuant to this
Agreement. At the Closing Date, subject only to the delivery of SLAM's
portfolio securities and any such other assets as contemplated by this
Agreement, Treasury will acquire SLAM's portfolio securities and any such
other assets subject to no encumbrances, liens, or security interests
(except for those that may arise in the ordinary course and are disclosed
to Treasury) and without any restrictions upon the transfer thereof; and
(o) The execution, performance, and delivery of this Agreement will have
been duly authorized prior to the Closing Date by all necessary corporate
action on the part of SLAM, and this Agreement constitutes a valid and
binding obligation of SLAM enforceable in accordance with its terms,
subject to shareholder approval.
2. REPRESENTATIONS AND WARRANTIES OF TREASURY. Treasury represents and
warrants to and agrees with SLAM that:
(a) Treasury is a series of FICP, a business trust duly organized, validly
existing, and in good standing under the laws of the State of Delaware, and
has the power to own all of its properties and assets and to carry out its
obligations under this Agreement. It has all necessary federal, state, and
local authorizations to carry on its business as now being conducted and to
carry out this Agreement;
(b) FICP is an open-end, management investment company duly registered
under the 1940 Act, and such registration is in full force and effect;
(c) The Prospectus and Statement of Additional Information of Treasury
Class I, dated November 1, 1995, previously furnished to SLAM did not and
does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Treasury, threatened against Treasury which
assert liability on the part of Treasury. Treasury knows of no facts which
might form the basis for the institution of such proceedings;
(e) Treasury is not in, and the execution, delivery, and performance of
this Agreement will not result in, violation of any provision of its Trust
Instrument or By-laws, or, to the knowledge of Treasury, of any agreement,
indenture, instrument, contract, lease, or other undertaking to which
Treasury is a party or by which Treasury is bound or result in the
acceleration of any obligation or the imposition of any penalty under any
agreement, judgment, or decree to which Treasury is a party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of Operations,
the Statement of Changes in Net Assets, Per-Share Data and Ratios, and the
Schedule of Investments (including market values) of Treasury Class I at
March 31, 1995, have been audited by Price Waterhouse LLP, independent
accountants, and have been furnished to SLAM together with such unaudited
financial statements and Schedule of Investments (including market values)
for the six-month period ended September 30, 1995. Said Statements of
Assets and Liabilities and Schedules of Investments fairly present its
financial position as of such dates and said Statement of Operations and
Changes in Net Assets fairly reflect its results of operations and changes
in financial position for the periods covered thereby in conformity with
generally accepted accounting principles consistently applied;
(g) Treasury has no known liabilities of a material nature, contingent or
otherwise, other than those shown as belonging to it on its Statement of
Assets and Liabilities and those incurred in the ordinary course of
business as an investment company as of September 30, 1995;
(h) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Treasury of the
transactions contemplated by this Agreement, except such as have been
obtained under the 1933 Act, the 1934 Act, the 1940 Act, and state
securities or blue sky laws (which term as used herein shall include the
securities laws of the District of Columbia and Puerto Rico);
(i) Treasury has filed or will file all federal and state tax returns
which, to the knowledge of Treasury's officers, are required to be filed by
Treasury and has paid or will pay all federal and state taxes shown to be
due on said returns or provision shall have been made for the payment
thereof, and, to the best of Treasury's knowledge, no such return is
currently under audit and no assessment has been asserted with respect to
such returns;
(j) Treasury has met the requirements of Subchapter M of the Code for
qualification and treatment as a regulated investment company for all prior
taxable years and intends to meet such requirements for its current taxable
year;
(k) By the Closing Date, the Treasury Shares to be issued to SLAM will
have been duly authorized and, when issued and delivered pursuant to this
Agreement, will be legally and validly issued and will be fully paid and
nonassessable by Treasury, and no shareholder of Treasury Class I will have
any preemptive right of subscription or purchase in respect thereof;
(l) The execution, performance, and delivery of this Agreement will have
been duly authorized prior to the Closing Date by all necessary corporate
action on the part of Treasury, and this Agreement constitutes a valid and
binding obligation of Treasury enforceable in accordance with its terms,
subject to approval by the shareholders of SLAM;
(m) The Registration Statement and the Proxy Statement, on the effective
date of the Registration Statement and insofar as they relate to Treasury,
(i) will comply in all material respects with the provisions of the 1933
Act, the 1934 Act, and the 1940 Act, and the rules and regulations
thereunder, and (ii) will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and at the time of
the shareholders' meeting referred to in Section 7 and on the Closing Date
(as defined in section 6), the Prospectus, as amended or supplemented,
insofar as it relates to Treasury, will not contain any untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(n) The issuance of the Treasury Shares pursuant to this Agreement will be
in compliance with all applicable federal securities laws; and
(o) All of the issued and outstanding Treasury Shares have been offered
for sale and sold in conformity with the federal securities laws.
3. REORGANIZATION.
(a) Subject to the requisite approval of the shareholders of SLAM and to
the other terms and conditions contained herein, SLAM agrees to assign,
sell, convey, transfer, and deliver to Treasury on the Closing Date (as
defined in Section 6) all of the assets of SLAM (as set forth in section
3(b)) existing on the Closing Date. Treasury agrees in exchange therefor:
(i) to assume all of SLAM's liabilities, described in section 3(c),
existing on the Closing Date, whether or not determinable on the Closing
Date, and (ii) to issue and deliver to SLAM the number of Treasury Shares
equal in value (calculated in the manner and as of the time set forth in
sections 4(d) and 4(a)) to the net asset value per share of SLAM
(calculated in the manner and as of the time set forth in sections 4(b) and
4(a)).
(b) The assets of SLAM to be acquired by Treasury shall include, without
limitation, all cash, cash equivalents, securities, receivables (including
interest or dividends receivable), claims, choses in action, and other
property owned by SLAM, and any deferred or prepaid expenses shown as an
asset on the books of SLAM on the Closing Date. SLAM will pay or cause to
be paid to Treasury any dividend or interest payments received by it on or
after the Closing Date with respect to the assets transferred to Treasury
hereunder, and Treasury will retain any dividend or interest payments
received by it after the Valuation Time (as defined in Section 4) with
respect to the assets transferred hereunder without regard to the payment
date thereof.
(c) The liabilities of SLAM to be assumed by Treasury shall include
(except as otherwise provided for herein) all of SLAM's liabilities, debts,
obligations, and duties, of whatever kind or nature, whether absolute,
accrued, contingent, or otherwise, arising in the ordinary course of
business, whether or not determinable on the Closing Date, and whether or
not specifically referred to in this Agreement. Notwithstanding the
foregoing, SLAM agrees to use its best efforts to discharge all of its
known liabilities prior to the Closing Date.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable (the Liquidation Date), SLAM will constructively
distribute pro rata to its shareholders of record, determined as of the
Valuation Time on the Closing Date, the Treasury Shares in exchange for
such shareholders' shares of beneficial interest in SLAM, and SLAM will
then be liquidated in accordance with the Trust Instrument of Fidelity
Institutional Investors Trust. Such distribution shall be accomplished by
the Funds' transfer agent opening accounts on transfer books for the
Treasury Shares in the names of the SLAM shareholders and transferring the
Treasury Shares thereto. Each SLAM shareholder's account shall be credited
with the respective number of full and fractional (rounded to the third
decimal place) Treasury Shares due that shareholder. All outstanding SLAM
shares, including any represented by certificates, shall simultaneously be
canceled on SLAM's share transfer records. Treasury shall not issue
certificates representing Treasury Shares in connection with the
Reorganization.
(e) Any reporting responsibility of SLAM is and shall remain its
responsibility up to and including the date on which it is terminated.
(f) Any transfer taxes payable upon issuance of the Treasury Shares in a
name other than that of the registered holder on SLAM's books of the SLAM
shares constructively exchanged for the Treasury Shares shall be paid by
the person to whom such Treasury Shares are to be issued, as a condition of
such transfer.
4. VALUATION.
(a) The Valuation Time shall be 5:00 p.m. Eastern time on the Closing Date
(as defined in section 6) (the Valuation Time).
(b) On the Closing Date, Treasury will deliver to SLAM the number of full
and fractional Treasury Shares having an aggregate net asset value equal to
the net asset value per share of SLAM multiplied by the number of shares of
SLAM then outstanding, determined as provided in this section 4.
(c) The net asset value of the Treasury Shares to be delivered to SLAM,
the value of the assets of SLAM transferred hereunder, and the value of the
liabilities of SLAM to be assumed hereunder shall in each case be
determined as of the Valuation Time.
(d) The net asset value per share of the Treasury Shares shall be computed
in the manner set forth in the then-current Treasury Class I Prospectus and
Statement of Additional Information, and the value of the assets of SLAM as
well as its net asset value per share shall be computed in the manner set
forth in the then-current SLAM Prospectus and Statement of Additional
Information.
(e) All computations pursuant to this Section shall be made by or under
the direction of Fidelity Service Co., a division of FMR Corp., in
accordance with its regular practice as pricing agent for SLAM and
Treasury.
5. FEES; EXPENSES.
(a) Pursuant to SLAM's management contract with Fidelity Management &
Research Company (FMR), FMR will pay all fees and expenses, including
legal, accounting, printing, filing, and proxy solicitation expenses,
portfolio transfer taxes (if any), or other similar expenses incurred in
connection with the transactions contemplated by this Agreement (but not
including costs incurred in connection with the purchase or sale of
portfolio securities).
(b) Each of Treasury and SLAM represents that there is no person who has
dealt with it who by reason of such dealings is entitled to any broker's or
finder's or other similar fee or commission arising out of the transactions
contemplated by this Agreement.
6. CLOSING DATE
(a) The Reorganization, together with related acts necessary to consummate
the same, unless otherwise provided herein, shall occur at the principal
office of the Trusts, 82 Devonshire Street, Boston, Massachusetts, at the
Valuation Time on July 31, 1996 (Closing Date), or at some other time,
date, and place agreed to by SLAM and Treasury.
(b) In the event that on the Closing Date: (i) the Federal Reserve Bank
of New York is closed, (b) the market for government securities is closed
to trading or trading thereon is restricted, or (ii) trading or the
reporting of trading on said market or elsewhere is disrupted so that
accurate appraisal of the value of the total net assets of SLAM and
Treasury is impracticable, the Closing Date shall be postponed until the
first business day after the day when such trading shall have been fully
resumed and such reporting shall have been restored, or such other date as
the parties may agree.
7. SHAREHOLDER MEETING AND TERMINATION OF SLAM
(a) SLAM agrees to call a meeting of its shareholders to be held after the
effective date of the Registration Statement, to consider transferring its
assets to Treasury as herein provided, adopting this Agreement, and
authorizing the liquidation of SLAM.
(b) SLAM agrees that as soon as reasonably practicable after the
distribution of the Treasury Shares, SLAM shall be terminated as a series
of Fidelity Institutional Investors Trust pursuant to its Trust Instrument,
any further actions shall be taken in connection therewith as required by
applicable law, and on and after the Closing Date, SLAM shall not conduct
any business except in connection with its liquidation and termination.
8. CONDITIONS TO OBLIGATIONS OF TREASURY. The obligations of Treasury
hereunder shall be subject to the following conditions:
(a) That SLAM furnishes to Treasury a statement, dated as of the Closing
Date, signed by the Treasurer or Assistant Treasurer of SLAM, certifying
that as of the Valuation Time on the Closing Date all representations and
warranties of SLAM made in this Agreement are true and correct in all
material respects and that SLAM has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at or
prior to such date;
(b) That SLAM, on or prior to the Closing Date, furnishes Treasury with
copies of the resolutions, certified by an officer of Fidelity
Institutional Investors Trust, evidencing the adoption of this Agreement
and the approval of the transactions contemplated herein by the requisite
vote of the holders of the outstanding shares of beneficial interest of
SLAM;

Exhibit 11
KIRKPATRICK & LOCKHART LLP

1800 MASSACHUSETTS AVENUE, NW
2ND FLOOR
WASHINGTON, D.C. 20036-1800
March 19, 1996
Fidelity Institutional Cash Portfolios
82 Devonshire Street
Boston, Massachusetts 02109
Ladies and Gentlemen:
You have requested our opinion regarding certain matters in connection
with the issuance of shares of Treasury, a series of Fidelity Institutional
Cash Portfolios (the "Trust"), pursuant to a Registration Statement filed
by the Trust on Form N-14 ("Registration Statement") under the Securities
Act of 1933 ("1933 Act"). Treasury currently offers three classes of
shares: Class I, Class II, and Class III. We understand that only Class I
Shares of Treasury will be issued in connection with the proposed
acquisition by Treasury of all of the assets of State and Local Asset
Management Series: Government Money Market Portfolio ("SLAM"), a series of
Fidelity Institutional Investors Trust, and the assumption by Treasury of
the liabilities of SLAM, solely in exchange for Class I Shares of Treasury.

We have, as counsel, participated in various business and other matters
relating to the Trust. We have examined copies, either certified or
otherwise proved to be genuine, of the Trust's Trust Instrument, the
minutes of the meetings of the trustees and other documents relating to the
organization and operation of the Trust and the authorization and issuance
of shares of beneficial interest of the Trust. Based upon this
examination, we are of the opinion that the shares to be issued pursuant to
the Registration Statement, when issued upon the terms provided in the
Registration Statement, subject to compliance with the 1933 Act, the
Investment Company Act of 1940, and applicable state law regulating the
offer and sale of securities, will be legally issued, fully paid, and
non-assessable.
The Trust is an entity of the type commonly known as a "Delaware business
trust." Under Delaware law, shareholders of a business trust are entitled
to the same limitations of personal liability extended to stockholders of
private corporations for profit. The Trust's Trust Instrument contains a
disclaimer of shareholder liability for the debts, liabilities,
obligations, and expenses of the Trust and any series thereof and requires
that each contract entered into or executed by or on behalf of the Trust or
the trustees relating to the Trust or to a series of the Trust 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
recitation shall not operate to bind any shareholder). The Trust
Instrument provides: (i) for indemnification out of a series' property of
any shareholder or former shareholder held personally liable for the
obligations of the series; and (ii) that a series shall, upon request,
assume the defense of any claim made against any shareholder for any act or
obligation of that series and satisfy any judgment thereon.

We hereby consent to the reference to our firm under the captions "Federal
Income Tax Consequences of the Reorganization," "Federal Income Tax
Considerations," and "Legal Matters" in the Proxy Statement and Prospectus
which constitutes a part of the Registration Statement. We further consent
to your filing a copy of this opinion as an exhibit to the Registration
Statement.
Yours truly,
/s/ Kirkpatrick & Lockhart LLP

March 22, 1996
Fidelity Institutional Investors Trust
Fidelity Institutional Cash Portfolios
82 Devonshire Street
Boston, MA 02109
Ladies and Gentlemen:
Fidelity Institutional Investors Trust ("FIIT"), a Delaware business
trust, on behalf of State and Local Asset Management Series: Government
Money Market Portfolio ("Acquired"), a series of FIIT, and Fidelity
Institutional Cash Portfolios ("FICP"), a Delaware business trust, on
behalf of Treasury ("Acquiring"), a series of FICP, have requested our
opinion as to certain federal income tax consequences of a transaction
("Reorganization") in which Acquiring will acquire all of the assets and
assume all of the liabilities of Acquired in exchange solely for Class I
Shares of beneficial interest in Acquiring ("Acquiring Shares") pursuant to
an Agreement and Plan of Reorganization and Liquidation ("Agreement") to be
entered into between Acquired and Acquiring on April 22, 1996.
In rendering this opinion, we have examined a draft of the Agreement
("Draft Agreement"), the prospectus/proxy statement to be filed with the
Securities and Exchange Commission in connection with the Reorganization,
the currently effective prospectuses and statements of additional
information of Acquired and Acquiring, and such other documents as we have
deemed necessary. We have also relied, with your consent, on certificates
of officers of FIIT and FICP.
OPINION
Based solely on the facts and representations set forth in the reviewed
documents and the certificates of officers of FICP and FIIT, and assuming
that (i) those representations are true on the date of the Reorganization,
(ii) the Reorganization is consummated in accordance with the Agreement,
and (iii) the Agreement does not differ materially from the Draft
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 Acquired and
Acquiring will each be parties to the Reorganization under section 368(b)
of the Code.
2. No gain or loss will be recognized by Acquired upon the transfer of all
of its assets to Acquiring in exchange solely for Acquiring Shares and
Acquiring's assumption of Acquired's liabilities followed by the
distribution of those Acquiring Shares to the Acquired shareholders in
liquidation of Acquired.
3. No gain or loss will be recognized by Acquiring on the receipt of
Acquired's assets in exchange solely for Acquiring Shares and the
assumption of Acquired's liabilities.
4. The basis of Acquired's assets in the hands of Acquiring will be the
same as the basis of such assets in Acquired's hands immediately prior to
the Reorganization.
5. Acquiring's holding period in the assets to be received from Acquired
will include Acquired's holding period in such assets.
6. The Acquired shareholders will recognize no gain or loss on the
exchange of the shares of beneficial interest in Acquired ("Acquired
Shares") solely for the Acquiring Shares in the Reorganization.
7. The Acquired shareholders' basis in the Acquiring Shares to be received
by them will be the same as their basis in the Acquired Shares to be
surrendered in exchange therefor.
8. The holding period of the Acquiring Shares to be received by the
Acquired shareholders will include the holding period of the Acquired
Shares to be surrendered in exchange therefor, provided those Acquired
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 "Federal Income
Tax Consequences of the Reorganization," "Federal Income Tax
Considerations," and "Legal Matters" sections of that Registration
Statement.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP

CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the Proxy
Statement and Prospectus (the Proxy/Prospectus) constituting part of this
Registration Statement on Form N-14 (the Registration Statement) of State
and Local Asset Management Series: Government Money Market Portfolio
(SLAM), a series of Fidelity Institutional Investors Trust, of our report
dated December 29, 1995 on the financial statements and financial
highlights included in the November 30, 1995 Annual Report to Shareholders
of SLAM.
We further consent to the references to our Firm under the headings
"Experts" and "Financial Highlights" in the Proxy/Prospectus and to the
references to our Firm under the headings "Financial Highlights" in the
Prospectus and "Auditor" in the Statement of Additional Information for
SLAM, which are also incorporated by reference into the Proxy/Prospectus.
/s/ COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
March 22, 1996
TO BE USED IN A POST-EFFECTIVE AMENDMENT WHERE THERE ARE TWO OR MORE
PROSPECTUSES COVERING FUNDS IN THE SAME TRUST (E.G., DEVONSHIRE TRUST).

CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the Prospectuses
and Statements of Additional Information in Post-Effective Amendment No. [
] to the Registration Statement on Form N-1A of [TRUST NAME: FUND NAMES] of
our reports dated [DATE OF OPINION] on the financial statements and
financial highlights included in the [FISCAL YEAR END] Annual Reports to
Shareholders of [FUND NAMES].
We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectuses and "Auditor" in the Statements
of Additional Information.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
[DATE HANDING OFF 485(b) FOR FILING]

CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the Proxy
Statement and Prospectus (the Proxy/Prospectus) constituting part of this
Registration Statement on Form N-14 (the Registration Statement) of
Fidelity Institutional Cash Portfolios: Treasury (formerly Treasury II), of
our report dated May 4, 1995 on the financial statements and financial
highlights included in the March 31, 1995 Annual Report to Shareholders of
Treasury.
We further consent to the references to our Firm under the headings
"Experts" and "Financial Highlights" in the Proxy/Prospectus and to the
references to our Firm under the headings "Financial Highlights" in the
Prospectus and "Auditor" in the Statement of Additional Information for
Treasury, which are also incorporated by reference into the
Proxy/Prospectus.
/s/ PRICE WATERHOUSE LLP
Boston, Massachusetts
March 22, 1996

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Institutional Cash Portfolios
(Name of Registrant)
File No. 2-74808
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, 1995
(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
1,102,149,339 shares
(iv) Number of Securities Sold During Fiscal Year
48,725,204,004 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
47,089,645,009 shares
<TABLE>
<S> <C> <C>
Number of Shares Aggregate Price
Sales Pursuant to Rule 24f-2: 47,089,645,009 $ 47,089,645,009
Redemptions: (46,578,797,294) $ (46,578,797,294)
Net Sales Pursuant to Rule 24f-2: 510,847,715 $ 510,847,715
</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: $176,155.62
Fidelity Institutional Cash Portfolios
:
Money Market Portfolio
By John H. Costello
Assistant Treasurer
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, 1995
(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
153,614,466 shares
(iv) Number of Securities Sold During Fiscal Year
7,876,200,030 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
7,747,166,752 shares
<TABLE>
<CAPTION>
<S> <C> <C>
Number of Shares Aggregate Price
Sales Pursuant to Rule 24f-2: 7,747,166,752 $ 7,747,166,752
Redemptions: (7,747,166,752) $ (7,747,166,752)
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
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, 1995
(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
1,975,720,984 shares
(iv) Number of Securities Sold During Fiscal Year
26,095,770,215 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
26,095,770,215 shares
<TABLE>
<CAPTION>
<S> <C> <C>
Number of Shares Aggregate Price
Sales Pursuant to Rule 24f-2: 26,095,770,215 $ 26,095,770,215
Redemptions See Note (2) : (26,095,770,215) $ (26,095,770,215)
Note (2) : The total number of shares redeemed for the total dollar
amount of
redemptions for the fiscal period ended March 31, 1995
, aggregated
26,569,179,903
and $26,569,179,903
, 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
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, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal
Year
Registered Other Than Pursuant to Rule 24f-2
636,293,546 shares
(iii) Number of Securities Registered During Fiscal Year Other Than
Pursuant
to Rule 24f-2
454,595,986 shares
(iv) Number of Securities Sold During Fiscal Year
6,383,701,214 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
6,383,701,214 shares
<TABLE>
<CAPTION>
<S> <C> <C>
Number of Shares Aggregate Price
Sales Pursuant to Rule 24f-2: 6,383,701,214 $ 6,383,701,214
Redemptions See Note (2) : (6,383,701,214) $ (6,383,701,214)
Note (2) : The total number of shares redeemed for the total dollar
amount of
redemptions for the fiscal period ended March 31, 1995
, aggregated
6,832,522,666
and $6,832,522,666
, 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
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, 1995
(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
1,086,109,540 shares
(iv) Number of Securities Sold During Fiscal Year
55,751,134,827 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
55,102,464,175 shares
<TABLE>
<CAPTION>
<S> <C> <C>
Number of Shares Aggregate Price
Sales Pursuant to Rule 24f-2: 55,102,464,175 $ 55,102,464,175
Redemptions: (55,102,464,175) $ (55,102,464,175)
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
Fidelity
Investments
Fidelity Management & Research Co.
82 Devonshire Street
Boston, MA 02109
617 570 7000
May 18, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice
Fidelity Institutional Cash Portfolios
File No. 2-74808
Gentlemen:
Pursuant to Rule 24f-2(b)(1) under the Investment Company Act of 1940,
enclosed herewith on behalf of the above fund is a Rule 24f-2 Notice for
the fiscal year ended March 31, 1995
. In accordance with Rule 24f-2(c), the
required filing fee of $176,155.62
was wired to Mellon Bank, in Pittsburgh,
Pennsylvania on May 18, 1995
.
Very truly yours,
Fidelity Institutional Cash Portfolios
By John H. Costello
Assistant Treasurer
Enclosures
May 12, 1995
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 and all applicable resolutions of the Trustees 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 attribut-
able 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 documentation 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

May 18, 1995

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 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 12, 1995, 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 2.06, 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.

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.

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.

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 142,418,747,365 shares of the Trust (the "Shares")
sold in reliance upon Rule 24f-2 during the fiscal year ended March
31, 1995.

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, subject to the possibility that a court might not
apply such law as described in the Funds' Statement of Additional
Information under the heading "Shareholder and Trustee Liability."
In rendering this opinion, I rely on the representation by the Trust
that it or its agent received consideration for the Shares in
accordance with the Trust Instrument and I express no opinion as
to compliance with the Securities Act of 1933, the Investment
Company Act of 1940, or applicable state "Blue Sky" or securities
laws in connection with sales of the Shares.

I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
Commission.

Very truly yours,

/s/Arthur S. Loring
Vice President - Legal

(..continued)
Arthur S. Loring, Esquire
May 12, 1995
Page 2
Arthur S. Loring, Esquire
May 12, 1995
Page 3
Arthur S. Loring, Esquire
May 12, 1995
Page 6
Arthur S. Loring, Esquire
May 12, 1995
Page 5
AAA11638.DOC
AAA11638.DOC