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 or the Fund), 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 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 such 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 is
practicable.
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. 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 Agreement. 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 the 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 of 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 Agreement and Plan of Reorganization and
Liquidation (Agreement) 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 Agreement being considered at
the Meeting will occur only if a sufficient number of votes are cast FOR
the Agreement. Accordingly, votes to ABSTAIN and votes AGAINST will have
the same effect in determining whether the Agreement 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
are entitled to vote at the Meeting. Such shareholders are 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 did not
own any shares of either SLAM or Treasury.
As of February 29, 1996, the following shareholders were known by the
trust or by Fidelity Institutional Cash Portfolios (FICP) to own of record
or beneficially 5% or more of each Fund's (and, with respect to Treasury,
each Class's) outstanding shares.
<TABLE>
<CAPTION>
SHAREHOLDE ADDRESS PERCENT OF PERCENT OF
R
OUTSTANDI OUTSTANDI
NG NG
FUND CLASS
SHARES SHARES
<S> <C> <C> <C>
SLAM
Palomar 15255 Innovation Drive 10.21% --
Pomerado Suite 202
Health System San Diego, CA 92128-3410
Culver City City Hall Account 7.74% --
PO Box 507
Culver City, CA 90232-0507
Mayor & City Bureau of Treasury 6.38% --
Council of Management
Baltimore 100 Guilford Avenue
Baltimore, MD 21202
City of Pompano 1993 Water/Sewer Revenue 5.66% --
Beach Construction Account
PO Drawer 1300
Pompano Beach, FL
33061-1300
First Trust of PO Box 64190 5.07% --
St. Paul 180 E. 5th Street
St Paul, MN 55164
FICP TREASURY - CLASS I
First Union Bank 401 South Tryon Street 8.78% 10.89%
of Charlotte Charlotte, NC 28226
Bank of Paco 8.00% 9.92%
America-Glendal PO Box 3577 Terminal Annex
e 333 S. Beaudry Avenue
23rd Floor
Los Angeles, CA 90017
Texas Obie and Co. 6.24% 7.74%
Commerce Bank Texas Commerce Bank
PO Box 2558
Houston, TX 77002-2558
FICP TREASURY - CLASS II
The Boatmen's One Boatmen's Plaza 1.04% 87.02%
National Bank of 800 Market Street
St. Louis St Louis, MO 63101
NationsBanc 901 Main Street, 21st Floor 0.12% 10.14%
Capital Markets 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 401 South Tryon Street 2.39% 13.13%
of Charlotte Charlotte, NC 28226
The Boatmen's One Boatmen's Plaza 1.33% 7.30%
National Bank of 800 Market Street
St. Louis St Louis, MO 63101
Chemical Bank Chemical Bank as Trustee 0.99% 5.46%
450 West 33rd Street, 15th
Floor
New York, NY 10001
</TABLE>
To the knowledge of the trust and FICP, no other shareholder owned of
record or beneficially 5% or more of the outstanding shares of SLAM or of
Treasury Class I, II, or III 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. No shareholder
held more than 25% of Treasury Class I shares. 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's 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 REQUIRES THE AFFIRMATIVE VOTE OF A
"MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF SLAM. UNDER THE
INVESTMENT COMPANY ACT OF 1940, (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 for more complete information.
The reorganization (the Reorganization) would merge SLAM into Treasury, a
larger money market fund also managed by FMR. If the Agreement 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 believe 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 Funds. 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 instruments 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 instruments.
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.
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 limit
total operating expenses of Treasury Class I (excluding interest, taxes,
brokerage commissions and extraordinary expenses) to 0.20% of its average
net assets. Without this limitation, the management fee and total operating
expenses of Treasury Class I would be 0.20% and 0.25%, respectively, of its
average net assets. If the Agreement 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 shareholder interest 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 institutional 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. With respect to SLAM, purchases
and redemptions via wire are accepted until 3:00 p.m. Eastern time; and
next day transactions such as purchases and redemptions made by check and
exchanges until 4:00 p.m. Eastern time on days the Fund is open for
business. Treasury accepts purchases and redemptions until 5:00 p.m.
Eastern time on days the Fund is open for business.
These and other distinctions are further discussed on page under the
heading "Comparison 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 Treasury Shares to SLAM 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
assets solely for Treasury Shares and the assumption by Treasury of SLAM
liabilities will occur at the Valuation Time (on or about 5:00 p.m. Eastern
time) 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 is
practicable thereafter.
The rights and privileges of the former shareholders of SLAM will be
effectively unchanged by the Reorganization other than as described
beginning on page under the headings "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 the trust as that term is defined in the 1940 Act (Independent
Trustees), has concluded that the Reorganization is in the best interest of
SLAM, that the terms of the Agreement are fair and reasonable, and that the
interest of SLAM shareholders will not be diluted as a result of the
Reorganization. Accordingly, the Board recommends approval of the
Agreement. In addition, the Board of Trustees of FICP, including the
Independent Trustees, has concluded that the Reorganization is in the best
interest of Treasury, the terms of the Agreement are fair and reasonable,
and that the interest of Treasury shareholders will not be diluted as a
result of the Reorganization.
EXPENSES
The total operating expense ratio of Treasury Class I will not change if
SLAM shareholders approve the Agreement. Treasury Class I's total operating
expenses are currently limited to 0.20% of its average net assets. This
voluntary 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 and exclude
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 period 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 (Treasury and SLAM) 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 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.
Pro Forma
Treasury Class SLAM Expenses
I 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 limitation.
EXAMPLE OF EFFECT OF FUND/CLASS EXPENSES
The following table illustrates the expenses on a hypothetical $1,000
investment in each Fund/Class under the current and pro forma (combined
fund) expenses calculated at the rates stated above, assuming a 5% annual
return.
After After 3 After 5 After 10
1 Year Years Years Years
Treasury Class I $ 2 $ 6 $ 11 $ 26
SLAM 4 14 24 54
Combined Fund 2 6 11 26
This example assumes that all dividends and other distributions are
reinvested and that the percentage amounts listed under Annual 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
Securities and Exchange Commission (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 ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN. Actual
expenses will depend upon, among other things, the 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 incurs variable
expenses, such as transfer agency costs and the terms of any reimbursement
arrangements with FMR. Currently, FMR voluntarily 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 Class I 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' Statement 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 per share (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 NAV,
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 instruments issued or guaranteed as to principal and interest by
the U.S. Government; instruments 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 instruments.
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 are discussed below,
and 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 invests in obligations of the U.S.
Treasury and can also invest in instruments issued or guaranteed as to
principal and interest by the U.S. Government; instruments 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
instruments.
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 assets invested in
reverse repurchase agreements and SLAM's does not. These limitations are
fundamental and may not be changed without shareholder approval. 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 herein by reference (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 the 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 respective capacities. SLAM and Treasury
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 is permitted to
invest in U.S. Government obligations other than U.S. Treasury 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 $25,000 each. If the Agreement is approved, existing SLAM accounts
would be exempt from the $1 million initial investment and account balance
minimums, but not the $25,000 initial investment and account balance
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 NAV is calculated each day the Fund is open for business,
normally 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. Shares are purchased at the next NAV
calculated after an order is received and accepted by the transfer agent.
Shares of both funds are sold without a sales charge.
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 Agreement
is approved, SLAM shareholders will be able to purchase Treasury Shares
only by wire, and 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 NAV calculated after an order is
received and accepted by the transfer agent, normally calculated at 4:00
p.m. Eastern time for SLAM and 5:00 p.m. Eastern time for Treasury. Refer
to each Fund's Prospectus for more information on how to purchase and
redeem shares.
On or about April 22, 1996, SLAM was closed to new accounts. However,
existing shareholders of SLAM 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 Agreement, 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,
Treasury Class I shares may be redeemed on any day the Fund is open for
business and the proceeds used to buy shares of any Fidelity fund
registered for sale in a shareholder's state. If the Agreement is approved,
Treasury'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 gains, 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 $603,000. In addition, Treasury succeeded to additional
capital loss carryforwards aggregating approximately $595,000 as a result
of mergers with two other registered investment companies on October 31,
1995. 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 objectives and follows
similar investment policies (see "Investment Objectives and Policies" on
page ). Treasury invests only in direct obligations of the U.S. Treasury
and repurchase agreements for these obligations. SLAM invests in
instruments issued or guaranteed as to principal and interest by the U.S.
Government; instruments 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 instruments. 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 instruments.
Although not all agency securities are government-backed, SLAM's policy of
limiting its investments 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 NAV, 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 fluctuate
in response to changes in such expenses or to changes in interest rates.
THE PROPOSED TRANSACTION
TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION BETWEEN
SLAM AND TREASURY
THE REORGANIZATION
The terms and conditions under which the Reorganization 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 form 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 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 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 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 assets, the amount of SLAM liabilities to be assumed by
Treasury, and the NAV of Treasury Shares will be determined as of the
Valuation Time 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
Board of Trustees of the trust and the Board of Trustees of FICP (the
Boards) 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 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 is 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 the 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 such shareholder immediately prior to the
Reorganization. The NAV of Treasury Shares 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 SLAM's 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 manner agreeable to
the trust and FICP, except that no amendment that may have a materially
adverse effect on the shareholders' interest 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 objectives
and policies;
(2) The historical performance of the Funds;
(3) Each Fund's current asset level;
(4) The expected expense ratio of Treasury Class I after the
Reorganization relative to Treasury Class I's and SLAM's current expense
ratios;
(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 the related benefit to FMR in the
form of increased operational efficiencies.
The Boards noted that, if the Agreement 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 ratio. 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 SLAM shares held by such shareholder as of
the Closing Date. In addition, the Funds have received 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 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 Class I'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
expense ratios. Of course, where, as in the case of Treasury Class I, FMR
voluntarily limits the class's expenses, FMR also may benefit from such
expense reductions.
Finally, the Boards determined that the Reorganization is in the best
interest of the shareholders of each Fund and that the Reorganization will
not result in a dilution of any shareholder interest.
DESCRIPTION OF THE SECURITIES TO BE ISSUED
FICP is registered with the SEC 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 managed to maintain
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. Treasury has 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 Class I 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 shareholder meetings. 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 assets solely for Treasury Shares and Treasury's
assumption of the liabilities of SLAM 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 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 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 liabilities, followed by SLAM's subsequent distribution
of 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 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 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 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 117,031,692 9,018,161,569 9,135,193,261
Outstanding
Note: Currently, Treasury offers three classes of shares; SLAM offers one
class.
Shares of SLAM will be exchanged only for Treasury Class I 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 Reorganization is in the best interest of shareholders of each
Fund and that the interest 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 trust's Board
of Trustees will consider other proposals for the reorganization or
liquidation of the Fund.
ADDITIONAL INFORMATION ABOUT TREASURY
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. The information from
the Fund's commencement of operations through fiscal 1995 is supplemented
by the financial statements and accompanying notes appearing in Treasury's
Annual Report to Shareholders for the fiscal year ended March 31, 1995,
which is 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.
SELECTED PER-SHARE DATA
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.Years ended 1995D 1995 1994 1993 1992 1991 1990 1989 1988 1987A
March 31
2.Net asset value, $ 1.000 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
beginning of period 0 0 0 0 0 0 0 0 0
3.Income from
Investment
Operations
4. Net interest .029 .047 .030 .034 .053 .076 .088 .078 .064 .009
income
5.Less
Distributions
6. From net (.029) (.047) (.030) (.034) (.053) (.076) (.088) (.078) (.064) (.009)
interest income
7.Net asset value, $ 1.000 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
end of period 0 0 0 0 0 0 0 0 0
8.Total return B 2.94% 4.78 3.06 3.46 5.41 7.87 9.13 8.11 6.60 .93%
% % % % % % % %
</TABLE>
9.RATIOS AND SUPPLEMENTAL DATA
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10.Net assets, $ 4,849 $ 4,68 $ 4,55 $ 5,59 $ 5,47 $ 3,28 $ 1,48 $ 658 $ 380 $ 26
end of period (In 8 2 0 7 2 1
millions)
11.Ratio of .19%C .18% .18% .18% .18% .18% .19% .20% .20% .20%C
expenses
to average net
assets
12.Ratio of .24%C .25% .24% .23% .25% .25% .27% .26% .32% .99%C
expenses
to average net
assets
before expense
reductions
13.Ratio of net 5.81%C 4.71 3.01 3.38 5.12 7.50 8.63 7.92 6.46 6.11%
interest income to % % % % % % % % C
average net 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
D SIX MONTHS ENDED SEPTEMBER 30, 1995 (UNAUDITED)
MISCELLANEOUS
AVAILABLE INFORMATION
The 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 SEC.
Such reports, proxy material, and other information can be inspected and
copied at the Public Reference Room maintained by the SEC 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
have been passed upon by Kirkpatrick & Lockhart LLP, counsel to the trusts.
EXPERTS
The audited financial statements of Treasury Class I (formerly Treasury II
- - Class A), incorporated by reference into Treasury Class I's Statement of
Additional Information, have been examined by Price, whose report thereon
is included in Treasury'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 SLAM'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.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise SLAM, in care of Fidelity Institutional Investors Trust, 82
Devonshire Street, Boston, MA 02109, whether other persons are beneficial
owners of shares for which Proxy Statements are being solicited and if so,
the number of copies of the Proxy Statement you wish to receive in order to
supply copies to the beneficial owners of the respective shares.
EXHIBIT 1
FORM OF AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION
THIS AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION (the Agreement)
is made as of the ____ day of______, 1996 by and between 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 be comprised of: (a) the transfer of all of the assets
of SLAM to Treasury in exchange solely for Treasury Class I shares of
beneficial interest (Treasury Shares) and the assumption by Treasury of
SLAM's liabilities; and (b) the constructive distribution of Treasury
Shares by SLAM to SLAM shareholders in complete liquidation of SLAM in
exchange for all SLAM outstanding shares. SLAM shall receive the number of
Treasury Shares equal in value to the value of the 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 Statement of
Assets and Liabilities and Schedule of Investments fairly present, or will
present, SLAM's financial position as of such dates and said Statement of
Operations and Statement of 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 (SEC) 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 on or before 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 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 on 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, on 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) On 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. On 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 Statement of Assets
and Liabilities and Schedule of Investments fairly present its financial
position as of such dates and said Statement of Operations and Statement of
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 March 31, 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 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 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 Class I, 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 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 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 SLAM 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(d) and 4(a)) multiplied by the
number of full and fractional SLAM shares then outstanding.
(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 account shall be credited
with the respective number of full and fractional Treasury Shares (rounded
to the third decimal place) equal to the number of full and fractional
shares of SLAM held by such shareholder as of the Valuation Time on the
Closing Date. All outstanding SLAM shares, including any represented by
certificates, shall simultaneously be canceled on SLAM 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 SLAM's
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 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 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 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, (ii) the market for government securities is closed to
trading or trading thereon is restricted, or (iii) 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 approval of this
Agreement.
(b) SLAM agrees that as soon as is reasonably practicable after the
distribution of 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.
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 approval of this Agreement
and 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 gains, if any, as of the Closing Date;
(d) That SLAM shall deliver to Treasury, on the Closing Date, 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, on the Closing Date,
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, on the Closing
Date, 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 approval of this
Agreement.
(h) That SLAM delivers to Treasury a certificate of an officer, dated on
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. THE OBLIGATIONS OF SLAM HEREUNDER
SHALL BE SUBJECT TO THE FOLLOWING CONDITIONS:
(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 on 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 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 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 SEC 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 Treasury Shares and
Treasury's assumption of SLAM 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 assets in exchange solely for Treasury Shares and the assumption of
SLAM liabilities;
(iv) The basis of SLAM 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 Treasury
Shares;
(vii) A SLAM shareholder basis in 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 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 SLAM nor Treasury
may waive the conditions set forth in this Section 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 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 shares; and
(d) SLAM covenants that its liquidation will be effected in the manner
provided in its Trust Instrument in accordance with applicable state law
and after the Closing Date, SLAM will not conduct any business except in
connection with its liquidation.
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 on 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 on 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 shareholder 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 Fidelity Institutional Investors Trust
and FICP is on file with the Secretary of the State of Delaware, and notice
is hereby given that this Agreement is executed on behalf of the Trustees
of each Trust as trustees and not individually and that the obligations of
each Trust under this Agreement are not binding upon any of such Trust's
Trustees, officers, or shareholders individually but are binding only upon
the assets and property of such Trust. Each Fund agrees that its
obligations hereunder apply only to such Fund and not to its shareholders
individually or to the Trustees of either trust.
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
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. 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. 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,
Edward C. Johnson 3d
President
[SLAM-PXL-596]
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,
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 proposal 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.
Date _____, 1996
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.
_______________________________________
_______________________________________
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 RECOMMEND A VOTE FOR THE FOLLOWING:
- --------------------------------------------------------------------------
- --------------------
__________________________________________________________________________
___________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. To approve an Agreement and Plan of Reorganization FOR [ ] AGAINST [ ] ABSTAIN [ ]
and Liquidation between Fidelity Institutional 1.
Investors Trust: State and Local Asset Management
Series: Government Money Market Portfolio and
Fidelity Institutional Cash Portfolios: Treasury.
</TABLE>
SLAM-PXC-596 cusip #31617R100/fund#621
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>
14.Selected Per-Share Data
15.Years ended March 31 1987A 1988 1989 1990 1991 1992 1993 1994 1995
16.Net asset value,
beginning of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period
17.Income from Investment
Operations
18. Net interest income .009 .064 .078 .088 .076 .053 .034 .030 .047
19.Less Distributions
20. From net interest income(.009) (.064) (.078) (.088) (.076) (.053) (.034) (.030) (.047)
21.Net asset value, end of
period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
22.Total return B .93% 6.60 8.11 9.13 7.87 5.41 3.46 3.06 4.78
% % % % % % % %
23.RATIOS AND SUPPLEMENTAL DATA
24.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
25.Ratio of expenses to
average net .20% .20 .20 .19 .18 .18 .18 .18 .18
assets C % % % % % % % %
26.Ratio of expenses to
average net .99% .32 .26 .27 .25 .25 .23 .24 .25
assets before C % % % % % % % %
expense reductions
27.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>
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
FICP: TREASURY (FORMERLY TREASURY II) - CLASS III
<TABLE>
<CAPTION>
<S> <C> <C>
28.Selected Per-Share Data
29.Years ended March 31 1994A 1995
30.Net asset value, beginning of period $ 1.000 $ 1.000
31.Income from Investment Operations
32. Net interest income .012 .044
33.Less Distributions
34. From net interest income (.012) (.044)
35.Net asset value, end of period $ 1.000 $ 1.000
36.Total return B 1.21% 4.45
%
37.RATIOS AND SUPPLEMENTAL DATA
38.Net assets, end of period (000 omitted) $ 5,175 $ 585,57
1
39.Ratio of expenses to average net assets .50% .50
C %
40.Ratio of expenses to average net assets before expense reductions .56% .81
C %
41.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>
42.Selected Per-Share
Data
43.Years ended March
31 1986 A 1987 1988 1989 1990 1991 1992 1993 1994 1995
44.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
45.Income from
Investment Operations
46. Net interest
income .053 .063 .068 .079 .088 .077 .054 .035 .031 .048
47.Less Distributions
48. From net
interest (.053) (.063) (.068) (.079) (.088) (.077) (.054) (.035) (.031) (.048)
income
49.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
50.Total
return B 5.47% 6.51 6.98 8.19 9.15 7.94 5.55 3.56 3.13 4.86
% % % % % % % % %
51.RATIOS AND SUPPLEMENTAL
DATA
52.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
53.Ratio of
expenses to .20% .20 .20 .20 .20 .18 .18 .18 .18 .18
average net
assets C % % % % % % % % %
54.Ratio of
expenses to .30% .25 .23 .24 .25 .25 .25 .24 .24 .24
average net assets
before C % % % % % % % % %
expense reductions
55.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>
56.Selected Per-Share Data
57.Year ended March 31 1995 A
58.Net asset value, beginning of period $ 1.000
59.Income from Investment Operations
60. Net interest income .045
61.Less Distributions
62. From net interest income (.045)
63.Net asset value, end of period $ 1.000
64.Total return B 4.57%
65.RATIOS AND SUPPLEMENTAL DATA
66.Net assets, end of period (000 omitted) $ 40,516
67.Ratio of expenses to average net assets .43%
C
68.Ratio of expenses to average net assets before expense reductions .66%
C
69.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>
70.Selected Per-Share Data
71.Years ended March 31 1990A 1991 1992 1993 1994 1995
72.Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
73.Income from Investment Operations
74. Net interest income .035 .078 .054 .034 .031 .049
75.Less Distributions
76. From net interest income (.035) (.078) (.054) (.034) (.031) (.049)
77.Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
78.Total return B 3.52% 8.11 5.50 3.50 3.14 4.97
% % % % %
79.RATIOS AND SUPPLEMENTAL DATA
80.Net assets, end of period (000 omitted) $ 330,974 $ 355,36 $ 558,72 $ 804,35 $ 656,97 $ 771,93
9 7 4 6 7
81.Ratio of expenses to average net assets .06% .18 .18 .18 .18 .18
C % % % % %
82.Ratio of expenses to average net assets before expense .43% .30 .29 .26 .26 .27
reductions C % % % % %
83.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>
84.Selected Per-Share Data
85.Year ended March 31 1995A
86.Net asset value, beginning of period $ 1.000
87.Income from Investment Operations
88. Net interest income .035
89.Less Distributions
90. From net interest income (.035)
91.Net asset value, end of period $ 1.000
92.Total return B 3.51%
93.RATIOS AND SUPPLEMENTAL DATA
94.Net assets, end of period (000 omitted) $ 26,545
95.Ratio of expenses to average net assets .50%
C
96.Ratio of expenses to average net assets before expense reductions .79%
C
97.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>
98.Selected Per-Share
Data
99.Years ended
March 31 1986A 1987 1988 1989 1990 1991 1992 1993 1994 1995
100.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
101.Income from
Investment Operations
102. Net interest
income .059 .064 .069 .080 .089 .078 .055 .035 .032 .049
103.Less Distributions
104. From net
interest (.059) (.064) (.069) (.080) (.089) (.078) (.055) (.035) (.032) (.049)
income
105.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
106.Total
return B 6.01% 6.57 7.14 8.35 9.25 8.13 5.59 3.58 3.20 4.99
% % % % % % % % %
107.RATIOS AND SUPPLEMENTAL
DATA
108.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
109.Ratio of
expenses to .19% .20 .20 .20 .20 .18 .18 .18 .18 .18
average net
assets C % % % % % % % % %
110.Ratio of
expenses to .28% .23 .23 .24 .24 .25 .24 .23 .23 .24
average net assets
before C % % % % % % % % %
expense reductions
111.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>
112.Selected Per-Share Data
113.Years ended March 31 1994A 1995
114.Net asset value, beginning of period $ 1.000 $ 1.000
115.Income from Investment Operations
116. Net interest income .011 .046
117.Less Distributions
118. From net interest income (.011) (.046)
119.Net asset value, end of period $ 1.000 $ 1.000
120.Total return B 1.07% 4.66%
121.RATIOS AND SUPPLEMENTAL DATA
122.Net assets, end of period (000 omitted) $ 89,463 $ 457,286
123.Ratio of expenses to average net assets .50% .50%
C
124.Ratio of expenses to average net assets before expense reductions .55% .59%
C
125.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>
126.Selected Per-Share Data
127.Years ended March 31 1991A 1992E 1993E 1994E 1995D
128.Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
129.Income from Investment Operations .055 .045 .031 .032 .033
Net interest income
130.Less Distributions (.055) (.045) (.031) (.032) (.033)
From net interest income
131.Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
132.Total returnB 5.63% 4.64% 3.10% 3.27% 3.38%
133.RATIOS AND SUPPLEMENTAL DATA
134.Net assets, end of period (000 omitted) $ 705,543 $ 1,197,559 $ 1,047,791 $ 1,049,170 $ 1,266,285
135.Ratio of expenses to average net assets .03% .20% .20% .20% .20%
C C
136.Ratio of expenses to average net assets before expense .42% .42% .42% .42% .42%
reductions C C
137.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>
138.Selected
Per-Share Data
139.Years
ended 1986A 1987E 1988E 1989E 1990E 1991E 1992E 1993E 1994E 1995D
March 31
140.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
141.Income
from .044 .042 .046 .058 .058 .053 .040 .026 .024 .027
Investment Operations
Net interest income
142.Less Distribut
ions (.044) (.042) (.046) (.058) (.058) (.053) (.040) (.026) (.024) (.027)
From net interest
income
143.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
144.Total
returnB 4.51% 4.28 4.72 5.97 6.00 5.40 4.02 2.66 2.44 2.74%
% % % % % % % %
145.RATIOS AND SUPPLEMENTAL DATA
146.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)
147.Ratio of
expenses .19% .20 .20 .20 .20 .18 .18 .18 .18 .18%C
to average C % % % % % % % %
net assets
148.Ratio of
expenses .25% .23 .22 .24 .23 .23 .25 .24 .24 .26%C
to average net
assets C % % % % % % % %
before expense
reductions
149.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>
150.Fiscal years
ended 1986B 1987B 1988B 1989B 1990B 1991B 1992A 1993 1994 1995
August 31
151.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
152.Income
from .069 .062 .070 .089 .080 .063 .034 .029 .033 .054
Investment Operations
Net interest income
153.Less Distribut
ions (.069) (.062) (.070) (.089) (.080) (.063) (.034) (.029) (.033) (.054)
From net interest income
154.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
155.Total
return D 7.07 6.42 7.27 9.26 8.27 6.44 3.44% 2.93 3.34 5.53
% % % % % % % % %
156.RATIOS AND SUPPLEMENTAL DATA
157.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
158.Ratio of expenses
to .42 .42 .42 .42 .42 .42 .42% .42 .42 .42
average net
assets % % % % % % c % % %
159.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)
