SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
Check the appropriate box:
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[ ] PRELIMINARY PROXY STATEMENT
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
[X] DEFINITIVE PROXY STATEMENT
[ ] DEFINITIVE ADDITIONAL MATERIALS
[ ] SOLICITING MATERIAL PURSUANT TO SEC. 240.14A-11(C) OR SEC. 240.14A-12
FIDELITY INSTITUTIONAL CASH PORTFOLIOS
Payment of Filing Fee (Check the appropriate box):
[X] NO FEE REQUIRED.
[ ] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(1) AND 0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH
TRANSACTION APPLIES:
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH
TRANSACTION APPLIES:
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION
COMPUTED PURSUANT TO EXCHANGE ACT RULE 0-11:
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
(5) TOTAL FEE PAID:
</TABLE>
<TABLE>
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[ ] FEE PAID PREVIOUSLY WITH PRELIMINARY MATERIALS.
[ ] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT RULE 0-11(A) (2)
AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID PREVIOUSLY. IDENTIFY THE
PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF
ITS FILING.
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(1) AMOUNT PREVIOUSLY PAID:
(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.:
(3) FILING PARTY:
(4) DATE FILED:
TREASURY
DOMESTIC
GOVERNMENT
MONEY MARKET
TREASURY ONLY
FUNDS OF
FIDELITY INSTITUTIONAL CASH PORTFOLIOS
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-843-3001
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Treasury, Domestic, Government, Money Market, and Treasury
Only (the funds), will be held at the office of Fidelity Institutional
Cash Portfolios, 82 Devonshire Street, Boston, Massachusetts 02109 on
December 17, 1997, at 9:45 a.m. The purpose of the Meeting is to
consider and act upon the following proposals, and to transact such
other business as may properly come before the Meeting or any
adjournments thereof.
1. To elect a Board of Trustees.
2. To ratify the selection of Coopers & Lybrand L.L.P. and Price
Waterhouse LLP as independent accountants of the funds .
3. To amend the Trust Instrument to provide dollar-based voting
rights for shareholders of the trust.
4. To adopt a fundamental investment limitation concerning
diversification for Treasury Only.
5. To amend the fundamental investment limitation concerning
diversification for each of Treasury, Domestic, Government and Money
Market.
6. To adopt a fundamental limitation concerning
commodities for Treasury, Domestic, Government and Money Market.
The Board of Trustees has fixed the close of business on October 20,
1997 as the record date for the determination of the shareholders of
each of the funds and classes, if applicable, 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
October 20, 1997
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 avoid the time and expense 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) ANTHONY B. CRAFT, CUST. ANTHONY B. CRAFT
F/B/O ANTHONY B. CRAFT, JR.
UGMA
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY, DOMESTIC,
GOVERNMENT, MONEY MARKET AND TREASURY ONLY
TO BE HELD ON DECEMBER 17, 1997
This Proxy Statement is furnished in connection with a solicitation
of proxies made by, and on behalf of, the Board of Trustees of
Fidelity Institutional Cash Portfolios (the trust) to be used at the
Special Meeting of Shareholders of Treasury, Domestic, Government,
Money Market and Treasury Only (the funds) and at any adjournments
thereof (the Meeting), to be held on December 17, 1997 at 9:45 a.m. at
82 Devonshire Street, Boston, Massachusetts 02109, the principal
executive office of the trust and Fidelity Management & Research
Company (FMR), the funds' 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 October 20,
1997. Supplementary solicitations may be made by mail, telephone,
telegraph, facsimile, electronic means or by personal interview
by representatives of the trust. In addition, Management Information
Services Corp. (MIS) and D.F. King & Co., Inc. may be paid on a
per-call basis to solicit shareholders on behalf of the funds at an
anticipated cost of approximately $ 5,425 (Treasury), $ 785
(Domestic), $ 2,725 (Government), $ 6,000 ( Money
Market ) , and $ 825 (Treasury Only) respectively. The
expenses in connection with preparing this Proxy Statement and its
enclosures and of all solicitations will be paid by the funds,
provided the expenses do not exceed Class I's, Class II's, or Class
III's expense cap (including 12b-1 fees) of 0.20% (0.18% for Money
Market), 0.35% (0.33% for Money Market), and 0.45% (0.43% for Money
Market), respectively. Expenses exceeding each class's expense cap
will be paid by FMR. The funds will reimburse brokerage firms and
others for their reasonable expenses in forwarding solicitation
material to the beneficial owners of shares. The principal business
address of Fidelity Distributors Corporation (FDC) the funds'
principal underwriter and distribution agent, is 82 Devonshire Street,
Boston, Massachusetts 02109. The principal business address of FMR
Texas, Inc. (FMR Texas), subadviser to the funds, is 400 East Las
Colinas Boulevard, Irving, Texas 75039.
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 that are
voted will be counted towards establishing a quorum. Broker non-votes
are not considered voted for this purpose. Shareholders should note
that while votes to ABSTAIN will count toward establishing a quorum,
passage of any proposal being considered at the Meeting will occur
only if a sufficient number of votes are cast FOR the proposal.
Accordingly, votes to ABSTAIN and votes AGAINST will have the same
effect in determining whether the proposal is approved.
The funds may also arrange to have votes recorded by telephone. D.F.
King & Co. , Inc. may be paid on a per call basis for
vote-by-phone solicitations on behalf of the funds at an anticipated
cost of approximately $ 1,630 (Treasury), $ 240
(Domestic), $ 250 (Government), $ 820 (Money Market), and
$ 1,800 (Treasury Only) respectively, provided the expenses do
not exceed Class I's, Class II's, or Class III's expense cap
(including 12b-1 fees) of 0.20% (0.18% for Money Market), 0.35% (0.33%
for Money Market), and 0.45% (0.43% for Money Market), respectively.
Expenses exceeding each class's expense cap will be paid by FMR. If
the funds record votes by telephone, they will use procedures designed
to authenticate shareholders' identities, to allow shareholders to
authorize the voting of their shares in accordance with their
instructions, and to confirm that their instructions have been
properly recorded. Proxies voted by telephone may be revoked at any
time before they are voted in the same manner that proxies voted by
mail may be revoked.
If a quorum is not present at the Meeting, or if a quorum is present
at the Meeting, but sufficient votes to approve one or more of the
proposed items are not received, or if other matters arise requiring
shareholder attention, the persons named as prox y agents 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 prox y agents will vote FOR the proposed
adjournment all shares that they are entitled to vote with respect to
each item, 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 prior to such adjournment if
sufficient votes have been received and it is otherwise appropriate.
Shares of each class of each fund of the trust issued and outstanding
as of August 31, 1997 are indicated in the following table:
Treasury Class I 4,933,519,096
Treasury Class II 142,123,867
Treasury Class III 2,931,516,023
Domestic Class I 1,062,028,801
Domestic Class II 7,863,008
Domestic Class III 66,305,639
Government Class I 3,606,277,700
Government Class II 93,053,659
Government Class III 631,165,205
Money Market Class I 8,969,373,870
Money Market Class II 108,701,017
Money Market Class III 585,151,976
Treasury Only Class I 1,101,792,452
Treasury Only Class II 48,798,180
Treasury Only Class III 41,254,195
As of August 31, 1997, the nominees and officers of the trust owned,
in the aggregate, less than 1 % of the funds' outstanding
shares.
To the knowledge of the trust, substantial (5% or more) record or
beneficial ownership of each class on August 31, 1997 was as follows:
Government: Class I - First Tennessee Bank, Memphis, Tennessee
(9.96%); Texas Commerce Bank, N.A., Houston, TX (7.13%).
Government: Class II - First Union National Bank, Charlotte, NC
(33.02%); Capital Network Services, Inc., San Francisco, CA (21.84%);
Texas Commerce Bank, N.A., Houston, TX (17.82%); NationsBank,
Charlotte, NC (17.58%).
Government: Class III - Texas Commerce Bank, N.A., Houston, TX
(56.48%); Liberty National Bank & Trust, Oklahoma City, OK (15.03%);
Boatmen's Trust Company, St. Louis, MO (9.56%); FBS Investment
Services, Inc., Minneapolis, MN (9.16%).
Money Market: Class I - Citibank, N.A., New York, NY (7.54%);
Fleet National Bank, Providence, RI (5.72%).
Money Market: Class II - Capital Network Services, Inc., San
Francisco, CA (39.08%); Bank of Boston, Boston, MA (28.84%); Texas
Commerce Bank, N.A., Houston, TX (23.76%).
Money Market: Class III - FBS Investment Services, Inc.,
Minneapolis, MN (32.56%); Texas Commerce Bank, N.A., Houston, TX
(14.36%); North American Trust Company, San Diego, CA (10.31%);
NationsBank, Charlotte, NC (9.22%); First Union National Bank,
Charlotte, NC (7.85%); Fidelity National Bank, Atlanta, GA
(6.53%).
Treasury: Class I - First Union National Bank, Charlotte, NC
(12.61%); Texas Commerce Bank, N.A., Houston, TX (7.08%); Michigan
Public Funds Investment Trust, Farmington Hills, MI (5.74%).
Treasury: Class II - First Chicago Investment Services, Chicago,
IL (73.65%); Texas Commerce Bank, N.A., Houston, TX (17.97%).
Treasury: Class III - Bank of New York, New York, NY (53.00%);
Texas Commerce Bank, N.A., Houston, TX (9.60%); Chemical Bank, New
York, NY (8.64%); First Union National Bank, Charlotte, NC (5.50%);
First Tennessee Bank, Memphis, TN (5.40%).
Domestic: Class I - Texas Commerce Bank, N.A., Houston, TX
(10.52%); Intel Corporation, Santa Clara, CA (8.11%); Boston
University, Boston, MA (7.00%).
Domestic: Class II - Boatmen's Trust Company, St. Louis, MO
(65.23%); Bank of Boston, Boston, MA (34.28%).
Domestic: Class III - First Union National Bank, Charlotte, NC
(27.87%); Texas Commerce Bank, N.A., Houston, TX (21.13%); Rainier
Bancorporation, Seattle, WA (19.05%); NationsBank, Charlotte, NC
(14.82%); Reliance Trust Company, Atlanta, GA (10.19%).
Treasury Only: Class I - First Union National Bank, Charlotte, NC
(36.49%); State Street Bank & Trust Company, Boston, MA (9.16%); Ropes
& Gray, Boston, MA (8.71%); Boston Harbor Trust Company, Boston, MA
(8.40%).
Treasury Only: Class II - Bank of New York, New York, NY (47.92%);
Bank of Boston, Boston, MA (29.25%); FBS Investment Services, Inc.,
Minneapolis, MN (17.64%).
Treasury Only: Class III - Safety Fund National Bank, Fitchburg,
MA (47.95%); First Union National Bank, Charlotte, NC (20.36%);
Liberty National Bank & Trust, Oklahoma City, OK (13.65%); Texas
Commerce Bank, N.A., Houston, TX (12.57%).
To the knowledge of the trust, no other shareholder owned of record
or beneficially more than 5% of the outstanding shares of any of the
classes on that date.
Shareholders of record at the close of business on October 20, 1997
will be entitled to vote at the Meeting. Each such shareholder will be
entitled to one vote for each share held on that date.
FOR A FREE COPY OF THE FUND S' ANNUAL REPORT FOR THE FISCAL
YEAR ENDED MA RCH 31, 1997 CALL
1 - 800 - 843 - 3001 OR WRITE TO FIDELITY DISTRIBUTORS
CORPORATION AT 82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109.
VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS
SUFFICIENT TO APPROVE PROPOSAL 1 AND A MAJOR ITY OF ALL VOTES OF
THE APPROPRIATE FUND CAST AT THE MEETING IS SUFFICIENT TO APPROVE
PROPOSAL 2. APPROVAL OF PROPOSAL 3 REQUIRES THE AFFIRMATIVE VOTE OF A
"MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF BOTH THE TRUST AND
OF EACH FUND OF THE TRUST AND OF EACH CLASS OF A FUND. APPROVAL OF
PROPOSALS 4 THROUGH 6 REQUIRES THE AFFIRMATIVE VOTE OF A "MAJORITY OF
THE OUTSTANDING VOTING SECURITIES" OF THE APPROPRIATE FUNDS. UNDER THE
INVESTMENT COMPANY ACT OF 1940 (THE 1940 ACT), THE VOTE OF A "MAJORITY
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.
The following tables summarize the proposals applicable to each fund.
PROPOSAL # PROPOSAL DESCRIPTION APPLICABLE FUND(S)
1. TO ELECT AS TRUSTEES THE 12 TREASURY
NOMINEES PRESENTED IN PROPOSAL DOMESTIC
1. GOVERNMENT
MONEY MARKET
TREASURY ONLY
2. TO RATIFY THE SELECTION OF TREASURY
COOPERS & LYBRAND L.L.P. AND DOMESTIC
PRICE WATERHOUSE LLP AS GOVERNMENT
INDEPENDENT ACCOUNTANTS OF THE MONEY MARKET
FUNDS . TREASURY ONLY
3. TO AMEND THE TRUST INSTRUMENT TREASURY
TO PROVIDE VOTING RIGHTS BASED DOMESTIC
ON A SHAREHOLDER'S TOTAL DOLLAR GOVERNMENT
INVESTMENT IN A FUND, RATHER MONEY MARKET
THAN ON THE NUMBER OF SHARES TREASURY ONLY
OWNED.
4. DIVERSIFICATION: TO ADOPT A TREASURY ONLY
FUNDAMENTAL LIMITATION
CONCERNING DIVERSIFICATION.
5. DIVERSIFICATION: TO AMEND THE TREASURY
FUNDAMENTAL LIMITATION DOMESTIC
CONCERNING DIVERSIFICATION. GOVERNMENT
MONEY MARKET
6. PHYSICAL COMMODITIES: TO ADOPT TREASURY
THE STANDARD LIMITATION ON DOMESTIC
COMMODITIES REQUIRED UNDER THE GOVERNMENT
INVESTMENT COMPANY ACT OF MONEY MARKET
1940.
1. TO ELECT A BOARD OF TRUSTEES.
The purpose of this proposal is to elect a Board of Trustees of the
Trust. Pursuant to the provisions of the Trust Instrument of Fidelity
Institutional Cash Portfolios, the Trustees have determined that the
number of Trustees shall be fixed at twelve. It is intended that the
enclosed proxy card will be voted for the election as Trustees of the
twelve nominees listed below, unless such authority has been withheld
in the proxy card.
Except for Robert C. Pozen, all nominees named below are currently
Trustees of Fidelity Institutional Cash Portfolios and have served in
that capacity continuously since originally elected or appointed.
Phyllis Burke Davis, Marvin L. Mann, William O. McCoy and Robert M.
Gates, were selected by the trust's Nominating and Administration
Committee (see page ) and were appointed to the Board in
December 1992, November 1993, December 1996, and March 1997,
respectively. None of the nominees are related to one another. Those
nominees indicated by an asterisk (*) are "interested persons" of the
trust by virtue of, among other things, their affiliation with either
the trust, the funds' investment adviser (FMR, or the Adviser), or the
funds' distribution agent, FDC. The business address of each nominee
who is an "interested person" is 82 Devonshire Street, Boston,
Massachusetts 02109, and the business address of all other nominees is
Fidelity Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235.
Except for Messrs. Gates, McCoy, and Pozen, each of the nominees is
currently a Trustee or General Partner, as the case may be, of
62 registered investment companies (trusts or partnerships)
advised by FMR. Mr. Gates and Mr. McCoy are currently a Trustee or
General Partner, as the case may be, of 55 registered
investment companies (trusts or partnerships) advised by FMR. Mr.
Pozen is currently a Trustee or General Partner, as the case may be,
of 52 registered investment companies (trusts or partnerships)
advised by FMR.
In the election of Trustees, those twelve nominees receiving the
highest number of votes cast at the Meeting, providing a quorum is
present, shall be elected.
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NOMINEE PRINCIPAL OCCUPATION ** YEAR OF
(AGE) ELECTION OR
APPOINTMENT
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RALPH F. COX PRESIDENT OF RABAR ENTERPRISES 1991
(65) (MANAGEMENT CONSULTING-ENGINEERING
INDUSTRY, 1994). PRIOR TO FEBRUARY
1994, HE WAS PRESIDENT OF GREENHILL
PETROLEUM CORPORATION (PETROLEUM
EXPLORATION AND PRODUCTION). UNTIL
MARCH 1990, MR. COX WAS PRESIDENT
AND CHIEF OPERATING OFFICER OF UNION
PACIFIC RESOURCES COMPANY
(EXPLORATION AND PRODUCTION). HE IS A
DIRECTOR OF USA WASTE SERVICES, INC.
(NON-HAZARDOUS WASTE, 1993), CH2M
HILL COMPANIES (ENGINEERING), RIO
GRANDE, INC. (OIL AND GAS PRODUCTION),
AND DANIEL INDUSTRIES (PETROLEUM
MEASUREMENT EQUIPMENT
MANUFACTURER). IN ADDITION, HE IS A
MEMBER OF ADVISORY BOARDS OF TEXAS
A&M UNIVERSITY AND THE UNIVERSITY OF
TEXAS AT AUSTIN.
PHYLLIS BURKE DAVIS PRIOR TO HER RETIREMENT IN 1992
(65) SEPTEMBER 1991, MRS. DAVIS WAS
THE SENIOR VICE PRESIDENT OF
CORPORATE AFFAIRS OF AVON PRODUCTS,
INC. SHE IS CURRENTLY A DIRECTOR OF
BELLSOUTH CORPORATION
(TELECOMMUNICATIONS), EATON
CORPORATION (MANUFACTURING, 1991),
AND THE TJX COMPANIES, INC. (RETAIL
STORES), AND PREVIOUSLY SERVED AS A
DIRECTOR OF HALLMARK CARDS, INC.
(1985-1991) AND NABISCO BRANDS,
INC. IN ADDITION, SHE IS A MEMBER OF
THE PRESIDENT'S ADVISORY COUNCIL OF
THE UNIVERSITY OF VERMONT SCHOOL
OF BUSINESS ADMINISTRATION.
ROBERT M. GATES CONSULTANT, AUTHOR, AND LECTURER 1997
(54) (1993). MR. GATES WAS DIRECTOR OF
THE CENTRAL INTELLIGENCE AGENCY
(CIA) FROM 1991-1993. FROM 1989
TO 1991, MR. GATES SERVED AS
ASSISTANT TO THE PRESIDENT OF THE
UNITED STATES AND DEPUTY NATIONAL
SECURITY ADVISOR. MR. GATES IS
CURRENTLY A TRUSTEE FOR THE FORUM
FOR INTERNATIONAL POLICY, A BOARD
MEMBER FOR THE VIRGINIA
NEUROLOGICAL INSTITUTE, AND A SENIOR
ADVISOR OF THE HARVARD JOURNAL OF
WORLD AFFAIRS. IN ADDITION, MR. GATES
ALSO SERVES AS A MEMBER OF THE
CORPORATE BOARD FOR LUCASVARITY
PLC (AUTOMOTIVE COMPONENTS AND
DIESEL ENGINES), CHARLES STARK
DRAPER LABORATORY (NON-PROFIT),
NACCO INDUSTRIES, INC. (MINING AND
MANUFACTURING), AND TRW INC.
(ORIGINAL EQUIPMENT AND
REPLACEMENT PRODUCTS).
*EDWARD C. JOHNSON 3D PRESIDENT, IS CHAIRMAN, CHIEF 1968
(67) EXECUTIVE OFFICER AND A DIRECTOR OF
FMR CORP.; A DIRECTOR AND
CHAIRMAN OF THE BOARD AND OF THE
EXECUTIVE COMMITTEE OF FMR;
CHAIRMAN AND A DIRECTOR OF FMR
TEXAS INC., FIDELITY MANAGEMENT &
RESEARCH (U.K.) INC., AND FIDELITY
MANAGEMENT & RESEARCH (FAR EAST)
INC.
E. BRADLEY JONES PRIOR TO HIS RETIREMENT IN 1984, 1990
(70) MR. JONES WAS CHAIRMAN AND CHIEF
EXECUTIVE OFFICER OF LTV STEEL
COMPANY. HE IS A DIRECTOR OF TRW
INC. (ORIGINAL EQUIPMENT AND
REPLACEMENT PRODUCTS),
CONSOLIDATED RAIL CORPORATION,
BIRMINGHAM STEEL CORPORATION, AND
RPM, INC. (MANUFACTURER OF
CHEMICAL PRODUCTS), AND HE
PREVIOUSLY SERVED AS A DIRECTOR OF
NACCO INDUSTRIES, INC. (MINING AND
MANUFACTURING, 1985-1995),
HYSTER-YALE MATERIALS HANDLING, INC.
(1985-1995), AND CLEVELAND-CLIFFS
INC. (MINING), AND AS A TRUSTEE OF
FIRST UNION REAL ESTATE INVESTMENTS.
IN ADDITION, HE SERVES AS A TRUSTEE
OF THE CLEVELAND CLINIC FOUNDATION,
WHERE HE HAS ALSO BEEN A MEMBER
OF THE EXECUTIVE COMMITTEE AS WELL
AS CHAIRMAN OF THE BOARD AND
PRESIDENT, A TRUSTEE AND MEMBER OF
THE EXECUTIVE COMMITTEE OF
UNIVERSITY SCHOOL (CLEVELAND), AND A
TRUSTEE OF CLEVELAND CLINIC FLORIDA.
DONALD J. KIRK EXECUTIVE-IN-RESIDENCE (1995) AT 1987
(65) COLUMBIA UNIVERSITY GRADUATE
SCHOOL OF BUSINESS AND A FINANCIAL
CONSULTANT. FROM 1987 TO JANUARY
1995, MR. KIRK WAS A PROFESSOR AT
COLUMBIA UNIVERSITY GRADUATE
SCHOOL OF BUSINESS. PRIOR TO 1987,
HE WAS CHAIRMAN OF THE FINANCIAL
ACCOUNTING STANDARDS BOARD.
MR. KIRK IS A DIRECTOR OF GENERAL RE
CORPORATION (REINSURANCE), AND HE
PREVIOUSLY SERVED AS A DIRECTOR OF
VALUATION RESEARCH CORP.
(APPRAISALS AND VALUATIONS,
1993-1995). IN ADDITION, HE SERVES
AS CHAIRMAN OF THE BOARD OF
DIRECTORS OF THE NATIONAL ARTS
STABILIZATION FUND, CHAIRMAN OF THE
BOARD OF TRUSTEES OF THE GREENWICH
HOSPITAL ASSOCIATION, A MEMBER OF
THE PUBLIC OVERSIGHT BOARD OF THE
AMERICAN INSTITUTE OF CERTIFIED
PUBLIC ACCOUNTANTS' SEC PRACTICE
SECTION (1995), AND AS A PUBLIC
GOVERNOR OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS,
INC. (1996).
*PETER S. LYNCH VICE CHAIRMAN AND DIRECTOR OF FMR 1990
(54) (1992). PRIOR TO MAY 31, 1990, HE
WAS A DIRECTOR OF FMR AND
EXECUTIVE VICE PRESIDENT OF FMR (A
POSITION HE HELD UNTIL MARCH 31,
1991); VICE PRESIDENT OF FIDELITY
MAGELLAN FUND AND FMR GROWTH
GROUP LEADER; AND MANAGING
DIRECTOR OF FMR CORP. MR. LYNCH
WAS ALSO VICE PRESIDENT OF FIDELITY
INVESTMENTS CORPORATE SERVICES
(1991-1992). IN ADDITION, HE SERVES
AS A TRUSTEE OF BOSTON COLLEGE,
MASSACHUSETTS EYE & EAR INFIRMARY,
HISTORIC DEERFIELD (1989) AND
SOCIETY FOR THE PRESERVATION OF NEW
ENGLAND ANTIQUITIES, AND AS AN
OVERSEER OF THE MUSEUM OF FINE
ARTS OF BOSTON.
WILLIAM O. MCCOY VICE PRESIDENT OF FINANCE FOR THE 1997
(64) UNIVERSITY OF NORTH CAROLINA
(16-SCHOOL SYSTEM, 1995). PRIOR TO
HIS RETIREMENT IN DECEMBER 1994,
MR. MCCOY WAS VICE CHAIRMAN OF THE
BOARD OF BELLSOUTH CORPORATION
(TELECOMMUNICATIONS, 1984) AND
PRESIDENT OF BELLSOUTH ENTERPRISES
(1986). HE IS CURRENTLY A DIRECTOR OF
LIBERTY CORPORATION (HOLDING
COMPANY, 1984), WEEKS CORPORATION
OF ATLANTA (REAL ESTATE, 1994),
CAROLINA POWER AND LIGHT COMPANY
(ELECTRIC UTILITY, 1996) AND THE KENAN
TRANSPORT CO. (1996). PREVIOUSLY, HE
WAS A DIRECTOR OF FIRST AMERICAN
CORPORATION (BANK HOLDING COMPANY,
1979-1996). IN ADDITION, MR. MCCOY
SERVES AS A MEMBER OF THE BOARD OF
VISITORS FOR THE UNIVERSITY OF NORTH
CAROLINA AT CHAPEL HILL (1994) AND FOR
THE KENAN-FLAGER BUSINESS SCHOOL
(UNIVERSITY OF NORTH CAROLINA AT
CHAPEL HILL, 1988).
GERALD C. MCDONOUGH CHAIRMAN OF G.M. MANAGEMENT 1989
(69) GROUP (STRATEGIC ADVISORY SERVICES).
YORK INTERNATIONAL CORP.
MR. MCDONOUGH IS A DIRECTOR OF (AIR
CONDITIONING AND REFRIGERATION),
COMMERCIAL INTERTECH CORP.
(HYDRAULIC SYSTEMS, BUILDING
SYSTEMS, AND METAL PRODUCTS, 1992),
CUNO, INC. (LIQUID AND GAS FILTRATION
PRODUCTS, 1996), AND ASSOCIATED
ESTATES REALTY CORPORATION (A REAL
ESTATE INVESTMENT TRUST, 1993). MR.
MCDONOUGH SERVED AS A DIRECTOR OF
ACME-CLEVELAND CORP. (METAL
WORKING, TELECOMMUNICATIONS, AND
ELECTRONIC PRODUCTS) FROM
1987-1996.
MARVIN L. MANN CHAIRMAN OF THE BOARD, PRESIDENT, 1993
(64) AND CHIEF EXECUTIVE OFFICER OF
LEXMARK INTERNATIONAL, INC. (OFFICE
MACHINES, 1991). PRIOR TO 1991, HE
HELD THE POSITIONS OF VICE PRESIDENT
OF INTERNATIONAL BUSINESS MACHINES
CORPORATION ("IBM") AND PRESIDENT
AND GENERAL MANAGER OF VARIOUS
IBM DIVISIONS AND SUBSIDIARIES. MR.
MANN IS A DIRECTOR OF M.A. HANNA
COMPANY (CHEMICALS, 1993) ,
IMATION CORP. (IMAGING AND
INFORMATION STORAGE, 1997), AND
INFOMART (MARKETING SERVICES,
1991), A TRAMMELL CROW CO. IN
ADDITION, HE SERVES AS THE
CAMPAIGN VICE CHAIRMAN OF THE
TRI-STATE UNITED WAY (1993) AND IS
A MEMBER OF THE UNIVERSITY OF
ALABAMA PRESIDENT'S CABINET.
*ROBERT C. POZEN SENIOR VICE PRESIDENT, IS PRESIDENT -
(51) AND A DIRECTOR OF FMR (1997); AND
PRESIDENT AND A DIRECTOR OF FMR
TEXAS INC. (1997), FIDELITY
MANAGEMENT & RESEARCH (U.K.) INC.
(1997), AND FIDELITY MANAGEMENT &
RESEARCH (FAR EAST) INC. (1997).
PREVIOUSLY, MR. POZEN SERVED AS
GENERAL COUNSEL, MANAGING
DIRECTOR, AND SENIOR VICE PRESIDENT
OF FMR CORP.
THOMAS R. WILLIAMS PRESIDENT OF THE WALES GROUP, INC. 1989
(69) (MANAGEMENT AND FINANCIAL ADVISORY
SERVICES). PRIOR TO RETIRING IN 1987,
MR. WILLIAMS SERVED AS CHAIRMAN OF
THE BOARD OF FIRST WACHOVIA
CORPORATION (BANK HOLDING
COMPANY), AND CHAIRMAN AND CHIEF
EXECUTIVE OFFICER OF THE FIRST
NATIONAL BANK OF ATLANTA AND FIRST
ATLANTA CORPORATION (BANK HOLDING
COMPANY). HE IS CURRENTLY A
DIRECTOR OF CONAGRA, INC.
(AGRICULTURAL PRODUCTS), GEORGIA
POWER COMPANY (ELECTRIC UTILITY),
NATIONAL LIFE INSURANCE COMPANY OF
VERMONT, AMERICAN SOFTWARE, INC.,
AND APPLESOUTH, INC. (RESTAURANTS,
1992).
</TABLE>
** Except as otherwise indicated, each individual has held the office
shown or other offices in the same company for the last five years.
As of August 31, 1997 the nominee, Trustees and officers of the trust
and each fund owned, in the aggregate, less than 1% of each fund's
outstanding shares.
If elected, the Trustees will hold office without limit in time
except that (a) any Trustee may resign; (b) any Trustee may be removed
by written instrument, signed by at least two-thirds of the number of
Trustees prior to such removal; (c) any Trustee who requests to be
retired or who has become incapacitated by illness or injury may be
retired by written instrument signed by a majority of the other
Trustees; and (d) a Trustee may be removed at any Special Meeting of
shareholders by a two-thirds vote of the outstanding voting securities
of the trust. In case a vacancy shall for any reason exist, the
remaining Trustees will fill such vacancy by appointing another
Trustee, so long as, immediately after such appointment, at least
two-thirds of the Trustees have been elected by shareholders. If, at
any time, less than a majority of the Trustees holding office has been
elected by the shareholders, the Trustees then in office will promptly
call a shareholders' meeting for the purpose of electing a Board of
Trustees. Otherwise, there will normally be no meeting of shareholders
for the purpose of electing Trustees.
The trust's Board, which is currently composed of two interested and
nine non-interested Trustees, met eleven times during the twelve
months ended Ma rch 31, 1997. It is expected that the Trustees
will meet at least ten times a year at regularly scheduled meetings.
The trust's Audit Committee is composed entirely of Trustees who are
not interested persons of the trust, FMR or its affiliates and
normally meets four times a year, or as required, prior to meetings of
the Board of Trustees. Currently, Messrs. Kirk (Chairman), Gates,
McCoy, and Mrs. Davis are members of the Committee. The committee
oversees and monitors the trust's internal control structure, its
auditing function and its financial reporting process, including the
resolution of material reporting issues. The committee recommends to
the Board of Trustees the appointment of auditors for the trust. It
reviews audit plans, fees and other material arrangements in respect
of the engagement of auditors, including non-audit services to be
performed. It reviews the qualifications of key personnel involved in
the foregoing activities. The committee plays an oversight role in
respect of the trust's investment compliance procedures and the code
of ethics. During the twelve months ended Ma rch 31,
1997 , the committee held four meetings.
The trust's Nominating and Administration Committee is
currently composed of Messrs. McDonough, Jones and Williams. The
committee members confer periodically and hold meetings as required.
The committee makes nominations for independent trustees, and for
membership on committees. The committee periodically reviews
procedures and policies of the Board of Trustees and committees. It
acts as the administrative committee under the Retirement Plan for
non-interested trustees who retired prior to December 30, 1996. It
monitors the performance of legal counsel employed by the trust and
the independent trustees. The committee in the first instance monitors
compliance with, and acts as the administrator of the provisions of
the code of ethics applicable to the independent trustees. During the
twelve months ended Ma rch 31, 1997, the committee held
four meetings. The Nominating and Administration Committee will
consider nominees recommended by shareholders. Recommendations should
be submitted to the committee in care of the Secretary of the Trust.
The trust does not have a compensation committee; such matters are
considered by the Nominating and Administration Committee.
The following table sets forth information describing the
compensation of each Trustee or Member of the Advisory Board of each
fund for his or her services for the fiscal year ended Ma rch
31, 1997 or calendar year ended December 31, 1996, as applicable.
COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
AGGREGATE Treasury Domestic Government Money Treasury TOTAL
COMPENSATION B,C B,D B,E Market Only COMPENSATIO
FROM A FUND B,F,H B,G N FROM THE
FUND
COMPLEX*,A
J. Gary Burkhead**(dagger) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Ralph F. Cox 3,416 474 1,333 3,334 481 137,000
Phyllis Burke Davis 3,257 453 1,272 3,183 460 134,700
Richard J. Flynn*** 2,811 395 1,091 2,548 401 168,000
Robert M. Gates**** 338 46 139 384 43 0
Edward C. Johnson 3d** 0 0 0 0 0 0
E. Bradley Jones 3,288 457 1,284 3,217 464 134,700
Donald J. Kirk 3,321 462 1,297 3,249 468 136,200
Peter S. Lynch** 0 0 0 0 0 0
William O. McCoy***** 3,023 418 1,177 3,020 419 85,333
Gerald C. McDonough 3,608 501 1,411 3,563 508 136,200
Edward H. Malone*** 2,247 316 872 2,040 320 136,200
Marvin L. Mann 3,349 465 1,308 3,264 472 134,700
Thomas R. Williams 3,383 470 1,323 3,313 477 136,200
</TABLE>
* Information is for the calendar year ended December 31, 1996 for 235
funds in the complex.
** Interested Trustees of the funds and Mr. Burkhead are compensated
by FMR.
*** Richard J. Flynn and Edward H. Malone served on the Board of
Trustees through December 31, 1996.
**** Mr. Gates was appointed to the Board of Trustees of Fidelity
Institutional Cash Portfolios effective March 1, 1997.
***** During the period from May 1, 1996 through December 31, 1996,
William O. McCoy served as a Member of the Advisory Board of the
trust. Mr. McCoy was appointed to the Board of Trustees Fidelity
Institutional Cash Portfolios effective January 1, 1997.
(dagger) J. Gary Burkhead served on the Board of Trustees through
August 1, 1997. Effective August 1, 1997, Mr. Burkhead serves as a
Member of the Advisory Board of the trust.
A Compensation figures include cash, a pro rata portion of benefits
accrued under the retirement program for the period ended December 30,
1996 and required to be deferred, and may include amounts deferred at
the election of Trustees.
B Compensation figures include cash, and may include amounts required
to be deferred, a pro rata portion of benefits accrued under the
retirement program for the period ended December 30, 1996 and required
to be deferred, and amounts deferred at the election of Trustees.
C The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph
F. Cox, $115, Phyllis Burke Davis, $115, Richard J. Flynn, $0, Robert
M. Gates, $0, E. Bradley Jones, $115, Donald J. Kirk, $115, William O.
McCoy, $0, Gerald C. McDonough, $115, Edward H. Malone, $115, Marvin
L. Mann, $115, and Thomas R. Williams, $115.
D The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $ 16 , Phyllis Burke Davis, $ 16 , Richard J. Flynn,
$0, Robert M. Gates, $ 0 , E. Bradley Jones, $ 16 , Donald
J. Kirk, $ 16 , William O. McCoy, $ 0 , Gerald C. McDonough,
$ 16 , Edward H. Malone, $ 16 , Marvin L. Mann, $ 16 ,
and Thomas R. Williams, $ 16 .
E The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $ 46 , Phyllis Burke Davis, $ 46 , Richard J. Flynn,
$0, Robert M. Gates, $ 0 , E. Bradley Jones, $ 46 , Donald
J. Kirk, $ 46 , William O. McCoy, $ 0 , Gerald C. McDonough,
$ 46 , Edward H. Malone, $ 46 , Marvin L. Mann, $ 46 ,
and Thomas R. Williams, $ 46 .
F The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $ 688 , Phyllis Burke Davis, $ 688 , Richard J. Flynn,
$0, Robert M. Gates, $195, E. Bradley Jones, $ 688 , Donald J.
Kirk, $ 688 , William O. McCoy, $ 612 , Gerald C. McDonough,
$ 785 , Edward H. Malone, $ 103 , Marvin L. Mann,
$ 688 , and Thomas R. Williams, $ 688 .
G The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $17, Phyllis Burke Davis, $17, Richard J. Flynn, $0, Robert M.
Gates, $ 0 , E. Bradley Jones, $17, Donald J. Kirk, $17, William
O. McCoy, $ 0 , Gerald C. McDonough, $17, Edward H. Malone, $17,
Marvin L. Mann, $17, and Thomas R. Williams, $17.
H For the fiscal year ended March 31, 1997, certain of the
non-interested Trustees' aggregate compensation from a fund includes
accrued voluntary deferred compensation as follows: Thomas R.
Williams, $479; Edward H. Malone, $1,937.
Under a retirement program adopted in July 1988 and modified in
November 1995 and November 1996, each non-interested Trustee who
retired before December 30, 1996 may receive payments from a Fidelity
fund during his or her lifetime based on his or her basic trustee fees
and length of service. The obligation of a fund to make such payments
is neither secured nor funded. A Trustee became eligible to
participate in the program at the end of the calendar year in which he
or she reached age 72, provided that, at the time of retirement, he or
she had served as a Fidelity fund Trustee for at least five years.
Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under the
Plan are treated as though equivalent dollar amounts had been invested
in shares of a cross-section of Fidelity Funds including funds in each
major investment discipline and representing a majority of Fidelity's
assets under management (the Reference Funds). The amounts ultimately
received by the Trustees under the Plan will be directly linked to the
investment performance of the Reference Funds. Deferral of fees in
accordance with the Plan will have a negligible effect on a fund's
assets, liabilities, and net income per share, and will not obligate a
fund to retain the services of any Trustee or to pay any particular
level of compensation to the Trustee. A fund may invest in the
Reference Funds under the Plan without shareholder approval.
As of December 30, 1996, the non-interested Trustees terminated the
retirement program for Trustees who retire after such date. In
connection with the termination of the retirement program, each
then-existing non-interested Trustee received a credit to his or her
Plan account equal to the present value of the estimated benefits that
would have been payable under the retirement program. The amounts
credited to the non-interested Trustees' Plan accounts are subject to
vesting and are treated as though equivalent dollar amounts had been
invested in shares of the Reference Funds. The amounts ultimately
received by the Trustees in connection with the credits to their Plan
accounts will be directly linked to the investment performance of the
Reference Funds. The termination of the retirement program and related
crediting of estimated benefits to the Trustees' Plan accounts did not
result in a material cost to the funds.
2. TO RATIFY THE SELECTION OF COOPERS & LYBRAND L.L.P. AND PRICE
WATERHOUSE LLP AS INDEPENDENT ACCOUNTANTS OF THE FUNDS .
By a vote of the non-interested Trustees, the firm of Coopers &
Lybrand L.L.P. has been selected as independent accountants
for Treasury Only, and the firm of Price Waterhouse LLP has been
selected as indepedent accountants for Treasury, Domestic, Government,
and Money Market, to sign or certify any financial statements of
each fund required by any law or regulation to be certified by
an independent accountant and filed with the Securities and Exchange
Commission (SEC) or any state. Pursuant to the 1940 Act, such
selection requires the ratification of shareholders. In addition, as
required by the 1940 Act, the vote of the Trustees is subject to the
right of each fund , by vote of a majority of its outstanding
voting securities at any meeting called for the purpose of voting on
such action, to terminate such employment without penalty. Coopers &
Lybrand L.L.P. and Price Waterhouse LLP have advised each fund
that it has no direct or material indirect ownership interest
in each fund .
The independent accountants examine annual financial statements for
the funds and provide other audit and tax-related services. In
recommending the selection of each fund's accountants, the
Audit Committee reviewed the nature and scope of the services to be
provided (including non-audit services) and whether the performance of
such services would affect the accountants' independence.
Representatives of Coopers & Lybrand L.L.P. and Price Waterhouse LLP
are not expected to be present at the Meeting, but have been given the
opportunity to make a statement if they so desire and will be
available should any matter arise requiring their presence. On
September 18, 1997, Coopers & Lybrand L.L.P. and Price Waterhouse LLP
announced plans to merge their practices world-wide. Coopers & Lybrand
L.L.P. and Price Waterhouse LLP expect the merger, which is subject to
approval by the partners of both organizations and by the regulators,
to become effective in early 1998.
3. TO AMEND THE TRUST INSTRUMENT TO PROVIDE DOLLAR-BASED VOTING RIGHTS
FOR SHAREHOLDERS OF THE TRUST.
The Board of Trustees has approved, and recommends that shareholders
of the trust approve a proposal to amend Article VII, Section 7.01 of
the Trust Instrument. The amendment would provide voting rights based
on a shareholder's total dollar interest in a fund (dollar-based
voting), rather than on the number of shares owned, for all
shareholder votes for a fund. As a result, voting power would be
allocated in proportion to the value of each shareholder's investment.
BACKGROUND. Treasury, Domestic, Government, Money Market, and
Treasury Only are funds of Fidelity Institutional Cash Portfolios, an
open-end management investment company organized as a Delaware
business trust. Shareholders of each class vote separately on matters
concerning only that class. Shareholders of each fund vote separately
on matters concerning only that fund and vote on a trust-wide basis on
matters that affect the trust as a whole, such as electing trustees or
amending the Trust Instrument. Currently, under the Trust Instrument,
each share is entitled to one vote, regardless of the relative value
of the shares of each fund in the trust.
The original intent of the one-share, one-vote provision was to
provide equitable voting rights to all shareholders as required by the
1940 Act. In the case where a trust has several series or funds, such
as Fidelity Institutional Cash Portfolios, voting rights may have
become disproportionate since the net asset value per share (NAV) of
the separate funds generally diverge over time. In the case where a
fund has more than one class, voting rights may have become
disproportionate because the NAV of the separate classes of a fund may
also diverge over time. The Staff of the Securities and Exchange
Commission (SEC) has issued a "no-action" letter permitting a trust to
seek shareholder approval of a dollar-based voting system. The
proposed amendment will comply with the conditions stated in the
no-action letter.
REASON FOR PROPOSAL. If approved, the amendment would provide a more
equitable distribution of voting rights for certain votes than the
one-share, one-vote system currently in effect. The voting power of
each shareholder would be commensurate with the value of the
shareholder's dollar investment rather than with the number of shares
held.
Under the current voting provisions, an investment in a fund with a
lower NAV may have significantly greater voting power than the same
dollar amount invested in a fund with a higher NAV. Currently, since
there are only money market funds in the trust, the proposal will not
affect the voting rights of fund shareholders on votes requiring
trust-wide participation since money market funds are managed to
maintain a $1.00 NAV. However, if additional funds with fluctuating
NAVs are added to the trust, relative voting rights would be changed
under the proposal. To illustrate the potentially disproportionate
calculation of voting power currently in place, the table below shows
a hypothetical example of a trust with funds with fluctuating NAVs.
Fund Net Asset Value $1,000 investment
in terms of
number of shares
A $ 10.00 100.000
B $ 7.57 132.100
C $ 10.93 91 . 491
D $ 1.00 1,000.000
For example, Fund D shareholders would have ten times the voting
power of Fund A shareholders, because a $1,000 investment in Fund D
would buy ten times as many shares as a $1,000 investment in Fund A.
Accordingly, a one-share, one-vote system may provide certain
shareholders with a disproportionate ability to affect the vote
relative to shareholders of other funds in the trust. If dollar-based
voting had been in effect, each shareholder would have had 1,000
voting shares. Their voting power would be proportionate to their
economic interest, which FMR believes is a more equitable result, and
which is the result with respect to a typical corporation where each
voting share generally has an equal market price.
On matters requiring trust-wide votes where all funds are required to
vote, shareholders who own shares with a lower NAV than other funds in
the trust would be giving other shareholders in the trust more voting
"power" than they currently have. Similarly, on matters affecting a
fund as a whole, where each class of the fund is required to vote
separately on an issue, shareholders who own shares of a class with a
lower NAV than other classes in the funds would be giving the
shareholders of the other classes more voting " power" than they
currently have. On matters affecting only one fund, only shareholders
of that fund vote on the issue and on matters affecting only one
class, only shareholders of that class vote on the issue. In these
instances, under both the current Trust Instrument and an amended
Trust Instrument, all shareholders of the fund or class would have the
same voting rights, since the NAV is the same for all shares in a
single fund or class.
AMENDMENT TO THE TRUST INSTRUMENT. Article VII, Section 7.01 sets
forth the method of calculating voting rights for all shareholder
votes for the trust. If approved, Article VII, Section 7.01 will be
amended as follows (material to be added is
(( underlined )) and material to be deleted is
[bracketed]):
ARTICLE VII
SHAREHOLDERS' VOTING POWERS AND MEETINGS VOTING POWERS
Section 7.01 ... On any matter submitted to a vote of the
Shareholders, all Shares shall be voted separately by
individual Series, except (i) when required by the 1940 Act, Shares
shall be voted in the aggregate and not by individual Series; and (ii)
when the Trustees have determined that the matter affects the
interests of one or more Series, then the Shareholders of all such
Series shall be entitled to vote thereon. The Trustees may also
determine that a matter only affects only the interests of one or more
classes of a Series, in which case any such matters shall be voted on
by such class or classes. [Each whole Share shall be entitled to one
vote as to any matter on which it is entitled to vote, and each
fractional Share shall be entitled to a proportionate fractional
vote.] (( A Shareholder of each Series shall be entitled to one
vote for each dollar of net asset value (number of shares owned times
net asset value per share) of such Series, on any matter on which such
Shareholder is entitled to vote and each fractional dollar amount
shall be entitled to a proportionate fractional vote. )) There
shall be no cumulative voting in the election of Trustees. Shares may
be voted in person or by proxy, or in any manner provided for in the
Bylaws. A proxy may be given in writing. The Bylaws may provide that
proxies may also, or may instead, be given by any electronic or
telecommunications device or in any other manner. Notwithstanding
anything else herein or in the Bylaws, in the event a proposal by
anyone other than the officers or Trustees of the Trust is submitted
to a vote of the Shareholders of one or more Series or of the Trust,
or in the event of any proxy contest or proxy solicitation or proposal
in opposition to any proposal by the officers or Trustees of the
Trust, Shares may be voted only in person or by written proxy. Until
Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by law,
this Trust Instrument or any Bylaws of the Trust to be taken by
Shareholders.
CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit the trust and its shareholders. The Trustees recommend
voting FOR the proposal. The amended Trust Instrument will become
effective upon shareholder approval. If the proposal is not approved
by shareholders of the trust, Article VII, Section 7.01 of the Trust
Instrument will remain unchanged.
4. TO ADOPT A FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
DIVERSIFICATION FOR TREASURY ONLY.
Currently, the fund does not have a fundamental investment limitation
describing its policy regarding diversification. As required by the
1940 Act, the fund's registration statement states that it is
classified as a diversified fund. Pursuant to Section 8(b) of the 1940
Act, a diversified mutual fund must state its policy relating to,
among other things, diversification. The Board of Trustees recommends
that shareholders vote to adopt the following standard fundamental
investment limitation concerning diversification:
"The fund may not with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or securities of other investment companies) if, as
a result, (a) more than 5% of the fund's total assets would be
invested in the securities of that issuer, or (b) the fund would hold
more than 10% of the outstanding voting securities of that issuer."
The percentage limits in the proposed fundamental limitation
concerning diversification are the percentage limitations imposed by
the 1940 Act for diversified investment companies. The fundamental
diversification limit allows the fund to invest up to 25% of
its assets in a single issuer. However, SEC regulations applicable to
money market funds limit investment in the securities of a single
issuer (other than U.S. Government securities) to no more than 5% of a
fund's total assets except that a fund may invest up to 25% of its
total assets in the securities of a single issuer for up to three
business days. In addition, the proposed limitation excludes
investment companies from the restrictions entirely thereby allowing
the fund to invest without limit in securities of other investment
companies. Pursuant to an order of exemption granted by the SEC,
Treasury Only may invest up to 25% of total assets in non-publicly
offered money market funds (the Central Funds) managed by FMR or an
affiliate of FMR. The Central Funds do not currently pay investment
advisory, management, or transfer agent fees, but do pay minimal fees
for services such as custodian, auditor, and Independent Trustee fees.
If the proposal is approved the fund may invest up to 25% in the
Central Funds in addition to investing directly in money market
securities. Although the fund intends to continue to restrict its
investments to Treasury obligations and does not plan to invest in the
Central Funds or in non-Treasury money market securities, FMR believes
that the fund will benefit by having the Central Funds available as an
investment alternative without having to incur the cost of a
shareholder meeting.
If the new fundamental limit is adopted as proposed, the Board of
Trustees intend to adopt the following non-fundamental diversification
limitation for the fund:
"The fund does not currently intend to purchase a security (other
than securities issued or guaranteed by the U.S. G overnment or
any of its agencies or instrumentalities) if, as a result, more than
5% of its total assets would be invested in the securities of a single
issuer; provided that the fund may invest up to 25% of its total
assets in the first tier securities of a single issuer for up to three
business days. (This limit does not apply to securities of other
open-end investment companies managed by FMR or a successor or
affiliate purchased pursuant to an exemptive order granted by the
SEC.)"
Treasury Only will continue to be managed within the
regula tory limits of the 1940 Act applicable to taxable money
market funds. The non-fundamental limitation reflects the limitations
imposed by regulations applicable to taxable money market funds and
the SEC exemptive order discussed previously . Treasury Only
intends to interpret the fundamental and non-fundamental limitations
in accordance with SEC regulations applicable to money market funds.
Adoption of the proposed fundamental and non-fundamental limitations
would not alter the manner in which the fund is managed nor would it
change the types of securities in which the fund is allowed to invest.
If the proposal is approved, the fundamental diversification
limitation cannot be changed without the approval of the shareholders
and the non-fundamental limitation cannot be changed without the
approval of the Board of Trustees.
CONCLUSION. The Board of Trustees has concluded that the proposed
limit will benefit the fund and its shareholders. The Trustees
recommend voting FOR the proposal. The adopted fundamental
diversification limitation, upon shareholder approval, will become
effective when the disclosure is revised to reflect the changes. If
the proposal is not approved by the shareholders of the fund, the
fund will continue its current diversification practices, but will
remain without a fundamental diversificat ion limitation.
5. TO AMEND THE FUNDAMENTAL INVESTMENT LIMITATION CONCERNING
DIVERSIFICATION FOR TREASURY, DOMESTIC, GOVERNMENT AND MONEY MARKET.
Each fund's current fundamental investment limitation concerning
diversification is as follows:
"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed as to principal and interest by the
government of the United States, its agencies or instrumentalities)
if, as a result more than 5% of its total assets would be invested in
the securities of such issuer; provided, however, that with respect to
25% of its total assets, 10% of its assets may be invested in the
securities of an issuer."
The Trustees recommend that shareholders of each fund vote to replace
each fund's current fundamental investment limitation with the
following amended fundamental investment limitation governing
diversification:
"The fund may not with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or securities of other investment companies) if, as
a result, (a) more than 5% of the fund's total assets would be
invested in the securities of that issuer, or (b) the fund would hold
more than 10% of the outstanding voting securities of that issuer."
The percentage limits in the proposed fundamental limitation
concerning diversification are the percentage limitations imposed by
the 1940 Act for diversified investment companies. The amended
fundamental diversification limit differs from the current limitation
in three ways. First, the amended limitation allows each fund to
invest up to 25% of its assets in a single issuer rather than the 10%
currently permitted. However, SEC regulations applicable to money
market funds limit investment in the securities of a single issuer
(other than U.S. Government securities) to no more than 5% of a fund's
total assets except that a fund may invest up to 25% of its total
assets in the securities of a single issuer for up to three business
days. Second, the amended limitation excludes investment companies
from the restrictions entirely thereby allowing each fund to invest
without limit in securities of other investment companies. Pursuant to
an order of exemption granted by the SEC, each fund may invest up to
25% of total assets in non-publicly offered money market funds (the
Central Funds) managed by FMR or an affiliate of FMR. The Central
Funds do not currently pay investment advisory, management, or
transfer agent fees, but do pay minimal fees for services such as
custodian, auditor, and Independent Trustee fees. If the proposal is
approved each fund may invest up to 25% in the Central Funds in
addition to investing directly in money market securities. Although
each fund does not currently plan to invest in the Central
Fund s , and would do so only if FMR determined the investment to
be consistent with a fund's investment objective and policies, FMR
believes that each fund will benefit by having the Central Funds
available as an investment alternative without having to incur the
cost of a shareholder meeting. Third, the amended limitation restricts
each funds investments to no more than 10% of the voting securities of
an issuer with respect to 25% of its assets. Since money market
securities are not generally voting securities, this change is not
expected to have any impact on each fund or its investments.
If the new fundamental limit is adopted as proposed, the Board of
Trustees intend to adopt the following non-fundamental diversification
limitation for each fund:
"The fund does not currently intend to purchase a security (other
than securities issued or guaranteed by the U.S. G overnment or
any of its agencies or instrumentalities) if, as a result, more than
5% of its total assets would be invested in the securities of a single
issuer; provided that the fund may invest up to 25% of its total
assets in the first tier securities of a single issuer for up to three
business days. (This limit does not apply to securities of other
open-end investment companies managed by FMR or a successor or
affiliate purchased pursuant to an exemptive order granted by the
SEC.)"
The non-fundamental limitation reflects the limitations imposed by
regulations applicable to taxable money market funds and the SEC
exemptive order discussed above. Treasury, Domestic, Government and
Money Market intend to interpret the fundamental and non-fundamental
limitations in accordance with SEC regulations applicable to money
market funds.
If the proposal is approved, each fund's amended fundamental
diversification limitations cannot be changed without the approval of
its shareholders and the non-fundamental limitation cannot be changed
without the approval of the Board of Trustees.
CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit each fund and its shareholders. The Trustees
recommend voting FOR the proposal. The amended fundamental
diversification limitation, upon shareholder approval, will become
effective when the disclosure is revised to reflect the changes. If
the proposal is not approved by the shareholders of a fund, that
fund's current fundamental diversification limitation will remain
unchanged.
6. TO ADOPT A FUNDAMENTAL LIMITATION C ON CERNING
COMMODITIES FOR TREASURY, DOMESTIC, GOVERNMENT AND MONEY MARKET.
Currently, each fund does not have a fundamental investment
limitation describing its policy regarding the purchase and sale of
commodities. Pursuant to Section 8(b) of the 1940 Act, a mutual fund
must state its policy relating to, among other things, the purchase
and sale of commodities. In general, each fund does not anticipate any
future investment activity with respect to physical commodities, but
pursuant to securities statute, must adopt a stated policy.
The Trustees recommend that shareholders vote to adopt the following
proposed fundamental investment limitation concerning the purchase or
sale of commodities:
"The fund may not purchase or sell physical commodities unless
acquired as a result of ownership of securities or other instruments."
The proposed fundamental policy conforms to a limitation that is
expected to become standard for all funds managed by FMR. The Board
of Trustees asked FMR to analyze the various fundamental and
non-fundamental investment limitations of the Fidelity funds, and
where practical and appropriate to a fund's investment objective and
policies, propose to shareholders adoption of limitations. The
proposed limitation would not permit each fund to acquire physical
commodities directly, but would permit each fund to invest in
securities and other instruments backed by commodities and to sell
commodities acquired as a result of ownership of other investments. In
addition, the proposed limitation would not apply to options and
futures contracts on physical commodities. FMR is presenting this
proposal to you for your approval because FMR believes that increased
standardization will help to promote operational efficiencies and
facilitate monitoring of compliance with fundamental investment
limitations.
CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit each fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the fundamental
limitation will become effective when disclosure is revised to reflect
the changes. If the proposal is not approved by the shareholders of a
fund, the fund will continue its current practice of not purchasing or
selling commodities, but will remain without a fundamental investment
limitation regarding commodities.
OTHER BUSINESS
The Board knows of no other business to be brought before the
Meeting. However, if any other matters properly come before the
Meeting, it is the intention that proxies that do not contain specific
instructions to the contrary will be voted on such matters in
accordance with the judgment of the persons therein designated.
ACTIVITIES AND MANAGEMENT OF FMR
FMR, a corporation organized in 1946, serves as investment adviser to
a number of investment companies.
FMR, its officers and directors, its affiliated companies, and the
Trustees, from time to time have transactions with various banks,
including the custodian banks for certain of the funds advised by FMR.
Those transactions that have occurred to date have included mortgages
and personal and general business loans. In the judgment of FMR, the
terms and conditions of those transactions were not influenced by
existing or potential custodial or other fund relationships.
The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board
and of the Executive Committee; Robert C. Pozen, President; and Peter
S. Lynch, Vice Chairman. With the exception of Robert C. Pozen, who is
proposed for election as a Trustee, each of the Directors is also a
Trustee of the trust. Messrs. Johnson 3d, Pozen, J. Gary Burkhead,
John H. Costello, Arthur S. Loring, Thomas D. Maher, Thomas Simpson,
Richard A. Silver, Leonard M. Rush, Fred L. Henning, Jr., Boyce
Greer, Burnell R. Stehman, Robert Litterest, and Robert K. Duby are
currently officers of the trust and officers or employees of FMR or
FMR Corp. With the exception of Mr. Costello, Mr. Silver, and Mr.
Simpson, all of these persons hold or have options to acquire stock of
FMR Corp. The principal business address of each of the Directors of
FMR is 82 Devonshire Street, Boston, Massachusetts 02109.
All of the stock of FMR is owned by its parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts 02109, which was organized on
October 31, 1972. Members of Mr. Edward C. Johnson 3d's family are the
predominant owners of a class of shares of common stock, representing
approximately 49% of the voting power of FMR Corp., and, therefore,
under the 1940 Act may be deemed to form a controlling group with
respect to FMR Corp.
During the period April 1, 1996 through August 31, 1997, no
transactions were entered into by Trustees and nominees as Trustee of
the trust involving more than 1% of the voting common, non-voting
common and equivalent stock, or preferred stock of FMR Corp.
ACTIVITIES AND MANAGEMENT OF FMR TEXAS
FMR Texas is a wholly owned subsidiary of FMR formed in 1989 to
provide portfolio management services to Fidelity's money market funds
and investment advice with respect to money market instruments.
The Directors of FMR Texas are Edward C. Johnson 3d, Chairman and
Robert C. Pozen, President. Mr. Johnson 3d also is President and a
Trustee of the trust and of other funds advised by FMR; Chairman,
Chief Executive Officer, President, and a Director of FMR Corp.;
Chairman of the Board and of the Executive Committee of FMR; a
Director of FMR; and Chairman and Director of Fidelity Management &
Research (U.K.) Inc. and Fidelity Management & Research (Far East)
Inc. In addition, Mr. Pozen is Senior Vice President of the trust and
a Trustee of other funds advised by FMR; a Director of FMR Corp.;
Director of FMR; and President and Director of FMR U.K. and FMR Far
East. Each of the Directors is a stockholder of FMR Corp. The
principal business address of the Directors is 82 Devonshire Street,
Boston, Massachusetts 02109.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are
placed on behalf of each fund by FMR pursuant to authority contained
in each fund's management contract.
FMR may place agency transactions with National Financial Services
Corporation (NFSC) and Fidelity Brokerage Services (FBS), indirect
subsidiaries of FMR Corp., if the commissions are fair, reasonable,
and comparable to commissions charged by non-affiliated, qualified
brokerage firms for similar services.
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The trust does not hold annual shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to
the Secretary of the Trust, 82 Devonshire Street, Boston,
Massachusetts 02109.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the trust, in care of Fidelity Investments
Institutional Operations Company, Inc., 82 Devonshire Street, Boston,
Massachusetts 02109, whether other persons are beneficial owners of
shares for which proxies are being solicited and, if so, the number of
copies of the Proxy Statement and Annual Reports you wish to receive
in order to supply copies to the beneficial owners of the respective
shares.
FICP-PXS-1097 CUSIP #316175405 /FUND# 0690
CUSIP #316175876 /FUND# 0691
CUSIP #316175868 /FUND# 0692 CUSIP #316175108 /FUND# 0057 CUSIP
#316175850 /FUND# 0604 CUSIP #316175603 /FUND# 0657 CUSIP
#316175207 /FUND# 0059 CUSIP #316175843 /FUND# 0541 CUSIP
#316175702 /FUND# 0659 CUSIP #316175504 /FUND# 0695 CUSIP
#316175835 /FUND# 0600 CUSIP #316175884 /FUND# 0696 CUSIP
#233809300 /FUND# 0680 CUSIP #233809805 /FUND# 0542
CUSIP #233809888 /FUND# 0543
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.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY INSTITUTIONAL CASH PORTFOLIOS:
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 Cash Portfolios as indicated
above which the undersigned is entitled to vote at the Special Meeting
of Shareholders of the fund to be held at the office of the trust at
82 Devonshire St., Boston, MA 02109, on December 17, 1997 at 9:45 a.m.
and at any adjournments thereof. All powers may be exercised by a
majority of said proxy holders or substitutes voting or acting or, if
only one votes and acts, then by that one. This Proxy shall be voted
on the proposals described in the Proxy Statement as specified on the
reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
Date _____________, 1997
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 # 233809300/fund# 680]
[cusip # 233809805/fund# 542]
[cusip # 233809888/fund# 543]
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- ---------------------------------------------------------------------
- -------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the twelve nominees specified below as [ ] FOR all [ ] 1.
Trustees: Ralph F. Cox, Phyllis Burke Davis, nominees listed WITHHOLD
Robert M. Gates, Edward C. Johnson 3d, E. (except as marked to authority to
Bradley Jones, Donald J. Kirk, Peter S. Lynch, the contrary below). vote for all
William O. McCoy, Gerald C. McDonough, Marvin nominees.
L. Mann, Robert C. Pozen and Thomas R. Williams
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)
</TABLE>
_____________________________________________________________________
_______________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the funds .
3. To amend the Trust Instrument to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the
Trust.
4. To adopt a fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
concerning diversification for Treasury Only
</TABLE>
[TO-PXC-1097] [cusip # 233809300/fund# 680]
[cusip # 233809805/fund# 542]
[cusip # 233809888/fund# 543]
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.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY INSTITUTIONAL CASH PORTFOLIOS:
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 Cash Portfolios as indicated
above which the undersigned is entitled to vote at the Special Meeting
of Shareholders of the fund to be held at the office of the trust at
82 Devonshire St., Boston, MA 02109, on December 17, 1997 at 9:45 a.m.
and at any adjournments thereof. All powers may be exercised by a
majority of said proxy holders or substitutes voting or acting or, if
only one votes and acts, then by that one. This Proxy shall be voted
on the proposals described in the Proxy Statement as specified on the
reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
Date _____________, 1997
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
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- ---------------------------------------------------------------------
- -------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. To elect the twelve nominees specified below as [ ] FOR all [ ] 1.
Trustees: Ralph F. Cox, Phyllis Burke Davis, nominees listed WITHHOLD
Robert M. Gates, Edward C. Johnson 3d, E. (except as marked to authority to
Bradley Jones, Donald J. Kirk, Peter S. Lynch, the contrary below). vote for all
William O. McCoy, Gerald C. McDonough, Marvin nominees.
L. Mann, Robert C. Pozen and Thomas R. Williams
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF
THE NOMINEE(S) ON THE LINE BELOW.)
</TABLE>
_____________________________________________________________________
_______________________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
2. To ratify the selection of Coopers & Lybrand L.L.P. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
and Price Waterhouse LLP as independent
accountants of the funds.
3. To amend the Trust Instrument to provide FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
dollar-based voting rights for shareholders of the
Trust.
5. To amend the fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
concerning diversification for Treasury, Domestic,
Government and Money Market.
6. To adopt a fundamental limitation concerning FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
commodities for Treasury, Domestic, Government
and Money Market.
</TABLE>
[TRES-PXC-1097]
IMPORTANT INFORMATION TO
HELP YOU UNDERSTAND THE
PROPOSALS ON WHICH YOU ARE BEING ASKED TO VOTE.
PLEASE READ THE FULL TEXT OF THIS PROXY STATEMENT. BELOW IS A BRIEF
OVERVIEW OF THE MATTERS TO BE VOTED UPON. YOUR VOTE IS IMPORTANT. IF
YOU HAVE ANY QUESTIONS REGARDING THE PROPOSALS PLEASE CALL CLIENT
SERVICES AT 800-843-3001. WE APPRECIATE YOU PLACING YOUR TRUST IN THE
FIDELITY INSTITUTIONAL MONEY MARKET FUNDS AND LOOK FORWARD TO HELPING
YOU ACHIEVE YOUR FINANCIAL GOALS.
Q. WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?
A. If you are a shareholder in the following fund(s), you will be
asked to vote on the indicated proposals:
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY, DOMESTIC,
GOVERNMENT, MONEY MARKET
(solid bullet) To elect a Board of Trustees.
(solid bullet) To ratify the selection of Price Waterhouse LLP as
independent accountants of the funds.
(solid bullet) To amend the Trust Instrument to provide dollar-based
voting rights for shareholders of the trust.
(solid bullet) To amend the fundamental investment limitation
concerning diversification.
(solid bullet) To adopt a fundamental limitation concerning
commodities.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY ONLY
(solid bullet) To elect a Board of Trustees.
(solid bullet) To ratify the selection of Coopers & Lybrand L.L.P. as
independent accountants of the funds.
(solid bullet) To amend the Trust Instrument to provide dollar-based
voting rights for shareholders of the trust.
(solid bullet) To adopt a fundamental investment limitation concerning
diversification.
Q. WITH RESPECT TO THE PROPOSALS REGARDING EACH FUND'S FUNDAMENTAL
INVESTMENT LIMITATION CONCERNING DIVERSIFICATION, WILL THESE CHANGES
AFFECT MY FUND'S INVESTMENT OBJECTIVE?
A. No. The Board of Trustees believes that these proposals are in the
best interest of each fund's shareholders, and will not affect each
fund's investment objective.
Q. WHAT IS MEANT BY DOLLAR-BASED VOTING RIGHTS, AND WHY IS IT BEING
PROPOSED FOR FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY ONLY,
TREASURY, DOMESTIC, GOVERNMENT, AND MONEY MARKET?
A. The proposed amendment would provide a more equitable distribution
of voting rights for certain votes than the one-share, one-vote system
currently in effect. The voting power of each shareholder would be
measured by the value of the shareholder's dollar investment rather
than with the number of shares held. As there are currently only
money market funds in the Trust, which are managed to maintain a
stable $1.00 NAV, this proposed change will not affect the voting
rights of fund shareholders on votes requiring trust-wide
participation. Please see the Proxy Statement for more detail.
Q. WHAT IS THE FUNDAMENTAL LIMITATION CONCERNING COMMODITIES, AND WHY
IS IT BEING ADOPTED FOR FIDELITY INSTITUTIONAL CASH PORTFOLIOS:
TREASURY, DOMESTIC, GOVERNMENT, AND MONEY MARKET?
A. The Investment Company Act of 1940 requires a mutual fund to state
its policy relating to, among other things, the purchase and sale of
commodities. In general, each fund does not anticipate any future
investment activity with respect to physical commodities, but must
adopt a stated policy pursuant to this statute. The Board of Trustees
believes that this proposal is in the best interest of each fund's
shareholders, and will not affect each fund's investment philosophy.
Q. WHAT ABOUT THE OTHER PROPOSALS IN THIS PROXY?
A. The other proposals that require your vote have been unanimously
approved by each fund's Board of Trustees. Proposals regarding the
election of a new Board of Trustees, and the ratification of the
selection of Price Waterhouse LLP as independent accountants for
Fidelity Institutional Cash Portfolios: Treasury, Domestic,
Government, Money Market as well as the ratification of Coopers &
Lybrand L.L.P. as independent accountants for Fidelity Institutional
Cash Portfolios: Treasury Only are explained clearly in the funds'
Proxy Statement. If you have any questions regarding these, or any of
the aforementioned proposals, please call Fidelity Client Services at
800-843-3001.
Q. HAS MY FUND'S BOARD OF TRUSTEES APPROVED THE PROPOSALS?
A. Yes. The Board of Trustees of each fund has unanimously approved
the proposals, and recommends that you vote to approve each one.
Q. HOW DO I VOTE MY SHARES?
A. You can vote your shares by completing and signing the enclosed
proxy card(s), and mailing them in the enclosed postage paid envelope.
If you need any assistance, or have any questions regarding the
proposals or how to vote your shares, please call Fidelity Client
Services at
800-843-3001.
IMPORTANT PROXY MATERIALS...
PLEASE CAST YOUR VOTE NOW!
Dear Fidelity Institutional Money Market Funds Shareholder:
On December 17, 1997, a special shareholder meeting of the following
Fidelity Institutional Money Market Funds will be held:
(solid bullet) Fidelity Institutional Cash Portfolios: Money Market
(solid bullet) Fidelity Institutional Cash Portfolios: Domestic
(solid bullet) Fidelity Institutional Cash Portfolios: Government
(solid bullet) Fidelity Institutional Cash Portfolios: Treasury
(solid bullet) Fidelity Institutional Cash Portfolios: Treasury Only
THIS PACKAGE CONTAINS A SEPARATE VOTING CARD FOR EACH FUND YOU OWN.
IF THERE IS MORE THAN ONE CARD IN YOUR PACKAGE, IT IS IMPORTANT THAT
YOU VOTE EACH CARD.
The matters to be discussed are important, and directly affect your
investment. As a shareholder, you cast one vote for each share and
fractional votes for fractional shares of each fund you own. YOU MAY
THINK YOUR VOTE IS INSIGNIFICANT, BUT EVERY VOTE IS EXTREMELY
IMPORTANT. We must continue sending requests to vote until a majority
of the shares are voted prior to the meeting. Additional mailings are
expensive, and these costs are charged directly to the funds.
The enclosed Proxy Statement details the proposals under
consideration. A list of each issue can be found on the first page of
each Proxy Statement. In addition, we have attached a Q&A to assist
you in understanding the proposals that may require your vote. After
you have read the material, please cast your vote promptly by signing
and returning the enclosed proxy card(s). It is important that you
sign your proxy card exactly as your name appears in the registration
of the proxy card. A postage-paid envelope has been provided. Your
time will be well spent, and you will help save the cost of additional
mailings.
These proposals have been carefully considered by each fund's Board of
Trustees, which is responsible for protecting your interests as a
shareholder. THE BOARD OF TRUSTEES BELIEVES THESE PROPOSALS ARE FAIR
AND REASONABLE, AND RECOMMENDS THAT YOU APPROVE THEM. If you have any
questions about any of the proposals, please do not hesitate to
contact Fidelity Client Services at 800-843-3001.
Remember, this is your opportunity to voice your opinion on matters
affecting your fund(s). YOUR PARTICIPATION IS EXTREMELY IMPORTANT NO
MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
Thank you. We appreciate your prompt attention.
Sincerely,
/s/Edward C. Johnson 3d
Chairman and Chief Executive Officer
IMPORTANT PROXY MATERIALS
ARE ON THE WAY TO YOUR CLIENTS RIGHT NOW!
Dear Investment Professional:
On December 17, 1997, there will be a Special Meeting of Shareholders
of the following Fidelity Institutional Money Market (FIMM) Funds:
(solid bullet) Fidelity Institutional Cash Portfolios: Money Market
(solid bullet) Fidelity Institutional Cash Portfolios: Domestic
(solid bullet) Fidelity Institutional Cash Portfolios: Government
(solid bullet) Fidelity Institutional Cash Portfolios: Treasury
(solid bullet) Fidelity Institutional Cash Portfolios: Treasury Only
(solid bullet) Fidelity Institutional Tax-Exempt Cash Portfolios:
Tax-Exempt
(solid bullet) Fidelity Money Market Trust: Rated Money Market
The enclosed Proxy Statements detail the proposals pertaining to each
portfolio. A copy of the shareholder letter being mailed to all of
your clients who hold shares in these portfolios is also enclosed.
We have also enclosed a Q&A to assist you in understanding the
proposals that will require voting. If you have any questions about
this proxy after reading the letter, Proxy Statements, and Q&A, please
call your Fidelity representative at 800-843-3001.
We appreciate your support, and look forward to serving you in any way
we can.
Sincerely,
/s/Edward C. Johnson 3d
Chairman and Chief Executive Officer
This letter is intended for investment professional use only, and may
not be reproduced or shown to
the public in oral or written form as sales material.
