SUPPLEMENT TO THE
FIDELITY INSTITUTIONAL MONEY MARKET FUNDS'
MAY 22, 1999
STATEMENT OF ADDITIONAL INFORMATION
THE FOLLOWING INFORMATION FOUND IN THE "TRUSTEES AND OFFICERS" SECTION
BEGINNING ON PAGE 28 HAS BEEN REMOVED.
LEONARD M. RUSH (54), Assistant Treasurer (1994), is an employee of
FMR (1994). Prior to becoming Assistant Treasurer of the Fidelity
funds, Mr. Rush was Chief Compliance Officer of FMR Corp. (1993-1994)
and Chief Financial Officer of Fidelity Brokerage Services, Inc.
(1990-1993).
THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE
"TRUSTEES AND OFFICERS" SECTION BEGINNING ON PAGE 28.
NED C. LAUTENBACH (55), Member of the Advisory Board (1999), has
been a partner of Clayton, Dubilier & Rice, Inc. (private equity
investment firm) since September 1998. Mr. Lautenbach was Senior Vice
President of IBM Corporation from 1992 until his retirement in July
1998. From 1993 to 1995 he was Chairman of IBM World Trade
Corporation. He also was a member of IBM's Corporate Executive
Committee from 1994 to July 1998. He is a Director of PPG Industries
Inc. (glass, coating and chemical manufacturer), Dynatech Corporation
(global communications equipment), Eaton Corporation (global
manufacturer of highly engineered products) and ChoicePoint Inc. (data
identification, retrieval, storage, and analysis).
THE FOLLOWING INFORMATION REPLACES THE COMPENSATION TABLE FOUND IN THE
"TRUSTEES AND OFFICERS" SECTION BEGINNING ON PAGE 28.
The following table sets forth information describing the
compensation of each Trustee and Member of the Advisory Board of each
fund for his or her services for the fiscal year ended March 31, 1999,
or calendar year ended December 31, 1998, as applicable.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
COMPENSATION TABLE
AGGREGATE COMPENSATION FROM A Edward C. Johnson 3d** Abigail P. Johnson ** J. Gary Burkhead ** Ralph F. Cox
FUND
Treasury Only PortfolioB $ 0 $ 0 $ 0 $ 377
Treasury PortfolioB $ 0 $ 0 $ 0 $ 2,866
Government Portfolio B $ 0 $ 0 $ 0 $ 1,666
Domestic PortfolioB $ 0 $ 0 $ 0 $ 580
Money Market PortfolioB,C,D $ 0 $ 0 $ 0 $ 4,152
Tax-Exempt PortfolioB $ 0 $ 0 $ 0 $ 796
TOTAL COMPENSATION FROM THE $ 0 $ 0 $ 0 $ 223,500
FUND COMPLEX*,A
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
COMPENSATION TABLE
AGGREGATE COMPENSATION FROM A Phyllis Burke Davis Robert M. Gates E. Bradley Jones Donald J. Kirk Ned C. Lautenbach ***
FUND
Treasury Only PortfolioB $ 369 $ 376 $ 372 $ 379 $ 0
Treasury PortfolioB $ 2,811 $ 2,866 $ 2,829 $ 2,887 $ 0
Government Portfolio B $ 1,633 $ 1,666 $ 1,643 $ 1,677 $ 0
Domestic PortfolioB $ 566 $ 579 $ 569 $ 578 $ 0
Money Market PortfolioB,C,D $ 4,061 $ 4,147 $ 4,089 $ 4,169 $ 0
Tax-Exempt PortfolioB $ 781 $ 796 $ 786 $ 802 $ 0
TOTAL COMPENSATION FROM THE $ 220,500 $ 223,500 $222,000 $ 226,500 $ 0
FUND COMPLEX*,A
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
COMPENSATION TABLE
AGGREGATE COMPENSATION
FROM A Peter S. Lynch ** William O. McCoy Gerald C. Mc- Donough Marvin L. Mann Robert C. Pozen**
FUND
Treasury Only PortfolioB $ 0 $ 376 $ 458 $ 376 $ 0
Treasury PortfolioB $ 0 $ 2,866 $ 3,488 $ 2,866 $ 0
Government Portfolio B $ 0 $ 1,666 $ 2,026 $ 1,666 $ 0
Domestic PortfolioB $ 0 $ 579 $ 701 $ 579 $ 0
Money Market PortfolioB,C,D $ 0 $ 4,147 $ 5,043 $ 4,147 $ 0
Tax-Exempt PortfolioB $ 0 $ 796 $ 969 $ 796 $ 0
TOTAL COMPENSATION FROM THE $ 0 $ 223,500 $ 273,500 $ 220,500 $ 0
FUND COMPLEX*,A
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
COMPENSATION TABLE
AGGREGATE COMPENSATION FROM A Thomas R. Williams
FUND
Treasury Only PortfolioB $ 376
Treasury PortfolioB $ 2,866
Government Portfolio B $ 1,666
Domestic PortfolioB $ 579
Money Market PortfolioB,C,D $ 4,147
Tax-Exempt PortfolioB $ 796
TOTAL COMPENSATION FROM THE $ 223,500
FUND COMPLEX*,A
</TABLE>
* Information is for the calendar year ended December 31, 1998 for
237 funds in the complex.
** Interested Trustees of the funds, Ms. Johnson and Mr. Burkhead
are compensated by FMR.
*** Effective October 14, 1999, Mr. Lautenbach serves as a Member
of the Advisory Board.
A Compensation figures include cash, amounts required to be
deferred, and may include amounts deferred at the election of
Trustees. For the calendar year ended December 31, 1998, the Trustees
accrued required deferred compensation from the funds as follows:
Ralph F. Cox, $75,000; Phyllis Burke Davis, $75,000; Robert M. Gates,
$75,000; E. Bradley Jones, $75,000; Donald J. Kirk, $75,000; William
O. McCoy, $75,000; Gerald C. McDonough, $87,500; Marvin L. Mann,
$75,000; and Thomas R. Williams, $75,000. Certain of the
non-interested Trustees elected voluntarily to defer a portion of
their compensation as follows: Ralph F. Cox, $55,039; Marvin L. Mann,
$55,039; Thomas R. Williams, $63,433; and William O. McCoy,
$55,039.
B Compensation figures include cash, and may include amounts
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: Ralph F. Cox, $1,867; Phyllis Burke Davis,
$1,867; Robert M. Gates, $1,867; E. Bradley Jones, $1,867; Donald J.
Kirk, $1,867; William O. McCoy, $1,867; Gerald C. McDonough, $2,179;
Marvin L. Mann, $1,867; and Thomas R. Williams, $1,867.
D Certain of the non-interested Trustees' aggregate compensation
from a fund includes accrued voluntary deferred compensation as
follows: Thomas R. Williams, $1,582, Money Market Portfolio.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
SECOND PARAGRAPH IN THE "TRANSFER AND SERVICE AGENT AGREEMENTS"
SECTION ON PAGE 37:
Each class of Tax-Exempt Portfolio has entered into a transfer agent
agreement with Citibank, N.A., which is located at 111 Wall Street,
New York, New York. Under the terms of the agreements, Citibank, N.A.
provides transfer agency, dividend disbursing, and shareholder
services for each class of the fund. Citibank, N.A. in turn has
entered into a sub-transfer agent agreement with FIIOC. Under the
terms of the sub-agreement, FIIOC performs all processing activities
associated with providing these services for each class of the fund
and receives all related transfer agency fees paid to Citibank, N.A.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
SIXTH PARAGRAPH IN THE "TRANSFER AND SERVICE AGENT AGREEMENTS" SECTION
ON PAGE 37:
Tax-Exempt Portfolio has also entered into a service agent agreement
with Citibank, N.A. Under the terms of the agreement, Citibank, N.A.
provides pricing and bookkeeping services for the fund. Citibank, N.A.
in turn has entered into a sub-service agent agreement with FSC .
Under the terms of the sub-agreement, FSC performs all processing
activities associated with providing these services, including
calculating the NAV and dividends for each class of the fund and
maintaining the fund's portfolio and general accounting records, and
receives all related pricing and bookkeeping fees paid to Citibank,
N.A.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"DESCRIPTION OF THE TRUST" SECTION, BEGINNING ON PAGE 37:
CUSTODIAN. The Bank of New York, 110 Washington Street, New York, New
York, is custodian of the assets of the taxable funds. Citibank, N.A.,
111 Wall Street, New York, New York, is custodian of the assets of
Tax-Exempt Portfolio. Each custodian is responsible for the
safekeeping of a fund's assets and the appointment of any subcustodian
banks and clearing agencies. The Chase Manhattan Bank, headquartered
in New York, also may serve as a special purpose custodian of certain
assets of the taxable funds in connection with repurchase agreement
transactions.
