COLCHESTER STREET TRUST, 485APOS, 1999-03-08

COLCHESTER STREET TRUST
485APOS, 1999-03-08

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT (No. 2-74808)
UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 38 [X]

and

REGISTRATION STATEMENT (No. 811-3320)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 38 [X]

Colchester Street Trust
(Exact Name of Registrant as Specified in Charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number: 617-563-7000

Eric D. Roiter, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)

It is proposed that this filing will become effective
( ) immediately upon filing pursuant to paragraph (b).
( ) on ( ) pursuant to paragraph (b).
( ) 60 days after filing pursuant to paragraph (a)(1).
(x) on May 22, 1999 pursuant to paragraph (a)(1) of Rule 485.
( ) 75 days after filing pursuant to paragraph (a)(2).
( ) on ( ) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
( ) this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

Like securities of all mutual
funds, these securities have
not been approved or
disapproved by the
Securities and Exchange
Commission, and the
Securities and Exchange
Commission has not
determined if this
prospectus is accurate or
complete. Any
representation to the
contrary is a criminal
offense.

Fidelity
INSTITUTIONAL MONEY MARKET FUNDS

TREASURY ONLY PORTFOLIO
CLASS I
(fund number 680)

TREASURY PORTFOLIO
CLASS I
(fund number 695)

GOVERNMENT PORTFOLIO
CLASS I
(fund number 057)

DOMESTIC PORTFOLIO
CLASS I
(fund number 690)

MONEY MARKET PORTFOLIO
CLASS I
(fund number 059)

TAX-EXEMPT PORTFOLIO
CLASS I
(fund number 056)

PROSPECTUS
MAY 22, 1999

(fidelity_logo_graphic) (registered trademark)
82 Devonshire Street, Boston, MA 02109

CONTENTS

FUND SUMMARY 4 INVESTMENT SUMMARY

5 PERFORMANCE

9 FEE TABLE

FUND BASICS 12 INVESTMENT DETAILS

14 VALUING SHARES

SHAREHOLDER INFORMATION 14 BUYING AND SELLING SHARES

18 EXCHANGING SHARES

18 ACCOUNT FEATURES AND POLICIES

19 DIVIDENDS AND CAPITAL GAINS
DISTRIBUTIONS

19 TAX CONSEQUENCES

FUND SERVICES 19 FUND MANAGEMENT

20 FUND DISTRIBUTION

APPENDIX 20 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

TREASURY ONLY PORTFOLIO seeks as high a level of current income as is
consistent with the security of principal and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Investing in U.S. Treasury securities.

(small solid bullet) Investing in securities whose interest is exempt
from state and local income taxes.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:
(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) ISSUER-SPECIFIC CHANGES. A decline in the credit
quality of an issuer or the provider of credit support or a
maturity-shortening structure for a security can cause the price of a
money market security to decrease.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency. Although the fund seeks to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.

INVESTMENT OBJECTIVE

TREASURY PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing in U.S. Treasury securities and
repurchase agreements for those securities.

(small solid bullet) Generally maintaining a dollar-weighted average
maturity at 60 days or less.
(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

INVESTMENT OBJECTIVE

GOVERNMENT PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing in U.S. Government securities and
repurchase agreements for those securities and entering into reverse
repurchase agreements.

(small solid bullet) Generally maintaining a dollar-weighted average
maturity at 60 days or less.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

INVESTMENT OBJECTIVE

DOMESTIC PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing in U.S. dollar-denominated money market
securities of domestic issuers rated in the highest category by at
least two nationally-recognized rating services, U.S. Government
securities and repurchase agreements and entering into reverse
repurchase agreements.

(small solid bullet) Investing more than 25% of total assets in the
financial services industry.

(small solid bullet) Generally maintaining a dollar-weighted average
maturity at 60 days or less.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) FINANCIAL SERVICES EXPOSURE. Changes in
government regulation or economic downturns can have a significant
negative affect on issuers in the financial services sector.

INVESTMENT OBJECTIVE

MONEY MARKET PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing in U.S. dollar-denominated money market
securities of domestic and foreign issuers rated in the highest
category by at least two nationally recognized rating services or by
one if only one rating service has rated a security, or, if unrated,
determined to be of equivalent quality by FMR, including U.S.
Government securities and repurchase agreements, and entering into
reverse repurchase agreements.

(small solid bullet) Investing more than 25% of total assets in the
financial services industry.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) FINANCIAL SERVICES EXPOSURE. Changes in
government regulation or economic downturns can have a significant
negative affect on issuers in the financial services sector.

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing normally in municipal money market
securities rated in the highest category by at least one nationally
recognized rating service or in one of the two highest categories by
another rating service if rated by more than one, or, if unrated,
determined to be of equivalent quality to the highest category by FMR.

(small solid bullet) Investing so that at least 80% of fund's income
distributions is exempt from federal income tax.
(small solid bullet) Normally not investing in municipal securities
whose interest is subject to federal income tax or in municipal
securities whose interest is subject to the federal alternate minimum
tax.

(small solid bullet) Potentially investing more than 25% of total
assets in municipal securities that finance similar types of projects.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) MUNICIPAL MARKET VOLATILITY. The municipal
market is volatile and can be significantly affected by adverse tax,
legislative or political changes and the financial condition of the
issuers of municipal securities.

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

PERFORMANCE

The following information illustrates the funds' performance over the
past year and changes in the funds' performance from year to year.
Returns are based on past results and are not an indication of future
performance.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TREASURY ONLY PORTFOLIO -
CLASS I

Calendar Years 1991 1992 1993 1994 1995 1996 1997 1998

% % % % % % % %

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: nil

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS I OF TREASURY ONLY
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS I OF TREASURY
ONLY PORTFOLIO WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TREASURY PORTFOLIO - CLASS I

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

% % % % % % % % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS I OF TREASURY
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS I OF TREASURY
PORTFOLIO WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GOVERNMENT PORTFOLIO - CLASS I

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

% % % % % % % % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS I OF GOVERNMENT
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS I OF GOVERNMENT
PORTFOLIO WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DOMESTIC PORTFOLIO - CLASS I

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998

% % % % % % % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS I OF DOMESTIC
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS I OF DOMESTIC
PORTFOLIO WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MONEY MARKET PORTFOLIO -
CLASS I

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

% % % % % % % % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS I OF MONEY MARKET
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS I OF MONEY
MARKET PORTFOLIO WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TAX-EXEMPT PORTFOLIO - CLASS I

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

% % % % % % % % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS I OF TAX-EXEMPT
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS I OF TAX-EXEMPT
PORTFOLIO WAS __%.

AVERAGE ANNUAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
For the periods ended Past 1 year Past 5 years Past 10 years/Life of fundA
December 31, 1998

Treasury Only Portfolio - % % %C
Class I

Treasury Portfolio - Class I % % %

Government Portfolio - Class I % % %

Domestic Portfolio - Class I % % %B

Money Market Portfolio - % % %
Class I

Tax-Exempt Portfolio - Class I % % %

</TABLE>

A BEGINNING JANUARY 1 OF THE FIRST CALENDAR YEAR FOLLOWING THE CLASS'S
COMMENCEMENT OF OPERATIONS.

B FROM JANUARY 1, 1990.

C FROM JANUARY 1, 1991.

If FMR had not reimbursed certain class expenses during these periods,
Class I's returns would have been lower.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold or sell Class I shares of a fund. [The annual class
operating expenses provided below for Class I are based on historical
expenses, adjusted to reflect current fees.] [The annual class
operating expenses provided below for Class I do not reflect the
effect of any expense reimbursements or reduction of certain expenses
during the period.] [The annual class operating expenses provided
below for Class I are based on historical expenses.]

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Class I

Sales charge (load) on None
purchases and reinvested
distributions

Deferred sales charge (load) None
on redemptions

ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)

Class I

TREASURY ONLY PORTFOLIO Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

TREASURY PORTFOLIO Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

GOVERNMENT PORTFOLIO Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

DOMESTIC PORTFOLIO Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

MONEY MARKET PORTFOLIO Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

TAX-EXEMPT PORTFOLIO Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

AFMR has voluntarily agreed to reimburse Class I of each fund to the
extent that total operating expenses (excluding interest, taxes,
brokerage commissions, extraordinary expenses and 12b-1 fees), as a
percentage of their respective average net assets, exceed 0.20% (0.18%
for Money Market Portfolio). These arrangements can be terminated by
FMR at any time.

[A portion of the brokerage commissions that a fund pays is used to
reduce that fund's expenses. In addition, each fund has entered into
arrangements with its custodian and transfer agent whereby credits
realized as a result of uninvested cash balances are used to reduce
custodian and transfer agent expenses. Including these reductions, the
total Class I operating expenses, after reimbursement, would have been
__% [for [Fund Name] and __% for [Fund Name]].

This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.

Let's say, hypothetically, that Class I's annual return is 5% and that
your shareholder fees and Class I's annual operating expenses are
exactly as described in the fee table. This example illustrates the
effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account after the number of years
indicated:

Class I

TREASURY ONLY PORTFOLIO 1 year $

3 years $

5 years $

10 years $

TREASURY PORTFOLIO 1 year $

3 years $

5 years $

10 years $

GOVERNMENT PORTFOLIO 1 year $

3 years $

5 years $

10 years $

DOMESTIC PORTFOLIO 1 year $

3 years $

5 years $

10 years $

MONEY MARKET PORTFOLIO 1 year $

3 years $

5 years $

10 years $

TAX-EXEMPT PORTFOLIO 1 year $

3 years $

5 years $

10 years $

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

TREASURY ONLY PORTFOLIO seeks as high a level of current income as is
consistent with the security of principal and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

FMR invests the fund's assets in U.S. Treasury securities. FMR does
not enter into repurchase agreements or reverse repurchase agreements
for the fund. FMR normally invests the fund's assets in securities
whose interest is specifically exempt from state and local income
taxes under federal law; such interest is not exempt from federal
income tax.

In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of the fund's investments. FMR
stresses maintaining a stable $1.00 share price, liquidity and income.

INVESTMENT OBJECTIVE

TREASURY PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR invests the fund's assets in U.S. Treasury securities and
repurchase agreement for those securities. FMR does not enter into
reverse repurchase agreements for the fund.

FMR generally intends to maintain the fund's dollar-weighted average
maturity at 60 days or less.

INVESTMENT OBJECTIVE

GOVERNMENT PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR invests the fund's assets in U.S. Government securities and
repurchase agreements for those securities. FMR also may enter into
reverse repurchase agreements for the fund.
FMR generally intends to maintain the fund's dollar-weighted average
maturity at 60 days or less.

INVESTMENT OBJECTIVE

DOMESTIC PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR invests the fund's assets in U.S. dollar-denominated money market
securities of domestic issuers rated in the highest category by at
least two nationally recognized rating services, U.S. Government
securities and repurchase agreements. FMR also may enter into reverse
repurchase agreements for the fund.

FMR will invest more than 25% of the fund's total assets in the
financial services industry.

FMR generally intends to maintain the fund's dollar-weighted average
maturity at 60 days or less.

INVESTMENT OBJECTIVE

MONEY MARKET PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR invests the fund's assets in the highest-quality U.S.
dollar-denominated money market securities of domestic and foreign
issuers, including U.S. Government securities and repurchase
agreements. FMR also may enter into reverse repurchase agreements for
the fund. Securities are "highest-quality" if rated in the highest
category by at least two nationally recognized rating services or by
one if only one rating service has rated a security, or, if unrated,
determined to be of equivalent quality by FMR.

FMR will invest more than 25% of the fund's total assets in the
financial services industry.

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets in the highest-quality
municipal money market securities. Securities are "highest-quality" if
rated in the highest category by at least one nationally recognized
rating service and in one of the two highest categories by another
rating service if rated by more than one, or, if unrated, determined
to be of equivalent quality to the highest category by FMR.

FMR normally invests the fund's assets so that at least 80% of the
fund's income distributions is exempt from federal income tax. FMR
does not currently intend to invest the fund's assets in municipal
securities whose interest is subject to federal income tax or in
municipal securities whose interest is subject to the federal
alternate minimum tax.

FMR may invest more than 25% of the fund's total assets in municipal
securities that finance similar projects, such as those relating to
education, health care, transportation and utilities.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

MONEY MARKET SECURITIES are high-quality, short-term securities that
pay a fixed, variable or floating interest rate. Securities are often
specifically structured so that they are eligible investments for a
money market fund. For example, in order to satisfy the maturity
restrictions for a money market fund, some money market securities
have demand or put features which have the effect of shortening the
security's maturity. Taxable money market securities include bank
certificates of deposit, bank acceptances, bank time deposits, notes,
commercial paper and U.S. Government securities. Municipal money
market securities include variable rate demand notes, commercial paper
and municipal notes.

U.S. GOVERNMENT SECURITIES are high-quality securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of
the U.S. Government. U.S. Government securities may be backed by the
full faith and credit of the U.S. Treasury, the right to borrow from
the U.S. Treasury, or the agency or instrumentality issuing or
guaranteeing the security.

MUNICIPAL SECURITIES are issued to raise money for a variety of public
and private purposes, including general financing for state and local
governments, or financing for a specific project or public facility.
Municipal securities may be fully or partially backed by the local
government, by the credit of a private issuer, by the current or
anticipated revenues from a specific project or specific assets, or by
domestic or foreign entities providing credit support such as letters
of credit, guarantees or insurance.

A REPURCHASE AGREEMENT is an agreement to buy a security at one price
and a simultaneous agreement to sell it back at an agreed-upon price.

PRINCIPAL INVESTMENT RISKS

Many factors affect each fund's performance. A fund's yield will
change daily based on changes in interest rates and other market
conditions. Although each fund is managed to maintain a stable $1.00
share price, there is no guarantee that the fund will be able to do
so. For example, a major increase in interest rates or a decrease in
the credit quality of the issuer of one of a fund's investments could
cause the fund's share price to decrease. It is important to note
that neither the funds' share prices nor their yields are guaranteed
by the U.S. Government.

The following factors may significantly affect a fund's performance:

MUNICIPAL MARKET VOLATILITY. Municipal securities can be
significantly affected by political changes as well as uncertainties
in the municipal market related to taxation, legislative changes, or
the rights of municipal security holders. Because many municipal
securities are issued to finance similar projects, especially those
relating to education, health care, transportation and utilities,
conditions in those sectors can affect the overall municipal market.
In addition, changes in the financial condition of an individual
municipal insurer can affect the overall municipal market.

INTEREST RATE CHANGES. Money market securities have varying levels of
sensitivity to changes in interest rates. In general, the price of a
money market security can fall when interest rates rise and can rise
when interest rates fall. Securities with longer maturities and the
securities of issuers in the financial services industry can be more
sensitive to interest rate changes. Short-term securities tend to
react to changes in short-term interest rates.

FOREIGN EXPOSURE. Issuers located in foreign countries and entities
located in foreign countries that provide credit support or a
maturity-shortening structure can involve increased risks. Extensive
public information about the issuer or provider may not be available
and unfavorable political, economic or governmental developments could
affect the value of the security.

FINANCIAL SERVICES EXPOSURE. Financial services companies are highly
dependent on the supply of short-term financing. The value of
securities of issuers in the financial services sector can be
sensitive to changes in government regulation and interest rates and
economic downturns in the United States and abroad.

ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of issuer, and changes in general economic or
political conditions can affect the credit quality or value of an
issuer's securities. Entities providing credit support or a
maturity-shortening structure also can be affected by these types of
changes. Municipal securities backed by current or anticipated
revenues from a specific project or specific assets can be negatively
affected by the discontinuance of the taxation supporting the project
or assets or the inability to collect revenues for the project or from
the assets. If the Internal Revenue Service determines an issuer of a
municipal security has not complied with applicable tax requirements,
interest from the security could become taxable and the security could
decline significantly in value. In addition, if the structure of a
security fails to function as intended, interest from the security
could become taxable or the security could decline in value.

In response to market, economic, political or other conditions, FMR
may temporarily use a different investment strategy for Tax-Exempt
Portfolio for defensive purposes. If FMR does so, different factors
could affect Tax-Exempt Portfolio's performance, and the fund may
distribute income subject to federal income tax.

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

TREASURY ONLY PORTFOLIO 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.

TREASURY PORTFOLIO 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.

GOVERNMENT PORTFOLIO 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.

DOMESTIC PORTFOLIO 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.

MONEY MARKET PORTFOLIO 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 PORTFOLIO seeks to obtain 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.

VALUING SHARES

The funds are open for business each day that the Federal Reserve Bank
of Kansas City (Kansas City Fed) (for Tax-Exempt Portfolio) or the
Federal Reserve Bank of New York (New York Fed) (for Treasury Only
Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio, and Money Market Portfolio), the New York Stock Exchange
(NYSE) and the principal bond markets (as recommended by the Bond
Market Association) are open.

A class's NAV is the value of a single share. Fidelity normally
calculates Class I's NAV each business day as of the time indicated in
the table below. However, NAV may be calculated earlier as permitted
by the Securities and Exchange Commission (SEC). Each fund's assets
are valued as of this time for the purpose of computing Class I's NAV.

Fund NAV Calculation Times
(Eastern Time)

Treasury Only Portfolio 2:00 p.m.

Treasury Portfolio 5:00 p.m.

Government Portfolio 5:00 p.m.

Domestic Portfolio 5:00 p.m.

Money Market Portfolio 3:00 p.m.

Tax-Exempt Portfolio 12:00 noon

To the extent that each fund's assets are traded in other markets on
days when the Kansas City Fed, the New York Fed, the NYSE or the
principal bond markets (as recommended by the Bond Market Association)
are closed, the value of the fund's assets may be affected on days
when the fund is not open for business.

Each fund's assets are valued on the basis of amortized cost.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

For account, product and service information, please call
1-800-843-3001 (8:30 a.m. - 7:00 p.m. Eastern time, Monday through
Friday).

Please use the following addresses:

BUYING OR SELLING SHARES

Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081

OVERNIGHT EXPRESS

Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048

You may buy or sell Class I shares of the funds through a retirement
account or an investment professional. When you invest through a
retirement account or an investment professional, the procedures for
buying, selling and exchanging Class I shares of a fund and the
account features and policies may differ. Additional fees may also
apply to your investment in Class I shares of a fund, including a
transaction fee if you buy or sell Class I shares of the fund through
a broker or other investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).

BUYING SHARES

The price to buy one share of Class I is the class's NAV. the Class I
shares are sold without a sales charge.

Your shares will be bought at the next NAV calculated after your order
is received in proper form.

It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of business on
the day you place your order.

Short-term or excessive trading into and out of a fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, a fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
that fund. For these purposes, FMR may consider an investor's trading
history in that fund or other Fidelity funds, and accounts under
common ownership or control.

Each fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.

When you place an order to buy shares, note the following:

(small solid bullet) You are advised to place your trades as early in
the day as possible and to provide Fidelity with advance notice of
large purchases.

(small solid bullet) All of your purchases must be made by federal
funds wire; checks and Automated Clearing House System (ACH) payments
will not be accepted.

(small solid bullet) All wires must be received in proper form by
Fidelity at the applicable fund's designated wire bank before the
close of the Federal Reserve Wire System on the day of purchase or you
could be liable for any losses or fees a fund or Fidelity has incurred
or for interest and penalties.

MINIMUMS

TO OPEN AN ACCOUNT $1,000,000A
MINIMUM BALANCE $1,000,000

A 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 FOR MORE INFORMATION
REGARDING THIS WAIVER.

KEY INFORMATION

PHONE 1-800-843-3001 TO OPEN AN ACCOUNT

(small solid bullet) Exchange
from the same class of any
fund offered through this
prospectus. Call your
investment professional or,
if you trade directly
through Fidelity, call
1-800-843-3001.

TO ADD TO AN ACCOUNT

(small solid bullet) Exchange
from the same class of any
fund offered through this
prospectus. Call your
investment professional or,
if you trade directly
through Fidelity, call
1-800-843-3001.

MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770002 CINCINNATI, (small solid bullet) Complete
OH 45277-0081 and sign the account
application. Mail to the
address indicated at left.

(small solid bullet) Exchange
from the same class of any
fund offered through this
prospectus. Send a letter of
instruction to your
investment professional or
to the address at left,
including your name, the
funds' names, the applicable
class names, the fund
account numbers, and the
dollar amount or number of
shares to be exchanged.

TO ADD TO AN ACCOUNT

IN PERSON TO OPEN AN ACCOUNT

(small solid bullet) Bring
your application and wire
instructions to your
investment professional.
TO ADD TO AN ACCOUNT

(small solid bullet) Bring
your wire instructions to
your investment professional.

WIRE TO OPEN AN ACCOUNT

(small solid bullet) Call
your investment professional
or, if you trade directly
through Fidelity, call
1-800-843-3001 to set up
your account and to arrange
a wire transaction.
(small solid bullet) Wire to:
The Bank of New York, Bank
Routing # 021000018, Account
# 8900118245.

(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your new
fund account number and your
name.

TO ADD TO AN ACCOUNT

(small solid bullet) Call
your investment professional
or, if you trade directly
through Fidelity, call
1-800-843-3001.

(small solid bullet) Wire to:
The Bank of New York, Bank
Routing # 021000018, Account
# 8900118245.

(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your fund
account number and your name.

SELLING SHARES

The price to sell one share of Class I is the class's NAV.
Your shares will be sold at the next NAV calculated after your order
is received in proper form.

It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.

Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:

(small solid bullet) You wish to sell more than $100,000 worth of
shares;

(small solid bullet) Your account registration has changed within the
last 30 days;

(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.

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.

When you place an order to sell shares, note the following:
(small solid bullet) If you are selling some but not all of your
shares, leave at least $1,000,000 worth of shares in the account to
keep it open, except accounts not subject to account minimums.

(small solid bullet) You are advised to place your trades as early in
the day as possible and to provide Fidelity with advance notice of
large redemptions.

(small solid bullet) Normally, Fidelity will process redemptions on
the same business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
a fund.

(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.

(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of a fund.

KEY INFORMATION

PHONE 1-800-843-3001 (small solid bullet) Call
your investment professional
or, if you trade directly
through Fidelity, call
1-800-843-3001 to initiate a
wire transaction.

(small solid bullet) Exchange
to the same class of another
fund offered through this
prospectus. Call your
investment professional or,
if you trade directly
through Fidelity, call
1-800-843-3001.

MAIL FIDELITY INVESTMENTS (small solid bullet) Send a
P.O. BOX 770002 CINCINNATI, letter of instruction to
OH 45277-0081 your investment professional
or to the address at left,
including the firm's name,
the fund's name, the class
name, the firm's fund
account number, your
address, and the dollar
amount or number of shares
to be sold. At least one
person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

IN PERSON (small solid bullet) Bring a
letter of instruction to
your investment
professional. At least one
person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXCHANGING SHARES

An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.

As a Class I shareholder you have the privilege of exchanging Class I
shares of a fund for Class I shares of another fund offered through
this prospectus.

However, you should note the following policies and restrictions
governing exchanges:

(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund or class, read its
prospectus.

(small solid bullet) Exchanges may have tax consequences for you.

(small solid bullet) Currently, there is no limit on the number of
exchanges out of a fund.

(small solid bullet) Each fund may 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.

The funds may terminate or modify the exchange privileges in the
future.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following feature is available to buy and sell shares of the
funds.

WIRE

TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the Wire feature before
using it. Complete the appropriate section on the application when
opening your account.

(small solid bullet) Call your investment professional or, if you
trade directly through Fidelity, call 1-800-843-3001 before your first
use to verify that this feature is set up on your account.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

(small solid bullet) To change the bank account 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 your investment professional or, if you trade directly
through Fidelity, to the address found in "General Information."

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund).

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
a fund. Call your investment professional if you need additional
copies of financial reports or prospectuses.

You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions. Additional
documentation may be required from corporations, associations, and
certain fiduciaries.

When you sign your ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require [the/a] fund to withhold 31% of your taxable distributions and
redemptions.

If your ACCOUNT BALANCE falls below $1,000,000 (except accounts not
subject to account minimums), you will be given 30 days' notice to
reestablish the minimum balance. If you do not increase your balance,
Fidelity may close your account and send the proceeds to you. Your
shares will be sold at the NAV on the day your account is closed.

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

Each fund earns interest, dividends and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. Each fund may also realize capital gains
from its investments, and distributes these gains (less losses), if
any, to shareholders as capital gains distributions.

Distributions you receive from each fund consist primarily of
dividends. Each fund normally declares dividends daily and pays them
monthly.

Dividends declared for each of Treasury Portfolio, Government
Portfolio and Domestic Portfolio are based on estimates of income for
the fund. Actual income may differ from estimates, and differences, if
any, will be included in the calculation of subsequent dividends.

You may request to have dividends relating to Class I shares redeemed
from an account closed during the month paid when the account is
closed. Each fund reserves the right to limit this service.

EARNING DIVIDENDS

Shares purchased by contacting Fidelity prior to the fund's close of
business with receipt of the wire in proper form before the close of
the Federal Reserve Wire System on that day, generally begin to earn
dividends on the day of purchase.

However, on any day that the principal bond markets close early (as
recommended by the Bond Market Association) or the Kansas City Fed for
Tax-Exempt Portfolio or the New York Fed for Treasury Only Portfolio,
Treasury Portfolio, Government Portfolio, Domestic Portfolio, and
Money Market Portfolio closes early, a class may advance the time on
that day by which purchase orders must be placed so that shares earn
dividends on the day of purchase.

Shares generally earn dividends through the day prior to the day of
redemption. However, on any day that the principal bond markets close
early (as recommended by the Bond Market Association) or the Kansas
City Fed for Tax-Exempt Portfolio or the New York Fed for Treasury
Only Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio, and Money Market Portfolio closes early, a class may set a
time after which shares earn dividends until, but not including, the
next business day following the day of redemption.

DISTRIBUTION OPTIONS

When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
Class I distributions:

1. REINVESTMENT OPTION. Your dividends and capital gains
distributions, if any, will be automatically reinvested in additional
Class I shares of the fund. If you do not indicate a choice on your
application, you will be assigned this option.

2. CASH OPTION. Your dividends and capital gains distributions, if
any, will be paid in cash.

Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, contact your investment
professional directly or call Fidelity.

TAX CONSEQUENCES

As with any investment, your investment in a fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.

Distributions you receive from Treasury Only Portfolio, Treasury
Portfolio, Government Portfolio, Domestic Portfolio, and Money Market
Portfolio (the taxable funds) are subject to federal income tax, and
may also be subject to state or local taxes.

Tax-Exempt Portfolio seeks to earn income and pay dividends exempt
from federal income tax.

Income exempt from federal income tax may be subject to state or local
taxes. A portion of Tax-Exempt Portfolio's income, and the dividends
you receive, may be subject to federal and state income taxes.
Tax-Exempt Portfolio may also realize taxable income or gains on the
sale of municipal bonds and may make taxable distributions.

For federal tax purposes, each taxable fund's dividends, Tax-Exempt
Portfolio's distributions of gains on bonds characterized as market
discount, and each fund's distributions of short-term capital gains
are taxable to you as ordinary income. Each fund's distributions of
long-term capital gains, if any, are taxable to you generally as
capital gains.

Any taxable distributions you receive from a fund will normally be
taxable to you when you receive them, regardless of your distribution
option. If you elect to receive distributions in cash, you will
receive certain December distributions in January, but those
distributions will be taxable as if you received them on December 31.

FUND SERVICES

FUND MANAGEMENT

Each fund is a mutual fund, an investment that pools shareholders'
money and invests it toward a specified goal.

FMR is each fund's manager.

As of __, FMR had approximately $__ billion in discretionary assets
under management.

As the manager, FMR is responsible for choosing the funds' investments
and handling their business affairs.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, is an affiliate of FMR and serves as sub-adviser for each
fund. As of , FIMM had approximately $____ in
discretionary assets under management. FIMM is primarily responsible
for choosing investments for each fund.

A fund could be adversely affected if the computer systems used by FMR
and other service providers do not properly process and calculate
date-related information from and after January 1, 2000. FMR has
advised each fund that it is actively working on necessary changes to
its computer systems and expects that its systems, and those of other
major service providers, will be modified prior to January 1, 2000.
However, there can be no assurance that there will be no adverse
impact on a fund.

Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.

Each fund pays a management fee to FMR.

The management fee is calculated and paid to FMR every month.

Each fund's annual management fee rate is 0.20% of its average net
assets.

For the fiscal year ended March 31, 1999, __________ paid a management
fee of __% of the fund's average net assets, after reimbursement.

FMR pays FIMM for providing assistance with investment advisory
services.

FMR may, from time to time, agree to reimburse each class for
management fees and other expenses above a specified limit. FMR
retains the ability to be repaid by a class if expenses fall below the
specified limit prior to the end of the fiscal year. Reimbursement
arrangements, which may be terminated by FMR at any time, can decrease
a class's expenses and boost its performance.

[As of ________, 1999, approximately __% and __% of ________'s total
outstanding shares, respectively, were held by FMR.

FUND DISTRIBUTION

Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation. (FDC) distributes Class I's shares.

Class I has adopted a Distribution and Service Plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 that recognizes that
FMR may use its management fee revenues, as well as its past profits
or its resources from any other source, to pay FDC for expenses
incurred in connection with providing services intended to result in
the sale of Class I shares and/or shareholder support services. FMR,
directly or through FDC, may pay intermediaries, such as banks,
broker-dealers and other service-providers, that provide those
services. Currently, the Board of Trustees of each fund has authorized
such payments for Class I.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of a fund, provided that the fund receives
brokerage services and commission rates comparable to those of other
broker-dealers.

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
Statement of Additional Information (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.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand
Class I's financial history for the past 5 years. Certain information
reflects financial results for a single class share. Total returns for
each period include the reinvestment of all dividends and
distributions. This information has been audited by ____________,
independent accountants, whose report, along with each fund's
financial highlights and financial statements, are included in the
funds' Annual Report. A free copy of the Annual Report is available
upon request.

[Financial Highlights to be filed by subsequent amendment.]

You can obtain additional information about the funds. The funds' SAI
includes more detailed information about each fund and its
investments. The SAI is incorporated herein by reference (legally
forms a part of the prospectus). Each fund's annual and semi-annual
reports include a discussion of the fund's holdings and performance.

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-800-622-3175.

The SAI, the funds' annual and semi-annual reports and other related
materials are available on the SEC's Internet Web site
(http://www.sec.gov). You can obtain copies of this information upon
paying a duplicating fee, by writing the Public Reference Section of
the SEC, Washington, D.C. 20549-6009. You can also review and copy
information about the funds, including the funds' SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for
information on the operation of the SEC's Public Reference Room.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER 811-3320

Fidelity Investments & (Pyramid) Design, Fidelity and Fidelity
Investments are registered trademarks of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

. IMMI-pro-0599

Fidelity
INSTITUTIONAL MONEY MARKET FUNDS

TREASURY ONLY PORTFOLIO
CLASS II
(fund number 542)

TREASURY PORTFOLIO
CLASS II
(fund number 600)

GOVERNMENT PORTFOLIO
CLASS II
(fund number 604)

DOMESTIC PORTFOLIO
CLASS II
(fund number 692)

MONEY MARKET PORTFOLIO
CLASS II
(fund number 541)

TAX-EXEMPT PORTFOLIO
CLASS II
(fund number 544)

PROSPECTUS
MAY 22, 1999

(fidelity_logo_graphic) (registered trademark)
82 Devonshire Street, Boston, MA 02109

CONTENTS

FUND SUMMARY 3 INVESTMENT SUMMARY

4 PERFORMANCE

8 FEE TABLE

FUND BASICS 11 INVESTMENT DETAILS

12 VALUING SHARES

SHAREHOLDER INFORMATION 13 BUYING AND SELLING SHARES

17 EXCHANGING SHARES

17 ACCOUNT FEATURES AND POLICIES

18 DIVIDENDS AND CAPITAL GAINS
DISTRIBUTIONS

18 TAX CONSEQUENCES

FUND SERVICES 18 FUND MANAGEMENT

19 FUND DISTRIBUTION

APPENDIX 19 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

TREASURY ONLY PORTFOLIO seeks as high a level of current income as is
consistent with the security of principal and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Investing in U.S. Treasury securities.

(small solid bullet) Investing in securities whose interest is exempt
from state and local income taxes.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

INVESTMENT OBJECTIVE

TREASURY PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing in U.S. Treasury securities and
repurchase agreements for those securities.

(small solid bullet) Generally maintaining a dollar-weighted average
maturity at 60 days or less.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

INVESTMENT OBJECTIVE

GOVERNMENT PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing in U.S. Government securities and
repurchase agreements for those securities and entering into reverse
repurchase agreements.

(small solid bullet) Generally maintaining a dollar-weighted average
maturity at 60 days or less.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

INVESTMENT OBJECTIVE

DOMESTIC PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing more than 25% of total assets in the
financial services industry.

(small solid bullet) Generally maintaining a dollar-weighted average
maturity at 60 days or less.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) FINANCIAL SERVICES EXPOSURE. Changes in
government regulation or economic downturns can have a significant
negative affect on issuers in the financial services sector.

INVESTMENT OBJECTIVE

MONEY MARKET PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing more than 25% of total assets in the
financial services industry.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) FINANCIAL SERVICES EXPOSURE. Changes in
government regulation or economic downturns can have a significant
negative affect on issuers in the financial services sector.

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing so that at least 80% of fund's income
distributions is exempt from federal income tax.

(small solid bullet) Normally not investing in municipal securities
whose interest is subject to federal income tax or in municipal
securities whose interest is subject to the federal alternate minimum
tax.

(small solid bullet) Potentially investing more than 25% of total
assets in municipal securities that finance similar types of projects.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

PERFORMANCE

The following information illustrates the changes in the funds'
performance from year to year. Returns are based on past results and
are not an indication of future performance.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TREASURY ONLY PORTFOLIO -
CLASS II

Calendar Years 1996 1997 1998

% % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS II OF TREASURY ONLY
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
__________) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ______).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS II OF TREASURY
ONLY PORTFOLIO WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TREASURY PORTFOLIO - CLASS II

Calendar Years 1996 1997 1998

% % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS II OF TREASURY
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
__________) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ______).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS II OF TREASURY
PORTFOLIO WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
GOVERNMENT PORTFOLIO- CLASS II

Calendar Years 1996 1997 1998

% % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS II OF GOVERNMENT
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
__________) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ______).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS II OF
GOVERNMENT PORTFOLIO WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
DOMESTIC PORTFOLIO - CLASS II

Calendar Years 1996 1997 1998

% % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS II OF DOMESTIC
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
__________) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ______).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS II OF DOMESTIC
PORTFOLIO WAS __%.

MONEY MARKET PORTFOLIO -
CLASS II

Calendar Years 1996 1997 1998

% % %

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS II OF MONEY MARKET
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
__________) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ______).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS II OF MONEY
MARKET PORTFOLIO WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TAX-EXEMPT PORTFOLIO- CLASS II

Calendar Years 1996 1997 1998

% % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS II OF TAX-EXEMPT
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
__________) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ______).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS II OF
TAX-EXEMPT PORTFOLIO WAS __%.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Life of fundA
December 31, 1998

Treasury Only Portfolio - % %B
Class II

Treasury Portfolio - Class II % %B

Government Portfolio - Class II % %B

Domestic Portfolio - Class II % %B

Money Market Portfolio - % %B
Class II

Tax-Exempt Portfolio - Class % %B
II

A BEGINNING JANUARY 1 OF THE FIRST CALENDAR YEAR FOLLOWING THE CLASS'S
COMMENCEMENT OF OPERATIONS.

B FROM JANUARY 1, 1996.

If FMR had not reimbursed certain class expenses during these periods,
Class II's returns would have been lower.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold or sell Class II shares of a fund. [The annual
class operating expenses provided below for Class II are based on
historical expenses, adjusted to reflect current fees.] The annual
class operating expenses provided below for Class II do not reflect
the effect of any expense reimbursements or reduction of certain
expenses during the period.] [The annual class operating expenses
provided below for Class II are based on historical expenses.]

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Class II

Sales charge (load) on None
purchases and reinvested
distributions

Deferred sales charge (load) None
on redemptions

ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)

Class II

TREASURY ONLY PORTFOLIO Management fee %

Distribution and Service %
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

TREASURY PORTFOLIO Management fee %

Distribution and Service %
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

GOVERNMENT PORTFOLIO Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

DOMESTIC PORTFOLIO Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

MONEY MARKET PORTFOLIO Management fee %

Distribution and Service %
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

TAX-EXEMPT PORTFOLIO Management fee %

Distribution and Service %
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

AFMR has voluntarily agreed to reimburse Class II of each fund to the
extent that total operating expenses (excluding interest, taxes,
brokerage commissions, extraordinary expenses and 12b-1 fees), as a
percentage of their respective average net assets, exceed 0.20% (0.18%
for Money Market Portfolio). These arrangements can be terminated by
FMR at any time.

[A portion of the brokerage commissions that a fund pays is used to
reduce that fund's expenses. In addition, each fund has entered into
arrangements with its custodian and transfer agent whereby credits
realized as a result of uninvested cash balances are used to reduce
custodian and transfer agent expenses. Including these reductions, the
total Class II operating expenses, after reimbursement for funds,
would have been __% [for [Fund Name] and __% for [Fund Name]].

This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.

Let's say, hypothetically, that Class II's annual return is 5% and
that your shareholder fees and Class II's annual operating expenses
are exactly as described in the fee table. This example illustrates
the effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account after the number of years
indicated:

Class II

TREASURY ONLY PORTFOLIO 1 year $

3 years $

5 years $

10 years $

TREASURY PORTFOLIO 1 year $

3 years $

5 years $

10 years $

GOVERNMENT PORTFOLIO 1 year $

3 years $

5 years $

10 years $

DOMESTIC PORTFOLIO 1 year $

3 years $

5 years $

10 years $

MONEY MARKET PORTFOLIO 1 year $

3 years $

5 years $

10 years $

TAX-EXEMPT PORTFOLIO 1 year $

3 years $

5 years $

10 years $

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

TREASURY ONLY PORTFOLIO seeks as high a level of current income as is
consistent with the security of principal and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE

TREASURY PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR invests the fund's assets in U.S. Treasury securities and
repurchase agreement for those securities. FMR does not enter into
reverse repurchase agreements for the fund.

FMR generally intends to maintain the fund's dollar-weighted average
maturity at 60 days or less.
In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of the fund's investments. FMR
stresses maintaining a stable $1.00 share price, liquidity and income.

INVESTMENT OBJECTIVE

GOVERNMENT PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR invests the fund's assets in U.S. Government securities and
repurchase agreements for those securities. FMR also may enter into
reverse repurchase agreements for the fund.

FMR generally intends to maintain the fund's dollar-weighted average
maturity at 60 days or less.

INVESTMENT OBJECTIVE

DOMESTIC PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR will invest more than 25% of the fund's total assets in the
financial services industry.

FMR generally intends to maintain the fund's dollar-weighted average
maturity at 60 days or less.

INVESTMENT OBJECTIVE

MONEY MARKET PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR will invest more than 25% of the fund's total assets in the
financial services industry.

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

FMR may invest more than 25% of the fund's total assets in municipal
securities that finance similar projects, such as those relating to
education, health care, transportation and utilities.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

A REPURCHASE AGREEMENT is an agreement to buy a security at one price
and a simultaneous agreement to sell it back at an agreed-upon price.

PRINCIPAL INVESTMENT RISKS

The following factors may significantly affect a fund's performance:

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

TREASURY ONLY PORTFOLIO 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.

TREASURY PORTFOLIO 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.

GOVERNMENT PORTFOLIO 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.

DOMESTIC PORTFOLIO 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.

MONEY MARKET PORTFOLIO 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.

VALUING SHARES

A class's NAV is the value of a single share. Fidelity normally
calculates Class II's NAV each business day as of the time indicated
in the table below. However, NAV may be calculated earlier as
permitted by the Securities and Exchange Commission (SEC). Each fund's
assets are valued as of this time for the purpose of computing Class
II's NAV.

Fund NAV Calculation Times
(Eastern Time)

Treasury Only Portfolio 2:00 p.m.

Treasury Portfolio 5:00 p.m.

Government Portfolio 5:00 p.m.

Domestic Portfolio 5:00 p.m.

Money Market Portfolio 12:00 noon

Tax-Exempt Portfolio 3:00 p.m.

Each fund's assets are valued on the basis of amortized cost.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

For account, product and service information, please call
1-800-843-3001 (8:30 a.m. - 7:00 p.m. Eastern time, Monday through
Friday).

Please use the following addresses:

BUYING OR SELLING SHARES

Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081

OVERNIGHT EXPRESS

Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048

You may buy or sell Class II shares of the funds through a retirement
account or an investment professional. When you invest through a
retirement account or an investment professional, the procedures for
buying, selling and exchanging Class II shares of a fund and the
account features and policies may differ. Additional fees may also
apply to your investment in Class II shares of a fund, including a
transaction fee if you buy or sell Class II shares of the fund through
a broker or other investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).

BUYING SHARES

The price to buy one share of Class II is the class's NAV. The class's
shares are sold without a sales charge.

Your shares will be bought at the next NAV calculated after your order
is received in proper form.

It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of business on
the day you place your order.

Each fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.

When you place an order to buy shares, note the following:

(small solid bullet) You are advised to place your trades as early in
the day as possible and to provide Fidelity with advance notice of
large purchases.

(small solid bullet) All of your purchases must be made by federal
funds wire; checks and Automated Clearing House System (ACH) payments
will not be accepted.

MINIMUMS

TO OPEN AN ACCOUNT $1,000,000A
MINIMUM BALANCE $1,0000,000

KEY INFORMATION

PHONE 1-800-843-3001 TO OPEN AN ACCOUNT

(small solid bullet) Exchange
from the same class of any
fund offered through this
prospectus. Call your
investment professional or,
if you trade directly
through Fidelity, call
1-800-843-3001.

TO ADD TO AN ACCOUNT

(small solid bullet) Exchange
from the same class of any
fund offered through this
prospectus. Call your
investment professional or,
if you trade directly
through Fidelity, call
1-800-843-3001.

MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770002 CINCINNATI, (small solid bullet) Complete
OH 45277-0081 and sign the account
application. Mail to the
address indicated at left.
(small solid bullet) Exchange
from the same class of any
fund offered through this
prospectus. Send a letter of
instruction to your
investment professional or
to the address at left,
including your name, the
funds' names, the applicable
class names, the fund
account numbers, and the
dollar amount or number of
shares to be exchanged.

TO ADD TO AN ACCOUNT

IN PERSON TO OPEN AN ACCOUNT

(small solid bullet) Bring
your application and wire
instructions to your
investment professional.

TO ADD TO AN ACCOUNT

(small solid bullet) Bring
your wire instructions to
your investment professional.

WIRE TO OPEN AN ACCOUNT

(small solid bullet) Call
your investment professional
or, if you trade directly
through Fidelity, call
1-800-843-3001 to set up
your account and to arrange
a wire transaction.

(small solid bullet) Wire to:
The Bank of New York, Bank
Routing # 021000018, Account
# 8900118245.

(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your new
fund account number and your
name.

TO ADD TO AN ACCOUNT

(small solid bullet) Call
your investment professional
or, if you trade directly
through Fidelity, call
1-800-843-3001.

(small solid bullet) Wire to:
The Bank of New York, Bank
Routing # 021000018, Account
# 8900118245.

(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your fund
account number and your name.

SELLING SHARES

The price to sell one share of Class II is the class's NAV.

Your shares will be sold at the next NAV calculated after your order
is received in proper form.

It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.

(small solid bullet) You wish to sell more than $100,000 worth of
shares;

(small solid bullet) Your account registration has changed within the
last 30 days;

(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.

When you place an order to sell shares, note the following:

(small solid bullet) If you are selling some but not all of your
shares, leave at least $1,000,000 worth of shares in the account to
keep it open, except accounts not subject to account minimums.

(small solid bullet) You are advised to place your trades as early in
the day as possible and to provide Fidelity with advance notice of
large redemptions.

(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of a fund.

KEY INFORMATION

PHONE 1-800-843-3001 (small solid bullet) Call
your investment professional
or, if you trade directly
through Fidelity, call
1-800-843-3001 to initiate a
wire transaction.

(small solid bullet) Exchange
to the same class of another
fund offered through this
prospectus. Call your
investment professional or,
if you trade directly
through Fidelity, call
1-800-843-3001.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXCHANGING SHARES

An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.

As a Class II shareholder you have the privilege of exchanging Class
II shares of a fund for Class II shares of another fund offered
through this prospectus.

However, you should note the following policies and restrictions
governing exchanges:

(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund or class, read its
prospectus.

(small solid bullet) Exchanges may have tax consequences for you.

(small solid bullet) Currently, there is no limit on the number of
exchanges out of a fund.

The funds may terminate or modify the exchange privileges in the
future.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following features are available to buy and sell shares of the
funds.

WIRE

TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the Wire feature before
using it. Complete the appropriate section on the application when
opening your account.

(small solid bullet) Call your investment professional or, if you
trade directly through Fidelity, call 1-800-843-3001 before your first
use to verify that this feature is set up on your account.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund).

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
a fund. Call your investment professional if you need additional
copies of financial reports or prospectuses.

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.

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

Distributions you receive from each fund consist primarily of
dividends. Each fund normally declares dividends daily and pays them
monthly.

Dividends declared for each of Treasury Portfolio, Government
Portfolio, and Domestic Portfolio are based on estimates of income for
the fund. Actual income may differ from estimates, and differences, if
any, will be included in the calculation of subsequent dividends.

You may request to have dividends relating to Class II shares redeemed
from an account closed during the month paid when the account is
closed. Each fund reserves the right to limit this service.

EARNING DIVIDENDS

However, on any day that the principal bond markets close early (as
recommended by the Bond Market Association) or the Kansas City Fed for
Tax-Exempt Portfolio or the New York Fed for Treasury Only Portfolio,
Treasury Portfolio, Government Portfolio, Domestic Portfolio, and
Money Market Portfolio, closes early, a class may advance the time on
that day by which purchase orders must be placed so that shares earn
dividends on the day of purchase.

DISTRIBUTION OPTIONS

When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
Class II's distributions:

1. REINVESTMENT OPTION. Your dividends and capital gains
distributions, if any, will be automatically reinvested in additional
Class II shares of the fund. If you do not indicate a choice on your
application, you will be assigned this option.

2. CASH OPTION. Your dividends and capital gains distributions, if
any, will be paid in cash.

TAX CONSEQUENCES

Tax-Exempt Portfolio seeks to earn income and pay dividends exempt
from federal income tax.

FUND SERVICES

FUND MANAGEMENT

Each fund is a mutual fund, an investment that pools shareholders'
money and invests it toward a specified goal.

FMR is each fund's manager.

As of __________, FMR had approximately $__ billion in discretionary
assets under management.

As the manager, FMR is responsible for choosing the funds' investments
and handling their business affairs.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, is an affiliate of FMR and serves as sub-adviser for each
fund. As of _________, FIMM had approximately $____ in discretionary
assets under management. FIMM is primarily responsible for choosing
investments for each fund.

Each fund pays a management fee to FMR.

The management fee is calculated and paid to FMR every month.

Each fund's annual management fee rate is 0.20% of its average net
assets.

For the fiscal year ended March 31, 1999, ____________ paid a
management fee of __% of the fund's average net assets, after
reimbursement.

FMR pays FIMM for providing assistance with investment advisory
services.

[As of __________, approximately __% and __% of _________'s total
outstanding shares, respectively, were held by FMR and FMR
affiliates.]

FUND DISTRIBUTION

Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation. (FDC) distributes Class II's
shares.

Class II of each fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class II of each fund is authorized to pay FDC a monthly
12b-1 fee as compensation for providing services intended to result in
the sale of Class II shares and/or shareholder support services. Class
II of each fund currently pays FDC a monthly 12b-1 fee at an annual
rate of 0.15% of its average net assets throughout the month.

FDC may reallow to intermediaries (such as banks, broker-dealers and
other service-providers) up to the full amount of the Class II 12b-1
fee, for providing services intended to result in the sale of Class II
shares and/or shareholder support services.

Because 12b-1 fees are paid out of Class II's assets on an ongoing
basis, they will increase the cost of your investment and may cost you
more than paying other types of sales charges.

In addition, the Class II plan specifically recognizes that FMR may
make payments from its management fee revenue, past profits, or other
resources to FDC for expenses incurred in connection with providing
services intended to result in the sale of Class II shares and/or
shareholder support services, including payments made to
intermediaries that provide those services. Currently, the Board of
Trustees of each fund has authorized such payments for Class II.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand
Class II's financial history for the past 3 years. Certain information
reflects financial results for a single class share. Total returns for
each period include the reinvestment of all dividends and
distributions. This information has been audited by __________,
independent accountants, whose report, along with the funds' financial
highlights and financial statements, are included in the funds' Annual
Report. A free copy of the Annual Report is available upon request.

[Financial Highlights to be filed by subsequent amendment.]
You can obtain additional information about the funds. The funds' SAI
includes more detailed information about each fund and its
investments. The SAI is incorporated herein by reference (legally
forms a part of the prospectus). Each fund's annual and semi-annual
reports include a discussion of the fund's holdings and performance.

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-800-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER 811-3320

Fidelity Investments & (Pyramid) Design, Fidelity and Fidelity
Investments are registered trademarks of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

______________. IMMII-pro-0599

Fidelity
INSTITUTIONAL MONEY MARKET FUNDS

TREASURY ONLY PORTFOLIO
CLASS III
(fund number 543)

TREASURY PORTFOLIO
CLASS III
(fund number 696)

GOVERNMENT PORTFOLIO
CLASS III
(fund number 657)

DOMESTIC PORTFOLIO
CLASS III
(fund number 691)

MONEY MARKET PORTFOLIO
CLASS III
(fund number 659)

TAX-EXEMPT PORTFOLIO
CLASS III
(fund number 684)

PROSPECTUS
MAY 22, 1999

(fidelity_logo_graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109

CONTENTS

FUND SUMMARY 3 INVESTMENT SUMMARY

4 PERFORMANCE

8 FEE TABLE

FUND BASICS 11 INVESTMENT DETAILS

13 VALUING SHARES

SHAREHOLDER INFORMATION 13 BUYING AND SELLING SHARES

17 EXCHANGING SHARES

17 ACCOUNT FEATURES AND POLICIES

18 DIVIDENDS AND CAPITAL GAINS
DISTRIBUTIONS

18 TAX CONSEQUENCES

FUND SERVICES 18 FUND MANAGEMENT

19 FUND DISTRIBUTION

APPENDIX 19 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

TREASURY ONLY PORTFOLIO seeks as high a level of current income as is
consistent with the security of principal and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Investing in U.S. Treasury securities.

(small solid bullet) Investing in securities whose interest is exempt
from state and local income taxes.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

INVESTMENT OBJECTIVE

TREASURY PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing in U.S. Treasury securities and
repurchase agreements for those securities.

(small solid bullet) Generally maintaining a dollar-weighted average
maturity at 60 days or less.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

INVESTMENT OBJECTIVE

GOVERNMENT PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing in U.S. Government securities and
repurchase agreements for those securities and entering into reverse
repurchase agreements.

(small solid bullet) Generally maintaining a dollar-weighted average
maturity at 60 days or less.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

INVESTMENT OBJECTIVE

DOMESTIC PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing more than 25% of total assets in the
financial services industry.

(small solid bullet) Generally maintaining a dollar-weighted average
maturity at 60 days or less.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) FINANCIAL SERVICES EXPOSURE. Changes in
government regulation or economic downturns can have a significant
negative affect on issuers in the financial services sector.

INVESTMENT OBJECTIVE

MONEY MARKET PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing more than 25% of total assets in the
financial services industry.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) FINANCIAL SERVICES EXPOSURE. Changes in
government regulation or economic downturns can have a significant
negative affect on issuers in the financial services sector.

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing so that at least 80% of fund's income
distributions is exempt from federal income tax.

PERFORMANCE

The following information illustrates the changes in the funds'
performance from year to year. Returns are based on past results and
are not an indication of future performance.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TREASURY ONLY PORTFOLIO -
CLASS III

Calendar Years 1996 1997 1998

% % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS III OF TREASURY ONLY
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
__________) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ______).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS III OF TREASURY
ONLY PORTFOLIO WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
TREASURY PORTFOLIO - CLASS III

Calendar Years 1994 1995 1996 1997 1998

% % % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS III OF TREASURY
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
__________) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ______).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS III OF TREASURY
PORTFOLIO WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
GOVERNMENT PORTFOLIO - CLASS
III

Calendar Years 1995 1996 1997 1998

% % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS III OF GOVERNMENT
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
__________) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ______).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS III OF
GOVERNMENT PORTFOLIO WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
DOMESTIC PORTFOLIO - CLASS III

Calendar Years 1995 1996 1997 1998

% % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS III OF DOMESTIC
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
__________) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ______).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS III OF DOMESTIC
PORTFOLIO WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
MONEY MARKET PORTFOLIO -
CLASS III

Calendar Years 1994 1995 1996 1997 1998

% % % % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS III OF MONEY MARKET
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
__________) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ______).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS III OF MONEY
MARKET PORTFOLIO WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TAX-EXEMPT PORTFOLIO - CLASS
III

Calendar Years 1996 1997 1998

% % %

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS III OF TAX-EXEMPT
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS __% (QUARTER ENDING
__________) AND THE LOWEST RETURN FOR A QUARTER WAS __% (QUARTER
ENDING ______).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR CLASS III OF
TAX-EXEMPT PORTFOLIO WAS __%.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Life of fundA
December 31, 1998

Treasury Only Portfolio - % %D
Class III

Treasury Portfolio - Class III % %B

Government Portfolio - Class % %C
III

Domestic Portfolio - Class III % %C

Money Market Portfolio - % %B
Class III

Tax-Exempt Portfolio - Class % %D
III

A BEGINNING JANUARY 1 OF THE FIRST CALENDAR YEAR FOLLOWING THE CLASS'S
COMMENCEMENT OF OPERATIONS.

D FROM JANUARY 1, 1994.

C FROM JANUARY 1, 1995.

B FROM JANUARY 1, 1996.

If FMR had not reimbursed certain class expenses during these periods,
Class III's returns would have been lower.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold or sell Class III shares of a fund.[The annual
class operating expenses provided below for Class III are based on
historical expenses, adjusted to reflect current fees.] The annual
class operating expenses provided below for Class III do not reflect
the effect of any expense reimbursements or reduction of certain
expenses during the period.] [The annual class operating expenses
provided below for Class III are based on historical expenses.]

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Class III

Sales charge (load) on None
purchases and reinvested
distributions

Deferred sales charge (load) None
on redemptions

ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)

Class III

TREASURY ONLY PORTFOLIO Management fee %

Distribution and Service %
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

TREASURY PORTFOLIO Management fee %

Distribution and Service %
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

GOVERNMENT PORTFOLIO Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

DOMESTIC PORTFOLIO Management fee %

Distribution and Service None
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

MONEY MARKET PORTFOLIO Management fee %

Distribution and Service %
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

TAX-EXEMPT PORTFOLIO Management fee %

Distribution and Service %
(12b-1) fee

Other expenses %

Total annual class operating %
expensesA

A FMR has voluntarily agreed to reimburse Class III of each fund to
the extent that total operating expenses (excluding interest, taxes,
brokerage commissions, extraordinary expenses and 12b-1 fees), as a
percentage of their respective average net assets, exceed 0.20 %
(0.18% for Money Market Portfolio). These arrangements can be
terminated by FMR at any time.

[A portion of the brokerage commissions that a fund pays is used to
reduce that fund's expenses. In addition, each fund has entered into
arrangements with its custodian and transfer agent whereby credits
realized as a result of uninvested cash balances are used to reduce
custodian and transfer agent expenses. Including these reductions, the
total Class III operating expenses, after reimbursement would have
been __% [for [Fund Name] and __% for [Fund Name]].

This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.

Let's say, hypothetically, that Class III's annual return is 5% and
that your shareholder fees and Class III's annual operating expenses
are exactly as described in the fee table. This example illustrates
the effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account after the number of years
indicated:

Class III

TREASURY ONLY PORTFOLIO 1 year $

3 years $

5 years $

10 years $

TREASURY PORTFOLIO 1 year $

3 years $

5 years $

10 years $

GOVERNMENT PORTFOLIO 1 year $

3 years $

5 years $

10 years $

DOMESTIC PORTFOLIO 1 year $

3 years $

5 years $

10 years $

MONEY MARKET PORTFOLIO 1 year $

3 years $

5 years $

10 years $

TAX-EXEMPT PORTFOLIO 1 year $

3 years $

5 years $

10 years $

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

TREASURY ONLY PORTFOLIO seeks as high a level of current income as is
consistent with the security of principal and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

INVESTMENT OBJECTIVE

TREASURY PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR invests the fund's assets in U.S. Treasury securities and
repurchase agreement for those securities. FMR does not enter into
reverse repurchase agreements for the fund.

FMR generally intends to maintain the fund's dollar-weighted average
maturity at 60 days or less.

INVESTMENT OBJECTIVE

GOVERNMENT PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR invests the fund's assets in U.S. Government securities and
repurchase agreements for those securities. FMR also may enter into
reverse repurchase agreements for the fund.

FMR generally intends to maintain the fund's dollar-weighted average
maturity at 60 days or less.

INVESTMENT OBJECTIVE

DOMESTIC PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR will invest more than 25% of the fund's total assets in the
financial services industry.

FMR generally intends to maintain the fund's dollar-weighted average
maturity at 60 days or less.

INVESTMENT OBJECTIVE

MONEY MARKET PORTFOLIO 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR will invest more than 25% of the fund's total assets in the
financial services industry.

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

FMR may invest more than 25% of the fund's total assets in municipal
securities that finance similar projects, such as those relating to
education, health care, transportation and utilities.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

A REPURCHASE AGREEMENT is an agreement to buy a security at one price
and a simultaneous agreement to sell it back at an agreed-upon price.

PRINCIPAL INVESTMENT RISKS

The following factors may significantly affect a fund's performance:

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

TREASURY ONLY PORTFOLIO 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.

TREASURY PORTFOLIO 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.

GOVERNMENT PORTFOLIO 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.

DOMESTIC PORTFOLIO 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.

MONEY MARKET PORTFOLIO 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.

VALUING SHARES

A class's NAV is the value of a single share. Fidelity normally
calculates Class III's NAV each business day as of the time indicated
in the table below. However, NAV may be calculated earlier as
permitted by the Securities and Exchange Commission (SEC). Each fund's
assets are valued as of this time for the purpose of computing Class
III's NAV.

Fund NAV Calculation Times
(Eastern Time)

Treasury Only Portfolio 2:00 p.m.

Treasury Portfolio 5:00 p.m.

Government Portfolio 5:00 p.m.

Domestic Portfolio 5:00 p.m.

Money Market Portfolio 3:00 p.m.

Tax-Exempt Portfolio 12:00 noon

Each fund's assets are valued on the basis of amortized cost.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

For account, product and service information, please call
1-800-843-3001 (8:30 a.m. - 7:00 p.m. Eastern time, Monday through
Friday).

Please use the following addresses:

BUYING OR SELLING SHARES

Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081

OVERNIGHT EXPRESS

Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048

You may buy or sell Class III shares of the funds through a retirement
account or an investment professional. When you invest through a
retirement account or an investment professional, the procedures for
buying, selling and exchanging Class III shares of a fund and the
account features and policies may differ. Additional fees may also
apply to your investment in Class III shares of a fund, including a
transaction fee if you buy or sell Class III shares of the fund
through a broker or other investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).

BUYING SHARES

The price to buy one share of Class III is the class's NAV. Class III
shares are sold without a sales charge.

Your shares will be bought at the next NAV calculated after your order
is received in proper form.

It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of business on
the day you place your order.

Each fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.

When you place an order to buy shares, note the following:

(small solid bullet) You are advised to place your trades as early in
the day as possible and to provide Fidelity with advance notice of
large purchases.

(small solid bullet) All of your purchases must be made by federal
funds wire; checks and Automated Clearing House System (ACH) payments
will not be accepted.

MINIMUMS

TO OPEN AN ACCOUNT $1,000,000A
MINIMUM BALANCE $1,000,000

KEY INFORMATION

PHONE 1-800-843-3001 TO OPEN AN ACCOUNT

(small solid bullet) Exchange
from the same class of any
fund offered through this
prospectus. Call your
investment professional or,
if you trade directly
through Fidelity, call
1-800-843-3001.

TO ADD TO AN ACCOUNT

(small solid bullet) Exchange
from the same class of any
fund offered through this
prospectus. Call your
investment professional or,
if you trade directly
through Fidelity, call
1-800-843-3001.

MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770002 CINCINNATI, (small solid bullet) Complete
OH 45277-0081 and sign the account
application. Mail to the
address indicated at left.

TO ADD TO AN ACCOUNT

IN PERSON TO OPEN AN ACCOUNT

(small solid bullet) Bring
your application and wire
instructions to your
investment professional.

TO ADD TO AN ACCOUNT

(small solid bullet) Bring
your wire instructions to
your investment professional.

WIRE TO OPEN AN ACCOUNT

(small solid bullet) Call
your investment professional
or, if you trade directly
through Fidelity, call
1-800-843-3001 to set up
your account and to arrange
a wire transaction.

(small solid bullet) Wire to:
The Bank of New York, Bank
Routing # 021000018, Account
# 8900118245.

(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your new
fund account number and your
name.

TO ADD TO AN ACCOUNT

(small solid bullet) Call
your investment professional
or, if you trade directly
through Fidelity, call
1-800-843-3001.

(small solid bullet) Wire to:
The Bank of New York, Bank
Routing # 021000018, Account
# 8900118245.

(small solid bullet) Specify
the complete name of the
fund, note the applicable
class, and include your fund
account number and your name.

SELLING SHARES

The price to sell one share of Class III is the class's NAV.

Your shares will be sold at the next NAV calculated after your order
is received in proper form.

It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.

(small solid bullet) You wish to sell more than $100,000 worth of
shares;

(small solid bullet) Your account registration has changed within the
last 30 days;

(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.

When you place an order to sell shares, note the following:

(small solid bullet) If you are selling some but not all of your
shares, leave at least $1,000,000 worth of shares in the account to
keep it open, except accounts not subject to account minimums.

(small solid bullet) You are advised to place your trades as early in
the day as possible and to provide Fidelity with advance notice of
large redemptions.

(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of a fund.

KEY INFORMATION

PHONE 1-800-843-3001 (small solid bullet) Call
your investment professional
or, if you trade directly
through Fidelity, call
1-800-843-3001 to initiate a
wire transaction.

(small solid bullet) Exchange
to the same class of another
fund offered through this
prospectus. Call your
investment professional or,
if you trade directly
through Fidelity, call
1-800-843-3001.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXCHANGING SHARES

An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.

As a Class III shareholder you have the privilege of exchanging Class
III shares of a fund for Class III shares of another fund offered
through this prospectus.

However, you should note the following policies and restrictions
governing exchanges:

(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund or class, read its
prospectus.

(small solid bullet) Exchanges may have tax consequences for you.

(small solid bullet) Currently, there is no limit on the number of
exchanges out of a fund.

The funds may terminate or modify the exchange privileges in the
future.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following features are available to buy and sell shares of the
funds.

WIRE

TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the Wire feature before
using it. Complete the appropriate section on the application when
opening your account.

(small solid bullet) Call your investment professional or, if you
trade directly through Fidelity, call 1-800-843-3001 before your first
use to verify that this feature is set up on your account.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund).

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

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.

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

Distributions you receive from each fund consist primarily of
dividends. Each fund normally declares dividends daily and pays them
monthly.

You may request to have dividends relating to Class III shares
redeemed from an account closed during the month paid when the account
is closed. Each fund reserves the right to limit this service.

EARNING DIVIDENDS

However, on any day that the principal bond markets close early (as
recommended by the Bond Market Association) or the Kansas City Fed for
Tax-Exempt Portfolio or the New York Fed for Treasury Only Portfolio,
Treasury Portfolio, Government Portfolio, Domestic Portfolio and Money
Market Portfolio closes early, a class may advance the time on that
day by which purchase orders must be placed so that shares earn
dividends on the day of purchase.

Shares generally earn dividends through the day prior to the day of
redemption. However, on any day that the principal bond markets close
early (as recommended by the Bond Market Association) or the Kansas
City Fed for Tax-Exempt Portfolio or the New York Fed for Treasury
Only Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio and Money Market Portfolio closes early, a class may set a
time after which shares earn dividends until, but not including, the
next business day following the day of redemption.

DISTRIBUTION OPTIONS

When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
Class III's distributions:

1. REINVESTMENT OPTION. Your dividends and capital gains
distributions, if any, will be automatically reinvested in additional
Class III shares of the fund. If you do not indicate a choice on your
application, you will be assigned this option.

2. CASH OPTION. Your dividends and capital gains distributions, if
any, will be paid in cash.

TAX CONSEQUENCES

Distributions you receive from Treasury Only Portfolio, Treasury
Portfolio, Government Portfolio, Domestic Portfolio and Money Market
Portfolio (the taxable funds) are subject to federal income tax, and
may also be subject to state or local taxes.

Tax-Exempt Portfolio seeks to earn income and pay dividends exempt
from federal income tax.

Income exempt from federal income tax may be subject to state or local
taxes. A portion of the Tax-Exempt Portfolio's income, and the
dividends you receive, may be subject to federal and state income
taxes. Tax-Exempt Portfolio may also realize taxable income or gains
on the sale of municipal bonds and may make taxable distributions.

Any taxable distributions you receive from a fund will normally be
taxable to you when you receive them, regardless of your distribution
option. If you elect to receive distributions in cash you will receive
certain December distributions in January, but those distributions
will be taxable as if you received them on December 31.

FUND SERVICES

FUND MANAGEMENT

Each fund is a mutual fund, an investment that pools shareholders'
money and invests it toward a specified goal.

FMR is each fund's manager.

As of __, FMR had approximately $__ billion in discretionary assets
under management.

As the manager, FMR is responsible for choosing the funds' investments
and handling their business affairs.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, is an affiliate of FMR and serves as sub-adviser for each
fund. As of__________, FIMM had approximately $____ in discretionary
assets under management. FIMM is primarily responsible for choosing
investments for each fund.

Each fund pays a management fee to FMR.

The management fee is calculated and paid to FMR every month.

Each fund's annual management fee rate is 0.20% of its average net
assets.

For the fiscal year ended March 31, 1999, each fund paid a management
fee of __% of the fund's average net assets, after reimbursement.

FMR pays FIMM for providing assistance with investment advisory
services.

[As of _________, approximately __% and __% of _________'s total
outstanding shares, respectively, were held by FMR and an FMR
affiliate.]

FUND DISTRIBUTION

Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation. (FDC) distributes Class III's
shares.

Class III of each fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class III of each fund is authorized to pay FDC a monthly
12b-1 fee as compensation for providing services intended to result in
the sale of Class III shares and/or shareholder support services.
Class III of each fund currently pays FDC a monthly 12b-1 fee at an
annual rate of 0.25% of its average net assets throughout the month.

FDC may reallow to intermediaries (such as banks, broker-dealers and
other service-providers) up to the full amount of the Class III 12b-1
fee, for providing services intended to result in the sale of Class
III shares and/or shareholder support services.

Because 12b-1 fees are paid out of the class's assets on an ongoing
basis, they will increase the cost of your investment and may cost you
more than paying other types of sales charges.

In addition, the Class III plan specifically recognizes that FMR may
make payments from its management fee revenue, past profits, or other
resources to FDC for expenses incurred in connection with providing
services intended to result in the sale of Class III shares and/or
shareholder support services, including payments made to
intermediaries that provide those services. Currently, the Board of
Trustees of each fund has authorized such payments for Class III.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand
Class III's financial history for the past 5 years. Certain
information reflects financial results for a single class share. Total
returns for each period include the reinvestment of all dividends and
distributions. This information has been audited by , independent
accountants, whose report, along with each fund's financial highlights
and financial statements, are included in the funds' Annual Report. A
free copy of the Annual Report is available upon request.

[Financial Highlights to be filed by subsequent amendment.]

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-800-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-3320

Fidelity Investments & (Pyramid) Design, Fidelity, and Fidelity
Investments are registered trademarks of FMR.

The third party marks appearing above are the marks of their
respective owners.

_____________________. IMMIII-pro-0599

FIDELITY INSTITUTIONAL MONEY MARKET FUNDS
TREASURY ONLY PORTFOLIO, TREASURY PORTFOLIO, GOVERNMENT PORTFOLIO,
DOMESTIC PORTFOLIO, MONEY MARKET PORTFOLIO, AND TAX-EXEMPT
PORTFOLIO

FUNDS OF COLCHESTER STREET TRUST

STATEMENT OF ADDITIONAL INFORMATION

MAY 22, 1999

This Statement of Additional Information (SAI) is not a prospectus.
Portions of the funds' Annual Report are incorporated herein. The
Annual Report is supplied with this SAI.

To obtain a free additional copy of a Prospectus, dated May 22, 1999,
or an Annual Report, please call Fidelity(registered trademark) at
1-888-622-3175 .

TABLE OF CONTENTS PAGE

Investment Policies and 18
Limitations

Portfolio Transactions 24

Valuation 29

Performance 29

Additional Purchase, Exchange 74
and Redemption Information

Distributions and Taxes 74

Trustees and Officers 75

Control of Investment Advisers 79

Management Contracts

Distribution Services 82

Transfer and Service Agent 84
Agreements

Description of the Trust 84

Financial Statements 85

Appendix 85

For more information on any Fidelity fund, including charges and
expenses, call Fidelity at the number indicated above for a free
prospectus. Read it carefully before you invest or send money.

(fidelity_logo_graphic) 82 Devonshire Street, Boston, MA 02109

IMMIII-ptb-05 99
______________.

INVESTMENT POLICIES AND LIMITATIONS

The following policies and limitations supplement those set forth in
the Prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of a fund's assets that may
be invested in any security or other asset, or sets forth a policy
regarding quality standards, such standard or percentage limitation
will be determined immediately after and as a result of the fund's
acquisition of such security or other asset. Accordingly, any
subsequent change in values, net assets, or other circumstances will
not be considered when determining whether the investment complies
with the fund's investment policies and limitations.

A fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (the
1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations
described in this SAI are not fundamental and may be changed without
shareholder approval.

INVESTMENT LIMITATIONS OF TREASURY ONLY PORTFOLIO

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
that 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;

(2) issue senior securities, except in connection with the
insurance program established by the fund pursuant to an exemptive
order issued by the Securities and Exchange Commission or as otherwise
permitted under the Investment Company Act of 1940;

(3) borrow money, except that the fund may (i) borrow money for
temporary or emergency purposes (not for leveraging or investment) and
(ii) engage in reverse repurchase agreements for any purpose; provided
that (i) and (ii) in combination do not exceed 33 1/3% of the fund's
total assets (including the amount borrowed) less liabilities (other
than borrowings). Any borrowings that come to exceed this amount will
be reduced within three days (not including Sundays and holidays) to
the extent necessary to comply with the 33 1/3% limitation;

(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;

(5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;

(6) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);

(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments; or

(8) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.

(9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies and limitations as the
fund.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(i) The fund does not currently intend to purchase a security (other
than securities issued or guaranteed by the U.S. Government or any of
its agencies or instrumentalities or securities of other money market
funds) if, as a result, more than 5% of its total assets would be
invested in securities of a single issuer: provided that the fund may
invest up to 25% of total assets in the first tier securities of a
single issuer for up to three business days.

(ii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.

(iii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.

(iv) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party. The fund will not borrow from
other funds advised by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the
fund's total assets.

(v) The fund does not currently intend to purchase any security if, as
a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.

(vi) The fund does not currently intend to engage in repurchase
agreements or make loans, but this limitation does not apply to
purchases of debt securities.

(vii) The fund does not currently intend to invest all of its assets
in the securities of a single open-end management investment company
with substantially the same fundamental investment objective,
policies, and limitations as the fund.

For purposes of limitations (1) and (i), certain securities subject to
guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuer, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.

With respect to limitation (__), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets was invested in illiquid securities, it
would consider appropriate steps to protect liquidity.

SHAREHOLDER NOTICE. Treasury Only Portfolio does not intend
to engage in reverse repurchase agreements. This operating policy may
be changed only upon 90 days' notice to shareholders.

INVESTMENT LIMITATIONS OF TREASURY PORTFOLIO

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, 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;

(6) buy or sell real estate;

(7) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements;

(8) invest in oil, gas, or other mineral exploration or development
programs;

(9) invest in companies for the purpose of exercising control or
management; or

(10) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments.

(11) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies and limitations as the
fund.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(iv) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as an investment adviser or (b) by engaging in
reverse repurchase agreements with any party. The fund will not borrow
from other funds advised by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the
fund's total assets.

(v) The fund does not currently intend to purchase a security if, as a
result, more than 10% of its net assets would be invested in
securities that are deemed illiquid because they are subject to legal
or contractual restrictions on resale or because they cannot be sold
or disposed of in the ordinary course of business at approximately the
prices at which they are valued.

(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This
limitation does not apply to purchases of debt securities or to
repurchase agreements.)

SHAREHOLDER NOTICE. Treasury Portfolio intends to invest
100% of its total assets in U.S. Treasury bills, notes, and bonds and
repurchase agreements comprised of those obligations at all times.
This policy may only be changed upon 90 days' notice to
shareholders.

INVESTMENT LIMITATIONS OF GOVERNMENT PORTFOLIO

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, 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;

(6) buy or sell real estate;

(8) invest in oil, gas, or other mineral exploration or development
programs;

(9) invest in companies for the purpose of exercising control or
management; or

(10) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

INVESTMENT LIMITATIONS OF DOMESTIC PORTFOLIO

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, 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;

(2) issue senior securities, except in connection with the
insurance program established by the fund pursuant to an exemptive
order issued by the Securities and Exchange Commission or as
otherwise permitted under the Investment Company Act of 1940;

(6) buy or sell real estate;

(8) invest in oil, gas, or other mineral exploration or development
programs;

(9) invest in companies for the purpose of exercising control or
management; or

(10) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

INVESTMENT LIMITATIONS OF MONEY MARKET PORTFOLIO

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, 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;

(2) issue senior securities, except in connection with the
insurance program established by the fund pursuant to an exemptive
order issued by the Securities and Exchange Commission or as
otherw ise permitted under the Investment Company Act of 1940;

(6) buy or sell real estate;

(8) invest in oil, gas, or other mineral exploration or development
programs;

(9) invest in companies for the purpose of exercising control or
management; or

(10) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

INVESTMENT LIMITATIONS OF TAX-EXEMPT PORTFOLIO

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, 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;

(3) make short sales of securities;

(4) purchase any securities on margin, except for such short-term
credits as are necessary for the clearance of transactions;

(5) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not
including Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation;

(6) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;

(7) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a
U.S. territory or possession or a state or local government, or a
political subdivision of any of the foregoing) if, as a result, more
than 25% of the fund's total assets would be invested in securities of
companies whose principal business activities are in the same
industry;

(8) purchase or sell real estate, but this shall not prevent the fund
from investing in municipal bonds or other obligations secured by real
estate or interests therein;

(9) purchase or sell physical commodities;

(10) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements; or

(11) invest in oil, gas, or other mineral exploration or development
programs.

(12) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies, and limitations as
the fund.

THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.

(ii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (5)). The fund will not borrow from other funds advised by
FMR or its affiliates if total outstanding borrowings immediately
after such borrowing would exceed 15% of the fund's total assets.

(iii) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.

(iv) The fund does not currently intend to engage in repurchase
agreements or make loans, but this limitation does not apply to
purchases of debt securities.

(v) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.

For purposes of investment limitations (__), (__) and (__), FMR
identifies the issuer of a security depending on its terms and
conditions. In identifying the issuer, FMR will consider the entity or
entities responsible for payment of interest and repayment of
principal and the source of such payments; the way in which assets and
revenues of an issuing political subdivision are separated from those
of other political entities; and whether a governmental body is
guaranteeing the security.

For purposes of limitations (1) and (i), certain securities subject to
guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuers, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.

For each fund's limitations on illiquid securities,, see the
section entitled "Illiquid Securities" on page .

SHAREHOLDER NOTICE. Securities must be rated in accordance
with applicable rules in the highest rating category for short-term
securities by at least one nationally recognized rating service
(NRSRO) and rated in one of the two highest categories for short-term
securities by another NRSRO if rated by more than one NRSRO, or, if
unrated, judged to be equivalent to highest quality by FMR 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 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. FMR may not buy all of these instruments or use all of these
techniques unless it believes that doing so will help a fund achieve
its goal.

AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These
transactions may involve repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50
largest U.S. banks (measured by deposits); municipal securities; U.S.
Government securities with affiliated financial institutions that are
primary dealers in these securities; short-term currency transactions;
and short-term borrowings. In accordance with exemptive orders issued
by the Securities and Exchange Commission (SEC), the Board of Trustees
has established and periodically reviews procedures applicable to
transactions involving affiliated financial institutions.

ASSET-BACKED SECURITIES represent interests in pools of purchase
contracts, financing leases, or sales agreements entered into by
municipalities, mortgages, loans, receivables or other assets. Payment
of interest and repayment of principal may be largely dependent upon
the cash flows generated by the assets backing the securities and, in
certain cases, supported by letters of credit, surety bonds, or other
credit enhancements. Asset-backed security values may also be affected
by other factors including changes in interest rates, the availability
of information concerning the pool and its structure, the
creditworthiness of the servicing agent for the pool, the originator
of the loans or receivables, or the entities providing the credit
enhancement. In addition, these securities may be subject to
prepayment risk.

BORROWING. Each fund may borrow from banks or from other
funds advised by FMR or its affiliates, or through reverse repurchase
agreements, and may make additional investments while borrowings are
outstanding.

CENTRAL CASH FUNDS are money market funds managed by FMR or its
affiliates that seek to earn a high level of current income (free from
federal income tax in the case of a municipal money market fund) while
maintaining a stable $1.00 share price. The funds comply with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of their investments.

DOMESTIC AND FOREIGN INVESTMENTS include U.S. dollar-denominated time
deposits, certificates of deposit, and bankers' acceptances of U.S.
banks and their branches located outside of the United States, U.S.
branches and agencies of foreign banks, and foreign branches of
foreign banks. Domestic and foreign investments may also include U.S.
dollar-denominated securities issued or guaranteed by other U.S. or
foreign issuers, including U.S. and foreign corporations or other
business organizations, foreign governments, foreign government
agencies or instrumentalities, and U.S. and foreign financial
institutions, including savings and loan institutions, insurance
companies, mortgage bankers, and real estate investment trusts, as
well as banks.

The obligations of foreign branches of U.S. banks may be general
obligations of the parent bank in addition to the issuing branch, or
may be limited by the terms of a specific obligation and by
governmental regulation. Payment of interest and repayment of
principal on these obligations may also be affected by governmental
action in the country of domicile of the branch (generally referred to
as sovereign risk). In addition, evidence of ownership of portfolio
securities may be held outside of the United States and a fund may be
subject to the risks associated with the holding of such property
overseas. Various provisions of federal law governing the
establishment and operation of U.S. branches do not apply to foreign
branches of U.S. banks.

Obligations of U.S. branches and agencies of foreign banks may be
general obligations of the parent bank in addition to the issuing
branch, or may be limited by the terms of a specific obligation and by
federal and state regulation, as well as by governmental action in the
country in which the foreign bank has its head office.

Obligations of foreign issuers involve certain additional risks. These
risks may include future unfavorable political and economic
developments, withholding taxes, seizures of foreign deposits,
currency controls, interest limitations, or other governmental
restrictions that might affect repayment of principal or payment of
interest, or the ability to honor a credit commitment. Additionally,
there may be less public information available about foreign entities.
Foreign issuers may be subject to less governmental regulation and
supervision than U.S. issuers. Foreign issuers also generally are not
bound by uniform accounting, auditing, and financial reporting
requirements comparable to those applicable to U.S. issuers.

ILLIQUID SECURITIES cannot be sold or disposed of in the
ordinary course of business at approximately the prices at which they
are valued. Difficulty in selling securities may result in a loss or
may be costly to a fund. Under the supervision of the Board of
Trustees, FMR determines the liquidity of a fund's investments and,
through reports from FMR, the Board monitors investments in illiquid
securities. In determining the liquidity of a fund's investments, FMR
may consider various factors, including (1) the frequency and volume
of trades and quotations, (2) the number of dealers and prospective
purchasers in the marketplace, (3) dealer undertakings to make a
market and (4) the nature of the security and the market in which it
trades (including any demand, put or tender features, the mechanics
and other requirements for transfer, any letters of credit or other
credit enhancement features, any ratings, the number of holders, the
method of soliciting offers, the time required to dispose of the
security, and the ability to assign or offset the rights and
obligations of the security).

INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, a fund may lend money to, and borrow money
from, other funds advised by FMR or its affiliates. Treasury Only
Portfolio and Tax-Exempt Portfolio currently intend to
participate in this program only as borrowers. A fund will borrow
through the program only when the costs are equal to or lower than the
costs of bank loans, and will lend through the program only when the
returns are higher than those available from an investment in
repurchase agreements. Interfund loans and borrowings normally extend
overnight, but can have a maximum duration of seven days. Loans may be
called on one day's notice. A fund may have to borrow from a bank at a
higher interest rate if an interfund loan is called or not renewed.
Any delay in repayment to a lending fund could result in a lost
investment opportunity or additional borrowing costs.

MONEY MARKET SECURITIES are high-quality, short-term obligations.
Money market securities may be structured to be, or may employ a trust
or other form so that they are, eligible investments for money market
funds. For example, put features can be used to modify the maturity of
a security or interest rate adjustment features can be used to enhance
price stability. If a structure fails to function as intended, adverse
tax or investment consequences may result. Neither the Internal
Revenue Service (IRS) nor any other regulatory authority has ruled
definitively on certain legal issues presented by certain structured
securities. Future tax or other regulatory determinations could
adversely affect the value, liquidity, or tax treatment of the income
received from these securities or the nature and timing of
distributions made by the funds.

MUNICIPAL LEASES and participation interests therein may take the form
of a lease, an installment purchase, or a conditional sale contract
and are issued by state and local governments and authorities to
acquire land or a wide variety of equipment and facilities. Generally,
a fund will not hold these obligations directly as a lessor of the
property, but will purchase a participation interest in a municipal
obligation from a bank or other third party. A participation interest
gives the purchaser a specified, undivided interest in the obligation
in proportion to its purchased interest in the total amount of the
issue.

Municipal leases frequently have risks distinct from those associated
with general obligation or revenue bonds. State constitutions and
statutes set forth requirements that states or municipalities must
meet to incur debt. These may include voter referenda, interest rate
limits, or public sale requirements. Leases, installment purchases, or
conditional sale contracts (which normally provide for title to the
leased asset to pass to the governmental issuer) have evolved as a
means for governmental issuers to acquire property and equipment
without meeting their constitutional and statutory requirements for
the issuance of debt. Many leases and contracts include
"non-appropriation clauses" providing that the governmental issuer has
no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis.
Non-appropriation clauses free the issuer from debt issuance
limitations. If a municipality stops making payments or transfers its
obligations to a private entity, the obligation could lose value or
become taxable.

MUNICIPAL MARKET DISRUPTION RISK. The value of municipal securities
may be affected by uncertainties in the municipal market related to
legislation or litigation involving the taxation of municipal
securities or the rights of municipal securities holders in the event
of a bankruptcy. Proposals to restrict or eliminate the federal income
tax exemption for interest on municipal securities are introduced
before Congress from time to time. Proposals also may be introduced
before state legislatures that would affect the state tax treatment of
a municipal fund's distributions. If such proposals were enacted, the
availability of municipal securities and the value of a municipal
fund's holdings would be affected and the Trustees would reevaluate
the fund's investment objectives and policies. Municipal bankruptcies
are relatively rare, and certain provisions of the U.S. Bankruptcy
Code governing such bankruptcies are unclear and remain untested.
Further, the application of state law to municipal issuers could
produce varying results among the states or among municipal securities
issuers within a state. These legal uncertainties could affect the
municipal securities market generally, certain specific segments of
the market, or the relative credit quality of particular securities.
Any of these effects could have a significant impact on the prices of
some or all of the municipal securities held by a fund, making it more
difficult for a fund to maintain a stable net asset value per share
(NAV).

EDUCATION. In general, there are two types of education-related
bonds; those issued to finance projects for public and private
colleges and universities, and those representing pooled interests in
student loans. Bonds issued to supply educational institutions with
funds are subject to the risk of unanticipated revenue decline,
primarily the result of decreasing student enrollment or decreasing
state and federal funding. Among the factors that may lead to
declining or insufficient revenues are restrictions on students'
ability to pay tuition, availability of state and federal funding, and
general economic conditions. Student loan revenue bonds are generally
offered by state (or substate) authorities or commissions and are
backed by pools of student loans. Underlying student loans may be
guaranteed by state guarantee agencies and may be subject to
reimbursement by the United States Department of Education through its
guaranteed student loan program. Others may be private, uninsured
loans made to parents or students which are supported by reserves or
other forms of credit enhancement. Recoveries of principal due to loan
defaults may be applied to redemption of bonds or may be used to
re-lend, depending on program latitude and demand for loans. Cash
flows supporting student loan revenue bonds are impacted by numerous
factors, including the rate of student loan defaults, seasoning of the
loan portfolio, and student repayment deferral periods of forbearance.
Other risks associated with student loan revenue bonds include
potential changes in federal legislation regarding student loan
revenue bonds, state guarantee agency reimbursement and continued
federal interest and other program subsidies currently in effect.

ELECTRIC UTILITIES. The electric utilities industry has been
experiencing, and will continue to experience, increased competitive
pressures. Federal legislation in the last two years will open
transmission access to any electricity supplier, although it is not
presently known to what extent competition will evolve. Other risks
include: (a) the availability and cost of fuel, (b) the availability
and cost of capital, (c) the effects of conservation on energy demand,
(d) the effects of rapidly changing environmental, safety, and
licensing requirements, and other federal, state, and local
regulations, (e) timely and sufficient rate increases, and (f)
opposition to nuclear power.

HEALTH CARE. The health care industry is subject to regulatory action
by a number of private and governmental agencies, including federal,
state, and local governmental agencies. A major source of revenues for
the health care industry is payments from the Medicare and Medicaid
programs. As a result, the industry is sensitive to legislative
changes and reductions in governmental spending for such programs.
Numerous other factors may affect the industry, such as general and
local economic conditions; demand for services; expenses (including
malpractice insurance premiums); and competition among health care
providers. In the future, the following elements may adversely affect
health care facility operations: adoption of legislation proposing a
national health insurance program; other state or local health care
reform measures; medical and technological advances which dramatically
alter the need for health services or the way in which such services
are delivered; changes in medical coverage which alter the traditional
fee-for-service revenue stream; and efforts by employers, insurers,
and governmental agencies to reduce the costs of health insurance and
health care services.

HOUSING. Housing revenue bonds are generally issued by a state,
county, city, local housing authority, or other public agency. They
generally are secured by the revenues derived from mortgages purchased
with the proceeds of the bond issue. It is extremely difficult to
predict the supply of available mortgages to be purchased with the
proceeds of an issue or the future cash flow from the underlying
mortgages. Consequently, there are risks that proceeds will exceed
supply, resulting in early retirement of bonds, or that homeowner
repayments will create an irregular cash flow. Many factors may affect
the financing of multi-family housing projects, including acceptable
completion of construction, proper management, occupancy and rent
levels, economic conditions, and changes to current laws and
regulations.

TRANSPORTATION. Transportation debt may be issued to finance the
construction of airports, toll roads, highways, or other transit
facilities. Airport bonds are dependent on the general stability of
the airline industry and on the stability of a specific carrier who
uses the airport as a hub. Air traffic generally follows broader
economic trends and is also affected by the price and availability of
fuel. Toll road bonds are also affected by the cost and availability
of fuel as well as toll levels, the presence of competing roads and
the general economic health of an area. Fuel costs and availability
also affect other transportation-related securities, as do the
presence of alternate forms of transportation, such as public
transportation.

WATER AND SEWER. Water and sewer revenue bonds are often considered to
have relatively secure credit as a result of their issuer's
importance, monopoly status, and generally unimpeded ability to raise
rates. Despite this, lack of water supply due to insufficient rain,
run-off, or snow pack is a concern that has led to past defaults.
Further, public resistance to rate increases, costly environmental
litigation, and Federal environmental mandates are challenges faced by
issuers of water and sewer bonds.

PUT FEATURES entitle the holder to sell a security back to the issuer
or a third party at any time or at specified intervals. In exchange
for this benefit, a fund may accept a lower interest rate. Securities
with put features are subject to the risk that the put provider is
unable to honor the put feature (purchase the security). Put providers
often support their ability to buy securities on demand by obtaining
letters of credit or other guarantees from other entities. Demand
features, standby commitments, and tender options are types of put
features.

REPURCHASE AGREEMENTS involve an agreement to purchase a security and
to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate
or maturity of the purchased security. As protection against the risk
that the original seller will not fulfill its obligation, the
securities are held in a separate account at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus
the accrued incremental amount. The value of the security purchased
may be more or less than the price at which the counterparty has
agreed to purchase the security. In addition, delays or losses could
result if the other party to the agreement defaults or becomes
insolvent. The funds will engage in repurchase agreement transactions
with parties whose creditworthiness has been reviewed and found
satisfactory by FMR.

RESTRICTED SECURITIES are subject to legal restrictions on their sale.
Difficulty in selling securities may result in a loss or be costly to
a fund. Restricted securities generally can be sold in privately
negotiated transactions, pursuant to an exemption from registration
under the Securities Act of 1933, or in a registered public offering.
Where registration is required, the holder of a registered security
may be obligated to pay all or part of the registration expense and a
considerable period may elapse between the time it decides to seek
registration and the time it may be permitted to sell a security under
an effective registration statement. If, during such a period, adverse
market conditions were to develop, the holder might obtain a less
favorable price than prevailed when it decided to seek registration of
the security.

REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that
security at an agreed-upon price and time. The funds will enter into
reverse repurchase agreements with parties whose creditworthiness has
been reviewed and found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of fund assets and a fund's
yield and may be viewed as a form of leverage.

SHORT SALES "AGAINST THE BOX" are short sales of securities that a
fund owns or has the right to obtain (equivalent in kind or amount to
the securities sold short). Short sales against the box could be used
to protect the NAV of the fund in anticipation of increased interest
rates, without sacrificing the current yield of the securities sold
short. If a fund enters into a short sale against the box, it will be
required to set aside securities equivalent in kind and amount to the
securities sold short (or securities convertible or exchangeable into
such securities) and will be required to hold such securities while
the short sale is outstanding. The fund will incur transaction costs
in connection with opening and closing short sales against the box.

SOURCES OF CREDIT OR LIQUIDITY SUPPORT. Issuers may employ
various forms of credit and liquidity enhancements, including letters
of credit, guarantees, puts, and demand features, and insurance
provided by domestic or foreign entities such as banks and other
financial institutions. FMR may rely on its evaluation of the credit
of the credit or liquidity enhancement provider in determining whether
to purchase a security supported by such enhancement. In evaluating
the credit of a foreign bank or other foreign entities, FMR will
consider whether adequate public information about the entity is
available and whether the entity may be subject to unfavorable
political or economic developments, currency controls, or other
government restrictions that might affect its ability to honor its
commitment. Changes in the credit quality of the entity providing the
enhancement could affect the value of the security or a fund's share
price.

STRIPPED SECURITIES are the separate income or
principal components of a debt security. The risks associated with
stripped securities are similar to those of other money market
securities, although stripped securities may be more volatile. U.S.
Treasury securities that have been stripped by a Federal Reserve Bank
are obligations issued by the U.S. Treasury.

Privately stripped government securities are created when a dealer
deposits a U.S. Treasury security or other U.S. Government security
with a custodian for safekeeping. The custodian issues separate
receipts for the coupon payments and the principal payment, which the
dealer then sells.

Because the SEC does not consider privately stripped government
securities to be U.S. Government securities for purposes of Rule 2a-7,
a fund must evaluate them as it would non-government securities
pursuant to regulatory guidelines applicable to money market
funds.

TEMPORARY DEFENSIVE POLICIES. Tax-Exempt Portfolio 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.

VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments
in the interest rate paid on the security. Variable rate securities
provide for a specified periodic adjustment in the interest rate,
while floating rate securities have interest rates that change
whenever there is a change in a designated benchmark rate. Some
variable or floating rate securities are structured with put features
that permit holders to demand payment of the unpaid principal balance
plus accrued interest from the issuers or certain financial
intermediaries.

WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS
involve a commitment to purchase or sell specific securities at a
predetermined price or yield in which payment and delivery take place
after the customary settlement period for that type of security.
Typically, no interest accrues to the purchaser until the security is
delivered.

When purchasing securities pursuant to one of these transactions,
the purchaser assumes the rights and risks of ownership, including the
risks of price and yield fluctuations and the risk that the security
will not be issued as anticipated. Because payment for the securities
is not required until the delivery date, these risks are in addition
to the risks associated with a fund's investments. If a fund remains
substantially fully invested at a time when a purchase is outstanding,
the purchases may result in a form of leverage. When a fund has sold a
security pursuant to one of these transactions, the fund does not
participate in further gains or losses with respect to the security.
If the other party to a delayed-delivery transaction fails to deliver
or pay for the securities, a fund could miss a favorable price or
yield opportunity or suffer a loss.

A fund may renegotiate a when-issued or forward transaction and may
sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.

PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are placed
on behalf of each fund by FMR pursuant to authority contained in the
management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and investment
accounts for which it or its affiliates act as investment adviser. In
selecting broker-dealers, subject to applicable limitations of the
federal securities laws, FMR considers various relevant factors,
including, but not limited to: the size and type of the transaction;
the nature and character of the markets for the security to be
purchased or sold; the execution efficiency, settlement capability,
and financial condition of the broker-dealer firm; the broker-dealer's
execution services rendered on a continuing basis; the reasonableness
of any commissions; and, if applicable, arrangements for payment of
fund expenses.

If FMR grants investment management authority to a sub-adviser (see
the section entitled "Management Contracts"), that sub-adviser is
authorized to place orders for the purchase and sale of portfolio
securities, and will do so in accordance with the policies described
above.

Each fund may execute portfolio transactions with broker-dealers who
provide research and execution services to the fund or other
investment accounts over which FMR or its affiliates exercise
investment discretion. Such services may include advice concerning the
value of securities; the advisability of investing in, purchasing, or
selling securities; and the availability of securities or the
purchasers or sellers of securities. In addition, such broker-dealers
may furnish analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and
performance of investment accounts; and effect securities transactions
and perform functions incidental thereto (such as clearance and
settlement).

For transactions in fixed-income securities, FMR's selection of
broker-dealers is generally based on the availability of a security
and its price and, to a lesser extent, on the overall quality of
execution and other services, including research, provided by the
broker-dealer.

The receipt of research from broker-dealers that execute transactions
on behalf of a fund may be useful to FMR in rendering investment
management services to that fund or its other clients, and conversely,
such research provided by broker-dealers who have executed transaction
orders on behalf of other FMR clients may be useful to FMR in carrying
out its obligations to a fund. The receipt of such research has not
reduced FMR's normal independent research activities; however, it
enables FMR to avoid the additional expenses that could be incurred if
FMR tried to develop comparable information through its own efforts.

Fixed-income securities are generally purchased from an issuer or
underwriter acting as principal for the securities, on a net basis
with no brokerage commission paid. However, the dealer is compensated
by a difference between the security's original purchase price and the
selling price, the so-called "bid-asked spread." Securities may also
be purchased from underwriters at prices that include underwriting
fees.

Subject to applicable limitations of the federal securities laws, a
fund may pay a broker-dealer commissions for agency transactions that
are in excess of the amount of commissions charged by other
broker-dealers in recognition of their research and execution
services. In order to cause a fund to pay such higher commissions, FMR
must determine in good faith that such commissions are reasonable in
relation to the value of the brokerage and research services provided
by such executing broker-dealers, viewed in terms of a particular
transaction or FMR's overall responsibilities to that fund or its
other clients. In reaching this determination, FMR will not attempt to
place a specific dollar value on the brokerage and research services
provided, or to determine what portion of the compensation should be
related to those services.

To the extent permitted by applicable law , FMR is authorized to
allocate portfolio transactions in a manner that takes into account
assistance received in the distribution of shares of the funds or
other Fidelity funds and to use the research services of brokerage and
other firms that have provided such assistance. FMR may use research
services provided by and place agency transactions with National
Financial Services Corporation (NFSC) and Fidelity Brokerage Services
Japan LLC (FBSJ), 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. Prior to December 9, 1997, FMR used research services
provided by and placed agency transactions with Fidelity Brokerage
Services (FBS), an indirect subsidiary of FMR Corp.

FMR may allocate brokerage transactions to broker-dealers (including
affiliates of FMR) who have entered into arrangements with FMR under
which the broker-dealer allocates a portion of the commissions paid by
a fund toward the reduction of that fund's expenses. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.

Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions
for investment accounts which they or their affiliates manage, unless
certain requirements are satisfied. Pursuant to such requirements, the
Board of Trustees has authorized NFSC to execute portfolio
transactions on national securities exchanges in accordance with
approved procedures and applicable SEC rules.

The Trustees of each fund periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio
transactions on behalf of the fund and review the commissions paid by
the fund over representative periods of time to determine if they are
reasonable in relation to the benefits to the fund.

[The following tables show the brokerage commissions paid by the
funds. Significant changes in brokerage commissions paid by a fund
from year to year may result from changing asset levels throughout the
year. A fund may pay both commissions and spreads in connection with
the placement of portfolio transactions.] [For the fiscal years
ended March 31, 1999, 1998 and 1997, the funds paid no brokerage
commissions.]

[The following table shows the total amount of brokerage
commissions paid by each fund.]

Fiscal Year Ended Total Amount Paid

TREASURY ONLY PORTFOLIO March

1999

1998

1997

TREASURY PORTFOLIO

1999

1998

1997

GOVERNMENT PORTFOLIO

1999

1998

1997

DOMESTIC PORTFOLIO

1999

1998

1997

MONEY MARKET PORTFOLIO

1999

1998

1997

TAX-EXEMPT PORTFOLIO

1999

1998

1997

[Of the following tables, the first shows the total amount of
brokerage commissions paid by each fund to NFSC and, in the case of
the taxable funds, FBS and FBSJ, as applicable, for the past three
fiscal years. [The second table shows the approximate percentage of
aggregate brokerage commissions paid by a fund to NFSC [[and/,] FBS]
[and FBSJ]] for transactions involving the approximate percentage of
the aggregate dollar amount of transactions for which the fund paid
brokerage commissions for the fiscal year ended 1999. NFSC [[[,/and]
FBS,] [and FBSJ]]] [is/are] paid on a commission basis.]

Total Amount Paid

Fiscal Year Ended To NFSC [To FBS] [To FBSJ]

TREASURY ONLY PORTFOLIO March

1999 $ [$ ] [$ ]

1998 [ ] [ ]

1997 [ ] [ ]

TREASURY PORTFOLIO

1999 [ ] [ ]

1998 [ ] [ ]

1997 [ ] [ ]

GOVERNMENT PORTFOLIO

1999 [ ] [ ]

1998 [ ] [ ]

1997 [ ] [ ]

DOMESTIC PORTFOLIO

1999 [ ] [ ]

1998 [ ] [ ]

1997 [ ] [ ]

MONEY MARKET PORTFOLIO

1999 [ ] [ ]

1998 [ ] [ ]

1997 [ ] [ ]

TAX-EXEMPT PORTFOLIO

1999 [ ] [ ]

1998 [ ] [ ]

1997 [ ] [ ]

</TABLE>

Fiscal Year Ended 1999 % of Aggregate Commissions % of Aggregate Dollar Amount
Paid to NFSC of Transactions Effected
through NFSC

TREASURY ONLY PORTFOLIO March % %

TREASURY PORTFOLIO March % %

GOVERNMENT PORTFOLIO March % %

DOMESTIC PORTFOLIO March % %

MONEY MARKET PORTFOLIO March % %

TAX-EXEMPT PORTFOLIO March % %

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
[% of Aggregate Commissions [% of Aggregate Dollar [% of Aggregate Commissions
Paid to FBS] Amount of Transactions Paid to FBSJ]
Effected through FBS]

TREASURY ONLY PORTFOLIO [ %] [ %] [ %]

TREASURY PORTFOLIO [ %] [ %] [ %]

GOVERNMENT PORTFOLIO [ %] [ %] [ %]

DOMESTIC PORTFOLIO [ %] [ %] [ %]

MONEY MARKET PORTFOLIO [ %] [ %] [ %]

TAX-EXEMPT PORTFOLIO [ %] [ %] [ %]

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
[% of Aggregate Dollar Amount
of Transactions Effected
through FBSJ]

TREASURY ONLY PORTFOLIO [ %]

TREASURY PORTFOLIO [ %]

GOVERNMENT PORTFOLIO [ %]

DOMESTIC PORTFOLIO [ %]

MONEY MARKET PORTFOLIO [ %]

TAX-EXEMPT PORTFOLIO [ %]

</TABLE>

[(dagger) The difference between the percentage of aggregate
brokerage commissions paid to, and the percentage of the aggregate
dollar amount of transactions effected through, [[NFSC] [,/and] [FBS]
[and FBSJ]] is a result of the low commission rates charged by [[NFSC]
[,/and] [FBS] [and FBSJ]].]

[NFSC] [,/and] [FBS] [and] [FBSJ] [has/have] used a portion of the
commissions paid by a fund to reduce that fund's expenses.]

[The following table shows the dollar amount of brokerage
commissions paid to firms that provided research services and the
approximate dollar amount of the transactions involved for the fiscal
year ended 1999.]

Fiscal Year Ended 1999 $ Amount of Commissions Paid $ Amount of Brokerage
to Firms that Provided Transactions Involved*
Research Services*

TREASURY ONLY PORTFOLIO March $ $

TREASURY PORTFOLIO March

GOVERNMENT PORTFOLIO March

DOMESTIC PORTFOLIO March

MONEY MARKET PORTFOLIO March

TAX-EXEMPT PORTFOLIO March

</TABLE>

[*The provision of research services was not necessarily a factor
in the placement of all this business with such firms.]

[For the fiscal year ended March 31, 1999 the funds paid no brokerage
commissions to firms that provided research services.]

The Trustees of each fund have approved procedures in conformity with
Rule 10f-3 under the 1940 Act whereby a fund may purchase securities
that are offered in underwritings in which an affiliate of FMR
participates. These procedures prohibit the funds from directly or
indirectly benefiting an FMR affiliate in connection with such
underwritings. In addition, for underwritings where an FMR affiliate
participates as a principal underwriter, certain restrictions may
apply that could, among other things, limit the amount of securities
that the funds could purchase in the underwriting.

From time to time the Trustees will review whether the recapture for
the benefit of the funds of some portion of the brokerage commissions
or similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at
present no other recapture arrangements are in effect. The Trustees
intend to continue to review whether recapture opportunities are
available and are legally permissible and, if so, to determine in the
exercise of their business judgment whether it would be advisable for
each fund to seek such recapture.

Although the Trustees and officers of each fund are substantially the
same as those of other funds managed by FMR or its affiliates,
investment decisions for each fund are made independently from those
of other funds managed by FMR or investment accounts managed by FMR
affiliates. It sometimes happens that the same security is held in the
portfolio of more than one of these funds or investment accounts.
Simultaneous transactions are inevitable when several funds and
investment accounts are managed by the same investment adviser,
particularly when the same security is suitable for the investment
objective of more than one fund or investment account.

When two or more funds are simultaneously engaged in the purchase or
sale of the same security, the prices and amounts are allocated in
accordance with procedures believed to be appropriate and equitable
for each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as each fund is
concerned. In other cases, however, the ability of the funds to
participate in volume transactions will produce better executions and
prices for the funds. It is the current opinion of the Trustees that
the desirability of retaining FMR as investment adviser to each fund
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.

VALUATION

Each class's NAV is the value of a single share. The NAV of each
class is computed by adding the class's pro rata share of the value of
the applicable fund's investments, cash, and other assets, subtracting
the class's pro rata share of the applicable fund's liabilities,
subtracting the liabilities allocated to the class, and dividing the
result by the number of shares of that class that are outstanding.

Portfolio securities and other assets are valued on the basis of
amortized cost. This technique involves initially valuing an
instrument at its cost as adjusted for amortization of premium or
accretion of discount rather than its current market value. The
amortized cost value of an instrument may be higher or lower than the
price a fund would receive if it sold the instrument.
Securities of other open-end investment companies are valued at their
respective NAVs.

At such intervals as they deem appropriate, the Trustees consider
the extent to which NAV calculated by using market valuations would
deviate from the $1.00 per share calculated using amortized cost
valuation. If the Trustees believe that a deviation from a fund's
amortized cost per share may result in material dilution or other
unfair results to shareholders, the Trustees have agreed to take such
corrective action, if any, as they deem appropriate to eliminate or
reduce, to the extent reasonably practicable, the dilution or unfair
results. Such corrective action could include selling portfolio
instruments prior to maturity to realize capital gains or losses or to
shorten average portfolio maturity; withholding dividends; redeeming
shares in kind; establishing NAV by using available market quotations;
and such other measures as the Trustees may deem appropriate.

PERFORMANCE

A class may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is
not intended to indicate future returns. Each class's yield and return
fluctuate in response to market conditions and other factors.

YIELD CALCULATIONS.To compute the yield for each class of a fund for a
period, the net change in value of a hypothetical account containing
one share reflects the value of additional shares purchased with
dividends from the one original share and dividends declared on both
the original share and any additional shares. The net change is then
divided by the value of the account at the beginning of the period to
obtain a base period return. This base period return is annualized to
obtain a current annualized yield. Each class of a fund also may
calculate an effective yield by compounding the base period return
over a one-year period. In addition to the current yield, each class
of a fund may quote yields in advertising based on any historical
seven-day period. Yields for each class of a fund are calculated on
the same basis as other money market funds, as required by applicable
regulation.

Yield information may be useful in reviewing a class's performance and
in providing a basis for comparison with other investment
alternatives. However, a class's yield fluctuates, unlike investments
that pay a fixed interest rate over a stated period of time. When
comparing investment alternatives, investors should also note the
quality and maturity of the portfolio securities of respective
investment companies they have chosen to consider.

Investors should recognize that in periods of declining interest rates
a class's yield will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates a class's yield will
tend to be somewhat lower. Also, when interest rates are falling, the
inflow of net new money to a fund from the continuous sale of its
shares will likely be invested in instruments producing lower yields
than the balance of the fund's holdings, thereby reducing a class's
current yield. In periods of rising interest rates, the opposite can
be expected to occur.

The tax-equivalent yield of each class of Treasury Only is the rate an
investor would have to earn from a fully taxable investment to equal
the class's tax-free yield. For Treasury Only, earning interest free
from state (and sometimes local) taxes in most states, tax-equivalent
yields may be calculated by dividing a class's yield by the result of
one minus a specified tax rate. If only a portion of a class's yield
is tax-exempt, only that portion is adjusted in the calculation.

The tax-equivalent yield of a class of a municipal fund is the
rate an investor would have to earn from a fully taxable investment
before taxes to equal a class's tax-free yield. Tax-equivalent yields
are calculated by dividing a class's yield by the result of one minus
a specified federal income tax rate. If only a portion of a class's
yield is tax-exempt, only that portion is adjusted in the calculation.

The following table shows the effect of a shareholder's tax status on
effective yield under federal income tax laws for 1999. It shows the
approximate yield a taxable security must provide at various income
brackets to produce after-tax yields equivalent to those of
hypothetical federally tax-exempt obligations yielding from _% to _%.
Of course, no assurance can be given that a class of a municipal fund
will achieve any specific tax-exempt yield. While the municipal fund
invests principally in obligations whose interest is exempt from
federal income tax, other income received by the fund may be taxable.

1999 TAX RATES AND TAX-EQUIVALENT YIELDS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Federal If individual tax-exempt
yield is:

Taxable Income* Marginal % % % % % % % %

Single Return Joint Return Rate** Then taxable-equivalent yield
is

$ $ % % % % % % % %

</TABLE>

* Net amount subject to federal income tax after deductions and
exemptions. Assumes ordinary income only.

** Excludes the impact of the phaseout of personal exemptions,
limitations on itemized deductions, and other credits, exclusions, and
adjustments which may increase a taxpayer's marginal tax rate. An
increase in a shareholder's marginal tax rate would increase that
shareholder's tax-equivalent yield.

The municipal fund may invest a portion of its assets in
obligations that are subject to federal income tax. When the municipal
fund invests in these obligations, its tax-equivalent yields will be
lower. In the table above, tax-equivalent yields are calculated
assuming investments are 100% federally tax-free.

RETURN CALCULATIONS. Returns quoted in advertising
reflect all aspects of a class's return, including the effect of
reinvesting dividends and capital gain distributions, and any change
in a class's NAV over a stated period. A class's return may be
calculated by using the performance data of a previously existing
class prior to the date that the new class commenced operations,
adjusted to reflect differences in sales charges but not 12b-1 fees. A
cumulative return reflects actual performance over a stated period of
time. Average annual returns are calculated by determining the growth
or decline in value of a hypothetical historical investment in a class
over a stated period, and then calculating the annually compounded
percentage rate that would have produced the same result if the rate
of growth or decline in value had been constant over the period. For
example, a cumulative return of 100% over ten years would produce an
average annual return of 7.18%, which is the steady annual rate of
return that would equal 100% growth on a compounded basis in ten
years. While average annual returns are a convenient means of
comparing investment alternatives, investors should realize that a
class's performance is not constant over time, but changes from year
to year, and that average annual returns represent averaged figures as
opposed to the actual year-to-year performance of a class.

In addition to average annual returns, a class may quote unaveraged or
cumulative returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative returns
may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a
series of redemptions, over any time period. Returns may be broken
down into their components of income and capital (including capital
gains and changes in share price) in order to illustrate the
relationship of these factors and their contributions to return.
Returns may be quoted on a before-tax or after-tax basis. Returns,
yields and other performance information may be quoted numerically or
in a table, graph, or similar illustration.

CALCULATING HISTORICAL FUND RESULTS. The following table
shows performance for each class of each fund. Class II and Class III
have a 12b-1 fee of 0.15% and 0.25%, respectively, which is included
in the 7-day yield, tax-equivalent yield, and average annual and
cumulative returns.

HISTORICAL FUND RESULTS. The following table shows each
class's 7-day yield, tax-equivalent yield, and return for the fiscal
period ended March 31, 1999.

The tax-equivalent yield for Tax-Exempt Portfolio is based on a __%
federal income tax rate.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Average Annual Total Returns

Seven-Day Yield Tax- Equivalent Yield One Year Five Years Ten Years/ Life of Class*

Treasury Only - Class I % % % % %

Treasury Only - Class II % % % % %

Treasury Only - Class III % % % % %

Treasury - Class I % % % % %

Treasury - Class II % % % % %

Treasury - Class III % % % % %

Government - Class I % % % % %

Government - Class II % % % % %

Government - Class III % % % % %

Domestic - Class I % % % % %

Domestic - Class II % % % % %

Domestic - Class III % % % % %

Money Market - Class I % % % % %

Money Market - Class II % % % % %

Money Market - Class III % % % % %

Tax-Exempt - Class I % % % % %

Tax-Exempt - Class II % % % % %

Tax-Exempt - Class III % % % % %

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Cumulative Total Returns

One Year Five Years Ten Years/ Life of Class*

Treasury Only - Class I % % %

Treasury Only - Class II % % %

Treasury Only - Class III % % %

Treasury - Class I % % %

Treasury - Class II % % %

Treasury - Class III % % %

Government - Class I % % %

Government - Class II % % %

Government - Class III % % %

Domestic - Class I % % %

Domestic - Class II % % %

Domestic - Class III % % %

Money Market - Class I % % %

Money Market - Class II % % %

Money Market - Class III % % %

Tax-Exempt - Class I % % %

Tax-Exempt - Class II % % %

Tax-Exempt - Class III % % %

</TABLE>

* Life of Class figures for Treasury Only Portfolio and
Domestic Portfolio are from Class I's (the original class of each
fund) commencement of operations (October 3, 1990 for Treasury Only
Portfolio, and November 3, 1989 for Domestic Portfolio) through the
fund's 1999 fiscal year end.

Note: If FMR had not reimbursed certain class expenses during these
periods, Class I, Class II and Class III's returns would have been
lower.

Note: If FMR had not reimbursed certain class expenses during these
periods, Class I, Class II and Class III's yield and tax equivalent
yield (for Tax-Exempt Portfolio) would have been:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Class I Class II

Fund Seven-Day Yield Tax-Equivalent Yield Seven-Day Yield Tax-Equivalent Yield

Treasury Only Portfolio % N/A % N/A

Treasury Portfolio % N/A % N/A

Government Portfolio % N/A % N/A

Domestic Portfolio % N/A % N/A

Money Market Portfolio % N/A % N/A

Tax-Exempt Portfolio % % % %

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Class III

Fund Seven-Day Yield Tax-Equivalent Yield

Treasury Only Portfolio % N/A

Treasury Portfolio % N/A

Government Portfolio % N/A

Domestic Portfolio % N/A

Money Market Portfolio % N/A

Tax-Exempt Portfolio % %

</TABLE>

The following tables show the income and capital elements of each
class's cumulative return. The tables compare each class's return to
the record of the Standard & Poor's 500 Index (S&P 500), the Dow Jones
Industrial Average (DJIA), and the cost of living, as measured by the
Consumer Price Index (CPI), over the same period. The CPI information
is as of the month-end closest to the initial investment date for each
class. The S&P 500 and DJIA comparisons are provided to show how each
class's return compared to the record of a broad unmanaged index of
common stocks and a narrower set of stocks of major industrial
companies, respectively, over the same period. Because each fund
invests in short-term fixed-income securities, common stocks
represent a different type of investment from the funds. Common stocks
generally offer greater growth potential than the funds, but generally
experience greater price volatility, which means greater potential for
loss. In addition, common stocks generally provide lower income than
fixed-income investments such as the funds. The S&P 500 and DJIA
returns are based on the prices of unmanaged groups of stocks and,
unlike each class's returns, do not include the effect of brokerage
commissions or other costs of investing.

CLASS II TABLES. The initial offering of the Class II shares of each
fund began on November 1, 1995. Class II shares have a 0.15% 12b-1
fee, which is not reflected in the figures prior to that date. The
figures for periods prior to the initial offering date reflect the
performance of Class I, the original class of each fund, which class
does not have a 12b-1 fee. Class II figures would have been lower had
12b-1 fees been reflected in all periods.

CLASS III TABLES. The initial offerings of the funds' Class III shares
began on the following dates: Treasury Only Portfolio (11/6/95),
Treasury Portfolio (10/22/93), Government Portfolio (4/4/94), Domestic
Portfolio (7/19/94), Money Market Portfolio (11/17/93 ), and
Tax-Exempt Portfolio (11/6/95). The figures for periods prior to the
initial offering dates reflect the performance of Class I, the
original class of each fund, which class does not have a 12b-1 fee.
Class III figures would have been lower had 12b-1 fees been reflected
in all periods. Class III shares of Government Portfolio have a 0.25%
12b-1 fee, which is reflected in the figures for periods after its
initial offering of Class III shares. Prior to July 1, 1995, Class III
shares of Treasury Portfolio, Domestic Portfolio, and Money Market
Portfolio had a 0.32% 12b-1 fee, which is reflected in figures after
the initial offering dates of Class III shares of these funds.
Effective July 1, 1995, Class III shares of Treasury Portfolio,
Domestic Portfolio, and Money Market Portfolio have a 0.25% 12b-1 fee,
which is reflected in figures after that date for Class III shares of
these funds. Effective November 1, 1995, Class III shares of Treasury
Only Portfolio and Tax-Exempt Portfolio have a 0.25% 12b-1 fee,
which is reflected in figures after that date for these funds.

The following tables show the growth in value of a hypothetical
$10,000 investment in each class of each fund during the 10-year
period ended March 31, 1999 or life of each fund, as applicable,
assuming all distributions were reinvested. Returns are based on past
results and are not an indication of future performance. Tax
consequences of different investments have not been factored into the
figures below.

TREASURY ONLY PORTFOLIO

HISTORICAL FUND RESULTS

During the period from October 3, 1990 (commencement of operations) to
March 31, 1999, a hypothetical $10,000 investment in Class I of
Treasury Only Portfolio would have grown to $ ___________ .

TREASURY ONLY PORTFOLIO -
CLASS I

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995+

1994

1993

1992

1991*

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TREASURY ONLY PORTFOLIO - INDEXES
CLASS I

Period Ended March 31 S&P 500 DJIA Cost of Living**

1999 $ $ $

1998

1997

1996

1995+

1994

1993

1992

1991*

</TABLE>

* From October 3, 1990 (commencement of operations)

** From month-end closest to initial investment date.

+ The fiscal year end of the fund changed from July 31 to March 31 in
February 1995.

Explanatory Notes: With an initial investment of $10,000 in Class I of
Treasury Only Portfolio on October 3, 1990 the net amount invested in
Class I shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $_______. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $________ for dividends. The fund did
not distribute any capital gains during the period.

During the period from October 3, 1990 (commencement of operations) to
the March 31, 1999, a hypothetical $10,000 investment in Class II of
Treasury Only Portfolio would have grown to $___________.

TREASURY ONLY PORTFOLIO -
CLASS II

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995+

1994

1993

1992

1991*

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TREASURY ONLY PORTFOLIO - INDEXES
CLASS II

Period Ended March 31 S&P 500 DJIA Cost of Living**

1999 $ $ $

1998

1997

1996

1995+

1994

1993

1992

1991*

</TABLE>

* From October 3, 1990 (commencement of operations)

** From month-end closest to initial investment date.

+ The fiscal year end of the fund changed from July 31 to March 31 in
February 1995.

Explanatory Notes: With an initial investment of $10,000 in Class II
of Treasury Only Portfolio on October 3, 1990 the net amount invested
in Class II shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $ ________. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $ ________ for
dividends. The fund did not distribute any capital gains during the
period.

During the period from October 3, 1990 (commencement of operations) to
March 31, 1999, a hypothetical $10,000 investment in Class III of
Treasury Only Portfolio would have grown to $ ___________ .

TREASURY ONLY PORTFOLIO -
CLASS III

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995+

1994

1993

1992

1991*

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TREASURY ONLY PORTFOLIO - INDEXES
CLASS III

Period Ended March 31 S&P 500 DJIA Cost of Living**

1999 $ $ $

1998

1997

1996

1995+

1994

1993

1992

1991*

</TABLE>

* From October 3, 1990 (commencement of operations)

** From month-end closest to initial investment date.

+ The fiscal year end of the fund changed from July 31 to March 31 in
February 1995.

Explanatory Notes: With an initial investment of $10,000 in Class III
of Treasury Only Portfolio on __________ the net amount
invested in Class III shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to
$ ________ . If distributions had not been reinvested, the amount
of distributions earned from the fund over time would have been
smaller, and cash payments for the period would have amounted to
$ ________ for dividends. The fund did not distribute any
capital gains during the period.

TREASURY PORTFOLIO

HISTORICAL FUND RESULTS

During the 10-year period ended March 31, 1999, a hypothetical $10,000
investment in Class I of Treasury Portfolio would have grown to
$ ___________.

TREASURY PORTFOLIO - CLASS I

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TREASURY PORTFOLIO - CLASS I INDEXES

Period Ended March 31 S&P 500 DJIA Cost of Living

1999 $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class I of
Treasury Portfolio on March 31, 1990, the net amount invested in Class
I shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $ _______ . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ _______ for
dividends. The fund did not distribute any capital gains during the
period.

During the 10-year period ended March 31, 1999, a hypothetical $10,000
investment in Class II of Treasury Portfolio would have grown to
$ ___________.

TREASURY PORTFOLIO - CLASS II

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TREASURY PORTFOLIO - CLASS II INDEXES

Period Ended March 31 S&P 500 DJIA Cost of Living

1999 $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class II
of Treasury Portfolio on March 31, 1990, the net amount invested in
Class II shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $ _______ . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ ______ for
dividends. The fund did not distribute any capital gains during the
period.
During the 10-year period ended March 31, 1999, a hypothetical $10,000
investment in Class III of Treasury Portfolio would have grown to
$ ___________.

TREASURY PORTFOLIO - CLASS III

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TREASURY PORTFOLIO - CLASS III INDEXES

Period Ended March 31 S&P 500 DJIA Cost of Living

1999 $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class III
of Treasury Portfolio on March 31, 1990, the net amount invested in
Class III shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $ _________ . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ ________ for
dividends. The fund did not distribute any capital gains during the
period.

GOVERNMENT PORTFOLIO

HISTORICAL FUND RESULTS

During the 10-year period ended March 31, 1999, a hypothetical $10,000
investment in Class I of Government Portfolio would have grown to
$ ___________ .

GOVERNMENT PORTFOLIO - CLASS I

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
GOVERNMENT PORTFOLIO - CLASS I INDEXES

Period Ended March 31 S&P 500 DJIA Cost of Living

1999 $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class I of
Government Portfolio on March 31, 1990, the net amount invested in
Class I shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $ _________ . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ _______ for
dividends. The fund did not distribute any capital gains during the
period.

During the 10-year period ended March 31, 1999, a hypothetical $10,000
investment in Class II of Government Portfolio would have grown to
$ ___________ .

GOVERNMENT PORTFOLIO - CLASS II

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
GOVERNMENT PORTFOLIO - CLASS II INDEXES

Period Ended March 31 S&P 500 DJIA Cost of Living

1999 $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class II
of Government Portfolio on March 31, 1990, the net amount invested in
Class II shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $ _______ . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ _______ for
dividends. The fund did not distribute any capital gains during the
period.

During the 10-year period ended March 31, 1999, a hypothetical $10,000
investment in Class III of Government Portfolio would have grown to
$ ___________ .

GOVERNMENT PORTFOLIO - CLASS
III

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
GOVERNMENT PORTFOLIO - CLASS INDEXES
III

Period Ended March 31 S&P 500 DJIA Cost of Living

1999 $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class III
of Government Portfolio on March 31, 1990, the net amount invested in
Class III shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $ ________. If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ _______ for
dividends. The fund did not distribute any capital gains during the
period.

DOMESTIC PORTFOLIO

HISTORICAL FUND RESULTS

During the period from November 3, 1989 (commencement of operations)
to March 31, 1999, a hypothetical $10,000 investment in Class I of
Domestic Portfolio would have grown to $ ___________ .

DOMESTIC PORTFOLIO - CLASS I

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990*

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
DOMESTIC PORTFOLIO - CLASS I INDEXES

Period Ended March 31 S&P 500 DJIA Cost of Living**

1999 $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990*

</TABLE>

* From November 3, 1989 (commencement of operations).

** From nearest month end.

Explanatory Notes: With an initial investment of $10,000 in Class I of
Domestic Portfolio on March 31, 1990, the net amount invested in Class
I shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $ ________ . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ _______ for
dividends. The fund did not distribute any capital gains during the
period.

During the period from November 3, 1989 (commencement of operations)
to March 31, 1999, a hypothetical $10,000 investment in Class II of
Domestic Portfolio would have grown to $ ___________ .

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
DOMESTIC PORTFOLIO - CLASS II

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990*

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
DOMESTIC PORTFOLIO - CLASS II INDEXES

Period Ended March 31 S&P 500 DJIA Cost of Living**

1999 $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990*

</TABLE>

* From November 3, 1989 (commencement of operations).

** From nearest month end.

Explanatory Notes: With an initial investment of $10,000 in Class II
of Domestic Portfolio on March 31, 1990, the net amount invested in
Class II shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $ __________ . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ ________ for
dividends. The fund did not distribute any capital gains during the
period.

During the period from November 3, 1989 (commencement of operations)
to March 31, 1999, a hypothetical $10,000 investment in Class III of
Domestic Portfolio would have grown to $ ___________ .

DOMESTIC PORTFOLIO - CLASS III

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990*

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
DOMESTIC PORTFOLIO - CLASS III INDEXES

Period Ended March 31 S&P 500 DJIA Cost of Living**

1999 $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990*

</TABLE>

* From November 3, 1989 (commencement of operations).

** From nearest month end.

Explanatory Notes: With an initial investment of $10,000 in Class III
of Domestic Portfolio on March 31, 1990, the net amount invested in
Class III shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $ _____________ . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ _________ for
dividends. The fund did not distribute any capital gains during the
period.

MONEY MARKET PORTFOLIO

HISTORICAL FUND RESULTS

During the 10-year period ended March 31, 1999, a hypothetical $10,000
investment in Class I of Money Market Portfolio would have grown to
$ ___________.

MONEY MARKET PORTFOLIO -
CLASS I

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
MONEY MARKET PORTFOLIO - INDEXES
CLASS I

Period Ended March 31 S&P 500 DJIA Cost of Living

1999 $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class I of
Money Market Portfolio on March 31, 1990, the net amount invested in
Class I shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $ _________. If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ ________ for
dividends. The fund did not distribute any capital gains during the
period.

During the 10-year period ended March 31, 1999, a hypothetical $10,000
investment in Class II of Money Market Portfolio would have grown to
$ ___________ .

MONEY MARKET PORTFOLIO -
CLASS II

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
MONEY MARKET PORTFOLIO - INDEXES
CLASS II

Period Ended March 31 S&P 500 DJIA Cost of Living

1999 $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class II
of Money Market Portfolio on March 31, 1990, the net amount invested
in Class II shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $ __________ . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ __________ for
dividends. The fund did not distribute any capital gains during the
period.

During the 10-year period ended March 31, 1999, a hypothetical $10,000
investment in Class III of Money Market Portfolio would have grown to
$ ___________ .

MONEY MARKET PORTFOLIO -
CLASS III

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
MONEY MARKET PORTFOLIO - INDEXES
CLASS III

Period Ended March 31 S&P 500 DJIA Cost of Living

1999 $ $ $

1998

1997

1996

1995

1994

1993

1992

1991

1990

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class III
of Money Market Portfolio on March 31, 1990, the net amount invested
in Class III shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $ _________ . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ _________ for
dividends. The fund did not distribute any capital gains during the
period.

TAX-EXEMPT PORTFOLIO

HISTORICAL FUND RESULTS

During the 10-year period ended March 31, 1999, a hypothetical $10,000
investment in Class I of Tax-Exempt Portfolio would have grown to
$ ___________ .

TAX-EXEMPT PORTFOLIO - CLASS I

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995+

1994

1993

1992

1991

1990

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TAX-EXEMPT PORTFOLIO - CLASS I INDEXES

Period Ended March 31 S&P 500 DJIA Cost of Living

1999 $ $ $

1998

1997

1996

1995+

1994

1993

1992

1991

1990

</TABLE>

+ The fiscal year end of the fund changed from May 31 to March 31 in
February 1995.

Explanatory Notes: With an initial investment of $10,000 in Class I of
Tax-Exempt Portfolio on March 31, 1990, the net amount invested in
Class I shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $ ________ . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ ________ for
dividends. The fund did not distribute any capital gains during the
period.

During the 10-year period ended March 31, 1999, a hypothetical $10,000
investment in Class II of Tax-Exempt Portfolio would have grown to
$ ___________ .

TAX-EXEMPT PORTFOLIO - CLASS II

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995+

1994

1993

1992

1991

1990

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TAX-EXEMPT PORTFOLIO - CLASS II INDEXES

Period Ended March 31 S&P 500 DJIA Cost of Living

1999 $ $ $

1998

1997

1996

1995+

1994

1993

1992

1991

1990

</TABLE>

+ The fiscal year end of the fund changed from May 31 to March 31 in
February 1995.

Explanatory Notes: With an initial investment of $10,000 in Class II
of Tax-Exempt Portfolio on March 31, 1990, the net amount invested in
Class II shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $ ____________ . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ _________ for
dividends. The fund did not distribute any capital gains during the
period.

During the 10-year period ended March 31, 1999, a hypothetical $10,000
investment in Class III of Tax-Exempt Portfolio would have grown to
$ ___________.

TAX-EXEMPT PORTFOLIO - CLASS
III

Period Ended March 31 Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ $ $ $

1998

1997

1996

1995+

1994

1993

1992

1991

1990

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
TAX-EXEMPT PORTFOLIO - CLASS INDEXES
III

Period Ended March 31 S&P 500 DJIA Cost of Living

1999 $ $ $

1998

1997

1996

1995+

1994

1993

1992

1991

1990

</TABLE>

+ The fiscal year end of the fund changed from May 31 to March 31 in
February 1995.

Explanatory Notes: With an initial investment of $10,000 in Class III
of Tax-Exempt Portfolio on March 31, 1990, the net amount invested in
Class III shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $ ________ . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $ _______ for
dividends. The fund did not distribute any capital gains during the
period.

PERFORMANCE COMPARISONS. A class's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed
as mutual fund rankings prepared by Lipper Analytical Services, Inc.
(Lipper), an independent service located in Summit, New Jersey that
monitors the performance of mutual funds. Generally, Lipper rankings
are based on return, assume reinvestment of distributions, do not take
sales charges or trading fees into consideration, and are prepared
without regard to tax consequences. Lipper may also rank based on
yield. In addition to the mutual fund rankings, a class's performance
may be compared to stock, bond, and money market mutual fund
performance indexes prepared by Lipper or other organizations. When
comparing these indexes, it is important to remember the risk and
return characteristics of each type of investment. For example, while
stock mutual funds may offer higher potential returns, they also carry
the highest degree of share price volatility. Likewise, money market
funds may offer greater stability of principal, but generally do not
offer the higher potential returns available from stock mutual funds.

From time to time, a class's performance may also be compared to other
mutual funds tracked by financial or business publications and
periodicals. For example, a class may quote Morningstar, Inc. in its
advertising materials. Morningstar, Inc. is a mutual fund rating
service that rates mutual funds on the basis of risk-adjusted
performance. Rankings that compare the performance of Fidelity funds
to one another in appropriate categories over specific periods of time
may also be quoted in advertising.

A class may be compared in advertising to Certificates of Deposit
(CDs) or other investments issued by banks or other depository
institutions. Mutual funds differ from bank investments in several
respects. For example, a fund may offer greater liquidity or higher
potential returns than CDs, a fund does not guarantee your principal
or your return, and fund shares are not FDIC insured.

Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial
strategies. Such information may include information about current
economic, market, and political conditions; materials that describe
general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires
designed to help create a personal financial profile; worksheets used
to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and action plans offering investment
alternatives. Materials may also include discussions of Fidelity's
asset allocation funds and other Fidelity funds, products, and
services.

Ibbotson Associates of Chicago, Illinois (Ibbotson) provides
historical returns of the capital markets in the United States,
including common stocks, small capitalization stocks, long-term
corporate bonds, intermediate-term government bonds, long-term
government bonds, Treasury bills, the U.S. rate of inflation (based on
the Consumer Price Index), and combinations of various capital
markets. The performance of these capital markets is based on the
returns of different indexes .

Fidelity funds may use the performance of these capital markets in
order to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with
the security types in any capital market may or may not correspond
directly to those of the funds. Ibbotson calculates returns in the
same method as the funds. The funds may also compare performance to
that of other compilations or indexes that may be developed and made
available in the future.

A class may compare its performance or the performance of securities
in which it may invest to averages published by IBC Financial Data,
Inc. of Ashland, Massachusetts. These averages assume reinvestment of
distributions. IBC's MONEY FUND REPORT AVERAGES(trademark)/Government,
which is reported in IBC's MONEY FUND REPORT(trademark), covers
over ___ government money market funds. IBC's MONEY FUND REPORT
AVERAGES(trademark)/All Taxable, which is reported on IBC's MONEY FUND
REPORT(trademark), covers over ____ taxable money market funds;
and IBC MONEY FUND AVERAGES/All Tax-Free, which is reported on IBC's
MONEY FUND REPORT(trademark), covers over ___ tax-free money
market funds.

In advertising materials, Fidelity may reference or discuss its
products and services, which may include other Fidelity funds;
retirement investing; brokerage products and services; model
portfolios or allocations; saving for college or other goals; and
charitable giving. In addition, Fidelity may quote or reprint
financial or business publications and periodicals as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services
and products. Fidelity may also reprint, and use as advertising and
sales literature, articles from Fidelity Focus(Registered trademark),
a quarterly magazine provided free of charge to Fidelity fund
shareholders.

A class may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote the fund's current portfolio
manager.

A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which
may produce superior after-tax returns over time. For example, a
$1,000 investment earning a taxable return of 10% annually would have
an after-tax value of $1,949 after ten years, assuming tax was
deducted from the return each year at a 31% rate. An equivalent
tax-deferred investment would have an after-tax value of $2,100 after
ten years, assuming tax was deducted at a 31% rate from the
tax-deferred earnings at the end of the ten-year period.

As of March 31, 1999, FMR advised over $ __ billion in municipal
fund assets, $ __ billion in taxable fixed-income fund assets,
$ __ billion in money market fund assets, $ ___ billion in
equity fund assets, $ __ billion in international fund assets,
and $ ___ billion in Spartan fund assets. The funds may
reference the growth and variety of money market mutual funds and the
adviser's innovation and participation in the industry. The equity
funds under management figure represents the largest amount of equity
fund assets under management by a mutual fund investment adviser in
the United States, making FMR America's leading equity (stock) fund
manager. FMR, its subsidiaries, and affiliates maintain a worldwide
information and communications network for the purpose of researching
and managing investments abroad.

In addition to performance rankings, each class of a fund may compare
its total expense ratio to the average total expense ratio of similar
funds tracked by Lipper. A class's total expense ratio is a
significant factor in comparing bond and money market investments
because of its effect on yield.

ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION

If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are
valued in computing each class's NAV. Shareholders receiving
securities or other property on redemption may realize a gain or loss
for tax purposes, and will incur any costs of sale, as well as the
associated inconveniences.

DISTRIBUTIONS AND TAXES

DIVIDENDS. Because each fund's income is primarily derived from
interest, dividends from the fund generally will not qualify for the
dividends-received deduction available to corporate shareholders.
Short-term capital gains are taxable as dividends, but do not qualify
for the dividends-received deduction.

Tax-Exempt Portfolio purchases municipal securities whose interest FMR
believes is free from federal income tax. Generally, issuers or other
parties have entered into covenants requiring continuing compliance
with federal tax requirements to preserve the tax-free status of
interest payments over the life of the security. If at any time the
covenants are not complied with, or if the IRS otherwise determines
that the issuer did not comply with relevant tax requirements,
interest payments from a security could become federally taxable
retroactive to the date the security was issued. For certain types of
structured securities, the tax status of the pass-through of tax-free
income may also be based on the federal tax treatment of the
structure.

Interest on certain "private activity" securities is subject to the
federal alternative minimum tax (AMT), although the interest continues
to be excludable from gross income for other tax purposes. Interest
from private activity securities will be considered tax-exempt for
purposes of Tax-Exempt Portfolio's policy of investing so that at
least 80% of its income distributions is free from federal income tax.
Interest from private activity securities is a tax preference item for
the purposes of determining whether a taxpayer is subject to the AMT
and the amount of AMT to be paid, if any.

A portion of the gain on municipal bonds purchased at market discount
after April 30, 1993 is taxable to shareholders as ordinary income,
not as capital gains. Dividends resulting from a recharacterization of
gain from the sale of bonds purchased at market discount after April
30, 1993 are not considered income for purposes of Tax-Exempt
Portfolio's policy of investing so that at least 80% of its income
distributions is free from federal income tax.

CAPITAL GAINS DISTRIBUTIONS. Each fund may distribute any
net realized capital gains once a year or more often, as
necessary.

[As of March 31 , 1999, Treasury Only Portfolio had a capital
loss carryforward aggregating approximately $____. This loss
carryforward, of which $___, $___, and $___will expire on March
31 , 199_, ____, and ____ , respectively, is available to offset
future capital gains.]

[As of March 31 , 1999, Treasury Portfolio had a capital loss
carryforward aggregating approximately $____. This loss carryforward,
of which $___, $___, and $___will expire on March 31 , 199_,
____, and ____ , respectively, is available to offset future capital
gains.]

[As of March 31 , 1999, Government Portfolio had a capital
loss carryforward aggregating approximately $____. This loss
carryforward, of which $___, $___, and $___will expire on March
31 , 199_, ____, and ____ , respectively, is available to offset
future capital gains.]

[As of March 31 , 1999, Domestic Portfolio had a capital loss
carryforward aggregating approximately $____. This loss carryforward,
of which $___, $___, and $___will expire on March 31 , 199_,
____, and ____ , respectively, is available to offset future capital
gains.]

[As of March 31 , 1999, Money Market Portfolio had a capital
loss carryforward aggregating approximately $____. This loss
carryforward, of which $___, $___, and $___will expire on March
31 , 199_, ____, and ____ , respectively, is available to offset
future capital gains.]

[As of March 31 , 1999, Tax-Exempt Portfolio had a capital
loss carryforward aggregating approximately $____. This loss
carryforward, of which $___, $___, and $___will expire on March
31 , 199_, ____, and ____ , respectively, is available to offset
future capital gains.]

STATE AND LOCAL TAX ISSUES. For mutual funds organized as business
trusts, state law provides for a pass-through of the state and local
income tax exemption afforded to direct owners of U.S. Government
securities. Some states limit this pass-through to mutual funds that
invest a certain amount in U.S. Government securities, and some types
of securities, such as repurchase agreements and some agency-backed
securities, may not qualify for this benefit. The tax treatment of
your dividends from a fund will be the same as if you directly owned a
proportionate share of the U.S. Government securities. Because the
income earned on certain U.S. Government securities is exempt from
state and local personal income taxes, the portion of dividends from a
fund attributable to these securities will also be free from state and
local personal income taxes. The exemption from state and local
personal income taxation does not preclude states from assessing other
taxes on the ownership of U.S. Government securities .

TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" under Subchapter M of the Internal
Revenue Code so that it will not be liable for federal tax on income
and capital gains distributed to shareholders. In order to qualify as
a regulated investment company, and avoid being subject to federal
income or excise taxes at the fund level, each fund intends to
distribute substantially all of its net investment income and net
realized capital gains within each calendar year as well as on a
fiscal year basis, and intends to comply with other tax rules
applicable to regulated investment companies.

OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting each fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. It is up to you or your tax preparer to determine
whether the sale of shares of a fund resulted in a capital gain or
loss or other tax consequence to you. In addition to federal income
taxes, shareholders may be subject to state and local taxes on fund
distributions, and shares may be subject to state and local personal
property taxes. Investors should consult their tax advisers to
determine whether a fund is suitable to their particular tax
situation.

TRUSTEES AND OFFICERS

The Trustees, Members of the Advisory Board, and executive officers of
the trust are listed below. The Board of Trustees governs each fund
and is responsible for protecting the interests of shareholders. The
Trustees are experienced executives who meet periodically throughout
the year to oversee each fund's activities, review contractual
arrangements with companies that provide services to [the/each fund,
and review each fund's performance. Except as indicated, each
individual has held the office shown or other offices in the same
company for the last five years. All persons named as Trustees and
Members of the Advisory Board also serve in similar capacities for
other funds advised by FMR or its affiliates. The business address of
each Trustee, Member of the Advisory Board, and officer who is an
"interested person" (as defined in the 1940 Act) is 82 Devonshire
Street, Boston, Massachusetts 02109, which is also the address of FMR.
The business address of all the other Trustees is Fidelity
Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235. Those
Trustees who are "interested persons" by virtue of their affiliation
with either the trust or FMR are indicated by an asterisk (*).

*EDWARD C. JOHNSON 3d ( 69 ), Trustee and President, is Chairman,
Chief Executive Officer and a Director of FMR Corp.; a Director and
Chairman of the Board and of the Executive Committee of FMR; Chairman
and a Director of Fidelity Investments Money Management, Inc. (1998),
Fidelity Management & Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.

J. GARY BURKHEAD ( 58 ), Member of the Advisory Board (1997), is
Vice Chairman and a Member of the Board of Directors of FMR Corp.
(1997) and President of Fidelity Personal Investments and Brokerage
Group (1997). Previously, Mr. Burkhead served as President of Fidelity
Management & Research Company.

RALPH F. COX ( 67 ), Trustee, is President of RABAR Enterprises
(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 ( 68 ), Trustee. Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of
BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores),
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 ( 56 ), Trustee (1997), is a consultant, author,
and lecturer (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 a Director of 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). Mr. Gates also is a Trustee of the Forum for International
Policy and of the Endowment Association of the College of William and
Mary. In addition, he is a member of the National Executive Board of
the Boy Scouts of America.

E. BRADLEY JONES ( 72 ), Trustee. Prior to his retirement in
1984, Mr. Jones was Chairman and Chief Executive Officer of LTV Steel
Company. He is a Director of TRW Inc. (original equipment and
replacement products), 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 ( 67 ), Trustee, is Executive-in-Residence (1995)
at Columbia University Graduate School of Business and a financial
consultant. From 1987 to January 1995, Mr. Kirk was a Professor at
Columbia University Graduate School of Business. Prior to 1987, he was
Chairman of the Financial Accounting Standards Board. Mr. Kirk is a
Director of General Re Corporation (reinsurance), and he previously
served as a Director of Valuation Research Corp. (appraisals and
valuations, 1993-1995). In addition, he serves as Chairman of the
Board of Directors of National Arts Stabilization Inc., Chairman of
the Board of Trustees of the Greenwich Hospital Association, Director
of the Yale-New Haven Health Services Corp. (1998), 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 ( 57 ), Trustee, is Vice Chairman and Director of
FMR. 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 ( 66 ), Trustee (1997), is the Vice President of
Finance for the 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 ( 71 ), Trustee and Chairman of the
non-interested Trustees, is Chairman of G.M. Management Group
(strategic advisory services). Mr. McDonough is a Director of York
International Corp. (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 and Brush-Wellman Inc. (metal
refining) from 1983-1997.

MARVIN L. MANN ( 66 ), Trustee (1993), is Chairman of the Board,
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).

*ROBERT C. POZEN ( 53 ), Trustee (1997) and Senior Vice
President, is also President and a Director of FMR (1997); and
President and a Director of Fidelity Investments Money Management,
Inc. (1998), 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 ( 71 ), Trustee, is President of The Wales
Group, Inc. (management and financial advisory services). Prior to
retiring in 1987, Mr. Williams served as Chairman of the Board of
First Wachovia Corporation (bank holding company), and Chairman and
Chief Executive Officer of The First National Bank of Atlanta and
First Atlanta Corporation (bank holding company). He is currently a
Director of ConAgra, Inc. (agricultural products), Georgia Power
Company (electric utility), National Life Insurance Company of
Vermont, American Software, Inc., and AppleSouth, Inc. (restaurants,
1992).

BOYCE I. GREER ( 44 ), is Vice President of Money Market Funds
(1997), Group Leader of the Money Market Group (1997), Senior Vice
President of FMR (1997), and Vice President of FIMM (1998). Mr. Greer
served as the Leader of the Fixed-Income Group for Fidelity Management
Trust Company (1993-1995) and was Vice President and Group Leader of
Municipal Fixed-Income Investments (1996-1997).

FRED L. HENNING, JR. ( 59 ), is Vice President of Fidelity's
Fixed-Income Group (1995), Senior Vice President of FMR (1995), and
Senior Vice President of FIMM (1998). Before assuming his current
responsibilities, Mr. Henning was head of Fidelity's Money Market
Division.

ROBERT LITTERST

SCOTT A. ORR

ROBERT DUBY

JOHN TODD

ERIC D. ROITER ( 50 ), Secretary (1998), is Vice President (1998)
and General Counsel of FMR (1998). Mr. Roiter was an Adjunct Member,
Faculty of Law, at Columbia University Law School (1996-1997). Prior
to joining Fidelity, Mr. Roiter was a partner at Debevoise & Plimpton
(1981-1997) and served as an Assistant General Counsel of the U.S.
Securities and Exchange Commission (1979-1981).

RICHARD A. SILVER ( 53 ), Treasurer (1997), is Treasurer of the
Fidelity funds and is an employee of FMR (1997). Before joining FMR,
Mr. Silver served as Executive Vice President, Fund Accounting &
Administration at First Data Investor Services Group, Inc.
(1996-1997). Prior to 1996, Mr. Silver was Senior Vice President and
Chief Financial Officer at The Colonial Group, Inc. Mr. Silver also
served as Chairman of the Accounting/Treasurer's Committee of the
Investment Company Institute (1987-1993).

MATTHEW N. KARSTETTER ( 37 ), Deputy Treasurer (1998), is Deputy
Treasurer of the Fidelity funds and is an employee of FMR (1998).
Before joining FMR, Mr. Karstetter served as Vice President of
Investment Accounting and Treasurer of IDS Mutual Funds at American
Express Financial Advisors (1996-1998). Prior to 1996, Mr. Karstetter
was Vice President, Mutual Fund Services at State Street Bank & Trust
(1991-1996).

STANLEY N. GRIFFITH ( 53 ), Assistant Vice President (1998), is
Assistant Vice President of Fidelity's Fixed-Income Funds (1998) and
an employee of FMR Corp.

JOHN H. COSTELLO ( 53 ), Assistant Treasurer, is an employee of
FMR.

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).

THOMAS J. SIMPSON ( 41 ), Assistant Treasurer (1996), is
Assistant Treasurer of Fidelity's Fixed-Income Funds (1998) and an
employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice
President and Fund Controller of Liberty Investment Services
(1987-1995).

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, 199 8, as applicable.

COMPENSATION TABLE

AGGREGATE COMPENSATION
FROM A J. Gary Burkhead** Ralph F. Cox Phyllis Burke Davis Robert M. Gates Edward C. Johnson 3d**
FUND

Treasury Only Portfolio
[B,]C $ 0 $ $ [$ ] $ 0

Treasury Portfolio
[B,] D $ 0 $ $ [$ ] $ 0

Government Portfolio
[B,] E $ 0 $ $ [$ ] $ 0

Domestic Portfolio
[B,] F $ 0 $ $ [$ ] $ 0

Money Market Portfolio
[B,] F $ 0 $ $ [$ ] $ 0

Tax-Exempt Portfolio
[B,] F $ 0 $ $ [$ ] $ 0

TOTAL COMPENSATION FROM
THE $ 0 $223,500 $220,500 [$223,500] $ 0
FUND COMPLEX*, A

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
AGGREGATE COMPENSATION FROM A E. Bradley Jones Donald J. Kirk Peter S. Lynch ** William O. McCoy Gerald C. McDonough
FUND

Treasury Only Portfolio [B,]C $ $ $ 0 [$ ] $

Treasury Portfolio [B,] D $ $ $ 0 [$ ] $

Government Portfolio [B,] E $ $ $ 0 [$ ] $

Domestic Portfolio [B,] F $ $ $ 0 [$ ] $

Money Market Portfolio [B,] F $ $ $ 0 [$ ] $

Tax-Exempt Portfolio [B,] F $ $ $ 0 [$ ] $

TOTAL COMPENSATION FROM THE $222,000 $226,500 $ 0 [$223,500] $273,500
FUND COMPLEX*, A

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
AGGREGATE COMPENSATION FROM A Marvin L. Mann Robert C. Pozen ** Thomas R. Williams
FUND

Treasury Only Portfolio [B,]C $ [$ 0] $

Treasury Portfolio [B,] D $ [$ 0] $

Government Portfolio [B,] E $ [$ 0] $

Domestic Portfolio [B,] F $ [$ 0] $

Money Market Portfolio [B,] F $ [$ 0] $

Tax-Exempt Portfolio [B,] F $ [$ 0] $

TOTAL COMPENSATION FROM THE $220,500 [$ 0] $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 and Mr. Burkhead are compensated
by FMR.

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, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.]

[D The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.]

[E The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.]

[F The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.]

[G The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.]

[H The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.]

[I Certain of the non-interested Trustees' aggregate compensation
from a fund includes accrued voluntary deferred compensation as
follows: [trustee name, dollar amount of deferred compensation, fund
name]; [trustee name, dollar amount of deferred compensation, fund
name]; and [trustee name, dollar amount of deferred compensation, fund
name].]

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 subject to vesting and 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 ___________, approximately __% of [Fund Name(s)]'s total
outstanding shares was held by [FMR] [[and] [an] FMR affiliate[s]].
FMR Corp. is the ultimate parent company of [FMR] [[and] [this/these]
FMR affiliate[s]]. By virtue of his ownership interest in FMR Corp.,
as described in the "Control of Investment Advisers" section on page
___, Mr. Edward C. Johnson 3d, President and Trustee of the fund, may
be deemed to be a beneficial owner of these shares. As of the above
date, with the exception of Mr. Johnson 3d's deemed ownership of [Fund
Name(s)]'s shares, the Trustees, Members of the Advisory Board, and
officers of the funds owned, in the aggregate, less than __% of each
fund's total outstanding shares.]

[As of ____________, the Trustees, Members of the Advisory Board,
and officers of each fund owned, in the aggregate, less than __% of
each fund's total outstanding shares.]

[As of ____________ , the following owned of record or
beneficially 5% or more (up to and including 25%) of each class's
outstanding shares:]

[As of _______________, approximately ____% of __________'s total
outstanding shares were held by __________; approximately ___% of
___________'s total outstanding shares were held by _____________; and
approximately ___% of _________'s total outstanding shares were held
by _____________.]

[A shareholder owning of record or beneficially more than 25% of a
fund's outstanding shares may be considered a controlling person. That
shareholder's vote could have a more significant effect on matters
presented at a shareholders' meeting than votes of other
shareholders.]

CONTROL OF INVESTMENT ADVISERS

FMR Corp., organized in 1972, is the ultimate parent company of FMR
and FIMM. The voting common stock of FMR Corp. is divided into two
classes. Class B is held predominantly by members of the Edward C.
Johnson 3d family and is entitled to 49% of the vote on any matter
acted upon by the voting common stock. Class A is held predominantly
by non-Johnson family member employees of FMR Corp. and its affiliates
and is entitled to 51% of the vote on any such matter. The Johnson
family group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares will be
voted in accordance with the majority vote of Class B shares. Under
the Investment Company Act of 1940 (1940 Act), control of a company is
presumed where one individual or group of individuals owns more than
25% of the voting stock of that company. Therefore, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may be
deemed, under the 1940 Act, to form a controlling group with respect
to FMR Corp.

At present, the principal operating activities of FMR Corp. are
those conducted by its division, Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within
the Fidelity organization.

Fidelity investment personnel may invest in securities for their
own investment accounts pursuant to a code of ethics that sets forth
all employees' fiduciary responsibilities regarding the funds,
establishes procedures for personal investing and restricts certain
transactions. For example, all personal trades in most securities
require pre-clearance, and participation in initial public offerings
is prohibited. In addition, restrictions on the timing of personal
investing in relation to trades by Fidelity funds and on short-term
trading have been adopted.

MANAGEMENT CONTRACTS

Each fund has entered into a management contract with FMR, pursuant
to which FMR furnishes investment advisory and other services.

MANAGEMENT SERVICES. Under the terms of its management
contract with each fund, FMR acts as investment adviser and, subject
to the supervision of the Board of Trustees, directs the investments
of the fund in accordance with its investment objective, policies and
limitations. FMR also provides each fund with all necessary office
facilities and personnel for servicing the fund's investments,
compensates all officers of each fund and all Trustees who are
"interested persons" of the trust or of FMR, and all personnel of each
fund or FMR performing services relating to research, statistical and
investment activities.

In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of each fund. These services include
providing facilities for maintaining each fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters and other persons dealing with each fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining each fund's records and the
registration of each fund's shares under federal securities laws and
making necessary filings under state securities laws; developing
management and shareholder services for each fund; and furnishing
reports, evaluations and analyses on a variety of subjects to the
Trustees.

MANAGEMENT-RELATED EXPENSES. In addition to the management fee payable
to FMR and the fees payable to the transfer, dividend disbursing, and
shareholder servicing agent, and pricing and bookkeeping agent each
fund or each class thereof, as applicable, pays all of its expenses
that are not assumed by those parties. Each fund pays for the
typesetting, printing, and mailing of its proxy materials to
shareholders, legal expenses, and the fees of the custodian, auditor
and non-interested Trustees. Each fund's management contract further
provides that the fund will pay for typesetting, printing, and mailing
prospectuses, statements of additional information, notices, and
reports to shareholders; however, under the terms of each fund's
transfer agent agreement, the transfer agent bears the costs of
providing these services to existing shareholders of the applicable
classes. Other expenses paid by each fund include interest, taxes,
brokerage commissions, the fund's proportionate share of insurance
premiums and Investment Company Institute dues, and the costs of
registering shares under federal securities laws and making necessary
filings under state securities laws. Each fund is also liable for such
non-recurring expenses as may arise, including costs of any litigation
to which the fund may be a party, and any obligation it may have to
indemnify its officers and Trustees with respect to litigation.

MANAGEMENT FEES. For the services of FMR under each management
contract, each fund pays FMR a monthly management fee at the annual
rate of 0.20% of the fund's average net assets throughout the month.

The following table shows the amount of management fees paid by each
fund to FMR for the past three fiscal years.

Fund Fiscal Years Ended March 31 Management Fees Paid to FMR

Treasury Only Portfolio 1999 $

1998 $

1997 $

Treasury Portfolio 1999 $

1998 $

1997 $

Government Portfolio 1999 $

1998 $

1997 $

Domestic Portfolio 1999 $

1998 $

1997 $

Money Market Portfolio 1999 $

1998 $

1997 $

Tax-Exempt Portfolio 1999 $

1998 $

1997 $

</TABLE>

FMR may, from time to time, voluntarily reimburse all or a portion of
a class's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to
be repaid for these expense reimbursements in the amount that expenses
fall below the limit prior to the end of the fiscal year.

Expense reimbursements by FMR will increase a class's returns and
yield, and repayment of the reimbursement by a class will lower its
returns and yield.

During the past three fiscal years, FMR voluntarily agreed to
reimburse Class I, Class II and Class III if and to the extent
that its aggregate operating expenses, including management fees but
excluding any applicable 12b-1 fees, were in excess of an annual rate
of its average net assets. For the fiscal years ended March 31,
1999 , 1998, and 1997, management fees incurred under the fund's
contract prior to reimbursement amounted to $ _________ ,
$ ___________ , and $ _________ , respectively (after
reduction for compensation to the non-interested Trustees), and
management fees reimbursed by FMR amounted to $ _________,
$___________ , and $ _________ , respectively.

Aggregate Operating Expense Fiscal Years Ended March 31 Management Fee Before Amount of Management Fee
Limitation Reimbursement Reimbursement

Treasury Only
Portfolio % 1999 $ [*] $

Treasury
Portfolio % 1999 $ [*] $

Government
Portfolio % 1999 $ [*] $

Domestic
Portfolio % 1999 $ [*] $

Money Market
Portfolio % 1999 $ [*] $

Tax-Exempt
Portfolio % 1999 $ [*] $

</TABLE>

SUB-ADVISER. FMR has entered into a sub-advisory agreement with FIMM
pursuant to which FIMM has primary responsibility for choosing
investments for the funds. Previously, FMR Texas Inc. (FMR Texas) had
primary responsibility for providing investment management services to
the funds. On January 23, 1998, FMR Texas was merged into FIMM, which
succeeded to the operations of FMR Texas.

Under the terms of the sub-advisory agreement, FMR pays FIMM fees
equal to 50% of the management fee payable to FMR under its management
contract with each fund. The fees paid to FIMM are not reduced by any
voluntary or mandatory expense reimbursements that may be in effect
from time to time.

Fees paid to FMR Texas and FIMM by FMR on behalf of the funds for the
past three fiscal years are shown in the table below.

Fund Fiscal Year Ended March 31 Fees Paid to FMR Texas Fees Paid to FIMM

Treasury Only Portfolio 1999 $ $

1998 $ $

1997 $ $

Treasury Portfolio 1999 $ $

1998 $ $

1997 $ $

Government Portfolio 1999 $ $

1998 $ $

1997 $ $

Domestic Portfolio 1999 $ $

1998 $ $

1997 $ $

Money Market Portfolio 1999 $ $

1998 $ $

1997 $ $

Tax-Exempt Portfolio 1999 $ $

1998 $ $

1997 $ $

</TABLE>

DISTRIBUTION SERVICES

Each fund has entered into a distribution agreement with FDC, an
affiliate of FMR. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc. The distribution agreements
call for FDC to use all reasonable efforts, consistent with its other
business, to secure purchasers for shares of the fund, which are
continuously offered at NAV. Promotional and administrative expenses
in connection with the offer and sale of shares are paid by FMR.

The Trustees have approved a Distribution and Service Plan on behalf
of Class I, Class II and Class III of each fund (the Plans) pursuant
to Rule 12b-1 under the 1940 Act (the Rule). The Rule provides in
substance that a mutual fund may not engage directly or indirectly in
financing any activity that is primarily intended to result in the
sale of shares of the fund except pursuant to a plan approved on
behalf of the fund under the Rule. The Plans, as approved by the
Trustees, allow Class I, Class II and Class III and FMR to incur
certain expenses that might be considered to constitute direct or
indirect payment by the funds of distribution expenses.

Pursuant to the Class II Plan for each fund, FDC is paid a monthly
12b-1 fee at an annual rate of 0.15% of Class II's average net assets
determined at the close of business on each day throughout the month.

Currently, FDC may reallow to intermediaries (such as banks,
broker-dealers and other service-providers) up to the full amount of
12b-1 fees paid by Class II for providing services intended to result
in the sale of Class II shares and/or shareholder support
services.

Pursuant to the Class III Plan for each fund, FDC is paid a monthly
12b-1 fee at an annual rate of 0.25% of Class III's average net assets
determined at the close of business on each day throughout the month.

Currently, FDC may reallow to intermediaries (such as banks,
broker-dealers and other service-providers) up to the full amount of
12b-1 fees paid by Class III for providing services intended to result
in the sale of Class III shares and/or shareholder support
services.

For Class II of each fund, the chart below shows the fees paid to
FDC, the amounts paid to intermediaries and the fees retained by FDC
for the fiscal year ended March 31, 1999.

Fund Fees paid to FDC Fees retained by FDC Fees paid to Intermediaries

Treasury Only Portfolio $ $ [*] $

Treasury Portfolio $ $ [*] $

Government Portfolio $ $ [*] $

Domestic Portfolio $ $ [*] $

Money Market Portfolio $ $ [*] $

Tax-Exempt Portfolio $ $ [*] $

</TABLE>

For Class III of each fund, the chart below shows the fees paid to
FDC, the amounts paid to intermediaries and the fees retained by FDC
for the fiscal year ended March 31, 1999.

Fund Fees paid to FDC Fees retained by FDC Fees paid to Intermediaries

Treasury Only Portfolio $ $ [*] $

Treasury Portfolio $ $ [*] $

Government Portfolio $ $ [*] $

Domestic Portfolio $ $ [*] $

Money Market Portfolio $ $ [*] $

Tax-Exempt Portfolio $ $ [*] $

</TABLE>

* Amounts retained by FDC represent fees paid to FDC but not yet
reallowed to intermediaries as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to
intermediaries. Amounts not eligible for reallowance are retained by
FDC for use in its capacity as distributor.

Under Class I Plan, if the payment of management fees by the fund to
FMR is deemed to be indirect financing by the fund of the distribution
of its shares, such payment is authorized by the Plan. The Class I
Plan specifically recognizes that FMR may use its management fee
revenue, as well as its past profits or its other resources, to pay
FDC for expenses incurred in connection with providing services
intended to result in the sale of Class I shares and/or shareholder
support services. In addition, the Class I Plan provides that FMR,
directly or through FDC, may pay intermediaries, such as banks,
broker-dealers and other service-providers, that provide those
services. Currently, the Board of Trustees has authorized such
payments for Class I shares of each fund .

Under Class II and Class III Plans, if the payment of management fees
by the fund to FMR is deemed to be indirect financing by the fund of
the distribution of its shares, such payment is authorized by the
Plans. Class II and Class III Plans specifically recognize that FMR
may use its management fee revenue, as well as its past profits or its
other resources, to pay FDC for expenses incurred in connection with
providing services intended to result in the sale of Class II and
Class III shares and/or shareholder support services, including
payments made to intermediaries that provide those services.
Currently, the Board of Trustees has authorized such payments for
Class II and Class III shares of each fund .

[Payments made by FMR either directly or through FDC to
intermediaries for the fiscal year ended 1999 amounted to $______ for
Class I $______ for Class II and $______ for Class III.

[FMR made no payments either directly or through FDC to
intermediaries for the fiscal year ended 1999.

Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and
determined that there is a reasonable likelihood that the Plan will
benefit the applicable class of the fund and its shareholders . In
particular, the Trustees noted that the Class I Plan does not
authorize payments by Class I of the fund other than those made to FMR
under its management contract with the fund. To the extent that each
Plan gives FMR and FDC greater flexibility in connection with the
distribution of shares of the applicable class, additional sales of
fund shares or stabilization of cash flows may result. Furthermore,
certain shareholder support services may be provided more effectively
under the Plans by local entities with whom shareholders have other
relationships.

Each Class II and Class III Plan does not provide for specific
payments by Class II and Class III of any of the expenses of FDC, or
obligate FDC or FMR to perform any specific type or level of
distribution activities or incur any specific level of expense in
connection with distribution activities.

The Glass-Steagall Act generally prohibits federally and state
chartered or supervised banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope
of this prohibition under the Glass-Steagall Act has not been clearly
defined by the courts or appropriate regulatory agencies, FDC believes
that the Glass-Steagall Act should not preclude a bank from performing
shareholder support services, or servicing and recordkeeping
functions. FDC intends to engage banks only to perform such functions.
However, changes in federal or state statutes and regulations
pertaining to the permissible activities of banks and their affiliates
or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions,
if any, would be necessary to continue to provide efficient and
effective shareholder services. In such event, changes in the
operation of the funds might occur, including possible termination of
any automatic investment or redemption or other services then provided
by the bank. It is not expected that shareholders would suffer any
adverse financial consequences as a result of any of these
occurrences. In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein, and
banks and other financial institutions may be required to register as
dealers pursuant to state law.

Each fund may execute portfolio transactions with, and purchase
securities issued by, depository institutions that receive payments
under the Plans. No preference for the instruments of such depository
institutions will be shown in the selection of investments.

TRANSFER AND SERVICE AGENT AGREEMENTS

Each class of Treasury Only Portfolio, Treasury Portfolio, Government
Portfolio, Domestic Portfolio , and Money Market Portfolio has
entered into a transfer agent agreement with FIIOC, an affiliate of
FMR. Under the terms of the agreements, FIIOC performs transfer
agency, dividend disbursing, and shareholder services for each class
of each fund.

Each class of Tax-Exempt Portfolio has entered into a transfer agent
agreement with UMB, which is located at 1010 Grand Avenue, Kansas
City, Missouri. Under the terms of the agreements, UMB provides
transfer agency, dividend disbursing, and shareholder services for
each class of the fund. UMB 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 UMB.

For providing transfer agency services, FIIOC receives an asset-based
fee paid monthly with respect to each account in a fund.

FIIOC pays out-of-pocket expenses associated with providing transfer
agent services. In addition, FIIOC bears the expense of typesetting,
printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
existing shareholders, with the exception of proxy statements.

Each of Treasury Only Portfolio, Treasury Portfolio, Government
Portfolio, Domestic Portfolio, and Money Market Portfolio (the taxable
funds) has also entered into a service agent agreement with FSC.
Under the terms of the agreements, FSC calculates the NAV and
dividends for each class of each fund and maintains each fund's
portfolio and general accounting records.

Tax-Exempt Portfolio has also entered into a service agent agreement
with UMB. Under the terms of the agreement, UMB provides pricing and
bookkeeping services for the fund. UMB 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 UMB.

For providing pricing and bookkeeping services, FSC receives a monthly
fee based on each fund's average daily net assets throughout the
month .

The annual rates for pricing and bookkeeping services for the funds
are 0.0150% of the first $500 million of average net assets, 0.0075%
of average net assets between $500 million and $10 billion, and
0.0010% of average net assets in excess of $10 billion. The fee, not
including reimbursement for out-of-pocket expenses, is limited to a
minimum of $40,000 per year.

Pricing and bookkeeping fees, including reimbursement for
out-of-pocket expenses, paid by the funds to FSC for the past three
fiscal years are shown in the table below.

Fund 1999 1998 1997

Treasury Only Portfolio $ $ $

Treasury Portfolio $ $ $

Government Portfolio $ $ $

Domestic Portfolio $ $ $

Money Market Portfolio $ $ $

Tax-Exempt Portfolio $ $ $

DESCRIPTION OF THE TRUST

TRUST ORGANIZATION. Each fund is a fund of Colchester Street Trust, an
open-end management investment company organized as a Delaware
business trust on June 20, 1991.On May 29, 1998, Colchester Street
Trust changed its name from Fidelity Institutional Cash Portfolios to
Colchester Street Trust. On May 29, 1998, each fund changed its name
from Treasury Only, Treasury, Government, Domestic, Money Market and
Tax-Exempt to Treasury Only Portfolio, Treasury Portfolio, Government
Portfolio, Domestic Portfolio, Money Market Portfolio and Tax-Exempt
Portfolio, respectively. Currently, there are six funds of Colchester
Street Trust: Treasury Only Portfolio, Treasury Portfolio, Government
Portfolio, Domestic Portfolio, Money Market Portfolio and Tax-Exempt
Portfolio. The Trust Instrument permits the Trustees to create
additional funds.

The assets of the trust received for the issue or sale of shares of
each fund and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and
constitute the underlying assets of such fund. The underlying
assets of each fund in the trust shall be charged with the liabilities
and expenses attributable to such fund, except that liabilities and
expenses may be allocated to a particular class. Any general expenses
of the trust shall be allocated between or among any one or more of
the funds or classes.

SHAREHOLDER LIABILITY. The trust is a business trust organized
under Delaware law. Delaware law provides that shareholders shall be
entitled to the same limitations of personal liability extended to
stockholders of private corporations for profit. The courts of some
states, however, may decline to apply Delaware law on this point. The
Trust Instrument contains an express disclaimer of shareholder
liability for the debts, liabilities, obligations, and expenses of the
trust . The Trust Instrument provides that the trust shall not have
any claim against shareholders except for the payment of the purchase
price of shares and requires that each agreement, obligation, or
instrument entered into or executed by the trust or the Trustees
relating to the trust or to a fund shall include a provision limiting
the obligations created thereby to the trust or to one or more funds
and its or their assets. The Trust Instrument further provides that
shareholders of a fund shall not have a claim on or right to any
assets belonging to any other fund.

The Trust Instrument provides for indemnification out of each
fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund solely by reason of
his or her being or having been a shareholder and not because of his
or her acts or omissions or for some other reason. The Trust
Instrument also provides that each fund shall, upon request, assume
the defense of any claim made against any shareholder for any act or
obligation of the fund and satisfy any judgment thereon. Thus, the
risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which Delaware
law does not apply, no contractual limitation of liability was in
effect, and a fund is unable to meet its obligations. FMR believes
that, in view of the above, the risk of personal liability to
shareholders is extremely remote. Claims asserted against one class
of shares may subject holders of another class of shares to certain
liabilities.

VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you are entitled to one vote for each
dollar of net asset value you own. The voting rights of
shareholders can be changed only by a shareholder vote. Shares may be
voted in the aggregate, by fund and by class

The shares have no preemptive or conversion rights. Shares are fully
paid and nonassessable, except as set forth under the heading
"Shareholder Liability" above.

The trust or any of its funds may be terminated upon the sale of its
assets to another open-end management investment company or series
thereof, or upon liquidation and distribution of its assets. Generally
such terminations must be approved by a vote of shareholders. In the
event of the dissolution or liquidation of the trust, shareholders
of each of its funds are entitled to receive the underlying assets of
such fund available for distribution. In the event of the dissolution
or liquidation of a fund, shareholders of that fund are entitled to
receive the underlying assets of the fund available for
distribution.

Under the Trust Instrument, the Trustees may, without shareholder
vote, in order to change the form of organization of the trust
cause the trust to merge or consolidate with one or more trusts,
partnerships, associations, limited liability companies or
corporations, as long as the surviving entity is an open-end
management investment company , or is a fund thereof, that will
succeed to or assume the trust's registration statement, or cause the
trust to incorporate under Delaware law.

CUSTODIAN. The Bank of New York, 110 Washington Street, New York,
New York, is custodian of the assets of the taxable funds. UMB Bank,
n.a., 1010 Grand Avenue, Kansas City, Missouri, 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.

FMR, its officers and directors, its affiliated companies, and members
of the Board of Trustees may, from time to time, conduct transactions
with various banks, including banks serving as custodians for certain
funds advised by FMR. Transactions that have occurred to date include
mortgages and personal and general business loans. In the judgment of
FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund
relationships.

AUDITOR. _________________________ , One Post Office Square,
Boston, Massachusetts serves as the trust's independent accountant.
The auditor examines financial statements for the funds and
provides other audit, tax, and related services.

FINANCIAL STATEMENTS

Each fund's financial statements and financial highlights for the
fiscal year ended March 31, 1999, and report(s) of the auditor, are
included in the funds' Annual Report and are incorporated herein by
reference.

APPENDIX

Fidelity Investments & (Pyramid) Design, Fidelity, Fidelity
Investments and Magellan are registered trademarks of FMR.

THE THIRD PARTY MARKS APPEARING ABOVE ARE THE MARKS OF THEIR
RESPECTIVE OWNERS.

Colchester Street Trust

PART C. OTHER INFORMATION

Item 23. Exhibits

(a) (1) Trust Instrument, dated June 20, 1991, is incorporated herein
by reference to Exhibit 1(a) to Post-Effective Amendment No.
26.
(2) Certificate of Trust, dated June 20, 1991, is incorporated
herein by reference to Exhibit 1(b) to Post-Effective
Amendment No. 26.
(3) Certificate of Amendment of Fidelity Government Securities
Fund to Fidelity Institutional Cash Portfolios II, dated May
28, 1993, is incorporated herein by reference to Exhibit 1(c)
to Post-Effective Amendment No. 26.
(4) Certificate of Amendment of Fidelity Institutional Cash
Portfolios II to Fidelity Institutional Cash Portfolios, dated
May 28, 1993, is incorporated herein by reference to Exhibit
1(d) to Post-Effective Amendment No. 26.
(5) Supplement to Trust Instrument of Fidelity Institutional Cash
Portfolios, dated March 31, 1997, is incorporated herein by
reference to Exhibit 1(e) to Post-Effective Amendment No. 35.
(6) Supplement to Trust Instrument of Fidelity Institutional Cash
Portfolios, dated January 26, 1998, is incorporated herein by
reference to Exhibit 1(f) of Post-Effective Amendment No. 36.
(b) Bylaws of the Trust effective May 19, 1994, are incorporated
herein by reference to Exhibit 2(a) of Union Street Trust II's
(File No. 33-43757) Post-Effective Amendment No. 10.
(c) Not applicable.
(d) (1) Management Contract between Fidelity Institutional Cash
Portfolios (currently Colchester Street Trust) on behalf of
Money Market Portfolio and Fidelity Management & Research
Company, dated May 30, 1993, is incorporated herein by
reference to Exhibit 5(a) of Post-Effective Amendment No. 26.
(2) Management Contract between Fidelity Institutional Cash
Portfolios (currently Colchester Street Trust) on behalf of
U.S. Government Portfolio (currently Government Portfolio) and
Fidelity Management & Research Company, dated May 30, 1993, is
incorporated herein by reference to Exhibit 5(c) of
Post-Effective Amendment No. 26.
(3) Management Contract between Fidelity Institutional Cash
Portfolios (currently Colchester Street Trust) on behalf of
U.S. Treasury Portfolio II (currently Treasury Portfolio) and
Fidelity Management & Research Company, dated May 30, 1993, is
incorporated herein by reference to Exhibit 5(d) of
Post-Effective Amendment No. 26.
(4) Management Contract between Fidelity Institutional Cash
Portfolios (currently Colchester Street Trust) on behalf of
Domestic Money Market Portfolio (currently Domestic Portfolio)
and Fidelity Management & Research Company, dated May 30,
1993, is incorporated herein by reference to Exhibit 5(e) of
Post-Effective Amendment No. 26.
(5) Management Contract between Fidelity Institutional Cash
Portfolios (currently Colchester Street Trust) on behalf of
Treasury Only Portfolio and Fidelity Management & Research
Company, dated May 30, 1997, is incorporated herein by
reference to Exhibit 5(j) of Post-Effective Amendment No. 36.
(6) Management Contract between Colchester Street Trust on behalf
of Tax-Exempt Portfolio and Fidelity Management & Research
Company, dated May 29, 1998, is incorporated herein by
reference to Exhibit 5(m) of Post-Effective Amendment No. 37.
(7) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios
(currently Colchester Street Trust) on behalf of U.S. Treasury
Portfolio II (currently Treasury Portfolio) and FMR Texas
Inc., dated May 30, 1993, is incorporated herein by reference
to Exhibit 5(g) of Post-Effective Amendment No. 26.
(8) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios
(currently Colchester Street Trust) on behalf of U.S.
Government Portfolio (currently Government Portfolio) and FMR
Texas Inc., dated May 30, 1993, is incorporated herein by
reference to Exhibit 5(h) of Post-Effective Amendment No. 26.
(9) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios
(currently Colchester Street Trust) on behalf of Domestic
Money Market Portfolio (currently Domestic Portfolio) and FMR
Texas Inc., dated May 30, 1993, is incorporated herein by
reference to Exhibit 5(i) of Post-Effective Amendment No. 26.
(10) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios
(currently Colchester Street Trust) on behalf of Money Market
Portfolio and FMR Texas Inc., dated May 30, 1993, is
incorporated herein by reference to Exhibit 5(j) of
Post-Effective Amendment No. 26.
(11) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios
(currently Colchester Street Trust) on behalf of Treasury Only
(currently Treasury Only Portfolio) and FMR Texas Inc., dated
May 30, 1997, is incorporated herein by reference to Exhibit
5(i) of Post-Effective Amendment No. 36.
(12) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company on behalf of Colchester Street Trust on
behalf of Tax-Exempt Portfolio and Fidelity Investments Money
Management, Inc. is filed herein as Exhibit d(12).
(e)(1) General Distribution Agreement between Fidelity Institutional
Cash Portfolios (currently Colchester Street Trust) on behalf
of U.S. Treasury Portfolio II (currently Treasury Portfolio)
and Fidelity Distributors Corporation, dated May 30, 1993, is
incorporated herein by reference to Exhibit 6(b) of
Post-Effective Amendment No. 26.
(2) General Distribution Agreement between Fidelity Institutional
Cash Portfolios (currently Colchester Street Trust) on behalf
of U.S. Government Portfolio (currently Government Portfolio)
and Fidelity Distributors Corporation, dated May 30, 1993, is
incorporated herein by reference to Exhibit 6(c) of
Post-Effective Amendment No. 26.
(3) General Distribution Agreement between Fidelity Institutional
Cash Portfolios (currently Colchester Street Trust) on behalf
of Domestic Money Market Portfolio (currently Domestic
Portfolio) and Fidelity Distributors Corporation, dated May
30, 1993, is incorporated herein by reference to Exhibit 6(d)
of Post-Effective Amendment No. 26.
(4) General Distribution Agreement between Fidelity Institutional
Cash Portfolios (currently Colchester Street Trust) on behalf
of Money Market Portfolio and Fidelity Distributors
Corporation, dated May 30, 1993, is incorporated herein by
reference to Exhibit 6(e) of Post-Effective Amendment No. 26.
(5) Form of General Distribution Agreement between Colchester
Street Trust on behalf of Tax-Exempt Portfolio is filed herein
as Exhibit e(5).
(6) Form of General Distribution Agreement between Colchester
Street Trust on behalf of Treasury Only Portfolio is filed
herein as Exhibit e(6).
(7) Specimen of Service Contract between Fidelity Distributors
Corporation and "Qualified Recipients" with respect to
Fidelity Institutional Money Market Funds is incorporated
herein by reference to Exhibit 6(e) of Post-Effective
Amendment No. 32.
(8) Specimen of Service Contract (Administrative and Recordkeeping
Services Only) between Fidelity Distributors Corporation and
"Qualified Recipients" with respect to Fidelity Institutional
Money Market Funds is incorporated herein by reference to
Exhibit 6(f) of Post-Effective Amendment No. 32.
(9) Form of Bank Agency Agreement (most recently revised January,
1997) is filed herein as Exhibit e(9).
(10) Form of Selling Dealer Agreement for Bank Related Transactions
(most recently revised January 1997) is filed herein as
Exhibit e(10).
(11) Form of Selling Dealer Agreement (most recently revised
January 1997) is filed herein as Exhibit e(11).
(12) Amendments to the General Distribution Agreement between the
Registrant and Fidelity Distributors Corporation, dated March
14, 1996 and July 15, 1996, are incorporated herein by
reference to Exhibit 6(a) of Fidelity Court Street Trust's
Post-Effective Amendment No. 61 (File No. 2-58774).
(13) Amendments to the General Distribution Agreement between the
Registrant and Fidelity Distributors Corporation, dated
October 1, 1996, is incorporated herein by reference to
Exhibit 6(g) of Daily Money Fund's Post-Effective Amendment
No. 40 (File No. 2-77909).
(f) (1) Retirement Plan for Non-Interested Person Trustees, Directors
or General Partners, as amended on November 16, 1995, is
incorporated herein by reference to Exhibit 7(a) of Fidelity
Select Portfolio's (File No. 2-69972) Post-Effective Amendment
No. 54.(1)
(2) The Fee Deferral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of September 14,
1995 and amended through November 14, 1996, is incorporated
herein by reference to Exhibit 7(b) of Fidelity Aberdeen
Street Trust's (File No. 33-43529) Post-Effective Amendment
No. 19.
(g) (1) Custodian Agreement and Appendix C, dated December 1, 1994,
between The Bank of New York and Colchester Street Trust on
behalf of Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, Domestic Portfolio and Money Market
Portfolio, are incorporated herein by reference to Exhibit
8(a) of Fidelity Hereford Street Trust's (File No. 33-52577)
Post-Effective Amendment No. 4.
(2) Appendix A, dated September 17, 1998, to the Custodian
Agreement, dated December 1, 1994, between The Bank of New
York and Colchester Street Trust on behalf of Treasury Only
Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio and Money Market Portfolio, is incorporated herein
by reference to Exhibit g(2) of Fidelity Concord Street
Trust's (File No. 33-15983) Post-Effective Amendment No. 31.
(3) Appendix B, dated December 17, 1998, to the Custodian
Agreement, dated December 1, 1994, between The Bank of New
York and Colchester Street Trust on behalf of Treasury Only
Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio and Money Market Portfolio, is incorporated herein
by reference to Exhibit g(3) of Fidelity Concord Street
Trust's (File No. 33-15983) Post-Effective Amendment No. 31.
(4) Custodian Agreement, Appendix B, and Appendix C, dated
December 1, 1994, between UMB Bank, n.a. and Colchester Street
Trust on behalf of Tax-Exempt Portfolio, are incorporated
herein by reference to Exhibit 8 of Fidelity California
Municipal Trust's (File No. 2-83367) Post-Effective Amendment
No. 28.
(5) Appendix A, dated September 17, 1998, to the Custodian
Agreement, dated December 1, 1994, between UMB Bank, n.a. and
Colchester Street Trust on behalf of Tax-Exempt Portfolio, is
incorporated herein by reference to Exhibit g(2) of Fidelity
Municipal Trust II's (File No. 33-43986) Post-Effective
Amendment No. 20.
(6) Fidelity Group Repo Custodian Agreement among The Bank of New
York, J. P. Morgan Securities, Inc., and Colchester Street
Trust on behalf of Treasury Only Portfolio, Treasury
Portfolio, Government Portfolio, Domestic Portfolio, and Money
Market Portfolio, dated February 12, 1996, is incorporated
herein by reference to Exhibit 8(d) of Fidelity Institutional
Cash Portfolios' (File No. 2-74808) Post-Effective Amendment
No. 31.
(7) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between The Bank of New York and Colchester Street Trust on
behalf of Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, Domestic Portfolio, and Money Market
Portfolio, dated February 12, 1996, is incorporated herein by
reference to Exhibit 8(e) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No.
31.
(8) Fidelity Group Repo Custodian Agreement among Chemical Bank,
Greenwich Capital Markets, Inc., and Colchester Street Trust
on behalf of Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, Domestic Portfolio, and Money Market
Portfolio, dated November 13, 1995, is incorporated herein by
reference to Exhibit 8(f) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No.
31.
(9) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between Chemical Bank and Colchester Street Trust on behalf of
Treasury Only Portfolio, Treasury Portfolio, Government
Portfolio, Domestic Portfolio, and Money Market Portfolio,
dated November 13, 1995, is incorporated herein by reference
to Exhibit 8(g) of Fidelity Institutional Cash Portfolios'
(File No. 2-74808) Post-Effective Amendment No. 31.
(10) Joint Trading Account Custody Agreement between The Bank of
New York and Colchester Street Trust on behalf of Treasury
Only Portfolio, Treasury Portfolio, Government Portfolio,
Domestic Portfolio, and Money Market Portfolio, dated May 11,
1995, is incorporated herein by reference to Exhibit 8(h) of
Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.
(11) First Amendment to Joint Trading Account Custody Agreement
between The Bank of New York and Colchester Street Trust on
behalf of Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, Domestic Portfolio, and Money Market
Portfolio, dated July 14, 1995, is incorporated herein by
reference to Exhibit 8(i) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No.
31.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
(k) Not applicable.
(l) Not applicable.
(m) (1) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester
Street Trust) on behalf of Money Market (currently Money
Market Portfolio), is incorporated herein by reference to
Exhibit 15(a) of Post-Effective Amendment No. 35.
(2) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester
Street Trust) on behalf of Government (currently Government
Portfolio), is incorporated herein by reference to Exhibit
15(b) of Post-Effective Amendment No. 35.
(3) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester
Street Trust) on behalf of Treasury (currently Treasury
Portfolio), is incorporated herein by reference to Exhibit
15(c) of Post-Effective Amendment No. 35.
(4) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester
Street Trust) on behalf of Domestic (currently Domestic
Portfolio), is incorporated herein by reference to Exhibit
15(d) of Post-Effective Amendment No. 35.
(5) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester
Street Trust) on behalf of Treasury Only (currently Treasury
Only Portfolio), is incorporated herein by reference to
Exhibit 15(m) of Post-Effective Amendment 35.
(6) Distribution and Service Plan pursuant to Rule 12b-1, for
Colchester Street Trust on behalf of Tax-Exempt Portfolio is
incorporated herein by reference to Exhibit 15(s) of
Post-Effective Amendment 37.
(7) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester
Street Trust) on behalf of Money Market Class II (currently
Money Market Portfolio Class II), is incorporated herein by
reference to Exhibit 15(e) of Post-Effective Amendment No. 35.
(8) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester
Street Trust) on behalf of Government Class II (currently
Government Portfolio Class II), is incorporated herein by
reference to Exhibit 15(f) of Post-Effective Amendment No. 35.
(9) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester
Street Trust) on behalf of Treasury Class II (currently
Treasury Portfolio Class II), is incorporated herein by
reference to Exhibit 15(g) of Post-Effective Amendment No. 35.
(10) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester
Street Trust) on behalf of Domestic Class II (currently
Domestic Portfolio Class II), is incorporated herein by
reference to Exhibit 15(h) of Post-Effective Amendment No. 35.
(11) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester
Street Trust) on behalf of Treasury Only Class II (currently
Treasury Only Portfolio Class II), is incorporated herein by
reference to Exhibit 15(n) of Post-Effective Amendment 35.
(12) Distribution and Service Plan pursuant to Rule 12b-1, for
Colchester Street Trust on behalf of Tax-Exempt Portfolio
Class II, is incorporated herein by reference to Exhibit 15(t)
of Post-Effective Amendment 37.
(13) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester
Street Trust) on behalf of Money Market Class III (currently
Money Market Portfolio Class III), is incorporated herein by
reference to Exhibit 15(i) of Post-Effective Amendment No. 35.
(14) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester
Street Trust) on behalf of Government Class III (currently
Government Portfolio Class III), is incorporated herein by
reference to Exhibit 15(j) of Post-Effective Amendment No. 35.
(15) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester
Street Trust) on behalf of Treasury Class III (currently
Treasury Portfolio Class III), is incorporated herein by
reference to Exhibit 15(k) of Post-Effective Amendment No. 35.
(16) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester
Street Trust) on behalf of Domestic Class III (currently
Domestic Portfolio Class III), is incorporated herein by
reference to Exhibit 15(l) of Post-Effective Amendment No. 35.
(17) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional cash Portfolios (currently Colchester
Street Trust) on behalf of Treasury Only Class III (currently
Treasury Only Portfolio Class III), is incorporated herein by
reference to Exhibit 15(o) of Post-Effective Amendment 35.
(18) Distribution and Service Plan pursuant to Rule 12b-1, for
Colchester Street Trust on behalf of Tax-Exempt Portfolio
Class III, is incorporated herein by reference to Exhibit
15(u) of Post-Effective Amendment 37.
(n) Not applicable.
(o) (1) A Multiple Class of Shares Plan for Fidelity Institutional
Money Market Funds, dated March 19, 1998, is incorporated
herein by reference to Exhibit 18(a) of Post-Effective
Amendment 37.
(2) Schedule I, March 19, 1998, to the Multiple Class of Shares
Plan for Fidelity Institutional Money Market Funds, dated
March 19, 1998, is incorporated herein by reference to Exhibit
18(b) of Post-Effective Amendment 37.

Item 24. Trusts Controlled by or under Common Control with this Trust

The Board of Trustees of the Trust is the same as the board of other
Fidelity funds, each of which has Fidelity Management & Research
Company, or an affiliate, as its investment adviser. In addition, the
officers of the Trust are substantially identical to those of the
other Fidelity funds. Nonetheless, the Trust takes the position that
it is not under common control with other Fidelity funds because the
power residing in the respective boards and officers arises as the
result of an official position with the respective trusts.

Item 25. Indemnification

Pursuant to Del. Code Ann. title 12 (sub-section) 3817, a Delaware
business trust may provide in its governing instrument for the
indemnification of its officers and trustees from and against any and
all claims and demands whatsoever. Article X, Section 10.02 of the
Trust Instrument sets forth the reasonable and fair means for
determining whether indemnification shall be provided to any past or
present Trustee or officer. It states that the Trust shall indemnify
any present or past trustee or officer to the fullest extent permitted
by law against liability, and all expenses reasonably incurred by him
or her in connection with any claim, action, suit or proceeding in
which he or she is involved by virtue of his or her service as a
trustee or officer and against any amount incurred in settlement
thereof. Indemnification will not be provided to a person adjudged by
a court or other adjudicatory body to be liable to the Trust or its
shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his or her duties (collectively,
"disabling conduct"), or not to have acted in good faith in the
reasonable belief that his or her action was in the best interest of
the Trust. In the event of a settlement, no indemnification may be
provided unless there has been a determination, as specified in the
Trust Instrument, that the officer or trustee did not engage in
disabling conduct.

Pursuant to Section 11 of the Distribution Agreement, the Trust
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against
any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Trust (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading
under the 1933 Act, or any other statute or the common law. However,
the Trust does not agree to indemnify the Distributor or hold it
harmless to the extent that the statement or omission was made in
reliance upon, and in conformity with, information furnished to the
Trust by or on behalf of the Distributor. In no case is the indemnity
of the Trust in favor of the Distributor or any person indemnified to
be deemed to protect the Distributor or any person against any
liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.

Pursuant to the agreement by which Fidelity Investments Institutional
Operations Company, Inc. ("FIIOC") is appointed transfer agent, the
Registrant agrees to indemnify and hold FIIOC harmless against any
losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from:

(1) any claim, demand, action or suit brought by any person other
than the Registrant, including by a shareholder, which names FIIOC
and/or the Registrant as a party and is not based on and does not
result from FIIOC's willful misfeasance, bad faith or negligence or
reckless disregard of duties, and arises out of or in connection with
FIIOC's performance under the Transfer Agency Agreement; or

(2) any claim, demand, action or suit (except to the extent
contributed to by FIIOC's willful misfeasance, bad faith or negligence
or reckless disregard of duties) which results from the negligence of
the Registrant, or from FIIOC's acting upon any instruction(s)
reasonably believed by it to have been executed or communicated by any
person duly authorized by the Registrant, or as a result of FIIOC's
acting in reliance upon advice reasonably believed by FIIOC to have
been given by counsel for the Registrant, or as a result of FIIOC's
acting in reliance upon any instrument or stock certificate reasonably
believed by it to have been genuine and signed, countersigned or
executed by the proper person.

Pursuant to the agreement by which Fidelity Investments Institutional
Operations Company, Inc. ("FIIOC") is appointed sub-transfer agent,
the Transfer Agent agrees to indemnify FIIOC for FIIOC's losses,
claims, damages, liabilities and expenses (including reasonable
counsel fees and expenses) (losses) to the extent that the Transfer
Agent is entitled to and receives indemnification from the Fund for
the same events. Under the Transfer Agency Agreement, the Trust agrees
to indemnify and hold the Transfer Agent harmless against any losses,
claims, damages, liabilities, or expenses (including reasonable
counsel fees and expenses) resulting from:

(1) any claim, demand, action or suit brought by any person other
than the Trust, including by a shareholder which names the Transfer
Agent and/or the Trust as a party and is not based on and does not
result from the Transfer Agent's willful misfeasance, bad faith or
negligence or reckless disregard of duties, and arises out of or in
connection with the Transfer Agent's performance under the Transfer
Agency Agreement; or

(2) any claim, demand, action or suit (except to the extent
contributed to by the Transfer Agent's willful misfeasance, bad faith
or negligence or reckless disregard of its duties) which results from
the negligence of the Trust, or from the Transfer Agent's acting upon
any instruction(s) reasonably believed by it to have been executed or
communicated by any person duly authorized by the Trust, or as a
result of the Transfer Agent's acting in reliance upon advice
reasonably believed by the Transfer Agent to have been given by
counsel for the Trust, or as a result of the Transfer Agent's acting
in reliance upon any instrument or stock certificate reasonably
believed by it to have been genuine and signed, countersigned or
executed by the proper person.

Item 26. Business and Other Connections of Investment AdviserS

(1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)
82 Devonshire Street, Boston, MA 02109

FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held,
during the past two fiscal years, the following positions of a
substantial nature.

Edward C. Johnson 3d Chairman of the Board and
Director of FMR; President
and Chief Executive Officer
of FMR Corp.; Chairman of
the Board and Director of
FMR Corp., Fidelity
Investments Money
Management, Inc. (FIMM),
Fidelity Management &
Research (U.K.) Inc. (FMR
U.K.), and Fidelity
Management & Research (Far
East) Inc. (FMR Far East);
Chairman of the Executive
Committee of FMR; Director
of Fidelity Investments
Japan Limited (FIJ);
President and Trustee of
funds advised by FMR.

Robert C. Pozen President and Director of
FMR; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FIMM, FMR U.K.,
and FMR Far East;
Previously, General Counsel,
Managing Director, and
Senior Vice President of FMR
Corp.

Peter S. Lynch Vice Chairman of the Board
and Director of FMR.

John H. Carlson Vice President of FMR and of
funds advised by FMR.

Dwight D. Churchill Senior Vice President of FMR
and Vice President of Bond
Funds advised by FMR; Vice
President of FIMM.

Brian Clancy Vice President of FMR and
Treasurer of FMR, FIMM, FMR
U.K., and FMR Far East.

Barry Coffman Vice President of FMR.

Arieh Coll Vice President of FMR.

Frederic G. Corneel Tax Counsel of FMR.

Stephen G. Manning Assistant Treasurer of FMR,
FIMM, FMR U.K., FMR Far
East; Vice President and
Treasurer of FMR Corp.;
Treasurer of Strategic
Advisers, Inc.

William Danoff Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Scott E. DeSano Vice President of FMR.

Penelope Dobkin Vice President of FMR and of
a fund advised by FMR.

Walter C. Donovan Vice President of FMR.

Bettina Doulton Vice President of FMR and of
funds advised by FMR.

Margaret L. Eagle Vice President of FMR and of
funds advised by FMR.

William R. Ebsworth Vice President of FMR.

Richard B. Fentin Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Gregory Fraser Vice President of FMR and of
a fund advised by FMR.

Jay Freedman Assistant Clerk of FMR; Clerk
of FMR Corp., FMR U.K., FMR
Far East, and Strategic
Advisers, Inc.; Secretary of
FIMM; Associate General
Counsel FMR Corp.

David L. Glancy Vice President of FMR and of
a fund advised by FMR.

Barry A. Greenfield Vice President of FMR and of
a fund advised by FMR.

Boyce I. Greer Senior Vice President of FMR
and Vice President of Money
Market Funds advised by FMR;
Vice President of FIMM.

Bart A. Grenier Senior Vice President of FMR;
Vice President of
High-Income Funds advised by
FMR.

Robert J. Haber Vice President of FMR.

Richard C. Habermann Senior Vice President of FMR;
Vice President of funds
advised by FMR.

Fred L. Henning Jr. Senior Vice President of FMR
and Vice President of
Fixed-Income Funds advised
by FMR.

Bruce T. Herring Vice President of FMR.

Robert F. Hill Vice President of FMR;
Director of Technical
Research.

Abigail P. Johnson Senior Vice President of FMR
and Vice President of funds
advised by FMR; Director of
FMR Corp.; Associate
Director and Senior Vice
President of Equity Funds
advised by FMR.

David B. Jones Vice President of FMR.

Steven Kaye Senior Vice President of FMR
and of a fund advised by FMR.

Francis V. Knox Vice President of FMR;
Compliance Officer of FMR
U.K. and FMR Far East.

Harris Leviton Vice President of FMR and of
a fund advised by FMR.

Bradford E. Lewis Vice President of FMR and of
funds advised by FMR.

Richard R. Mace Jr. Vice President of FMR and of
funds advised by FMR.

Charles A. Mangum Vice President of FMR and of
a fund advised by FMR.

Kevin McCarey Vice President of FMR and of
a fund advised by FMR.

Neal P. Miller Vice President of FMR.

Jacques Perold Vice President of FMR.

Alan Radlo Vice President of FMR.

Eric D. Roiter Vice President and General
Counsel and Clerk of FMR and
Secretary of funds advised
by FMR.

Lee H. Sandwen Vice President of FMR.

Patricia A. Satterthwaite Vice President of FMR and of
a fund advised by FMR.

Fergus Shiel Vice President of FMR.

Richard A. Silver Vice President of FMR.

Carol A. Smith-Fachetti Vice President of FMR.

Steven J. Snider Vice President of FMR and of
funds advised by FMR.

Thomas T. Soviero Vice President of FMR and of
a fund advised by FMR.

Richard Spillane Senior Vice President of FMR;
Associate Director and
Senior Vice President of
Equity Funds advised by FMR;
Previously, Senior Vice
President and Director of
Operations and Compliance of
FMR U.K.

Thomas M. Sprague Vice President of FMR and of
funds advised by FMR.

Robert E. Stansky Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Scott D. Stewart Vice President of FMR.

Thomas Sweeney Vice President of FMR.

Beth F. Terrana Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Yoko Tilley Vice President of FMR.

Joel C. Tillinghast Vice President of FMR and of
a fund advised by FMR.

Robert Tuckett Vice President of FMR.

Jennifer Uhrig Vice President of FMR and of
funds advised by FMR.

George A. Vanderheiden Senior Vice President of FMR
and Vice President of funds
advised by FMR; Director of
FMR Corp.

Steven S. Wymer Vice President of FMR and of
a fund advised by FMR.

(4) FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. (FIMM)
Contra Way, Merrimack, NH 03054

FIMM provides investment advisory services to Fidelity Management &
Research Company. The directors and officers of the Sub-Adviser have
held the following positions of a substantial nature during the past
two fiscal years.

Edward C. Johnson 3d Chairman of the Board and
Director of FIMM, FMR, FMR
Corp., FMR Far East, and FMR
U.K.; Chairman of the
Executive Committee of FMR;
President and Chief
Executive Officer of FMR
Corp.; Director of Fidelity
Investments Japan Limited
(FIJ); President and Trustee
of funds advised by FMR.

Robert C. Pozen President and Director of
FIMM; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FMR, FMR U.K.,
and FMR Far East;
Previously, General Counsel,
Managing Director, and
Senior Vice President of FMR
Corp.

Fred L. Henning Jr. Senior Vice President of
FIMM; Senior Vice President
of FMR and Vice President of
Fixed-Income Funds advised
by FMR.

Boyce I. Greer Vice President of FIMM;
Senior Vice President of FMR
and Vice President of Money
Market Funds advised by FMR.

Dwight D. Churchill Vice President of FIMM;
Senior Vice President of FMR
and Vice President of Bond
Funds advised by FMR.

Brian Clancy Treasurer of FIMM, FMR Far
East, FMR U.K., and FMR and
Vice President of FMR.

Jay Freedman Secretary of FIMM; Clerk of
FMR U.K., FMR Far East, FMR
Corp. and Strategic
Advisers, Inc.; Assistant
Clerk of FMR; Secretary of
FIMM; Associate General
Counsel FMR Corp.

Susan Englander Hislop Assistant Clerk of FIMM, FMR
U.K. and FMR Far East.

Stephen G. Manning Assistant Treasurer of FIMM,
FMR U.K., FMR Far East, and
FMR; Vice President and
Treasurer of FMR Corp.;
Treasurer of Strategic
Advisers, Inc.

Item 27. Principal Underwriters

(a) Fidelity Distributors Corporation (FDC) acts as distributor for
all funds advised by FMR or an affiliate.

(b)

Name and Principal Positions and Offices Positions and Offices

Business Address* with Underwriter with Fund

Edward C. Johnson 3d Director Trustee and President

Michael Mlinac Director None

James Curvey Director None

Martha B. Willis President None

Eric D. Roiter Vice President Secretary

Caron Ketchum Treasurer and Controller None

Gary Greenstein Assistant Treasurer None

Jay Freedman Assistant Clerk None

Linda Holland Compliance Officer None

* 82 Devonshire Street, Boston, MA

Item 28. Location of Accounts and Records

All accounts, books, and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company, Fidelity Service
Company, Inc. or Fidelity Investments Institutional Operations
Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the funds'
respective custodians, The Bank of New York, 110 Washington Street,
New York, NY or UMB Bank, n.a., 1010 Grand Avenue, Kansas City, MO.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 38 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Boston, and Commonwealth of Massachusetts, on the 8th day
of March 1999.

COLCHESTER STREET TRUST

By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.

(Signature) (Title) (Date)

/s/Edward C. Johnson 3d (dagger) President and Trustee March 8, 1999
Edward C. Johnson 3d (Principal Executive Officer)

/s/Richard A. Silver Treasurer March 8, 1999
Richard A. Silver

/s/Robert C. Pozen Trustee March 8, 1999
Robert C. Pozen

/s/Ralph F. Cox* Trustee March 8, 1999
Ralph F. Cox

/s/Phyllis Burke Davis* Trustee March 8, 1999
Phyllis Burke Davis

/s/Robert M. Gates** Trustee March 8, 1999
Robert M. Gates

/s/E. Bradley Jones* Trustee March 8, 1999
E. Bradley Jones

/s/Donald J. Kirk* Trustee March 8, 1999
Donald J. Kirk

/s/Peter S. Lynch* Trustee March 8, 1999
Peter S. Lynch

/s/Marvin L. Mann* Trustee March 8, 1999
Marvin L. Mann

/s/William O. McCoy* Trustee March 8, 1999
William O. McCoy

/s/Gerald C. McDonough* Trustee March 8, 1999
Gerald C. McDonough

/s/Thomas R. Williams* Trustee March 8, 1999
Thomas R. Williams

(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 and filed herewith.

* Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated December 19, 1996 and filed herewith.

** Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated March 6, 1997 and filed herewith.

POWER OF ATTORNEY

We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:

Fidelity Aberdeen Street Trust Fidelity Government
Fidelity Advisor Annuity Fund Securities Fund
Fidelity Advisor Series I Fidelity Hastings Street Trust
Fidelity Advisor Series II Fidelity Hereford Street Trust
Fidelity Advisor Series III Fidelity Income Fund
Fidelity Advisor Series IV Fidelity Institutional Cash
Fidelity Advisor Series V Portfolios
Fidelity Advisor Series VI Fidelity Institutional
Fidelity Advisor Series VII Tax-Exempt Cash Portfolios
Fidelity Advisor Series VIII Fidelity Institutional Trust
Fidelity Beacon Street Trust Fidelity Investment Trust
Fidelity Boston Street Trust Fidelity Magellan Fund
Fidelity California Municipal Fidelity Massachusetts
Trust Municipal Trust
Fidelity California Municipal Fidelity Money Market Trust
Trust II Fidelity Mt. Vernon Street
Fidelity Capital Trust Trust
Fidelity Charles Street Trust Fidelity Municipal Trust
Fidelity Commonwealth Trust Fidelity Municipal Trust II
Fidelity Congress Street Fund Fidelity New York Municipal
Fidelity Contrafund Trust
Fidelity Corporate Trust Fidelity New York Municipal
Fidelity Court Street Trust Trust II
Fidelity Court Street Trust II Fidelity Phillips Street Trust
Fidelity Covington Trust Fidelity Puritan Trust
Fidelity Daily Money Fund Fidelity Revere Street Trust
Fidelity Daily Tax-Exempt Fund Fidelity School Street Trust
Fidelity Destiny Portfolios Fidelity Securities Fund
Fidelity Deutsche Mark Fidelity Select Portfolios
Performance Fidelity Sterling Performance
Portfolio, L.P. Portfolio, L.P.
Fidelity Devonshire Trust Fidelity Summer Street Trust
Fidelity Exchange Fund Fidelity Trend Fund
Fidelity Financial Trust Fidelity U.S.
Fidelity Fixed-Income Trust Investments-Bond Fund, L.P.
Fidelity U.S.
Investments-Government
Securities
Fund, L.P.
Fidelity Union Street Trust
Fidelity Union Street Trust II
Fidelity Yen Performance
Portfolio, L.P.
Variable Insurance Products
Fund
Variable Insurance Products
Fund II

plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Directors, Trustees, or
General Partners (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, our true and lawful attorneys-in-fact,
with full power of substitution, and with full power to each of them,
to sign for us and in our names in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in our names
and behalf in connection therewith as said attorneys-in-fact deems
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after January
1, 1997.
WITNESS our hands on this nineteenth day of December, 1996.

/s/Edward C. Johnson 3d /s/Peter S. Lynch
Edward C. Johnson 3d Peter S. Lynch

/s/J. Gary Burkhead /s/William O. McCoy
J. Gary Burkhead William O. McCoy

/s/Ralph F. Cox /s/Gerald C. McDonough
Ralph F. Cox Gerald C. McDonough

/s/Phyllis Burke Davis /s/Marvin L. Mann
Phyllis Burke Davis Marvin L. Mann

/s/E. Bradley Jones /s/Thomas R. Williams
E. Bradley Jones Thomas R. Williams

/s/Donald J. Kirk
Donald J. Kirk

POWER OF ATTORNEY

I, the undersigned President and Director, Trustee, or General
Partner, as the case may be, of the following investment companies:

Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional Cash
Fidelity Advisor Series III Portfolios
Fidelity Advisor Series IV Fidelity Institutional
Fidelity Advisor Series V Tax-Exempt Cash Portfolios
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts
Fidelity Beacon Street Trust Municipal Trust
Fidelity Boston Street Trust Fidelity Money Market Trust
Fidelity California Municipal Fidelity Mt. Vernon Street
Trust Trust
Fidelity California Municipal Fidelity Municipal Trust
Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal
Fidelity Charles Street Trust Trust
Fidelity Commonwealth Trust Fidelity New York Municipal
Fidelity Concord Street Trust Trust II
Fidelity Congress Street Fund Fidelity Phillips Street Trust
Fidelity Contrafund Fidelity Puritan Trust
Fidelity Corporate Trust Fidelity Revere Street Trust
Fidelity Court Street Trust Fidelity School Street Trust
Fidelity Court Street Trust II Fidelity Securities Fund
Fidelity Covington Trust Fidelity Select Portfolios
Fidelity Daily Money Fund Fidelity Sterling Performance
Fidelity Destiny Portfolios Portfolio, L.P.
Fidelity Deutsche Mark Fidelity Summer Street Trust
Performance Fidelity Trend Fund
Portfolio, L.P. Fidelity U.S.
Fidelity Devonshire Trust Investments-Bond Fund, L.P.
Fidelity Exchange Fund Fidelity U.S.
Fidelity Financial Trust Investments-Government
Fidelity Fixed-Income Trust Securities
Fidelity Government Fund, L.P.
Securities Fund Fidelity Union Street Trust
Fidelity Hastings Street Trust Fidelity Union Street Trust II
Fidelity Yen Performance
Portfolio, L.P.
Newbury Street Trust
Variable Insurance Products
Fund
Variable Insurance Products
Fund II
Variable Insurance Products
Fund III

in addition to any other investment company for which Fidelity
Management & Research Company or an affiliate acts as investment
adviser and for which the undersigned individual serves as President
and Director, Trustee, or General Partner (collectively, the "Funds"),
hereby constitute and appoint Robert C. Pozen my true and lawful
attorney-in-fact, with full power of substitution, and with full power
to him to sign for me and in my name in the appropriate capacity, all
Registration Statements of the Funds on Form N-1A, Form N-8A, or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A, Form N-8A, or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such
things in my name and on my behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company
Act of 1940, and all related requirements of the Securities and
Exchange Commission. I hereby ratify and confirm all that said
attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof. This power of attorney is effective for all documents
filed on or after August 1, 1997.

WITNESS my hand on the date set forth below.

/s/Edward C. Johnson 3d July 17, 1997
Edward C. Johnson 3d

POWER OF ATTORNEY

I, the undersigned Director, Trustee, or General Partner, as the case
may be, of the following investment companies:

plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Director, Trustee, or
General Partner (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, my true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to
sign for me and in my name in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in my name
and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after March 1,
1997.

WITNESS my hand on the date set forth below.

/s/Robert M. Gates March 6, 1997
Robert M. Gates

Exhibit d(12)

FORM OF

SUB-ADVISORY AGREEMENT
between
FIDELITY INVESTMENTS MONEY MANAGEMENT, INC.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this _____ day of __________, 1998, by and between
Fidelity Money Management, Inc., a New Hampshire corporation with
principal offices at Contra Way, P.O. Box 9600, Merrimack, New
Hampshire (hereinafter called the "Sub-Adviser") and Fidelity
Management & Research Company, a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the "Adviser").

WHEREAS the Adviser has entered into a Management Contract with
Colchester Street Trust, a Delaware business trust which may issue one
or more series of shares of beneficial interest (hereinafter called
the "Fund"), on behalf of Tax-Exempt Portfolio (hereinafter called the
"Portfolio"), pursuant to which the Adviser is to act as investment
manager and adviser to the Portfolio, and

WHEREAS the Sub-Adviser was formed for the purpose of providing
investment management of money market mutual funds, both taxable and
tax-exempt, advising generally with respect to money market
instruments, and managing or providing advice with respect to cash
management.

NOW, THEREFORE, in consideration of the premises and the mutual
promises hereinafter set forth, the Adviser and the Sub-Adviser agree
as follows:

1. (a) The Sub-Adviser shall, subject to the supervision of the
Adviser, direct the investments of the Portfolio in accordance with
the investment objective, policies and limitations as provided in the
Portfolio's Prospectus or other governing instruments, as amended from
time to time, the Investment Company Act of l940 and rules thereunder,
as amended from time to time (the "l940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the
use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the
Portfolio; and shall pay the salaries and fees of all personnel of the
Sub-Adviser performing services for the Portfolio relating to
research, statistical and investment activities. The Sub-Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio or the Adviser, to buy, sell, lend and otherwise trade in
any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio. The investment policies and all other
actions of the Portfolio are and shall at all times be subject to the
control and direction of the Fund's Board of Trustees.

(b) The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's
Board of Trustees or the Adviser may request from time to time or as
the Sub-Adviser may deem to be desirable. The Sub-Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the
Trustees. The Sub-Adviser shall, subject to review by the Board of
Trustees, furnish such other services as the Sub-Adviser shall from
time to time determine to be necessary or useful to perform its
obligations under this Agreement and which are not otherwise furnished
by the Adviser.

(c) The Sub-Adviser, at its own expense, shall place all orders for
the purchase and sale of portfolio securities for the Portfolio's
account with brokers or dealers selected by the Sub-Adviser, which may
include brokers or dealers affiliated with the Adviser or Sub-Adviser.
The Sub-Adviser shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the
Portfolio and at commission rates which are reasonable in relation to
the benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected
who also provide brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of l934) to
the Portfolio and/or the other accounts over which the Sub-Adviser,
Adviser or their affiliates exercise investment discretion. The
Sub-Adviser is authorized to pay a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting
that transaction if the Sub-Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser and
its affiliates have with respect to accounts over which they exercise
investment discretion. The Trustees of the Fund shall periodically
review the commissions paid by the Portfolio to determine if the
commissions paid over representative periods of time were reasonable
in relation to the benefits to the Portfolio.

2. The Sub-Adviser will be compensated by the Adviser on the
following basis for the services to be furnished hereunder: the
Adviser agrees to pay the Sub-Adviser a monthly fee equal to 50% of
the management fee which the Portfolio is obligated to pay the Adviser
under the Portfolio's Management Contract with the Adviser. Such fee
shall not be reduced to reflect expense reimbursements or fee waivers
by the Adviser, if any, in effect from time to time.

3. It is understood that Trustees, officers, and shareholders of the
Fund are or may be or become interested in the Adviser or the
Sub-Adviser as directors, officers or otherwise and that directors,
officers and stockholders of the Adviser or the Sub-Adviser are or may
be or become similarly interested in the Fund, and that the Adviser or
the Sub-Adviser may be or become interested in the Fund as a
shareholder or otherwise.

4. It is understood that the Portfolio will pay all its expenses
other than those expressly stated to be payable by the Sub-Adviser
hereunder or by the Adviser under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include,
without limitation, (i) interest and taxes; (ii) brokerage commissions
and other costs in connection with the purchase or sale of securities
and other investment instruments; (iii) fees and expenses of the
Fund's Trustees other than those who are "interested persons" of the
Fund, the Sub-Adviser or the Adviser; (iv) legal and audit expenses;
(v) custodian, registrar and transfer agent fees and expenses; (vi)
fees and expenses related to the registration and qualification of the
Fund and the Portfolio's shares for distribution under state and
federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the
Portfolio; (viii) all other expenses incidental to holding meetings of
the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio
and other registered investment companies having Advisory and Service
or Management Contracts with the Adviser, of 50% of insurance premiums
for fidelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing
Prospectuses and Statements of Additional Information and supplements
thereto; (xii) expenses of printing and mailing Prospectuses and
Statements of Additional Information and supplements thereto sent to
existing shareholders; and (xiii) such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Portfolio is a party and the legal obligation
which the Portfolio may have to indemnify the Fund's Trustees and
officers with respect thereto.

5. The Services of the Sub-Adviser to the Adviser are not to be
deemed to be exclusive, the Sub-Adviser being free to render services
to others and engage in other activities, provided, however, that such
other services and activities do not, during the term of this
Agreement, interfere, in a material manner, with the Sub-Adviser's
ability to meet all of its obligations with respect to rendering
investment advice hereunder. The Sub-Adviser shall for all purposes
be an independent contractor and not an agent or employee of the
Adviser or the Fund. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be
subject to liability to the Adviser, the Fund or to any shareholder of
the Portfolio for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.

6. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 6, this Agreement shall continue in force until
_______ and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at least
annually by vote of the Fund's Board of Trustees or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b) This Agreement may be modified by mutual consent of the Adviser,
the Sub-Adviser and the Portfolio, such consent on the part of the
Portfolio to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 6, the terms of any continuance or modification of the
Agreement must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to such Agreement or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any
time on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by action of
its Board of Trustees or Directors, or by vote of a majority of its
outstanding voting securities. This Agreement shall terminate
automatically in the event of its assignment.

7. The Sub-Adviser is hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Declaration of
Trust of the Fund and agrees that any obligations of the Fund or the
Portfolio arising in connection with this Agreement shall be limited
in all cases to the Portfolio and its assets, and the Sub-Adviser
shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio. Nor shall the
Sub-Adviser seek satisfaction of any such obligation from the Trustees
or any individual Trustee.

8. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF DELAWARE.

The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested
persons," when used herein, shall have the respective meanings
specified in the Investment Company Act of 1940 as now in effect or as
hereafter amended.

IN WITNESS WHEREOF the parties hereto have caused this instrument to
be signed in their behalf by their respective officers thereunto duly
authorized all as of the date written above.

SIGNATURE LINES OMITTED

Exhibit e(5)

Form of

GENERAL DISTRIBUTION AGREEMENT
between
COLCHESTER STREET TRUST
TAX-EXEMPT PORTFOLIO
and
FIDELITY DISTRIBUTORS CORPORATION

AGREEMENT made as of the _______________, by and between Colchester
Street Trust, a Delaware business trust, which may issue one or more
series of beneficial interest ("Issuer"), with respect to shares of
Tax-Exempt Portfolio, a series of the Issuer, and Fidelity
Distributors Corporation, a Massachusetts corporation having its
principal place of business in Boston, Massachusetts ("Distributors").

In consideration of the mutual promises and undertakings herein
contained, the parties agree as follows:

1. Sale of Shares - The Issuer grants to Distributors the right to
sell shares on behalf of the Issuer during the term of this Agreement
and subject to the registration requirements of the Securities Act of
1933, as amended ("1933 Act"), and of the laws governing the sale of
securities in the various states ("Blue Sky Laws") under the following
terms and conditions: Distributors (i) shall have the right to sell,
as agent on behalf of the Issuer, shares authorized for issue and
registered under the 1933 Act, and (ii) may sell shares under offers
of exchange, if available, between and among the funds advised by
Fidelity Management & Research Company ("FMR") or any of its
affiliates.

2. Sale of Shares by the Issuer - The rights granted to the
Distributor shall be nonexclusive in that the Issuer reserves the
right to sell its shares to investors on applications received and
accepted by the Issuer. Further, the Issuer reserves the right to
issue shares in connection with the merger or consolidation, or
acquisition by the Issuer through purchase or otherwise, with any
other investment company, trust, or personal holding company.

3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its
treasury in the event that in the discretion of the Issuer treasury
shares shall be sold, and shares of the Issuer repurchased for resale.

4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all
shares sold to investors by the Distributor or the Issuer will be sold
at the public offering price. The public offering price for all
accepted subscriptions will be the net asset value per share, as
determined in the manner described in the Issuer's current Prospectus
and/or Statement of Additional Information, plus a sales charge (if
any) described in the Issuer's current Prospectus and/or Statement of
Additional Information. The Issuer shall in all cases receive the net
asset value per share on all sales. If a sales charge is in effect,
the Distributor shall have the right subject to such rules or
regulations of the Securities and Exchange Commission as may then be
in effect pursuant to Section 22 of the Investment Company Act of 1940
to pay a portion of the sales charge to dealers who have sold shares
of the Issuer. If a fee in connection with shareholder redemptions is
in effect, the Issuer shall collect the fee on behalf of Distributors
and, unless otherwise agreed upon by the Issuer and Distributors,
Distributors shall be entitled to receive all of such fees.

5. Suspension of Sales - If and whenever the determination of net
asset value is suspended and until such suspension is terminated, no
further orders for shares shall be processed by the Distributor except
such unconditional orders as may have been placed with the Distributor
before it had knowledge of the suspension. In addition, the Issuer
reserves the right to suspend sales and the Distributor's authority to
process orders for shares on behalf of the Issuer if, in the judgment
of the Issuer, it is in the best interests of the Issuer to do so.
Suspension will continue for such period as may be determined by the
Issuer.

6. Solicitation of Sales - In consideration of these rights granted to
the Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of
the Issuer. This shall not prevent the Distributor from entering into
like arrangements (including arrangements involving the payment of
underwriting commissions) with other issuers. This does not obligate
the Distributor to register as a broker or dealer under the Blue Sky
Laws of any jurisdiction in which it is not now registered or to
maintain its registration in any jurisdiction in which it is now
registered. If a sales charge is in effect, the Distributor shall
have the right to enter into sales agreements with dealers of its
choice for the sale of shares of the Issuer to the public at the
public offering price only and fix in such agreements the portion of
the sales charge which may be retained by dealers, provided that the
Issuer shall approve the form of the dealer agreement and the dealer
discounts set forth therein and shall evidence such approval by filing
said form of dealer agreement and amendments thereto as an exhibit to
its currently effective Registration Statement under the 1933 Act.

7. Authorized Representations - The Distributor is not authorized by
the Issuer to give any information or to make any representations
other than those contained in the appropriate registration statements
or Prospectuses and Statements of Additional Information filed with
the Securities and Exchange Commission under the 1933 Act (as these
registration statements, Prospectuses and Statements of Additional
Information may be amended from time to time), or contained in
shareholder reports or other material that may be prepared by or on
behalf of the Issuer for the Distributor's use. This shall not be
construed to prevent the Distributor from preparing and distributing
sales literature or other material as it may deem appropriate.

8. Portfolio Securities - Portfolio securities of the Issuer may be
bought or sold by or through the Distributor, and the Distributor may
participate directly or indirectly in brokerage commissions or
"spreads" for transactions in portfolio securities of the Issuer.

9. Registration of Shares - The Issuer agrees that it will take all
action necessary to register shares under the 1933 Act (subject to the
necessary approval of its shareholders) so that there will be
available for sale the number of shares the Distributor may reasonably
be expected to sell. The Issuer shall make available to the
Distributor such number of copies of its currently effective
Prospectus and Statement of Additional Information as the Distributor
may reasonably request. The Issuer shall furnish to the Distributor
copies of all information, financial statements and other papers which
the Distributor may reasonably request for use in connection with the
distribution of shares of the Issuer.

10. Expenses - The Issuer shall pay all fees and expenses (a) in
connection with the preparation, setting in type and filing of any
registration statement, Prospectus and Statement of Additional
Information under the 1933 Act and amendments for the issue of its
shares, (b) in connection with the registration and qualification of
shares for sale in the various states in which the Board of Trustees
of the Issuer shall determine it advisable to qualify such shares for
sale (including registering the Issuer as a broker or dealer or any
officer of the Issuer as agent or salesman in any state), (c) of
preparing, setting in type, printing and mailing any report or other
communication to shareholders of the Issuer in their capacity as such,
and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.

As provided in the Distribution and Service Plan adopted by the
Issuer, it is recognized by the Issuer that FMR may make payment to
Distributors with respect to any expenses incurred in the distribution
of shares of the Issuer, such payments payable from the past profits
or other resources of FMR including management fees paid to it by the
Issuer.

11. Indemnification - The Issuer agrees to indemnify and hold harmless
the Distributor and each of its directors and officers and each
person, if any, who controls the Distributor within the meaning of
Section 15 of the 1933 Act against any loss, liability, claim, damages
or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damages, or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the ground that
the registration statement, Prospectus, Statement of Additional
Information, shareholder reports or other information filed or made
public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact
required to be stated or necessary in order to make the statements not
misleading under the 1933 Act, or any other statute or the common law.
However, the Issuer does not agree to indemnify the Distributor or
hold it harmless to the extent that the statement or omission was made
in reliance upon, and in conformity with, information furnished to the
Issuer by or on behalf of the Distributor. In no case (i) is the
indemnity of the Issuer in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person
against any liability to the Issuer or its security holders to which
the Distributor or such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Issuer to
be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against the Distributor or any person
indemnified unless the Distributor or person, as the case may be,
shall have notified the Issuer in writing of the claim within a
reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served
upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated
agent). However, failure to notify the Issuer of any claim shall not
relieve the Issuer from any liability which it may have to the
Distributor or any person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph. The Issuer shall be entitled to participate at its own
expense in the defense, or, if it so elects, to assume the defense of
any suit brought to enforce any claims, but if the Issuer elects to
assume the defense, the defense shall be conducted by counsel chosen
by it and satisfactory to the Distributor or person or persons,
defendant or defendants in the suit. In the event the Issuer elects
to assume the defense of any suit and retain counsel, the Distributor,
officers or directors or controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them. If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributor,
officers or directors or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. The Issuer agrees to notify the Distributor
promptly of the commencement of any litigation or proceedings against
it or any of its officers or trustees in connection with the issuance
or sale of any of the shares.

The Distributor also covenants and agrees that it will indemnify and
hold harmless the Issuer and each of its Board members and officers
and each person, if any, who controls the Issuer within the meaning of
Section 15 of the 1933 Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, damages, claim or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the 1933 Act or
any other statute or common law, alleging any wrongful act of the
Distributor or any of its employees or alleging that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Issuer (as from time to time amended) included an untrue statement of
a material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of
the Distributor. In no case (i) is the indemnity of the Distributor
in favor of the Issuer or any person indemnified to be deemed to
protect the Issuer or any person against any liability to which the
Issuer or such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is the Distributor to be liable
under its indemnity agreement contained in this paragraph with respect
to any claim made against the Issuer or any person indemnified unless
the Issuer or person, as the case may be, shall have notified the
Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the
nature of the claim shall have been served upon the Issuer or any such
person (or after the Issuer or such person shall have received notice
of service on any designated agent). However, failure to notify the
Distributor of any claim shall not relieve the Distributor from any
liability which it may have to the Issuer or any person against whom
the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to
the Distributor, it shall be entitled to participate, at its own
expense, in the defense or, if it so elects, to assume the defense of
any suit brought to enforce the claim, but if the Distributor elects
to assume the defense, the defense shall be conducted by counsel
chosen by it and satisfactory to the Issuer, to its officers and Board
and to any controlling person or persons, defendant or defendants in
the suit. In the event that the Distributor elects to assume the
defense of any suit and retain counsel, the Issuer or controlling
persons, defendant or defendants in the suit, shall bear the fees and
expense of any additional counsel retained by them. If the
Distributor does not elect to assume the defense of any suit, it will
reimburse the Issuer, officers and Board or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees
and expenses of any counsel retained by them. The Distributor agrees
to notify the Issuer promptly of the commencement of any litigation or
proceedings against it in connection with the issue and sale of any of
the shares.

12. Effective Date - This agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force
until __________ and thereafter from year to year, provided
continuance is approved annually by the vote of a majority of the
Board members of the Issuer, and by the vote of those Board members of
the Issuer who are not "interested persons" of the Issuer and, if a
plan under Rule 12b-1 under the Investment Company Act of 1940 is in
effect, by the vote of those Board members of the Issuer who are not
"interested persons" of the Issuer and who are not parties to the
Distribution and Service Plan or this Agreement and have no financial
interest in the operation of the Distribution and Service Plan or in
any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.
This Agreement shall automatically terminate in the event of its
assignment. As used in this paragraph, the terms "assignment" and
"interested persons" shall have the respective meanings specified in
the Investment Company Act of 1940 as now in effect or as hereafter
amended. In addition to termination by failure to approve continuance
or by assignment, this Agreement may at any time be terminated by
either party upon not less than sixty days' prior written notice to
the other party.

13. Notice - Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Issuer, at 82 Devonshire Street,
Boston, Massachusetts, and if to the Distributor, at 82 Devonshire
Street, Boston, Massachusetts.

14. Limitation of Liability - The Distributor is expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust of the Issuer and agrees that the obligations
assumed by the Issuer under this contract shall be limited in all
cases to the Issuer and its assets. The Distributor shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Issuer. Nor shall the Distributor seek
satisfaction of any such obligation from the Trustees or any
individual Trustee of the Issuer. The Distributor understands that
the rights and obligations of each series of shares of the Issuer
under the Issuer's Declaration of Trust are separate and distinct from
those of any and all other series.

IN WITNESS WHEREOF, the Issuer has executed this instrument in its
name and behalf, and its seal affixed, by one of its officers duly
authorized, and the Distributor has executed this instrument in its
name and behalf by one of its officers duly authorized, as of the day
and year first above written.

[Signature Lines Omitted]

Exhibit e(6)

Form of

GENERAL DISTRIBUTION AGREEMENT
between
COLCHESTER STREET TRUST: Treasury Only Portfolio
and
FIDELITY DISTRIBUTORS CORPORATION

Agreement made this _____________, between Colchester Street Trust, a
Delaware business trust having its principal place of business in
Boston, Massachusetts and which may issue one or more series of
beneficial interest ("Issuer"), with respect to shares of Treasury
Only Portfolio, a series of the Issuer, and Fidelity Distributors
Corporation, a Massachusetts corporation having its principal place of
business in Boston, Massachusetts ("Distributors").

In consideration of the mutual promises and undertakings herein
contained, the parties agree as follows:

1. Sale of Shares - The Issuer grants to the Distributor the right to
sell shares on behalf of the Issuer during the term of this Agreement
and subject to the registration requirements of the Securities Act of
1933, as amended ("1933 Act"), and of the laws governing the sale of
securities in the various states ("Blue Sky Laws") under the following
terms and conditions: the Distributor (i) shall have the right to
sell, as agent on behalf of the Issuer, shares authorized for issue
and registered under the 1933 Act, and (ii) may sell shares under
offers of exchange, if available, between and among the funds advised
by Fidelity Management & Research Company ("FMR").

8. Portfolio Securities - Portfolio securities of the issuer may be
bought or sold by or through the Distributor, and the Distributor may
participate directly or indirectly in brokerage commissions or
"spreads" for transactions in portfolio securities of the Issuer.

As provided in the Distribution and Service Plan adopted by the
Issuer, it is recognized by the Issuer that FMR may reimburse the
Distributor for any direct expenses incurred in the distribution of
shares of the Issuer from any source available to it, including
advisory and service or management fees paid to it by the Issuer.

11. Indemnification - The Issuer agrees to indemnify and hold harmless
the Distributor and each of its directors and officers and each
person, if any, who controls the Distributor within the meaning of
Section 15 of the 1933 Act against any loss, liability, claim, damages
or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damages, or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the ground that
the registration statement, Prospectus, Statement of Additional
Information, shareholder reports or other information filed or made
public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact
required to be stated or necessary in order to make the statements not
misleading under the 1933 Act, or any other statute or the common law.
However, the Issuer does not agree to indemnify the Distributor or
hold it harmless to the extent that the statement or omission was made
in reliance upon, and in conformity with, information furnished to the
Issuer by or on behalf of the Distributor. In no case (i) is the
indemnity of the Issuer in favor of the Distributor or any person
indemnified to be deemed to protect the Distributor or any person
against any liability to the Issuer or its security holders to which
the Distributor or such person would otherwise be subject by reason of
wilful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Issuer to
be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against the Distributor or any person
indemnified unless the Distributor or person, as the case may be,
shall have notified the Issuer in writing of the claim within a
reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served
upon the Distributor or any such person (or after the Distributor or
such person shall have received notice of service on any designated
agent). However, failure to notify the Issuer of any claim shall not
relieve the Issuer from any liability which it may have to the
Distributor or any person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph. The Issuer shall be entitled to participate at its own
expense in the defense, or, if it so elects, to assume the defense of
any suit brought to enforce any claims, but if the Issuer elects to
assume the defense, the defense shall be conducted by counsel chosen
by it and satisfactory to the Distributor or person or persons,
defendant or defendants in the suit. In the event the Issuer elects
to assume the defense of any suit and retain counsel, the Distributor,
officers or directors or controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expenses of any
additional counsel retained by them. If the Issuer does not elect to
assume the defense of any suit, it will reimburse the Distributor,
officers or directors or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. The Issuer agrees to notify the Distributor
promptly of the commencement of any litigation or proceedings against
it or any of its officers or trustees in connection with the issuance
or sale of any of the shares.

12. Effective Date - This agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force
until _____________ and thereafter from year to year, provided
continuance is approved annually by the vote of a majority of the
Board members of the Issuer, and by the vote of those Board members of
the Issuer who are not "interested persons" of the Issuer and, if a
plan under Rule 12b-1 under the Investment Company Act of 1940 is in
effect, by the vote of those Board members of the Issuer who are not
"interested persons" of the Issuer and who are not parties to the
Distribution and Service Plan or this Agreement and have no financial
interest in the operation of the Distribution and Service Plan or in
any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.
This Agreement shall automatically terminate in the event of its
assignment. As used in this paragraph, the terms "assignment" and
"interested persons" shall have the respective meanings specified in
the Investment Company Act of 1940 as now in effect or as hereafter
amended. In addition to termination by failure to approve continuance
or by assignment, this Agreement may at any time be terminated by
either party upon not less than sixty days' prior written notice to
the other party.

14. Limitation of Liability - The Distributor is expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the Issuer
and agrees that the obligations assumed by the Issuer under this
contract shall be limited in all cases to the Issuer and its assets.
The Distributor shall not seek satisfaction of any such obligation
from the shareholders or any shareholder of the Issuer. Nor shall the
Distributor seek satisfaction of any such obligation from the Trustees
or any individual Trustee of the Issuer. The Distributor understands
that the rights and obligations of each series of shares of the Issuer
under the Issuer's Declaration of Trust or other organizational
document are separate and distinct from those of any and all other
series.

15. This agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.

[Signature Lines Omitted]

Exhibit e(9)

FORM OF

BANK AGENCY AGREEMENT

We at Fidelity Distributors Corporation offer to make available to
your customers shares of the mutual funds, or the separate series or
classes of the mutual funds, listed on Schedules A and B attached to
this Agreement (the "Portfolios"). We may periodically change the
list of Portfolios by giving you written notice of the change. We are
the Portfolios' principal underwriter and act as agent for the
Portfolios. You (____________________________________) are a division
or affiliate of a bank (____________________________________) and
desire to make Portfolio shares available to your customers on the
following terms:

1. Certain Defined Terms: As used in this Agreement, the term
"Prospectus" means the applicable Portfolio's prospectus and related
statement of additional information, whether in paper format or
electronic format, included in the Portfolio's then currently
effective registration statement (or post-effective amendment
thereto), and any information that we or the Portfolio may issue to
you as a supplement to such prospectus or statement of additional
information (a "sticker"), all as filed with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of
1933.

2. Making Portfolio Shares Available to Your Customers: (a) In all
transactions covered by this Agreement: (i) you will act as agent for
your customers; in no transaction are you authorized to act as agent
for us or for any Portfolio; (ii) you will initiate transactions only
upon your customers' orders; (iii) we will execute transactions only
upon receiving instructions from you acting as agent for your
customers; and (iv) each transaction will be for your customer's
account and not for your own account. Each transaction will be
without recourse to you, provided that you act in accordance with the
terms of this Agreement.

(b) You agree to make Portfolio shares available to your customers
only at the applicable public offering price in accordance with the
Prospectus. If your customer qualifies for a reduced sales charge
pursuant to a special purchase plan (for example, a quantity discount,
letter of intent, or right of accumulation) as described in the
Prospectus, you agree to make Portfolio shares available to your
customer at the applicable reduced sales charge. You agree to deliver
or cause to be delivered to each customer, at or prior to the time of
any purchase of shares, a copy of the then current prospectus
(including any stickers thereto), unless such prospectus has already
been delivered to the customer, and to each customer who so requests,
a copy of the then current statement of additional information
(including any stickers thereto).

(c) You agree to order Portfolio shares from us only to cover
purchase orders that you have already received from your customers, or
for your own investment. You will not withhold placing customers'
orders so as to profit yourself as a result of such withholding (for
example, by a change in a Portfolio's net asset value from that used
in determining the offering price to your customers).

(d) We will accept your purchase orders only at the public offering
price applicable to each order, as determined in accordance with the
Prospectus. We will not accept from you a conditional order for
Portfolio shares. All orders are subject to acceptance or rejection
by us in our sole discretion. We may, without notice, suspend sales
or withdraw the offering of Portfolio shares, or make a limited
offering of Portfolio shares.

(f) You agree to comply with all applicable state and federal laws
and with the rules and regulations of authorized regulatory agencies
thereunder. You agree to make Portfolio shares available to your
customers only in states where you may legally make such Portfolio's
shares available. You will not make available shares of any Portfolio
unless such shares are registered under the applicable state and
federal laws and the rules and regulations thereunder.

(g) Certificates evidencing Portfolio shares are not available; any
transaction in Portfolio shares will be effected and evidenced by
book-entry on the records maintained by Fidelity Investments
Institutional Operations Company ("FIIOC"). A confirmation statement
evidencing transactions in Portfolio shares will be transmitted to
you.

(h) You may designate FIIOC to execute your customers' transactions
in Portfolio shares in accordance with the terms of any account,
program, plan, or service established or used by your customers, and
to confirm each transaction to your customers on your behalf on a
fully disclosed basis. At the time of the transaction, you guarantee
the legal capacity of your customers and any co-owners of such shares
so transacting in such shares.

3. Your Compensation: (a) Your fee, if any, for acting as agent
with respect to sales of Portfolio shares will be as provided in the
Prospectus or in the applicable schedule of agency fees issued by us
and in effect at the time of the sale. Upon written notice to you, we
or any Portfolio may change or discontinue any schedule of agency
fees, or issue a new schedule.

(b) If a Portfolio has adopted a plan pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (a "Plan"), we may make
distribution payments or service payments to you under the Plan. If a
Portfolio does not have a currently effective Plan, we or Fidelity
Management & Research Company may make distribution payments or
service payments to you from our own funds. Any distribution payments
or service payments will be made in the amount and manner set forth in
the Prospectus or in the applicable schedule of distribution payments
or service payments issued by us and then in effect. Upon written
notice to you, we or any Portfolio may change or discontinue any
schedule of distribution payments or service payments, or issue a new
schedule. A schedule of distribution payments or service payments
will be in effect with respect to a Portfolio that has a Plan only so
long as that Portfolio's Plan remains in effect.

(c) After the effective date of any change in or discontinuance of
any schedule of agency fees, distribution payments, or service
payments, or the termination of a Plan, any agency fees, distribution
payments, or service payments will be allowable or payable to you only
in accordance with such change, discontinuance, or termination. You
agree that you will have no claim against us or any Portfolio by
virtue of any such change, discontinuance, or termination. In the
event of any overpayment by us of any agency fee, distribution
payment, or service payment, you will remit such overpayment.

(d) If, within seven (7) business days after our confirmation of
the original purchase order for shares of a Portfolio, such shares are
redeemed by the issuing Portfolio or tendered for redemption by the
customer, you agree (i) to refund promptly to us the full amount of
any agency fee, distribution payment, or service payment paid to you
on such shares, and (ii) if not yet paid to you, to forfeit the right
to receive any agency fee, distribution payment, or service payment
payable to you on such shares. We will notify you of any such
redemption within ten (10) days after the date of the redemption.

4. Certain Types of Accounts: (a) You may instruct FIIOC to
register purchased shares in your name and account as nominee for your
customers. If you hold Portfolio shares as nominee for your
customers, all Prospectuses, proxy statements, periodic reports, and
other printed material will be sent to you, and all confirmations and
other communications to shareholders will be transmitted to you. You
will be responsible for forwarding such printed material,
confirmations, and communications, or the information contained
therein, to all customers for whose account you hold any Portfolio
shares as nominee. However, we or FIIOC on behalf of itself or the
Portfolios will be responsible for the costs associated with your
forwarding such printed material, confirmations, and communications.
You will be responsible for complying with all reporting and tax
withholding requirements with respect to the customers for whose
account you hold any Portfolio shares as nominee.

(b) With respect to accounts other than those accounts referred to
in paragraph 4(a) above, you agree to provide us with all information
(including certification of taxpayer identification numbers and
back-up withholding instructions) necessary or appropriate for us to
comply with legal and regulatory reporting requirements.

(c) Accounts opened or maintained pursuant to the NETWORKING system
of the National Securities Clearing Corporation ("NSCC") will be
governed by applicable NSCC rules and procedures and any agreement or
other arrangement with us relating to NETWORKING.

(d) If you hold Portfolio shares in an omnibus account for two or
more customers, you will be responsible for determining, in accordance
with the Prospectus, whether, and the extent to which, a CDSC is
applicable to a purchase of Portfolio shares from such a customer, and
you agree to transmit immediately to us any CDSC to which such
purchase was subject. You hereby represent that if you hold Portfolio
shares subject to a CDSC, you have the capability to track and account
for such charge, and we reserve the right, at our discretion, to
verify that capability by inspecting your tracking and accounting
system or otherwise.

5. Status as Registered Broker/Dealer or "Bank": (a) Each party to
this Agreement represents to the other party that it is either (i) a
registered broker/dealer under the 1934 Act, or (ii) a "bank" as
defined in Section 3(a)(6) of the 1934 Act.

(b) If a party is a registered broker/dealer, such party represents
that it is qualified to act as a broker/dealer in the states where it
transacts business, and it is a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD"). It agrees
to maintain its broker/dealer registration and qualifications and its
NASD membership in good standing throughout the term of this
Agreement. It agrees to abide by all of the NASD's rules and
regulations, including the NASD's Conduct Rules -- in particular,
Section 2830 of such Rules, which section is deemed a part of and is
incorporated by reference in this Agreement. This Agreement will
terminate automatically without notice in the event that a party's
NASD membership is terminated.

(c) If you are a "bank", you represent that you are duly authorized
to engage in the transactions to be performed under this Agreement,
and you agree to comply with all applicable federal and state laws,
including the rules and regulations of all applicable federal and
state bank regulatory agencies and authorities. This Agreement will
terminate automatically without notice in the event that you cease to
be a "bank" as defined in Section 3(a)(6) of the 1934 Act.

(d) Nothing in this Agreement shall cause you to be our partner,
employee, or agent, or give you any authority to act for us or for any
Portfolio. Neither we nor any Portfolio shall be liable for any of
your acts or obligations as a dealer under this Agreement.

6. Information Relating to the Portfolios: (a) No person is
authorized to make any representations concerning shares of a
Portfolio other than those contained in the Portfolio's Prospectus.
In ordering Portfolio shares from us under this Agreement, you will
rely only on the representations contained in the Prospectus. Upon
your request, we will furnish you with a reasonable number of copies
of the Portfolios' current prospectuses or statements of additional
information or both (including any stickers thereto).

(b) Any printed or electronic information that we furnish you
(other than the Portfolios' Prospectuses and periodic reports) is our
sole responsibility and not the responsibility of the respective
Portfolios. You agree that the Portfolios will have no liability or
responsibility to you with respect to any such printed or electronic
information. We or the respective Portfolio will bear the expense of
qualifying its shares under the state securities laws.

(c) You may not use any sales literature or advertising material
(including material disseminated through radio, television, or other
electronic media) concerning Portfolio shares, other than the printed
or electronic information referred to in paragraph 6(b) above, in
connection with making Portfolio shares available to your customers
without obtaining our prior written approval. You may not distribute
or make available to investors any information that we furnish you
marked "FOR DEALER USE ONLY" or that otherwise indicates that it is
confidential or not intended to be distributed to investors.

7. Indemnification: (a) We will indemnify and hold you harmless
from any claim, demand, loss, expense, or cause of action resulting
from the misconduct or negligence, as measured by industry standards,
of us, our agents and employees, in carrying out our obligations under
this Agreement. Such indemnification will survive the termination of
this Agreement.

(b) You will indemnify and hold us harmless from any claim, demand,
loss, expense, or cause of action resulting from the misconduct or
negligence, as measured by industry standards, of you, your agents and
employees, in carrying out your obligations under this Agreement.
Such indemnification will survive the termination of this Agreement.

8. Customer Lists: We hereby agree that we shall not use any list of
your customers which may be obtained in connection with this Agreement
for the purpose of solicitation of any product or service without your
express written consent. However, nothing in this paragraph or
otherwise shall be deemed to prohibit or restrict us or our affiliates
in any way from solicitations of any product or service directed at,
without limitation, the general public, any segment thereof, or any
specific individual, provided such solicitation is not based upon such
list.

9. Duration of Agreement: This Agreement, with respect to any Plan,
will continue in effect for one year from its effective date, and
thereafter will continue automatically for successive annual periods;
provided, however, that such continuance is subject to termination at
any time without penalty if a majority of a Portfolio's Trustees who
are not interested persons of the Portfolio (as defined in the
Investment Company Act of 1940 (the "1940 Act")), or a majority of the
outstanding shares of the Portfolio, vote to terminate or not to
continue the Plan. This Agreement, other than with respect to a Plan,
will continue in effect from year to year after its effective date,
unless terminated as provided herein.

10. Amendment and Termination of Agreement: (a) We may amend any
provision of this Agreement by giving you written notice of the
amendment. Either party to this Agreement may terminate the Agreement
without cause by giving the other party at least thirty (30) days'
written notice of its intention to terminate. This Agreement will
terminate automatically in the event of its assignment (as defined in
the 1940 Act).

(b) In the event that (i) an application for a protective decree
under the provisions of the Securities Investor Protection Act of 1970
is file against you; (ii) you file a petition in bankruptcy or a
petition seeking similar relief under any bankruptcy, insolvency, or
similar law, or a proceeding is commenced against you seeking such
relief; or (iii) you are found by the SEC, the NASD, or any other
federal or state regulatory agency or authority to have violated any
applicable federal or state law, rule or regulation arising out of
your activities as a broker/dealer or in connection with this
Agreement, this Agreement will terminate effective immediately upon
our giving notice of termination to you. You agree to notify us
promptly and to immediately suspend making Portfolio shares available
to your customers in the event of any such filing or violation, or in
the event that you cease to be a member in good standing of the NASD
or you cease to be a "bank" as defined in Section 3(a)(6) of the 1934
Act.

(c) Your or our failure to terminate this Agreement for a
particular cause will not constitute a waiver of the right to
terminate this Agreement at a later date for the same or another
cause. The termination of this Agreement with respect to any one
Portfolio will not cause its termination with respect to any other
Portfolio.

11. Arbitration: In the event of a dispute, such dispute will be
settled by arbitration before arbitrators sitting in Boston,
Massachusetts in accordance with the NASD's Code of Arbitration
Procedure in effect at the time of the dispute. The arbitrators will
act by majority decision and their award may allocate attorneys' fees
and arbitration costs between us. Their award will be final and
binding between us, and such award may be entered as a judgment in any
court of competent jurisdiction.

12. Notices: All notices required or permitted to be given under this
Agreement shall be given in writing and delivered by personal
delivery, by postage prepaid mail, or by facsimile machine or a
similar means of same day delivery (with a confirming copy by mail).
All notices to us shall be given or sent to us at our offices located
at 82 Devonshire Street, Mail Zone L12A, Boston, Massachusetts 02109,
Attn: Bank Wholesale Market. All notices to you shall be given or
sent to you at the address specified by you below. Each of us may
change the address to which notices shall be sent by giving notice to
the other party in accordance with this paragraph 12.

13. Miscellaneous: This Agreement, as it may be amended from time to
time, shall become effective as of the date when it is accepted and
dated below by us. This Agreement is to be construed in accordance
with the laws of the Commonwealth of Massachusetts. This Agreement
supersedes and cancels any prior agreement between us, whether oral or
written, relating to the sale of shares of the Portfolios or any other
subject covered by this Agreement. The captions in this Agreement are
included for convenience of reference only and in no way define or
limit any of the provisions of this Agreement or otherwise affect
their construction or effect.

Very truly yours,
FIDELITY DISTRIBUTORS
CORPORATION

Please return two signed copies of this Agreement to Fidelity
Distributors Corporation. Upon acceptance, one countersigned copy
will be returned to you for your files.

_____________________________________
Name of Firm

Address: _____________________________
_____________________________________
_____________________________________

By __________________________________
Authorized Representative
_____________________________________
Name and Title (please print or type)

ACCEPTED AND AGREED:
FIDELITY DISTRIBUTORS CORPORATION

By __________________________________
Dated: ________________

[ATTACH REVISED SCHEDULES A AND B ]

Exhibit e(10)

FORM OF

SELLING DEALER AGREEMENT
(FOR BANK-RELATED TRANSACTIONS)

We at Fidelity Distributors Corporation invite you to distribute
shares of the mutual funds, or the separate series or classes of the
mutual funds, listed on Schedules A and B attached to this Agreement
(the "Portfolios"). We may periodically change the list of Portfolios
by giving you written notice of the change. We are the Portfolios'
principal underwriter and, as agent for the Portfolios, we offer to
sell Portfolio shares to you on the following terms:

1. Certain Defined Terms: (a) You
(_____________________________________) are registered as a
broker/dealer under the Securities Exchange Act of 1934 (the "1934
Act") and have executed a written agreement with a bank or bank
affiliate to provide brokerage services to that bank, bank affiliate
and/or their customers. As used in this Agreement, the term "Bank"
means a bank as defined in Section 3(a)(6) of the 1934 Act, or an
affiliate of such a bank, with which you have entered into a written
agreement to provide brokerage services; and the term "Bank Client"
means a customer of such a Bank.

(b) As used in this Agreement, the term "Prospectus" means the
applicable Portfolio's prospectus and related statement of additional
information, whether in paper format or electronic format, included in
the Portfolio's then currently effective registration statement (or
post-effective amendment thereto), and any information that we or the
Portfolio may issue to you as a supplement to such prospectus or
statement of additional information (a "sticker"), all as filed with
the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933.

2. Purchases of Portfolio Shares for Sale to Customers: (a) In
offering and selling Portfolio shares to your customers, you agree to
act as dealer for your own account; you are not authorized to act as
agent for us or for any Portfolio.

(b) You agree to offer and sell Portfolio shares to your customers
only at the applicable public offering price in accordance with the
Prospectus. If your customer qualifies for a reduced sales charge
pursuant to a special purchase plan (for example, a quantity discount,
letter of intent, or right of accumulation) as described in the
Prospectus, you agree to offer and sell Portfolio shares to your
customer at the applicable reduced sales charge. You agree to deliver
or cause to be delivered to each customer, at or prior to the time of
any purchase of shares, a copy of the then current prospectus
(including any stickers thereto), unless such prospectus has already
been delivered to the customer, and to each customer who so requests,
a copy of the then current statement of additional information
(including any stickers thereto).

(c) You agree to purchase Portfolio shares from us only to cover
purchase orders that you have already received from your customers, or
for your own investment. You also agree not to purchase any Portfolio
shares from your customers at a price lower than the applicable
redemption price, determined in the manner described in the
Prospectus. You will not withhold placing customers' orders so as to
profit yourself as a result of such withholding (for example, by a
change in a Portfolio's net asset value from that used in determining
the offering price to your customers).

(e) The placing of orders with us will be governed by instructions
that we will periodically issue to you. You must pay for Portfolio
shares in New York or Boston clearing house funds or in federal funds
in accordance with such instructions, and we must receive your payment
on or before the settlement date established in accordance with Rule
15c6-1 under the 1934 Act. If we do not receive your payment on or
before such settlement date, we may, without notice, cancel the sale,
or, at our option, sell the shares that you ordered back to the
issuing Portfolio, and we may hold you responsible for any loss
suffered by us or the issuing Portfolio as a result of your failure to
make payment as required.

(f) You agree to comply with all applicable state and federal laws
and with the rules and regulations of authorized regulatory agencies
thereunder. You agree to offer and sell Portfolio shares only in
states where you may legally offer and sell such Portfolio's shares.
You will not offer shares of any Portfolio for sale unless such shares
are registered for sale under the applicable state and federal laws
and the rules and regulations thereunder.

3. Your Compensation: (a) Your concession, if any, on your sales of
Portfolio shares will be as provided in the Prospectus or in the
applicable schedule of concessions issued by us and in effect at the
time of our sale to you. Upon written notice to you, we or any
Portfolio may change or discontinue any schedule of concessions, or
issue a new schedule.

(c) Concessions, distribution payments, and service payments apply
only with respect to (i) shares of the "Fidelity Funds" (as designated
on Schedule A attached to this Agreement) purchased or maintained for
the account of Bank Clients, and (ii) shares of the "Fidelity Advisor
Funds" (as designated on Schedule B attached to this Agreement).
Anything to the contrary notwithstanding, neither we nor any Portfolio
will provide to you, nor may you retain, concessions on your sales of
shares of, or distribution payments or service payments with respect
to assets of, the Fidelity Funds attributable to you or any of your
clients, other than Bank Clients. When you place an order in shares
of the Fidelity Funds with us, you will identify the Bank on behalf of
whose Clients you are placing the order; and you will identify as a
non-Bank Client Order, any order in shares of the Fidelity Funds
placed for the account of a non-Bank Client.

(d) After the effective date of any change in or discontinuance of
any schedule of concessions, distribution payments, or service
payments, or the termination of a Plan, any concessions, distribution
payments, or service payments will be allowable or payable to you only
in accordance with such change, discontinuance, or termination. You
agree that you will have no claim against us or any Portfolio by
virtue of any such change, discontinuance, or termination. In the
event of any overpayment by us of any concession, distribution
payment, or service payment, you will remit such overpayment.

(e) If any Portfolio shares sold to you by us under the terms of
this Agreement are redeemed by the issuing Portfolio or tendered for
redemption by the customer within seven (7) business days after the
date of our confirmation of your original purchase order for such
shares, you agree (i) to refund promptly to us the full amount of any
concession, distribution payment, or service payment allowed or paid
to you on such shares, and (ii) if not yet allowed or paid to you, to
forfeit the right to receive any concession, distribution payment, or
service payment allowable or payable to you on such shares. We will
notify you of any such redemption within ten (10) days after the date
of the redemption.

5. Status as Registered Broker/Dealer: (a) Each party to this
Agreement represents to the other party that (i) it is registered as a
broker/dealer under the 1934 Act, (ii) it is qualified to act as a
broker/dealer in the states where it transacts business, and (iii) it
is a member in good standing of the National Association of Securities
Dealers, Inc. ("NASD"). Each party agrees to maintain its
broker/dealer registration and qualifications and its NASD membership
in good standing throughout the term of this Agreement. Each party
agrees to abide by all of the NASD's rules and regulations, including
the NASD's Conduct Rules -- in particular, Section 2830 of such Rules,
which section is deemed a part of and is incorporated by reference in
this Agreement. This Agreement will terminate automatically without
notice in the event that either party's NASD membership is terminated.

(b) Nothing in this Agreement shall cause you to be our partner,
employee, or agent, or give you any authority to act for us or for any
Portfolio. Neither we nor any Portfolio shall be liable for any of
your acts or obligations as a dealer under this Agreement.

6. Information Relating to the Portfolios: (a) No person is
authorized to make any representations concerning shares of a
Portfolio other than those contained in the Portfolio's Prospectus.
In buying Portfolio shares from us under this Agreement, you will rely
only on the representations contained in the Prospectus. Upon your
request, we will furnish you with a reasonable number of copies of the
Portfolios' current prospectuses or statements of additional
information or both (including any stickers thereto).

(c) You may not use any sales literature or advertising material
(including material disseminated through radio, television, or other
electronic media) concerning Portfolio shares, other than the printed
or electronic information referred to in paragraph 6(b) above, in
connection with the offer or sale of Portfolio shares without
obtaining our prior written approval. You may not distribute or make
available to investors any information that we furnish you marked "FOR
DEALER USE ONLY" or that otherwise indicates that it is confidential
or not intended to be distributed to investors.

(b) In the event that (i) an application for a protective decree
under the provisions of the Securities Investor Protection Act of 1970
is filed against you; (ii) you file a petition in bankruptcy or a
petition seeking similar relief under any bankruptcy, insolvency, or
similar law, or a proceeding is commenced against you seeking such
relief; or (iii) you are found by the SEC, the NASD, or any other
federal or state regulatory agency or authority to have violated any
applicable federal or state law, rule or regulation arising out of
your activities as a broker/dealer or in connection with this
Agreement, this Agreement will terminate effective immediately upon
our giving notice of termination to you. You agree to notify us
promptly and to immediately suspend sales of Portfolio shares in the
event of any such filing or violation, or in the event that you cease
to be a member in good standing of the NASD.

Very truly yours,
FIDELITY DISTRIBUTORS
CORPORATION

Please return two signed copies of this Agreement to Fidelity
Distributors Corporation. Upon acceptance, one countersigned copy
will be returned to you for your files.

_____________________________________
Name of Firm

Address: _____________________________
_____________________________________
_____________________________________

By __________________________________
Authorized Representative
_____________________________________
Name and Title (please print or type)

CRD # _______________________________

ACCEPTED AND AGREED:
FIDELITY DISTRIBUTORS CORPORATION

By __________________________________
Dated: ________________

[ATTACH REVISED SCHEDULES A AND B]

Exhibit e(11)

FORM OF

SELLING DEALER AGREEMENT

We at Fidelity Distributors Corporation invite you
(______________________________) to distribute shares of the mutual
funds, or the separate series or classes of the mutual funds, listed
on Schedule A attached to this Agreement (the "Portfolios"). We may
periodically change the list of Portfolios by giving you written
notice of the change. We are the Portfolios' principal underwriter
and, as agent for the Portfolios, we offer to sell Portfolio shares to
you on the following terms:

(e) The placing of orders with us will be governed by instructions
that we will periodically issue to you. You must pay for Portfolio
shares in New York or Boston clearing house funds or in federal funds
in accordance with such instructions, and we must receive your payment
on or before the settlement date established in accordance with Rule
15c6-1 under the Securities Exchange Act of 1934 (the "1934 Act"). If
we do not receive your payment on or before such settlement date, we
may, without notice, cancel the sale, or, at our option, sell the
shares that you ordered back to the issuing Portfolio, and we may hold
you responsible for any loss suffered by us or the issuing Portfolio
as a result of your failure to make payment as required.

(h) You may designate FIIOC to execute your customers' transactions
in Portfolio shares in accordance with the terms of any account,
program, plan, or service established or used by your customers, and
to confirm each transaction to your customers on your behalf. At the
time of the transaction, you guarantee the legal capacity of your
customers and any co-owners of such shares so transacting in such
shares.

(c) After the effective date of any change in or discontinuance of
any schedule of concessions, distribution payments, or service
payments, or the termination of a Plan, any concessions, distribution
payments, or service payments will be allowable or payable to you only
in accordance with such change, discontinuance, or termination. You
agree that you will have no claim against us or any Portfolio by
virtue of any such change, discontinuance, or termination. In the
event of any overpayment by us of any concession, distribution
payment, or service payment, you will remit such overpayment.

(d) If any Portfolio shares sold to you by us under the terms of
this Agreement are redeemed by the issuing Portfolio or tendered for
redemption by the customer within seven (7) business days after the
date of our confirmation of your original purchase order for such
shares, you agree (i) to refund promptly to us the full amount of any
concession, distribution payment, or service payment allowed or paid
to you on such shares, and (ii) if not yet allowed or paid to you, to
forfeit the right to receive any concession, distribution payment, or
service payment allowable or payable to you on such shares. We will
notify you of any such redemption within ten (10) days after the date
of the redemption.

6. Information Relating to the Portfolios: (a) No person is
authorized to make any representations concerning shares of a
Portfolio other than those contained in the Portfolio's Prospectus.
In buying Portfolio shares from us under this Agreement, you will rely
only on the representations contained in the Prospectus. Upon your
request, we will furnish you with a reasonable number of copies of the
Portfolios' current prospectuses or statements of additional
information or both (including any stickers thereto).

(c) You may not use any sales literature or advertising material
(including material disseminated through radio, television, or other
electronic media) concerning Portfolio shares, other than the printed
or electronic information referred to in paragraph 6(b) above, in
connection with the offer or sale of Portfolio shares without
obtaining our prior written approval. You may not distribute or make
available to investors any information that we furnish you marked "FOR
DEALER USE ONLY" or that otherwise indicates that it is confidential
or not intended to be distributed to investors.

12. Notices: All notices required or permitted to be given under this
Agreement shall be given in writing and delivered by personal
delivery, by postage prepaid mail, or by facsimile machine or a
similar means of same day delivery (with a confirming copy by mail).
All notices to us shall be given or sent to us at our offices located
at 82 Devonshire Street, Mail Zone L10A, Boston, Massachusetts 02109,
Attn: Broker Dealer Services Group. All notices to you shall be given
or sent to you at the address specified by you below. Each of us may
change the address to which notices shall be sent by giving notice to
the other party in accordance with this paragraph 12.

Very truly yours,
FIDELITY DISTRIBUTORS
CORPORATION

Please return two signed copies of this Agreement to Fidelity
Distributors Corporation. Upon acceptance, one countersigned copy
will be returned to you for your files.

_____________________________________
Name of Firm

Address: _____________________________
_____________________________________
_____________________________________

By __________________________________
Authorized Representative
_____________________________________
Name and Title (please print or type)

CRD # _______________________________

ACCEPTED AND AGREED:
FIDELITY DISTRIBUTORS CORPORATION

By __________________________________
Dated: _________________

[ATTACH REVISED SCHEDULE A]