COLCHESTER STREET TRUST, 485BPOS, 2000-05-24

COLCHESTER STREET TRUST
485BPOS, 2000-05-24

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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. 40 [X]

and

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

Amendment No. 40 [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).
(X) on May 25, 2000 pursuant to paragraph (b).
( ) 60 days after filing pursuant to paragraph (a)(1).
( ) on ( ) 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(registered trademark)
INSTITUTIONAL MONEY MARKET
FUNDS

TREASURY ONLY PORTFOLIO
CLASS I
(Fund 680, CUSIP 233809300 )

TREASURY PORTFOLIO
CLASS I
(Fund 695, CUSIP 316175504)

GOVERNMENT PORTFOLIO
CLASS I
(Fund 057, CU SIP 316175108 )

DOMESTIC PORTFOLIO
CLASS I
(Fund 690, C USIP 316175405 )

MONEY MARKET PORTFOLIO
CLASS I
(Fund 059, C USIP 316175207)

TAX-EXEMPT PORTFOLIO
CLASS I
(Fund 056, CUSIP 316176106)

PROSPECTUS
MAY 25, 200 0

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 3 INVESTMENT SUMMARY

5 PERFORMANCE

9 FEE TABLE

FUND BASICS 13 INVESTMENT DETAILS

15 VALUING SHARES

SHAREHOLDER INFORMATION 15 BUYING AND SELLING SHARES

20 EXCHANGING SHARES

21 ACCOUNT FEATURES AND POLICIES

21 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

21 TAX CONSEQUENCES

FUND SERVICES 22 FUND MANAGEMENT

22 FUND DISTRIBUTION

APPENDIX 22 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) Normally 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 that provide credit support or a maturity-shortening
structure can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) FINANCIAL SERVICES EXPOSURE. Changes in
government regulation and interest rates and economic downturns can
have a significant negative effect 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, 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.

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Normally investing 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) N ormally investing so that at least 80% of
the 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 alternative
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 changes in each fund's
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> <C> <C>
TREASURY ONLY PORTFOLIO -
CLASS I

Calendar Years 1991 1992 1993 1994 1995 1996 1997 1998 1999

6.04% 3.74% 2.98% 4.01% 5.68% 5.18% 5.30% 5.17% 4.75%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: 6.04
Row: 3, Col: 1, Value: 3.74
Row: 4, Col: 1, Value: 2.98
Row: 5, Col: 1, Value: 4.01
Row: 6, Col: 1, Value: 5.68
Row: 7, Col: 1, Value: 5.18
Row: 8, Col: 1, Value: 5.3
Row: 9, Col: 1, Value: 5.17
Row: 10, Col: 1, Value: 4.75

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS I OF TREASURY ONLY
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 1.67% (QUARTER
END ED MARCH 31, 1991) AND THE LOWEST RETURN FOR A QUARTER WAS
0.72% (QUARTER END ED JUNE 30, 1993).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS I OF TREASURY
ONLY PORTFOLIO WAS 1.35 %.

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

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

8.27% 6.00% 3.78% 3.05% 4.11% 5.90% 5.32% 5.49% 5.39% 4.91%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: 8.27
Row: 2, Col: 1, Value: 6.0
Row: 3, Col: 1, Value: 3.78
Row: 4, Col: 1, Value: 3.05
Row: 5, Col: 1, Value: 4.109999999999999
Row: 6, Col: 1, Value: 5.9
Row: 7, Col: 1, Value: 5.319999999999999
Row: 8, Col: 1, Value: 5.49
Row: 9, Col: 1, Value: 5.39
Row: 10, Col: 1, Value: 4.91

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS I OF TREASURY
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 2.03% (QUARTER
END ED SEPTEMBER 30, 1990) AND THE LOWEST RETURN FOR A QUARTER
WAS 0.75% (QUARTER ENDED JUNE 30, 1993).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS I OF TREASURY
PORTFOLIO WAS 1.36 %.

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

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

8.31% 6.15% 3.90% 3.12% 4.19% 5.95% 5.42% 5.54% 5.48% 5.10%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: 8.310000000000001
Row: 2, Col: 1, Value: 6.15
Row: 3, Col: 1, Value: 3.9
Row: 4, Col: 1, Value: 3.12
Row: 5, Col: 1, Value: 4.19
Row: 6, Col: 1, Value: 5.95
Row: 7, Col: 1, Value: 5.42
Row: 8, Col: 1, Value: 5.54
Row: 9, Col: 1, Value: 5.48
Row: 10, Col: 1, Value: 5.1

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS I OF GOVERNMENT
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 2. 04 % (QUARTER
END ED JUNE 30, 1990) AND THE LOWEST RETURN FOR A QUARTER WAS
0.76% (QUARTER END ED JUNE 30, 1993).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS I OF GOVERNMENT
PORTFOLIO WAS 1.42 %.

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

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

8.45% 6.20% 3.82% 3.13% 4.28% 5.98% 5.42% 5.58% 5.53% 5.20%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: 8.450000000000001
Row: 2, Col: 1, Value: 6.2
Row: 3, Col: 1, Value: 3.82
Row: 4, Col: 1, Value: 3.13
Row: 5, Col: 1, Value: 4.28
Row: 6, Col: 1, Value: 5.98
Row: 7, Col: 1, Value: 5.42
Row: 8, Col: 1, Value: 5.58
Row: 9, Col: 1, Value: 5.53
Row: 10, Col: 1, Value: 5.2

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS I OF DOMESTIC
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 2.08% (QUARTER
END ED MARCH 31, 1990) AND THE LOWEST RETURN FOR A QUARTER WAS
0.76% (QUARTER END ED JUNE 30, 1993).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS I OF DOMESTIC
PORTFOLIO WAS 1.45 %.

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

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

8.43% 6.29% 3.91% 3.19% 4.31% 6.02% 5.46% 5.62% 5.56% 5.22%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: 8.43
Row: 2, Col: 1, Value: 6.29
Row: 3, Col: 1, Value: 3.91
Row: 4, Col: 1, Value: 3.19
Row: 5, Col: 1, Value: 4.31
Row: 6, Col: 1, Value: 6.02
Row: 7, Col: 1, Value: 5.46
Row: 8, Col: 1, Value: 5.619999999999999
Row: 9, Col: 1, Value: 5.56
Row: 10, Col: 1, Value: 5.22

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS I OF MONEY MARKET
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 2. 06 % (QUARTER
END ED JUNE 30, 1990) AND THE LOWEST RETURN FOR A QUARTER WAS
0.78% (QUARTER END ED JUNE 30, 1993).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS I OF MONEY
MARKET PORTFOLIO WAS 1.46 %.

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

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

5.82% 4.57% 3.06% 2.46% 2.83% 3.80% 3.40% 3.60% 3.40% 3.21%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: 5.819999999999999
Row: 2, Col: 1, Value: 4.57
Row: 3, Col: 1, Value: 3.06
Row: 4, Col: 1, Value: 2.46
Row: 5, Col: 1, Value: 2.83
Row: 6, Col: 1, Value: 3.8
Row: 7, Col: 1, Value: 3.4
Row: 8, Col: 1, Value: 3.6
Row: 9, Col: 1, Value: 3.4
Row: 10, Col: 1, Value: 3.21

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS I OF TAX-EXEMPT
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 1. 47 % (QUARTER
ENDED DECEMBER 31, 1990 ) AND THE LOWEST RETURN FOR A QUARTER
WAS 0.57% (QUARTER ENDED MARCH 31, 1994).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS I OF TAX-EXEMPT
PORTFOLIO WAS 0.8 6%.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Past 5 years Past 10 years/Life of class
December 31, 1999

Treasury Only Portfolio - 4.75% 5.21% 4.83%A
Class I

Treasury Portfolio - Class I 4.91% 5.40% 5.21%

Government Portfolio - Class I 5.10% 5.50% 5.31%

Domestic Portfolio - Class I 5.20% 5.54% 5.35%

Money Market Portfolio - 5.22% 5.58% 5.39%
Class I

Tax-Exempt Portfolio - Class I 3.21% 3.48% 3.61%

</TABLE>

A FROM OCTOBER 3, 1990.

If FMR had not reimbursed certain class expenses during these periods,
each fund's Class I 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 do not reflect the
effect of any expense reimbursements during the period.

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 0.20%

Distribution and Service None
(12b-1) fee

Other expenses 0.05%

Total annual class operating 0.25%
expensesA

TREASURY PORTFOLIO Management fee 0.20%

Distribution and Service None
(12b-1) fee

Other expenses 0.04%

Total annual class operating 0.24%
expensesA

GOVERNMENT PORTFOLIO Management fee 0.20%

Distribution and Service None
(12b-1) fee

Other expenses 0.05%

Total annual class operating 0.25%
expensesA

DOMESTIC PORTFOLIO Management fee 0.20%

Distribution and Service None
(12b-1) fee

Other expenses 0.06%

Total annual class operating 0.26%
expensesA

MONEY MARKET PORTFOLIO Management fee 0.20%

Distribution and Service None
(12b-1) fee

Other expenses 0.04%

Total annual class operating 0.24%
expensesA

TAX-EXEMPT PORTFOLIO Management fee 0.20%

Distribution and Service None
(12b-1) fee

Other expenses 0.05%

Total annual class operating 0.25%
expensesA

A FMR 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 ITS AVERAGE NET ASSETS, EXCEED 0.20% (0.18% FOR MONEY
MARKET PORTFOLIO). THESE ARRANGEMENTS CAN BE DISCONTINUED BY FMR AT
ANY TIME.

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 at the end of each time
period indicated:

Class I

TREASURY ONLY PORTFOLIO 1 year $ 26

3 years $ 80

5 years $ 141

10 years $ 318

TREASURY PORTFOLIO 1 year $ 25

3 years $ 77

5 years $ 135

10 years $ 306

GOVERNMENT PORTFOLIO 1 year $ 26

3 years $ 80

5 years $ 141

10 years $ 318

DOMESTIC PORTFOLIO 1 year $ 27

3 years $ 84

5 years $ 146

10 years $ 331

MONEY MARKET PORTFOLIO 1 year $ 25

3 years $ 77

5 years $ 135

10 years $ 306

TAX-EXEMPT PORTFOLIO 1 year $ 26

3 years $ 80

5 years $ 141

10 years $ 318

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 agreements 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, 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
alternative 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.

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.

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.

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 can 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 sector 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
to 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
could 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 New York (New York Fed), 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 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 your
Fidelity client services representative or 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(registered trademark)
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 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 the class 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.

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 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 your
Fidelity client services
representative or
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 your
Fidelity client services
representative or
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
(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.

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 your
Fidelity client services
representative or
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 your
Fidelity client services
representative or
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 the class 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) Y our account registration has changed
within the last 15 or 30 days, depending on your account;
or

(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 property rather than in cash if FMR determines it
is in the best interests of a fund.

KEY INFORMATION

PHONE (small solid bullet) Call
your investment professional
or, if you trade directly
through Fidelity, call your
Fidelity client services
representative or
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 your
Fidelity client services
representative or
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 your Fidelity client services
representative or 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 Fidelity at 1-888-622-3175 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 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 GAIN 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 gain 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 New York
Fed closes early, a class may advance the time on that day by
which wire 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
New York Fed 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's distributions:

1. REINVESTMENT OPTION. Your dividends and capital gain 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 gain 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 (the municipal fun d) 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
tax . A portion of the dividends you receive from the
municipal fund may be s ubject to federal and state income taxes.
You may also receive taxable distributions
attributable to the municipal fund's sale of municipal bonds.

For federal tax purposes, each taxable fund's dividends and each
fund's distributions of short-term capital gains and gains on bonds
characterized as market discount 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 for federal tax
purposes.

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 March 31, 2000 , FMR had approximatel y $639. 1
billion in discretionary assets under management.

As the manager, FMR is responsible for choosing each fund's
investments and handling its business affairs.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, serves as sub-adviser for each fund. FIMM is primarily
responsible for choosing investments for each fund.

FIMM is an affiliate of FMR. As of March 31, 2000 , FIMM had
approximately $206.8 billio n in discretionary assets under
management.

From time to time a manager, analyst, or other Fidelity employee
may express views regarding a particular company, security, industry,
or market sector. The views expressed by any such person are the views
of only that individual as of the time expressed and do not
necessarily represent the views of Fidelity or any other person in the
Fidelity organization. Any such views are subject to change at any
time based upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.

E ach 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, 2000, Money Market Portfolio
paid a management fee of 0.18% of the fund's average net assets, after
reimbursement.

FMR pays FIMM for providing sub-advisory services.

FMR may, from time to time, agree to reimburse a 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 discontinued by FMR at any time, can decrease a
class's expenses and boost its performance.

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 the class's
shares.

Class I of each fund 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 significant amounts
to 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.

If payments made by FMR to FDC or to intermediaries under a
Distribution and Service Plan were considered to be paid out of
Class I's assets on an ongoing basis, they might increase the cost of
your investment and might cost you more than paying other types of
sales charges.

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 shares of the
funds to or to buy shares of the funds from any person to whom it is
unlawful to make such offer.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights tables are 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. The total
returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the class (assuming reinvestment
of all dividends and distributions). This information has been
audited by Deloitte & Touche LLP (2000 annual information
only), independent accountants, whose report, along with each
fund's financial highlights and financial statements, are included in
each fund's annual report. Annual information prior to 2000
was audited by PricewaterhouseCoopers LLP . A free copy of the
annual report is available upon request.

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

Years ended March 31, 2000 1999 1998 1997 1996

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .049 .049 .052 .050 .054

Less Distributions

From net interest income (.049) (.049) (.052) (.050) (.054)

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

TOTAL RETURN A 4.98% 4.99% 5.33% 5.17% 5.56%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,133,330 $ 949,894 $ 942,561 $ 1,156,667 $ 1,361,050
(000 omitted)

Ratio of expenses to average .20% B .20% B .20% B .20% B .20% B
net assets

Ratio of net interest income 4.90% 4.87% 5.20% 5.05% 5.41%
to average net assets

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

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

Years ended March 31, 2000 1999 1998 1997 1996

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .050 .051 .054 .052 .056

Less Distributions

From net interest income (.050) (.051) (.054) (.052) (.056)

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

TOTAL RETURN A 5.12% 5.19% 5.55% 5.30% 5.79%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 4,461,393 $ 3,935,421 $ 4,498,484 $ 5,598,330 $ 7,134,049
(000 omitted)

Ratio of expenses to average .20% B .20% B .20% B .20% B .20% B
net assets

Ratio of net interest income 5.00% 5.05% 5.41% 5.17% 5.61%
to average net assets

</TABLE>

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

Years ended March 31, 2000 1999 1998 1997 1996

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .052 .052 .055 .052 .057

Less Distributions

From net interest income (.052) (.052) (.055) (.052) (.057)

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

TOTAL RETURN A 5.32% 5.31% 5.60% 5.37% 5.84%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 6,033,243 $ 4,896,805 $ 3,528,366 $ 2,810,717 $ 3,064,136
(000 omitted)

Ratio of expenses to average .20% B .20% B .20% B .20% B .20% B
net assets

Ratio of net interest income 5.23% 5.18% 5.47% 5.25% 5.69%
to average net assets

</TABLE>

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

Years ended March 31, 2000 1999 1998 1997 1996

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .053 .052 .055 .053 .057

Less Distributions

From net interest income (.053) (.052) (.055) (.053) (.057)

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

TOTAL RETURN A 5.45% 5.37% 5.64% 5.40% 5.85%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 4,362,301 $ 2,229,906 $ 1,170,833 $ 919,554 $ 1,117,917
(000 omitted)

Ratio of expenses to average .20% B .20% B .20% B .20% B .20% B
net assets

Ratio of net interest income 5.47% 5.17% 5.50% 5.26% 5.66%
to average net assets

</TABLE>

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

Years ended March 31, 2000 1999 1998 1997 1996

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .053 .053 .055 .053 .057

Less Distributions

From net interest income (.053) (.053) (.055) (.053) (.057)

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

TOTAL RETURN A 5.47% 5.40% 5.68% 5.43% 5.90%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 14,983,658 $ 12,768,085 $ 9,383,996 $ 8,714,137 $ 6,465,953
(000 omitted)

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

Ratio of net interest income 5.36% 5.24% 5.54% 5.31% 5.73%
to average net assets

</TABLE>

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

Years ended March 31, 2000 1999 1998 1997 1996

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .033 .032 .035 .033 .036

Less Distributions

From net interest income (.033) (.032) (.035) (.033) (.036)

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

TOTAL RETURN A 3.38% 3.28% 3.60% 3.40% 3.70%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,825,452 $ 1,876,635 $ 2,135,884 $ 2,022,191 $ 1,806,918
(000 omitted)

Ratio of expenses to average .20% B .20% B .20% B .20% B .19% B
net assets

Ratio of net interest income 3.32% 3.24% 3.54% 3.34% 3.64%
to average net assets

</TABLE>

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
1-888-622-3175.

The SAI, the funds' annual and semi-annual reports and other related
materials are available from the Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) Database on the SEC's web site
(http://www.sec.gov). You can obtain copies of this information ,
after paying a duplicating fee, by sending a request by e-mail
to [email protected] or by writing the Public Reference Section
of the SEC, Washington, D.C. 20549- 0102 . 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
1-202-942-8090 for information on the operation of the SEC's
Public Reference Room.

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

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

1. 702218.102 IMMI-pro-0500

FIDELITY(registered trademark)
INSTITUTIONAL MONEY MARKET
FUNDS

TREASURY ONLY PORTFOLIO
CLASS II
(Fund 542, CUSIP 233809805)

TREASURY PORTFOLIO
CLASS II
(Fund 600, CUSIP 316175835 )

GOVERNMENT PORTFOLIO
CLASS II
(Fund 604, CUSIP 316175850 )

DOMESTIC PORTFOLIO
CLASS II
(Fund 692, CUSIP 316175868 )

MONEY MARKET PORTFOLIO
CLASS II
(Fund 541, CUSIP 316175843 )

TAX-EXEMPT PORTFOLIO
CLASS II
(Fund 544, CUSIP 316176205)

PROSPECTUS
MAY 25, 2000

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

4 PERFORMANCE

8 FEE TABLE

FUND BASICS 12 INVESTMENT DETAILS

15 VALUING SHARES

SHAREHOLDER INFORMATION 15 BUYING AND SELLING SHARES

20 EXCHANGING SHARES

21 ACCOUNT FEATURES AND POLICIES

21 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

21 TAX CONSEQUENCES

FUND SERVICES 22 FUND MANAGEMENT

22 FUND DISTRIBUTION

APPENDIX 22 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) Normally 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.

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.

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Normally investing so that at least 80% of
the fund's income distributions is exempt from federal income
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 each fund's
performance from year to year. Returns are based on past results and
are not an indication of future performance.

YEAR-BY-YEAR RETURNS

TREASURY ONLY PORTFOLIO -
CLASS II

Calendar Years 1996 1997 1998 1999

5.01% 5.14% 5.01% 4.59%

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: 5.01
Row: 8, Col: 1, Value: 5.14
Row: 9, Col: 1, Value: 5.01
Row: 10, Col: 1, Value: 4.59

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS II OF TREASURY ONLY
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 1.28% (QUARTER
ENDED DECEMBER 31, 1997 ) AND THE LOWEST RETURN FOR A QUARTER
WAS 1.08% (QUARTER ENDED MARCH 31, 1999 ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS II OF TREASURY
ONLY PORTFOLIO WAS 1.31% .

TREASURY PORTFOLIO - CLASS II

Calendar Years 1996 1997 1998 1999

5.17% 5.34% 5.23% 4.75%

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: 5.17
Row: 8, Col: 1, Value: 5.34
Row: 9, Col: 1, Value: 5.23
Row: 10, Col: 1, Value: 4.75

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS II OF TREASURY
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 1.34% (QUARTER
ENDED DECEMBER 31, 1997 ) AND THE LOWEST RETURN FOR A QUARTER
WAS 1.11% (QUARTER ENDED MARCH 31, 1999 ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS II OF TREASURY
PORTFOLIO WAS 1.32%.

GOVERNMENT PORTFOLIO - CLASS II

Calendar Years 1996 1997 1998 1999

5.27% 5.39% 5.32% 4.94%

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: 5.270000000000001
Row: 8, Col: 1, Value: 5.39
Row: 9, Col: 1, Value: 5.319999999999999
Row: 10, Col: 1, Value: 4.94

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS II OF GOVERNMENT
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 1.36% (QUARTER
ENDED DECEMBER 31, 1997 ) AND THE LOWEST RETURN FOR A QUARTER
WAS 1.15% (QUARTER ENDED JUNE 30, 1999).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS II OF
GOVERNMENT PORTFOLIO WAS 1.38%.

DOMESTIC PORTFOLIO - CLASS II

Calendar Years 1996 1997 1998 1999

5.26% 5.43% 5.38% 5.04%

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: 5.26
Row: 8, Col: 1, Value: 5.430000000000001
Row: 9, Col: 1, Value: 5.38
Row: 10, Col: 1, Value: 5.04

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS II OF DOMESTIC
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 1.37% (QUARTER
ENDED DECEMBER 31, 1999 ) AND THE LOWEST RETURN FOR A QUARTER
WAS 1.16% (QUARTER ENDED JUNE 30, 1999 ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS II OF DOMESTIC
PORTFOLIO WA S 1.42%.

MONEY MARKET PORTFOLIO -
CLASS II

Calendar Years 1996 1997 1998 1999

5.30% 5.46% 5.40% 5.06%

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: 5.3
Row: 8, Col: 1, Value: 5.46
Row: 9, Col: 1, Value: 5.4
Row: 10, Col: 1, Value: 5.06

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS II OF MONEY MARKET
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 1.37% (QUARTER
ENDED DECEMBER 31, 1997 ) AND THE LOWEST RETURN FOR A QUARTER
WAS 1.17% (QUARTER ENDED JUNE 30, 1999 ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS II OF MONEY
MARKET PORTFOLIO WA S 1.43%.

TAX-EXEMPT PORTFOLIO - CLASS II

Calendar Years 1996 1997 1998 1999

3.25% 3.44% 3.24% 3.05%

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: 3.25
Row: 8, Col: 1, Value: 3.44
Row: 9, Col: 1, Value: 3.24
Row: 10, Col: 1, Value: 3.05

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS II OF TAX-EXEMPT
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 0.90% (QUARTER
ENDED JUNE 30, 1997 ) AND THE LOWEST RETURN FOR A QUARTER WAS
0.66% (QUARTER ENDED MARCH 31, 1999 ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS II OF
TAX-EXEMPT PORTFOLIO WAS 0.83 %.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Life of class
December 31, 1999

Treasury Only Portfolio - 4.59% 4.95%A
Class II

Treasury Portfolio - Class II 4.75% 5.14%A

Government Portfolio - Class II 4.94% 5.24%A

Domestic Portfolio - Class II 5.04% 5.29%A

Money Market Portfolio - 5.06% 5.32%A
Class II

Tax-Exempt Portfolio - Class II 3.05% 3.26%A

A FROM NOVEMBER 6, 1995.

If FMR had not reimbursed certain class expenses during these periods,
each fund's Class II 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 do not reflect
the effect of any expense reimbursements during the period.

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 0.20%

Distribution and Service 0.15%
(12b-1) fee

Other expenses 0.05%

Total annual class operating 0.40%
expensesA

TREASURY PORTFOLIO Management fee 0.20%

Distribution and Service 0.15%
(12b-1) fee

Other expenses 0.04%

Total annual class operating 0.39%
expensesA

GOVERNMENT PORTFOLIO Management fee 0.20%

Distribution and Service 0.15%
(12b-1) fee

Other expenses 0.06%

Total annual class operating 0.41%
expensesA

DOMESTIC PORTFOLIO Management fee 0.20%

Distribution and Service 0.15%
(12b-1) fee

Other expenses 0.06%

Total annual class operating 0.41%
expensesA

MONEY MARKET PORTFOLIO Management fee 0.20%

Distribution and Service 0.15%
(12b-1) fee

Other expenses 0.05%

Total annual class operating 0.40%
expensesA

TAX-EXEMPT PORTFOLIO Management fee 0.20%

Distribution and Service 0.15%
(12b-1) fee

Other expenses 0.05%

Total annual class operating 0.40%
expensesA

A FMR 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 ITS AVERAGE NET ASSETS, EXCEED 0.20%
( 0.1 8% FOR MONEY MARKET PORTFOLIO). THESE ARRANGEMENTS CAN BE
DISCONTINUED BY FMR AT ANY TIME.

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 at the end of each time period
indicated:

Class II

TREASURY ONLY PORTFOLIO 1 year $ 41

3 years $ 128

5 years $ 224

10 years $ 505

TREASURY PORTFOLIO 1 year $ 40

3 years $ 125

5 years $ 219

10 years $ 493

GOVERNMENT PORTFOLIO 1 year $ 42

3 years $ 132

5 years $ 230

10 years $ 518

DOMESTIC PORTFOLIO 1 year $ 42

3 years $ 132

5 years $ 230

10 years $ 518

MONEY MARKET PORTFOLIO 1 year $ 41

3 years $ 128

5 years $ 224

10 years $ 505

TAX-EXEMPT PORTFOLIO 1 year $ 41

3 years $ 128

5 years $ 224

10 years $ 505

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 agreements 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 can 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

The funds are open for business each day that the Federal Reserve Bank
of New York (New York Fed) , 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 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 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 your
Fidelity client services representative or 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(registered trademark)
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 the class 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 $1,000,000

KEY INFORMATION

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.

SELLING SHARES

The price to sell one share of the class 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) Y our account registration has changed
within the last 15 or 30 days, depending on your
account ; or

(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 property rather than in cash if FMR determines it
is in the best interests of a fund.

KEY INFORMATION

(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 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) 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).

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

DIVIDENDS AND CAPITAL GAIN 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 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

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 gain 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 gain distributions, if any,
will be paid in cash.

TAX CONSEQUENCES

Tax-Exempt Portfolio (the municipal fun d) 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
tax . A portion of the dividends you receive from the
municipal fund may be subject to federal and state income taxes. You
may also receive taxable distributions attributable to the municipal
fund's sale of municipal bon ds.

For federal tax purposes, each taxable fund's dividends and each
fund's distributions of short-term capital gains and gains on bonds
characterized as market discount 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 for federal tax
purposes.

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 March 31, 2000 , FMR had approximately $639.1
billio n in discretionary assets under management.

As the manager, FMR is responsible for choosing each fund's
investments and handling its business affairs.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, serves as sub-adviser for each fund. FIMM is primarily
responsible for choosing investments for each fund.

FIMM is an affiliate of FMR. As of March 31, 2000 , FIMM had
approximate ly $206.8 billion in discretionary assets under
management.

E ach 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, 2000, Money Market Portfolio
paid a management fee of 0.18% of the fund's average net assets, after
reimbursement.

FMR pays FIMM for providing sub-advisory services.

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 the class'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) , including its
affiliates 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.

In addition, each 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 of
significant amounts made to intermediaries that provide those
services. Currently, the Board of Trustees of each fund has
authorized such payments for Class II.

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.

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 t ables ar e intended to help you
understand Class II's financial history for the period of the class's
operations. Certain information reflects financial results for a
single class share. T he total returns in the table represent the
rate that an investor would have earned (or lost) on an investment in
the class (assuming reinvestment of all dividends and
distribution s). This information has been audited by Deloitte &
Touche LLP (2000 annual information only), independent
accountants, whose report, along with each fund's financial highlights
and financial statements, are included in each fund's annual
report. Annual information prior to 2000 was audited by
PricewaterhouseCoopers LLP. A free copy of the annual report is
available upon request.

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

Years ended March 31, 2000 1999 1998 1997 1996 F

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .047 .047 .051 .049 .020

Less Distributions

From net interest income (.047) (.047) (.051) (.049) (.020)

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

TOTAL RETURN B, C 4.83% 4.84% 5.18% 5.01% 2.04%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 52,450 $ 57,776 $ 36,847 $ 56,502 $ 102
(000 omitted)

Ratio of expenses to average .35% D .35% D .35% D .35% D .35% A, D
net assets

Ratio of expenses to average .35% .35% .35% .34% E .35% A
net assets after expense
reductions

Ratio of net interest income 4.73% 4.73% 5.05% 4.94% 5.03% A
to average net assets

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS'S
EXPENSES.
F FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS II
SHARES) TO MARCH 31, 1996.

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

Years ended March 31, 2000 1999 1998 1997 1996 E

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .049 .049 .053 .050 .021

Less Distributions

From net interest income (.049) (.049) (.053) (.050) (.021)

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

TOTAL RETURN B, C 4.97% 5.03% 5.40% 5.14% 2.14%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 473,503 $ 372,734 $ 410,383 $ 89,801 $ 40,470
(000 omitted)

Ratio of expenses to average .35% D .35% D .35% D .35% D .35% A, D
net assets

Ratio of net interest income 4.89% 4.91% 5.25% 5.01% 5.18% A
to average net assets

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS II
SHARES) TO MARCH 31, 1996.

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

Years ended March 31, 2000 1999 1998 1997 1996 E

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .050 .050 .053 .051 .021

Less Distributions

From net interest income (.050) (.050) (.053) (.051) (.021)

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

TOTAL RETURN B, C 5.17% 5.16% 5.45% 5.22% 2.16%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 507,409 $ 419,679 $ 151,951 $ 108,636 $ 102
(000 omitted)

Ratio of expenses to average .35% D .35% D .35% D .35% D .35% A, D
net assets

Ratio of net interest income 5.10% 4.94% 5.32% 5.10% 5.33% A
to average net assets

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS II
SHARES) TO MARCH 31, 1996.

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

Years ended March 31, 2000 1999 1998 1997 1996E

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .052 .051 .054 .051 .021

Less Distributions

From net interest income (.052) (.051) (.054) (.051) (.021)

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

TOTAL RETURN B, C 5.29% 5.22% 5.49% 5.24% 2.15%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 315,890 $ 324,648 $ 34,455 $ 4,235 $ 2,105
(000 omitted)

Ratio of expenses to average .35% D .35% D .35% D .35% D .35% A, D
net assets

Ratio of net interest income 5.21% 4.92% 5.36% 5.10% 5.20% A
to average net assets

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS II
SHARES) TO MARCH 31, 1996.

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

Years ended March 31, 2000 1999 1998 1997 1996 E

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .052 .051 .054 .051 .022

Less Distributions

From net interest income (.052) (.051) (.054) (.051) (.022)

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

TOTAL RETURN B, C 5.31% 5.24% 5.52% 5.27% 2.17%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 199,551 $ 89,741 $ 85,990 $ 167,583 $ 64,200
(000 omitted)

Ratio of expenses to average .33% D .33% D .33% D .33% D .33% A, D
net assets

Ratio of net interest income 5.17% 5.13% 5.39% 5.16% 5.29% A
to average net assets

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS II
SHARES) TO MARCH 31, 1996.

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

Years ended March 31, 2000 1999 1998 1997 1996 E

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .032 .031 .034 .032 .013

Less Distributions

From net interest income (.032) (.031) (.034) (.032) (.013)

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

TOTAL RETURN B, C 3.22% 3.13% 3.44% 3.25% 1.34%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 25,937 $ 23,579 $ 30,829 $ 60,247 $ 968
(000 omitted)

Ratio of expenses to average .35% D .35% D .35% D .35% D .35% A, D
net assets

Ratio of net interest income 3.13% 3.05% 3.41% 3.21% 3.17% A
to average net assets

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS II
SHARES) TO MARCH 31, 1996.

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-888-622-3175.

The SAI, the funds' annual and semi-annual reports and other
related materials are available from the Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) Database on the SEC's web site
(http://www.sec.gov). You can obtain copies of this information, after
paying a duplicating fee, by sending a request by e-mail to
[email protected] or by writing the Public Reference Section of the
SEC, Washington, D.C. 20549-0102. 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 1-202-942-8090 for
information on the operation of the SEC's Public Reference Room.

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

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

1 .702221.102 IMMII-pro-0500

FIDELITY(registered trademark)
INSTITUTIONAL MONEY MARKET
FUNDS

TREASURY ONLY PORTFOLIO
CLASS III
(Fund 543, C USIP 233809888)

TREASURY PORTFOLIO
CLASS III
(Fund 69 6, CUSIP 316175884)

GOVERNMENT PORTFOLIO
CLASS III
(Fund 657, CUSIP 316175603)

DOMESTIC PORTFOLIO
CLASS III
(Fund 691, CUSI P 316175876)

MONEY MARKET PORTFOLIO
CLASS III
(Fund 659, CUSIP 316175702)

TAX-EXEMPT PORTFOLIO
CLASS III
(Fund 684, CUSIP 316176304)

PROSPECTUS
MAY 25, 2000

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

4 PERFORMANCE

8 FEE TABLE

FUND BASICS 12 INVESTMENT DETAILS

14 VALUING SHARES

SHAREHOLDER INFORMATION 14 BUYING AND SELLING SHARES

19 EXCHANGING SHARES

20 ACCOUNT FEATURES AND POLICIES

20 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

20 TAX CONSEQUENCES

FUND SERVICES 21 FUND MANAGEMENT

21 FUND DISTRIBUTION

APPENDIX 21 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) Normally 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.

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.

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Normally investing so that at least 80% of
the fund's income distributions is exempt from federal income
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 each fund's
performance from year to year. Returns are based on past results and
are not an indication of future performance.

YEAR-BY-YEAR RETURNS

TREASURY ONLY PORTFOLIO -
CLASS III

Calendar Years 1996 1997 1998 1999

4.92% 5.04% 4.91% 4.49%

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: 4.92
Row: 8, Col: 1, Value: 5.04
Row: 9, Col: 1, Value: 4.91
Row: 10, Col: 1, Value: 4.49

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS III OF TREASURY ONLY
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 1.25% (QUARTER
ENDED DECEMBER 31, 1997 ) AND THE LOWEST RETURN FOR A QUARTER
WAS 1.06% (QUARTER ENDED MARCH 31, 1999 ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS III OF
TREASURY ONLY PORTFOLIO WAS 1.28%.

TREASURY PORTFOLIO - CLASS III

Calendar Years 1994 1995 1996 1997 1998 1999

3.78% 5.59% 5.06% 5.23% 5.13% 4.65%

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: 3.78
Row: 6, Col: 1, Value: 5.59
Row: 7, Col: 1, Value: 5.06
Row: 8, Col: 1, Value: 5.23
Row: 9, Col: 1, Value: 5.13
Row: 10, Col: 1, Value: 4.65

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS III OF TREASURY
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 1.40% (QUARTER
E NDED JUNE 30, 1995 ) AND THE LOWEST RETURN FOR A QUARTER WAS
0.69% (QUARTER ENDED MARCH 31, 1994 ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS III OF
TREASURY PORTFOLIO WAS 1.30%.

GOVERNMENT PORTFOLIO - CLASS
III

Calendar Years 1995 1996 1997 1998 1999

5.69% 5.16% 5.28% 5.22% 4.84%

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: 5.69
Row: 7, Col: 1, Value: 5.159999999999999
Row: 8, Col: 1, Value: 5.28
Row: 9, Col: 1, Value: 5.22
Row: 10, Col: 1, Value: 4.84

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS III OF GOVERNMENT
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 1.43% (QUARTER
ENDED JUNE 30, 1995 ) AND THE LOWEST RETURN FOR A QUARTER WAS
1.12% (QUARTER ENDED JUNE 30, 1999 ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS III OF
GOVERNMENT PORTFOLIO WAS 1.36%.

DOMESTIC PORTFOLIO - CLASS III

Calendar Years 1995 1996 1997 1998 1999

5.67% 5.16% 5.32% 5.27% 4.94%

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: 5.67
Row: 7, Col: 1, Value: 5.159999999999999
Row: 8, Col: 1, Value: 5.319999999999999
Row: 9, Col: 1, Value: 5.270000000000001
Row: 10, Col: 1, Value: 4.94

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS III OF DOMESTIC
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 1.42% (QUARTER
ENDED JUNE 30, 1995 ) AND THE LOWEST RETURN FOR A QUARTER WAS
1.13% (QUARTER ENDED JUNE 30, 1999 ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS III OF DOMESTIC
PORTFOLIO WAS 1.39 %.

MONEY MARKET PORTFOLIO -
CLASS III

Calendar Years 1994 1995 1996 1997 1998 1999

3.98% 5.72% 5.20% 5.35% 5.30% 4.96%

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: 3.98
Row: 6, Col: 1, Value: 5.72
Row: 7, Col: 1, Value: 5.2
Row: 8, Col: 1, Value: 5.35
Row: 9, Col: 1, Value: 5.3
Row: 10, Col: 1, Value: 4.96

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS III OF MONEY MARKET
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 1.43% (QUARTER
ENDED JUNE 30, 1995 ) AND THE LOWEST RETURN FOR A QUARTER WAS
0.73% (QUARTER ENDED MARCH 31, 1994 ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS III OF MONEY
MARKET PORTFOLIO WAS 1.40%.

TAX-EXEMPT PORTFOLIO - CLASS
III

Calendar Years 1996 1997 1998 1999

3.14% 3.34% 3.14% 2.95%

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: 3.14
Row: 8, Col: 1, Value: 3.34
Row: 9, Col: 1, Value: 3.14
Row: 10, Col: 1, Value: 2.95

DURING THE PERIODS SHOWN IN THE CHART FOR CLASS III OF TAX-EXEMPT
PORTFOLIO, THE HIGHEST RETURN FOR A QUARTER WAS 0.88% (QUARTER
E NDED JUNE 30, 1997 ) AND THE LOWEST RETURN FOR A QUARTER WAS
0.64% (QUARTER ENDED MARCH 31, 1999 ).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR CLASS III OF
TAX-EXEMPT PORTFOLIO WAS 0 .80% .

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Past 5 years Life of class
December 31, 1999

Treasury Only Portfolio - 4.49% n/a 4.85%A
Class III

Treasury Portfolio - Class III 4.65% 5.13% 4.83%B

Government Portfolio - Class 4.84% 5.23% 5.10%C
III

Domestic Portfolio - Class III 4.94% 5.27% 5.22%D

Money Market Portfolio - 4.96% 5.30% 5.04%E
Class III

Tax-Exempt Portfolio - Class 2.95% n/a 3.16%A
III

A FROM NOVEMBER 6, 1995.
B FROM OCTOBER 22, 1993.
C FROM APRIL 4, 1994.
D FROM JULY 19, 1994.
E FROM NOVEMBER 17, 1993.

If FMR had not reimbursed certain class expenses during these periods,
each fund's Class III 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 do not reflect
the effect of any expense reimbursements during the period.

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 0.20%

Distribution and Service 0.25%
(12b-1) fee

Other expenses 0.05%

Total annual class operating 0.50%
expensesA

TREASURY PORTFOLIO Management fee 0.20%

Distribution and Service 0.25%
(12b-1) fee

Other expenses 0.04%

Total annual class operating 0.49%
expensesA

GOVERNMENT PORTFOLIO Management fee 0.20%

Distribution and Service 0.25%
(12b-1) fee

Other expenses 0.06%

Total annual class operating 0.51%
expensesA

DOMESTIC PORTFOLIO Management fee 0.20%

Distribution and Service 0.25%
(12b-1) fee

Other expenses 0.07%

Total annual class operating 0.52%
expensesA

MONEY MARKET PORTFOLIO Management fee 0.20%

Distribution and Service 0.25%
(12b-1) fee

Other expenses 0.05%

Total annual class operating 0.50%
expensesA

TAX-EXEMPT PORTFOLIO Management fee 0.20%

Distribution and Service 0.25%
(12b-1) fee

Other expenses 0.05%

Total annual class operating 0.50%
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 ITS AVERAGE NET ASSETS, EXCEED 0.20% (0.18% FOR
MONEY MARKET PORTFOLIO). THESE ARRANGEMENTS CAN BE DISCONTINUED
BY FMR AT ANY TIME.

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 a t the end of each time
peri od indicated:

Class III

TREASURY ONLY PORTFOLIO 1 year $ 51

3 years $ 160

5 years $ 280

10 years $ 628

TREASURY PORTFOLIO 1 year $ 50

3 years $ 157

5 years $ 274

10 years $ 616

GOVERNMENT PORTFOLIO 1 year $ 52

3 years $ 164

5 years $ 285

10 years $ 640

DOMESTIC PORTFOLIO 1 year $ 53

3 years $ 167

5 years $ 291

10 years $ 653

MONEY MARKET PORTFOLIO 1 year $ 51

3 years $ 160

5 years $ 280

10 years $ 628

TAX-EXEMPT PORTFOLIO 1 year $ 51

3 years $ 160

5 years $ 280

10 years $ 628

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 agreements 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 can 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

The funds are open for business each day that the Federal Reserve Bank
of New York (New York Fed) , 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 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 your
Fidelity client services representative or 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(registered trademark)
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 the class 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 $1,000,000

KEY INFORMATION

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.

SELLING SHARES

The price to sell one share of the class 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) Y our account registration has changed
within the last 15 or 30 days, depending on your
account ; or

(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 property rather than in cash if FMR determines it
is in the best interests of a fund.

KEY INFORMATION

(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 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) 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).

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

DIVIDENDS AND CAPITAL GAIN 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 New York
Fed closes early, a class may advance the time on that day by
which wire 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
New York Fed 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 gain 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 gain distributions, if any,
will be paid in cash.

TAX CONSEQUENCES

Tax-Exempt Portfolio (the municipal fun d) 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
tax . A portion of the dividends you receive from the
municipal fund may be subject to federal and state income taxes. You
may also receive taxable distributions attributable to the municipal
fund's sale of municipal bonds.

For federal tax purposes, each taxable fund's dividends and each
fund's distributions of short-term capital gains and gains
on bonds characterized as market discount 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 for federal
tax purposes.

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 March 31, 2000 , FMR had approximately $639.1
billi on in discretionary assets under management.

As the manager, FMR is responsible for choosing each fund's
investments and handling its business affairs.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, serves as sub-adviser for each fund. FIMM is primarily
responsible for choosing investments for each fund.

FIMM is an affiliate of FMR. As of March 31, 2000 , FIMM had
approximatel y $206.8 billi on in discretionary assets under
management.

From time to time a manager, analyst, or other Fidelity employee may
express views regarding a particular company, security, industry, or
market sector. The views expressed by any such person are the views of
only that individual as of the time expressed and do not necessarily
represent the views of Fidelity or any other person in the Fidelity
organization. Any such views are subject to change at any time based
upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.

E ach 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, 2000, Money Market Portfolio paid
a management fee of 0.18% of the fund's average net assets, after
reimbursement.

FMR pays FIMM for providing sub-advisory services.

FMR may, from time to time, agree to reimburse a 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
arrangem ents, which may be discontinued by FMR at any
time, can decrease a class's expenses and boost its performance.

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 the class'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 o f 0.25% of i ts average net assets throughout the
month.

FDC may reallow to intermediaries (such as banks,
broker-dea lers, and other service-providers ), including its
affiliates u p 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.

In addition, each 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 of
significant amounts made to intermediaries that provide those
services. Currently, the Board of Trustees of each fund has authorized
such payments for Class III.

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.

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 tables are intended to help you understand
Class III's financial history for the past 5 years or, if shorter, the
period of the class's operations. Certain information reflects
financial results for a single class share. The total returns in
the table represent the rate that an investor would have earned (or
lost) on an investment in the class (assuming reinvestment of all
dividends and distribution s). This information has been audited by
Deloitte & Touche LLP (2000 annual information only),
independent accountants, whose report, along with each fund's
financial highlights and financial statements, are included in each
fund's annual report. Annual information prior to 2000 was
audited by PricewaterhouseCoopers LLP . A free copy of the annual
report is available upon request.

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

Years ended March 31, 2000 1999 1998 1997 1996 E

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .046 .046 .050 .048 .020

Less Distributions

From net interest income (.046) (.046) (.050) (.048) (.020)

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

TOTAL RETURN B, C 4.72% 4.73% 5.07% 4.90% 2.00%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 161,062 $ 100,831 $ 100,465 $ 36,006 $ 4,097
(000 omitted)

Ratio of expenses to average .45% D .45% D .45% D .45% D .45% A, D
net assets

Ratio of net interest income 4.70% 4.56% 4.96% 4.82% 4.86% A
to average net assets

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS
III SHARES) TO MARCH 31, 1996.

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

Years ended March 31, 2000 1999 1998 1997 1996

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .048 .048 .052 .049 .054

Less Distributions

From net interest income (.048) (.048) (.052) (.049) (.054)

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

TOTAL RETURN A 4.86% 4.93% 5.29% 5.03% 5.50%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 3,124,162 $ 2,921,727 $ 2,998,996 $ 3,624,195 $ 1,435,302
(000 omitted)

Ratio of expenses to average .45% B .45% B .45% B .45% B .46% B
net assets

Ratio of net interest income 4.74% 4.81% 5.17% 4.93% 5.28%
to average net assets

</TABLE>

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

Years ended March 31, 2000 1999 1998 1997 1996

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .049 .049 .052 .050 .054

Less Distributions

From net interest income (.049) (.049) (.052) (.050) (.054)

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

TOTAL RETURN A 5.06% 5.05% 5.34% 5.11% 5.58%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,088,894 $ 829,083 $ 674,582 $ 658,964 $ 194,489
(000 omitted)

Ratio of expenses to average .45% B .45% B .45% B .45% B .45% B
net assets

Ratio of net interest income 4.98% 4.91% 5.21% 5.00% 5.30%
to average net assets

</TABLE>

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

Years ended March 31, 2000 1999 1998 1997 1996

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .051 .050 .053 .050 .054

Less Distributions

From net interest income (.051) (.050) (.053) (.050) (.054)

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

TOTAL RETURN A 5.19% 5.11% 5.38% 5.13% 5.56%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,441,394 $ 597,374 $ 73,298 $ 121,709 $ 47,396
(000 omitted)

Ratio of expenses to average .45% B .45% B .45% B .45% B .47% B
net assets

Ratio of net interest income 5.20% 4.84% 5.26% 5.02% 5.40%
to average net assets

</TABLE>

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

Years ended March 31, 2000 1999 1998 1997 1996

SELECTED PER-SHARE DATA,

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

Income from Investment
Operations

Net interest income .051 .050 .053 .050 .055

Less Distributions

From net interest income (.051) (.050) (.053) (.050) (.055)

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

TOTAL RETURN A 5.20% 5.14% 5.41% 5.17% 5.61%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 682,865 $ 652,511 $ 487,808 $ 444,048 $ 229,530
(000 omitted)

Ratio of expenses to average .43% B .43% B .43% B .43% B .45% B
net assets

Ratio of net interest income 5.10% 4.98% 5.28% 5.06% 5.46%
to average net assets

</TABLE>

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

Years ended March 31, 2000 1999 1998 1997 1996 E

SELECTED PER-SHARE DATA

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

Income from Investment
Operations

Net interest income .031 .030 .033 .031 .013

Less Distributions

From net interest income (.031) (.030) (.033) (.031) (.013)

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

TOTAL RETURN B, C 3.12% 3.03% 3.34% 3.14% 1.30%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 218,157 $ 48,807 $ 37,272 $ 26,313 $ 988
(000 omitted)

Ratio of expenses to average .45% D .45% D .45% D .45% D .45% A, D
net assets

Ratio of net interest income 3.14% 2.98% 3.28% 3.09% 3.00% A
to average net assets

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS
III SHARES) TO MARCH 31, 1996.

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-888-622-3175.

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

Fidelity, Fidelity In vestments & (Pyramid) Design, and Fidelity
Investments a re registered trademarks of FMR Corp.

1.702323.102 IMMIII-pro- 0500

FIDELITY(registered trademark) 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
CLASS I, CLASS II, AND CLASS III

STATEMENT OF ADDITIONAL INFORMATION
MAY 25, 2000

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 25,
2000 , or an annual report, please call Fidelity at
1-888-622-3175.

TABLE OF CONTENTS PAGE

Investment Policies and 2
Limitations

Portfolio Transactions 8

Valuation 9

Performance 9

Additional Purchase, Exchange 50
and Redemption Information

Distributions and Taxes 50

Trustees and Officers 51

Control of Investment Advisers 55

Management Contracts 55

Distribution Services 58

Transfer and Service Agent 59
Agreements

Description of the Trust 60

Financial Statements 61

Appendix 61

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 invest ing or
send ing money.

IMM-ptb-05 00
1.475532.10 2

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

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 its total assets in the first tier securities of a
single issuer for up to three business days.

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

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

(iv) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party.

(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 (v), 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 were 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.

(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 15% 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
operating policy ma y be changed only 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;

(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;

(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)).

(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 (1), (i) and (7), Fidelity
Management & Research Company (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.

With respect to limitation (iii), 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 were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.

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. This operating
policy may be changed only 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).

E LECTRIC 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.

P UT 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 LIQUIDITY OR CREDIT 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
liquidity or credit 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 s imilar
services.

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.

A fund may pay both commissions and spreads in connection with the
placement of portfolio transactions. For the fiscal years ended March
31, 2000, 1999 and 1998, the funds paid no brokerage commissions.

For the fiscal year ended March 31, 2000 the funds paid no
brokerage commissions to firms for providing 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 or investment accounts managed by FMR or
its affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these fun ds o r
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. A class's yield and return
fluctuate in response to market conditions and other factors.

YIELD CALCULATIONS. To compute the yield for a 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. A 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, a 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.

Tax-equivalent yields are calculated by dividing that portion
of a class's yield that is tax-exempt by the result of one
minus the applicable specified federal income tax rate and
adding the quotient to that portion, if any, of the class's yield
that is not tax-exempt.

The following table shows the effect of a shareholder's tax
bracket on tax-equivalent yield under federal income tax
laws for 2000 . It shows, for tax-exempt securities with
different yields, the yield on a taxable security that
is approximately equivalent to the tax-exempt security's yield
after taking into account the effect of various effective income tax
rates on the taxable security . Of course, no assurance can be
given that a class of a municipal fund will have any specific
yield. While the municipal fund invests principally in
securities whose interest is exempt from federal income tax,
some portion of the distributions paid by the fund may be
taxable.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2000 Tax Rates and Tax-Equivalent Yields

Federal If a tax-exempt security's yield is:

Taxable Income* Marginal 2% 3% 4% 5% 6% 7%

Single Return Joint Return Rate** Then tax-equivalent yield would be:

$ - - $ 26,250 $ - - $ 43,850 15.0% 2.35% 3.53% 4.71% 5.88% 7.06% 8.24%

$ 26,251 - $ 63,550 $ 43,851 - $ 105,950 28.0% 2.78% 4.17% 5.56% 6.94% 8.33% 9.72%

$ 63,551 - $ 132,600 $ 105,951 - $ 161,450 31.0% 2.90% 4.35% 5.80% 7.25% 8.70% 10.14%

$ 132,601 - $ 288,350 $ 161,451 - $ 288,350 36.0% 3.13% 4.69% 6.25% 7.81% 9.38% 10.94%

$ 288,351 - and over $ 288,351 - and over 39.6% 3.31% 4.97% 6.62% 8.28% 9.93% 11.59%

</TABLE>

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

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

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

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) to illustrate the relationship of
these factors and their contributions to return. Returns may be quoted
on a before-tax or after-tax basis. After-tax returns reflect the
return of a hypothetical account after payment of federal and/or state
taxes using assumed tax rates. After-tax returns may assume that taxes
are paid at the time of distribution or once a year or as paid in cash
or by selling shares, that shares are held through the entire period,
sold on the last day of the period, or sold at a future date, and
distributions are reinvested or paid in cash. Returns, yields and
other performance information may be quoted numerically or in a table,
graph, or similar illustration.

H ISTORICAL FUND RESULTS. The following table shows each class's
7-day yield, tax-equivalent yield, and returns for the fiscal periods
ended March 31, 2000 .

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.

The tax-equivalent yield for the tax-free fund is based on a
36 % federal income tax rate.

Average Annual Returns1

Seven-Day Yield Tax- Equivalent Yield One Year Five Years

Treasury Only Portfolio - 5.61% N/A 4.98% 5.21%
Class I

Treasury Only Portfolio - 5.45% N/A 4.83% 5.07%
Class II

Treasury Only Portfolio - 5.36% N/A 4.72% 4.98%
Class III

Treasury Portfolio - Class I 5.78% N/A 5.12% 5.39%

Treasury Portfolio - Class II 5.64% N/A 4.97% 5.25%

Treasury Portfolio - Class III 5.53% N/A 4.86% 5.12%

Government Portfolio - Class I 5.89% N/A 5.32% 5.49%

Government Portfolio - Class II 5.74% N/A 5.17% 5.36%

Government Portfolio - Class 5.64% N/A 5.06% 5.23%
III

Domestic Portfolio - Class I 5.94% N/A 5.45% 5.54%

Domestic Portfolio - Class II 5.78% N/A 5.29% 5.40%

Domestic Portfolio - Class III 5.69% N/A 5.19% 5.27%

Money Market Portfolio - 5.94% N/A 5.47% 5.57%
Class I

Money Market Portfolio - 5.79% N/A 5.31% 5.44%
Class II

Money Market Portfolio - 5.69% N/A 5.20% 5.31%
Class III

Tax-Exempt Portfolio - Class I 3.61% 5.64% 3.38% 3.47%

Tax-Exempt Portfolio - Class II 3.47% 5.42% 3.22% 3.34%

Tax-Exempt Portfolio - Class 3.36% 5.25% 3.12% 3.24%
III

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Average Annual Returns1 Cumulative Returns1

Ten Years/ Life of Fund* One Year Five Years Ten Years/ Life of Fund*

Treasury Only Portfolio - 4.85%* 4.98% 28.89% 56.79%*
Class I

Treasury Only Portfolio - 4.77%* 4.83% 28.04% 55.76%*
Class II

Treasury Only Portfolio - 4.73%* 4.72% 27.49% 55.09%*
Class III

Treasury Portfolio - Class I 5.14% 5.12% 30.01% 65.15%

Treasury Portfolio - Class II 5.08% 4.97% 29.17% 64.08%

Treasury Portfolio - Class III 4.96% 4.86% 28.38% 62.33%

Government Portfolio - Class I 5.24% 5.32% 30.65% 66.70%

Government Portfolio - Class II 5.17% 5.17% 29.80% 65.62%

Government Portfolio - Class 5.09% 5.06% 29.03% 64.24%
III

Domestic Portfolio - Class I 5.29% 5.45% 30.96% 67.38%

Domestic Portfolio - Class II 5.22% 5.29% 30.10% 66.29%

Domestic Portfolio - Class III 5.13% 5.19% 29.31% 64.90%

Money Market Portfolio - 5.33% 5.47% 31.16% 68.08%
Class I

Money Market Portfolio - 5.26% 5.31% 30.30% 66.97%
Class II

Money Market Portfolio - 5.15% 5.20% 29.50% 65.23%
Class III

Tax-Exempt Portfolio - Class I 3.56% 3.38% 18.61% 41.86%

Tax-Exempt Portfolio - Class II 3.49% 3.22% 17.83% 40.93%

Tax-Exempt Portfolio - Class 3.45% 3.12% 17.31% 40.32%
III

</TABLE>

* Life of Fund figures for Treasury Only Portfolio are from
October 3, 1990 (commencement of operations) through the fiscal
period ended 2000.

1 Initial offering of Class II for each fund took place on November
6, 1995. Class II returns prior to November 6, 1995 are those of Class
I which has no 12b-1 fee. If Class II's 12b-1 fee had been reflected,
returns prior to November 6, 1995 would have been lower.

Initial offering of Class III for Treasury Only Portfolio took place
on November 6, 1995. Class III returns prior to November 6, 1995 are
those of Class I which has no 12b-1 fee. If Class III's 12b-1 fee had
been reflected, returns prior to November 6, 1995 would have been
lower.

Initial offering of Class III for Treasury Portfolio took place on
October 22, 1993. Prior to July 1, 1995, Class III had a 0.32% 12b-1
fee. Class III returns prior to October 22, 1993 are those of Class I
which has no 12b-1 fee. If Class III's current 12b-1 fee had been
reflected, returns prior to July 1, 1995 through October 22, 1993
would have been higher and returns prior to October 22, 1993 would
have been lower.

Initial offering of Class III for Government Portfolio took place on
April 4, 1994. Class III returns prior to April 4, 1994 are those of
Class I which has no 12b-1 fee. If Class III's 12b-1 fee had been
reflected, returns prior to April 4, 1994 would have been lower.

Initial offering of Class III for Domestic Portfolio took place on
July 19, 1994. Prior to July 1, 1995, Class III had a 0.32% 12b-1 fee.
Class III returns prior to July 19, 1994 are those of Class I which
has no 12b-1 fee. If Class III's current 12b-1 fee had been reflected,
returns prior to July 1, 1995 through July 19, 1994 would have been
higher and returns prior to July 19, 1994 would have been lower.

Initial offering of Class III for Money Market Portfolio took place
on November 17, 1993. Prior to July 1, 1995, Class III had a 0.32%
12b-1 fee. Class III returns prior to November 17, 1993 are those of
Class I which has no 12b-1 fee. If Class III's current 12b-1 fee had
been reflected, returns prior to July 1, 1995 through November 17,
1993 would have been higher and returns prior to November 17, 1993
would have been lower.

Initial offering of Class III for Tax-Exempt Portfolio took
place on November 6, 1995. Class III returns prior to November 6, 1995
are those of Class I which has no 12b-1 fee. If Class III's 12b-1 fee
had been reflected, returns prior to November 6, 1995 would have been
lower.

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:

Class I Class II Class III

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

Treasury Only Portfolio 5.56% N/A 5.40% N/A 5.31%

Treasury Portfolio 5.74% N/A 5.60% N/A 5.49%

Government Portfolio 5.84% N/A 5.68% N/A 5.58%

Domestic Portfolio 5.87% N/A 5.71% N/A 5.62%

Money Market Portfolio 5.89% N/A 5.74% N/A 5.64%

Tax-Exempt Portfolio 3.56% 5.56% 3.42% 5.34% 3.31%

</TABLE>

Class III

Fund 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 5.17%

</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 500SM Index (S&P 500(registered
trademark)), the Dow Jones Industrial Average (DJIA), and the cost of
living, as measured by the Consumer Price Index (CPI), over the same
period. The S&P 500 and DJIA comparisons are provided to show
how each class's return compared to the record of a market
capitalization-weighted 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.

T he 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, 2000 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.

D uring the period from October 3, 1990 (commencement of
operations) to March 31, 2000 , a hypothetical $10,000
investment in Class I of Treasury Only Portfolio would have grown to
$ 15,679 .

TREASURY ONLY PORTFOLIO -
CLASS I

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

2000 $ 10,000 $ 5,679 $ 0 $ 15,679

1999 $ 10,000 $ 4,935 $ 0 $ 14,935

1998 $ 10,000 $ 4,225 $ 0 $ 14,225

1997 $ 10,000 $ 3,505 $ 0 $ 13,505

1996 $ 10,000 $ 2,842 $ 0 $ 12,842

1995 $ 10,000 $ 2,165 $ 0 $ 12,165

1994 $ 10,000 $ 1,624 $ 0 $ 11,624

1993 $ 10,000 $ 1,285 $ 0 $ 11,285

1992 $ 10,000 $ 913 $ 0 $ 10,913

1991* $ 10,000 $ 353 $ 0 $ 10,353

</TABLE>

TREASURY ONLY PORTFOLIO - INDEXES
CLASS I

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

2000 $ 59,515 $ 54,691 $ 12,894

1999 $ 50,460 $ 48,277 $ 12,434

1998 $ 42,597 $ 42,688 $ 12,223

1997 $ 28,782 $ 31,403 $ 12,057

1996 $ 24,020 $ 26,101 $ 11,733

1995 $ 18,183 $ 19,980 $ 11,409

1994 $ 15,735 $ 16,157 $ 11,093

1993 $ 15,506 $ 14,846 $ 10,821

1992 $ 13,454 $ 13,573 $ 10,497

1991* $ 12,114 $ 11,848 $ 10,173

</TABLE>

* From October 3, 1990 (commencement of operations).

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

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
$ 15,679 . 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
$ 4,507 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, 2000 , a hypothetical $10,000 investment in Class II
of Treasury Only Portfolio would have grown to $ 15,576 .

TREASURY ONLY PORTFOLIO -
CLASS II

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

2000 $ 10,000 $ 5,576 $ 0 $ 15,576

1999 $ 10,000 $ 4,858 $ 0 $ 14,858

1998 $ 10,000 $ 4,173 $ 0 $ 14,173

1997 $ 10,000 $ 3,476 $ 0 $ 13,476

1996 $ 10,000 $ 2,833 $ 0 $ 12,833

1995 $ 10,000 $ 2,165 $ 0 $ 12,165

1994 $ 10,000 $ 1,624 $ 0 $ 11,624

1993 $ 10,000 $ 1,285 $ 0 $ 11,285

1992 $ 10,000 $ 913 $ 0 $ 10,913

1991* $ 10,000 $ 353 $ 0 $ 10,353

</TABLE>

TREASURY ONLY PORTFOLIO - INDEXES
CLASS II

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

2000 $ 59,515 $ 54,691 $ 12,894

1999 $ 50,460 $ 48,277 $ 12,434

1998 $ 42,597 $ 42,688 $ 12,223

1997 $ 28,782 $ 31,403 $ 12,057

1996 $ 24,020 $ 26,101 $ 11,733

1995 $ 18,183 $ 18,980 $ 11,409

1994 $ 15,735 $ 16,157 $ 11,093

1993 $ 15,506 $ 14,846 $ 10,821

1992 $ 13,454 $ 13,573 $ 10,497

1991* $ 12,114 $ 11,848 $ 10,173

</TABLE>

* From October 3, 1990 (commencement of operations).

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

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 $ 15,576 . 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 $ 4,440 for
dividends . The fund did not distribute any capital gains during
the period. Initial offering of Class II for Treasury Only
Portfolio took place on November 6, 1995. Class II returns prior to
November 6, 1995 are those of Class I which has no 12b-1 fee. If Class
II's 12b-1 fee had been reflected, returns prior to November 6, 1995
would have been lower.

During the period from October 3, 1990 (commencement of operations) to
March 31, 2000 , a hypothetical $10,000 investment in Class III
of Treasury Only Portfolio would have grown to $ 15,509 .

TREASURY ONLY PORTFOLIO -
CLASS III

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

2000 $ 10,000 $ 5,509 $ 0 $ 15,509

1999 $ 10,000 $ 4,809 $ 0 $ 14,809

1998 $ 10,000 $ 4,140 $ 0 $ 14,140

1997 $ 10,000 $ 3,458 $ 0 $ 13,458

1996 $ 10,000 $ 2,829 $ 0 $ 12,829

1995 $ 10,000 $ 2,165 $ 0 $ 12,165

1994 $ 10,000 $ 1,624 $ 0 $ 11,624

1993 $ 10,000 $ 1,285 $ 0 $ 11,285

1992 $ 10,000 $ 913 $ 0 $ 10,913

1991* $ 10,000 $ 353 $ 0 $ 10,353

</TABLE>

TREASURY ONLY PORTFOLIO - INDEXES
CLASS III

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

2000 $ 59,515 $ 54,691 $ 12,894

1999 $ 50,460 $ 48,277 $ 12,434

1998 $ 42,597 $ 42,688 $ 12,223

1997 $ 28,782 $ 31,403 $ 12,057

1996 $ 24,020 $ 26,101 $ 11,733

1995 $ 18,183 $ 18,980 $ 11,409

1994 $ 15,735 $ 16,157 $ 11,093

1993 $ 15,506 $ 14,846 $ 10,821

1992 $ 13,454 $ 13,573 $ 10,497

1991* $ 12,114 $ 11,848 $ 10,173

</TABLE>

* From October 3, 1990 (commencement of operations).

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

Explanatory Notes: With an initial investment of $10,000 in Class III
of Treasury Only Portfolio on October 3, 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 $ 15,509 . 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 $ 4,397 for
dividends . The fund did not distribute any capital gains during
the period. Initial offering of Class III for Treasury Only
Portfolio took place on November 6, 1995. Class III returns prior to
November 6, 1995 are those of Class I which has no 12b-1 fee. If Class
III's 12b-1 fee had been reflected, returns prior to November 6, 1995
would have been lower.

During the 10-year period ended March 31, 2000 , a hypothetical
$10,000 investment in Class I of Treasury Portfolio would have grown
to $ 16,515 .

TREASURY PORTFOLIO - CLASS I

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

2000 $ 10,000 $ 6,515 $ 0 $ 16,515

1999 $ 10,000 $ 5,710 $ 0 $ 15,710

1998 $ 10,000 $ 4,936 $ 0 $ 14,936

1997 $ 10,000 $ 4,150 $ 0 $ 14,150

1996 $ 10,000 $ 3,438 $ 0 $ 13,438

1995 $ 10,000 $ 2,703 $ 0 $ 12,703

1994 $ 10,000 $ 2,124 $ 0 $ 12,124

1993 $ 10,000 $ 1,764 $ 0 $ 11,764

1992 $ 10,000 $ 1,371 $ 0 $ 11,371

1991 $ 10,000 $ 787 $ 0 $ 10,787

</TABLE>

TREASURY PORTFOLIO - CLASS I INDEXES

Fiscal Year Ended March 31 S&P 500 DJIA Cost of Living

2000 $ 56,198 $ 51,612 $ 13,294

1999 $ 47,648 $ 45,558 $ 12,821

1998 $ 40,223 $ 40,284 $ 12,603

1997 $ 27,178 $ 29,635 $ 12,432

1996 $ 22,682 $ 24,631 $ 12,098

1995 $ 17,170 $ 17,912 $ 11,764

1994 $ 14,858 $ 15,247 $ 11,437

1993 $ 14,642 $ 14,010 $ 11,158

1992 $ 12,704 $ 12,809 $ 10,824

1991 $ 11,439 $ 11,180 $ 10,490

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class I of
Treasury Portfolio on April 1 , 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 $ 16,515 . 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 $ 5,028 for
dividends . The fund did not distribute any capital gains during
the period.

During the 10-year period ended March 31, 2000 , a hypothetical
$10,000 investment in Class II of Treasury Portfolio would have grown
to $ 16,408.

TREASURY PORTFOLIO - CLASS II

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

2000 $ 10,000 $ 6,408 $ 0 $ 16,408

1999 $ 10,000 $ 5,631 $ 0 $ 15,631

1998 $ 10,000 $ 4,883 $ 0 $ 14,883

1997 $ 10,000 $ 4,121 $ 0 $ 14,121

1996 $ 10,000 $ 3,430 $ 0 $ 13,430

1995 $ 10,000 $ 2,703 $ 0 $ 12,703

1994 $ 10,000 $ 2,124 $ 0 $ 12,124

1993 $ 10,000 $ 1,764 $ 0 $ 11,764

1992 $ 10,000 $ 1,371 $ 0 $ 11,371

1991 $ 10,000 $ 787 $ 0 $ 10,787

</TABLE>

TREASURY PORTFOLIO - CLASS II INDEXES

Fiscal Year Ended March 31 S&P 500 DJIA Cost of Living

2000 $ 56,198 $ 51,612 $ 13,294

1999 $ 47,648 $ 45,558 $ 12,821

1998 $ 40,223 $ 40,284 $ 12,603

1997 $ 27,178 $ 29,635 $ 12,432

1996 $ 22,682 $ 24,631 $ 12,098

1995 $ 17,170 $ 17,912 $ 11,764

1994 $ 14,858 $ 15,247 $ 11,437

1993 $ 14,642 $ 14,010 $ 11,158

1992 $ 12,704 $ 12,809 $ 10,824

1991 $ 11,439 $ 11,180 $ 10,490

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class II
of Treasury Portfolio on April 1 , 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 $ 16,408 . 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 $ 4,963 for
dividends. The fund did not distribute any capital gains during the
period. Initial offering of Class II for Treasury Portfolio took
place on November 6, 1995. Class II returns prior to November 6, 1995
are those of Class I which has no 12b-1 fee. If Class II's 12b-1 fee
had been reflected, returns prior to November 6, 1995 would have been
lower.

During the 10-year period ended March 31, 2000 , a hypothetical
$10,000 investment in Class III of Treasury Portfolio would have grown
to $ 16,233 .

TREASURY PORTFOLIO - CLASS III

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

2000 $ 10,000 $ 6,233 $ 0 $ 16,233

1999 $ 10,000 $ 5,480 $ 0 $ 15,480

1998 $ 10,000 $ 4,754 $ 0 $ 14,754

1997 $ 10,000 $ 4,012 $ 0 $ 14,012

1996 $ 10,000 $ 3,341 $ 0 $ 13,341

1995 $ 10,000 $ 2,645 $ 0 $ 12,645

1994 $ 10,000 $ 2,107 $ 0 $ 12,107

1993 $ 10,000 $ 1,764 $ 0 $ 11,764

1992 $ 10,000 $ 1,371 $ 0 $ 11,371

1991 $ 10,000 $ 787 $ 0 $ 10,787

</TABLE>

TREASURY PORTFOLIO - CLASS III INDEXES

Fiscal Year Ended March 31 S&P 500 DJIA Cost of Living

2000 $ 56,198 $ 51,612 $ 13,294

1999 $ 47,648 $ 45,558 $ 12,821

1998 $ 40,223 $ 40,284 $ 12,603

1997 $ 27,178 $ 29,635 $ 12,432

1996 $ 22,682 $ 24,631 $ 12,098

1995 $ 17,170 $ 17,912 $ 11,764

1994 $ 14,858 $ 15,247 $ 11,437

1993 $ 14,642 $ 14,010 $ 11,158

1992 $ 12,704 $ 12,809 $ 10,824

1991 $ 11,439 $ 11,180 $ 10,490

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class III
of Treasury Portfolio on April 1 , 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 $ 16,233 . 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 $ 4,855 for
dividends. The fund did not distribute any capital gains during the
period. Initial offering of Class III for Treasury Portfolio took
place on October 22, 1993. Prior to July 1, 1995, Class III had a
0.32% 12b-1 fee. Class III returns prior to October 22, 1993 are those
of Class I which has no 12b-1 fee. If Class III's current 12b-1 fee
had been reflected, returns prior to July 1, 1995 through October 22,
1993 would have been higher and returns prior to October 22, 1993
would have been lower.

During the 10-year period ended March 31, 2000 , a hypothetical
$10,000 investment in Class I of Government Portfolio would have grown
to $ 16,670 .

GOVERNMENT PORTFOLIO - CLASS I

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

2000 $ 10,000 $ 6,670 $ 0 $ 16,670

1999 $ 10,000 $ 5,827 $ 0 $ 15,827

1998 $ 10,000 $ 5,029 $ 0 $ 15,029

1997 $ 10,000 $ 4,231 $ 0 $ 14,231

1996 $ 10,000 $ 3,505 $ 0 $ 13,505

1995 $ 10,000 $ 2,760 $ 0 $ 12,760

1994 $ 10,000 $ 2,168 $ 0 $ 12,168

1993 $ 10,000 $ 1,799 $ 0 $ 11,799

1992 $ 10,000 $ 1,393 $ 0 $ 11,393

1991 $ 10,000 $ 794 $ 0 $ 10,794

</TABLE>

GOVERNMENT PORTFOLIO - CLASS I INDEXES

Fiscal Year Ended March 31 S&P 500 DJIA Cost of Living

2000 $ 56,198 $ 51,612 $ 13,294

1999 $ 47,648 $ 45,558 $ 12,821

1998 $ 40,223 $ 40,284 $ 12,603

1997 $ 27,178 $ 29,635 $ 12,432

1996 $ 22,682 $ 24,631 $ 12,098

1995 $ 17,170 $ 17,912 $ 11,764

1994 $ 14,858 $ 15,247 $ 11,437

1993 $ 14,642 $ 14,010 $ 11,158

1992 $ 12,704 $ 12,809 $ 10,824

1991 $ 11,439 $ 11,180 $ 10,490

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class I of
Government Portfolio on April 1 , 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 $ 16,670 . 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 $ 5,122 for
dividends . The fund did not distribute any capital gains during
the period.

During the 10-year period ended March 31, 2000 , a hypothetical
$10,000 investment in Class II of Government Portfolio would have
grown to $ 16,562 .

GOVERNMENT PORTFOLIO - CLASS II

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

2000 $ 10,000 $ 6,562 $ 0 $ 16,562

1999 $ 10,000 $ 5,749 $ 0 $ 15,749

1998 $ 10,000 $ 4,976 $ 0 $ 14,976

1997 $ 10,000 $ 4,202 $ 0 $ 14,202

1996 $ 10,000 $ 3,497 $ 0 $ 13,497

1995 $ 10,000 $ 2,760 $ 0 $ 12,760

1994 $ 10,000 $ 2,168 $ 0 $ 12,168

1993 $ 10,000 $ 1,799 $ 0 $ 11,799

1992 $ 10,000 $ 1,393 $ 0 $ 11,393

1991 $ 10,000 $ 794 $ 0 $ 10,794

</TABLE>

GOVERNMENT PORTFOLIO - CLASS II INDEXES

Fiscal Year Ended March 31 S&P 500 DJIA Cost of Living

2000 $ 56,198 $ 51,612 $ 13,294

1999 $ 47,648 $ 45,558 $ 12,821

1998 $ 40,223 $ 40,284 $ 12,603

1997 $ 27,178 $ 29,635 $ 12,432

1996 $ 22,682 $ 24,631 $ 12,098

1995 $ 17,170 $ 17,912 $ 11,764

1994 $ 14,858 $ 15,247 $ 11,437

1993 $ 14,642 $ 14,010 $ 11,158

1992 $ 12,704 $ 12,809 $ 10,824

1991 $ 11,439 $ 11,180 $ 10,490

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class II
of Government Portfolio on April 1 , 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
$ 16,562 . 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
$5,057 for dividends. The fund did not distribute any capital
gains during the period. Initial offering of Class II for
Government Portfolio took place on November 6, 1995. Class II returns
prior to November 6, 1995 are those of Class I which has no 12b-1 fee.
If Class II's 12b-1 fee had been reflected, returns prior to November
6, 1995 would have been lower.

During the 10-year period ended March 31, 2000 , a hypothetical
$10,000 investment in Class III of Government Portfolio would have
grown to $ 16,424 .

GOVERNMENT PORTFOLIO - CLASS III

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

2000 $ 10,000 $ 6,424 $ 0 $ 16,424

1999 $ 10,000 $ 5,632 $ 0 $ 15,632

1998 $ 10,000 $ 4,881 $ 0 $ 14,881

1997 $ 10,000 $ 4,126 $ 0 $ 14,126

1996 $ 10,000 $ 3,439 $ 0 $ 13,439

1995 $ 10,000 $ 2,728 $ 0 $ 12,728

1994 $ 10,000 $ 2,168 $ 0 $ 12,168

1993 $ 10,000 $ 1,799 $ 0 $ 11,799

1992 $ 10,000 $ 1,393 $ 0 $ 11,393

1991 $ 10,000 $ 794 $ 0 $ 10,794

</TABLE>

GOVERNMENT PORTFOLIO - CLASS INDEXES
III

Fiscal Year Ended March 31 S&P 500 DJIA Cost of Living

2000 $ 56,198 $ 51,612 $ 13,294

1999 $ 47,648 $ 45,558 $ 12,821

1998 $ 40,223 $ 40,284 $ 12,603

1997 $ 27,178 $ 29,635 $ 12,432

1996 $ 22,682 $ 24,631 $ 12,098

1995 $ 17,170 $ 17,912 $ 11,764

1994 $ 14,858 $ 15,247 $ 11,437

1993 $ 14,642 $ 14,010 $ 11,158

1992 $ 12,704 $ 12,809 $ 10,824

1991 $ 11,439 $ 11,180 $ 10,490

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class III
of Government Portfolio on April 1 , 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
$ 16,424 . 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
$ 4,972 for dividends. The fund did not distribute any capital
gains during the period. Initial offering of Class III for
Government Portfolio took place on April 4, 1994. Class III returns
prior to April 4, 1994 are those of Class I which has no 12b-1 fee. If
Class III's 12b-1 fee had been reflected, returns prior to April 4,
1994 would have been lower.

During the 10-year period ended March 31, 2000 , a
hypothetical $10,000 investment in Class I of Domestic Portfolio would
have grown to $ 16,738 .

DOMESTIC PORTFOLIO - CLASS I

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

2000 $ 10,000 $ 6,738 $ 0 $ 16,738

1999 $ 10,000 $ 5,873 $ 0 $ 15,873

1998 $ 10,000 $ 5,063 $ 0 $ 15,063

1997 $ 10,000 $ 4,259 $ 0 $ 14,259

1996 $ 10,000 $ 3,529 $ 0 $ 13,529

1995 $ 10,000 $ 2,781 $ 0 $ 12,781

1994 $ 10,000 $ 2,176 $ 0 $ 12,176

1993 $ 10,000 $ 1,806 $ 0 $ 11,806

1992 $ 10,000 $ 1,406 $ 0 $ 11,406

1991 $ 10,000 $ 811 $ 0 $ 10,811

</TABLE>

DOMESTIC PORTFOLIO - CLASS I INDEXES

Fiscal Year Ended March 31 S&P 500 DJIA Cost of Living

2000 $ 56,198 $ 51,612 $ 13,294

1999 $ 47,648 $ 45,558 $ 12,821

1998 $ 40,223 $ 40,284 $ 12,603

1997 $ 27,178 $ 29,635 $ 12,432

1996 $ 22,682 $ 24,631 $ 12,098

1995 $ 17,170 $ 17,912 $ 11,764

1994 $ 14,858 $ 15,247 $ 11,437

1993 $ 14,642 $ 14,010 $ 11,158

1992 $ 12,704 $ 12,809 $ 10,824

1991 $ 11,439 $ 11,180 $ 10,490

</TABLE>

E xplanatory Notes: With an initial investment of $10,000 in
Class I of Domestic Portfolio on April 1, 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
$ 16,738 . 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
$ 5,163 for dividends . The fund did not distribute any
capital gains during the period.

During the 10-year period ended March 31, 2000 , a
hypothetical $10,000 investment in Class II of Domestic Portfolio
would have grown to $ 16,629 .

DOMESTIC PORTFOLIO - CLASS II

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

2000 $ 10,000 $ 6,629 $ 0 $ 16,629

1999 $ 10,000 $ 5,793 $ 0 $ 15,793

1998 $ 10,000 $ 5,010 $ 0 $ 15,010

1997 $ 10,000 $ 4,229 $ 0 $ 14,229

1996 $ 10,000 $ 3,521 $ 0 $ 13,521

1995 $ 10,000 $ 2,781 $ 0 $ 12,781

1994 $ 10,000 $ 2,176 $ 0 $ 12,176

1993 $ 10,000 $ 1,806 $ 0 $ 11,806

1992 $ 10,000 $ 1,406 $ 0 $ 11,406

1991 $ 10,000 $ 811 $ 0 $ 10,811

</TABLE>

DOMESTIC PORTFOLIO - CLASS II INDEXES

Fiscal Year Ended March 31 S&P 500 DJIA Cost of Living

2000 $ 56,198 $ 51,612 $ 13,294

1999 $ 47,648 $ 45,558 $ 12,821

1998 $ 40,223 $ 40,284 $ 12,603

1997 $ 27,178 $ 29,635 $ 12,432

1996 $ 22,682 $ 24,631 $ 12,098

1995 $ 17,170 $ 17,912 $ 11,764

1994 $ 14,858 $ 15,247 $ 11,437

1993 $ 14,642 $ 14,010 $ 11,158

1992 $ 12,704 $ 12,809 $ 10,824

1991 $ 11,439 $ 11,180 $ 10,490

</TABLE>

E xplanatory Notes: With an initial investment of $10,000 in
Class II of Domestic Portfolio on April 1, 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
$ 16,629 . 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
$ 5,097 for dividends . The fund did not distribute any
capital gains during the period. Initial offering of Class II for
Domestic Portfolio took place on November 6, 1995. Class II returns
prior to November 6, 1995 are those of Class I which has no 12b-1 fee.
If Class II's 12b-1 fee had been reflected, returns prior to November
6, 1995 would have been lower.

During the 10-year period ended March 31, 2000 , a
hypothetical $10,000 investment in Class III of Domestic Portfolio
would have grown to $ 16,490 .

DOMESTIC PORTFOLIO - CLASS III

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

2000 $ 10,000 $ 6,490 $ 0 $ 16,490

1999 $ 10,000 $ 5,677 $ 0 $ 15,677

1998 $ 10,000 $ 4,914 $ 0 $ 14,914

1997 $ 10,000 $ 4,153 $ 0 $ 14,153

1996 $ 10,000 $ 3,462 $ 0 $ 13,462

1995 $ 10,000 $ 2,753 $ 0 $ 12,753

1994 $ 10,000 $ 2,176 $ 0 $ 12,176

1993 $ 10,000 $ 1,806 $ 0 $ 11,806

1992 $ 10,000 $ 1,406 $ 0 $ 11,406

1991 $ 10,000 $ 811 $ 0 $ 10,811

</TABLE>

DOMESTIC PORTFOLIO - CLASS III INDEXES

Fiscal Year Ended March 31 S&P 500 DJIA Cost of Living

2000 $ 56,198 $ 51,612 $ 13,294

1999 $ 47,648 $ 45,558 $ 12,821

1998 $ 40,223 $ 40,284 $ 12,603

1997 $ 27,178 $ 29,635 $ 12,432

1996 $ 22,682 $ 24,631 $ 12,098

1995 $ 17,170 $ 17,912 $ 11,764

1994 $ 14,858 $ 15,247 $ 11,437

1993 $ 14,642 $ 14,010 $ 11,158

1992 $ 12,704 $ 12,809 $ 10,824

1991 $ 11,439 $ 11,180 $ 10,490

</TABLE>

E xplanatory Notes: With an initial investment of $10,000 in
Class III of Domestic Portfolio on April 1, 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 $ 16,490 . 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 $ 5,012 for dividends. The fund did not distribute
any capital gains during the period. Initial offering of Class III
for Domestic Portfolio took place on July 19, 1994. Prior to July 1,
1995, Class III had a 0.32% 12b-1 fee. Class III returns prior to July
19, 1994 are those of Class I which has no 12b-1 fee. If Class III's
current 12b-1 fee had been reflected, returns prior to July 1, 1995
through July 19, 1994 would have been higher and returns prior to July
19, 1994 would have been lower.

During the 10-year period ended March 31, 2000 , a hypothetical
$10,000 investment in Class I of Money Market Portfolio would have
grown to $ 16,808 .

MONEY MARKET PORTFOLIO - CLASS I

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

2000 $ 10,000 $ 6,808 $ 0 $ 16,808

1999 $ 10,000 $ 5,936 $ 0 $ 15,936

1998 $ 10,000 $ 5,120 $ 0 $ 15,120

1997 $ 10,000 $ 4,307 $ 0 $ 14,307

1996 $ 10,000 $ 3,571 $ 0 $ 13,571

1995 $ 10,000 $ 2,815 $ 0 $ 12,815

1994 $ 10,000 $ 2,205 $ 0 $ 12,205

1993 $ 10,000 $ 1,827 $ 0 $ 11,827

1992 $ 10,000 $ 1,418 $ 0 $ 11,418

1991 $ 10,000 $ 813 $ 0 $ 10,813

</TABLE>

MONEY MARKET PORTFOLIO - INDEXES
CLASS I

Fiscal Year Ended March 31 S&P 500 DJIA Cost of Living

2000 $ 56,198 $ 51,612 $ 13,294

1999 $ 47,648 $ 45,558 $ 12,821

1998 $ 40,223 $ 40,284 $ 12,603

1997 $ 27,178 $ 29,635 $ 12,432

1996 $ 22,682 $ 24,631 $ 12,098

1995 $ 17,170 $ 17,912 $ 11,764

1994 $ 14,858 $ 15,247 $ 11,437

1993 $ 14,642 $ 14,010 $ 11,158

1992 $ 12,704 $ 12,809 $ 10,824

1991 $ 11,439 $ 11,180 $ 10,490

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class I of
Money Market Portfolio on April 1 , 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
$ 16,808 . 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
$ 5,024 for dividends . The fund did not distribute any
capital gains during the period.

During the 10-year period ended March 31, 2000 , a hypothetical
$10,000 investment in Class II of Money Market Portfolio would have
grown to $ 16,697 .

MONEY MARKET PORTFOLIO - CLASS II

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

2000 $ 10,000 $ 6,697 $ 0 $ 16,697

1999 $ 10,000 $ 5,855 $ 0 $ 15,855

1998 $ 10,000 $ 5,065 $ 0 $ 15,065

1997 $ 10,000 $ 4,278 $ 0 $ 14,278

1996 $ 10,000 $ 3,563 $ 0 $ 13,563

1995 $ 10,000 $ 2,815 $ 0 $ 12,815

1994 $ 10,000 $ 2,205 $ 0 $ 12,205

1993 $ 10,000 $ 1,827 $ 0 $ 11,827

1992 $ 10,000 $ 1,418 $ 0 $ 11,418

1991 $ 10,000 $ 813 $ 0 $ 10,813

</TABLE>

MONEY MARKET PORTFOLIO - INDEXES
CLASS II

Fiscal Year Ended March 31 S&P 500 DJIA Cost of Living

2000 $ 56,198 $ 51,612 $ 13,294

1999 $ 47,648 $ 45,558 $ 12,821

1998 $ 40,223 $ 40,284 12,603

1997 $ 27,178 $ 29,635 $ 12,432

1996 $ 22,682 $ 24,631 $ 12,098

1995 $ 17,170 $ 17,912 $ 11,764

1994 $ 14,858 $ 15,247 $ 11,437

1993 $ 14,642 $ 14,010 $ 11,158

1992 $ 12,704 $ 12,809 $ 10,824

1991 $ 11,439 $ 11,180 $ 10,490

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class II
of Money Market Portfolio on April 1, 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
$ 16,697 . 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
$ 5,138 for dividends. The fund did not distribute any capital
gains during the period. Initial offering of Class II for Money
Market Portfolio took place on November 6, 1995. Class II returns
prior to November 6, 1995 are those of Class I which has no 12b-1 fee.
If Class II's 12b-1 fee had been reflected, returns prior to November
6, 1995 would have been lower.

During the 10-year period ended March 31, 2000 , a hypothetical
$10,000 investment in Class III of Money Market Portfolio would have
grown to $ 16,523 .

MONEY MARKET PORTFOLIO - CLASS III

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

2000 $ 10,000 $ 6,523 $ 0 $ 16,523

1999 $ 10,000 $ 5,706 $ 0 $ 15,706

1998 $ 10,000 $ 4,938 $ 0 $ 14,938

1997 $ 10,000 $ 4,171 $ 0 $ 14,171

1996 $ 10,000 $ 3,475 $ 0 $ 13,475

1995 $ 10,000 $ 2,759 $ 0 $ 12,759

1994 $ 10,000 $ 2,191 $ 0 $ 12,191

1993 $ 10,000 $ 1,827 $ 0 $ 11,827

1992 $ 10,000 $ 1,418 $ 0 $ 11,418

1991 $ 10,000 $ 813 $ 0 $ 10,813

</TABLE>

MONEY MARKET PORTFOLIO - INDEXES
CLASS III

Fiscal Year Ended March 31 S&P 500 DJIA Cost of Living

2000 $ 56,198 $ 51,612 $ 13,294

1999 $ 47,648 $ 45,558 $ 12,821

1998 $ 40,223 $ 40,284 $ 12,603

1997 $ 27,178 $ 29,635 $ 12,432

1996 $ 22,682 $ 24,631 $ 12,098

1995 $ 17,170 $ 17,912 $ 11,764

1994 $ 14,858 $ 15,247 $ 11,437

1993 $ 14,642 $ 14,010 $ 11,158

1992 $ 12,704 $ 12,809 $ 10,824

1991 $ 11,439 $ 11,180 $ 10,490

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class III
of Money Market Portfolio on April 1, 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
$ 16,523 . 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
$ 5,033 for dividends . The fund did not distribute any
capital gains during the period. Initial offering of Class III for
Money Market Portfolio took place on November 17, 1993. Prior to July
1, 1995, Class III had a 0.32% 12b-1 fee. Class III returns prior to
November 17, 1993 are those of Class I which has no 12b-1 fee. If
Class III's current 12b-1 fee had been reflected, returns prior to
July 1, 1995 through November 17, 1993 would have been higher and
returns prior to November 17, 1993 would have been lower.

During the 10-year period ended March 31, 2000, a hypothetical $10,000
investment in Class I of Tax-Exempt Portfolio would have grown to
$ 14,186 .

TAX-EXEMPT PORTFOLIO - CLASS I

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

2000 $ 10,000 $ 4,186 $ 0 $ 14,186

1999 $ 10,000 $ 3,723 $ 0 $ 13,723

1998 $ 10,000 $ 3,287 $ 0 $ 13,287

1997 $ 10,000 $ 2,825 $ 0 $ 12,825

1996 $ 10,000 $ 2,404 $ 0 $ 12,404

1995 $ 10,000 $ 1,961 $ 0 $ 11,961

1994 $ 10,000 $ 1,592 $ 0 $ 11,592

1993 $ 10,000 $ 1,317 $ 0 $ 11,317

1992 $ 10,000 $ 1,005 $ 0 $ 11,005

1991 $ 10,000 $ 563 $ 0 $ 10,563

</TABLE>

TAX-EXEMPT PORTFOLIO - CLASS I INDEXES

Fiscal Year Ended March 31 S&P 500 DJIA Cost of Living

2000 $ 56,198 $ 51,612 $ 13,294

1999 $ 47,648 $ 45,558 $ 12,821

1998 $ 40,223 $ 40,284 $ 12,603

1997 $ 27,178 $ 29,635 $ 12,432

1996 $ 22,682 $ 24,631 $ 12,098

1995 $ 17,170 $ 17,912 $ 11,764

1994 $ 14,858 $ 15,247 $ 11,437

1993 $ 14,642 $ 14,010 $ 11,158

1992 $ 12,704 $ 12,809 $ 10,824

1991 $ 11,439 $ 11,180 $ 10,490

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class I of
Tax-Exempt Portfolio on April 1, 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 $ 14,186 . 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 $ 3,502 for
dividends. The fund did not distribute any capital gains during the
period.

During the 10-year period ended March 31, 2000 , a hypothetical
$10,000 investment in Class II of Tax-Exempt Portfolio would have
grown to $ 14,093 .

TAX-EXEMPT PORTFOLIO - CLASS II

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

2000 $ 10,000 $ 4,093 $ 0 $ 14,093

1999 $ 10,000 $ 3,653 $ 0 $ 13,653

1998 $ 10,000 $ 3,239 $ 0 $ 13,239

1997 $ 10,000 $ 2,799 $ 0 $ 12,799

1996 $ 10,000 $ 2,396 $ 0 $ 12,396

1995 $ 10,000 $ 1,961 $ 0 $ 11,961

1994 $ 10,000 $ 1,592 $ 0 $ 11,592

1993 $ 10,000 $ 1,317 $ 0 $ 11,317

1992 $ 10,000 $ 1,005 $ 0 $ 11,005

1991 $ 10,000 $ 563 $ 0 $ 10,563

</TABLE>

TAX-EXEMPT PORTFOLIO - CLASS II INDEXES

Fiscal Year Ended March 31 S&P 500 DJIA Cost of Living

2000 $ 56,198 $ 51,612 $ 13,294

1999 $ 47,648 $ 45,558 $ 12,821

1998 $ 40,223 $ 40,284 $ 12,603

1997 $ 27,178 $ 29,635 $ 12,432

1996 $ 22,682 $ 24,631 $ 12,098

1995 $ 17,170 $ 17,912 $ 11,764

1994 $ 14,858 $ 15,247 $ 11,437

1993 $ 14,642 $ 14,010 $ 11,158

1992 $ 12,704 $ 12,809 $ 10,824

1991 $ 11,439 $ 11,180 $ 10,490

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class II
of Tax-Exempt Portfolio on April 1, 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
$ 14,093 . 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
$ 3,436 for dividends. The fund did not distribute any capital
gains during the period. Initial offering of Class II for
Tax-Exempt Portfolio took place on November 6, 1995. Class II returns
prior to November 6, 1995 are those of Class I which has no 12b-1 fee.
If Class II's 12b-1 fee had been reflected, returns prior to November
6, 1995 would have been lower.

During the 10-year period ended March 31, 2000 , a hypothetical
$10,000 investment in Class III of Tax-Exempt Portfolio would have
grown to $ 14,032 .

TAX-EXEMPT PORTFOLIO - CLASS III

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

2000 $ 10,000 $ 4,032 $ 0 $ 14,032

1999 $ 10,000 $ 3,607 $ 0 $ 13,607

1998 $ 10,000 $ 3,208 $ 0 $ 13,208

1997 $ 10,000 $ 2,780 $ 0 $ 12,780

1996 $ 10,000 $ 2,391 $ 0 $ 12,391

1995 $ 10,000 $ 1,961 $ 0 $ 11,961

1994 $ 10,000 $ 1,592 $ 0 $ 11,592

1993 $ 10,000 $ 1,317 $ 0 $ 11,317

1992 $ 10,000 $ 1,005 $ 0 $ 11,005

1991 $ 10,000 $ 563 $ 0 $ 10,563

</TABLE>

TAX-EXEMPT PORTFOLIO - CLASS INDEXES
III

Fiscal Year Ended March 31 S&P 500 DJIA Cost of Living

2000 $ 56,198 $ 51,612 $ 13,294

1999 $ 47,648 $ 45,558 $ 12,821

1998 $ 40,223 $ 40,284 $ 12,603

1997 $ 27,178 $ 29,635 $ 12,432

1996 $ 22,682 $ 24,631 $ 12,098

1995 $ 17,170 $ 17,912 $ 11,764

1994 $ 14,858 $ 15,247 $ 11,437

1993 $ 14,642 $ 14,010 $ 11,158

1992 $ 12,704 $ 12,809 $ 10,824

1991 $ 11,439 $ 11,180 $ 10,490

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Class III
of Tax-Exempt Portfolio on April 1, 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
$ 14,032 . 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
$ 3,392 for dividends . The fund did not distribute any
capital gains during the period. Initial offering of Class III for
Tax-Exempt Portfolio took place on November 6, 1995. Class III
returns prior to November 6, 1995 are those of Class I which has no
12b-1 fee. If Class III's 12b-1 fee had been reflected, returns prior
to November 6, 1995 would have been lower.

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 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 an
investor's principal or return, and fund shares are not
FDIC insured.

Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial
strategies. Such information may include information about current
economic, market, and political conditions; materials that describe
general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires
designed to help create a personal financial profile; worksheets used
to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and action plans offering investment
alternatives. Materials may also include discussions of Fidelity's
asset allocation funds and other Fidelity funds, products, and
services.

Ibbotson Associates of Chicago, Illinois (Ibbotson) provides
historical returns of the capital markets in the United States,
including common stocks, small capitalization stocks, long-term
corporate bonds, intermediate-term government bonds, long-term
government bonds, Treasury bills, the U.S. rate of inflation (based on
the CPI), and combinations of various capital markets. The performance
of these capital markets is based on the returns of different 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 223
government money market funds. IBC's MONEY FUND REPORT
AVERAGES/All Taxable, which is reported in IBC's MONEY FUND REPORT,
covers 977 taxable money market funds. IBC's MONEY FUND
AVERAGES/All Tax-Free, which is reported in IBC's MONEY FUND REPORT,
covers over 466 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 s of March 31, 2000 , FMR advised over $ 36
billion in municipal fund assets, $ 142 billion in taxable
fixed-income fund assets, $ 150 billion in money market fund
assets, $ 664 billion in equity fund assets, $ 23 billion
in international fund assets, and $ 43 billion in
Spartan(registered trademark) 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

A fund may make redemption payments in whole or in part in
readily marketable securities or other property, valued for this
purpose as they are valued in computing each class's NAV, if FMR
determines it is in the best interests of the fund . Shareholders
that receive 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.
To the extent that a municipal fund's income is designated as
federally tax-exempt interest, the dividends declared by the fund are
also federally tax-exempt. 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 policies 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 GAIN DISTRIBUTIONS. Each fund may distribute any net realized
capital gains once a year or more often, as necessary.

As of March 31, 2000 , Treasury Only Portfolio had an aggregate
capital loss carryforward of approximately $76,000. This loss
carryforward, of which $16,000 and $60,000 will expire on March
31, 2004 and 2005 , respectively, is available to offset future
capital gains.

As of March 31, 2000 , Treasury Portfolio had an aggregate
capital loss carryforward of approximately $410,000. This loss
carryforward, of which $194,000 and $216,000 will expire on
March 31, 2003 and 2008 , respectively, is available to offset
future capital gains.

As of March 31, 2000 , Government Portfolio had an aggregate
capital loss carryforward of approximately $902,000. This loss
carryforward, of which $145,000, $746,000 and $11,000 will
expire on March 31, 2002, 2003 and 2004 , respectively, is
available to offset future capital gains.

As of March 31, 2000 , Domestic Portfolio had an aggregate
capital loss carryforward of approximately $253,000. This loss
carryforward, of which $6,000 , $49,000, $32,000, $1,000 and
$165,000, will expire on March 31, 2002, 2003, 2005, 2006 and
2008 , respectively, is available to offset future capital gains.

As of March 31, 2000 , Money Market Portfolio had an aggregate
capital loss carryforward of approximately $2,209,000. This loss
carryforward, of which $317,000, $898,000, $547,000, $245,000,
$14,000, $180,000, and $8,000 will expire on March 31, 2001,
2002, 2003, 2004, 2005, 2006, and 2007 , respectively, is available
to offset future capital gains .

As of May 31, 1999, Tax-Exempt Portfolio had an aggregate
capital loss carryforward of approximately $191,000. This loss
carryforward, all of which will expire on May 31, 2005, 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 and funds, as applicable, are listed below. Th e 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 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(registered trademark), 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, is President of
Treasury Only Portfolio, Treasury Portfolio, Government Portfolio,
Domestic Portfolio, Money Market Portfolio, and Tax-Exempt Portfolio.
Mr. Johnson also serves as President of other Fidelity funds. He
is Chief Executive Officer, Chairman, 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 Management & Research (U.K.)
Inc. and of Fidelity Management & Research (Far East) Inc.; Chairman
(1998) and a Director ( 1997 ) of Fidelity Investments Money
Management, Inc.; Chairman and Representative Director of Fidelity
Investments Japan Limited (1997); and a Director of FDC and of FMR
Co., Inc. (2000) . Abigail Johnson, Member of the Advisory Board of
Colchester Street Trust, is Mr. Johnson's daughter.

ABIGAIL P. JOHNSON ( 38 ), Member of the Advisory Board of
Colchester Street Trust (1999), is Vice President of certain Equity
Funds (1997), and is a Director of FMR Corp. (1994). Before assuming
her current responsibilities, Ms. Johnson managed a number of Fidelity
funds. Edward C. Johnson 3d, Trustee and President of the Funds, is
Ms. Johnson's father.

J. MICHAEL COOK ( 57 ), Member of the Advisory Board (2000).
Prior to Mr. Cook's retirement in May 1999, he served as Chairman and
Chief Executive Officer of Deloitte & Touche LLP, Chairman of the
Deloitte & Touche Foundation, and a member of the Board of Deloitte
Touche Tohmatsu. He currently serves as an Executive in Residence of
the Columbia Business School and as a Director of Dow Chemical Company
(2000), Columbia/HCA Healthcare Corporation (1999), and Children First
(1999). He is a member of the Executive Committee of the Securities
Regulation Institute, a member of the Advisory Board of Boardroom
Consultants, a Director of the National Forum for Health Care Quality,
Measurement and Reporting, past chairman and a member of the Board of
Catalyst (a leading organization for the advancement of women in
business), and is a Director of the STAR Foundation (Society to
Advance the Retarded and Handicapped). He also serves as a member of
the Board and Executive Committee and as Co-Chairman of the Audit and
Finance Committee of the Center for Strategic & International Studies,
a member of the Board of Overseers of the Columbia Business School,
and a Member of the Advisory Board of the Graduate School of Business
of the University of Florida.

R ALPH 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 Waste Management
Inc. (non-hazardous waste, 1993), CH2M Hill Companies (engineering),
and Bonneville Pacific (independent power and petroleum
production). 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. Mrs. Davis is retired from Avon
Products, Inc. where she held various positions including Senior
Vice President of Corporate Affairs and Group Vice President of
U.S. sales, distribution, and manufacturing . She is currently a
Director of BellSouth Corporation (telecommunications), Eaton
Corporation (manufacturing), and the TJX Companies, Inc. (retail
stores), and previously served as a Director of Hallmark Cards, Inc.,
Nabisco Brands, Inc., and Standard Brands, Inc. In addition, she is a
member of the Board of Directors of the Southampton Hospital in
Southampton, N.Y. (1998) .

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 Charles Stark
Draper Laboratory (non-profit), NACCO Industries, Inc. (mining and
manufacturing), and TRW Inc. (automotive, space, defense, and
information technology) . Mr. Gates previously served as a
Director of LucasVarity PLC (automotive components and diesel
engines). He is currently serving as Dean of the George Bush School of
Government and Public Service at Texas A & M University (1999-2000).
Mr. Gates also is a Trustee of the Forum for Int ernational 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.

D ONALD J. KIRK (67), Trustee, is Executive-in-Residence (1995)
at Columbia University Graduate School of Business . 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 previously served as a
Director of General Re Corporation (reinsurance, 1987-1998) and as
a Director of Valuation Research Corp. (appraisals and valuations,
1993-1995). 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), Vice Chairman 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).

NED C. LAUTENBACH (56), Trustee (2000), has been a partner of
Clayton, Dubilier & Rice, Inc. (private equity investment firm) since
September 1998. Mr. Lautenbach was Senior Vice President of IBM
Corporation from 1992 until his retirement in July 1998. From 1993 to
1995 he was Chairman of IBM World Trade Corporation. He also was a
member of IBM's Corporate Executive Committee from 1994 to July 1998.
He is a Director of PPG Industries Inc. (glass, coating and chemical
manufacturer), Dynatech Corporation (global communications equipment),
Eaton Corporation (global manufacturer of highly engineered products)
and ChoicePoint Inc. (data identification, retrieval, storage, and
analysis).

*PETER S. LYNCH (57), Trustee, is Vice Chairman and a Director of FMR;
and a Director of FMR Co., Inc. (2000) . 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(registered trademark) 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 Interim
Chancellor for the University of North Carolina at Chapel Hill.
Previously he had served from 1995 through 1998 as Vice President
of Finance for the University of North Carolina (16-school
system) . 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), Duke -Weeks Realty Corporation (real estate,
1994), Carolina Power and Light Company (electric utility, 1996), the
Kenan Transport Company ( trucking , 1996), and Dynatech
Corporation (electronics, 1999 ). Previously, he was a Director of
First American Corporation (bank holding company, 1979-1996). In
addition, Mr. McCoy serve d as a member of the Board of Visitors
for the University of North Carolina at Chapel Hill (1994-1998) and
currently se rves on the Board of Visitors of 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 and Chairman of the Board
of York International Corp. (air conditioning and refrigeration)
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 . He also served as a Director of Commercial Intertech
Corp. (hydraulic systems, building systems, and metal products) from
1992-2000 and CUNO, Inc. (liquid and gas filtration products) from
1996-2000.

MARVIN L. MANN (66), Trustee (1993), is Chairman Emeritus of
Lexmark International, Inc. (office machines, 1991) where he still
remains a member of the Board. 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). He is a Board member of Dynatech Corporation
(electronics, 1999 ).

*ROBERT C. POZEN (53), Trustee (1997), is Senior Vice President of
Treasury Only Portfolio, Treasury Portfolio, Government Portfolio,
Domestic Portfolio, Money Market Portfolio, and Tax-Exempt Portfolio
(1997). Mr. Pozen also serves as Senior Vice President of other
Fidelity funds (1997). He is President and a Director of FMR
(1997) , Fidelity Management & Research (U.K.) Inc. (1997),
Fidelity Management & Research (Far East) Inc. (1997), Fidelity
Investments Money Management, Inc. (1998), and FMR Co., Inc. (2000);
and a Director of Strategic Advisers, Inc. (1999). 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 National Life Insurance Company of Vermont and American
Software, Inc. Mr . Williams was previously a Director of
ConAgra, Inc. (agricultural products), Georgia Power Company (electric
utility), and Avado, Inc. (restaurants) .

DWIGHT D. CHURCHILL (46), is Vice President of Treasury Only
Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio, Money Market Portfolio, and Tax-Exempt Portfolio (2000). He
serves as President of Fidelity's Fixed-Income Division (2000), Vice
President of Fidelity's Money Market Funds (2000), Vice President of
Fidelity's Bond Funds, Senior Vice President of FMR (1997), and Vice
President of FIMM (1998). Mr. Churchill joined Fidelity in 1993 as
Vice President and Group Leader of Taxable Fixed-Income
Investments.

BOYCE I. GREER (44), is Vice President of Treasury Only
Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio, Money Market Portfolio, and Tax-Exempt Portfolio (1997) .
He serves as Vice President of Fidelity's Municipal Bond Funds (2000),
Group Leader of Fidelity's Municipal Bond Group (2000), Vice President
of Fidelity's Money Market Funds (1997), Group Leader of
Fidelity's 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).

ROBERT K. DUBY (54), is Vice President of Money Market Portfolio
(1997), and other funds advised by FMR. Prior to his current
responsibilities, Mr. Duby has managed a variety of Fidelity funds.

R OBERT A. LITTERST (40), is Vice President of Government
Portfolio (1997), Treasury Portfolio (1997), Treasury Only Portfolio
(1997), and other funds advised by FMR. Prior to his current
responsibilities, Mr. Litterst managed a variety of Fidelity funds.

SCOTT A. ORR (38), is Vice President of Tax Exempt Portfolio (1995)
and other funds advised by FMR. Prior to his current responsibilities,
Mr. Orr managed a variety of Fidelity funds.

JOHN J. TODD (51), is Vice President of Domestic Portfolio (1997), and
other funds advised by FMR. Prior to his current responsibilities, Mr.
Todd managed a variety of Fidelity funds.

ERIC D. ROITER ( 51 ), is Secretary of Treasury Only Portfolio,
Treasury Portfolio, Government Portfolio, Domestic Portfolio, Money
Market Portfolio, and Tax-Exempt Portfolio (1998). He also serves
as Secretary of other Fidelity funds (1998) ; Vice President,
General Counsel, and Clerk of FMR (1998); and Vice President
and Clerk of FDC (1998). Prior to joining Fidelity, Mr. Roiter was
with the law firm of Debevoise & Plimpton, as an associate (1981-1984)
and as a partner (1985-1997), and served as an Assistant General
Counsel of the U.S. Securities and Exchange Commission (1979-1981).
Mr. Roiter was an Adjunct Member, Faculty of Law, at Columbia
University Law School (1996-1997).

ROBERT A. DWIGHT (41), is Treasurer of Treasury Only Portfolio,
Treasury Portfolio, Government Portfolio, Domestic Portfolio, Money
Market Portfolio, and Tax-Exempt Portfolio (2000). Mr. Dwight also
serves as Treasurer of other Fidelity funds (2000) and is an employee
of FMR. Prior to becoming Treasurer of the Fidelity funds, he served
as President of Fidelity Accounting and Custody Services (FACS).
Before joining Fidelity, Mr. Dwight was Senior Vice President of fund
accounting operations for The Boston Company.

MARIA F. DWYER (41), is Deputy Treasurer of Treasury Only
Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio, Money Market Portfolio, and Tax-Exempt Portfolio (2000).
She also serves as Deputy Treasurer of other Fidelity funds (2000) and
is a Vice President (1999) and an employee (1996) of FMR. Prior to
joining Fidelity, Ms. Dwyer served as Director of Compliance for MFS
Investment Management.

MATTHEW N. KARSTETTER (38), is Deputy Treasurer of Treasury
Only Portfolio, Treasury Portfolio, Government Portfolio ,
Domestic Portfolio, Money Market Portfolio, and Tax-Exempt
Portfolio (1998). He also serves as Deputy Treasurer of other
Fidelity funds (1998) 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), is Assistant Vice President of Treasury
Only Portfolio, Treasury Portfolio, Government Portfolio , Domestic
Portfolio, Money Market Portfolio, and Tax-Exempt Portfolio (1998).
Mr. Griffith is Assistant Vice President of Fidelity's
Fixed-Income Funds (1998) and is a n employee of FMR Corp.

JOHN H. COSTELLO (53), is Assistant Treasurer of Treasury Only
Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio, Money Market Portfolio, and Tax-Exempt Portfolio .
Mr. Costello also serves as Assistant Treasurer of other
Fidelity funds and is an employee of FMR.

THOMAS J. SIMPSON (41), is Assistant Treasurer of Treasury Only
Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio, Money Market Portfolio, and Tax-Exempt Portfolio
(1996) . Mr. Simpson 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, 2000 , or
calendar year ended December 31, 1999 , as applicable.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
COMPENSATION TABLE

AGGREGATE COMPENSATION FROM A Edward C. Johnson 3d** Abigail P. Johnson** J. Michael Cook ***** Ralph F. Cox
FUNDA

Treasury Only PortfolioB $ 0 $ 0 $ 34 $ 342

Treasury PortfolioB $ 0 $ 0 $ 191 $ 2,163

Government PortfolioB $ 0 $ 0 $ 194 $ 1,816

Domestic PortfolioB $ 0 $ 0 $ 179 $ 1,155

Money Market PortolioB,C,D $ 0 $ 0 $ 438 $ 4,229

Tax-Exempt PortfolioB $ 0 $ 0 $ 55 $ 565

TOTAL COMPENSATION FROM THE $ 0 $ 0 $ 0 $ 217,500
FUND COMPLEX*, A

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
COMPENSATION TABLE

AGGREGATE COMPENSATION
FROM A Phyllis Burke Davis Robert M. Gates E. Bradley Jones **** Donald J. Kirk Ned C. Lautenbach ***
FUNDA

Treasury Only PortfolioB $ 338 $ 342 $ 247 $ 343 $ 180

Treasury PortfolioB $ 2,133 $ 2,162 $ 1,606 $ 2,167 $ 1,091

Government PortfolioB $ 1,796 $ 1,815 $ 1,273 $ 1,816 $ 978

Domestic PortfolioB $ 1,151 $ 1,155 $ 693 $ 1,148 $ 716

Money Market PortolioB,C,D $ 4,173 $ 4,226 $ 2,975 $ 4,229 $ 2,219

Tax-Exempt PortfolioB $ 558 $ 565 $ 409 $ 566 $ 289

TOTAL COMPENSATION FROM THE $ 211,500 $ 217,500 $ 217,500 $ 217,500 $ 54,000
FUND COMPLEX*, A

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
COMPENSATION TABLE

AGGREGATE COMPENSATION FROM A Peter S. Lynch ** William O. McCoy Gerald C. McDonough Marvin L. Mann Robert C. Pozen**
FUNDA

Treasury Only PortfolioB $ 0 $ 338 $ 429 $ 345 $ 0

Treasury PortfolioB $ 0 $ 2,134 $ 2,709 $ 2,177 $ 0

Government PortfolioB $ 0 $ 1,792 $ 2,274 $ 1,829 $ 0

Domestic PortfolioB $ 0 $ 1,140 $ 1,445 $ 1,164 $ 0

Money Market PortolioB,C,D $ 0 $ 4,174 $ 5,293 $ 4,258 $ 0

Tax-Exempt PortfolioB $ 0 $ 558 $ 708 $ 569 $ 0

TOTAL COMPENSATION FROM THE $ 0 $ 214,500 $ 269,000 $ 217,500 $ 0
FUND COMPLEX*, A

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
COMPENSATION TABLE

AGGREGATE COMPENSATION FROM A Thomas R. Williams
FUNDA

Treasury Only PortfolioB $ 336

Treasury PortfolioB $ 2,120

Government PortfolioB $ 1,783

Domestic PortfolioB $ 1,138

Money Market PortolioB,C,D $ 4,146

Tax-Exempt PortfolioB $ 554

TOTAL COMPENSATION FROM THE $ 213,000
FUND COMPLEX*, A

</TABLE>

* Information is for the calendar year ended December 31, 199 9
for 23 6 funds in the complex.

** Interested Trustees of the funds and Ms. Johnson are
compensated by FMR.

*** During the period from October 14, 1999 through December 31,
1999, Mr. Lautenbach served as a Member of the Advisory Board.
Effective January 1, 2000, Mr. Lautenbach serves as a Member of the
Board of Trustees.

**** Mr. Jones served on the Board of Trustees through December 31,
1999.

***** Effective March 1 6 , 2000, Mr. Cook serves as a Member of
the Advisory Board.

A Compensation figures include cash, amounts required to be deferred,
and may include amounts deferred at the election of Trustees. For the
calendar year ended December 31, 199 9 , 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, $ 53,735 ; William O. McCoy,
$ 53,735 ; and Thomas R. Williams, $ 62,319.

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, $2,153; Phyllis Burke Davis,
$2,153; Robert M. Gates, $2,153; E. Bradley Jones, $1,385; Donald J.
Kirk, $2,153; Ned C. Lautenbach, $768; William O. McCoy, $2,153;
Gerald C. McDonough, $2,592; Marvin L. Mann, $2,153; and Thomas R.
Williams, $2,153.

D Certain of the non-interested Trustees' aggregate compensation from
a fund includes accrued voluntary deferred compensation as follows:
Ned C. Lautenbach, $337, Money Market Portfolio; and Thomas R.
Williams, $1,484, Money Market Portfolio .

Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 and January 2000 (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 a re 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 March 31, 2000, approximately 4.56% of Money Market
Portfolio's total outstanding shares was held by an FMR affiliate. FMR
Corp. is the ultimate parent company of this FMR affiliate. By virtue
of their ownership interest in FMR Corp., as described in the "Control
of Investment Advisers" section on page 77, Mr. Edward C. Johnson 3d,
President and Trustee of the fund, and Ms. Abigail P. Johnson, Member
of the Advisory Board 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 and Ms. Johnson's deemed ownership of Money Market
Portfolio's shares, the Trustees, Members of the Advisory Board, and
officers of the funds owned, in the aggregate, less than 1% of each
fund's total outstanding shares.

As of March 31, 2000, the following owned of record or beneficially
5% or more (up to and including 25%) of each class's outstanding
shares:

Treasury Only Portfolio Class I: Ropes & Gray, Boston, MA (15.15%);
First Union Corp., Charlotte, NC (12.38%); Boston Harbor Trust
Company, Boston, MA (9.43%); Allen & Company, Inc., Lakeland, FL
(8.83%); Data General Corp., Westborough, MA (7.31%); State Street
Bank, North Quincy, MA (7.12%); Wien Malkin & Bettex, New York, NY
(6.08%).

Treasury Only Portfolio Class II: First Bank System Inc.,
Minneapolis, MN (64.67%); The Bank of New York Company, Inc., New
York, NY (22.03%); BankBoston Corporation, Boston, MA (8.02%).

Treasury Only Portfolio Class III: Fleet Financial Group Inc.,
Boston, MA (32.86%); HSBC Bank USA, Buffalo, NY (16.35%); Marquette
Trust Company, Golden Valley, MN (10.06%); First Union Corp.,
Charlotte, NC (7.56%); First American Trust Company, Santa Ana, CA
(7.00%); The Bank of New York Company, Inc., New York, NY (6.42%).

Treasury Portfolio Class I: Michigan National Bank, Farmington
Hills, MI (8.13%); Chase Manhattan Corp., Houston, TX (5.98%);
UMB/Scout Brokerage, Inc., Kansas City, MO (5.95%); Allen & Company,
Inc., Lakeland, FL (5.61%); Perkin-Elmer Corporation, Norwalk, CT
(5.51%).

Treasury Portfolio Class II: Citibank, New York, NY (61.56%); HSBC
Bank USA, Buffalo, NY (16.24%); Bank One Corporation, Westerville, OH
(9.46%); First Union Corp., Charlotte, NC (5.76%).

Treasury Portfolio Class III: The Bank of New York Company, Inc.,
New York, NY (64.12%); Chase Manhattan Corp., Houston, TX (7.10%);
Chase Manhattan Corp., New York, NY (5.94%).

Government Portfolio Class I: State Street Bank, North Quincy, MA
(13.96%); First Tennessee National Corp., Memphis, TN (6.90%).

Government Portfolio II: Chase Manhattan Corp., New York, NY
(24.46%); First Union Corp., Charlotte, NC (20.39%); BankBoston
Corporation, Boston, MA (12.57%); Michigan National Bank, Farmington
Hills, MI (12.03%); Chase Manhattan Corp., Houston, TX (9.48%).

Government Portfolio Class III: Chase Manhattan Corp., Houston, TX
(35.26%); Chase Manhattan Corp., New York, NY (18.64%); Fleet
Financial Group Inc., New York, NY (16.97%); First Tennessee National
Corp., Memphis TN (13.84%).

Domestic Portfolio Class I: BankBoston Corporation, Boston, MA
(12.29%); Chase Manhattan Corp., Houston, TX (7.38%); Perkin-Elmer
Corporation, Norwalk, CT (6.36%).

Domestic Portfolio Class II: BankBoston Corporation, Boston, MA
(32.54%); First National Bank of Omaha, Omaha, NE (15.81%); Fleet
Financial Group Inc., New York, NY (13.57%); NatCity Investments,
Inc., Indianapolis, IN (10.88%); Fleet Financial Group Inc., Boston,
MA (10.23%); BankAmerica Corp., San Francisco, CA (8.41%); Fleet
Boston Treasury, Boston, MA (6.08%).

Domestic Portfolio Class III: Fleet Financial Group Inc., New York,
NY (33.61%); First Union Corp., Charlotte, NY (17.24%); BankBoston
Corporation, Boston, MA (11.96%); Chase Manhattan Corp., Houston, TX
(5.77%).

Money Market Portfolio Class I: Trust Company Money, Boston, MA
(25.49%); Fleet Financial Group Inc., New York, NY (5.53%).

Money Market Portfolio Class II: US Bancorp, Minneapolis, MN
(23.95%); BankAmerica Corp., San Francisco, CA (18.36%); BankBoston
Corporation, Boston, MA (11.88%); Capital Network Services Inc., San
Francisco, CA (11.34%); Chase Manhattan Corp., New York, NY (10.98%);
Bank One Corporation, Chicago, IL (8.58%).

Money Market Portfolio Class III: Fleet Financial Group Inc., New
York, NY (23.28%); Chase Manhattan Corp., New York, NY (18.53%); First
Bank System Inc., Minneapolis, MN (8.89%); UMB/Scout Brokerage, Inc.,
Kirkwood, MO (7.64%); Chase Manhattan Corp., Houston, TX (7.45%);
First Union Corp., Charlotte, NC (7.03%)

Tax-Exempt Portfolio Class I: Fleet Financial Group, Inc., New
York, NY (9.07%); U.S. Trust Company - NY, New York, NY (6.53%);
Boston Harbor Trust Company, Boston, MA (6.39%); Chase Manhattan
Corp., New York, NY (6.00%); First Tennessee National Corp., Memphis,
TN (5.31%).

Tax-Exempt Portfolio Class II: BankAmerica Corp., San Francisco, CA
(37.14%); BankBoston Corporation, Boston, MA (34.99%); Fleet Boston
Treasury, Boston, MA (14.78%).

Tax-Exempt Portfolio Class III: Capital Network Services Inc., San
Francisco, CA (71.26%); First Bank System Inc., Minneapolis, MN
(7.38%); Bank One Corporation, Westerville, OH (6.47%).

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 Fidelity Investments Money Management, Inc. (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 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.

The funds, FMR, FIMM, and Fidelity Distributors Corporation (FDC)
have adopted a code of ethics under Rule 17j-1 of the 1940 Act that
sets forth employees' fiduciary responsibilities regarding the funds,
establishes procedures for personal investing, and restricts certain
transactions. Employees subject to the code of ethics, including
Fidelity investment personnel, may invest in securities for their own
investment accounts, including securities that may be purchased or
held by the funds.

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 2000 $ 2,478,762

1999 $ 2,210,417

1998+ $ 2,858,388

Treasury Portfolio 2000 $ 15,462,696

1999 $ 16,854,245

1998 $ 16,809,807

Government Portfolio 2000 $ 13,262,965

1999 $ 10,044,935

1998 $ 8,427,180

Domestic Portfolio 2000 $ 8,687,940

1999 $ 3,600,888

1998 $ 2,486,885

Money Market Portfolio 2000 $ 30,357,913

1999 $ 25,027,315

1998 $ 20,235,151

Tax-Exempt Portfolio 2000 $ 4,054,382

1999 $ 4,613,456

1998 $ 4,572,721

</TABLE>

+ These numbers reflect management fees paid under the fund's prior
contract that was in effect through May 31, 1997.

F MR 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), which is
subject to revision or discontinuance. 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.

FMR voluntarily agreed to reimburse Money Market Portfolio 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. The table below
shows the period of reimbursement and level of expense limitation for
the applicable fund; the dollar amount of management fees incurred
under the fund's contract before reimbursement; and the dollar amount
of management fees reimbursed by FMR under the expense reimbursement
for each period.

Periods of Expense Limitation Aggregate Operating Expense Fiscal Years Ended March 31
From To Limitation

Money Market Portfolio April 1, 1997 current 0.18% 2000

1999

1998

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
Management Fee Before Amount of Management Fee
Reimbursement Reimbursement

Money Market Portfolio $ 30,357,913 $ 3,035,788

$ 25,027,315 $ 2,344,764

$ 20,235,151 $ 2,038,262

</TABLE>

SUB-ADVISER. FMR has entered into a sub-advisory agreement with FIMM
pursuant to which FIMM has primary responsibility for choosing
investments for each fund. Prior to January 23, 1998, FMR Texas Inc.
(FMR Texas) had primary responsibility for providing investment
management services to each fund. 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 agreements, 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 2000 $ 0 $ 1,239,381

1999 $ 0 $ 1,105,209

1998 $ 1,214,003 $ 215,191

Treasury Portfolio 2000 $ 0 $ 7,731,348

1999 $ 0 $ 8,427,123

1998 $ 6,911,829 $ 1,493,075

Government Portfolio 2000 $ 0 $ 6,631,483

1999 $ 0 $ 5,022,467

1998 $ 3,391,600 $ 821,990

Domestic Portfolio 2000 $ 0 $ 4,343,970

1999 $ 0 $ 1,800,444

1998 $ 990,351 $ 253,092

Money Market Portfolio 2000 $ 0 $ 15,178,957

1999 $ 0 $ 12,513,658

1998 $ 8,031,310 $ 2,086,266

Tax-Exempt Portfolio 2000 $ 0 $ 2,027,191

1999 $ 0 $ 2,306,728

1998 $ 1,849,770 $ 436,591

</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 each 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 Distribution and Service Plans 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-provider s), including its
affiliates, 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 ), including its
affiliates, 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 the fiscal year ended March 31, 2000 , Class II of Treasury
Only Portfolio paid FDC 12b-1 fees of $68,923, of which FDC paid
$67,547 to intermediaries and retained $1,376.*

For the fiscal year ended March 31, 2000 , Class II of Treasury
Portfolio paid FDC 12b-1 fees of $567,909, of which FDC paid
$567,909 to intermediaries and retained $0.

For the fiscal year ended March 31, 2000 , Class II of
Government Portfolio paid FDC 12b-1 fees of $697,931, of which FDC
paid $697,931 to intermediaries and retained $0.

For the fiscal year ended March 31, 2000 , Class II of Domestic
Portfolio paid FDC 12b-1 fees of $486,501, of which FDC paid
$486,501 to intermediaries and retained $0.

For the fiscal year ended March 31, 2000 , Class II of Money
Market Portfolio paid FDC 12b-1 fees of $228,582, of which FDC paid
$225,898 to intermediaries and retained $2,684.*

For the fiscal year ended March 31, 2000 , Class II of
Tax-Exempt Portfolio paid FDC 12b-1 fees of $61,651, of which FDC paid
$61,142 to intermediaries and retained $509.*

For the fiscal year ended March 31, 2000 , Class III of
Treasury Only Portfolio paid FDC 12b-1 fees of $245,893, of which FDC
paid $221,063 to intermediaries and retained $24,830.*

For the fiscal year ended March 31, 2000 , Class III of
Treasury Portfolio paid FDC 12b-1 fees of $7,574,761, of which FDC
paid $7,523,175 to intermediaries and retained $51,586.*

For the fiscal year ended March 31, 2000 , Class III of
Government Portfolio paid FDC 12b-1 fees of $2,374,227, of which FDC
paid $2,363,992 to intermediaries and retained $10,235.*

For the fiscal year ended March 31, 2000 , Class III of
Domestic Portfolio paid FDC 12b-1 fees of $2,078,998, of which FDC
paid $2,077,612 to intermediaries and retained $1,386.*

For the fiscal year ended March 31, 2000 , Class III of Money
Market Portfolio paid FDC 12b-1 fees of $1,622,033, of which FDC paid
$1,620,761 to intermediaries and retained $1,272.*

For the fiscal year ended March 31, 2000 , Class III of
Tax-Exempt Portfolio paid FDC 12b-1 fees of $345,646, of which FDC
paid $343,248 to intermediaries and retained $2,398.*

* 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 each 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.
Each 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, each Class I Plan
provides that FMR, directly or through FDC, may p ay significant
amounts to in termediaries, 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.

Under each Class II and Class III 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. Each Class II and Class III 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 II and
Class III shares and/or shareholder support services, including
payments o f significant amounts m ade to intermediaries that
provide those services. Currently, the Board of Trustees has
authorized such payments for Class II and Class III shares .

Prior to app roving 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 directly engaging in the
business of underwriting, selling or distributing securities.
F DC 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 ,
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.

FDC may compensate intermediaries that satisfy certain criteria
established from time to time by FDC relating to the level or type of
services provided by the intermediary, the sale or expected sale of
significant amounts of shares, or other factors.

TRANSFER AND SERVICE AGENT AGREEMENTS

Each class of Treasury Only Portfolio, Treasury Portfolio, Government
Portfolio, Domestic Portfolio, and Money Market Portfolio (the taxable
funds) has entered into a transfer agent agreement with Fidelity
Investments Institutional Operations Company, Inc. ( 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 Citibank, N.A. (Citibank) , which is located at
111 Wall Street, New York, New York . Under the terms of the
agreements, Citibank provides transfer agency, dividend
disbursing, and shareholder services for each class of the fund.
Citibank in turn has entered into sub-transfer agent agreements
with FIIOC. Under the terms of the sub-agreements, FIIOC performs all
processing activities associated with providing these services for
each class of the fund and receives all related transfer agency fees
paid to Citibank .

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 the taxable funds has entered into a service agent agreement
with Fidelity Service Company, Inc. (FSC) , an affiliate of FMR.
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 Citibank . Under the terms of the agreement,
Citibank provides pricing and bookkeeping services for the
fund. Citibank in turn has entered into a sub-service agent
agreement with FSC . Under the terms of the sub-agreement, FSC
performs all processing activities associated with providing these
services, including calculating the NAV and dividends for each class
of the fund and maintaining the fund's portfolio and general
accounting records, and receives all related pricing and bookkeeping
fees paid to Citibank .

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, 0.0021% of
average net assets between $10 billion and $25 billion, and
0.00075% of average net assets in excess of $25 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 2000 1999 1998

Treasury Only Portfolio $ 131,259 $ 132,560 $ 116,314

Treasury Portfolio $ 618,480 $ 688,303 $ 682,117

Government Portfolio $ 537,428 $ 429,957 $ 366,891

Domestic Portfolio $ 369,551 $ 185,642 $ 143,578

Money Market Portfolio $ 870,428 $ 822,539 $ 786,055

Tax-Exempt Portfolio $ 230,869 $ 271,871 $ 288,482

DESCRIPTION OF THE TRUST

TRUST ORGANIZATION. Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, Domestic Portfolio, Money Market Portfolio, and
Tax-Exempt Portfolio are funds 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 in Colchester Street
Trust: Treasury Only Portfolio, Treasury Portfolio, Government
Portfolio, Domestic Portfolio, Money Market Portfolio, and Tax-Exempt
Portfolio. The Trustees are permitted to create additional funds in
the trust and to create additional classes of the 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 a fund 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 S . The Bank of New York, 110 Washington Street, New
York, New York, is custodian of the assets of the taxable funds.
Citibank, N.A., 111 Wall Street, New York, New York , is
custodian of the assets of Tax-Exempt Portfolio. Each custodian is
responsible for the safekeeping of a fund's assets and the appointment
of any subcustodian banks and clearing agencies. The Chase Manhattan
Bank, headquartered in New York, also may serve as a special purpose
custodian of certain assets of the taxable funds in connection with
repurchase agreement transactions.

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. Deloitte & Touche LL P, 200 Berkeley Street, Boston,
Massachusetts, serves as independent accountant for each fund. 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, 2000 , and report of the auditor,
are included in the fund's annual report and are incorporated herein
by reference.

APPENDIX

Fidelity, Fidelity Investments & (Pyramid) Design, Fidelity Focus,
Spartan, 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) Amended and Restated Trust Instrument, dated December 16,
1999, is filed herein as Exhibit a(1).

(a) (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) Certificate of Amendment of Fidelity Institutional Cash
Portfolios to Colchester Street Trust, dated June 19, 1998, is filed
herein as Exhibit a(5).

(b) Bylaws of the Trust, as amended and dated May 19, 1994, are
incorporated herein by reference to Exhibit 2(a) of Fidelity Union
Street Trust II's (File No. 33-43757) Post-Effective Amendment No. 10.

(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 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 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 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 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 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) 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., dated May
29, 1998, is incorporated herein by reference to Exhibit d(12) of
Post-Effective Amendment No. 39.

(e) (1) General Distribution Agreement between 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 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 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 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) General Distribution Agreement between Tax-Exempt Portfolio and
Fidelity Distributors Corporation, dated May 29, 1998, is incorporated
herein by reference to Exhibit e(5) of Post-Effective Amendment No.
39.

(6) General Distribution Agreement between Treasury Only Portfolio
and Fidelity Distributors Corporation, dated May 30, 1997, is
incorporated herein by reference to Exhibit e(6) of Post-Effective
Amendment No. 39.

(7) 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).

(8) 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).

(9) 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.

(10) 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.

(11) Form of Bank Agency Agreement (most recently revised January,
1997) is incorporated herein by reference to Exhibit e(9) of
Post-Effective Amendment No. 39.

(12) Form of Selling Dealer Agreement for Bank Related Transactions
(most recently revised January 1997) is incorporated herein by
reference to Exhibit e(10) of Post-Effective Amendment No. 39.

(13) Form of Selling Dealer Agreement (most recently revised January
1997) incorporated herein by reference to Exhibit e(11) of
Post-Effective Amendment No. 39.

(f) (1) The Fee Deferral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of September 15, 1995 and
amended through January 1, 2000, is incorporated herein by reference
to Exhibit (f)(1) of Fidelity Massachusetts Municipal Trust's (File
No. 2-75537) Post-Effective Amendment No. 39.

(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 October 18, 1999, 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 Summer
Street Trust's (File No. 2-58542) Post-Effective Amendment No. 58.

(3) Appendix B, dated March 16, 2000, 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 Summer
Street Trust's (File No. 2-58542) Post-Effective Amendment No. 58.

(4) Addendum, dated October 21, 1996, 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)(4) of Fidelity
Hereford Street Trust's (File No. 33-52577) Post-Effective Amendment
No. 12.

(5) Amendment, dated July 14, 1999, to the Fee Schedule 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)(5)
of Fidelity Summer Street Trust's (File No. 2-58542) Post-Effective
Amendment No. 58.

(6) Custodian Agreement, Appendix A, Appendix B, and Appendix C,
dated May 1, 1998, between Citibank, N.A. and Colchester Street Trust
on behalf of Tax-Exempt Portfolio are incorporated herein by reference
to Exhibit (g)(5) of Fidelity Union Street Trust's (File No. 2-50318)
Post-Effective Amendment No. 102.

(7) 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.

(8) 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.

(9) 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.

(10) 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.

(11) 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.

(12) 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.

(13) Schedule A-1, dated March 29, 2000, to the Fidelity Group Repo
Custodian Agreements, Schedule 1s to the Fidelity Group Repo Custodian
Agreements, Joint Trading Account Custody Agreement, and First
Amendment to the Joint Trading Account Custody Agreement, between the
respective parties 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(11) of Fidelity Magellan Fund's (File No.
2-21461) Post Effective Amendment No. 48.

(h) Not applicable.

(i) Legal Opinion of Kirkpatrick & Lockhart LLP for Treasury Only
Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio, Money Market Portfolio, and Tax-Exempt Portfolio, dated May
22, 2000, is filed herein as Exhibit i(1).

(j)(1) Consent of PricewaterhouseCoopers LLP, dated May 19, 2000, is
filed herein as Exhibit j(1).

(j)(2) Consent of Deloitte & Touche LLP, dated May 19, 2000, is filed
herein as Exhibit j(2).

(k) Not applicable.

(l) Not applicable.

(m) (1) Distribution and Service Plan pursuant to Rule 12b-1 for
Money Market (currently Money Market Portfolio Class I) is
incorporated herein by reference to Exhibit m(1) of Post-Effective
Amendment No. 39.

(2) Distribution and Service Plan pursuant to Rule 12b-1 for
Government (currently Government Portfolio Class I) is incorporated
herein by reference to Exhibit m(2) of Post-Effective Amendment No.
39.

(3) Distribution and Service Plan pursuant to Rule 12b-1 for
Treasury (currently Treasury Portfolio Class I) is incorporated herein
by reference to Exhibit m(3) of Post-Effective Amendment No. 39.

(4) Distribution and Service Plan pursuant to Rule 12b-1 for
Domestic (currently Domestic Portfolio Class I) is incorporated herein
by reference to Exhibit m(4) of Post-Effective Amendment No. 39.

(5) Distribution and Service Plan pursuant to Rule 12b-1 for
Treasury Only (currently Treasury Only Portfolio Class I) is
incorporated herein by reference to Exhibit m(5) of Post-Effective
Amendment No. 39.

(6) Distribution and Service Plan pursuant to Rule 12b-1 for
Tax-Exempt Portfolio Class I is incorporated herein by reference to
Exhibit m(6) of Post-Effective Amendment No. 39.

(7) Distribution and Service Plan pursuant to Rule 12b-1 for Money
Market Class II (currently Money Market Portfolio Class II) is
incorporated herein by reference to Exhibit m(7) of Post-Effective
Amendment No. 39.

(8) Distribution and Service Plan pursuant to Rule 12b-1 for
Government Class II (currently Government Portfolio Class II) is
incorporated herein by reference to Exhibit m(8) of Post-Effective
Amendment No. 39.

(9) Distribution and Service Plan pursuant to Rule 12b-1 for
Treasury Class II (currently Treasury Portfolio Class II) is
incorporated herein by reference to Exhibit m(9) of Post-Effective
Amendment No. 39.

(10) Distribution and Service Plan pursuant to Rule 12b-1 for
Domestic Class II (currently Domestic Portfolio Class II) is
incorporated herein by reference to Exhibit m(10) of Post-Effective
Amendment No. 39.

(11) Distribution and Service Plan pursuant to Rule 12b-1 for
Treasury Only Class II (currently Treasury Only Portfolio Class II) is
incorporated herein by reference to Exhibit m(11) of Post-Effective
Amendment No. 39.

(12) Distribution and Service Plan pursuant to Rule 12b-1 for
Tax-Exempt Portfolio Class II is incorporated herein by reference to
Exhibit m(12) of Post-Effective Amendment No. 39.

(13) Distribution and Service Plan pursuant to Rule 12b-1 for Money
Market Class III (currently Money Market Portfolio Class III) is
incorporated herein by reference to Exhibit m(13) of Post-Effective
Amendment No. 39.

(14) Distribution and Service Plan pursuant to Rule 12b-1 for
Government Class III (currently Government Portfolio Class III) is
incorporated herein by reference to Exhibit m(14) of Post-Effective
Amendment No. 39.

(15) Distribution and Service Plan pursuant to Rule 12b-1 for
Treasury Class III (currently Treasury Portfolio Class III) is
incorporated herein by reference to Exhibit m(15) of Post-Effective
Amendment No. 39.

(16) Distribution and Service Plan pursuant to Rule 12b-1 for
Domestic Class III (currently Domestic Portfolio Class III) is
incorporated herein by reference to Exhibit m(16) of Post-Effective
Amendment No. 39.

(17) Distribution and Service Plan pursuant to Rule 12b-1 for
Treasury Only Class III (currently Treasury Only Portfolio Class III)
is incorporated herein by reference to Exhibit m(17) of Post-Effective
Amendment No. 39.

(18) Distribution and Service Plan pursuant to Rule 12b-1 for
Tax-Exempt Portfolio Class III is incorporated herein by reference to
Exhibit m(18) of Post-Effective Amendment No. 39.

(n) Not applicable.

(o) (1) 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.

(p)(1) Code of Ethics, dated January 1, 2000, adopted by each fund,
Fidelity Management & Research Company, Fidelity Investments Money
Management, Inc., and Fidelity Distributors Corporation pursuant to
Rule 17j-1 is incorporated herein by reference to Exhibit (p)(1) of
Fidelity Commonwealth Trust's (File No. 2-52322) Post-Effective
Amendment No. 69.

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; Chief
Executive Officer, Chairman
of the Board, and Director
of FMR Corp., Fidelity
Investments Money
Management, Inc. (FIMM),
Fidelity Management &
Research (U.K.) Inc. (FMR
U.K.), Fidelity Management &
Research (Far East) Inc.
(FMR Far East), and Fidelity
Management & Research Co.,
Inc. (FMRC); Chairman of the
Executive Committee of FMR;
Chairman and Representative
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, FMRC, FMR
U.K., and FMR Far East;
Director of Strategic
Advisers, Inc.; Previously,
General Counsel, Managing
Director, and Senior Vice
President of FMR Corp.

Peter S. Lynch Vice Chairman of the Board
and Director of FMR and FMRC.

John Avery Vice President of FMR and of
funds advised by FMR.

Robert Bertelson Vice President of FMR and of
a fund advised by FMR.

John H. Carlson Vice President of FMR and of
funds advised by FMR.

Robert C. Chow Vice President of FMR and of
a fund advised by FMR.

Dwight D. Churchill Senior Vice President of FMR
and Vice President of Bond
Funds advised by FMR; Vice
President of FIMM.

Laura B. Cronin Vice President of FMR and
Treasurer of FMR, FIMM, FMR
U.K., FMRC and FMR Far East.

Barry Coffman Vice President of FMR and of
a fund advised by FMR.

Arieh Coll Vice President of FMR.

Catherine Collins Vice President of FMR.

Frederic G. Corneel Tax Counsel of FMR.

William Danoff Senior Vice President of FMR
and Vice President of funds
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 Senior Vice President of FMR
and of funds advised by FMR.

Stephen DuFour Vice President of FMR and of
a fund advised by FMR.

Maria F. Dwyer Vice President of FMR and
Deputy Treasurer of the
Fidelity funds.

Margaret L. Eagle Vice President of FMR and of
a fund advised by FMR.

William R. Ebsworth Vice President of FMR.

David Felman Vice President of FMR and of
a fund advised by FMR.

Richard B. Fentin Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Karen Firestone Vice President of FMR and of
a fund advised by FMR.

Michael B. Fox Assistant Treasurer of FMR,
FIMM, FMR U.K., and FMR Far
East; Vice President and
Treasurer of FMR Corp. and
Strategic Advisers, Inc.;
Vice President of FMR U.K.,
FMR Far East, and FIMM.

Gregory Fraser Vice President of FMR and of
funds advised by FMR.

Jay Freedman Assistant Clerk of FMR; Clerk
of FMR Corp., FMR U.K., FMR
Far East, FMRC, and
Strategic Advisers, Inc.;
Secretary of FIMM; Vice
President and Deputy General
Counsel of FMR Corp.

David L. Glancy Vice President of FMR and of
funds advised by FMR.

Barry A. Greenfield Vice President of FMR and of
funds 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
and Vice President of
High-Income Funds advised by
FMR.

Robert J. Haber Vice President of FMR.

Richard C. Habermann Senior Vice President of FMR
and Vice President of funds
advised by FMR.

Fred L. Henning Jr. Senior Vice President of FMR;
Senior Vice President of
FIMM; Vice President of
Fixed-Income Funds advised
by FMR.

Bruce T. Herring Vice President of FMR.

Robert F. Hill Vice President of FMR and
Director of Technical
Research.

Frederick Hoff Vice President of FMR.

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.

Shigeki Makino Vice President of FMR.

Charles A. Mangum Vice President of FMR and of
funds advised by FMR.

Kevin McCarey Vice President of FMR and of
funds advised by FMR.

James McDowell Senior Vice President of FMR.

Neal P. Miller Vice President of FMR and of
a fund advised by FMR.

Jacques Perold Vice President of FMR.

Stephen Petersen Senior Vice President of FMR
and Vice President of funds
advised by FMR.

Alan Radlo Vice President of FMR.

Eric D. Roiter Vice President, 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
funds advised by FMR.

Fergus Shiel Vice President of FMR and of
funds advised by 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
a fund 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 and of
funds advised by FMR.

Beth F. Terrana Senior Vice President of FMR
and Vice President of funds
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 Director of FMR Corp.

Jason Weiner Vice President of FMR and of
a fund advised by FMR.

Steven S. Wymer Vice President of FMR and of
a fund advised by FMR.

(2) FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. (FIMM)
1 Spartan 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, FMRC,
and FMR U.K.; Chairman of
the Executive Committee of
FMR; President and Chief
Executive Officer of FMR
Corp.; Chairman and
Representative 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.,
FMRC, and FMR Far East;
Director of Strategic
Advisers, Inc.; 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.

Laura B. Cronin Treasurer of FIMM, FMR Far
East, FMR U.K., FMRC, and
FMR and Vice President of FMR.

Michael B. Fox Assistant Treasurer of FIMM,
FMR U.K., FMR Far East, and
FMR; Vice President and
Treasurer of FMR Corp. and
Strategic Advisers, Inc.;
Vice President of FIMM, FMR
U.K., and FMR Far East.

Jay Freedman Secretary of FIMM; Clerk of
FMR U.K., FMR Far East, FMR
Corp., FMRC, and Strategic
Advisers, Inc.; Assistant
Clerk of FMR; Vice President
and Deputy General Counsel
of FMR Corp.

Susan Englander Hislop Assistant Secretary of FIMM;
Assistant Clerk of FMR U.K.,
FMR Far East, and Strategic
Advisers, Inc.

Stanley N. Griffith Assistant Secretary of FIMM.

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 L. McCartney Director and President None

J. Gary Burkhead Director None

Paul J. Gallagher Director None

Kevin J. Kelly Director None

Daniel T. Geraci Executive Vice President None

Eric D. Roiter Vice President and Clerk Secretary

Jane Greene Treasurer and Controller None

Gary Greenstein Assistant Treasurer None

Jay Freedman Assistant Clerk None

Linda Capps 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 Citibank, N.A., 111 Wall Street, New York, NY.

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 certifies that it meets
all of the requirements for the effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this Post-Effective Amendment No. 40 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 19th day of May 2000.

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 President and Trustee May 19, 2000
(dagger)

Edward C. Johnson 3d (Principal Executive Officer)

/s/Robert A. Dwight Treasurer May 19, 2000

Robert A. Dwight

/s/Robert C. Pozen Trustee May 19, 2000

Robert C. Pozen

/s/Ralph F. Cox Trustee May 19, 2000
*

Ralph F. Cox

/s/Phyllis Burke Davis Trustee May 19, 2000
*

Phyllis Burke Davis

/s/Robert M. Gates Trustee May 19, 2000
*

Robert M. Gates

/s/Donald J. Kirk Trustee May 19, 2000
*

Donald J. Kirk

/s/Ned C. Lautenbach Trustee May 19, 2000
*

Ned C. Lautenbach

/s/Peter S. Lynch Trustee May 19, 2000
*

Peter S. Lynch

/s/Marvin L. Mann Trustee May 19, 2000
*

Marvin L. Mann

/s/William O. McCoy Trustee May 19, 2000
*

William O. McCoy

/s/Gerald C. McDonough Trustee May 19, 2000
*

Gerald C. McDonough

/s/Thomas R. Williams Trustee May 19, 2000
*

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 16, 1999 and filed herewith.

POWER OF ATTORNEY

I, the undersigned President and Director, Trustee, or General
Partner, as the case may be, of the following investment companies:

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

We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:

Colchester Street Trust Fidelity Hastings Street Trust
Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional
Fidelity Advisor Series III Tax-Exempt Cash Portfolios
Fidelity Advisor Series IV Fidelity Investment Trust
Fidelity Advisor Series V Fidelity Magellan Fund
Fidelity Advisor Series VI Fidelity Massachusetts
Fidelity Advisor Series VII Municipal Trust
Fidelity Advisor Series VIII Fidelity Money Market Trust
Fidelity Beacon Street Trust Fidelity Mt. Vernon Street
Fidelity Boston Street Trust Trust
Fidelity California Municipal Fidelity Municipal Trust
Trust Fidelity Municipal Trust II
Fidelity California Municipal Fidelity New York Municipal
Trust II Trust
Fidelity Capital Trust Fidelity New York Municipal
Fidelity Charles Street Trust Trust II
Fidelity Commonwealth Trust Fidelity Oxford Street Trust
Fidelity Concord Street Trust Fidelity Phillips Street Trust
Fidelity Congress Street Fund Fidelity Puritan Trust
Fidelity Contrafund 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 Destiny Portfolios Fidelity Summer Street Trust
Fidelity Devonshire Trust Fidelity Trend Fund
Fidelity Exchange Fund Fidelity U.S.
Fidelity Financial Trust Investments-Bond Fund, L.P.
Fidelity Fixed-Income Trust Fidelity U.S.
Fidelity Government Investments-Government
Securities Fund Securities
Fund, L.P.
Fidelity Union Street Trust
Fidelity Union Street Trust II
Newbury Street Trust
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, 2000.

WITNESS our hands on this sixteenth day of December, 1999.

/s/Edward C. Johnson 3d /s/Peter S. Lynch

Edward C. Johnson 3d Peter S. Lynch

/s/Ralph F. Cox /s/William O. McCoy

Ralph F. Cox William O. McCoy

/s/Phyllis Burke Davis /s/Gerald C. McDonough

Phyllis Burke Davis Gerald C. McDonough

/s/Ned C. Lautenbach /s/Marvin L. Mann

Ned C. Lautenbach Marvin L. Mann

/s/Donald J. Kirk /s/Thomas R. Williams

Donald J. Kirk Thomas R. Williams

/s/Robert C. Pozen /s/Robert M. Gates

Robert C. Pozen Robert M. Gates

Exhibit a(1)

AMENDED AND RESTATED TRUST INSTRUMENT
COLCHESTER STREET TRUST

AMENDED AND RESTATED TRUST INSTRUMENT, made December 16, 1999 by each
of the Trustees whose signature is affixed hereto (the "Trustees").

WHEREAS, the Trustees desire to amend and restate this Trust
Instrument for the sole purpose of supplementing the Trust Instrument
to incorporate amendments duly adopted; and

WHEREAS, this Trust was initially made on June 20, 1991 by Edward C.
Johnson 3d, J. Gary Burkhead and John E. Ferris in order to establish
a trust for the investment and reinvestment of funds contributed
thereto;

NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust hereunder shall be held and managed in trust
under this Amended and Restated Trust Instrument as herein set forth
below.
_________________________________________________

ARTICLE I
NAME AND DEFINITIONS

NAME

Section 1.01. The name of the trust created hereby is the
"Colchester Street Trust."

DEFINITIONS.

Section 1.02. Wherever used herein, unless otherwise required by the
context or specifically provided:

(a) "Bylaws" means the Bylaws referred to in Article IV, Section
4.01(e) hereof, as from time to time amended;

(b) The term "Commission" has the meaning given it in the 1940 Act.
The terms "Affiliated Person," "Assignment," "Interested Person" and
"Principal Underwriter" shall have the meanings given them in the 1940
Act, as modified by or interpreted by any applicable order or orders
of the Commission or any rules or regulations adopted or interpretive
releases of the Commission thereunder. "Majority Shareholder Vote"
shall have the same meaning as the term "vote of a majority of the
outstanding voting securities" is given in the 1940 Act, as modified
by or interpreted by any applicable order or orders of the Commission
or any rules or regulations adopted or interpretive releases of the
Commission thereunder;

(c) The "Delaware Act" refers to Chapter 38 of Title 12 of the
Delaware Code entitled "Treatment of Delaware Business Trusts," as it
may be amended from time to time;

(d) "Net Asset Value" means the net asset value of each Series of the
Trust determined in the manner provided in Article IX, Section 9.03
hereof;

(e) "Outstanding Shares" means those Shares shown from time to time
in the books of the Trust or its Transfer Agent as then issued and
outstanding, but shall not include Shares which have been redeemed or
repurchased by the Trust and which are at the time held in the
treasury of the Trust;

(f) "Series" means a series of Shares of the Trust established in
accordance with the provisions of Article II, Section 2.06 hereof;

(g) "Shareholder" means a record owner of Outstanding Shares of the
Trust;

(h) "Shares" means the equal proportionate transferable units of
beneficial interest into which the beneficial interest of each Series
of the Trust or class thereof shall be divided and may include
fractions of Shares as well as whole Shares;

(i) The "Trust" refers to Colchester Street Trust and reference to
the Trust, when applicable to one or more Series of the Trust, shall
refer to any such Series;

(j) The "Trustees" means the person or persons who has or have signed
this Trust Instrument, so long as he or they shall continue in office
in accordance with the terms hereof, and all other persons who may
from time to time be duly qualified and serving as Trustees in
accordance with the provisions of Article III hereof and reference
herein to a Trustee or to the Trustees shall refer to the individual
Trustees in their capacity as Trustees hereunder;

(k) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account
of one or more of the Trust or any Series, or the Trustees on behalf
of the Trust or any Series; and

(l) The "1940 Act" refers to the Investment Company Act of 1940, as
amended from time to time.

ARTICLE II
BENEFICIAL INTEREST

SHARES OF BENEFICIAL INTEREST

Section 2.01. The beneficial interest in the Trust shall be divided
into such transferable Shares of one or more separate and distinct
Series or classes of a Series as the Trustees shall from time to time
create and establish. The number of Shares of each Series, and class
thereof, authorized hereunder is unlimited. Each Share shall have no
par value. All Shares issued hereunder, including without
limitation, Shares issued in connection with a dividend in Shares or a
split or reverse split of Shares, shall be fully paid and
nonassessable.

ISSUANCE OF SHARES

Section 2.02. The Trustees in their discretion may, from time to
time, without vote of the Shareholders, issue Shares, in addition to
the then issued and outstanding Shares and Shares held in the
treasury, to such party or parties and for such amount and type of
consideration, subject to applicable law, including cash or
securities, at such time or times and on such terms as the Trustees
may deem appropriate, and may in such manner acquire other assets
(including the acquisition of assets subject to, and in connection
with, the assumption of liabilities) and businesses. In connection
with any issuance of Shares, the Trustees may issue fractional Shares
and Shares held in the treasury. The Trustees may from time to time
divide or combine the Shares into a greater or lesser number without
thereby changing the proportionate beneficial interests in the Trust.
Contributions to the Trust may be accepted for, and Shares shall be
redeemed as, whole Shares and/or 1/1,000th of a Share or integral
multiples thereof.

Section 2.03. A register shall be kept at the principal office of
the Trust or an office of the Trust's transfer agent which shall
contain the names and addresses of the Shareholders of each Series,
the number of Shares of that Series (or any class or classes thereof)
held by them respectively and a record of all transfers thereof. As
to Shares for which no certificate has been issued, such register
shall be conclusive as to who are the holders of the Shares and who
shall be entitled to receive dividends or other distributions or
otherwise to exercise or enjoy the rights of Shareholders. No
Shareholder shall be entitled to receive payment of any dividend or
other distribution, nor to have notice given to him as herein or in
the Bylaws provided, until he has given his address to the transfer
agent or such other officer or agent of the Trustees as shall keep the
said register for entry thereon. The Trustees, in their discretion,
may authorize the issuance of share certificates and promulgate
appropriate rules and regulations as to their use. Such certificates
may be issuable for any purpose limited in the Trustees discretion.
In the event that one or more certificates are issued, whether in the
name of a shareholder or a nominee, such certificate or certificates
shall constitute evidence of ownership of Shares for all purposes,
including transfer, assignment or sale of such Shares, subject to such
limitations as the Trustees may, in their discretion, prescribe.

TRANSFER OF SHARES

Section 2.04. Except as otherwise provided by the Trustees, Shares
shall be transferable on the records of the Trust only by the record
holder thereof or by his agent thereunto duly authorized in writing,
upon delivery to the Trustees or the Trust's transfer agent of a duly
executed instrument of transfer, together with a Share certificate, if
one is outstanding, and such evidence of the genuineness of each such
execution and authorization and of such other matters as may be
required by the Trustees. Upon such delivery the transfer shall be
recorded on the register of the Trust. Until such record is made, the
Shareholder of record shall be deemed to be the holder of such Shares
for all purposes hereunder and neither the Trustees nor the Trust, nor
any transfer agent or registrar nor any officer, employee or agent of
the Trust shall be affected by any notice of the proposed transfer.

TREASURY SHARES

Section 2.05. Shares held in the treasury shall, until reissued
pursuant to Section 2.02 hereof, not confer any voting rights on the
Trustees, nor shall such Shares be entitled to any dividends or other
distributions declared with respect to the Shares.

ESTABLISHMENT OF SERIES

Section 2.06. The Trust created hereby shall consist of one or more
Series and separate and distinct records shall be maintained by the
Trust for each Series and the assets associated with any such Series
shall be held and accounted for separately from the assets of the
Trust or any other Series. The Trustees shall have full power and
authority, in their sole discretion, and without obtaining any prior
authorization or vote of the Shareholders of any Series of the Trust,
to establish and designate and to change in any manner any such Series
of Shares or any classes of initial or additional Series and to fix
such preferences, voting powers, rights and privileges of such Series
or classes thereof as the Trustees may from time to time determine, to
divide or combine the Shares or any Series or classes thereof into a
greater or lesser number, to classify or reclassify any issued Shares
or any Series or classes thereof into one or more Series or classes of
Shares, and to take such other action with respect to the Shares as
the Trustees may deem desirable. The establishment and designation of
any Series shall be effective upon the adoption of a resolution by a
majority of the Trustees setting forth such establishment and
designation and the relative rights and preferences of the Shares of
such Series, whether directly in such resolution or by reference to,
or approval of, another document that sets forth such relative rights
and preferences of the Shares of such Series including, without
limitation, any registration statement of the Trust, or as otherwise
provided in such resolution. A Series may issue any number of Shares
and need not issue shares. At any time that there are no Shares
outstanding of any particular Series previously established and
designated, the Trustees may by a majority vote abolish that Series
and the establishment and designation thereof.

All references to Shares in this Trust Instrument shall be deemed to
be Shares of any or all Series, or classes thereof, as the context may
require. All provisions herein relating to the Trust shall apply
equally to each Series of the Trust, and each class thereof, except as
the context otherwise requires.

Each Share of a Series of the Trust shall represent an equal
beneficial interest in the net assets of such Series. Each holder of
Shares of a Series shall be entitled to receive his pro rata share of
distributions of income and capital gains, if any, made with respect
to such Series. Upon redemption of his Shares, such Shareholder shall
be paid solely out of the funds and property of such Series of the
Trust.

INVESTMENT IN THE TRUST

Section 2.07. The Trustees shall accept investments in any Series of
the Trust from such persons and on such terms as they may from time to
time authorize. At the Trustees' discretion, such investments,
subject to applicable law, may be in the form of cash or securities in
which the affected Series is authorized to invest, valued as provided
in Article IX, Section 9.03 hereof. Investments in a Series shall be
credited to each Shareholder's account in the form of full Shares at
the Net Asset Value per Share next determined after the investment is
received; provided, however, that the Trustees may, in their sole
discretion, (a) fix the Net Asset Value per Share of the initial
capital contribution, (b) impose a sales charge or other fee upon
investments in the Trust in such manner and at such time determined by
the Trustees or (c) issue fractional Shares.

ASSETS AND LIABILITIES OF SERIES

Section 2.08. All consideration received by the Trust for the issue
or sale of Shares of a particular Series, together with all assets in
which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in
whatever form the same may be, shall be held and accounted for
separately from the other assets of the Trust and of every other
Series and may be referred to herein as "assets belonging to" that
Series. The assets belonging to a particular Series shall belong to
that Series for all purposes, and to no other Series, subject only to
the rights of creditors of that Series. In addition, any assets,
income, earnings, profits or funds, or payments and proceeds with
respect thereto, which are not readily identifiable as belonging to
any particular Series shall be allocated by the Trustees between and
among one or more of the Series in such manner as the Trustees, in
their sole discretion, deem fair and equitable. Each such allocation
shall be conclusive and binding upon the Shareholders of all Series
for all purposes, and such assets, income, earnings, profits or funds,
or payments and proceeds with respect thereto shall be assets
belonging to that Series. The assets belonging to a particular Series
shall be so recorded upon the books of the Trust, and shall be held by
the Trustees in trust for the benefit of the holders of Shares of that
Series. The assets belonging to each particular Series shall be
charged with the liabilities of that Series and all expenses, costs,
charges and reserves attributable to that Series. Any general
liabilities, expenses, costs, charges or reserves of the Trust which
are not readily identifiable as belonging to any particular Series
shall be allocated and charged by the Trustees between or among any
one or more of the Series in such manner as the Trustees in their sole
discretion deem fair and equitable. Each such allocation shall be
conclusive and binding upon the Shareholders of all Series for all
purposes. Without limitation of the foregoing provisions of this
Section 2.08, but subject to the right of the Trustees in their
discretion to allocate general liabilities, expenses, costs, charges
or reserves as herein provided, the debts, liabilities, obligations
and expenses incurred, contracted for or otherwise existing with
respect to a particular Series shall be enforceable against the assets
of such Series only, and not against the assets of the Trust
generally. Notice of this limitation on inter-Series liabilities may,
in the Trustee's sole discretion, be set forth in the certificate of
trust of the Trust (whether originally or by amendment) as filed or to
be filed in the Office of the Secretary of State of the State of
Delaware pursuant to the Delaware Act, and upon the giving of such
notice in the certificate of trust, the statutory provisions of
Section 3804 of the Delaware Act relating to limitations on
inter-Series liabilities (and the statutory effect under Section 3804
of setting forth such notice in the certificate of trust) shall become
applicable to the Trust and each Series. Any person extending credit
to, contracting with or having any claim against any Series may look
only to the assets of that Series to satisfy or enforce any debt,
liability, obligation or expense incurred, contracted for or otherwise
existing with respect to that Series. No Shareholder or former
Shareholder of any Series shall have a claim on or any right to any
assets allocated or belonging to any other Series.

NO PREEMPTIVE RIGHTS

Section 2.09. Shareholders shall have no preemptive or other right
to subscribe to any additional Shares or other securities issued by
the Trust or the Trustees, whether of the same or other Series.

PERSONAL LIABILITY OF SHAREHOLDERS

Section 2.10. Each Shareholder of the Trust and of each Series shall
not be personally liable for the debts, liabilities, obligations and
expenses incurred by, contracted for, or otherwise existing with
respect to, the Trust or by or on behalf of any Series. The Trustees
shall have no power to bind any Shareholder personally or to call upon
any Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time
personally agree to pay by way of subscription for any Shares or
otherwise. Every note, bond, contract or other undertaking issued by
or on behalf of the Trust or the Trustees relating to the Trust or to
a Series shall include a recitation limiting the obligation
represented thereby to the Trust or to one or more Series and its or
their assets (but the omission of such a recitation shall not operate
to bind any Shareholder or Trustee of the Trust).

ASSENT TO TRUST INSTRUMENT

Section 2.11. Every Shareholder, by virtue of having purchased a
Share shall become a Shareholder and shall be held to have expressly
assented and agreed to be bound by the terms hereof.

ARTICLE III
THE TRUSTEES

MANAGEMENT OF THE TRUST

Section 3.01. The Trustees shall have exclusive and absolute control
over the Trust Property and over the business of the Trust to the same
extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, but with such powers of delegation as
may be permitted by this Trust Instrument. The Trustees shall have
power to conduct the business of the Trust and carry on its operations
in any and all of its branches and maintain offices both within and
without the State of Delaware, in any and all states of the United
States of America, in the District of Columbia, in any and all
commonwealths, territories, dependencies, colonies, or possessions of
the United States of America, and in any foreign jurisdiction and to
do all such other things and execute all such instruments as they deem
necessary, proper or desirable in order to promote the interests of
the Trust although such things are not herein specifically mentioned.
Any determination as to what is in the interests of the Trust made by
the Trustees in good faith shall be conclusive. In construing the
provisions of this Trust Instrument, the presumption shall be in favor
of a grant of power to the Trustees.

The enumeration of any specific power in this Trust Instrument shall
not be construed as limiting the aforesaid power. The powers of the
Trustees may be exercised without order of or resort to any court.

Except for the Trustees named herein or appointed to fill vacancies
pursuant to Section 3.04 of this Article III, the Trustees shall be
elected by the Shareholders owning of record a plurality of the Shares
voting at a meeting of Shareholders. Such a meeting shall be held on
a date fixed by the Trustees. In the event that less than a majority
of the Trustees holding office have been elected by Shareholders, the
Trustees then in office will call a Shareholders' meeting for the
election of Trustees.

INITIAL TRUSTEES

Section 3.02. The initial Trustees shall be the persons named
herein. On a date fixed by the Trustees, the Shareholders shall elect
at least three but not more than twelve Trustees, as specified by the
Trustees pursuant to Section 3.06 of this Article III.

TERM OF OFFICE OF TRUSTEES

Section 3.03. The Trustees shall hold office during the lifetime of
this Trust, and until its termination as herein provided; except (a)
that any Trustee may resign his trust by written instrument signed by
him and delivered to the other Trustees, which shall take effect upon
such delivery or upon such later date as is specified therein; (b)
that any Trustee may be removed at any time by written instrument,
signed by at least two-thirds of the number of Trustees prior to such
removal, specifying the date when such removal shall become effective;
(c) that any Trustee who requests in writing to be retired or who has
died, become physically or mentally incapacitated by reason of disease
or otherwise, or is otherwise unable to serve, may be retired by
written instrument signed by a majority of the other Trustees,
specifying the date of his retirement; and (d) that a Trustee may be
removed at any meeting of the Shareholders of the Trust by a vote of
Shareholders owning at least two-thirds of the outstanding Shares.

VACANCIES AND APPOINTMENT OF TRUSTEES

Section 3.04. In case of the declination to serve, death,
resignation, retirement, removal, physical or mental incapacity by
reason of disease or otherwise, or a Trustee is otherwise unable to
serve, or an increase in the number of Trustees, a vacancy shall
occur. Whenever a vacancy in the Board of Trustees shall occur, until
such vacancy is filled, the other Trustees shall have all the powers
hereunder and the certificate of the other Trustees of such vacancy
shall be conclusive. In the case of an existing vacancy, the
remaining Trustees shall fill such vacancy by appointing such other
person as they in their discretion shall see fit consistent with the
limitations under the 1940 Act. Such appointment shall be evidenced
by a written instrument signed by a majority of the Trustees in office
or by resolution of the Trustees, duly adopted, which shall be
recorded in the minutes of a meeting of the Trustees, whereupon the
appointment shall take effect.

An appointment of a Trustee may be made by the Trustees then in office
in anticipation of a vacancy to occur by reason of retirement,
resignation or increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at or
after the effective date of said retirement, resignation or increase
in number of Trustees. As soon as any Trustee appointed pursuant to
this Section 3.04 shall have accepted this trust, or at such date as
may be specified in the acceptance whenever made, the trust estate
shall vest in the new Trustee or Trustees, together with the
continuing Trustees, without any further act or conveyance, and he
shall be deemed a Trustee hereunder. The power to appoint a Trustee
pursuant to this Section 3.04 is subject to the provisions of Section
16(a) of the 1940 Act.

TEMPORARY ABSENCE OF TRUSTEE

Section 3.05. Any Trustee may, by power of attorney, delegate his
power for a period not exceeding six months at any one time to any
other Trustee or Trustees, provided that in no case shall less than
two Trustees personally exercise the other powers hereunder except as
herein otherwise expressly provided.

NUMBER OF TRUSTEES

Section 3.06. The number of Trustees shall be at least three, and
thereafter shall be such number as shall be fixed from time to time by
a majority of the Trustees, provided, however, that the number of
Trustees shall in no event be more than twelve (12).

EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE

Section 3.07. The declination to serve, death, resignation,
retirement, removal, incapacity, or inability of the Trustees, or any
one of them, shall not operate to terminate the Trust or to revoke any
existing agency created pursuant to the terms of this Trust
Instrument.

OWNERSHIP OF ASSETS OF THE TRUST

Section 3.08. The assets of the Trust and of each Series shall be
held separate and apart from any assets now or hereafter held in any
capacity other than as Trustee hereunder by the Trustees or any
successor Trustees. Legal title in all of the assets of the Trust and
the right to conduct any business shall at all times be considered as
vested in the Trustees on behalf of the Trust, except that the
Trustees may cause legal title to any Trust Property to be held by, or
in the name of the Trust, or in the name of any person as nominee. No
Shareholder shall be deemed to have a severable ownership in any
individual asset of the Trust or of any Series or any right of
partition or possession thereof, but each Shareholder shall have,
except as otherwise provided for herein, a proportionate undivided
beneficial interest in the Trust or Series. The Shares shall be
personal property giving only the rights specifically set forth in
this Trust Instrument.

ARTICLE IV
POWERS OF THE TRUSTEES

POWERS

Section 4.01. The Trustees in all instances shall act as principals,
and are and shall be free from the control of the Shareholders. The
Trustees shall have full power and authority to do any and all acts
and to make and execute any and all contracts and instruments that
they may consider necessary or appropriate in connection with the
management of the Trust. The Trustees shall not in any way be bound
or limited by present or future laws or customs in regard to trust
investments, but shall have full authority and power to make any and
all investments which they, in their sole discretion, shall deem
proper to accomplish the purpose of this Trust without recourse to any
court or other authority. Subject to any applicable limitation in
this Trust Instrument or the Bylaws of the Trust, the Trustees shall
have power and authority:

(a) To invest and reinvest cash and other property, and to hold cash
or other property uninvested, without in any event being bound or
limited by any present or future law or custom in regard to
investments by trustees, and to sell, exchange, lend, pledge,
mortgage, hypothecate, write options on and lease any or all of the
assets of the Trust;

(b) To operate as and carry on the business of an investment company,
and exercise all the powers necessary and appropriate to the conduct
of such operations;

(c) To borrow money and in this connection issue notes or other
evidence of indebtedness; to secure borrowings by mortgaging, pledging
or otherwise subjecting as security the Trust Property; to endorse,
guarantee, or undertake the performance of an obligation or engagement
of any other Person and to lend Trust Property;

(d) To provide for the distribution of interests of the Trust either
through a principal underwriter in the manner hereinafter provided for
or by the Trust itself, or both, or otherwise pursuant to a plan of
distribution of any kind;

(e) To adopt Bylaws not inconsistent with this Trust Instrument
providing for the conduct of the business of the Trust and to amend
and repeal them to the extent that they do not reserve that right to
the Shareholders; such Bylaws shall be deemed incorporated and
included in this Trust Instrument;

(f) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate;

(g) To employ one or more banks, trust companies or companies that
are members of a national securities exchange or such other entities
as the Commission may permit as custodians of any assets of the Trust
subject to any conditions set forth in this Trust Instrument or in the
Bylaws;

(h) To retain one or more transfer agents and shareholder servicing
agents, or both;

(i) To set record dates in the manner provided herein or in the
Bylaws;

(j) To delegate such authority as they consider desirable to any
officers of the Trust and to any investment adviser, manager,
custodian, underwriter or other agent or independent contractor;

(k) To sell or exchange any or all of the assets of the Trust,
subject to the provisions of Article XI, Section 11.04(b) hereof;

(l) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons such power and
discretion with relation to securities or property as the Trustees
shall deem proper;

(m) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;

(n) To hold any security or property in a form not indicating any
trust, whether in bearer, book entry, unregistered or other negotiable
form; or either in the name of the Trust or in the name of a custodian
or a nominee or nominees, subject in either case to proper safeguards
according to the usual practice of Delaware business trusts or
investment companies;

(o) To establish separate and distinct Series with separately defined
investment objectives and policies and distinct investment purposes in
accordance with the provisions of Article II hereof and to establish
classes of such Series having relative rights, powers and duties as
they may provide consistent with applicable law;

(p) Subject to the provisions of Section 3804 of the Delaware Act, to
allocate assets, liabilities and expenses of the Trust to a particular
Series or class thereof or to apportion the same between or among two
or more Series or classes thereof, provided that any liabilities or
expenses incurred by a particular Series or class thereof shall be
payable solely out of the assets belonging to that Series as provided
for in Article II hereof;

(q) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of
which is held in the Trust; to consent to any contract, lease,
mortgage, purchase, or sale of property by such corporation or
concern, and to pay calls or subscriptions with respect to any
security held in the Trust;

(r) To compromise, arbitrate, or otherwise adjust claims in favor of
or against the Trust or any matter in controversy including, but not
limited to, claims for taxes;

(s) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided;

(t) To establish, from time to time, a minimum investment for
Shareholders in the Trust or in one or more Series or class, and to
require the redemption of the Shares of any Shareholders whose
investment is less than such minimum upon giving notice to such
Shareholder;

(u) To establish one or more committees, to delegate any of the
powers of the Trustees to said committees and to adopt a committee
charter providing for such responsibilities, membership (including
Trustees, officers or other agents of the Trust therein) and any other
characteristics of said committees as the Trustees may deem proper.
Notwithstanding the provisions of this Article IV, and in addition to
such provisions or any other provision of this Trust Instrument or of
the Bylaws, the Trustees may by resolution appoint a committee
consisting of less than the whole number of Trustees then in office,
which committee may be empowered to act for and bind the Trustees and
the Trust, as if the acts of such committee were the acts of all the
Trustees then in office, with respect to the institution, prosecution,
dismissal, settlement, review or investigation of any action, suit or
proceeding which shall be pending or threatened to be brought before
any court, administrative agency or other adjudicatory body;

(v) To interpret the investment policies, practices or limitations of
any Series;

(w) Notwithstanding any other provision hereof, to invest all or a
portion of the assets of any series in one or more open-end investment
companies, including investment by means of a transfer of such assets
in an exchange for an interest or interests in such investment company
or companies or by any other method approved by the Trustees;

(x) To establish a registered office and have a registered agent in
the state of Delaware; and

(y) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the
attainment of any object or the furtherance of any power hereinbefore
set forth, either alone or in association with others, and to do every
other act or thing incidental or appurtenant to or growing out of or
connected with the aforesaid business or purposes, objects or powers.

The foregoing clauses shall be construed both as objects and powers,
and the foregoing enumeration of specific powers shall not be held to
limit or restrict in any manner the general powers of the Trustees.
Any action by one or more of the Trustees in their capacity as such
hereunder shall be deemed an action on behalf of the Trust or the
applicable Series, and not an action in an individual capacity.

The Trustees shall not be limited to investing in obligations
maturing before the possible termination of the Trust.

No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see
to the application of any payments made or property transferred to the
Trustees or upon their order.

ISSUANCE AND REPURCHASE OF SHARES

Section 4.02. The Trustees shall have the power to issue, sell,
repurchase, redeem, retire, cancel, acquire, hold, resell, reissue,
dispose of, and otherwise deal in Shares and, subject to the
provisions set forth in Article II and Article IX, to apply to any
such repurchase, redemption, retirement, cancellation or acquisition
of Shares any funds or property of the Trust, or the particular Series
of the Trust, with respect to which such Shares are issued.

TRUSTEES AND OFFICERS AS SHAREHOLDERS

Section 4.03. Any Trustee, officer or other agent of the Trust may
acquire, own and dispose of Shares to the same extent as if he were
not a Trustee, officer or agent; and the Trustees may issue and sell
or cause to be issued and sold Shares to and buy such Shares from any
such person or any firm or company in which he is interested, subject
only to the general limitations herein contained as to the sale and
purchase of such Shares; and all subject to any restrictions which may
be contained in the Bylaws.

ACTION BY THE TRUSTEES

Section 4.04. The Trustees shall act by majority vote at a meeting
duly called or by unanimous written consent without a meeting or by
telephone meeting provided a quorum of Trustees participate in any
such telephone meeting, unless the 1940 Act requires that a particular
action be taken only at a meeting at which the Trustees are present in
person. At any meeting of the Trustees, a majority of the Trustees
shall constitute a quorum. Meetings of the Trustees may be called
orally or in writing by the Chairman of the Board of Trustees or by
any two other Trustees. Notice of the time, date and place of all
meetings of the Trustees shall be given by the party calling the
meeting to each Trustee by telephone, telefax, or telegram sent to his
home or business address at least twenty-four hours in advance of the
meeting or by written notice mailed to his home or business address at
least seventy-two hours in advance of the meeting. Notice need not be
given to any Trustee who attends the meeting without objecting to the
lack of notice or who executes a written waiver of notice with respect
to the meeting. Any meeting conducted by telephone shall be deemed to
take place at the principal office of the Trust, as determined by the
Bylaws or by the Trustees. Subject to the requirements of the 1940
Act, the Trustees by majority vote may delegate to any one or more of
their number their authority to approve particular matters or take
particular actions on behalf of the Trust. Written consents or
waivers of the Trustees may be executed in one or more counterparts.
Execution of a written consent or waiver and delivery thereof to the
Trust may be accomplished by telefax.

CHAIRMAN OF THE TRUSTEES

Section 4.05. The Trustees shall appoint one of their number to be
Chairman of the Board of Trustees. The Chairman shall preside at all
meetings of the Trustees, shall be responsible for the execution of
policies established by the Trustees and the administration of the
Trust, and may be (but is not required to be) the chief executive,
financial and/or accounting officer of the Trust.

PRINCIPAL TRANSACTIONS

Section 4.06. Except to the extent prohibited by applicable law, the
Trustees may, on behalf of the Trust, buy any securities from or sell
any securities to, or lend any assets of the Trust to, any Trustee or
officer of the Trust or any firm of which any such Trustee or officer
is a member acting as principal, or have any such dealings with any
investment adviser, distributor or transfer agent for the Trust or
with any Interested Person of such person; and the Trust may employ
any such person, or firm or company in which such person is an
Interested Person, as broker, legal counsel, registrar, investment
adviser, distributor, transfer agent, dividend disbursing agent,
custodian or in any other capacity upon customary terms.

ARTICLE V
EXPENSES OF THE TRUST

TRUSTEE REIMBURSEMENT

Section 5.01. Subject to the provisions of Article II, Section 2.08
hereof, the Trustees shall be reimbursed from the Trust estate or the
assets belonging to the appropriate Series for their expenses and
disbursements, including, without limitation, fees and expenses of
Trustees who are not Interested Persons of the Trust, interest
expense, taxes, fees and commissions of every kind, expenses of
pricing Trust portfolio securities, expenses of issue, repurchase and
redemption of shares, including expenses attributable to a program of
periodic repurchases or redemptions, expenses of registering and
qualifying the Trust and its Shares under Federal and State laws and
regulations or under the laws of any foreign jurisdiction, charges of
third parties, including investment advisers, managers, custodians,
transfer agents, portfolio accounting and/or pricing agents, and
registrars, expenses of preparing and setting up in type prospectuses
and statements of additional information and other related Trust
documents, expenses of printing and distributing prospectuses sent to
existing Shareholders, auditing and legal expenses, reports to
Shareholders, expenses of meetings of Shareholders and proxy
solicitations therefor, insurance expenses, association membership
dues and for such non-recurring items as may arise, including
litigation to which the Trust (or a Trustee acting as such) is a
party, and for all losses and liabilities by them incurred in
administering the Trust, and for the payment of such expenses,
disbursements, losses and liabilities the Trustees shall have a lien
on the assets belonging to the appropriate Series, or in the case of
an expense allocable to more than one Series, on the assets of each
such Series, prior to any rights or interests of the Shareholders
thereto. This section shall not preclude the Trust from directly
paying any of the aforementioned fees and expenses.

ARTICLE VI
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND TRANSFER AGENT

INVESTMENT ADVISER

Section 6.01. The Trustees may in their discretion, from time to
time, enter into an investment advisory or management contract or
contracts with respect to the Trust or any Series whereby the other
party or parties to such contract or contracts shall undertake to
furnish the Trustees with such management, investment advisory,
statistical and research facilities and services and such other
facilities and services, if any, and all upon such terms and
conditions, as the Trustees may in their discretion determine;
provided, however, that the initial approval and entering into of such
contract or contracts shall be subject to a Majority Shareholder Vote.
Notwithstanding any other provision of this Trust Instrument, the
Trustees may authorize any investment adviser (subject to such general
or specific instructions as the Trustees may from time to time adopt)
to effect purchases, sales or exchanges of portfolio securities, other
investment instruments of the Trust, or other Trust Property on behalf
of the Trustees, or may authorize any officer, agent, or Trustee to
effect such purchases, sales or exchanges pursuant to recommendations
of the investment adviser (and all without further action by the
Trustees). Any such purchases, sales and exchanges shall be deemed to
have been authorized by all of the Trustees.

The Trustees may authorize, subject to applicable requirements of the
1940 Act, including those relating to Shareholder approval, the
investment adviser to employ, from time to time, one or more
sub-advisers to perform such of the acts and services of the
investment adviser, and upon such terms and conditions, as may be
agreed upon between the investment adviser and sub-adviser. Any
reference in this Trust Instrument to the investment adviser shall be
deemed to include such sub-advisers, unless the context otherwise
requires.

PRINCIPAL UNDERWRITER

Section 6.02. The Trustees may in their discretion from time to time
enter into an exclusive or non-exclusive underwriting contract or
contracts providing for the sale of Shares, whereby the Trust may
either agree to sell Shares to the other party to the contract or
appoint such other party its sales agent for such Shares. In either
case, the contract shall be on such terms and conditions, if any, as
may be prescribed in the Bylaws, and such further terms and conditions
as the Trustees may in their discretion determine not inconsistent
with the provisions of this Article VI, or of the Bylaws; and such
contract may also provide for the repurchase or sale of Shares by such
other party as principal or as agent of the Trust.

TRANSFER AGENT

Section 6.03. The Trustees may in their discretion from time to time
enter into one or more transfer agency and Shareholder service
contracts whereby the other party or parties shall undertake to
furnish the Trustees with transfer agency and Shareholder services.
The contract or contracts shall be on such terms and conditions as the
Trustees may in their discretion determine not inconsistent with the
provisions of this Trust Instrument or of the Bylaws.

PARTIES TO CONTRACT

Section 6.04. Any contract of the character described in Sections
6.01, 6.02 and 6.03 of this Article VI or any contract of the
character described in Article VIII hereof may be entered into with
any corporation, firm, partnership, trust or association, although one
or more of the Trustees or officers of the Trust may be an officer,
director, trustee, shareholder, or member of such other party to the
contract, and no such contract shall be invalidated or rendered void
or voidable by reason of the existence of any relationship, nor shall
any person holding such relationship be disqualified from voting on or
executing the same in his capacity as Shareholder and/or Trustee, nor
shall any person holding such relationship be liable merely by reason
of such relationship for any loss or expense to the Trust under or by
reason of said contract or accountable for any profit realized
directly or indirectly therefrom, provided that the contract when
entered into was not inconsistent with the provisions of this Article
VI or Article VIII hereof or of the Bylaws. The same person
(including a firm, corporation, partnership, trust, or association)
may be the other party to contracts entered into pursuant to Sections
6.01, 6.02 and 6.03 of this Article VI or pursuant to Article VIII
hereof, and any individual may be financially interested or otherwise
affiliated with persons who are parties to any or all of the contracts
mentioned in this Section 6.04.

PROVISIONS AND AMENDMENTS

Section 6.05. Any contract entered into pursuant to Sections 6.01 or
6.02 of this Article VI shall be consistent with and subject to the
requirements of Section 15 of the 1940 Act or other applicable Act of
Congress hereafter enacted with respect to its continuance in effect,
its termination, and the method of authorization and approval of such
contract or renewal thereof, and no amendment to any contract, entered
into pursuant to Section 6.01 of this Article VI shall be effective
unless assented to in a manner consistent with the requirements of
said Section 15, as modified by any applicable rule, regulation or
order of the Commission.

ARTICLE VII
SHAREHOLDERS' VOTING POWERS AND MEETINGS

VOTING POWERS

Section 7.01. The Shareholders shall have power to vote only (i) for
the election of Trustees as provided in Article III, Sections 3.01 and
3.02 hereof, (ii) for the removal of Trustees as provided in Article
III, Section 3.03(d) hereof, (iii) with respect to any investment
advisory or management contract as provided in Article VI, Sections
6.01 and 6.05 hereof, and (iv) with respect to such additional matters
relating to the Trust as may be required by law, by this Trust
Instrument, or the Bylaws or any registration of the Trust with the
Commission or any State, or as the Trustees may consider desirable.

On any matter submitted to a vote of the Shareholders, all Shares
shall be voted separately by individual Series, except (i) when
required by the 1940 Act, Shares shall be voted in the aggregate and
not by individual Series; and (ii) when the Trustees have determined
that the matter affects the interests of more than one Series, then
the Shareholders of all such Series shall be entitled to vote thereon.
The Trustees may also determine that a matter affects only the
interests of one or more classes of a Series, in which case any such
matter shall be voted on by such class or classes. A shareholder of
each Series shall be entitled to one vote for each dollar of net asset
value (number of shares owned times net asset value per share) of such
Series on any matter on which such shareholder is entitled to vote and
each fractional dollar amount shall be entitled to a proportionate
fractional vote. There shall be no cumulative voting in the election
of Trustees. Shares may be voted in person or by proxy or in any
manner provided for in the Bylaws. A proxy may be given in writing.
The Bylaws may provide that proxies may also, or may instead, be given
by any electronic or telecommunications device or in any other manner.
Notwithstanding anything else herein or in the Bylaws, in the event a
proposal by anyone other than the officers or Trustees of the Trust is
submitted to a vote of the Shareholders of one or more Series or of
the Trust, or in the event of any proxy contest or proxy solicitation
or proposal in opposition to any proposal by the officers or Trustees
of the Trust, Shares may be voted only in person or by written proxy.
Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by law,
this Trust Instrument or any of the Bylaws of the Trust to be taken by
Shareholders.

MEETINGS

Section 7.02. The first Shareholders' meeting shall be held in order
to elect Trustees as specified in Section 3.02 of Article III hereof
at the principal office of the Trust or such other place as the
Trustees may designate. Meetings may be held within or without the
State of Delaware. Special meetings of the Shareholders of any Series
may be called by the Trustees and shall be called by the Trustees upon
the written request of Shareholders owning at least one-tenth of the
Outstanding Shares entitled to vote. Whenever ten or more
Shareholders meeting the qualifications set forth in Section 16(c) of
the 1940 Act, as the same may be amended from time to time, seek the
opportunity of furnishing materials to the other Shareholders with a
view to obtaining signatures on such a request for a meeting, the
Trustees shall comply with the provisions of said Section 16(c) with
respect to providing such Shareholders access to the list of the
Shareholders of record of the Trust or the mailing of such materials
to such Shareholders of record, subject to any rights provided to the
Trust or any Trustees provided by said Section 16(c). Shareholders
shall be entitled to at least fifteen (15) days' notice of any
meeting.

QUORUM AND REQUIRED VOTE

Section 7.03. One-third of Shares entitled to vote in person or by
proxy shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or of
this Trust Instrument permits or requires that holders of any Series
shall vote as a Series (or that holders of a class shall vote as a
class), then one-third of the aggregate number of Shares of that
Series (or that class) entitled to vote shall be necessary to
constitute a quorum for the transaction of business by that Series (or
that class). Any lesser number shall be sufficient for adjournments.
Any adjourned session or sessions may be held, within a reasonable
time after the date set for the original meeting, without the
necessity of further notice. Except when a larger vote is required by
law or by any provision of this Trust Instrument or the Bylaws, a
majority of the Shares voted in person or by proxy shall decide any
questions and a plurality shall elect a Trustee, provided that where
any provision of law or of this Trust Instrument permits or requires
that the holders of any Series shall vote as a Series (or that the
holders of any class shall vote as a class), then a majority of the
Shares present in person or by proxy of that Series or, if required by
law, a Majority Shareholder Vote of that Series (or class), voted on
the matter in person or by proxy shall decide that matter insofar as
that Series (or class) is concerned. Shareholders may act by
unanimous written consent. Actions taken by Series (or class) may be
consented to unanimously in writing by Shareholders of that Series.

DERIVATIVE ACTIONS

Section 7.04. Except as otherwise provided in Section 3816 of the
Delaware Act, all matters relating to the bringing of derivative
actions in the right of the Trust shall be governed by the General
Corporation Law of the State of Delaware relating to derivative
actions, and judicial interpretations thereunder, as if the Trust were
a Delaware corporation and the Shareholders were shareholders of a
Delaware corporation.

ARTICLE VIII
CUSTODIAN

APPOINTMENT AND DUTIES

Section 8.01. The Trustees shall at all times employ a bank, a
company that is a member of a national securities exchange, or a trust
company, each having capital, surplus and undivided profits of at
least two million dollars ($2,000,000) as custodian with authority as
its agent, but subject to such restrictions, limitations and other
requirements, if any, as may be contained in the Bylaws of the Trust:

(1) to hold the securities owned by the Trust and deliver the same
upon written order or oral order confirmed in writing, or by such
electro-mechanical or electronic devices as are agreed to by the Trust
and the custodian, if such procedures have been authorized in writing
by the Trust;

(2) to receive and receipt for any moneys due to the Trust and
deposit the same in its own banking department or else where as the
Trustees may direct;

(3) to disburse such funds upon orders or vouchers;

and the Trust may also employ such custodian as its agent:

(4) to keep the books and accounts of the Trust or of any Series or
class and furnish clerical and accounting services;

and

(5) to compute, if authorized to do so by the Trustees, the Net Asset
Value of any Series, or class thereof, in accordance with the
provisions hereof;

all upon such basis of compensation as may be agreed upon between the
Trustees and the custodian.

The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and
services of the custodian, and upon such terms and conditions, as may
be agreed upon between the custodian and such sub-custodian and
approved by the Trustees, provided that in every case such
sub-custodian shall be a bank, a company that is a member of a
national securities exchange, or a trust company organized under the
laws of the United States or one of the states thereof and having
capital, surplus and undivided profits of at least two million dollars
($2,000,000) or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act.

CENTRAL CERTIFICATE SYSTEM

Section 8.02. Subject to such rules, regulations and orders as the
Commission may adopt, the Trustees may direct the custodian to deposit
all or any part of the securities owned by the Trust in a system for
the central handling of securities established by a national
securities exchange or a national securities association registered
with the Commission under the Securities Exchange Act of 1934, as
amended, or such other person as may be permitted by the Commission,
or otherwise in accordance with the 1940 Act, pursuant to which system
all securities of any particular class or series of any issuer
deposited within the system are treated as fungible and may be
transferred or pledged by bookkeeping entry without physical delivery
of such securities, provided that all such deposits shall be subject
to withdrawal only upon the order of the Trust or its custodians,
subcustodians or other agents.

ARTICLE IX
DISTRIBUTIONS AND REDEMPTIONS

DISTRIBUTIONS

Section 9.01.

(a) The Trustees may from time to time declare and pay dividends or
other distributions with respect to any Series. The amount of such
dividends or distributions and the payment of them and whether they
are in cash or any other Trust Property shall be wholly in the
discretion of the Trustees.

(b) Dividends and other distributions may be paid or made to the
Shareholders of record at the time of declaring a dividend or other
distribution or among the Shareholders of record at such other date or
time or dates or times as the Trustees shall determine, which
dividends or distributions, at the election of the Trustees, may be
paid pursuant to a standing resolution or resolutions adopted only
once or with such frequency as the Trustees may determine. The
Trustees may adopt and offer to Shareholders such dividend
reinvestment plans, cash dividend payout plans or related plans as the
Trustees shall deem appropriate.

(c) Anything in this Trust Instrument to the contrary
notwithstanding, the Trustees may at any time declare and distribute a
dividend of stock or other property pro rata among the Shareholders of
a particular Series, or class thereof, as of the record date of that
Series fixed as provided in Section (b) hereof.

REDEMPTIONS

Section 9.02. In case any holder of record of Shares of a particular
Series desires to dispose of his Shares or any portion thereof, he may
deposit at the office of the transfer agent or other authorized agent
of that Series a written request or such other form of request as the
Trustees may from time to time authorize, requesting that the Series
purchase the Shares in accordance with this Section 9.02; and the
Shareholder so requesting shall be entitled to require the Series to
purchase, and the Series or the principal underwriter of the Series
shall purchase his said Shares, but only at the Net Asset Value
thereof (as described in Section 9.03 of this Article IX). The Series
shall make payment for any such Shares to be redeemed, as aforesaid,
in cash or property from the assets of that Series and payment for
such Shares less any applicable deferred sales charge and/or fees
shall be made by the Series or the principal underwriter of the Series
to the Shareholder of record within seven (7) days after the date upon
which the request is effective. Upon redemption, shares shall become
Treasury shares and may be re-issued from time to time.

DETERMINATION OF NET ASSET VALUE AND VALUATION OF PORTFOLIO ASSETS

Section 9.03. The term "Net Asset Value" of any Series shall mean
that amount by which the assets of that Series exceed its liabilities,
all as determined by or under the direction of the Trustees. Such
value shall be determined separately for each Series and shall be
determined on such days and at such times as the Trustees may
determine. Such determination shall be made with respect to
securities for which market quotations are readily available, at the
market value of such securities; and with respect to other securities
and assets, at the fair value as determined in good faith by the
Trustees; provided, however, that the Trustees, without Shareholder
approval, may alter the method of valuing portfolio securities insofar
as permitted under the 1940 Act and the rules, regulations and
interpretations thereof promulgated or issued by the Commission or
insofar as permitted by any Order of the Commission applicable to the
Series. The Trustees may delegate any of their powers and duties
under this Section 9.03 with respect to valuation of assets and
liabilities. The resulting amount, which shall represent the total
Net Asset Value of the particular Series, shall be divided by the
total number of shares of that Series outstanding at the time and the
quotient so obtained shall be the Net Asset Value per Share of that
Series. At any time, the Trustees may cause the Net Asset Value per
Share last determined to be determined again in similar manner and may
fix the time when such redetermined value shall become effective. If,
for any reason, the net income of any Series, determined at any time,
is a negative amount, the Trustees shall have the power with respect
to that Series (i) to offset each Shareholder's pro rata share of such
negative amount from the accrued dividend account of such Shareholder,
or (ii) to reduce the number of Outstanding Shares of such Series by
reducing the number of Shares in the account of each Shareholder by a
pro rata portion of that number of full and fractional Shares which
represents the amount of such excess negative net income, or (iii) to
cause to be recorded on the books of such Series an asset account in
the amount of such negative net income (provided that the same shall
thereupon become the property of such Series with respect to such
Series and shall not be paid to any Shareholder), which account may be
reduced by the amount, of dividends declared thereafter upon the
Outstanding Shares of such Series on the day such negative net income
is experienced, until such asset account is reduced to zero; (iv) to
combine the methods described in clauses (i) and (ii) and (iii) of
this sentence; or (v) to take any other action they deem appropriate,
in order to cause (or in order to assist in causing) the Net Asset
Value per Share of such Series to remain at a constant amount per
Outstanding Share immediately after each such determination and
declaration. The Trustees shall also have the power not to declare a
dividend out of net income for the purpose of causing the Net Asset
Value per Share to be increased. The Trustees shall not be required
to adopt, but may at any time adopt, discontinue or amend the practice
of maintaining the Net Asset Value per Share of the Series at a
constant amount.

SUSPENSION OF THE RIGHT OF REDEMPTION

Section 9.04. The Trustees may declare a suspension of the right of
redemption or postpone the date of payment as permitted under the 1940
Act. Such suspension shall take effect at such time as the Trustees
shall specify but not later than the close of business on the business
day next following the declaration of suspension, and thereafter there
shall be no right of redemption or payment until the Trustees shall
declare the suspension at an end. In the case of a suspension of the
right of redemption, a Shareholder may either withdraw his request for
redemption or receive payment based on the Net Asset Value per Share
next determined after the termination of the suspension. In the event
that any Series is divided into classes, the provisions of this
Section 9.04, to the extent applicable as determined in the discretion
of the Trustees and consistent with applicable law, may be equally
applied to each such class.

REDEMPTION OF SHARES

Section 9.05. The Trustees may require Shareholders to redeem Shares
for any reason under terms set by the Trustees, including, but not
limited to, (i) the determination of the Trustees that direct or
indirect ownership of Shares of any Series has or may become
concentrated in such Shareholder to an extent that would disqualify
any Series as a regulated investment company under the Internal
Revenue Code of 1986, as amended (or any successor statute thereto),
(ii) the failure of a Shareholder to supply a tax identification
number if required to do so, or (iii) the failure of a Shareholder to
pay when due for the purchase of Shares issued to him. The redemption
shall be effected at the redemption price and in the manner provided
in this Article IX.

The holders of Shares shall upon demand disclose to the Trustees in
writing such information with respect to direct and indirect ownership
of Shares as the Trustees deem necessary to comply with the provisions
of the Internal Revenue Code, or to comply with the requirements of
any other taxing authority.

ARTICLE X
LIMITATION OF LIABILITY AND INDEMNIFICATION

LIMITATION OF LIABILITY

Section 10.01. Neither a Trustee nor an officer of the Trust when
acting in such capacity, shall be personally liable to any person
other than the Trust or a beneficial owner for any act, omission or
obligation of the Trust, any Trustee or any officer of the Trust.
Neither a Trustee nor an officer of the Trust shall be liable for any
act or omission or any conduct whatsoever in his capacity as Trustee
or officer of the Trust, provided that nothing contained herein or in
the Delaware Act shall protect any Trustee or any officer of the Trust
against any liability to the Trust or to Shareholders to which he
would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved
in the conduct of the office of Trustee or Officer hereunder.

INDEMNIFICATION

Section 10.02.

(a) Subject to the exceptions and limitations contained in Section
(b) below:

(i) every Person who is, or has been, a Trustee or officer of the
Trust (hereinafter referred to as a "Covered Person") shall be
indemnified by the Trust to the fullest extent permitted by law
against liability and against all expenses reasonably incurred or paid
by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee or officer and against amounts paid or
incurred by him in the settlement thereof;

(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Covered
Person:

(i) who shall have been adjudicated by a court or body before which
the proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his office or (B) not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust; or

(ii) in the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office,

(A) by the court or other body approving the settlement;

(B) by at least a majority of those Trustees who are neither
Interested Persons of the Trust nor are parties to the matter based
upon a review of readily available facts (as opposed to a full
trial-type inquiry); or

(C) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type
inquiry);

provided, however, that any Shareholder may, by appropriate legal
proceedings, challenge any such determination by the Trustees or by
independent counsel.

(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall
not be exclusive of or affect any other rights to which any Covered
Person may now or hereafter be entitled, shall continue as to a person
who has ceased to be a Covered Person and shall inure to the benefit
of the heirs, executors and administrators of such a person. Nothing
contained herein shall affect any rights to indemnification to which
Trust personnel, other than Covered Persons, and other persons may be
entitled by contract or otherwise under law.

(d) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character
described in paragraph (a) of this Section 10.02 may be paid by the
Trust or Series from time to time prior to final disposition thereof
upon receipt of an undertaking by or on behalf of such Covered Person
that such amount will be paid over by him to the Trust or Series if it
is ultimately determined that he is not entitled to indemnification
under this Section 10.02; provided, however, that either (a) such
Covered Person shall have provided appropriate security for such
undertaking, (b) the Trust is insured against losses arising out of
any such advance payments or (c) either a majority of the Trustees who
are neither Interested Persons of the Trust nor parties to the matter,
or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed
to a trial-type inquiry or full investigation), that there is reason
to believe that such Covered Person will be found entitled to
indemnification under this Section 10.02.

SHAREHOLDERS

Section 10.03. In case any Shareholder or former Shareholder of any
Series shall be held to be personally liable solely by reason of his
being or having been a Shareholder of such Series and not because of
his acts or omissions or for some other reason, the Shareholder or
former Shareholder (or his heirs, executors, administrators or other
legal representatives, or, in the case of a corporation or other
entity, its corporate or other general successor) shall be entitled
out of the assets belonging to the applicable Series to be held
harmless from and indemnified against all loss and expense arising
from such liability. The Trust, on behalf of the affected Series,
shall, upon request by the Shareholder, assume the defense of any
claim made against the Shareholder for any act or obligation of the
Series and satisfy any judgment thereon from the assets of the Series.

ARTICLE XI
MISCELLANEOUS

TRUST NOT A PARTNERSHIP

Section 11.01. It is the intention of the Trustees to create a
business trust pursuant to the Delaware Act. It is not the intention
of the Trustees to create a general partnership, limited partnership,
joint stock association, corporation, bailment, or any form of legal
relationship other than a business trust pursuant to the Delaware Act.
No Trustee hereunder shall have any power to bind personally either
the Trust's officers or any Shareholder. All persons extending credit
to, contracting with or having any claim against the Trust or the
Trustees shall look only to the assets of the appropriate Series or
(if the Trustees shall have yet to have established Series) of the
Trust for payment under such credit, contract or claim; and neither
the Shareholders nor the Trustees, nor any of their agents, whether
past, present or future, shall be personally liable therefor. Nothing
in this Trust Instrument shall protect a Trustee against any liability
to which the Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee hereunder.

TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY

Section 11.02. The exercise by the Trustees or the officers of the
Trust of their powers and discretions hereunder in good faith and with
reasonable care under the circumstances then prevailing shall be
binding upon everyone interested. Subject to the provisions of
Article X hereof and to Section 11.01 of this Article XI, the Trustees
or the officers of the Trust shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees and the officers of
the Trust may take advice of counsel or other experts with respect to
the meaning and operation of this Trust Instrument, and subject to the
provisions of Article X hereof and Section 11.01 of this Article XI,
shall be under no liability for any act or omission in accordance with
such advice or for failing to follow such advice. The Trustees and
the officers of the Trust shall not be required to give any bond as
such, nor any surety if a bond is obtained.

ESTABLISHMENT OF RECORD DATES

Section 11.03. The Trustees may close the Share transfer books of
the Trust for a period not exceeding sixty (60) days preceding the
date of any meeting of Shareholders, or the date for the payment of
any dividends or other distributions, or the date for the allotment of
rights, or the date when any change or conversion or exchange of
Shares shall go into effect; or in lieu of closing the stock transfer
books as aforesaid, the Trustees may fix in advance a date, not
exceeding sixty (60) days preceding the date of any meeting of
Shareholders, or the date for payment of any dividend or other
distribution, or the date for the allotment of rights, or the date
when any change or conversion or exchange of Shares shall go into
effect, as a record date for the determination of the Shareholders
entitled to notice of, and to vote at, any such meeting, or entitled
to receive payment of any such dividend or other distribution, or to
any such allotment of rights, or to exercise the rights in respect of
any such change, conversion or exchange of Shares, and in such case
such Shareholders and only such Shareholders as shall be Shareholders
of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting, or to receive payment of such dividend
or other distribution, or to receive such allotment or rights, or to
exercise such rights, as the case may be, notwithstanding any transfer
of any Shares on the books of the Trust after any such record date
fixed as aforesaid.

TERMINATION OF TRUST

Section 11.04.

(a) This Trust shall continue without limitation of time but subject
to the provisions of sub-section (b) of this Section 11.04.

(b) The Trustees may, subject to a Majority Shareholder Vote of each
Series affected by the matter or, if applicable, to a Majority
Shareholder Vote of the Trust, and subject to a vote of a majority of
the Trustees,

(i) sell and convey all or substantially all of the assets of the
Trust or any affected Series to another trust, partnership,
association or corporation, or to a separate series of shares thereof,
organized under the laws of any state which trust, partnership,
association or corporation is an open-end management investment
company as defined in the 1940 Act, or is a series thereof, for
adequate consideration which may include the assumption of all
outstanding obligations, taxes and other liabilities, accrued or
contingent, of the Trust or any affected Series, and which may include
shares of beneficial interest, stock or other ownership interests of
such trust, partnership, association or corporation or of a series
thereof; or

(ii) at any time sell and convert into money all of the assets of the
Trust or any affected Series.

Upon making reasonable provision, in the determination of the
Trustees, for the payment of all such liabilities in either (i) or
(ii), by such assumption or otherwise, the Trustees shall distribute
the remaining proceeds or assets (as the case may be) of each Series
(or class) ratably among the holders of Shares of that Series then
outstanding.

(c) Upon completion of the distribution of the remaining proceeds or
the remaining assets as provided in sub-section (b), the Trust or any
affected Series shall terminate and the Trustees and the Trust shall
be discharged of any and all further liabilities and duties hereunder
and the right, title and interest of all parties with respect to the
Trust or Series shall be cancelled and discharged.

Upon termination of the Trust, following completion of winding up of
its business, the Trustees shall cause a certificate of cancellation
of the Trust's certificate of trust to be filed in accordance with the
Delaware Act, which certificate of cancellation may be signed by any
one Trustee.

MERGERS

Section 11.05. (a) Notwithstanding anything else herein, the
Trustees, in order to change the form of organization of the Trust,
may, without prior Shareholder approval, (i) cause the Trust to merge
or consolidate with or into one or more trusts, partnerships (general
or limited), associations, limited liability companies or corporations
so long as the surviving or resulting entity is an open-end management
investment company under the 1940 Act, or is a Series thereof, that
will succeed to or assume the Trust's registration under that Act and
which is formed, organized or existing under the laws of a state,
commonwealth, possession or colony of the United States or (ii) cause
the Trust to incorporate under the laws of Delaware.

(b) The Trustees may, subject to a Majority Shareholder Vote of the
Trust, and subject to a vote of a majority of the Trustees, cause the
Trust to merge or consolidate with or into one or more trusts,
partnerships (general or limited), associations, limited liability
companies or corporations.

(c) Any agreement of merger or consolidation or certificate of merger
or consolidation may be signed by a majority of Trustees and facsimile
signatures conveyed by electronic or telecommunication means shall be
valid.

(d) Pursuant to and in accordance with the provisions of Section
3815(f) of the Delaware Act, and notwithstanding anything to the
contrary contained in this Trust Instrument, an agreement of merger or
consolidation approved by the Trustees in accordance with paragraphs
(a) or (b) of this Section 11.05 may effect any amendment to the Trust
Instrument or effect the adoption of a new Trust Instrument of the
Trust if it is the surviving or resulting trust in the merger or
consolidation.

FILING OF COPIES, REFERENCES, HEADINGS

Section 11.06. The original or a copy of this Trust Instrument and
of each amendment hereof or Trust Instrument supplemental hereto shall
be kept at the office of the Trust where it may be inspected by any
Shareholder. A supplemental trust instrument executed by any one
Trustee may be relied upon as a Supplement hereof. Anyone dealing
with the Trust may rely on a certificate by an officer or Trustee of
the Trust as to whether or not any such amendments or supplements have
been made and as to any matters in connection with the Trust
hereunder, and with the same effect as if it were the original, may
rely on a copy certified by an officer or Trustee of the Trust to be a
copy of this Trust Instrument or of any such amendment or supplemental
Trust Instrument. In this Trust Instrument or in any such amendment
or supplemental Trust Instrument, references to this Trust Instrument,
and all expressions like "herein," "hereof" and "hereunder," shall be
deemed to refer to this Trust Instrument as amended or affected by any
such supplemental Trust Instrument. All expressions like "his", "he"
and "him", shall be deemed to include the feminine and neuter, as well
as masculine, genders. Headings are placed herein for convenience of
reference only and in case of any conflict, the text of this Trust
Instrument, rather than the headings, shall control. This Trust
Instrument may be executed in any number of counterparts each of which
shall be deemed an original.

APPLICABLE LAW

Section 11.07. The trust set forth in this instrument is made in the
State of Delaware, and the Trust and this Trust Instrument, and the
rights and obligations of the Trustees and Shareholders hereunder, are
to be governed by and construed and administered according to the
Delaware Act and the laws of said State; provided, however, that there
shall not be applicable to the Trust, the Trustees or this Trust
Instrument (a) the provisions of Section 3540 of Title 12 of the
Delaware Code or (b) any provisions of the laws (statutory or common)
of the State of Delaware (other than the Delaware Act) pertaining to
trusts which relate to or regulate (i) the filing with any court or
governmental body or agency of trustee accounts or schedules of
trustee fees and charges, (ii) affirmative requirements to post bonds
for trustees, officers, agents or employees of a trust, (iii) the
necessity for obtaining court or other governmental approval
concerning the acquisition, holding or disposition of real or personal
property, (iv) fees or other sums payable to trustees, officers,
agents or employees of a trust, (v) the allocation of receipts and
expenditures to income or principal, (vi) restrictions or limitations
on the permissible nature, amount or concentration of trust
investments or requirements relating to the titling, storage or other
manner of holding of trust assets, or (vii) the establishment of
fiduciary or other standards or responsibilities or limitations on the
acts or powers of trustees, which are inconsistent with the
limitations or liabilities or authorities and powers of the Trustees
set forth or referenced in this Trust Instrument. The Trust shall be
of the type commonly called a "business trust", and without limiting
the provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a trust under Delaware law. The Trust
specifically reserves the right to exercise any of the powers or
privileges afforded to trusts or actions that may be engaged in by
trusts under the Delaware Act, and the absence of a specific reference
herein to any such power, privilege or action shall not imply that the
Trust may not exercise such power or privilege or take such actions.

AMENDMENTS

Section 11.08. Except as specifically provided herein, the Trustees
may, without shareholder vote, amend or otherwise supplement this
Trust Instrument by making an amendment, a Trust Instrument
supplemental hereto or an amended and restated Trust Instrument.
Shareholders shall have the right to vote (i) on any amendment which
would affect their right to vote granted in Section 7.01 of Article
VII hereof, (ii) on any amendment to this Section 11.08, (iii) on any
amendment as may be required by law or by the Trust's registration
statement filed with the Commission and (iv) on any amendment
submitted to them by the Trustees. Any amendment required or
permitted to be submitted to Shareholders which, as the Trustees
determine, shall affect the Shareholders of one or more Series shall
be authorized by vote of the Shareholders of each Series affected and
no vote of shareholders of a Series not affected shall be required.
Notwithstanding anything else herein, any amendment to Article 10
hereof shall not limit the rights to indemnification or insurance
provided therein with respect to action or omission of Covered Persons
prior to such amendment.

FISCAL YEAR

Section 11.09. The fiscal year of the Trust shall end on a specified
date as set forth in the Bylaws, provided, however, that the Trustees
may, without Shareholder approval, change the fiscal year of the
Trust.

USE OF THE WORD "FIDELITY"

Section 11.10. Fidelity Management & Research Company ("FMR") has
consented to, and granted a non-exclusive license for, the use by any
Series or by the Trust of the identifying word "Fidelity" or "Spartan"
in the name of any Series or of the Trust. Such consent is subject to
revocation by FMR in its discretion, if FMR or subsidiary or affiliate
thereof is not employed as the investment adviser of each Series of
the Trust. As between the Trust and FMR, FMR controls the use of the
name of the Trust insofar as such name contains the identifying word
"Fidelity" or "Spartan." FMR may, from time to time, use the
identifying word "Fidelity" or "Spartan" in other connections and for
other purposes, including, without limitation, in the names of other
investment companies, corporations or businesses which it may manage,
advise, sponsor or own or in which it may have a financial interest.
FMR may require the Trust or any Series thereof to cease using the
identifying word "Fidelity" or "Spartan" in the name of the Trust or
any Series thereof if the Trust or any Series thereof ceases to employ
FMR or a subsidiary or affiliate thereof as investment adviser.

PROVISIONS IN CONFLICT WITH LAW

Section 11.11. The provisions of this Trust Instrument are
severable, and if the Trustees shall determine, with the advice of
counsel, that any of such provisions is in conflict with the 1940 Act,
the regulated investment company provisions of the Internal Revenue
Code or with other applicable laws and regulations, the conflicting
provision shall be deemed never to have constituted a part of this
Trust Instrument; provided, however, that such determination shall not
affect any of the remaining provisions of this Trust Instrument or
render invalid or improper any action taken or omitted prior to such
determination. If any provision of this Trust Instrument shall be
held invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provisions in any
other jurisdiction or any other provision of this Trust Instrument in
any jurisdiction.

IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this instrument as of the date set forth above.

/s/Edward C. Johnson 3d /s/Peter S. Lynch

Edward C. Johnson 3d* Peter S. Lynch*

/s/Ralph F. Cox /s/William O. McCoy

Ralph F. Cox William O. McCoy

/s/Phyllis Burke Davis /s/Gerald C. McDonough

Phyllis Burke Davis Gerald C. McDonough

/s/Robert M. Gates /s/Marvin L. Mann

Robert M. Gates Marvin L. Mann

/s/E. Bradley Jones /s/Robert C. Pozen

E. Bradley Jones Robert C. Pozen*

/s/Donald J. Kirk /s/Thomas R. Williams

Donald J. Kirk Thomas R. Williams

*Interested Trustees

The business addresses of the
members of the Board of
Trustees are:

INTERESTED TRUSTEES (*):
82 Devonshire Street
Boston, MA 02109

NON-INTERESTED TRUSTEES:
82 Devonshire Street
Boston, MA 02109

Mailing Address:
P.O. Box 9235
Boston, MA 02205-9235

Exhibit a(5)

CERTIFICATE OF AMENDMENT
OF
FIDELITY INSTITUTIONAL CASH PORTFOLIOS

1. The name of the Trust has been amended. The new name of the Trust
is:

Colchester Street Trust

2. This certificate will become effective upon filing.

3. Notice is hereby given that the Trust is a series Trust. The
debts, liabilities, obligations and expenses incurred, contracted for
or otherwise existing with respect to a particular series of the Trust
shall be enforceable against the assets of such series only and not
against the assets of the Trust generally.

This certificate is executed this 19th day of June 1998, in the city
of Boston and the Commonwealth of Massachusetts.

By: /s/Robert C. Pozen
Robert C. Pozen
Trustee and Senior Vice President

Kirkpatrick & Lockhart llp 1800 Massachusetts Avenue, NW
Second Floor
Washington, DC 20036-1800
202.778.9000
www.kl.com

May 22, 2000

Colchester Street Trust
82 Devonshire Street
Boston, Massachusetts 02109

Ladies and Gentlemen:

You have requested our opinion, as counsel to Colchester Street Trust
(the "Trust"), as to certain matters regarding the issuance of Shares
of the Trust. As used in this letter, the term "Shares" means the
Class I, Class II, and Class III shares of beneficial interest of
Domestic Portfolio, Government Portfolio, Money Market Portfolio,
Tax-Exempt Portfolio, Treasury Only Portfolio, and Treasury Portfolio,
each a series of the Trust.

As such counsel, we have examined certified or other copies, believed
by us to be genuine, of the Trust's Trust Instrument and by-laws and
such resolutions and minutes of meetings of the Trust's Board of
Trustees as we have deemed relevant to our opinion, as set forth
herein. Our opinion is limited to the laws and facts in existence on
the date hereof, and it is further limited to the laws (other than the
conflict of law rules) in the State of Delaware that in our experience
are normally applicable to the issuance of shares by unincorporated
voluntary associations and to the Securities Act of 1933 ("1933 Act"),
the Investment Company Act of 1940 ("1940 Act") and the regulations of
the Securities and Exchange Commission ("SEC") thereunder.

Based on present laws and facts, we are of the opinion that the
issuance of the Shares has been duly authorized by the Trust and that,
when sold in accordance with the terms contemplated by Post-Effective
Amendment No. 40 to the Trust's Registration Statement on Form N-1A
and each subsequent Post-Effective Amendment ("PEA") to said
registration statement, including receipt by the Trust of full payment
for the Shares and compliance with the 1933 Act and the 1940 Act and
applicable state law regulating the offer and sale of securities, the
Shares will have been validly issued, fully paid and non-assessable.

The Trust is a business trust established pursuant to the Delaware
Business Trust Act ("Delaware Act"). The Delaware Act provides that a
shareholder of the Trust is entitled to the same limitation of
personal liability extended to shareholders of for-profit
corporations. To the extent that the Trust or any of its shareholders
become subject to the jurisdiction of courts in states that do not
have statutory or other authority limiting the liability of business
trust shareholders, such courts might not apply the Delaware Act and
could subject Trust shareholders to liability.

To guard against this risk, the Trust's Trust Instrument provides
that the Trustees shall have no power to bind any shareholder
personally or to call upon any shareholder for the payment of any sum
of money or assessment whatsoever other than such as the shareholder
may at any time personally agree to pay by way of subscription for any
shares or otherwise. The Trust Instrument also requires that every
note, bond, contract or other undertaking issued by or on behalf of
the Trust or the Trustees relating to the Trust or to a series shall
include a recitation limiting the obligation represented thereby to
the Trust or to one or more series and its or their assets (although
the omission of such a recitation shall not operate to bind any
shareholder of the Trust). Furthermore, the Trust Instrument provides
that: (i) in case any shareholder or former shareholder of any series
shall be held to be personally liable solely by reason of his being or
having been a shareholder of such series and not because of his acts
or omissions or for some other reason, the shareholder or former
shareholder shall be entitled out of the assets belonging to the
applicable series to be held harmless from and indemnified against all
loss and expense arising from such liability; and (ii) the Trust, on
behalf of the affected series, shall, upon request by the shareholder,
assume the defense of any claim made against the shareholder for any
act or obligation of the series and satisfy any judgment thereon from
the assets of the series.

We hereby consent to this opinion accompanying or being incorporated
by reference in the PEA when it is filed with the SEC.

Very truly yours,

KIRKPATRICK & LOCKHART LLP
/s/Kirkpatrick & Lockhart LLP

Exhibit j(1)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference into the
Prospectuses and Statement of Additional Information in Post-Effective
Amendment No. 40 to the Registration Statement on Form N-1A of
Colchester Street Trust: Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, Domestic Portfolio, Money Market Portfolio, and
Tax-Exempt Portfolio of our reports dated May 13, 1999 on the
financial statements and financial highlights included in the March
31, 1999 Annual Reports to Shareholders of Treasury Only Portfolio,
Treasury Portfolio, Government Portfolio, Domestic Portfolio, Money
Market Portfolio, and Tax-Exempt Portfolio.

We further consent to the reference to our Firm under the heading
"Financial Highlights" in the Prospectuses.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
May 19, 2000

Exhibit j(2)

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Post-Effective
Amendment No. 40 to the Registration Statement No. 811-3320 on Form
N-1A of Colchester Street Trust, of our report dated May 9, 2000
appearing in the Annual Report to Shareholders of Treasury Only
Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio, Money Market Portfolio, and Tax-Exempt Portfolio for the
year ended March 31, 2000.

We also consent to the references to us under the headings "Financial
Highlights" in the Prospectus and "Auditor" in the Statement of
Additional Information, which are a part of such Registration
Statement.

/s/Deloitte & Touche LLP
Deloitte & Touche LLP

Boston, Massachusetts
May 19, 2000