<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Institutional Tax-Exempt Cash Portfolios
(Name of Registrant)
File No. 2-76309
</PAGE>
<PAGE>
FILE NO. 2-76309
Fidelity Institutional Tax-Exempt Cash Portfolios
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended May 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
332,046,201 shares
(iv) Number of Securities Sold During Fiscal Year
14,549,718,245 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
14,412,776,499 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
14,412,776,499
$
14,412,776,499
Redemptions:
(14,412,776,499)
$
(14,412,776,499)
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Institutional Tax-Exempt Cash Portfolios
By John H. Costello
Assistant Treasurer
</PAGE>
July 19, 1994
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re:Fidelity Institutional Tax-Exempt Cash Portfolios _
Dear Mr. Loring:
We have acted as special Delaware counsel to Fidelity Institutional
Tax-Exempt Cash Portfolios (formerly named Fidelity Institutional
Tax-Exempt Cash Portfolios II), a Delaware business trust (the
"Trust"), in connection with certain matters relating to the
organization of the Trust and the issuance of Shares therein.
Capitalized terms used herein and not otherwise herein defined are
used as defined in the Trust Instrument of the Trust dated June 20,
1991 (the "Governing Instrument").
In rendering this opinion, we have examined copies of the following
documents, each in the form provided to us: the Certificate of
Trust of the Trust dated as of June 20, 1991 and filed in the Office
of the Secretary of State of the State of Delaware (the "Recording
Office") on July 9, 1991 (the "Original Certificate"), as amended by
a Certificate of Amendment thereto dated January 29, 1992 and
filed in the Recording Office on January 30, 1992 (the Original
Certificate, as so amended, the "Certificate"); the Governing
Instrument; the Bylaws of the Trust; minutes of a meeting of the
Board of Trustees of the Trust, dated June 20, 1991; a Certificate
of Secretary of the Trust, certifying as to the acceptance by certain
persons of their positions as trustees of the Trust; Post-Effective
Amendment No. 19 to the Trust's Registration Statement on Form
N-1A as filed with the Commission on January 29, 1992; and a
certification of good standing of the Trust obtained as of a recent
date from the Recording Office. In such examinations, we have
assumed the genuineness of all signatures, the conformity to
original documents of all documents submitted to us as copies or
drafts of documents to be executed, and the legal capacity of
natural persons to complete the execution of documents. We have
further assumed for the purpose of this opinion: (i) the due
authorization, execution and delivery by, or on behalf of, each of
the parties thereto of the above-referenced instruments, certificates
and other documents, and of all documents contemplated by the
Governing Instrument and applicable resolutions of the Trustees to
be executed by investors desiring to become Shareholders; (ii) the
payment of consideration for Shares, and the application of such
consideration, as provided in the Governing Instrument, and
compliance with the other terms, conditions and restrictions set
forth in the Governing Instrument and all applicable resolutions of
the Trustees in connection with the issuance of Shares (including,
without limitation, the taking of all appropriate action by the
Trustees to designate Series of Shares and the rights and prefer-
ences attributable thereto as contemplated by the Governing
Instrument); (iii) that appropriate notation of the names and
addresses of, the number of Shares held by, and the consideration
paid by, Shareholders will be maintained in the appropriate registers
and other books and records of the Trust in connection with the
issuance or transfer of Shares; (iv) that no event has occurred
subsequent to the filing of the Original Certificate that would cause
a termination or dissolution of the Trust under Section 11.04 or
Section 11.05 of the Governing Instrument; (v) that the activities of
the Trust have been and will be conducted in accordance with the
terms of the Governing Instrument and the Delaware Act; and (vi)
that each of the documents examined by us is in full force and effect
and has not been modified, supplemented or otherwise amended.
No opinion is expressed herein with respect to the requirements of,
or compliance with, federal or state securities or blue sky laws.
Further, we express no opinion on the sufficiency or accuracy of
any registration or offering documentation relating to the Trust or
the Shares. As to any facts material to our opinion, other than
those assumed, we have relied without independent investigation on
the above-referenced documents and on the accuracy, as of the date
hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1.The Trust is a duly organized and validly existing business trust in
good standing under the laws of the State of Delaware.
2.The Shares, when issued to Shareholders in accordance with the
terms, conditions, requirements and procedures set forth in the
Governing Instrument, will constitute legally issued, fully paid and
non-assessable Shares of beneficial interest in the Trust.
3.Under the Delaware Act and the terms of the Governing
Instrument, each Shareholder of the Trust, in such capacity, will be
entitled to the same limitation of personal liability as that extended
to stockholders of private corporations for profit; provided,
however, that we express no opinion with respect to the liability of
any Shareholder who is, was or may become a named Trustee of
the Trust. Neither the existence nor exercise of the voting rights
granted to Shareholders under the Governing Instrument will, of
itself, cause a Shareholder to be deemed a trustee of the Trust
under the Delaware Act.
We understand that you wish to rely as to matters of Delaware law
on the opinion set forth above in connection with the rendering by
you of an opinion to be used as an Exhibit to a Rule 24f-2 filing to
be made by the Trust with the Commission, and we hereby consent
to such reliance. Except as provided in the foregoing sentence, the
opinion set forth above is expressed solely for the benefit of the
addressee hereof and may not be relied upon by any other person or
entity for any purpose without our prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/Walter C. Tuthill
Walter C. Tuthill
July 20, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Institutional Tax-Exempt Cash Portfolios (the Trust)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Institutional Tax-Exempt Cash Portfolios is a Delaware
business trust initially created under the name Fidelity Institutional
Tax-Exempt Cash Portfolios II under a written Trust Instrument
dated June 20, 1991. The name was changed to Fidelity
Institutional Tax-Exempt Cash Portfolios on January 29, 1992.
I am of the opinion that all legal requirements have been complied
with in the creation of the Trust and that said Trust is a duly
authorized and validly existing business trust under the laws of the
State of Delaware. In this regard, I have relied on the opinion of
Delaware counsel, Morris, Nichols, Arsht & Tunnell, contained in a
letter dated July 19, 1994 with respect to matters of Delaware law.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Capitalized terms used herein, and not otherwise herein defined, are
used as defined in the Trust Instrument.
Under Article II, Section 2.01, of the Trust Instrument, 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
thereunder is unlimited and each Share shall be without par value
and shall be fully paid and nonassessable.
Under Article II, Section 2.07, the Trustees are empowered to
accept investments in the Trust in cash or securities from such
persons and on such terms as they may from time to time authorize.
Such investments in the Trust 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,
fix the initial Net Asset Value per share of the initial capital
contribution, impose a sales charge upon investments in the Trust in
such manner and at such time as determined by the Trustees, or
issue fractional shares.
Under Article II, Section 2.08, the Trust shall consist of one or
more Series and the Trustees of each Series 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 with such preferences, voting powers, rights
and privileges as the Trustees may from time to time determine, to
divide or combine the Shares into a greater or lesser number, to
classify or reclassify any issued Shares of any Series, and to take
such other action with respect to the Shares as the Trustees may
deem desirable.
By a vote adopted on June 20, 1991, the Board of Trustees
authorized the issue and sale, from time to time, of an unlimited
number of shares of beneficial interest of this Fund in accordance
with the terms included in the then current Registration Statement
and subject to the limitations of the Trust Instrument and any
amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite amount of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the Trust intends to file with the
Securities and Exchange Commission a Notice making definite the
registration of 14,412,776,499 shares of the Trust (the "Shares")
sold in reliance upon Rule 24f-2 during the fiscal year ended May
31, 1994.
I am of the opinion that all necessary Trust action precedent to the
issue of Shares has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and nonassessable
under Delaware law, subject to the possibility that a court might not
apply such law as described in the Trust's Statement of Additional
Information under the heading "Shareholder and Trustee Liability."
In rendering this opinion, I rely on the representation by the Trust
that it or its agents received consideration for the Shares in
accordance with the Trust Instrument and I express no opinion as
to compliance with the Securities Act of 1933, the Investment
Company Act of 1940, or applicable state "Blue Sky" or securities
laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
commission.
Very truly yours,
/s/ David Potel
David Potel
Associate General Counsel
