SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (NO 2-76309)
UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 25 [x]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [x]
Amendment No. [ ]
Fidelity Institutional Tax-Exempt Cash Portfolios
(Exact Name of Registrant as Specified in Charter)
1201 N. Market Street, P.O. Box 1347, Wilmington, DE 19899-1347
(Address Of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code 302-658-9200
Siobhan Perkins
Morris, Nichols, Arsht & Tunnell
1201 N. Market Street, P.O. Box 1347
Wilmington, DE 19899-1347
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
( ) Immediately upon filing pursuant to paragraph (b)
( ) On ( July 12, 1993 ) pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)
(x) On July 20, 1994 pursuant to paragraph (a) of Rule 485
Registrant will file a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and the notice require by such Rule on or
before July 30, 1994.
Page 1 of
FIDELITY INSTITUTIONAL TAX-EXEMPT
CASH PORTFOLIOS
CONTENTS OF
POST-EFFECTIVE AMENDMENT NO.25
Page
Facing Sheet 1
Table of Contents
Cross Reference Sheets
Prospectus and Statement of Additional Information
Part C and Exhibit Index
Signature Page
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS
CROSS REFERENCE SHEET
A combined format, subject to the rules of N-1A, has been utilized in the
preparation of this document.
Form N-1A Item Number Caption
1 ................... Cover Page
2 a.................. Summary of Fund Expenses
b,c................ Fund Summary
3 a.................. Financial Highlights
b.................. *
c.................. Performance
4 a(i)............... Management Contract, Distribution Plan, and Service
Agreements; Fund Summary
a(ii).............. Investment Objective, Policies, and Risks; Investment
Limitations
b.................. Investment Limitations
c.................. Suitability; Investment Objective, Policies, and
Risks; Investment Limitations
5 a.................. Management Contract, Distribution Plan, and Service
Agreements; How Net Asset Value is Determined
b.................. Fund Summary; Management Contract, Distribution Plan,
and Service Agreements
c, d............... How to Invest, Exchange and Redeem; Management
Contract, Distribution Plan, and Service Agreements
e.................. Summary of Fund Expenses; Management Contract,
Distribution Plan, and Service Agreements
f(i,ii)............ Portfolio Transactions
6 a(i)............... Management Contract, Distribution Plan, and Service
Agreements
6 a(ii).............. How to Invest, Exchange and Redeem
6 a(iii)............. Management Contract, Distribution Plan, and Service
Agreements
b-d................ *
e.................. Cover Page; How to Invest, Exchange and Redeem
f.................. How to Invest, Exchange and Redeem; Distributions and
Taxes
g.................. Fund Summary; Distributions and Taxes
7 a.................. Management Contract, Distribution Plan, and Service
Agreements
b(i,ii)............ How to Invest, Exchange and Redeem
b(iii,iv).......... *
b(v)............... How to Invest, Exchange and Redeem
c.................. *
d.................. Fund Summary; How to Invest, Exchange and Redeem
e.................. *
f.................. Management Contract, Distribution Plan, and Service
Agreements
* Not Applicable
8 a.................. How to Invest, Exchange and Redeem
b.................. *
c.................. How to Invest, Exchange and Redeem
d.................. *
9 ................... *
Part B Statement of Additional Information
10 .................. Cover Page
11 .................. Table of Contents; Prospectus and Statement of
Additional Information
12 .................. Management Contract, Distribution Plan, and Service
Agreements
13 a,b,c............. Investment Limitations
d................. *
14 a,b............... Management Contract, Distribution Plan, and Service
Agreements
c................. *
15 a................. *
b,c............... Management Contract, Distribution Plan, and Service
Agreements
16 a-d.......... Management Contract, Distribution Plan, and Service
Agreements
e................ *
f................ Management Contract, Distribution Plan, and Service
Agreements
g................ *
h................ Management Contract, Distribution Plan, and Service
Agreements
i................ Management Contract, Distribution Plan, and Service
Agreements
17 a................ Portfolio Transactions
b................ *
c,d,e.............. Portfolio Transactions
18 a................ Management Contract, Distribution Plan, and Service
Agreements
b................ *
19 a,b.............. How to Invest, Exchange and Redeem
c.............. *
20 ................. Distributions and Taxes
21 a(i,ii).......... Management Contract, Distribution Plan, and Service
Agreements
(iii),b,c........ *
22 ................. Performance
23 ................. Financial Statements for the Fund's fiscal year ended
May 31, 1994 will be filed by subsequent amendment.
* Not Applicable
FIDELITY INSTITUTIONAL TAX-EXEMPT 82 DEVONSHIRE STREET
CASH PORTFOLIOS BOSTON, MASSACHUSETTS 02109
PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION
Fidelity Institutional Tax-Exempt Cash Portfolios (the Fund) offers
institutional and corporate investors a convenient and economical way to
invest in a professionally managed portfolio of short-term municipal
obligations. The Fund's objective is to provide investors with as high a
level of interest income, exempt from federal income taxes, as is
consistent with a portfolio of high quality, short-term municipal
obligations selected on the basis of liquidity and stability of principal.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL MAINTAIN A
STABLE $1.00 SHARE PRICE.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY, ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC,
THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
This Prospectus and Statement of Additional Information is designed to
provide investors with information that they should know before investing.
Please read and retain this document for future reference. The Annual
Report to Shareholders of the Fund is incorporated herein. To obtain an
additional copy of this document, please call the number below.
For further information, or assistance in opening a new account, please
call:
NATIONWIDE
800-843-3001
If you are investing through another institution, contact that institution
directly.
TABLE OF CONTENTS
Summary of Expenses
Fund Summary
Financial Highlights
Investment Objective, Policies, and Risks
How to Invest, Exchange and Redeem
Distributions and Taxes
Portfolio Transactions
Performance
Management Contract, Distribution Plan, and Service Agreements
Appendix A
Appendix B
Financial Statements
LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
July 20, 1994
FITECP-PRO-0794
SUMMARY OF EXPENSES
The expense summary format below was developed for use by all mutual funds
to help you make your investment decisions. Of course, you should consider
this expense information along with other important information, including
the Fund's investment objective and its past performance.
ANNUAL OPERATING EXPENSES
(as a percentage of average net assets):
Management Fees _.__%*
Other Expenses . %
TOTAL OPERATING EXPENSES .18%*
* NET OF REIMBURSEMENT
EXAMPLE: You would pay the following expenses on a $1,000
investment, assuming (1) a 5% annual return and (2) full redemption
at the end of each time period:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
$__ $__ $__ $__
ANNUAL OPERATING EXPENSES are based on the Fund's historical
expenses after reimbursement. Management Fees are paid by the Fund to
Fidelity Management & Research Company (FMR) for managing its
investments and business affairs. The Fund incurs other expenses for
maintaining shareholder records, furnishing shareholder statements and
reports, and for other services. Expenses eligible for reimbursement by FMR
do not include interest, taxes, brokerage commissions (if any), or
extraordinary expenses. FMR has voluntarily agreed to temporarily limit the
total operating expenses of the Fund to .18% of its average net assets. If
this agreement were not in effect, the Fund's management fees, other
expenses, and total operating expenses would have been __%, __%, and __%,
respectively. Management fees and other expenses are reflected in the
Fund's share price or dividends and are not charged directly to individual
shareholder accounts. Please refer to the sections "Management
Contract, Distribution Plan, and Service Agreements" on page __ and
"Interests of FMR Affiliates" on page __ for further information.
The HYPOTHETICAL EXAMPLE illustrates the expenses associated with a
$1,000 investment over periods of 1, 3, 5, and 10 years, based on the
expenses in the table and an assumed annual rate of return of 5%. These
figures reflect FMR's voluntary reimbursement of expenses over .18%. THE
RETURN OF 5% AND EXPENSES SHOULD NOT BE CONSIDERED INDICATIONS OF ACTUAL OR
EXPECTED FUND PERFORMANCE OR EXPENSE LEVELS, BOTH OF WHICH MAY VARY.
FUND SUMMARY
INVESTMENT OBJECTIVE AND POLICIES. The Fund is an open-end, diversified
management investment company which is designed to provide investors with
as high a level of interest income, exempt from federal income taxes, as is
consistent with a portfolio of high quality, short-term municipal
obligations selected on the basis of liquidity and stability of principal.
There can be no assurance that the Fund will achieve its objective.
The Fund invests primarily in high quality, short-term
municipal securities but also may invest in high quality, long-term fixed,
variable or floating rate instruments whose features give them interest
rates, maturities, and prices similar to short-term instruments. The Fund's
investments in municipal securities may include tax, revenue, or bond
anticipation notes; tax-exempt commercial paper; general obligation or
revenue bonds; and zero coupon bonds.
The Fund reserves the right to purchase stand-by commitments. In addition,
the Fund may purchase municipal bonds and notes on a delayed-delivery
basis. The Fund may also invest in securities that are subject to
restrictions on resale and that are illiquid.
The Fund maintains a fundamental policy which requires that under normal
conditions, the Fund will invest so that at least 80% of its income
distributions will be exempt from federal income tax. In addition, the Fund
does not currently intend to purchase municipal obligations whose interest
is subject to the federal alternative minimum tax. It is possible, however,
that the Fund may generate insubstantial amounts of taxable short-term
capital gains as a result of market transactions.
INVESTING IN THE FUND. The Fund's shares of beneficial interest may be
purchased at the next determined net asset value per share (NAV) without a
sales charge. The Fund requires a minimum initial investment of $5 million.
Additional investments may be made in any amount. For immediate acceptance
of purchase orders, federal funds must be transmitted. See "How to Invest,"
page __.
REDEMPTION OF INVESTMENT. Investors may redeem all or any part of the value
of their accounts by instructing the Fund to redeem shares as described
under "How to Redeem" on page __. Redemptions may be requested by telephone
and are effected at the NAV next determined after receipt of the request.
Funds redeemed will be wired to the investor's designated bank account.
INVESTMENT ADVISER. Fidelity Management & Research Company, 82
Devonshire Street, Boston, Massachusetts, is the investment adviser
to the Fund. FMR, one of the largest investment management organizations in
the U.S., serves as investment adviser to investment companies which had
aggregate net assets of more than $___ billion and approximately __ million
accounts as of May 31, 1994. FMR has entered into a sub-advisory agreement
with FMR Texas Inc. (FMR Texas) pursuant to which FMR Texas has primary
responsibility for providing investment management services to the Fund.
See "Management Contract" and "FMR," on pages __ and __, respectively.
RISK FACTORS. The Fund's ability to achieve its investment objective
depends on the quality and maturity of its investments. Although the Fund's
policies are designed to help maintain a stable $1.00 share price, money
market instruments can change in value when interest rates or issuers'
creditworthiness change, or if an issuer or guarantor of a security fails
to pay interest or principal when due. If these changes in value were large
enough, the Fund's share price could fall below $1.00. In general,
securities with longer maturities are more vulnerable to price changes,
although they may provide higher yields.
FINANCIAL HIGHLIGHTS
The table below gives you information about the Fund's financial
history and uses the Fund's fiscal year end (which ends May 31).
[TABLE TO BE ADDED BY SUBSEQUENT AMENDMENT]
The Financial Highlights table has been audited by _______________,
independent accountants. Their unqualified report is included on page __.
INVESTMENT OBJECTIVE, POLICIES, AND RISKS
The objective of the Fund is to provide investors with 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 maintains a
fundamental policy which requires that under normal conditions at least 80%
of its income distributions will be exempt from federal income tax. For a
discussion of tax-exempt income, see "Distributions and Taxes," page __.
MUNICIPAL OBLIGATIONS AND INVESTMENT POLICIES. Municipal securities are
issued to raise money for various public purposes, including general
purpose financing for state and local governments as well as financing for
specific projects or public facilities. Municipal securities may be backed
by the full taxing power of a municipality or by the revenues from a
specific project or the credit of a private organization. Some municipal
securities are insured by private insurance companies, while others may be
supported by letters of credit furnished by domestic or foreign banks. FMR
monitors the financial condition of parties (including insurance companies,
banks, and corporations) whose creditworthiness is relied upon in
determining the credit quality of securities the Fund may purchase.
The Fund invests primarily in high quality, short-term municipal
securities but also may invest in high quality, long-term fixed,
variable, or floating rate instruments (including tender
option bonds) whose features give them interest rates, maturities, and
prices similar to short-term instruments. The Fund's investments in
municipal securities may include tax, revenue, or bond anticipation notes;
tax-exempt commercial paper; general obligation or revenue bonds (including
municipal lease obligations and resource recovery bonds); and zero coupon
bonds. The Fund may buy or sell securities on a when-issued or
delayed-delivery basis, and may purchase restricted securities. See
"Appendix A" on page __ for further discussion of the Fund's
investments.
The Fund does not currently intend to invest in federally taxable
obligations under normal conditions; however, it reserves the right for
temporary defensive purposes to invest without limitation in taxable money
market instruments, including U.S. government securities, commercial paper,
and repurchase agreements.
QUALITY. Pursuant to procedures adopted by the Board of Trustees, the Fund
may purchase securities that FMR believes present minimal credit risks.
Securities must be rated in accordance with applicable rules in the highest
rating category by at least one nationally recognized rating service
(NRSRO) and, if rated by more than one NRSRO, rated in one of the two
highest categories for short-term securities by another NRSRO, or, if
unrated, judged to be equivalent to the highest short-term rating category
by FMR pursuant to procedures adopted by the Board of Trustees.
The Fund's policy regarding limiting investments to the highest rating
category may be changed upon 90 days' prior notice to shareholders.
MATURITY. The Fund must limit its investments to securities with remaining
maturities of 397 days or less and must maintain a dollar-weighted average
maturity of 90 days or less.
The investment objective and policies set forth above are supplemented by
the investment limitations listed beginning on page __. The Fund's
investment policies and limitations, unless otherwise indicated, are not
fundamental, and may be changed without shareholder approval.
RISK AND PORTFOLIO MANAGEMENT. While the Fund invests in high quality
securities, investors should be aware that their investment is not without
risk. The Fund's ability to achieve its investment objective
depends on a number of factors including the skills of FMR in purchasing
securities whose issuers can be expected to have the ability to meet their
obligations for the payment of interest and principal when due.
Yields on municipal obligations are the product of a variety of factors,
including the general conditions of the money markets and of the municipal
bond and municipal note markets, the size of a particular offering, the
maturity of the obligation and the rating of the issue. Municipal
obligations with longer maturities tend to produce higher yields and
generally are subject to potentially greater price fluctuations than
obligations with shorter maturities.
The Fund may invest up to 25% of its total assets in a single issuer's
securities. The Fund may invest any portion of its assets in industrial
revenue bonds (IRBs) backed by private issuers, and may invest up to 25% of
its total assets in IRBs related to a single industry. The Fund may also
invest 25% or more of its total assets in securities whose revenue sources
are from similar types of projects, e.g., education, electric utilities,
health care, housing, transportation, or water, sewer, and gas utilities.
There may be economic, business or political developments or changes that
affect all securities of a similar type. Therefore, developments affecting
a single issuer or industry, or securities financing similar types of
projects, could have a significant effect on the Fund's performance.
SUITABILITY. The Fund is designed as an economical and convenient
vehicle for those institutional and corporate investors with cash
balances or cash reserves seeking to obtain the tax-exempt yields available
from short-term municipal obligations while maintaining liquidity.
The Fund offers the advantages of large purchasing power and
diversification. Generally, in purchasing money market instruments from
dealers, the percentage difference between the bid and asked prices tends
to decrease as the size of the transaction increases. The Fund also offers
investors the opportunity to participate in a portfolio of money market
instruments which is more diversified in terms of issuers and maturities
than the size of the investor's investment might otherwise permit.
Investment in the Fund relieves the investor of many management and
administrative burdens usually associated with the direct purchase and sale
of money market instruments. These include selection of portfolio
investments; surveying the market for the best terms at which to buy and
sell; scheduling and monitoring maturities and reinvestments; receipt,
delivery and safekeeping of securities; and portfolio recordkeeping.
INVESTMENT LIMITATIONS. Unless otherwise noted, whenever an investment
policy or limitation states a maximum percentage of the 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 shall
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.
The Fund's fundamental investment policies and limitations may not 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. 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) if, as a result
thereof, (a) more than 5% of the Fund's total assets would be invested in
the securities of that issuer, or (b) the Fund would hold more than 10% of
the outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the 1940 Act;
(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 for temporary or emergency purposes (not for
leveraging or investment) in an amount not to exceed 33 1/3% of the value
of the Fund's total assets (including the amount borrowed) less liabilities
(other than borrowings). Any borrowings that come to exceed 33 1/3% of the
Fund's net assets by reason of a decline in net assets will be reduced
within three days (exclusive of 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 (1933 Act) 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,
instrumentalities, territories or possessions, or issued or guaranteed by a
state government or political subdivision thereof) if as a result more than
25% of the value of its total assets would be invested in securities of
companies having their principal business activities 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
interest 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 limit
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.
In addition, 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 objectives, policies and limitations as the Fund.
For purposes of limitations (1) and (7), FMR identifies the issuer of a
security depending on the terms and conditions of the security. 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.
The following investment limitations are not fundamental, and may be
changed without shareholder approval.
(i) The Fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (5)). The Fund will not
purchase securities for investment while borrowings equaling 5% or more of
its total assets are outstanding. The Fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the Fund's total
assets.
(ii) 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.
(iii) The Fund does not currently intend toinvest more than 25% of its
total assets in industrial revenue bonds related to a single industry.
(iv) The Fund does not currently intend to purchase or sell futures
contracts or call options. This limitation does not apply to options
attached to, or acquired or traded together with, their underlying
securities, and does not apply to securities that incorporate features
similar to options or futures contracts.
(v) 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.
(vi) The Fund does not currently intend to purchase the securities
of any issuer if those officers and Trustees of the Fund and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.
HOW TO INVEST, EXCHANGE AND REDEEM
Shares of the Fund are offered continuously and may be purchased at the NAV
next determined after an order is received and accepted. The Fund does not
impose any sales charges in connection with purchases of its shares,
although institutions may charge their clients fees in connection with
purchases and sales for the accounts of their clients. Investments in the
Fund must be made using the Federal Reserve Wire System. Checks will not be
accepted as a means of investment.
SHARE PRICE AND DIVIDENDS. The NAV for the Fund is determined by Fidelity
Service Co. (Service), 82 Devonshire Street, Boston, Massachusetts
02109, as of 12:00 noon, Eastern time, each day the Fund is open for
business. (See "Holiday Schedule" on page __.) The NAV of the Fund is
determined by adding the value of all securities and other assets of the
Fund, deducting its actual and accrued liabilities, and dividing by the
number of Fund shares outstanding. (See "Valuation of Portfolio Securities"
on page __.)
The Fund's net interest income for dividend purposes is determined by
Service on a daily basis and shall be payable to shareholders of record at
the time of its declaration (including, for this purpose, holders of shares
purchased, but excluding holders of shares redeemed, on that day). Income
dividends declared are accrued daily throughout the month and are
distributed in the form of full and fractional shares on the first business
day of the following month. Based on prior approval of the Fund, dividends
relating to shares redeemed during the month can be distributed in the form
of full and fractional shares on the day of redemption. The Fund reserves
the right to limit this service. Shareholders may elect to receive monthly
dividend distributions in cash.
MINIMUM INVESTMENT AND ACCOUNT BALANCE. The minimum initial investment to
establish a new account in the Fund is $5,000,000. Subsequent investments
may be made in any amount. To keep an account open, a minimum balance of
$5,000,000 must be maintained. If an account balance falls below $5,000,000
due to redemption, the account may be closed and the proceeds mailed to the
bank account of record. An investor will be given 30 days' notice that his
or her account will be closed unless additional investments are made to
increase the account balance to the $5,000,000 minimum.
HOW TO INVEST. Unless you already have a Fidelity mutual fund account, you
must complete and sign the application. The application should be forwarded
to Client Services:
Fidelity Institutional Tax-Exempt Cash Portfolios
Fidelity Investments Institutional Operations Co., ZR5
P.O. Box 1182
Boston, MA 02103-1182
An investor must purchase shares of the Fund by wire. For wiring
information and instructions, investors should call the institution through
which they trade, or the Fidelity Client Administrator at 1-800-843-3001.
In order to receive same day acceptance, investors must telephone
Institutional Trading between 8:30 a.m. and 12:00 noon Eastern time to
advise them of the wire and to place the trade.
Fidelity Client Services:
Nationwide . . . . . . . . . . . . . . . 800-843-3001
Institutional Trading
Nationwide . . . . . . . . . . . . . . . 800-343-6310
Investments will be entitled to the dividend declared by the Fund provided
that the Fund's custodian bank, United Missouri Bank, N.A., receives the
wire by the close of the Federal Reserve Wire System on the day the
purchase order is accepted. Investors are advised to wire funds as early in
the day as possible and to provide advance notice to Institutional Trading
for large transactions.
HOW TO EXCHANGE. The Fund's shares may be exchanged (subject to the minimum
initial investment requirement) at no charge for shares of Fidelity
Institutional Cash Portfolios: Class A, provided the fund to be acquired is
registered, if required, in an investor's state. When making an exchange,
the registrations and tax identification numbers of the two accounts must
be identical. Investors should consult the prospectus of the fund to be
acquired to determine eligibility and suitability.
TO EXCHANGE BY TELEPHONE. Exchanges may be requested by calling
Institutional Trading at the numbers listed above.
TO EXCHANGE BY MAIL. Written requests for exchanges should contain the Fund
name, account number, number of shares to be redeemed, and the name of the
fund to be purchased. The letter must be signed by a person authorized to
act on behalf of the account and must include a signature guarantee.
Signature guarantees will be accepted from banks, brokers, dealers,
municipal securities dealers, municipal securities brokers, government
securities dealers, government securities brokers, credit unions (if
authorized under state law), national securities associations, clearing
agencies and savings associations. Letters should be sent to the Fund at
the address listed on page __.
An exchange involves the redemption of all or a portion of shares of the
Fund and an investment of the redemption proceeds in shares of another
fund. Shares will be redeemed at the next determined NAV following receipt
of the exchange order. Shares of the fund to be acquired will be purchased
at its next determined NAV after redemption proceeds are made available.
Investors will earn dividends in the acquired fund in accordance with that
fund's customary policy, normally on the day the exchange request is
received. Investors should note that under certain circumstances, the Fund
may take up to seven days to make redemption proceeds available for the
exchange purchase of shares of another fund.
Pursuant to Rule 11a-3 under the 1940 Act, a fund is required to
give shareholders at least 60 days' notice prior to terminating or
modifying its exchange privilege. Under Rule 11a-3, the 60-day notification
requirement may be waived if (i) the only effect of a modification would be
to reduce or eliminate an administrative fee, redemption fee or deferred
sales charge ordinarily payable at the time of exchange, or (ii) the fund
suspends the redemption of the exchanged shares as permitted under
the 1940 Act or the rules and regulations thereunder, or the fund to be
acquired temporarily suspends sales of its shares or is unable to
invest amounts effectively in accordance with its investment objective and
policies.
The Fund notifies shareholders that it reserves the right at any time
without prior notice to refuse exchange purchases by any person or group,
if, in FMR's judgment, the Fund would be unable to invest effectively in
accordance with its investment objective and policies or might otherwise be
adversely affected.
HOW TO REDEEM. Shareholders may redeem all or any part of the value of
their account(s) on any business day. Redemptions may be requested by
telephone and are effected at the NAV next determined after receipt of the
redemption request.
Shareholders must designate on their applications the U.S. commercial bank
account(s) into which they wish the proceeds of redemptions deposited. A
shareholder may change the bank account(s) designated to receive amounts
redeemed at any time prior to making a redemption request. A letter of
instruction, including a signature guarantee, should be sent to the Fund at
the address listed on page __.
Redemption proceeds will be wired via the Federal Reserve Wire System to a
bank account of record on the same day a redemption request is received,
provided it is received before 12:00 noon Eastern time any day the Fund is
open for business. Shares redeemed will not receive the dividend declared
on the day of redemption. Redemption requests can be made by calling
Institutional Trading:
Nationwide . . . . . . . . . . . . . . . . 800-343-6310
There is no charge imposed by the Fund for wiring of redemption proceeds.
Under the 1940 Act, the right of redemption may be suspended or the date of
payment postponed for more than seven days at times when the New York Stock
Exchange (NYSE) is closed, other than customary weekend or holiday
closings, or when trading on the NYSE is restricted, or under certain
emergency circumstances as determined by the SEC. In addition, the Fund
reserves the right to take up to seven days to wire redemption proceeds if,
in the judgment of the Adviser, the Fund could be adversely affected by
making immediate payment. If you are unable to execute your transaction by
telephone (for example, during times of unusual market activity), consider
placing your order by mail to the address shown on page __. In case of
suspension of the right of redemption, you may either withdraw your request
for redemption or receive payment based on the NAV next determined after
the termination of the suspension.
ADDITIONAL INFORMATION. You may initiate many transactions by telephone.
Note that Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable procedures designed to
verify the identity of the caller. Fidelity will request personalized
security codes or other information, and may also record calls. You should
verify the accuracy of your confirmation statements immediately after you
receive them. If you do not want the ability to redeem and exchange by
telephone, call Fidelity for instructions.
To allow FMR to manage the Fund most effectively, investors are
strongly urged to initiate all trades (investments, exchanges and
redemptions of shares) as early in the day as possible and to notify Client
Services at least one day in advance of trades in excess of $5,000,000. In
making these trade requests, the name(s) of the registered shareholder(s)
and the account number(s) must be supplied. To protect the Fund's
performance and shareholders, FMR discourages frequent trading in response
to short-term market fluctuations.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the Fund's NAV. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences. The
offering of shares of the Fund may be suspended for a period of time, and
the Fund reserves the right to reject any specific purchase order. Purchase
orders may be refused if, in FMR's opinion, they are of a size that would
disrupt management of the Fund. The Fund may discontinue offering its
shares at any time or in any particular state without notice to
shareholders.
INVESTOR ACCOUNTS. Fidelity Investments Institutional Operations Company
(FIIOC) is the sub-transfer, dividend disbursing and shareholder servicing
agent for the Fund and maintains an account for each investor expressed in
terms of full and fractional shares rounded to the nearest 1/1000th of a
share.
The Fund does not issue share certificates, but FIIOC mails investors
confirmations of all investments in or redemptions from their accounts.
Within ten days after the end of each month, FIIOC will send each investor
a statement setting forth the transactions in his or her account for the
month and the month-end balance of full and fractional shares held in the
account. The cost of the investor services described above is paid by the
Fund.
SUBACCOUNTING AND SPECIAL SERVICES. Special processing has been arranged
with FIIOC for banks, corporations and other institutions that wish to open
multiple accounts (a master account and subaccounts). An investor wishing
to utilize FIIOC's subaccounting facilities or other special services for
individual or multiple accounts will be required to enter into a separate
agreement with FIIOC. Charges for these services, if any, will be
determined on the basis of the level of services to be rendered.
Subaccounts may be opened with the initial investment or at a later date.
HOLIDAY SCHEDULE. The Fund is open for business and its NAV is
calculated every day that both the Federal Reserve Bank of Kansas
City (Kansas City Fed) and the NYSE are open for trading. The following
holiday closings have been scheduled for 1994. Dr. Martin Luther
King, Jr. Day (observed), Presidents' Day (observed), Good Friday,
Memorial Day, Independence Day, Labor Day, Columbus Day (observed),
Veteran's Day, Thanksgiving Day, and Christmas Day (observed).
Although FMR expects the same holiday schedule, with the addition of
New Year's Day, to be observed in the future, the Kansas City Fed or the
NYSE may modify its holiday schedule at any time. The right is
reserved to advance the time by which purchase and redemption orders
must be received on any day that (1) the Kansas City Fed or the NYSE close
early; (2) if, in FMR's judgment, early closing is deemed to be in
the best interest of the Fund's shareholders or, (3) as permitted
by the SEC. To the extent that portfolio securities are traded in other
markets on days when the Kansas City Fed or the NYSE is closed, the
Fund's NAV may be affected on days when investors do not have access to the
Fund to purchase or redeem shares. Certain Fidelity funds may follow
different holiday schedules.
VALUATION OF PORTFOLIO SECURITIES. The Fund values its investments on the
basis of amortized cost. This technique involves valuing an instrument at
its cost as adjusted for amortization of premium or accretion of discount
rather than its value based on current market quotations or appropriate
substitutes which reflect current market conditions. The amortized cost
value of an instrument may be higher or lower than the price the Fund would
receive if it sold the instrument.
Valuing the Fund's instruments on the basis of amortized cost and use of
the term "money market fund" are permitted by Rule 2a-7 under the 1940 Act.
The Fund must comply with certain conditions under Rule 2a-7; these
conditions are summarized on page __.
The Board of Trustees of the Fund oversees FMR's adherence to SEC rules
concerning money market funds, and has established procedures designed to
stabilize the Fund's NAV at $1.00. At such intervals as they deem
appropriate, the Trustees consider the extent to which NAV calculated by
using market valuations would deviate from $1.00 per share. If the Trustees
believe that a deviation from the 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.
During periods of declining interest rates, the Fund's yield based on
amortized cost may be higher than the yield based on market valuations.
Under these circumstances, a shareholder in the Fund would be able to
obtain a somewhat higher yield than would result if the Fund utilized
market valuations to determine its NAV. The converse would apply in a
period of rising interest rates.
DISTRIBUTIONS AND TAXES
The Fund ordinarily declares dividends from net investment income daily and
pays such dividends monthly. The Fund intends to distribute substantially
all of its net investment income and capital gains (if any) to shareholders
within each calendar year as well as on a fiscal year basis.
DISTRIBUTIONS. If you ask to have distributions mailed to you and the U.S.
Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. Dividends from the Fund will not normally qualify for the
dividends-received deduction available to corporations, since the Fund's
income is primarily derived from tax-exempt interest income and short-term
capital gains. Depending upon state law, a portion of the Fund's dividends
attributable to tax-exempt interest earned on obligations issued by that
state may be exempt from state and local taxation. The Fund will provide
information on the portion of its dividends, if any, that qualify for this
exemption.
The Fund purchases municipal obligations based on opinions of
counsel regarding the federal income tax status of the obligations. These
opinions generally will be based upon covenants by the issuers regarding
continuing compliance with federal tax requirements. If the issuer of an
obligation fails to comply with its covenants at any time, interest on the
obligation could become federally taxable retroactive to the date the
obligation was issued.
CAPITAL GAIN DISTRIBUTIONS. The Fund may distribute any net realized
short-term capital gains once a year or more often, as necessary, to
maintain its NAV at $1.00 per share or to comply with distribution
requirements under federal tax law. The Fund does not anticipate earning
long-term capital gains on securities held by the Fund.
FEDERAL TAXES. Dividends derived from the Fund's tax-exempt income are not
subject to federal income tax, but must be reported to the IRS by
shareholders. Exempt-interest dividends are included in income for purposes
of computing the portion of Social Security and railroad retirement
benefits that may be subject to federal tax. The Fund has no current
intention to purchase obligations whose interest is subject to the federal
alternative minimum tax.
If the Fund earns taxable income or capital gains from its investments,
these amounts will be designated as taxable distributions. Gains
from the sale of tax-free bonds results in a taxable distribution.
Short-term capital gains and a portion of the gain on bonds
purchased at a discount are taxed as dividends. Dividends derived from
taxable investment income and short-term capital gains are taxable as
ordinary income. Distributions are taxable when paid, except that
distributions declared in December and paid in January are taxable as if
paid on December 31, whether the investor receives distributions in cash or
reinvests them in additional shares. The Fund will send each investor a tax
statement showing the amount of tax-exempt distributions for the past
calendar year, and will send an IRS Form 1099-DIV by January 31 if the Fund
makes any taxable distributions.
TAX STATUS OF THE FUND. The Fund has qualified and intends to continue to
qualify as a "regulated investment company" under the Internal Revenue Code
of 1986 (the Code), as amended, so that the Fund will not be liable for
federal income or excise taxes on net investment income or capital gains to
the extent that these are distributed to shareholders in accordance with
applicable provisions of the Code. In order for the Fund to distribute its
tax-exempt interest as exempt-interest dividends, the Fund must hold at
least 50% of its total assets in tax-exempt obligations at the end of each
fiscal quarter. Because the Fund intends to invest substantially all of its
assets in tax-exempt obligations, the Fund expects to comply with the 50%
asset test.
OTHER TAX INFORMATION. The information above is only a summary of some of
the federal tax consequences generally affecting the Fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. In addition to federal tax, investors may be subject to state
or local taxes on their investment. Investors should consult their tax
advisors to determine whether the Fund is suitable to their particular tax
situation.
PORTFOLIO TRANSACTIONS
Money market obligations generally are traded in the over-the-counter
market through broker-dealers. A broker-dealer is a securities firm or bank
which makes a market for securities by offering to buy at one price and
sell at a slightly higher price. The difference between the prices is known
as a spread. Since FMR trades, directly or through affiliated sub-advisers,
a large number of securities including those of Fidelity's other funds,
broker-dealers are willing to work with the F und on a more favorable
spread than would be possible for most individual investors.
All orders for the purchase or sale of portfolio securities are placed on
behalf of the Fund by FMR pursuant to authority contained in the management
contract. Since FMR has granted investment management authority to the
sub-adviser (see the section entitled "Management Contracts"), the
sub-adviser is authorized to place orders wor the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described below. FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for which it
or its affiliates act as investment adviser. Securities purchased
and sold by the Fund generally will be traded on a net basis (i.e., without
commission). In selecting broker-dealers, subject to applicable limitations
of the federal securities laws, FMR will consider 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; and the reasonableness of any commissions.
The Fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the Fund or other 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; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). FMR maintains a listing of broker-dealers who
provide such services on a regular basis. However, as many transactions on
behalf of the Fund are placed with broker-dealers (including broker-dealers
on the list) without regard to the furnishing of such services, it is not
possible to estimate the proportion of such transactions directed to such
broker-dealers solely because such services were provided. The selection of
such broker-dealers is generally made by FMR (to the extent possible
consistent with execution considerations) based upon the quality of
research and execution services provided.
The receipt of research from broker-dealers that execute
transactions on behalf of the Fund may be useful to FMR in rendering
investment management services to the 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 the 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.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive 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 the
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 the
Fund and 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.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the Fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc.
(FBSI), a subsidiary of FMR Corp., if the commissions are fair,
reasonable, and comparable to commissions charged by non-affiliated,
qualified brokerage firms for similar services. Section 11(a) of the
Securities Exchange Act of 1934 (the 1934 Act) prohibits members of
national securities exchanges from executing exchange transactions
for accounts which they or their affiliates manage, unless certain
requirements are satisfied. Pursuant to such regulations, the Board of
Trustees has authorized FBSI t o execute portfolio transactions on
national securities exchanges in accordance with approved procedures
and applicable SEC rules.
The Trustees 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.
From time to time the Trustees will review whether the recapture for the
benefit of the Fund of some portion of the brokerage commissions or similar
fees paid by the Fund on portfolio transactions is legally permissible and
advisable. The 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 the Fund to seek such recapture.
Although the Trustees and officers of the Fund are substantially the same
as those of other funds managed by FMR, investment decisions for the Fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds are managed by
the same investment adviser, particularly when the same security is
suitable for the investment objective of more than one fund or
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 to each
fund. In some cases this system could have a detrimental effect on the
price or value of the security as far as the Fund is concerned. In
other cases, however, the ability of the Fund to participate in volume
transactions will produce better executions for the Fund. It is the
current opinion of the Trustees that the desirability of retaining
FMR as investment adviser to the Fund outweighs any disadvantages that
may be said to exist from exposure to simultaneous transactions.
PERFORMANCE
From time to time, the Fund advertises its YIELD and EFFECTIVE YIELD
in advertisements or in reports or other communications with shareholders.
Both yield figures are based on historical earnings and are not intended to
indicate future performance. The CURRENT YIELD of the Fund refers to the
income generated by an investment in the Fund over a seven-day 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. This income is then annualized. That is, the amount of
income generated by the investment during that week is assumed to be
generated each week of a 52-week period and is shown as a percentage of the
investment. The EFFECTIVE YIELD is calculated similarly but, when
annualized, the income earned by an investment in the Fund is assumed to be
reinvested. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment. In addition
to the current yield, the Fund may quote yields in advertising that are
based on any historical seven day period.
The Fund also may quote TAX-EQUIVALENT YIELDS, which show the taxable
yields an investor would have to earn, before taxes, to equal the Fund's
tax-free yields. A tax equivalent yield is calculated by dividing a Fund's
tax-free yield by the result of one minus a stated tax rate.
The Fund's yield, effective yield, and tax-equivalent yield calculations
are illustrated below for the seven day period ended May 31, 1994:
Current Effective Tax-Equivalent
Yield Yield Yield
____% ____% ____%
The current yield, effective yield, and tax-equivalent yield would have
been ___%, ___%, and ___%, respectively, had FMR not reimbursed the Fund
for a portion of the Fund's operating expenses. The Fund's tax-equivalent
yield is based on an assumed 31% tax rate.
Yield information may be useful in reviewing the Fund's performance and for
providing a basis for comparison with investment alternatives. The Fund's
yield will fluctuate, unlike investments which pay a fixed yield for a
stated period of time. Investors should give consideration to the quality
and maturity of portfolio securities of the respective investment companies
when comparing investments.
The Fund's TOTAL RETURN is based on the overall dollar or percentage change
in value of a hypothetical investment in the Fund, assuming dividends are
reinvested. A cumulative total return reflects the Fund's performance over
a stated period of time. An average annual total return reflects the
hypothetical annually compounded return that would have produced the same
cumulative total return if performance had been constant over the entire
period. Because average annual returns tend to smooth out variations in the
Fund's performance, investors should recognize that they are not the same
as actual year-by-year results.
The following table shows the Fund's total return for the period ended May
31, 1994.
Historical Fund Results
One Year Five Year Life of Fund*
Average Annual Total Returns ____% ____% ____%
Cumulative Total Returns ____% ____% ____%
* Life of Fund from July 25, 1985 to May 31, 1994.
The Fund's performance, or the performance of securities in which it may
invest, may be compared to:
IBC/Donoghue's MONEY FUND AVERAGES, which are average yields of various
types of money market funds that include the effect of compounding
distributions, assume reinvestment of distributions, are reported in
IBC/Donoghue's MONEY FUND REPORT, and are published by IBC USA
(Publications), Inc. of Ashland, Massachusetts;
Other mutual funds, especially to those with similar investment objectives.
These comparisons may be based on date published by IBC/Donoghue's MONEY
FUND REPORT or by Lipper Analytical Services, Inc. (Lipper,
sometimes referred to as Lipper Analytical Services), an independent
service located in Summit, New Jersey that monitors the performance of
mutual funds;
Yields on other money market securities or averages of other money market
securities as reported by the Federal Reserve Bulletin; by TeleRate, a
financial information network; or by Salomon Brothers Inc., a broker-dealer
firm; and
Fixed-income investments such as Certificates of Deposit (CDs).
The principal value and interest rate of CDs and certain other money market
securities are fixed at the time of purchase, whereas the Fund's yield will
fluctuate. Unlike some CDs and certain other money market securities, money
market mutual funds are not insured by the FDIC. Investors should give
consideration to the quality and maturity of the portfolio securities of
the respective investment companies when comparing investment alternatives.
The Fund also may reference the growth and variety of money market mutual
funds and the Adviser's innovation and participation in the industry.
The Fund may reference its fund number, Quotron(trademark) number,
CUSIP number, and current portfolio manager.
From time to time, the Fund's performance also may be compared to
other mutual funds tracked by financial or business publications and
periodicals. For example, the Fund 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. In
addition, the Fund may quote financial or business publications and
periodicals as they relate to fund management, investment philosophy, and
investment techniques. 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.
According to the Investment Company Institute, over the past ten years,
assets in tax-exempt funds increased from $___ billion in 1983 to
approximately $___ billion at the end of 1993.
MANAGEMENT CONTRACT, DISTRIBUTION PLAN, AND SERVICE AGREEMENTS
MANAGEMENT CONTRACT. The Fund employs FMR to furnish investment advisory
and other services to the Fund. Under FMR's Management Contract with the
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 the
Fund with all necessary office facilities and personnel for servicing the
Fund's investments, and compensates all officers of the Fund, all Trustees
who are "interested persons" of the Fund or of FMR, and all personnel of
the 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 the Fund. These services include providing facilities
for maintaining the Fund's organization, supervising relations with the
custodians, transfer and pricing agents, accountants, underwriters and
other persons dealing with the Fund, preparing all general shareholder
communications and conducting shareholder relations, maintaining the Fund's
records and the registration of the Fund's shares under federal and state
securities laws, developing management and shareholder services for the
Fund and furnishing reports, evaluations and analyses on a variety of
subjects to the Trustees. As described below, FMR has agreed to limit the
Fund's expenses.
For these services the Fund pays a monthly management fee to FMR at the
annual rate of .20% of the average net assets of the Fund as determined as
of the close of business on each day throughout the month. Management fees
before reimbursement of expenses for the fiscal years ended May 31,
1994, 1993, and 1992 were $____, $5,036,875, and $4,605,577,
respectively.
In addition to the management fee payable to FMR and the fees payable to
United Missouri Bank, N.A. (United Missouri) and subject to the
reimbursement provisions described below, the Fund pays all its expenses,
without limitation, which are not assumed by those parties. The Fund pays
for the typesetting, printing and mailing of its proxy material to
shareholders, and for legal expenses and the fees of the custodian, auditor
and non-interested Trustees. Other charges paid by the 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 and state securities laws. The Fund is
also liable for such non-recurring expenses as may arise, including costs
of litigation to which the Fund is a party and any obligation it may have
to indemnify officers and Trustees with respect to litigation.
Although the Fund's current Management Contract provides that the Fund will
pay for typesetting, printing and mailing of prospectuses, statements of
additional information, notices and reports to existing shareholders, the
Fund has entered into a revised sub-transfer agent agreement with FIIOC
effective June 1, 1989, pursuant to which FIIOC now bears the cost of
providing these services.
On November 1, 1989, FMR voluntarily agreed to reimburse the Fund if and to
the extent that the Fund's aggregate operating expenses (excluding
interest, taxes, brokerage commissions, and extraordinary expenses) exceed
an annual rate of .18% of the average net assets of the Fund for any fiscal
year or for a portion of such year if FMR's agreement is terminated or
revised. FMR will continue this limitation through _________, 1994,
and thereafter, subject to revision upon 90 days' notice to
shareholders. Such reimbursements have the effect of artificially
decreasing the Fund's expenses, thereby increasing its yield. FMR
reimbursed the Fund in the amounts shown below for aggregate operating
expenses. FMR retains the ability to be repaid for these expense
reimbursements in the amount that expenses fall below the limit prior to
the end of the fiscal year. Aggregate operating expenses reimbursed
by FMR for the fiscal years ended May 31, 1994, 1993 and 1992 were
$______, $1,591,107 and $1,590,017, respectively.
To comply with the California Code of Regulations, FMR will reimburse the
Fund if and to the extent that the Fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating the Fund's expenses for purposes of this regulation, the
Fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its distribution plan expenses.
SUB-ADVISORY AGREEMENT. FMR has entered into a sub-advisory
agreement with FMR Texas pursuant to which FMR Texas has primary
responsibility for providing investment management services to the
Fund.
Under the sub-advisory agreement, FMR pays FMR Texas fees equal to
50% of the management fee payable to FMR under its management
contract with the Fund. The fees paid to FMR Texas are not reduced by
any voluntary or mandatory expense reimbursements that may be in effect
from time to time. For the fiscal year ended May 31, 1994, 1993, and
1992, FMR paid FMR Texas fees that amounted to $______, $2,518,438, and
$2,302,789, respectively.
INTEREST OF FMR AFFILIATES. United Missouri is the Fund's custodian and
transfer agent. United Missouri has entered into a sub-contract with FIIOC,
an affiliate of FMR, under the terms of which FIIOC performs the processing
activities associated with providing transfer agent and shareholder
servicing functions for the Fund. Under the sub-contract, FIIOC bears the
expense of typesetting, printing, and mailing combined prospectuses and
statements of additional information, and all other reports, notices, and
statements to shareholders, except proxy statements. FIIOC also pays all
out-of-pocket expenses associated with transfer agent services. These fees
and charges are subject to annual cost escalation based on postal rate
changes and changes in wage and price levels as measured by the National
Consumer Price Index for Urban Areas.
United Missouri pays FIIOC per account fees and monetary transactions
charges of $95 and $20, respectively, or $95 and $17.50, respectively,
depending on the nature of services provided.
Prior to February 21, 1992, State Street Bank and Trust Company (State
Street) served as the Fund's custodian and transfer agent and also
sub-contracted with FIIOC to perform the processing activities associated
with providing transfer agent and shareholder servicing functions for the
Fund.
Transfer agent fees, including reimbursement for out-of-pocket expenses,
paid to FIIOC for the fiscal years ended May 31, 1994, 1993, and
1992 were $_______, $357,631, and $268,178, respectively.
United Missouri has an additional sub-contract with Service, pursuant to
which Service performs the calculations necessary to determine the Fund's
NAV and dividends and maintains the Fund's accounting records. The annual
fee rates for these pricing and bookkeeping services aGains on the sale of
tax-free bonds results in a taxable distribution. Short-term capital gains
and a portion of the gain on bonds purchased at a discount are taxed as
dividends. re based on the Fund's average net assets, specifically, .0175%
for the first $500 million of average net assets and .0075% for average net
assets in excess of $500 million. The fee is limited to a minimum of
$20,000 and a maximum of $750,000 per year. Prior to February 21, 1992,
State Street sub-contracted with Service for pricing and bookkeeping
services. Beginning July 1, 1991, Service was compensated for these
services by State Street on the same basis as it is currently
compensated by United Missouri. Prior to July 1, 1991, the annual fee paid
to Service for pricing and bookkeeping services was based on two schedules,
one pertaining to the Fund's average net assets and one pertaining to the
type and number of transactions the Fund made.
Pricing and bookkeeping fees, including reimbursement for out-of-pocket
expenses, paid to Service for the fiscal years ended May 31, 1994,
1993, and 1992 were $_______, $325,195, and $332,264, respectively.
The transfer agent fees , and pricing and bookkeeping fees described
above , are paid by United Missouri, which is entitled to
reimbursement from the Fund for these expenses.
The Fund has a distribution agreement with Fidelity Distributors
Corporation (Distributors), a Massachusetts corporation organized on July
18, 1960. Distributors is a broker-dealer registered under the 1934 Act and
is a member of the National Association of Securities Dealers, Inc. The
distribution agreement calls for Distributors to use all reasonable
efforts, consistent with its other business, to secure purchasers for
shares of the Fund, which are continuously offered at net asset value.
Promotional and administrative expenses in connection with the offer and
sale of shares are paid by FMR.
DISTRIBUTION AND SERVICE PLAN. The Board of Trustees of the Fund has
adopted a Distribution and Service Plan (the Plan) pursuant to Rule 12b-1
(the Rule) of the 1940 Act to assure that the Fund and FMR may incur
certain expenses that might be considered to constitute indirect payment by
the Fund of distribution expenses. Under the Plan, if the payment by the
Fund to FMR of management fees should be deemed to be indirect financing by
the Fund of the distribution of its shares, such payment is authorized by
the Plan.
The Plan specifically recognizes that FMR, either directly or through
Distributors, may use its management fee revenue, past profits or other
resources, without limitation, to pay promotional and administrative
expenses in connection with the offer and sale of shares of the Fund. In
addition, the Plan provides that FMR may use its resources, including its
management fee revenues, to make payments to third parties that provide
assistance in selling shares of the Fund or to third parties, including
banks, that render shareholder support services. The Board of Trustees has
not yet authorized any such payments.
As required by the Rule, the Trustees carefully considered all pertinent
factors relating to the implementation of the Plan prior to its approval,
and have determined that there is a reasonable likelihood that the Plan
will benefit the Fund and its shareholders. In particular, the Trustees
noted that the Plan does not authorize payments by the Fund other than
those made to FMR under the Management Contract with the Fund. To the
extent that the Plan gives FMR and Distributors greater flexibility in
connection with the distribution of shares of the Fund, additional sales of
the Fund's shares may result. Additionally, certain shareholder support
services may be provided more effectively under the Plan by local entities
with whom shareholders have other relationships.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined, in Distributors' opinion
it should not prohibit banks from being paid for shareholder servicing and
recordkeeping functions. Distributors intends to engage only banks for the
purpose of performing such functions. However, changes in federal or state
statutes and regulations pertaining to the permissible activities of banks
and their affiliates or subsidiaries, as well as further judicial or
administrative decisions or interpretations, could prevent a bank from
continuing to perform all or a part of the contemplated services. If a bank
were prohibited from so acting, the Trustees would consider what actions,
if any, should be taken to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the Fund
might occur, including possible termination of any automatic investment or
redemption or other services then being 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 financial institutions may be required to register as
dealers pursuant to state law. The Fund may execute portfolio transactions
with and purchase securities issued by depository institutions that receive
payments under the Plan. No preference will be shown in the selection of
investments in the instruments of depository institutions.
DESCRIPTION OF THE FUND
FUND ORGANIZATION. Fidelity Institutional Tax-Exempt Cash Portfolios
is an open-end management investment company originally organized as a
Massachusetts business trust on March 1, 1982 . The Declaration of Trust
was amended and restated on April 9, 1985 , and a
supplement to the Declaration of Trust was filed on December 15, 1989. On
January 29, 1992 the Trust was converted to a Delaware business
trust pursuant to an agreement approved by shareholders on November
13, 1991. The Delaware trust, which was organized on June 20, 1991,
succeeded to the name Fidelity Institutional Tax-Exempt Cash Portfolios
on January 29, 1992. Currently, there is one portfolio of the
Trust. The Trust Instrument permits the Trustees to create additional
funds.
In the event that FMR ceases to be the investment adviser to the Fund, the
right of the Fund to use the identifying name "Fidelity" may be withdrawn.
SHAREHOLDER AND TRUSTEE LIABILITY. The Fund 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 Fund and requires that
a disclaimer be given in each contract entered into or executed by the Fund
or the Trustees. The Trust Instrument provides for indemnification out of
the Fund's property of any shareholder or former shareholder held
personally liable for the obligations of the Fund . The Trust
Instrument also provides that the 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 the Fund
is unable to meet its obligations. FMR believes that, in view of the above,
the risk of personal liability to shareholders is remote.
The Trust Instrument further provides that the Trustees, if they have
exercised reasonable care, shall not be personally liable to any person
other than the Fund or its shareholders; moreover, the Trustees shall not
be liable for any conduct whatsoever, provided that Trustees are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.
VOTING RIGHTS. The Fund's capital consists of shares of beneficial
interest. The shares have no preemptive or conversion rights; the
voting and dividend rights, the right of redemption, and the privilege of
exchange are described herein. Shares are fully paid and nonassessable,
except as set forth under the heading "Shareholder and Trustee Liability"
above. Shareholders representing 10% or more of the Fund may, as set forth
in the Trust Instrument, call meetings of the Fund for any purpose related
to the Fund including the purpose of voting on removal of one or more
Trustees.
The Fund may be terminated upon the sale of its assets to, or merger with,
another open-end management investment company or series thereof, or upon
liquidation and distribution of its assets. Generally such terminations
must be approved by vote of the holders of a majority of the outstanding
shares of the Fund; however, the Trustees may, without prior shareholder
approval, change the form of organization of the Fund by merger,
consolidation, or incorporation. If not so terminated or reorganized, the
Fund will continue indefinitely. Under the Trust Instrume nt, the
Trustees may, without shareholder vote, cause the Fund to merge or
consolidate into one or more trusts, partnerships, or corporations or cause
the Fund to be incorporated under Delaware law, so long as the surviving
entity is an open-end management investment company that will succeed to or
assume the Fund registration statement. The Fund may also invest all of its
assets in another investment company.
As of May 31, 1994, the following owned of record or beneficially 5%
or more of the outstanding shares of the Fund: [to be added by
subsequent amendment]
CUSTODIAN. Un i ted Missouri Bank, N.A., 1010 Grand Avenue, Kansas
City, Missouri, is custodian of the assets of the Fund. The custodian is
responsible for the safekeeping of the Fund's assets and the appointment of
sub-custodian banks and clearing agencies. The custodian takes no part in
determining the investment policies of the Fund or in deciding which
securities are purchased or sold by the Fund. The Fund, however, may invest
in obligations of the custodian and may purchase from or sell
securities to the custodian.
FMR, its officers and directors, and its affiliated companies, from time to
time have transactions with various banks, including custodian banks for
certain of the funds advised by FMR. Those transactions which have occurred
to date have included mortgages and personal and general business loans. In
the judgment of FMR, the terms and conditions of those transactions were
not influenced by existing or potential custodial or other fund
relationships.
AUDITOR. _______________ serves as the Fund's independent
accountant. The auditor examines financial statements for the Fund and
provides other audit, tax and related services.
FMR. FMR is a wholly owned subsidiary of FMR Corp., a parent company
organized in 1972. At present, the principal operating activities of FMR
Corp. are those conducted by three of its divisions as follows: Fidelity
Service Company, which is the transfer and shareholder servicing agent for
certain of the funds advised by FMR; FIIOC, which performs shareholder
servicing functions for certain institutional customers; and Fidelity
Investments Retail Marketing Company, which provides marketing services to
various companies within the Fidelity organization. Through ownership of
voting common stock, Edward C. Johnson 3d (President and a Trustee of the
trust), Johnson family members, and various trusts for the benefit of the
Johnson family form a controlling group with respect to FMR Corp.
Several affiliates of FMR are also engaged in the investment advisory
business. Fidelity Management Trust Company provides trustee, investment
advisory, and administrative services to retirement plans and corporate
employee benefit accounts. Fidelity Management & Research (U.K.) Inc.
(FMR U.K.) and Fidelity Management & Research (Far East) Inc. (FMR Far
East), both wholly owned subsidiaries of FMR formed in 1986, supply
investment research, and may supply portfolio management services, to FMR
in connection with certain funds advised by FMR. Analysts employed by FMR,
FMR U.K., and FMR Far East research and visit thousands of domestic and
foreign companies each year. FMR Texas, a wholly owned subsidiary of FMR
formed in 1989, supplies portfolio management and research services in
connection with certain money market funds advised by FMR.
TRUSTEES AND OFFICERS. The Trustees and executive officers of the Fund
are listed below. Except as indicated, each individual has held the
office shown or other offices in the same company for the last five years.
Trustees and officers elected or appointed prior to the Trust's conversion
to a Delaware business trust served the Massachusetts business trust in
identical capacities. All persons named as Trustee s serve in similar
capacities for other funds advised by FMR. Unless otherwise noted, the
business address of each Trustee and officer is 82 Devonshire Street,
Boston, MA 02109, which is also the address of FMR. Those Trustees who are
"interested persons" (as defined in the 1940 Act) by virtue of their
affiliation with both the Fund and FMR, are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d, Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and
Chairman of the Board and of the Executive Committee of FMR; Chairman and a
Director of FMR Texas Inc. (1989), Fidelity Management &
Research (U.K.) Inc., and Fidelity Management & Research (Far
East) Inc.
*J. GARY BU R KHEAD, Trustee and Senior Vice President, is President
of FMR; and President and a Director of FMR Texas Inc. (1989),
Fidelity Management & Research (U.K.) Inc. and Fidelity Management
& Research (Far East) Inc.
RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991),
is a consultant to Western Mining Corporation (1994). Prior to
February 1994, he was President of Greenhill Petroleum Corporation
(petroleum exploration and produ c tion, 1990). Until March 1990, Mr.
Cox was President and Chief Operating Officer of Union Pacific Resources
Company (exploration and production). He is a Director of Sanifill
Corporation (non-hazardous waste, 1993) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State
Chamber of Commerce, and is a member of advisory boards of Texas A&M
University and the University of Texas at Austin.
PHYLLIS BURKE DAVIS, P.O. Box 264, Bridgehampton, NY, Trustee
(1992). Prior to her retirement in September 1991, Mrs. Davis was
the Senior Vice President of Corporate Affairs of Avon Products, Inc. She
is currently a Director of BellSouth Corporation
(telecommunications), Eaton Corporation (manufacturing, 1991), and the TJX
Companies, Inc. (retail stores, 1990), and previously served as a
Director of Hallmark Cards, Inc. (1985-1991) and Nabisco Brands,
Inc. In addition, she serves as a Director of the New York City Chapter of
the National Multiple Sclerosis Society, and is a member of the
Advisory Council of the International Executive Service Corps. and the
resident's Advisory Council of The University of Vermont School of
Business Administration.
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a
financial consultant. Prior to September 1986, Mr. Flynn w as Vice
Chairman and a Director of the Norton Company (manufacturer of industrial
devices). He is currently a Director of Mechanics Bank and a
Trustee of College of the Holy Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 3881-2 Lander Road, Chagrin Falls, OH, Trustee
(1990). Prior to his retirement in 1984, Mr. Jones was Chairman and
Chief Executive Officer of LTV Steel Company. Prior to May 1990, he was
Director of National City Corporation (a bank holding company) and
National City Bank of Cleveland. He is a Director of TRW Inc.
(original equipment and replacement products), Cleveland-Cliffs Inc.
(mining), NACCO Industries, Inc. (mining and marketing),
Consolidated Rail Corporation, Birmingham Steel Corporation, Hyster-Yale
Materials Handling, Inc. (1989), and RPM, Inc. (manufacturer of
chemical products, 1990). In addition, he serves as a Trustee of
First Union Real Estate Investments; Chairman of the Board of Trustees and
a member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and a member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, 680 Steamboat Road, Apartment #1-North, Greenwich,
CT, Trustee, is a Professor at Columbia University Graduate School
of Business and a financial consultant. Prior to 1987, he was Chairman of
the Financial Accounting Standards Board. Mr. Kirk is a Director of
General Re Corporation (reinsurance), the National Arts Stabilization
Fund, Greenwich Hospital Association, and Valuation Research Corp.
(appraisals and valuations, 1993).
*PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992).
Prior to his retirement on May 31, 1990, he was a Director of FMR
(1989) and Executive Vice President of FMR (a position he held until
March 31, 1991); Vice President of Fidelity Magellan Fund and FMR
Growth Group Leader; and Managing Director of FMR Corp. Mr. Lynch was also
Vice President of Fidelity Investments Corporate Services
(1991-1992). He is a Director of W.R. Grace & Co. (chemicals,
1989) and Morrison Knudsen Corporation (engineering and construction).
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 (1990).
GERALD C. McDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee
(1989), is Chairman of G.M. Management Group (strategic advisory
services). Prior to his retirement in July 1988, he was Chairman and Chief
Executive Officer of Leaseway Transportation Corp. (physical
distribution services). Mr. McDonough is a Director of ACME-Cleveland
Corp. (metal working, telecommunications and electronic products),
Brush-Wellman Inc. (metal refining), York International Corp. (air
conditioning and refrigeration, 1989), Commercial Intertech Corp. (water
treatment equipment, 1992), and Associated Estates Realty
Corporation (a real estate investment trust).
EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Trustee.
Prior to his retirement in 1985, Mr. Malone was Chairman, General
Electric Investment Corporation and a Vice President of General Electric
Company. He is a Director of Allegheny Power Systems, Inc.
(electric utility), General Re Corporation (reinsurance) and Mattel Inc.
(toy manufacturer). In addition, he serves as a Trustee of Corporate
Property Investors, the EPS Foundation at Trinity College, the
Naples Philharmonic Center for the Arts, and Rensellaer Polytechnic
Institute, and he is a member of the Advisory Boards of Butler
Capital Corporation Funds and Warburg, Pincus Partnership Funds.
MARVIN L. MANN, 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of
Lexmark International, Inc. (office machines, 1991). Prior to 1991, he
held the positions of Vice President of International Business
Machines Corporation ("IBM") and President and General Manager of
various IBM divisions and subsidiaries. Mr. Mann is a Director of M.A.
Hanna Company (chemicals, 1993) and Infomart (marketing services,
1991), a Trammell Crow Co. In addition, he serves as the Campaign
Vice Chairman of the Tri-State United Way (1993) and is a member of the
University of Alabama President's Cabinet (1990).
THOMAS R . WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta,
GA, 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 BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software), Georgia Power Company
(electric utility), Gerber Alley & Associates, Inc. (computer
software), National Life Insurance Company of Vermont, American Software,
Inc. (1989), and AppleSouth, Inc. (restaurants, 1992).
GARY L. FRENCH, Treasurer (1991). Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and
Senior Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).
ARTHUR S. LORING, Secretary, is Senior Vice President and General Counsel
of FMR, Vice President-Legal of FMR Corp., and Vice President and Clerk of
Distributors .
SARAH H. ZENOBLE, Vice President (1988), is Vice President of FMR Texas and
of other funds advised by FMR, and is an employee of FMR.
THOMAS D. MAHER, Assistant Vice President (1990), is Assistant Vice
President of Fidelity's money market funds and Vice President and Associate
General Counsel of FMR Texas, Inc. (1990).
Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become eligible to participate in a defined
retirement program under which they receive payments during their lifetime
from the fund based on their basic trustee fees and length of service.
Currently, Messrs. Robert L. Johnson, William R. Spaulding, Bertram H.
Witham, and David L. Yunich participate in the program.
The fees and expenses of the non-interested Trustees are paid by the Fund.
The Trustees and officers of the Fund as a group, beneficially own less
than 1% of the outstanding shares of the Fund.
APPENDIX A
The following paragraphs provide a brief description of securities in which
the Fund may invest and transactions it may make. The Fund is not limited
by this discussion, however, and may purchase other types of securities and
enter into other types of transactions if they are consistent with the
Fund's investment objective and policies.
MUNICIPAL SECURITIES include GENERAL OBLIGATION SECURITIES, which are
backed by the full taxing power of a municipality, or REVENUE SECURITIES,
which are backed by the revenues of a specific tax, project, or facility.
TAX AND REVENUE ANTICIPATION NOTES are issued by municipalities in
expectation of future tax or other revenues, and are payable from those
specific taxes or revenues. BOND ANTICIPATION NOTES normally provide
interim financing in advance of an issue of bonds or notes, the proceeds of
which are used to repay the anticipation notes. TAX-EXEMPT COMMERCIAL PAPER
is issued by municipalities to help finance short-term capital or operating
needs.
INDUSTRIAL REVENUE BONDS (IRBS) are bonds issued by a state or local
government to finance plants and facilities for the benefit of private
businesses. The payment of principal and interest on such IRBs is dependent
solely on the ability of the user of the facilities financed by the bonds
to meet its financial obligations and on the pledge, if any, of real and
personal property so financed as security for such payment. Since IRBs are
backed by the credit and security of a private user, investments in IRBs
may have more potential risk than investments in bonds backed by
municipalities. However, the Fund frequently purchases IRBs on the basis of
a credit substitution from a bank or another third party guarantor.
VARIABLE AND FLOATING RATE INSTRUMENTS, including certain participation
interests in municipal obligations, have interest rate adjustment formulas
that help stabilize their market values. Many variable and floating rate
instruments also carry demand features that permit the Fund to sell them at
par value plus accrued interest on short notice. When determining the
maturity of a variable or floating rate instrument, the Fund may look to
the date the demand feature can be exercised, or to the date the interest
rate is readjusted, rather than to the final maturity of the instrument.
A DEMAND FEATURE is a put that entitles the security holder to repayment of
the principal amount of the underlying security on no more than 30 days'
notice at any time or at specified intervals not exceeding 397 days.
Issuers or financial intermediaries who provide demand features or standby
commitments often support their ability to buy securities on demand by
obtaining LETTERS OF CREDIT (LOCS) or other guarantees from domestic or
foreign banks. LOCs also may be used as credit supports for other types of
municipal instruments. FMR may rely upon its evaluation of a bank's credit
in determining whether to purchase an instrument supported by an LOC. In
evaluating a foreign bank's credit, FMR will consider whether adequate
public information about the bank is available and whether the bank may be
subject to unfavorable political or economic developments, currency
controls, or other governmental restrictions that might affect the bank's
ability to honor its credit commitment.
VARIABLE OR FLOATING RATE DEMAND OBLIGATIONS are tax-exempt
obligations that bear variable or floating interest rates and carry rights
that permit holders to demand payment of the unpaid principal balance plus
accrued interest from the issuers or certain financial intermediaries.
Floating rate instruments have interest rates that change whenever
there is a change in a designated base rate while variable rate instruments
provide for a specified periodic adjustment in the interest rate. These
formulas are designed to result in a market value for the instrument that
approximates its par value.
A demand instrument with a conditional demand feature must have received
both a short-term and a long-term high quality rating or, if unrated, have
been determined to be of comparable quality pursuant to procedures adopted
by the Board of Trustees. A demand instrument with an unconditional demand
feature may be acquired solely in reliance upon a short-term high-quality
rating or, if unrated, upon a finding of comparable short-term quality
pursuant to procedures adopted by the Board of Trustees.
The Fund may invest in fixed-rate bonds that are subject to third party
puts and in participation interests in such bonds held in trust or
otherwise. These bonds and participation interests have tender options or
demand features that permit the Fund to tender (or put) its bonds to an
institution at periodic intervals and to receive the principal amount
thereof. The Fund considers variable rate instruments structured in this
way (Participating VRDOs) to be essentially equivalent to other VRDOs it
purchases. The IRS has not ruled whether the interest on Participating
VRDOs is tax-exempt, and, accordingly, the Fund intends to purchase these
instruments based on opinions of bond counsel.
The Fund may invest in variable or floating rate instruments that
ultimately mature in more than 397 days, if the Fund acquires a
right to sell the instruments that meets certain requirements set forth in
Rule 2a-7. Variable rate instruments (including instruments subject
to a demand feature) that mature in 397 days or less may be deemed to
have maturities equal to the period remaining until the next
readjustment of the interest rate. Other variable rate instruments
with demand features may be deemed to have a maturity equal to the period
remaining until the next adjustment of the interest rate or the
period remaining until the principal amount can be recovered through
demand. A floating rate instrument subject to a demand feature may be
deemed to have a maturity equal to the period remaining until the
principal amount can be recovered through demand.
TENDER OPTION BONDS are created by coupling an intermediate- or
long-term, tax-exempt bond (generally held pursuant to a custodial
arrangement) with a tender agreement that gives the holder the option to
tender the bond at its face value. As consideration for providing the
tender option, the sponsor (usually a bank, broker-dealer, or other
financial institution) receives periodic fees equal to the difference
between the bond's fixed coupon rate and the rate (determined by a
remarketing or similar agent) that would cause the bond, coupled with the
tender option, to trade at par on the date of such determination. After
payment of the tender option fee, the Fund effectively holds a demand
obligation that bears interest at the prevailing short-term tax-exempt
rate. Subject to applicable regulatory requirements, the Fund may buy
tender option bonds if the agreement gives the Fund the right to tender the
bond to its sponsor no less frequently than once every 397 days. In
selecting tender option bonds for the Fund, FMR will consider the
creditworthiness of the issuer of the underlying bond, the custodian, and
the third party provider of the tender option. In certain instances, a
sponsor may terminate a tender option if, for example, the issuer of the
underlying bond defaults on interest payments.
STANDBY COMMITMENTS are puts that entitle holders to same-day settlement at
an exercise price equal to the amortized cost of the underlying security
plus accrued interest, if any, at the time of exercise. The Fund may
acquire standby commitments to enhance the liquidity of portfolio
securities, but only when the issuers of the commitments present minimal
risk of default.
Ordinarily the Fund will not transfer a standby commitment to a third
party, although it could sell the underlying municipal security to a third
party at any time. The Fund may purchase standby commitments separate from
or in conjunction with the purchase of securities subject to such
commitments. In the latter case, the Fund would pay a higher price for the
securities acquired, thus reducing their yield to maturity. Standby
commitments will not affect the dollar-weighted average maturity of the
Fund, or the valuation of the securities underlying the commitments.
Issuers or financial intermediaries may obtain letters of credit or
other guarantees to support their ability to buy securities on demand.
FMR may rely upon its evaluation of a bank's credit in determining
whether to support an instrument supported by a letter of credit.
I n evaluating a foreign bank's credit, FMR will consider whether
adequate public information about the bank is available and whether
the bank may be subject to unfavorable political or economic
developments, curency controls, or other governmental restrictions that
might affect the bank's ability to honor its credit commitment.
Standby commitments are subject to certain risks, including the ability of
issuers of standby commitments to pay for securities at the time the
commitments are exercised; the fact that standby commitments are not
marketable by the funds; and the possibility that the maturities of the
underlying securities may be different from those of the commitments.
MUNICIPAL LEASE OBLIGATIONS. The Fund may invest a portion of its assets in
municipal leases and participation interests therein. These obligations,
which may take the form of a lease, an installment purchase, or a
conditional sale contract, are issued by state and local governments and
authorities to acquire land and a wide variety of equipment and facilities.
Generally, the Fund will not hold such 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 Fund a specified, undivided interest in the obligation in proportion to
its purchased interest in the total amount of the obligation.
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
are not fully backed by the municipality's credit and 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 purpose by the appropriate legislative body on a
yearly or other periodic basis. If funds are not appropriated for
the following year's lease payments, the lease may terminate, with the
possibility of significant loss to the fund. Non-appropriation
clauses free the issuer from debt issuance limitations.
RESOURCE RECOVERY BONDS are a type of revenue bond issued to build
facilities such as solid waste incinerators or waste-to-energy plants.
Typically, a private corporation will be involved, at least during the
construction phase, and the revenue stream will be secured by fees or rents
paid by municipalities for use of the facilities. The viability of the
resource recovery project, environmental protection regulations and project
operator tax incentives may affect the value and credit quality of resource
recovery bonds.
ZERO COUPON BONDS do not make regular interest payments; instead they are
sold at a deep discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current
income, their prices can be very volatile when interest rates change. In
calculating its daily dividend, the Fund takes into account as income a
portion of the difference between a zero coupon bond purchase price and its
face value.
FEDERALLY TAXABLE OBLIGATIONS. The Fund does not intend to invest, under
normal circumstances, in securities whose interest is federally taxable;
however, from time to time, the Fund may invest a portion of its assets on
a temporary basis in fixed-income obligations whose interest is subject to
federal income tax. For example, the Fund may invest in obligations whose
interest is federally taxable pending the investment or reinvestment in
municipal securities of proceeds from the sale of its shares or sales of
its securities.
Should the Fund invest in federally taxable obligations, it would purchase
securities which in FMR's judgment are of high quality. These would include
obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities; obligations of domestic banks; and repurchase
agreements. The Fund will purchase taxable obligations only if they meet
its quality requirements as set forth on page __.
Proposals to restrict or eliminate the federal income tax exemption for
interest on municipal obligations are introduced before Congress from time
to time. Proposals also may be introduced before state legislatures that
would affect the state tax treatment of the Fund's distributions. If such
proposals were enacted, the availability of municipal obligations and the
value of the Fund's holdings would be affected and the Trustees would
reevaluate the Fund's investment objectives and policies.
The Fund anticipates being as fully invested as practicable in municipal
securities; however, there may be occasions when, as a result of maturities
of the Fund's securities, sales of Fund shares, or in order to meet
redemption requests, the Fund may hold cash that is not earning income. In
addition, there may be occasions when, in order to raise cash to meet
redemptions, the Fund may be required to sell securities at a loss.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the Fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the Fund's investments, FMR may consider various factors
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features) and (5) the nature of the marketplace for
trades (including the ability to assign or offset the Fund's rights and
obligations relating to the investment). Investments currently considered
by the Fund to be illiquid include restricted securities and municipal
lease obligations determined by FMR to be illiquid. In the absence of
market quotations, illiquid investments are valued for purposes of
monitoring amortized cost valuation at fair value as determined in good
faith by a committee appointed by the Board of Trustees. 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 seek to take appropriate steps to protect liquidity.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the 1933
Act , or in a registered public offering. Where registration is
required, the Fund 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 the Fund may be permitted to sell a security
under an effective registration statement. If, during such a period,
adverse market conditions were to develop, the Fund might obtain a less
favorable price than prevailed when it decided to seek registration of the
security. However, in general, the Fund anticipates holding restricted
securities to maturity or selling them in an exempt transaction.
AFFILIATED BANK TRANSACTIONS. The Fund may engage in transactions with
financial institutions that are, or may be considered to be,
"affiliated persons" of the Fund under the 1 940 Act . These
transactions may include 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, the Board
of Trustees has established and periodically r eviews
procedures applicable to transactions involving affiliated financial
institutions.
DELAYED-DELIVERY TRANSACTIONS. The Fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by the Fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security (and more than
seven days in the future). Typically, no interest accrues to the purchaser
until the security is delivered.
When purchasing securities on a delayed-delivery basis, the Fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because the Fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the Fund's other investments. If the Fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, the Fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When the Fund has sold a security on a
delayed-delivery basis, 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,
the Fund could miss a favorable price or yield opportunity, or could suffer
a loss.
The Fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses.
INTERFUND BORROWING PROGRAM. The Fund has received permission from the SEC
to lend money to and borrow money from other funds advised by FMR or its
affiliates, but it will participate in the interfund borrowing program only
as a borrower. Interfund loans normally will extend overnight, but can have
a maximum duration of seven days. The Fund will borrow through the program
only when the costs are equal to or lower than the cost of bank loans. The
Fund will not borrow through the program if total outstanding borrowings,
after doing so, would exceed 15% of total assets. Loans may be called on
one day's notice, and the Fund may have to borrow money from a bank at a
higher interest rate if an interfund loan is called or not renewed.
APPENDIX B
The descriptions that follow are examples of eligible ratings for the Fund.
The Fund may, however, consider the ratings for other types of investments
and the ratings assigned by other rating organizations when determining the
eligibility of a particular investment.
RATINGS
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S COMMERCIAL PAPER RATINGS:
PRIME-1 - issuers (or related institutions) have a superior capacity for
repayment of short-term promissory obligations. Prime-1 repayment capacity
will normally be evidenced by the following characteristics:
- - Leading market positions in well established industries.
- - High rates of return on funds employed.
- - Conservative capitalization structures with moderate reliance on debt and
ample asset protection.
- - Broad margins in earnings coverage of fixed financial charges with high
internal cash generation.
- - Well-established access to a range of financial markets and assured
sources of alternate liquidity.
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S RATINGS OF STATE AND
MUNICIPAL NOTES/VARIABLE RATE INSTRUMENTS:
Moody's rating for state and municipal and other short-term obligations
will be designated Moody's Investment Grade ("MIG" or "VMIG" for variable
rate obligations). Such ratings recognize the differences between
short-term credit risk and long-term risk. Factors affecting the liquidity
of the borrower and cyclical elements are critical in short-term ratings,
while other factors of major importance in long-term borrowing risk are of
lesser importance in the short run. Symbols used will be as follows:
MIG-1/VMIG-1 - This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support, or
demonstrated broad-based access to the market for refinancing.
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S MUNICIPAL BOND RATINGS:
AAA - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S COMMERCIAL
PAPER/VARIABLE RATE INSTRUMENTS RATINGS:
A-1 - This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics will be denoted with a plus (+)
sign designation.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S RATINGS OF STATE AND
MUNICIPAL NOTES:
The rating symbols are as follows:
SP-1 - Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be
given a plus (+) designation.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S MUNICIPAL BOND RATINGS:
AAA - This is the highest rating assigned by Standard & Poor's to a
debt obligation and indicates capacity to pay interest and repay principal
is extremely strong.
[Financials will be provided in a subsequent amendment .]
PART C - OTHER INFORMATION
Item 24. (a) Financial Statements - Financial Statements for the fiscal
year ended May 31, 1994 will be filed by subsequent amendment..
(b) Exhibits
1. (a) Trust Instrument dated June 20, 1991 is incorporated herein by
reference to Exhibit 1(a) to Post-Effective Amendment No. 19.
(b) Certificate of Trust of Fidelity Institutional Tax-Exempt Cash
Portfolios II, dated June 20, 1991 is incorporated herein by reference to
Exhibit 1(b) to Post-Effective Amendment No. 19.
2. Bylaws of the Trust are incorporated herein by reference to Exhibit 2 to
Post-Effective Amendment No. 19.
3. Not applicable.
4. Not applicable.
5. (a) Management Contract between Fidelity Institutional Tax-Exempt Cash
Portfolios II and Fidelity Management & Research Company, dated January
29, 1992, is incorporated herein by reference to Exhibit 5(b) to
Post-Effective Amendment No. 19.
(b) Sub-Advisory Agreement between FMR Texas Inc. and Fidelity Management
& Research Company, dated January 29, 1992, is incorporated herein by
reference to Exhibit 5(b) to Post-Effective Amendment No. 21.
6. (a) General Distribution Agreement between Fidelity Institutional
Tax-Exempt Cash Portfolios and Fidelity Distributors Corporation is
incorporated herein by reference to Exhibit 6(a) to Post-Effective
Amendment No. 21
7. Retirement Plan for Non-Interested Trustees, Directors or General
Partners of Fidelity Institutional Tax-Exempt Cash Portfolios II is
incorporated herein by reference to Exhibit 7 to Post-Effective Amendment
No. 19.
8. (a) Custodian Contract between Fidelity Institutional Tax-Exempt Cash
Portfolios and United Missouri Bank, N.A. dated July 18, 1991 is
incorporated herein by reference to Exhibit 8(b) to Post-Effective
Amendment No. 19.
9. (a) Transfer Agency Agreement between Fidelity Institutional Tax-Exempt
Cash Portfolios and United Missouri Bank, N.A., dated February 20, 1992, is
incorporated herein by reference to Exhibit 9(a) to Post-Effective
Amendment No. 21.
(b) Sub-Transfer Agent Agreement between FMR Corp., Fidelity Investments
Institutional Operations Company and United Missouri Bank, N.A., is
incorporated by reference to Exhibit 9(b) to Post-Effective Amendment No.
23.
(c) Service Agreement between Fidelity Institutional Tax-Exempt Cash
Portfolios and United Missouri Bank, N.A., dated February 20, 1992, is
incorporated herein by reference to Exhibit 9(c) to Post-Effective
Amendment No. 21.
(d) Appointment of Sub-Servicing Agent Agreement between FMR Corp.,
Fidelity Service Co., and United Missouri Bank, N.A., dated February 20,
1992, is incorporated herein by reference to Exhibit 9(d) to Post-Effective
Amendment No.21.
(e) Schedule A to Transfer Agency Agreement between Fidelity
Institutional Tax-Exempt Cash Portfolios and United Missouri Bank, N.A.,
dated February 20, 1992, is incorporated herein by reference to Exhibit
9(e) to Post-Effective Amendment No.21.
(f) Schedule B to Transfer Agency Agreement between Fidelity
Institutional Tax-Exempt Cash Portfolios and United Missouri Bank, N.A.,
dated February 20, 1992, is incorporated herein by reference to Exhibit
9(f) to Post-Effective Amendment No. 21.
(g) Schedule C to Transfer Agency Agreement between Fidelity
Institutional Tax-Exempt Cash Portfolios and United Missouri Bank, N.A.,
dated February 20, 1992, is incorporated herein by reference to Exhibit
9(g) to Post-Effective Amendment No. 21.
10. Opinion and consent of Kirkpatrick & Lockhart as to the legality of
shares issued is incorporated herein by reference to Exhibit 10 to
Post-Effective Amendment No. 19.
11. To be filed by subsequent amendment.
12. Not applicable.
13. Not applicable.
14. Not applicable.
15. Service Plan pursuant to Rule 12b-1 for Fidelity Institutional
Tax-Exempt Cash Portfolios is incorporated herein by reference to Exhibit
15(b) to Post-Effective Amendment No. 21.
16. Schedules for computations of performance quotations for Fidelity
Institutional Tax-Exempt Cash Portfolios II are incorporated herein by
reference to Exhibit 16 to Post-Effective Amendment No. 19.
Item 25. Persons Controlled by or under Common Control with Registrant
The Board of Trustees of Registrant is the same as the Boards of other
funds advised by FMR. In addition, the officers of these funds are
substantially identical. Nonetheless, Registrant takes the position that
it is not under common control with these other funds since the power
residing in the respective boards and officers arises as the result of an
official position with the respective funds.
Item 26. Number of Holders of Securities
Title of Class Number of Record Holders as of March 31, 1994
Fidelity Institutional Tax-Exempt Cash Portfolios 401
Item 27. 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 Declaration
of Trust states that the Registrant shall indemnify any present 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, officer, or both, 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
Registrant 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 Registrant.
In the event of a settlement, no indemnification may be provided unless
there has been a determination, as specified in the Declaration of Trust,
that the officer or trustee did not engage in disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Registrant
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 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 Registrant
included a materially misleading statement or omission. However, the
Registrant 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 Registrant by or on behalf
of the Distributor. The Registrant does not agree to indemnify the parties
against any liability to which they would be subject by reason of their own
disabling conduct.
Pursuant to the agreement by which Fidelity Service Company (Service) is
appointed sub-transfer agent, the Transfer Agent agrees to indemnify
Service for its losses, claims, damages, liabilities and expenses to the
extent the Transfer Agent is entitled to and receives indemnification from
the Registrant for the same events. Under the Transfer Agency Agreement,
the Registrant agrees to indemnify and hold the Transfer Agent harmless
against any losses, claims, damages, liabilities, or expenses resulting
from:
(1) any claim, demand, action or suit brought by any person other than the
Registrant, which names the Transfer Agent and/or the Registrant as a party
and is not based on and does not result from the Transfer Agent's willful
misfeasance, bad faith, negligence or reckless disregard of its 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, negligence or
reckless disregard of its duties) which results from the negligence of the
Registrant, 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 Registrant, 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 Registrant, 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 28. Business and Other Connections of Investment Adviser
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY
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.
<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman of the Executive Committee of FMR; President and
Chief Executive Officer of FMR Corp.; Chairman of the Board
and a Director of FMR, FMR Corp., FMR Texas Inc., Fidelity
Management & Research (U.K.) Inc. and Fidelity
Management & Research (Far East) Inc.; President and
Trustee of funds advised by FMR;
J. Gary Burkhead President of FMR; Managing Director of FMR Corp.; President
and a Director of FMR Texas Inc., Fidelity Management &
Research (U.K.) Inc. and Fidelity Management & Research
(Far East) Inc.; Senior Vice President and Trustee of funds advised
by FMR.
Peter S. Lynch Vice Chairman of FMR (1992).
David Breazzano Vice President of FMR (1993) and of a fund advised by FMR.
Stephan Campbell Vice President of FMR (1993).
Rufus C. Cushman, Jr. Vice President of FMR and of funds advised by FMR; Corporate
Preferred Group Leader.
Will Danof Vice President of FMR (1993) and of a fund advised by FMR.
Scott DeSano Vice President of FMR (1993).
Penelope Dobkin Vice President of FMR and of a fund advised by FMR.
Larry Domash Vice President of FMR (1993).
George Domolky Vice President of FMR (1993) and of a fund advised by FMR.
Charles F. Dornbush Senior Vice President of FMR; Chief Financial Officer of the
Fidelity funds; Treasurer of FMR Texas Inc., Fidelity Management
& Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.
Robert K. Duby Vice President of FMR.
Margaret L. Eagle Vice President of FMR and of a fund advised by FMR.
Kathryn L. Eklund Vice President of FMR.
Richard B. Fentin Senior Vice President of FMR (1993) and of a fund advised by
FMR.
Daniel R. Frank Vice President of FMR and of funds advised by FMR.
Gary L. French Vice President of FMR and Treasurer of the funds advised by
FMR. Prior to assuming the position as Treasurer he was Senior
Vice President, Fund Accounting - Fidelity Accounting &
Custody Services Co.
Michael S. Gray Vice President of FMR and of funds advised by FMR.
Barry A. Greenfield Vice President of FMR and of a fund advised by FMR.
William J. Hayes Senior Vice President of FMR; Income/Growth Group Leader and
International Group Leader.
Robert Haber Vice President of FMR and of funds advised by FMR.
Daniel Harmetz Vice President of FMR and of a fund advised by FMR.
Ellen S. Heller Vice President of FMR.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
John Hickling Vice President of FMR (1993) and of funds advised by FMR.
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Robert F. Hill Vice President of FMR; and Director of Technical Research.
Stephan Jonas Vice President of FMR (1993).
David B. Jones Vice President of FMR (1993).
Steven Kaye Vice President of FMR (1993) and of a fund advised by FMR.
Frank Knox Vice President of FMR (1993).
Robert A. Lawrence Senior Vice President of FMR (1993); and High Income Group
Leader.
Alan Leifer Vice President of FMR and of a fund advised by FMR.
Harris Leviton Vice President of FMR (1993) and of a fund advised by FMR.
Bradford E. Lewis Vice President of FMR and of funds advised by FMR.
Robert H. Morrison Vice President of FMR and Director of Equity Trading.
David Murphy Vice President of FMR and of funds advised by FMR.
Jacques Perold Vice President of FMR.
Brian Posner Vice President of FMR (1993) and of a fund advised by FMR.
Anne Punzak Vice President of FMR and of funds advised by FMR.
Richard A. Spillane Vice President of FMR and of funds advised by FMR; and
Director of Equity Research.
Robert E. Stansky Senior Vice President of FMR (1993) and of funds advised by
FMR.
Thomas Steffanci Senior Vice President of FMR (1993); and Fixed-Income Division
Head.
Gary L. Swayze Vice President of FMR and of funds advised by FMR; and
Tax-Free Fixed-Income Group Leader.
Donald Taylor Vice President of FMR (1993) and of funds advised by FMR.
Beth F. Terrana Senior Vice President of FMR (1993) and of funds advised by
FMR.
Joel Tillinghast Vice President of FMR (1993) and of a fund advised by FMR.
Robert Tucket Vice President of FMR (1993).
George A. Vanderheiden Senior Vice President of FMR; Vice President of funds advised by
FMR; and Growth Group Leader.
Jeffrey Vinik Senior Vice President of FMR (1993) and of a fund advised by
FMR.
Guy E. Wickwire Vice President of FMR and of a fund advised by FMR.
Arthur S. Loring Senior Vice President (1993), Clerk and General Counsel of FMR;
Vice President, Legal of FMR Corp.; and Secretary of funds
advised by FMR.
</TABLE>
(2) FMR TEXAS INC. (FMR Texas)
FMR Texas 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.
<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman and Director of FMR Texas; Chairman of the
Executive Committee of FMR; President and Chief Executive
Officer of FMR Corp.; Chairman of the Board and a Director
of FMR, FMR Corp., Fidelity Management & Research
(Far East) Inc. and Fidelity Management & Research
(U.K.) Inc.; President and Trustee of funds advised by FMR.
J. Gary Burkhead President and Director of FMR Texas; President of FMR;
Managing Director of FMR Corp.; President and a Director of
Fidelity Management & Research (Far East) Inc. and
Fidelity Management & Research (U.K.) Inc.; Senior
Vice President and Trustee of funds advised by FMR.
Frederic L. Henning Jr. Senior Vice President of FMR Texas; Money Market Group
Leader.
Leland Baron Vice President of FMR Texas and of funds advised by FMR.
Thomas D. Maher Vice President of FMR Texas.
Burnell Stehman Vice President of FMR Texas and of funds advised by FMR.
John Todd Vice President of FMR Texas and of funds advised by FMR.
Sarah H. Zenoble Vice President of FMR Texas and of funds advised by FMR.
Charles F. Dornbush Treasurer of FMR Texas; Treasurer of Fidelity Management
& Research (U.K.) Inc.; Treasurer of Fidelity
Management & Research (Far East) Inc.; Senior Vice
President and Chief Financial Officer of the Fidelity funds.
David C. Weinstein Secretary of FMR Texas; Clerk of Fidelity Management
& Research (U.K.) Inc.; Clerk of Fidelity Management
& Research (Far East) Inc.
</TABLE>
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR and the following other funds:
CrestFunds, Inc.
The Victory Funds
ARK Funds
(b)
Name and Principal Positions and Offices Positions and Offices
Business Address* With Underwriter With Registrant
Edward C. Johnson 3d Director Trustee and President
Nita B. Kincaid Director None
W. Humphrey Bogart Director None
Kurt A. Lange President and Treasurer None
William L. Adair Senior Vice President None
Thomas W. Littauer Senior Vice President None
Arthur S. Loring Vice President and Clerk Secretary
* 82 Devonshire Street, Boston, MA
(c) Not applicable.
Item 30. 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 at the principal business address of the Fund at Morris,
Nichols, Arsht & Tunnell, 1201 N. Market Street, P.O. Box 1347,
Wilmington, DE 19895-1347.
Item 31. Management Services
Not applicable.
Item 32. 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(a) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 25 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 6th day
of May 1994.
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS
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)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
/s/Edward C. Johnson 3d(dagger) President and Trustee May 6, 1994
Edward C. Johnson 3d (Principal Executive Officer)
</TABLE>
/s/Gary L. French Treasurer May 6, 1994
Gary L. French
/s/J. Gary Burkhead Trustee May 6, 1994
J. Gary Burkhead
/s/Ralph F. Cox* Trustee May 6, 1994
Ralph F. Cox
/s/Phyllis Burke Davis* Trustee May 6, 1994
Phyllis Burke Davis
/s/Richard J. Flynn* Trustee May 6, 1994
Richard J. Flynn
/s/E. Bradley Jones* Trustee May 6, 1994
E. Bradley Jones
/s/Donald J. Kirk* Trustee May 6, 1994
Donald J. Kirk
/s/Peter S. Lynch* Trustee May 6, 1994
Peter S. Lynch
/s/Edward H. Malone* Trustee May 6, 1994
Edward H. Malone
/s/Marvin L. Mann* Trustee May 6, 1994
Marvin L. Mann
/s/Gerald C. McDonough* Trustee May 6, 1994
Gerald C. McDonough
/s/Thomas R. Williams* Trustee May 6, 1994
Thomas R. Williams
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated October 20, 1993 and filed herewith.
* Signature affixed by Robert Hacker pursuant to a power of attorney dated
October 20, 1993 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:
<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Series I Fidelity Institutional Trust
Fidelity Advisor Series II Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Magellan Fund
Fidelity Advisor Series IV Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series V Fidelity Money Market Trust
Fidelity Advisor Series VI Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VII Fidelity Municipal Trust
Fidelity Advisor Series VIII Fidelity New York Municipal Trust
Fidelity California Municipal Trust Fidelity Puritan Trust
Fidelity Capital Trust Fidelity School Street Trust
Fidelity Charles Street Trust Fidelity Securities Fund
Fidelity Commonwealth Trust Fidelity Select Portfolios
Fidelity Congress Street Fund Fidelity Sterling Performance Portfolio, L.P.
Fidelity Contrafund Fidelity Summer Street Trust
Fidelity Corporate Trust Fidelity Trend Fund
Fidelity Court Street Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Destiny Portfolios Fidelity U.S. Investments-Government Securities
Fidelity Deutsche Mark Performance Fund, L.P.
Portfolio, L.P. Fidelity Union Street Trust
Fidelity Devonshire Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Exchange Fund Spartan U.S. Treasury Money Market
Fidelity Financial Trust Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Fidelity Government Securities Fund Variable Insurance Products Fund II
Fidelity Hastings Street Trust
Fidelity Income Fund
</TABLE>
plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as President and Board Member (collectively, the
"Funds"), hereby severally constitute and appoint J. Gary Burkhead, my true
and lawful attorney-in-fact, with full power of substitution, and with full
power to sign for me and in my name in the appropriate capacity, all
Pre-Effective Amendments to any Registration Statements of the Funds, any
and all subsequent Post-Effective Amendments to said Registration
Statements, any Registration Statements on Form N-14, and any supplements
or other instruments in connection therewith, and generally to do all such
things in my name and behalf in connection therewith as said
attorney-in-fact deem necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and 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.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d October 20, 1993
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:
<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Series I Fidelity Institutional Trust
Fidelity Advisor Series II Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Magellan Fund
Fidelity Advisor Series IV Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series V Fidelity Money Market Trust
Fidelity Advisor Series VI Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VII Fidelity Municipal Trust
Fidelity Advisor Series VIII Fidelity New York Municipal Trust
Fidelity California Municipal Trust Fidelity Puritan Trust
Fidelity Capital Trust Fidelity School Street Trust
Fidelity Charles Street Trust Fidelity Securities Fund
Fidelity Commonwealth Trust Fidelity Select Portfolios
Fidelity Congress Street Fund Fidelity Sterling Performance Portfolio, L.P.
Fidelity Contrafund Fidelity Summer Street Trust
Fidelity Corporate Trust Fidelity Trend Fund
Fidelity Court Street Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Destiny Portfolios Fidelity U.S. Investments-Government Securities
Fidelity Deutsche Mark Performance Fund, L.P.
Portfolio, L.P. Fidelity Union Street Trust
Fidelity Devonshire Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Exchange Fund Spartan U.S. Treasury Money Market
Fidelity Financial Trust Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Fidelity Government Securities Fund Variable Insurance Products Fund II
Fidelity Hastings Street Trust
Fidelity Income Fund
</TABLE>
plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individuals serve as Board Members (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, 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 Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, 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 deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
WITNESS our hands on this twentieth day of October, 1993.
/s/Edward C. Johnson 3d /s/Peter S. Lynch
Edward C. Johnson 3d Peter S. Lynch
/s/J. Gary Burkhead /s/Edward H. Malone
J. Gary Burkhead Edward H. Malone
/s/Richard J. Flynn /s/Gerald C. McDonough
Richard J. Flynn Gerald C. McDonough
/s/E. Bradley Jones /s/Thomas R. Williams
E. Bradley Jones Thomas R. Williams
/s/Donald J. Kirk
Donald J. Kirk
POWER OF ATTORNEY
I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Series I Fidelity Magellan Fund
Fidelity Advisor Series III Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series IV Fidelity Money Market Trust
Fidelity Advisor Series VI Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series VIII Fidelity New York Municipal Trust
Fidelity California Municipal Trust Fidelity Puritan Trust
Fidelity Capital Trust Fidelity School Street Trust
Fidelity Charles Street Trust Fidelity Select Portfolios
Fidelity Commonwealth Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Congress Street Fund Fidelity Summer Street Trust
Fidelity Contrafund Fidelity Trend Fund
Fidelity Deutsche Mark Performance Fidelity Union Street Trust
Portfolio, L.P. Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Devonshire Trust Fidelity U.S. Investments-Government Securities
Fidelity Financial Trust Fund, L.P.
Fidelity Fixed-Income Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Government Securities Fund Spartan U.S. Treasury Money Market
Fidelity Hastings Street Trust Fund
Fidelity Income Fund Variable Insurance Products Fund
Fidelity Institutional Trust Variable Insurance Products Fund II
Fidelity Investment Trust
</TABLE>
plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as a Board Member (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, each of them singly, my true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
WITNESS my hand on the date set forth below.
/s/Ralph F. Cox October 20, 1993
Ralph F. Cox
POWER OF ATTORNEY
I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Series I Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Special Situations Fund
Fidelity Advisor Series IV Fidelity Sterling Performance Portfolio, L.P.
Fidelity Advisor Series VI Fidelity Trend Fund
Fidelity Advisor Series VII Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Advisor Series VIII Fidelity U.S. Investments-Government Securities
Fidelity Contrafund Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity Yen Performance Portfolio, L.P.
Portfolio, L.P. Spartan U.S. Treasury Money Market
Fidelity Fixed-Income Trust Fund
Fidelity Government Securities Fund Variable Insurance Products Fund
Fidelity Hastings Street Trust Variable Insurance Products Fund II
Fidelity Institutional Trust
</TABLE>
plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as a Board Member (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, each of them singly, my true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
WITNESS my hand on the date set forth below.
/s/Marvin L. Mann October 20, 1993
Marvin L. Mann
POWER OF ATTORNEY
I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Series I Fidelity Investment Trust
Fidelity Advisor Series III Fidelity Mt. Vernon Street Trust
Fidelity Advisor Series IV Fidelity School Street Trust
Fidelity Advisor Series VI Fidelity Select Portfolios
Fidelity Advisor Series VIII Fidelity Sterling Performance Portfolio, L.P.
Fidelity Beacon Street Trust Fidelity Trend Fund
Fidelity Capital Trust Fidelity Union Street Trust
Fidelity Commonwealth Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Contrafund Fidelity U.S. Investments-Government Securities
Fidelity Deutsche Mark Performance Fund, L.P.
Portfolio, L.P. Fidelity Yen Performance Portfolio, L.P.
Fidelity Devonshire Trust Spartan U.S. Treasury Money Market
Fidelity Financial Trust Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Fidelity Government Securities Fund Variable Insurance Products Fund II
Fidelity Hastings Street Trust
Fidelity Institutional Trust
</TABLE>
plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as a Board Member (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, each of them singly, my true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
WITNESS my hand on the date set forth below.
/s/Phyllis Burke Davis October 20, 1993
Phyllis Burke Davis
