<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Institutional Tax-Exempt Cash Portfolios
(Name of Registrant)
File No. 2-76309
</PAGE>
<PAGE>
FILE NO. 2-76309
Fidelity Institutional Tax-Exempt Cash Portfolios
:
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended March 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
195,104,455 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
10,940,563,835 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
10,940,563,835 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
10,940,563,835
$
10,940,563,835
Redemptions See Note (2) :
(10,940,563,835)
$
(10,940,563,835)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended March 31, 1995
, aggregated
11,467,825,372
and $11,467,825,372
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Institutional Tax-Exempt Cash Portfolios
:
By John H. Costello
Assistant Treasurer
</PAGE>
May 18, 1995
Mr. John Costello
Assistant Treasurer
Fidelity Institutional Tax-Exempt Cash Portfolios
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Institutional Tax-Exempt Cash Portfolios
(the Fund) is a Delaware
business trust initially created under the name
Fidelity Institutional Tax-
Exempt Cash Portfolios II under a written Trust
Instrument dated June 20,
1991. The name was changed to Fidelity
Institutional Tax-Exempt Cash
Portfolios on January 29, 1992.
I am of the opinion that all legal requirements have
been complied with in
the creation of the Trust and that said Trust is a duly
authorized and validly
existing business trust under the laws of the State of
Delaware. In this
regard, I have relied on the opinion of Delaware
counsel, Morris, Nichols,
Arsht & Tunnell, contained in a letter dated May 12,
1995 with respect to
matters of Delaware law.
I have conducted such legal and factual inquiry as I
have deemed necessary
for the purpose of rendering this opinion.
Capitalized terms used herein, and not otherwise
herein defined, are used
as defined in the Trust Instrument.
Under Article II, Section 2.01, of the Trust
Instrument, the beneficial
interest in the Trust shall be divided into such
transferable Shares of one or
more separate and distinct Series or classes of a
Series as the Trustees shall
from time to time create and establish. The number
of Shares of each
Series, and class thereof, authorized thereunder is
unlimited and each Share
shall be without par value and shall be fully paid and
non-assessable.
Under Article II, Section 2.06, the Trust shall
consist of one or more Series
and the Trustees of each Series shall have full power
and authority, in their
sole discretion, and without obtaining any prior
authorization or vote of the
Shareholders of any Series of the Trust to establish,
designate, and change
in any manner any such Series of Shares with such
preferences, voting
powers, rights and privileges as the Trustees may
from time to time
determine, to divide or combine the Shares or any
Series into a greater or
lesser number, to classify or reclassify any issued
Shares or any Series, and
to take such other action with respect to the Shares
as the Trustees may
deem desirable.
Under Article II, Section 2.07, the Trustees are
empowered to accept
investments in the Trust in cash or securities from
such persons and on
such terms as they may from time to time authorize.
Such investments in
the Trust shall be credited to each Shareholder's
account in the form of full
Shares at the Net Asset Value per Share next
determined after the
investment is received; provided, however, that the
Trustees may, in their
sole discretion, fix the initial Net Asset Value per
share of the initial capital
contribution, impose a sales charge upon
investments in the Trust in such
manner and at such time as determined by the
Trustees, or issue fractional
shares.
By a vote adopted on June 20, 1991, the Board of
Trustees authorized the
issue and sale, from time to time, of an unlimited
number of shares of
beneficial interest of this Fund in accordance with
the terms included in the
then current Registration Statement and subject to
the limitations of the
Trust Instrument and any Amendments thereto.
Pursuant to the provisions
of Article XI, Section 11.09 of the Trust Instrument
and Article XI of the
By-Laws, the Trustees voted on February 16, 1995
to change the fiscal
year end from May 31 to March 31.
I understand from you that, pursuant to Rule 24f-2
under the Investment
Company Act of 1940, the Trust has registered an
indefinite number of
shares of beneficial interest under the Securities Act
of 1933. I further
understand that, pursuant to the provisions of Rule
24f-2, the Trust intends
to file with the Securities and Exchange Commission
a Notice making
definite the registration of 10,940,563,835 shares of
the Trust (the
"Shares") sold in reliance upon Rule 24f-2 during
the fiscal year ended
March 31, 1995.
I am of the opinion that all necessary Trust action
precedent to the issue of
the Shares has been duly taken, and that all the
Shares were legally and
validly issued, and are fully paid and non-assessable
under Delaware law,
subject to the possibility that a court might not apply
such law as described
in the Fund's combined Prospectus and Statement of
Additional
Information under the heading "Shareholder and
Trustee Liability." In
rendering this opinion, I rely on the representation
by the Trust that it or its
agent received consideration for the Shares in
accordance with the Trust
Instrument and I express no opinion as to
compliance with the Securities
Act of 1933, the Investment Company Act of 1940,
or applicable state
"Blue Sky" or other securities laws in connection
with sales of the Shares.
I hereby consent to the filing of this opinion with the
Securities and
Exchange Commission in connection with a Rule
24f-2 Notice which you
are about to file under the 1940 Act with said
Commission.
Sincerely,
/s/ Arthur Loring
Vice President-Legal
May 12, 1995
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re:Fidelity Institutional Tax-Exempt Cash Portfolios
Dear Mr. Loring:
We have acted as special Delaware counsel to Fidelity
Institutional Tax-Exempt Cash Portfolios (formerly
named Fidelity Institutional Tax-Exempt Cash
Portfolios II), a Delaware business trust (the "Trust"),
in connection with certain matters relating to the
organization of the Trust and the issuance of Shares
therein. Capitalized terms used herein and not
otherwise herein defined are used as defined in the
Trust Instrument of the Trust dated June 20, 1991 (the
"Governing Instrument").
In rendering this opinion, we have examined copies of
the following documents, each in the form provided to
us: the Certificate of Trust of the Trust dated as of
June 20, 1991 and filed in the Office of the Secretary of
State of the State of Delaware (the "Recording Office")
on July 9, 1991 (the "Certificate"), as amended by a
Certificate of Amendment thereto dated January 29,
1992 and filed in the Recording Office on January 30,
1992; the Governing Instrument; the Bylaws of the
Trust; minutes of a meeting of the Board of Trustees of
the Trust, dated June 20, 1991; a Certificate of
Secretary of the Trust, certifying as to the acceptance
by certain persons of their positions as trustees of the
Trust; Post-Effective Amendment No. 19 to the Trust's
Registration Statement on Form N-1A as filed with the
Commission on January 29, 1992; and a certification of
good standing of the Trust obtained as of a recent date
from the Recording Office. In such examinations, we
have assumed the genuineness of all signatures, the
conformity to original documents of all documents
submitted to us as copies or drafts of documents to be
executed, and the legal capacity of natural persons to
complete the execution of documents. We have further
assumed for the purpose of this opinion: (i) the due
authorization, execution and delivery by, or on behalf
of, each of the parties thereto of the above-referenced
instruments, certificates and other documents, and of
all documents contemplated by the Governing
Instrument and applicable resolutions of the Trustees to
be executed by investors desiring to become
Shareholders; (ii) the payment of consideration for
Shares, and the application of such consideration, as
provided in the Governing Instrument, and compliance
with the other terms, conditions and restrictions set
forth in the Governing Instrument and all applicable
resolutions of the Trustees in connection with the
issuance of Shares (including, without limitation, the
taking of all appropriate action by the Trustees to
designate Series of Shares and the rights and prefer-
ences attributable thereto as contemplated by the
Governing Instrument); (iii) that appropriate notation
of the names and addresses of, the number of Shares
held by, and the consideration paid by, Shareholders
will be maintained in the appropriate registers and other
books and records of the Trust in connection with the
issuance or transfer of Shares; (iv) that no event has
occurred subsequent to the filing of the Certificate that
would cause a termination or dissolution of the Trust
under Section 11.04 or Section 11.05 of the Governing
Instrument; (v) that the activities of the Trust have been
and will be conducted in accordance with the terms of
the Governing Instrument and the Delaware Act; and
(vi) that each of the documents examined by us is in full
force and effect and has not been modified, supple-
mented or otherwise amended. No opinion is
expressed herein with respect to the requirements of, or
compliance with, federal or state securities or blue sky
laws. Further, we express no opinion on the sufficiency
or accuracy of any registration or offering documenta-
tion relating to the Trust or the Shares. As to any facts
material to our opinion, other than those assumed, we
have relied without independent investigation on the
above-referenced documents and on the accuracy, as of
the date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all
respects to matters of Delaware law, it is our opinion
that:
1.The Trust is a duly organized and validly existing
business trust in good standing under the laws of the
State of Delaware.
2.The Shares, when issued to Shareholders in accor-
dance with the terms, conditions, requirements and
procedures set forth in the Governing Instrument, will
constitute legally issued, fully paid and non-assessable
Shares of beneficial interest in the Trust.
3.Under the Delaware Act and the terms of the Governing Instrument,
each Shareholder of the Trust, in such capacity, will be entitled to the
same limitation of personal liability as that extended to stockholders of
private corporations for profit; provided, however, that we express no
opinion with respect to the liability of any Shareholder who is, was or
may become a named Trustee of the Trust. Neither the existence nor
exercise of the voting rights granted to Shareholders under the
Governing Instrument will, of itself, cause a Shareholder to be deemed
a trustee of the Trust under the Delaware Act.
We understand that you wish to rely as to matters of Delaware law on
the opinion set forth above in connection with the rendering by you of
an opinion to be used as an Exhibit to a Rule 24f-2 filing to be made by
the Trust with the Commission, and we hereby consent to such
reliance. Except as provided in the foregoing sentence, the opinion set
forth above is expressed solely for the benefit of the addressee hereof
and may not be relied upon by any other person or entity for any
purpose without our prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
Arthur S. Loring, Esquire
May 12, 1995
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