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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Institutional Tax-Exempt Cash Portfolios
(Name of Registrant)
File No. 2-76309
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Fidelity Institutional Tax-Exempt Cash Portfolios
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Fidelity Institutional Tax-Exempt Cash Portfolios
3.
Investment Company Act File Number: 811-3407
Securities Act File Number: 2-76309
4.
Last day of fiscal year for which this notice is filed: March 31, 1996
5.
Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6.
Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
Number of Shares: 195,104,455
Aggregate Price: 195,104,455
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 527,551,537
Aggregate Price: 527,551,537
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 10,380,101,604
Aggregate Price: 10,380,101,604
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10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 10,380,101,604
Aggregate Price: 10,380,101,604
11.
Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
12.
Calculation of registration fee:
(i)
Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): 10,380,101,604
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (10,380,101,604)
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v)
Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 0
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/2900
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 0
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See Instruction
C.3.
13.
Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
May 17, 1996
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date May 24, 1996
* Please print the name and title of the signing officer below the
signature.
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May 17, 1996
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 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 16, 1996 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 Trust 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 10,380,101,604 shares of the Trust (the "Shares")
sold in reliance upon Rule 24f-2 during the fiscal year ended March
31, 1996.
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 Trust'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
Arthur Loring
Vice President-Legal
May 17, 1996
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 preferences 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 except as herein referenced. No opinion
is expressed herein with respect to the requirements of, or compliance
with, federal or state securities or blue sky laws. Further, we express
no opinion on the sufficiency or accuracy of any registration or offering
documentation relating to the Trust or the Shares. As to any facts
material to our opinion, other than those assumed, we have relied
without independent investigation on the above-referenced documents
and on the accuracy, as of the date hereof, of the matters therein
contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1. The Trust is a duly organized and validly existing business trust
in good standing under the laws of the State of Delaware.
2. The Shares, when issued to Shareholders in accordance with
the terms, conditions, requirements and procedures set forth in the
Governing Instrument, will constitute legally issued, fully paid and non-
assessable Shares of beneficial interest in the Trust.
3. Under the Delaware Act and the terms of the Governing
Instrument, each Shareholder of the Trust, in such capacity, will be
entitled to the same limitation of personal liability as that extended to
stockholders of private corporations for profit organized under the
general corporation law of the State of Delaware; 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
