SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-78458)
UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 29 [X]
and
REGISTRATION STATEMENT (No. 811-3518)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. [X]
Fidelity Newbury Street Trust (formerly Daily Tax-Exempt Money Fund)
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: 617-563-7000
Arthur S. Loring, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
( ) immediately upon filing pursuant to paragraph (b).
(X ) on (May 30, 1997) pursuant to paragraph (b).
( ) 60 days after filing pursuant to paragraph (a)(1).
( ) on ( ) pursuant to paragraph (a)(1) of Rule 485.
( ) 75 days after filing pursuant to paragraph (a)(2).
( ) on ( ) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
( ) this post-effective amendment designates a new effective date for a
previously filed
post-effective amendment.
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and has filed the Notice required by such
Rule on December 18, 1996. Registrant is succeeding to the Registration
Statement on Form N-1A of Daily Money Fund (2-77909 and 811-3480)
("Predecessor Trust"), insofar as such Registration Statement relates to
Prime Fund and Treasury Fund (formerly known as Money Market Portfolio and
U.S. Treasury Portfolio) of the Predecessor Trust. The Predecessor Trust
has registered an indefinite number of shares of Prime Fund and Treasury
Fund under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the fiscal year
ended October 31, 1996 was filed by the Predecessor Trust with the
Commission on December 18, 1996.
Fidelity Newbury Street Trust
FIDELITY INSTITUTIONAL MONEY MARKET FUNDS CLASS I
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 .............................. Cover Page
2 .............................. Expenses
3 a .............................. Financial Highlights
b .............................. *
c .............................. Performance
d .............................. Cover Page
4 a i............................. Charter
ii........................... Investment Principles and Risks; Securities and
Investment Practices; Fundamental Investment
Policies and Restrictions
b .............................. Securities and Investment Practices
c .............................. Who May Want to Invest; Investment Principles
and Risks; Securities and Investment Practices
5 a .............................. Charter
b i............................. FMR and Its Affiliates
ii........................... FMR and Its Affiliates; Charter; Breakdown of
Expenses
iii.......................... Expenses; Breakdown of Expenses; Management
Fee
c .............................. FMR and Its Affiliates
d .............................. Charter; Breakdown of Expenses; Cover Page;
FMR and Its Affiliates
e .............................. FMR and its Affiliates; Breakdown of Expenses;
Other Expenses
f .............................. Expenses
g .............................. Expenses; FMR and Its Affiliates
5A .............................. *
6 a i............................. Charter
ii........................... How to Buy Shares; How to Sell Shares; Investor
Services; Transaction Details; Exchange
Restrictions
iii.......................... *
b ............................. FMR and Its Affiliates
c .............................. Charter
d .............................. Cover Page; Charter
e .............................. Cover Page; How to Buy Shares; How to Sell
Shares; Investor Services; Exchange Restrictions
f, g .............................. Dividends, Capital Gains, and Taxes
7 a .............................. Charter; Cover Page
b .............................. How to Buy Shares; Transaction Details
c .............................. *
d .............................. How to Buy Shares
e .............................. Transaction Details; Breakdown of Expenses
f .............................. Breakdown of Expenses; Other Expenses
8 .............................. How to Sell Shares; Investor Services; Transaction
Details; Exchange Restrictions
9 .............................. *
</TABLE>
* Not Applicable
FIDELITY INSTITUTIONAL
MONEY MARKET
FUNDS
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a copy of
a fund's most recent financial report and portfolio listing or a copy of
the Statement of Additional Information (SAI) dated May 30 ,
199 7 . The SAI has been filed with the Securities and Exchange
Commission (SEC) and is available along with other related materials on the
SEC's Internet Web site (http://www.sec.gov). The SAI is incorporated
herein by reference (legally forms a part of the prospectus). For a free
copy of either document, contact Fidelity Client Services 82 Devonshire
Street, Boston, MA 02109 at 1-800-843-3001, or your investment
professional.
INVESTMENTS IN THE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT A 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, FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL AMOUNT INVESTED.
LIKE ALL MUTUAL FUNDS, THESE
SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
IMMI-pro-0 597
FUND
NUMBER
TREASURY ONLY CLASS I 680
TREASURY CLASS I 695
GOVERNMENT CLASS I 057
DOMESTIC CLASS I 690
RATED MONEY MARKET CLASS I 052
MONEY MARKET CLASS I 059
TAX-EXEMPT CLASS I 056
PROSPECTUS
MAY 30 , 199 7 (FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET,
BOSTON, MA 02109
CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C>
KEY FACTS WHO MAY WANT TO INVEST
EXPENSES Class I's yearly operating expenses.
FINANCIAL HIGHLIGHTS A summary of each fund's
financial data.
PERFORMANCE
THE FUNDS IN DETAIL CHARTER How each fund is organized.
INVESTMENT PRINCIPLES AND RISKS Each fund's
overall approach to investing.
BREAKDOWN OF EXPENSES How operating costs
are calculated and what they include.
YOUR ACCOUNT HOW TO BUY SHARES Opening an account and
making additional investments.
HOW TO SELL SHARES Taking money out and
closing your account.
INVESTOR SERVICES Services to help you manage
your account.
SHAREHOLDER AND ACCOUNT POLICIES DIVIDENDS, CAPITAL GAINS, AND TAXES
TRANSACTION DETAILS Share price calculations
and the timing of purchases and redemptions.
EXCHANGE RESTRICTIONS
</TABLE>
KEY FACTS
WHO MAY WANT TO INVEST
Each fund offers institutional and corporate investors a convenient and
economical way to invest in a professionally managed portfolio of money
market instruments.
Each fund is designed for investors who would like to earn current income
while preserving the value of their investment.
The rate of income will vary from day to day, generally reflecting
short-term interest rates.
Each fund is managed to keep its share price stable at $1.00. Each of
Treasury Only, Treasury, and Government offers an added measure of safety
with its focus on U.S. Treasury or Government securities.
These funds do not constitute a balanced investment plan. However, because
they emphasize stability, they could be well-suited for a portion of your
investments.
Each fund is composed of multiple classes of shares. All classes of a fund
have a common investment objective and investment portfolio. Class I shares
do not have a sales charge and do not pay a distribution fee. Class II
shares do not have a sales charge, but do pay a 0.15% distribution fee.
Class III shares do not have a sales charge, but do pay a 0.25%
distribution fee. Because Class I shares have no sales charge and do not
pay a distribution fee, Class I shares are expected to have a higher total
return than Class II and Class III shares. You may obtain more information
about Class II and Class III shares, which are not offered through this
prospectus, from your investment professional, or by calling Fidelity
Client Services at 1-800-843-3001. Contact your investment professional to
discuss which class is appropriate for you.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy or
sell Class I shares of a fund.
Maximum sales charge on purchases and reinvested distributions None
Maximum deferred sales charge None
Redemption fee None
Exchange fee None
ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each fund
pays a management fee to Fidelity Management & Research Company (FMR). In
addition, each fund is responsible for certain other expenses.
Class I's expenses are factored into its share price or dividends and are
not charged directly to shareholder accounts (see "Breakdown of Expenses"
on page ).
The following figures are based on historical expenses, adjusted to reflect
current fees, of Class I of each fund and are calculated as a percentage of
average net assets of Class I of each fund. In addition, on behalf of
Rated Money Market, FMR has entered into arrangements with the fund's
custodian and transfer agent whereby interest earned on uninvested cash
balances is used to reduce fund expenses. Each of Treasury Only, Treasury,
Government, Domestic, Money Market, and Tax-Exempt has entered into
arrangements with its custodian and transfer agent whereby interest earned
on uninvested cash balances is used to reduce custodian and transfer agent
expenses.
Class I Operating Expenses
<TABLE>
<CAPTION>
<S> <C> <C>
TREASURY ONLY Management fee 0.20
%
12b-1 fee (Distribution fee) None
Other expense s 0.00%
A
Total operating expenses 0.2 0 %
A
TREASURY Management f e e 0.2 0
%
12b-1 fee (Distribution fee) Non e
Other expense s 0.0 0 %
A
Total operatin g expenses 0.2 0 %
A
GOVERNMENT Management fee 0.20
%
12b-1 fee (Distribution fee) Non e
Other expense s 0.0 0 %
A
Total operating ex p enses 0.2 0 %
A
DOMESTIC Management fee 0.20
%
12b-1 fee (Distribution fee) N o ne
Other expense s 0.0 0 %
A
Total operatin g expenses 0.2 0 %
A
RATED MONEY MARKET Management fee 0.20%
A
12b-1 fee (Distribution fee) N o ne
Other expense s 0.0 0
%
Total operating expen s es 0.2 0 %
A
MONEY MARKET Management fee 0.18%
A
12b-1 fee (Distribution fee) N o ne
Other expense s 0.0 0 %
A
Total operatin g expenses 0.1 8 %
A
TAX-EXEMPT Management fee 0.20
%
12b-1 fee (Distribution fee) None
Other expenses 0.00%
A
Total operating expenses 0.20%
A
</TABLE>
A AFTER EXPENSE REDUCTIONS.
EXPENSE TABLE EXAMPLE: You would pay the following expenses on a $1,000
investment in Class I shares, assuming a 5% annual return and full
redemption at the end of each time period:
1 3 5 10
Year Years Years Years
Treasury Only $ 2 $ 6 $ 1 1 $ 2 6
Treasury $ 2 $ 6 $ 1 1 $ 2 6
Government $ 2 $ 6 $ 1 1 $ 2 6
Domestic $ 2 $ 6 $ 1 1 $ 2 6
Rated Money Market $ 2 $ 6 $ 1 1 $ 2 6
Money Market $ 2 $ 6 $ 1 0 $ 2 3
Tax-Exempt $ 2 $ 6 $ 1 1 $ 2 6
THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY.
FMR has voluntarily agreed to reimburse Class I of each fund to the extent
that total operating expenses exceed 0.20% (0.18% for Money Market) of
its average net assets. If these agreements were not in effect, the
management fee, other expenses, and total operating expenses, as a
percentage of average net assets, of Class I of each fund would have
been, 0.20%, 0.00%, and 0.20% for Treasury Only; 0.20%, 0.04%, and 0.24%
for Treasury; 0.20%, 0.05%, and 0.25% for Government; 0.20%, 0.07%, and
0.27% for Domestic; 0.42%, 0.00%, and 0.42% for Rated Money Market; 0.20%,
0.07%, and 0.27% for Money Market; and 0.20%, 0.06%, and 0.26% for
Tax-Exempt. Expenses eligible for reimbursement do not include
interest, taxes, brokerage commissions and extraordinary expenses.
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow for Treasury, Government,
Domestic and Money Market have been audited by Price Waterhouse LLP,
independent accountants. The financial highlights tables that follow for
Treasury Only, Rated Money Market and Tax-Exempt have been audited by
Coopers & Lybrand L.L.P., independent accountants. The funds' financial
highlights, financial statements, and reports of the auditors are included
in the funds' Annual Report, and are incorporated by reference into (are
legally a part of) the funds' SAI. Contact Fidelity Client Services (Client
Services) for a free copy of the Annual Report or the SAI.
TREASURY ONLY - CLASS I
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Per-Share Data and Ratios
Years ended March 31 1997 1996 1995A 1994B 1993B 1992B 1991C
Net asset value,
beginning of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Income from Investment Operations
Net interest income .050 .054 .033 .032 .031 .045 .055
Less Distributions
From net interest income (.050) (.054) (.033) (.032) (.031) (.045) (.055)
Net asset value, end of
period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Total returnD 5.17% 5.56 3.38 3.27 3.10 4.64 5.63
% % % % % %
Net assets, end of period
(000 omitted) $ 1,156,667 $ 1,361,05 $ 1,266,28 $ 1,049,17 $ 1,047,79 $ 1,197,55 $ 705,543
0 5 0 1 9
Ratio of expenses to
average net assetsE .20% .20 .20 .20 .20 .20 .03
% %F % % % %F
Ratio of net interest
income to average net 5.05% 5.41 5.02 3.22 3.05 4.43 6.34
assets % %F % % % %F
</TABLE>
A AUGUST 1, 1994 TO MARCH 31, 1995
B YEAR ENDED JULY 31
C OCTOBER 3, 1990 (COMMENCEMENT OF OPERATIONS) TO JULY 31, 1991
D TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
E FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
F ANNUALIZED
TREASURY - CLASS I
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Selected Per-Share Data
and Ratios
Years ended March
31 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
Net asset value,
beginning $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
of period
Income from Investment
Operations
Net interest
income .052 .056 .047 .030 .034 .053 .076 .088 .078 .064
Less Distributions
From net interest
income (.052) (.056) (.047) (.030) (.034) (.053) (.076) (.088) (.078) (.064)
Net asset value,
end of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period
Total
returnA 5.30% 5.79% 4.78% 3.06% 3.46% 5.41% 7.87% 9.13% 8.11% 6.60%
Net assets,
end of period $ 5,598,3 $ 7,134,0 $ 4,688,1 $ 4,551,9 $ 5,589,6 $ 5,476,8 $ 3,281,6 $ 1,481,3 $ 658,06 $ 379,50
(000 omitted) 30 49 98 18 63 52 86 24 8 1
Ratio of
expenses to .20% .20% .18% .18% .18% .18% .18% .19% .20% .20%
average net assetsB
Ratio of net interest
income 5.17% 5.61% 4.71% 3.01% 3.38% 5.12% 7.50% 8.63% 7.92% 6.46%
to average net assets
</TABLE>
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
B FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
GOVERNMENT - CLASS I
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Selected Per-Share Data
and Ratios
Years ended March
31 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
Net asset value,
beginning $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
of period
Income from Investment
Operations
Net interest
income .052 .057 .048 .031 .035 .054 .077 .088 .079 .068
Less Distributions
From net interest
income (.052) (.057) (.048) (.031) (.035) (.054) (.077) (.088) (.079) (.068)
Net asset value,
end of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period
Total
returnA 5.37% 5.84% 4.86% 3.13% 3.56% 5.55% 7.94% 9.15% 8.19% 6.98%
Net assets, end
of period $ 2,810,7 $ 3,064,1 $ 3,321,0 $ 3,764,5 $ 5,686,1 $ 4,603,7 $ 3,613,8 $ 2,815,6 $ 1,918,3 $ 1,878,7
(000 omitted) 17 36 66 44 66 81 38 22 42 86
Ratio of expenses
to .20% .20% .18% .18% .18% .18% .18% .20% .20% .20%
average net assetsB
Ratio of net interest
income 5.25% 5.69% 4.77% 3.07% 3.50% 5.33% 7.62% 8.74% 7.90% 6.78%
to average net assets
</TABLE>
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
B FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
DOMESTIC - CLASS I
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Selected Per-Share Data and
Ratios
Years ended March 31 1997 1996 1995 1994 1993 1992 1991 1990D
Net asset value, beginning of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period
Income from Investment
Operations
Net interest income .053 .057 .049 .031 .034 .054 .078 .035
Less Distributions
From net interest income (.053) (.057) (.049) (.031) (.034) (.054) (.078) (.035)
Net asset value, end of
period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Total returnB 5.40% 5.85% 4.97% 3.14% 3.50% 5.50% 8.11% 3.52%
Net assets, end of period (000 $ 919,554 $ 1,117,91 $ 771,937 $ 656,976 $ 804,354 $ 558,727 $ 355,369 $ 330,974
omitted) 7
Ratio of expenses to average .20% .20% .18% .18% .18% .18% .18% .06%A
net assetsC
Ratio of net interest income to 5.26% 5.66% 4.94% 3.09% 3.43% 5.24% 7.79% 8.44%A
average
net assets
</TABLE>
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER..
D NOVEMBER 3, 1989 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1990
RATED MONEY MARKET - CLASS I
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Selected Per-Share Data
and Ratios
Years
ended 1997 1996D 1995E 1994E 1993E 1992F 1991G 1990G 1989G 1988G 1987G
March 31
Net
asset $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
value,
beginning of
period
Income from
Investment
Operations
Net inter
est .053 .032 .054 .033 .029 .034 .063 .080 .089 .070 .062
income
Less
Distributions
From
net (.053) (.032) (.054) (.033) (.029) (.034) (.063) (.080) (.089) (.070) (.062)
interest
income
Net
asset $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
value,
end of period
Total
returnB 5.39% 3.21% 5.53% 3.34% 2.93% 3.44% 6.44% 8.27% 9.26% 7.27% 6.42%
Net
assets,$ 312,892 $ 223,772 $ 300,863 $ 399,333 $ 611,410 $ 765,721 $ 851,872 $ 944,782 $ 1,273,7 $ 1,035,7 $ 1,231,7
end of period 45 56 68
(000 omitted)
Ratio
of .20%C .27%A,C .42% .42% .42% .42%A .42% .42% .42% .42% .42%
expenses to
average
net assets
Ratio of
net 5.26% 5.46%A 5.33% 3.24% 2.89% 4.04%A 6.38% 8.01% 8.91% 7.00% 6.22%
interest
income to
average net
assets
</TABLE>
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D SEPTEMBER 1,1995 TO MARCH 31, 1996
E YEAR ENDED AUGUST 31
F NOVEMBER1, 1991 TO AUGUST 31, 1992
G YEAR ENDED OCTOBER 31
MONEY MARKET - CLASS I
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Selected Per-Share Data and
Ratios
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Years ended March
31 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
Net asset value,
beginning $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
of period
Income from Investment
Operations
Net interest
income .053 .057 .049 .032 .035 .055 .078 .089 .080 .069
Less Distributions
From net interest
income (.053) (.057) (.049) (.032) (.035) (.055) (.078) (.089) (.080) (.069)
Net asset value,
end of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period
Total
returnA 5.43% 5.90% 4.99% 3.20% 3.58% 5.59% 8.13% 9.25% 8.35% 7.14%
Net assets, end of
period $ 8,714,1 $ 6,465,9 $ 5,130,1 $ 3,200,2 $ 4,332,9 $ 3,990,3 $ 4,706,9 $ 4,127,8 $ 2,627,4 $ 2,524,7
(000
omitted) 37 53 23 77 95 95 36 79 50 67
Ratio of expenses
to .18% .18% .18% .18% .18% .18% .18% .20% .20% .20%
average net assetsB
Ratio of net interest
income 5.31% 5.73% 5.00% 3.15% 3.50% 5.42% 7.80% 8.82% 8.11% 6.95%
to average net assets
</TABLE>
A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
B FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
TAX-EXEMPT - CLASS I
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Selected Per-Share Data and Ratios
Years ended March
31 1997 1996 1995D 1994E 1993E 1992E 1991E 1990E 1989E 1988E
Net asset value,
beginning $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
of period
Income from Investment
Operations
Net interest
income .033 .036 .027 .024 .026 .040 .053 .058 .058 .046
Less Distributions
From net interest
income (.033) (.036) (.027) (.024) (.026) (.040) (.053) (.058) (.058) (.046)
Net asset value,
end of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period
Total
returnB 3.40% 3.70% 2.74% 2.44% 2.66% 4.02% 5.40% 6.00% 5.97% 4.72%
Net assets, end of
period $ 2,022,1 $ 1,806,9 $ 1,876,8 $ 2,390,6 $ 2,239,0 $ 2,556,9 $ 2,116,8 $ 1,984,6 $ 2,006,8 $ 2,080,8
(000 omitted) 91 18 15 63 31 95 41 36 67 46
Ratio of expenses
to .20% .19% .18%A .18% .18% .18% .18% .20% .20% .20%
average net assetsC
Ratio of net interest
income 3.34% 3.64% 3.20%A 2.41% 2.62% 3.90% 5.28% 5.82% 5.80% 4.65%
to average net assets
</TABLE>
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D JUNE 1,1994 TO MARCH 31, 1995
E YEAR ENDED MAY 31
PERFORMANCE
Money market fund performance can be measured as TOTAL RETURN or YIELD.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given period,
assuming reinvestment of any dividends and capital gains. A CUMULATIVE
TOTAL RETURN reflects actual performance over a stated period of time. An
AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
returns smooth out variations in performance; they are not the same as
actual year-by-year results.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. When a yield
assumes that income earned is reinvested, it is called an EFFECTIVE YIELD.
A TAX-EQUIVALENT YIELD shows what an investor would have to earn before
taxes to equal a tax-free yield.
SEVEN-DAY YIELD illustrates the income earned by an investment in a money
market fund over a recent seven-day period. Since money market funds
maintain a stable $1.00 share price, current seven-day yields are the most
common illustration of money market fund performance.
The funds' performance and holdings are detailed twice a year in financial
reports, which are sent to all shareholders. For current performance call
Fidelity Client Services at 1-800-843-3001.
THE FUNDS IN DETAIL
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. Treasury Only, Treasury,
Government, Domestic, and Money Market are diversified funds of Fidelity
Institutional Cash Portfolios, an open-end management investment company
organized as a Delaware business trust on May 30, 1993. Rated Money Market
is a diversified fund of Fidelity Money Market Trust, an open-end
management investment company organized as a Delaware business trust on
December 29, 1994. Tax-Exempt is a diversified fund of Fidelity
Institutional Tax-Exempt Cash Portfolios, an open-end management investment
company organized as a Delaware business trust on January 29, 1992. There
is a remote possibility that one fund might become liable for a
misstatement in the prospectus about another fund.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review the funds' performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
The transfer agent will mail proxy materials in advance, including a voting
card and information about the proposals to be voted on. You are entitled
to one vote for each share you own of each of Treasury Only, Treasury,
Government, Domestic, Money Market, and Tax-Exempt. For shareholders of
Rated Money Market, the number of votes you are entitled to is based upon
the dollar value of your investment.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust, respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, Massachusetts 02109. It includes a number
of different subsidiaries and divisions which provide a variety of
financial services and products. The funds employ various Fidelity
companies to perform activities required for their operation.
The funds are managed by FMR, which handles their business affairs. FMR
Texas Inc. (FMR Texas), located in Irving, Texas, has primary
responsibility for providing investment management services.
As of March 31, 1997 , FMR advised funds having approximately 30
million shareholder accounts with a total value of more than $ 438
billion.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services.
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)
performs transfer agent servicing functions for Class I shares of each
fund. UMB Bank, n.a. (UMB) is the transfer agent for Tax-Exempt and is
located at 1010 Grand Avenue, Kansas City, Missouri. UMB employs FIIOC to
perform transfer agent servicing functions for Class I of the fund.
FMR Corp. is the ultimate parent company of FMR and, FMR Texas. Members of
the Edward C. Johnson 3d family are the predominant owners of a class of
shares of common stock representing approximately 49% of the voting power
of FMR Corp. Under the Investment Company Act of 1940 (the 1940 Act),
control of a company is presumed where one individual or group of
individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
As of April 30, 1997, approximately 37.55% of Treasury Only's total
outstanding shares were held by Fist Union National Bank.
To carry out the funds' transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that a fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
EACH FUND'S INVESTMENT APPROACH
When you sell your shares of the funds, they should be worth the same
amount as when you bought them. Of course, there is no guarantee that the
funds will maintain a stable $1.00 share price. The funds follow
industry-standard guidelines on the quality, maturity, and diversification
of their investments, which are designed to help maintain a stable $1.00
share price. The funds will purchase only high-quality securities that FMR
believes present minimal credit risks and will observe maturity
restrictions on securities they buy. In general, securities with longer
maturities are more vulnerable to price changes, although they may provide
higher yields. It is possible that a major change in interest rates or a
default on the funds' investments could cause their share prices (and the
value of your investment) to change.
The funds earn income at current money market rates. Each fund stresses
preservation of capital, liquidity, and income (tax-free income in the case
of Tax-Exempt) and does not seek the higher yields or capital appreciation
that more aggressive investments may provide. Each fund's yield will vary
from day to day, and generally reflects current short-term interest rates
and other market conditions. It is important to note that neither the funds
nor their yields are guaranteed by the U.S. Government.
TREASURY ONLY seeks to obtain as high a level of current income as is
consistent with the preservation of principal and liquidity within the
limitations prescribed for the fund.
The fund invests only in U.S. Treasury securities. The fund does not enter
into repurchase agreements or reverse repurchase agreements.
The fund will invest in those securities whose interest is specifically
exempt from state and local income taxes under federal law; such interest
is not exempt from federal income tax.
TREASURY seeks to obtain as high a level of current income as is consistent
with the preservation of principal and liquidity within the limitations
prescribed for the fund.
The fund invests only in U.S. Treasury securities and repurchase agreements
for these securities. The fund does not enter into reverse repurchase
agreements.
GOVERNMENT seeks to obtain as high a level of current income as is
consistent with the preservation of principal and liquidity within the
limitations prescribed for the fund.
The fund invests only in U.S. Government securities and repurchase
agreements for these securities. The fund also may enter into reverse
repurchase agreements.
DOMESTIC seeks to obtain as high a level of current income as is consistent
with the preservation of principal and liquidity within the limitations
prescribed for the fund.
The fund invests only in the highest-quality U.S. dollar-denominated money
market securities of domestic issuers, including U.S. Government securities
and repurchase agreements. Securities are "highest-quality" if rated in the
highest rating category by at least two nationally recognized rating
services, or by one if only one rating service has rated a security, or, if
unrated, determined to be of equivalent quality by FMR. The fund also may
enter into reverse repurchase agreements.
RATED MONEY MARKET seeks to obtain as high a level of current income as is
consistent with the preservation of principal and liquidity within the
limitations prescribed for the fund.
The fund invests only in U.S. dollar-denominated money market securities of
domestic and foreign issuers rated in the highest rating category by at
least two nationally recognized rating services, U.S. Government
securities, and repurchase agreements. The fund also may enter into reverse
repurchase agreements.
MONEY MARKET seeks to obtain as high a level of current income as is
consistent with the preservation of principal and liquidity within the
limitations prescribed for the fund.
The fund invests only in the highest-quality U.S. dollar-denominated money
market securities of domestic and foreign issuers, including U.S.
Government securities and repurchase agreements. Securities are
"highest-quality" if rated in the highest rating category by at least two
nationally recognized rating services, or by one if only one rating service
has rated a security, or, if unrated, determined to be of equivalent
quality by FMR. The fund also may enter into reverse repurchase agreements.
TAX-EXEMPT seeks to obtain as high a level of interest income exempt from
federal income tax as is consistent with a portfolio of high-quality,
short-term municipal obligations selected on the basis of liquidity and
stability of principal.
The fund invests in municipal money market securities rated in the
highest category by at least one nationally recognized rating service and
in one of the two highest categories by another rating service if rated by
more than one, or, if unrated, determined to be of equivalent quality to
the highest rating category by FMR.
The fund normally invests so that at least 80% of its income distributions
is exempt from federal income tax. The fund does not currently intend to
purchase municipal securities whose interest is subject to the federal
alternative minimum tax.
FMR normally invests the fund's assets according to its investment strategy
and does not expect to invest in federally taxable obligations. The fund
also reserves the right to hold a substantial amount of uninvested cash or
to invest more than normally permitted in federally taxable obligations for
temporary, defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of each fund's limitations and more detailed information
about each fund's investments are contained in the funds' SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with a fund's investment
objective and policies and that doing so will help a fund achieve its goal.
Fund holdings are detailed in each fund's financial reports, which are sent
to shareholders twice a year. For a free SAI or financial report, call
Fidelity Client Services at 1-800-843-3001.
MONEY MARKET SECURITIES are high-quality, short-term instruments issued by
the U.S. Government, corporations, financial institutions, municipalities,
local and state governments, and other entities. These securities may carry
fixed, variable, or floating interest rates. Some money market securities
employ a trust or similar structure to modify the maturity, price
characteristics, or quality of financial assets so that they are eligible
investments for money market funds. If the structure does not perform as
intended, adverse tax or investment consequences may result.
U.S. TREASURY MONEY MARKET SECURITIES are short-term debt obligations
issued by the U.S. Treasury and include bills, notes, and bonds. U.S.
Treasury securities are backed by the full faith and credit of the United
States.
U.S. GOVERNMENT MONEY MARKET SECURITIES are short-term debt instruments
issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. Government. Not all U.S. Government securities
are backed by the full faith and credit of the United States. For example,
U.S. Government securities such as those issued by Fannie Mae are supported
by the instrumentality's right
to borrow money from the U.S. Treasury under certain circumstances. Other
U.S. Government securities, such as those issued by the Federal Farm Credit
Banks Funding Corporation, are supported only by the credit of the entity
that issued them.
MUNICIPAL SECURITIES are issued to raise money for a variety of public or
private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities.
They may be fully or partially backed by the local government, or by the
credit of a private issuer, or the current or anticipated revenues from
specific projects or assets. Because many municipal securities are issued
to finance similar types of projects, especially those relating to
education, healthcare, housing, transportation and utilities, the municipal
markets can be affected by conditions in those sectors. In addition, all
municipal securities may be affected by uncertainties regarding their tax
status, legislative changes, or rights of municipal securities holders. A
municipal security may be owned directly or through a participation
interest.
CREDIT AND LIQUIDITY SUPPORT. Issuers may employ various forms of credit
and liquidity enhancement, including letters of credit, guarantees, puts
and demand features, and insurance, provided by foreign or domestic
entities such as banks and other financial institutions. These arrangements
expose a fund to the credit risk of the entity providing the credit or
liquidity support. Changes in the credit quality of the provider could
affect the value of the security and a fund's share price.
FOREIGN EXPOSURE. Securities issued by foreign entities, including foreign
governments, corporations, and banks, and securities issued by U.S.
entities with substantial foreign operations may involve additional risks
and considerations. Likewise, securities for which foreign entities provide
credit or liquidity support may involve different risks than those
supported by domestic entities. Extensive public information about the
foreign entity may not be available, and unfavorable political, economic,
or governmental developments in the foreign country involved could affect
the repayment of principal or payment of interest.
ASSET-BACKED SECURITIES include interests in pools of mortgages, loans,
receivables, or other assets. Payment of principal and interest may be
largely dependent upon the cash flows generated by the assets backing the
securities.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a benchmark
rate changes. These interest rate adjustments are designed to help
stabilize the security's price.
STRIPPED SECURITIES are the separate income or principal components of a
debt security. The risks associated with stripped securities are similar to
those of other money market securities, although stripped securities may be
more volatile. U.S. Treasury securities that have been stripped by a
Federal Reserve Bank are obligations issued by the U.S. Treasury.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
temporarily transfers possession of a portfolio instrument to another party
in return for cash. This could increase the risk of fluctuation in the
fund's yield or in the market value of its assets.
OTHER MONEY MARKET SECURITIES may include commercial paper, certificates of
deposit, bankers' acceptances, and time deposits.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the obligation could lose
value or become taxable.
OTHER MUNICIPAL SECURITIES may include obligations of U.S. territories and
possessions such as Guam, the Virgin Islands, and Puerto Rico, and their
political subdivisions and public corporations.
PUT FEATURES entitle the holder to put (sell back) a security to the issuer
or another party. In exchange for this benefit, a fund may accept a lower
interest rate. The credit quality of the investment may be affected by the
creditworthiness of the put provider. Demand features, standby commitments,
and tender options are types of put features.
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The viability of a
project or tax incentives could affect the value and credit quality of
these securities.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities, and some other securities, may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to a fund.
RESTRICTION: A fund may not purchase a security if, as a result, more than
10% of its assets would be invested in illiquid securities.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS are trading
practices in which payment and delivery for the securit y take place
at a later date than is customary for that type of security . The
market value of the security could change during this period.
FINANCIAL SERVICES INDUSTRY. Companies in the financial services industry
are subject to various risks related to that industry, such as government
regulation, changes in interest rates, and exposure on loans, including
loans to foreign borrowers. If a fund invests substantially in this
industry, its performance may be affected by conditions affecting the
industry.
RESTRICTIONS: Each of Domestic, Rated Money Market, and Money Market will
invest more than 25% of its total assets in the financial services
industry.
CASH MANAGEMENT. A fund may invest in money market securities, in
repurchase agreements, and in a money market fund available only to funds
and accounts managed by FMR or its affiliates, whose goal is to seek a high
level of current income (exempt from federal income tax in the case of a
municipal money market fund) while maintaining a stable $1.00 share price.
A major change in interest rates or a default on the money market fund's
investments could cause its share price to change.
RESTRICTIONS: Tax-Exempt will not invest in a money market fund. Tax-Exempt
does not currently intend to invest in repurchase agreements. Treasury
Only, Treasury, Government, Domestic, Rated Money Market, and Money Market
do not currently intend to invest in a money market fund.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry or type of
project. Economic, business, or political changes can affect all securities
of a similar type.
RESTRICTIONS: Each of Domestic and Money Market may not invest more than 5%
of its total assets in any one issuer, except that each fund may invest up
to 10% of its total assets in certain other money market funds and
in the highest quality securities of a single issuer for up to three
business days. Rated Money Market may not invest more than 5% of its
total assets in any one issuer, except that the fund may invest up to 25%
of its total assets in certain other money market funds and in the highest
quality securities of a single issuer for up to three business days.
These limitations do not apply to U.S. Government securities.
With respect to 75% of its total assets, Tax-Exempt may not purchase a
security if, as a result, more than 5% of its total assets would be
invested in the securities of a single issuer. Th is
limitation do es not apply to U.S. Government securities.
Tax-Exempt may invest more than 25% of its total assets in tax-free
securities that finance similar types of projects.
BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements, and may make additional
investments while borrowings are outstanding.
RESTRICTIONS: Each of Government, Domestic, Rated Money Market, and Money
Market may borrow only for temporary or emergency purposes, or engage in
reverse repurchase agreements, but not in an amount exceeding 331/3% of its
total assets. Each of Treasury Only, Treasury, and Tax-Exempt may borrow
only for temporary or emergency purposes, but not in an amount exceeding
331/3% of its total assets.
LENDING. A fund may lend money to other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a fund's
total assets. Treasury Only, Treasury, Government, and Tax-Exempt do not
lend money to other funds advised by FMR.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
Treasury Only seeks as high a level of current income as is consistent with
the security of principal and liquidity, and to maintain a constant net
asset value per share (NAV) of $1.00.
Each of Treasury, Government, Domestic, Rated Money Market, and Money
Market seeks to obtain as high a level of current income as is consistent
with the preservation of principal and liquidity within the limitations
prescribed for the fund.
Tax-Exempt seeks to obtain as high a level of interest income exempt from
federal income tax as is consistent with a portfolio of high-quality,
short-term municipal obligations selected on the basis of liquidity and
stability of principal. The fund, under normal conditions, will invest so
that at least 80% of its income distributions is exempt from federal income
tax.
With respect to 75% of its total assets, Tax-Exempt may not purchase a
security if, as a result, more than 5% of its total assets would be
invested in the securities of a single issuer.
Each of Domestic, Rated Money Market, and Money Market will invest more
than 25% of its total assets in obligations of companies in the financial
services industry.
Each of Government, Domestic, Rated Money Market, and Money Market may
borrow only for temporary or emergency purposes, or engage in reverse
repurchase agreements, but not in an amount exceeding 331/3% of its total
assets. Tax-Exempt may borrow only for temporary or emergency purposes, but
not in an amount exceeding 331/3% of its total assets.
Loans, in the aggregate, may not exceed 331/3% of a fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected
in that class's share price or dividends; they are neither billed directly
to shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to an affiliate who provides
assistance with these services. Each fund also pays OTHER EXPENSES, which
are explained on page .
MANAGEMENT FEE
Each fund pays FMR a monthly management fee. Each of Treasury Only,
Treasury, Government, Domestic, Money Market, and Tax-Exempt pays FMR a fee
at an annual rate of 0.20% of its average net assets. Rated Money Market
pays FMR a fee at an annual rate of 0.42% of its average net assets. FMR
pays all of the other expenses of Rated Money Market with limited
exceptions. For the fiscal year ended March 31, 1997 , Treasury Only
paid FMR a management fee at an annual rate of 0.42% of its average net
assets and FMR paid all of the other expenses of Treasury Only with limited
exceptions.
FMR Texas is the funds' sub-adviser and has primary responsibility for
managing their investments. FMR is responsible for providing other
management services. FMR pays FMR Texas 50% of its management fee (before
expense reimbursements) for FMR Texas's services. FMR paid FMR Texas fees
equal to 0.10 % of each of Treasury's, Government's, Domestic's,
Money Market's, and Tax-Exempt's average net assets, and 0.21 % of
each of Treasury Only's and Rated Money Market's average net assets
for the fiscal year ended March 31, 1997.
OTHER EXPENSES
While the management fee is a significant component of each fund's annual
operating costs, the funds have other expenses as well.
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for Class I shares of Treasury Only, Treasury,
Government, Domestic, Rated Money Market, and Money Market (the
Taxable Funds). Fidelity Service Company, Inc. (FSC) calculates the NAV and
dividends for each Taxable Fund, and maintains the general accounting
records for each Taxable Fund. These expenses are paid by FMR on behalf of
Rated Money Market pursuant to its management contract.
For the fiscal year ended March 31, 1997 , Class I of each of
Treasury and Government paid FIIOC fees equal to 0.03 % of its
average net assets, Class I of Domestic paid FIIOC fees equal to 0.04%
of its average net assets, and Class I of Money Market paid FIIOC fees
equal to 0.05% of its average net assets. For the fiscal year ended
March 31, 1997, each of Treasury, Government, Domestic, and Money
Market paid FSC fees equal to 0.01 % of its average net assets.
UMB has entered into a sub-arrangement with FIIOC. FIIOC performs transfer
agency, dividend disbursing and shareholder services for Class I shares of
Tax-Exempt. UMB has also entered into a sub-arrangement with FSC. FSC
calculates the NAV and dividends for Tax-Exempt, and maintains Tax-Exempt's
general accounting records. All of the fees are paid to FIIOC and FSC by
UMB, which is reimbursed by Class I or the fund, as appropriate, for such
payments.
For the fiscal year ended March 31, 1997 , fees paid by UMB to FIIOC
on behalf of Class I of Tax-Exempt amounted to 0.03 % of Class I's
average net assets, and fees paid by UMB to FSC on behalf of Tax-Exempt
amounted to 0.01 % of its average net assets.
Class I of each fund has adopted a DISTRIBUTION AND SERVICE PLAN. Each plan
recognizes that FMR may use its management fee revenues, as well as its
past profits or its resources from any other source, to pay FDC for
expenses incurred in connection with the distribution of Class I shares.
FMR, directly or through FDC, may make payments to third parties, such as
banks or broker-dealers, that engage in the sale of, or provide shareholder
support services for, the funds' Class I shares. Currently the Board of
Trustees of each fund has authorized such payments.
Each fund (other than Rated Money Market) also pays other expenses, such as
legal, audit, and custodian fees; in some instances, proxy solicitation
costs; and the compensation of trustees who are not affiliated with
Fidelity.
Rated Money Market also pays other expenses, such as brokerage fees and
commissions, taxes, and the compensation of trustees who are not affiliated
with Fidelity.
YOUR ACCOUNT
If you invest through an investment professional, your investment
professional, including a broker-dealer or financial institution, may
charge you a transaction fee with respect to the purchase and sale of fund
shares. Read your investment professional's program materials in
conjunction with this prospectus for additional service features or fees
that may apply. Certain features of the funds, such as minimum initial or
subsequent investment amounts, may be modified.
HOW TO BUY SHARES
EACH CLASS'S SHARE PRICE, called NAV, is calculated every business day. The
funds are managed to keep share prices stable at $1.00. Class I shares are
sold without a sales charge.
Shares are purchased at the next NAV calculated after your order is
received and accepted. NAV is normally calculated at the times indicated in
the table below.
NAV Calculation Times
Fund (Eastern Time)
Treasury Only 2:00 p.m.
Treasury 3:00 p.m. and 5:00 p.m.
Government 3:00 p.m. and 5:00 p.m.
Domestic 3:00 p.m. and 5:00 p.m.
Rated Money Market 3:00 p.m. and 5:00 p.m.
Money Market 3:00 p.m.
Tax-Exempt 12:00 noon
It is the responsibility of your investment professional to transmit your
order to buy shares to Fidelity before the close of business on the day you
place your order.
IF YOU ARE NEW TO FIDELITY, an initial investment must be preceded or
accompanied by a completed, signed application, which should be forwarded
to:
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Place a purchase order and wire money into your
account, or
(small solid bullet) Open an account by exchanging from the same class of
any fund that is offered through this prospectus.
INVESTMENTS IN THE FUNDS MUST BE MADE USING THE FEDERAL RESERVE WIRE
SYSTEM. Checks and Automated Clearing House payments will not be
accepted as a means of investment.
For wiring information and instructions, you should call the investment
professional through which you trade or if you trade directly through
Fidelity, call Fidelity Client Services. There is no fee imposed by the
funds for wire purchases. However, if you buy shares through an investment
professional, the investment professional may impose a fee for wire
purchases.
Fidelity Client Services:
Nationwide 1-800-843-3001
In order to receive same-day acceptance of your investment, you must
contact Fidelity Client Services and place your order between 8:30 a.m. and
the following times on days the funds are open for business.
Closing Times
Fund (Eastern Time)
Treasury Only 2:00 p.m.
Treasury 5:00 p.m.
Government 5:00 p.m.
Domestic 5:00 p.m.
Rated Money Market 5:00 p.m.
Money Market 3:00 p.m.
Tax-Exempt 12:00 noon
All wires must be received and accepted by the transfer agent at the
applicable fund's designated wire bank before the close of the Federal
Reserve Wire System on that day.
You are advised to wire funds as early in the day as possible, and to
provide advance notice to Fidelity Client Services for purchases over $10
million ($5 million for Treasury Only).
You will earn dividends on the day of your investment, provided (i) you
contact Fidelity Client Services and place your trade between 8:30 a.m. and
the closing time indicated in the table above on days the fund is open for
business, and (ii) the fund's designated wire bank receives the wire before
the close of the Federal Reserve Wire System on the day your purchase order
is accepted by the transfer agent.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $1,000,000*
MINIMUM BALANCE $1,000,000
* THE MINIMUM INITIAL INVESTMENT OF $1 MILLION MAY BE WAIVED IF YOUR
AGGREGATE BALANCE IN THE FIDELITY INSTITUTIONAL MONEY MARKET FUNDS IS
GREATER THAN $10 MILLION. PLEASE CONTACT FIDELITY CLIENT SERVICES FOR MORE
INFORMATION REGARDING THIS WAIVER.
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next NAV calculated after your order is received and accepted. NAV is
normally calculated at the times indicated in the table on page .
It is the responsibility of your investment professional to transmit your
order to redeem shares to Fidelity before the close of business on the day
you place your order.
Redemption requests may be made by calling Fidelity Client Services at the
phone number listed on page .
You must designate on your account application the U.S. commercial bank
account(s) into which you wish the redemption proceeds to be deposited.
Fidelity Client Services will then notify you that this feature has been
activated and that you may request wire redemptions.
You may change the bank account(s) designated to receive redemption
proceeds at any time prior to making a redemption request. You should send
a letter of instruction, including a signature guarantee, to Fidelity
Client Services at the address shown on page .
You should be able to obtain a signature guarantee from a bank, broker,
dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public
cannot provide a signature guarantee.
There is no fee imposed by the funds for wiring of redemption proceeds.
However, if you sell shares through an investment professional, the
investment professional may impose a fee for wire redemptions.
Redemption proceeds will be wired via the Federal Reserve Wire System to
your bank account of record. If your redemption request is received and
accepted by the transfer agent before the closing time indicated in the
table on page , redemption proceeds will normally be wired on that
day.
A fund reserves the right to take up to seven days to pay you if making
immediate payment would adversely affect the fund.
You are advised to place your trades as early in the day as possible, and
to provide advance notice to Fidelity Client Services for redemptions over
$10 million ($5 million for Treasury Only).
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the transfer agent sends to you include the
following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your account
registration)
(small solid bullet) Account statements (monthly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in a
fund. Call Fidelity Client Services at 1-800-843-3001 if you need
additional copies of financial reports, prospectuses, or historical account
information.
SUB-ACCOUNTING AND SPECIAL SERVICES. Special processing has been arranged
with FIIOC for institutions that wish to open multiple accounts (a master
account and sub-accounts). You may be required to enter into a separate
agreement with FIIOC. Charges for these services, if any, will be
determined based on the level of services to be rendered.
SHAREHOLDER AND ACCOUNT POLICIES
DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net investment income and
capital gains, if any, to shareholders each year. Income dividends are
declared daily and paid monthly.
Income dividends declared are accrued daily throughout the month and are
normally distributed on the first business day of the following month.
Based on prior approval of each fund, dividends relating to Class I shares
redeemed during the month can be distributed on the day of redemption. Each
fund reserves the right to limit this service.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you want
to receive your distributions. Class I offers two options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions, if
any, will be automatically reinvested in additional shares of the same
class of the fund. If you do not indicate a choice on your application, you
will be assigned this option.
2. CASH OPTION. You will be sent a wire for your dividend and capital gain
distributions, if any.
Dividends will be reinvested at each fund's Class I NAV on the last day of
the month. Capital gain distributions, if any, will be reinvested at the
NAV as of the record date of the distribution.
TAXES
As with any investment, you should consider how an investment in the funds
could affect you. Below are some of the funds' tax implications.
TAXES ON DISTRIBUTIONS. Interest income that Tax-Exempt earns is
distributed to shareholders as income dividends. Interest that is federally
tax-free remains tax-free when it is distributed. Distributions from the
Taxable Funds, however, are subject to federal income tax and may also be
subject to state or local taxes. If you live outside the United States,
your distributions from these funds could also be taxed by the country in
which you reside.
For federal tax purposes, income and short-term capital gain distributions
from each Taxable Fund are taxed as dividends; long-term capital gain
distributions, if any, are taxed as long-term capital gains.
However, for shareholders of Tax-Exempt, gain on the sale of tax-free bonds
results in taxable distributions. Short-term capital gains and a portion of
the gain on bonds purchased at a discount are taxed as dividends; long-term
capital gain distributions, if any, are taxed as long-term capital gains.
Mutual fund dividends from U.S. Government securities are generally free
from state and local income taxes. However, particular states may limit
this benefit, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not qualify for the benefit. In
addition, some states may impose intangible property taxes. You should
consult your own tax adviser for details and up-to-date information on the
tax laws in your state.
For the fiscal year ended March 31, 1997 , 100 % of Treasury
Only's; 21 % of Treasury's; 25 % of Government's; 3 % of
Domestic's; 8 % of Rated Money Market's; and 1 % of Money
Market's income distributions were derived from interest on U.S. Government
securities which is generally exempt from state income tax.
Distributions are taxable when they are paid, whether you take them in cash
or reinvest them. However, distributions declared in December and paid in
January are taxable as if they were paid on December 31.
Every January, the transfer agent will send you and the IRS a statement
showing the taxable distributions paid to you in the previous year.
A portion of Tax-Exempt's dividends may be free from state or local taxes.
Income from investments in your state are often tax-free to you. Each year,
the transfer agent will send you a breakdown of Tax-Exempt's income from
each state to help you calculate your taxes.
During the fiscal year ended March 31, 1997 , 100 % of
Tax-Exempt's income dividends was free from federal income tax.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
EACH FUND IS OPEN FOR BUSINESS and its NAV is normally calculated each day
that both the Federal Reserve Bank of Kansas City (Kansas City Fed) (for
Tax-Exempt) or the Federal Reserve Bank of New York (New York Fed) (for the
Taxable Funds) and the New York Stock Exchange (NYSE) are open. The
following holiday closings have been scheduled for 1997: New Year's Day,
Martin Luther King's Birthday, Washington's Birthday, Good Friday, Memorial
Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving
Day, and Christmas Day. Although FMR expects the same holiday schedule to
be observed in the future, the Kansas City Fed or the New York Fed or the
NYSE may modify its holiday schedule at any time. On any day that the
Kansas City Fed or the New York Fed or the NYSE closes early, the principal
government securities markets close early (such as on days in advance of
holidays generally observed by participants in such markets), or as
permitted by the SEC, the right is reserved to advance the time on that day
by which purchase and redemption orders must be received.
To the extent that portfolio securities are traded in other markets on days
when the Kansas City Fed or the New York Fed or the NYSE is closed, each
class'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 closing schedules.
A CLASS'S NAV is the value of a single share. The NAV of Class I of each
fund is computed by adding Class I's pro rata share of the value of the
fund's investments, cash, and other assets, subtracting Class I's pro rata
share of the value of the fund's liabilities, subtracting the liabilities
allocated to Class I, and dividing the result by the number of Class I
shares of that fund that are outstanding. Each fund values its portfolio
securities on the basis of amortized cost. This method minimizes the effect
of changes in a security's market value and helps each fund maintain a
stable $1.00 share price.
EACH FUND'S OFFERING PRICE (price to buy one share) is its NAV. Each fund's
REDEMPTION PRICE (price to sell one share) is its NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your social security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity and the transfer
agent may only be liable for losses resulting from unauthorized
transactions if they do not follow reasonable procedures designed to verify
the identity of the caller. Fidelity and the transfer agent will request
personalized security codes or other information, and may also record
calls. You should verify the accuracy of the confirmation statements
immediately after receipt. If you do not want the ability to redeem and
exchange by telephone, call the transfer agent for instructions. Additional
documentation may be required from corporations, associations, and certain
fiduciaries.
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of a fund.
TO ALLOW FMR TO MANAGE THE FUNDS MOST EFFECTIVELY, you are urged to
initiate all trades as early in the day as possible and to notify Fidelity
Client Services in advance of transactions in excess of $10 million ($5
million for Treasury Only).
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased at the
next NAV calculated after your order is received and accepted. Note the
following:
(small solid bullet) All of your purchases must be made by federal funds
wire; checks will not be accepted for purchases.
(small solid bullet) If your wire is not received by the close of the
Federal Reserve Wire System, you could be liable for any losses or fees a
fund or the transfer agent has incurred or for interest and penalties.
The income declared for Treasury, Government, Domestic and Rated Money
Market is based on estimates of net interest income for the fund. Actual
income may differ from estimates, and differences, if any, will be included
in the calculation of subsequent dividends.
Shareholders of record as of the closing time indicated in the table on
page will be entitled to dividends declared that day.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your order is received and accepted. Note the
following:
(small solid bullet) Shares of each fund do not receive the dividend
declared on the day of redemption.
(small solid bullet) A fund may withhold redemption proceeds until it is
reasonably assured that investments credited to your account have been
received and collected.
When the NYSE, the Kansas City Fed (for Tax-Exempt), or the New York Fed
(for Taxable Funds) is closed (or when trading is restricted) for any
reason other than its customary weekend or holiday closings, or under any
emergency circumstances as determined by the SEC to merit such action, a
fund may suspend redemption or postpone payment dates. In cases of
suspension of the right of redemption, the request for redemption may
either be withdrawn or payment may be made based on the NAV next determined
after the termination of the suspension.
IF YOUR ACCOUNT BALANCE FALLS BELOW $ 1,000,000 you will be given
30 days' notice to reestablish the minimum balance. If you do not increase
your balance, Fidelity reserves the right to close your account and send
the proceeds to you. Your shares will be redeemed at the NAV on the day
your account is closed.
THE TRANSFER AGENT MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the funds without
reimbursement from the funds. Qualified recipients are securities dealers
who have sold fund shares or others, including banks and other financial
institutions, under special arrangements in connection with FDC's sales
activities. In some instances, these incentives may be offered only to
certain institutions whose representatives provide services in connection
with the sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder you have the privilege of exchanging Class I shares of any
fund offered through this prospectus at no charge for Class I shares of any
other fund offered through this prospectus.
An exchange involves the redemption of all or a portion of the shares of
one fund and the purchase of shares of another fund.
BY TELEPHONE. Exchanges may be requested on any day a fund is open for
business by calling Fidelity Client Services at 1-800-843-3001 between 8:30
a.m. and the closing time indicated in the table on page .
BY MAIL. You may exchange shares on any business day by submitting written
instructions with an authorized signature which is on file for that
account. Written requests for exchanges should contain the fund name, class
name, account number, the number of shares to be redeemed, and the name of
the fund to be purchased. Written requests for exchange should be mailed to
Fidelity Client Services at the address on page .
WHEN YOU PLACE AN ORDER TO EXCHANGE SHARES, Class I shares will be redeemed
at the next determined NAV after your order is received and accepted.
Shares of the fund to be acquired will be purchased at its next determined
NAV after redemption proceeds are made available. You should note that,
under certain circumstances, a fund may take up to seven days to make
redemption proceeds available for the exchange purchase of shares of
another fund. In addition, please note the following:
(small solid bullet) Exchanges will not be permitted until a completed and
signed account application is on file.
(small solid bullet) The fund you are exchanging into must be available for
sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincides
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future.
No dealer, sales representative, or any other person has been authorized to
give any information or to make any representations, other than those
contained in this Prospectus and in the related SAI, in connection with the
offer contained in this Prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the funds or FDC. This Prospectus and the related SAI do not
constitute an offer by the funds or by FDC to sell or to buy shares of the
funds to any person to whom it is unlawful to make such offer.
FIDELITY INSTITUTIONAL MONEY MARKET FUNDS CLASS II
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 .............................. Cover Page
2 .............................. Expenses
3 a .............................. Financial Highlights
b .............................. *
c .............................. Performance
d .............................. Cover Page
4 a i............................. Charter
ii........................... Investment Principles and Risks; Securities and
Investment Practices; Fundamental Investment
Policies and Restrictions
b .............................. Securities and Investment Practices
c .............................. Who May Want to Invest; Investment Principles
and Risks; Securities and Investment Practices
5 a .............................. Charter
b i............................. FMR and Its Affiliates
ii........................... FMR and Its Affiliates; Charter; Breakdown of
Expenses
iii.......................... Expenses; Breakdown of Expenses; Management
Fee
c .............................. FMR and Its Affiliates
d .............................. Charter; Breakdown of Expenses; Cover Page;
FMR and Its Affiliates
e .............................. FMR and its Affiliates; Breakdown of Expenses;
Other Expenses
f .............................. Expenses
g .............................. Expenses; FMR and Its Affiliates
5A .............................. *
6 a i............................. Charter
ii........................... How to Buy Shares; How to Sell Shares; Investor
Services; Transaction Details; Exchange
Restrictions
iii.......................... *
b ............................. FMR and Its Affiliates
c .............................. Charter
d .............................. Cover Page; Charter
e .............................. Cover Page; How to Buy Shares; How to Sell
Shares; Investor Services; Exchange Restrictions
f, g .............................. Dividends, Capital Gains, and Taxes
7 a .............................. Charter; Cover Page
b .............................. How to Buy Shares; Transaction Details
c .............................. *
d .............................. How to Buy Shares
e .............................. Transaction Details; Breakdown of Expenses
f .............................. Breakdown of Expenses; Other Expenses
8 .............................. How to Sell Shares; Investor Services; Transaction
Details; Exchange Restrictions
9 .............................. *
</TABLE>
* Not Applicable
FIDELITY INSTITUTIONAL
MONEY MARKET
FUNDS
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a copy of
a fund's most recent financial report and portfolio listing or a copy of
the Statement of Additional Information (SAI) dated May 30, 1997.
The SAI has been filed with the Securities and Exchange Commission (SEC)
and is available along with other related materials on the SEC's Internet
Web site (http://www.sec.gov). The SAI is incorporated herein by reference
(legally forms a part of the prospectus). For a free copy of either
document, contact Fidelity Client Services 82 Devonshire Street, Boston, MA
02109 at 1-800-843-3001, or your investment professional.
INVESTMENTS IN THE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT A 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, FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL AMOUNT INVESTED.
LIKE ALL MUTUAL FUNDS, THESE
SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
IMMII-pro-0597
FUND
NUMBER
TREASURY ONLY CLASS II 542
TREASURY CLASS II 600
GOVERNMENT CLASS II 604
DOMESTIC CLASS II 692
RATED MONEY MARKET CLASS II 619
MONEY MARKET CLASS II 541
TAX-EXEMPT CLASS II 544
PROSPECTUS
MAY 30, 1997(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON,
MA 02109
CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C>
KEY FACTS WHO MAY WANT TO INVEST
EXPENSES Class II's yearly operating expenses.
FINANCIAL HIGHLIGHTS A summary of each fund's
financial data.
PERFORMANCE
THE FUNDS IN DETAIL CHARTER How each fund is organized.
INVESTMENT PRINCIPLES AND RISKS Each fund's
overall approach to investing.
BREAKDOWN OF EXPENSES How operating costs
are calculated and what they include.
YOUR ACCOUNT HOW TO BUY SHARES Opening an account and
making additional investments.
HOW TO SELL SHARES Taking money out and
closing your account.
INVESTOR SERVICES Services to help you manage
your account.
SHAREHOLDER AND ACCOUNT POLICIES DIVIDENDS, CAPITAL GAINS, AND TAXES
TRANSACTION DETAILS Share price calculations
and the timing of purchases and redemptions.
EXCHANGE RESTRICTIONS
</TABLE>
KEY FACTS
WHO MAY WANT TO INVEST
Each fund offers institutional and corporate investors a convenient and
economical way to invest in a professionally managed portfolio of money
market instruments.
Each fund is designed for investors who would like to earn current income
while preserving the value of their investment.
The rate of income will vary from day to day, generally reflecting
short-term interest rates.
Each fund is managed to keep its share price stable at $1.00. Each of
Treasury Only, Treasury, and Government offers an added measure of safety
with its focus on U.S. Treasury or Government securities.
These funds do not constitute a balanced investment plan. However, because
they emphasize stability, they could be well-suited for a portion of your
investments.
Each fund is composed of multiple classes of shares. All classes of a fund
have a common investment objective and investment portfolio. Class I shares
do not have a sales charge and do not pay a distribution fee. Class II
shares do not have a sales charge, but do pay a 0.15% distribution fee.
Class III shares do not have a sales charge, but do pay a 0.25%
distribution fee. Because Class I shares have no sales charge and do not
pay a distribution fee, Class I shares are expected to have a higher total
return than Class II and Class III shares. You may obtain more information
about Class I and Class III shares, which are not offered through this
prospectus, from your investment professional, or by calling Fidelity
Client Services at 1-800-843-3001. Contact your investment professional to
discuss which class is appropriate for you.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy or
sell Class II shares of a fund.
Maximum sales charge on purchases and None
reinvested distributions
Maximum deferred sales charge None
Redemption fee None
Exchange fee None
ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each fund
pays a management fee to Fidelity Management & Research Company (FMR). In
addition, each fund is responsible for certain other expenses.
12b-1 fees are paid by Class II of each fund to the distributor for
services and expenses in connection with the distribution of Class II
shares of each fund.
Class II's expenses are factored into its share price or dividends and are
not charged directly to shareholder accounts (see "Breakdown of Expenses"
on page ).
The following figures are based on historical expenses, adjusted to reflect
current fees, of Class II of each fund and are calculated as a percentage
of average net assets of Class II of each fund. In addition, on behalf of
Rated Money Market, FMR has entered into arrangements with the fund's
custodian and transfer agent whereby interest earned on uninvested cash
balances is used to reduce fund expenses. Each of Treasury Only, Treasury,
Government, Domestic, Money Market, and Tax-Exempt has entered into
arrangements with its custodian and transfer agent whereby interest earned
on uninvested cash balances is used to reduce custodian and transfer agent
expenses. Including this reduction, the total class operating expenses
presented in the table would have been 0.34% for Treasury Only .
Class II Operating Expenses
<TABLE>
<CAPTION>
<S> <C> <C>
TREASURY ONLY Management fee 0.20
%
12b-1 fee (Distribution fee) 0.15
%
Other expenses 0.00%
A
Total operating expenses 0.35%
A
TREASURY Management fee 0.20
%
12b-1 fee (Distribution fee) 0.15
%
Other expenses 0.00%
A
Total operating expenses 0.35%
A
GOVERNMENT Management fee 0.20
%
12b-1 fee (Distribution fee) 0.15
%
Other expenses 0.00%
A
Total operating expenses 0.35%
A
DOMESTIC Management fee 0.20
%
12b-1 fee (Distribution fee) 0.15
%
Other expenses 0.00%
A
Total operating expenses 0.35%
A
RATED MONEY MARKET Management fee 0.20%
A
12b-1 fee (Distribution fee) 0.15
%
Other expenses 0.00
%
Total operating expenses 0.35%
A
MONEY MARKET Management fee 0.18%
A
12b-1 fee (Distribution fee) 0.15
%
Other expenses 0.00%
A
Total operating expenses 0.33%
A
TAX-EXEMPT Management fee 0.20
%
12b-1 fee (Distribution fee) 0.15
%
Other expenses 0.00%
A
Total operating expenses 0.35%
A
</TABLE>
A AFTER EXPENSE REDUCTIONS
EXPENSE TABLE EXAMPLE: You would pay the following expenses on a $1,000
investment in Class II shares, assuming a 5% annual return and full
redemption at the end of each time period:
1 3
Year Years
Treasury Only $ 4 $ 11
Treasury $ 4 $ 11
Government $ 4 $ 11
Domestic $ 4 $ 11
Rated Money Market $ 4 $ 11
Money Market $ 3 $ 11
Tax-Exempt $ 4 $ 11
THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY.
FMR has voluntarily agreed to reimburse Class II of each fund to the extent
that total operating expenses exceed 0.20 % ( 0.18 % for Money
Market) of its average net assets. If these agreements were not in effect,
the management fee, other expenses, and total operating expenses, as a
percentage of average net assets, of Class II of each fund would have been,
0.20 %, 0.00 %, and 0.35 % for Treasury Only;
0.20 %, 0.32 %, and 0.67 % for Treasury; 0.20 %,
0.27 %, and 0.62 % for Government; 0.20 %, 2.02 %,
and 2.37 % for Domestic; 0.42 %, 0.00% , and 0.57 %
for Rated Money Market; 0.20 %, 0.16 %, and 0.51 % for
Money Market; and 0.20 %, 0.22 %, and 0.57 % for
Tax-Exempt. Expenses eligible for reimbursement do not include interest,
taxes, brokerage commissions, extraordinary expenses, and 12b-1 fees.
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow for Treasury, Government,
Domestic and Money Market have been audited by Price Waterhouse LLP,
independent accountants. The financial highlights tables that follow for
Treasury Only, Rated Money Market and Tax-Exempt have been audited by
Coopers & Lybrand L.L.P., independent accountants. The funds' financial
highlights, financial statements, and reports of the auditors are included
in the funds' Annual Report, and are incorporated by reference into (are
legally a part of) the funds' SAI. Contact Fidelity Client Services (Client
Services) for a free copy of the Annual Report or the SAI.
TREASURY ONLY - CLASS II
<TABLE>
<CAPTION>
<S> <C> <C>
Selected Per-Share Data and Ratios
Years ended March 31 1997 1996A
Net asset value, beginning of period $ 1.000 $ 1.000
Income from Investment Operations
Net interest income .049 .020
Less Distributions
From net interest income (.049) (.020)
Net asset value, end of period $ 1.000 $ 1.000
Total returnB 5.01% 2.04%
Net assets, end of period (000 omitted) $ 56,502 $ 102
Ratio of expenses to average net assetsC .35% .35%E
Ratio of expenses to average net assets after expense reductions .34%D .35%E
Ratio of net interest income to average net assets 4.94% 5.03%E
</TABLE>
A NOVEMBER 6, 1995 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD PARTIES
WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.
E ANNUALIZED
TREASURY - CLASS II
<TABLE>
<CAPTION>
<S> <C> <C>
Selected Per-Share Data and Ratios
Years ended March 31 1997 1996A
Net asset value, beginning of period $ 1.000 $ 1.000
Income from Investment Operations
Net interest income .050 .021
Less Distributions
From net interest income (.050) (.021)
Net asset value, end of period $ 1.000 $ 1.000
Total returnB 5.14% 2.14%
Net assets, end of period (000 omitted) $ 89,801 $ 40,470
Ratio of expenses to average net assetsC .35% .35%D
Ratio of net interest income to average net assets 5.01% 5.18%D
</TABLE>
A NOVEMBER 6, 1995 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D ANNUALIZED
GOVERNMENT - CLASS II
<TABLE>
<CAPTION>
<S> <C> <C>
Selected Per-Share Data and Ratios
Years ended March 31 1997 1996A
Net asset value, beginning of period $ 1.000 $ 1.000
Income from Investment Operations
Net interest income .051 .021
Less Distributions
From net interest income (.051) (.021)
Net asset value, end of period $ 1.000 $ 1.000
Total returnB 5.22% 2.16%
Net assets, end of period (000 omitted) $ 108,636 $ 102
Ratio of expenses to average net assetsC .35% .35%D
Ratio of net interest income to average net assets 5.10% 5.33%D
</TABLE>
A NOVEMBER 6, 1995 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D ANNUALIZED
DOMESTIC - CLASS II
<TABLE>
<CAPTION>
<S> <C> <C>
Selected Per-Share Data and Ratios
Years ended March 31 1997 1996D
Net asset value, beginning of period $ 1.000 $ 1.000
Income from Investment Operations
Net interest income .051 .021
Less Distributions
From net interest income (.051) (.021)
Net asset value, end of period $ 1.000 $ 1.000
Total returnB 5.24% 2.15%
Net assets, end of period (000 omitted) $ 4,235 $ 2,105
Ratio of expenses to average net assetsC .35% .35%A
Ratio of net interest income to average net assets 5.10% 5.20%A
</TABLE>
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D NOVEMBER 6, 1995 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1996
RATED MONEY MARKET - CLASS II
<TABLE>
<CAPTION>
<S> <C> <C>
Selected Per-Share Data and Ratios
Years ended March 31 1997 1996D
Net asset value, beginning of period $ 1.000 $ 1.000
Income from Investment Operations
Net interest income .051 .021
Less Distributions
From net interest income (.051) (.021)
Net asset value, end of period $ 1.000 $ 1.000
Total returnB 5.23% 2.15%
Net assets, end of period (000 omitted) $ 14,166 $ 4,709
Ratio of expenses to average net assetsC .35% .35%A
Ratio of net interest income to average net assets 5.14% 5.06%A
</TABLE>
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D NOVEMBER 6, 1995 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1996
MONEY MARKET - CLASS II
<TABLE>
<CAPTION>
<S> <C> <C>
Selected Per-Share Data and Ratios
Years ended March 31 1997 1996A
Net asset value, beginning of period $ 1.000 $ 1.000
Income from Investment Operations
Net interest income .051 .022
Less Distributions
From net interest income (.051) (.022)
Net asset value, end of period $ 1.000 $ 1.000
Total returnB 5.27% 2.17%
Net assets, end of period (000 omitted) $ 167,583 $ 64,200
Ratio of expenses to average net assetsC .33% .33%D
Ratio of net interest income to average net assets 5.16% 5.29%D
</TABLE>
A NOVEMBER 6, 1995 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D ANNUALIZED
TAX-EXEMPT - CLASS II
<TABLE>
<CAPTION>
<S> <C> <C>
Selected Per-Share Data and Ratios
Years ended March 31 1997 1996D
Net asset value, beginning of period $ 1.000 $ 1.000
Income from Investment Operations
Net interest income .032 .013
Less Distributions
From net interest income (.032) (.013)
Net asset value, end of period $ 1.000 $ 1.000
Total returnB 3.25% 1.34%
Net assets, end of period (000 omitted) $ 60,247 $ 968
Ratio of expenses to average net assetsC .35% .35%A
Ratio of net interest income to average net assets 3.21% 3.17%A
</TABLE>
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D NOVEMBER 6, 1995 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1996
PERFORMANCE
Money market fund performance can be measured as TOTAL RETURN or YIELD.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given period,
assuming reinvestment of any dividends and capital gains. A CUMULATIVE
TOTAL RETURN reflects actual performance over a stated period of time. An
AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
returns smooth out variations in performance; they are not the same as
actual year-by-year results.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. When a yield
assumes that income earned is reinvested, it is called an EFFECTIVE YIELD.
A TAX-EQUIVALENT YIELD shows what an investor would have to earn before
taxes to equal a tax-free yield.
SEVEN-DAY YIELD illustrates the income earned by an investment in a money
market fund over a recent seven-day period. Since money market funds
maintain a stable $1.00 share price, current seven-day yields are the most
common illustration of money market fund performance.
The funds' performance and holdings are detailed twice a year in financial
reports, which are sent to all shareholders. For current performance call
Fidelity Client Services at 1-800-843-3001.
THE FUNDS IN DETAIL
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. Treasury Only, Treasury,
Government, Domestic, and Money Market are diversified funds of Fidelity
Institutional Cash Portfolios, an open-end management investment company
organized as a Delaware business trust on May 30, 1993. Rated Money Market
is a diversified fund of Fidelity Money Market Trust, an open-end
management investment company organized as a Delaware business trust on
December 29, 1994. Tax-Exempt is a diversified fund of Fidelity
Institutional Tax-Exempt Cash Portfolios, an open-end management investment
company organized as a Delaware business trust on January 29, 1992. There
is a remote possibility that one fund might become liable for a
misstatement in the prospectus about another fund.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review the funds' performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
The transfer agent will mail proxy materials in advance, including a voting
card and information about the proposals to be voted on. You are entitled
to one vote for each share you own of each of Treasury Only, Treasury,
Government, Domestic, Money Market, and Tax-Exempt. For shareholders of
Rated Money Market, the number of votes you are entitled to is based upon
the dollar value of your investment.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust, respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, Massachusetts 02109. It includes a number
of different subsidiaries and divisions which provide a variety of
financial services and products. The funds employ various Fidelity
companies to perform activities required for their operation.
The funds are managed by FMR, which handles their business affairs. FMR
Texas Inc. (FMR Texas), located in Irving, Texas, has primary
responsibility for providing investment management services.
As of March 31, 1997 , FMR advised funds having approximately 30
million shareholder accounts with a total value of more than $ 438
billion.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services.
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)
performs transfer agent servicing functions for Class II shares of each
fund. UMB Bank, n.a. (UMB) is the transfer agent for Tax-Exempt and is
located at 1010 Grand Avenue, Kansas City, Missouri. UMB employs FIIOC to
perform transfer agent servicing functions for Class II of the fund.
FMR Corp. is the ultimate parent company of FMR and , FMR Texas. Members of
the Edward C. Johnson 3d family are the predominant owners of a class of
shares of common stock representing approximately 49% of the voting power
of FMR Corp. Under the Investment Company Act of 1940 (the 1940 Act),
control of a company is presumed where one individual or group of
individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
As of April 30, 1997, approximately 37.55% of Treasury Only's total
outstanding shares were held by First Union National Bank.
To carry out the funds' transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that a fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
EACH FUND'S INVESTMENT APPROACH
When you sell your shares of the funds, they should be worth the same
amount as when you bought them. Of course, there is no guarantee that the
funds will maintain a stable $1.00 share price. The funds follow
industry-standard guidelines on the quality, maturity, and diversification
of their investments, which are designed to help maintain a stable $1.00
share price. The funds will purchase only high-quality securities that FMR
believes present minimal credit risks and will observe maturity
restrictions on securities they buy. In general, securities with longer
maturities are more vulnerable to price changes, although they may provide
higher yields. It is possible that a major change in interest rates or a
default on the funds' investments could cause their share prices (and the
value of your investment) to change.
The funds earn income at current money market rates. Each fund stresses
preservation of capital, liquidity, and income (tax-free income in the case
of Tax-Exempt) and does not seek the higher yields or capital appreciation
that more aggressive investments may provide. Each fund's yield will vary
from day to day, and generally reflects current short-term interest rates
and other market conditions. It is important to note that neither the funds
nor their yields are guaranteed by the U.S. Government.
TREASURY ONLY s eeks to obtain as high a level of current income as is
consistent with the preservation of principal and liquidity within the
limitations prescribed for the fund .
The fund invests only in U.S. Treasury securities. The fund does not enter
into repurchase agreements or reverse repurchase agreements.
The fund will invest in those securities whose interest is specifically
exempt from state and local income taxes under federal law; such interest
is not exempt from federal income tax.
TREASURY seeks to obtain as high a level of current income as is consistent
with the preservation of principal and liquidity within the limitations
prescribed for the fund.
The fund invests only in U.S. Treasury securities and repurchase agreements
for these securities. The fund does not enter into reverse repurchase
agreements.
GOVERNMENT seeks to obtain as high a level of current income as is
consistent with the preservation of principal and liquidity within the
limitations prescribed for the fund.
The fund invests only in U.S. Government securities and repurchase
agreements for these securities. The fund also may enter into reverse
repurchase agreements.
DOMESTIC seeks to obtain as high a level of current income as is consistent
with the preservation of principal and liquidity within the limitations
prescribed for the fund.
The fund invests only in the highest-quality U.S. dollar-denominated money
market securities of domestic issuers, including U.S. Government securities
and repurchase agreements. Securities are "highest-quality" if rated in the
highest rating category by at least two nationally recognized rating
services, or by one if only one rating service has rated a security, or, if
unrated, determined to be of equivalent quality by FMR. The fund also may
enter into reverse repurchase agreements.
RATED MONEY MARKET seeks to obtain as high a level of current income as is
consistent with the preservation of principal and liquidity within the
limitations prescribed for the fund.
The fund invests only in U.S. dollar-denominated money market securities of
domestic and foreign issuers rated in the highest rating category by at
least two nationally recognized rating services, U.S. Government
securities, and repurchase agreements. The fund also may enter into reverse
repurchase agreements.
MONEY MARKET seeks to obtain as high a level of current income as is
consistent with the preservation of principal and liquidity within the
limitations prescribed for the fund.
The fund invests only in the highest-quality U.S. dollar-denominated money
market securities of domestic and foreign issuers, including U.S.
Government securities and repurchase agreements. Securities are
"highest-quality" if rated in the highest rating category by at least two
nationally recognized rating services, or by one if only one rating service
has rated a security, or, if unrated, determined to be of equivalent
quality by FMR. The fund also may enter into reverse repurchase agreements.
TAX-EXEMPT seeks to obtain as high a level of interest income exempt from
federal income tax as is consistent with a portfolio of high-quality,
short-term municipal obligations selected on the basis of liquidity and
stability of principal.
The fund invests in municipal money market securities rated in the
highest category by at least one nationally recognized rating service and
in one of the two highest categories by another rating service if rated by
more than one, or, if unrated, determined to be of equivalent quality to
the highest rating category by FMR.
The fund normally invests so that at least 80% of its income distributions
is exempt from federal income tax. The fund does not currently intend to
purchase municipal securities whose interest is subject to the federal
alternative minimum tax.
FMR normally invests the fund's assets according to its investment strategy
and does not expect to invest in federally taxable obligations. The fund
also reserves the right to hold a substantial amount of uninvested cash or
to invest more than normally permitted in federally taxable obligations for
temporary, defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of each fund's limitations and more detailed information
about each fund's investments are contained in the funds' SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with a fund's investment
objective and policies and that doing so will help a fund achieve its goal.
Fund holdings are detailed in each fund's financial reports, which are sent
to shareholders twice a year. For a free SAI or financial report, call
Fidelity Client Services at 1-800-843-3001.
MONEY MARKET SECURITIES are high-quality, short-term instruments issued by
the U.S. Government, corporations, financial institutions, municipalities,
local and state governments, and other entities. These securities may carry
fixed, variable, or floating interest rates. Some money market securities
employ a trust or similar structure to modify the maturity, price
characteristics, or quality of financial assets so that they are eligible
investments for money market funds. If the structure does not perform as
intended, adverse tax or investment consequences may result.
U.S. TREASURY MONEY MARKET SECURITIES are short-term debt obligations
issued by the U.S. Treasury and include bills, notes, and bonds. U.S.
Treasury securities are backed by the full faith and credit of the United
States.
U.S. GOVERNMENT MONEY MARKET SECURITIES are short-term debt instruments
issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. Government. Not all U.S. Government securities
are backed by the full faith and credit of the United States. For example,
U.S. Government securities such as those issued by Fannie Mae are
supported by t he instrumentality's right to borrow money from the U.S.
Treasury under
certain circumstances. Other U.S. Government securities, such as those
issued by the Federal Farm Credit Banks Funding Corporation, are supported
only by the credit of the entity that issued them.
MUNICIPAL SECURITIES are issued to raise money for a variety of public or
private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities.
They may be fully or partially backed by the local government, or by the
credit of a private issuer, or the current or anticipated revenues from
specific projects or assets. Because many municipal securities are issued
to finance similar types of projects, especially those relating to
education, healthcare, housing, transportation and utilities, the municipal
markets can be affected by conditions in those sectors. In addition, all
municipal securities may be affected by uncertainties regarding their tax
status, legislative changes, or rights of municipal securities holders. A
municipal security may be owned directly or through a participation
interest.
CREDIT AND LIQUIDITY SUPPORT. Issuers may employ various forms of credit
and liquidity enhancement, including letters of credit, guarantees, puts
and demand features, and insurance, provided by foreign or domestic
entities such as banks and other financial institutions. These arrangements
expose a fund to the credit risk of the entity providing the credit or
liquidity support. Changes in the credit quality of the provider could
affect the value of the security and a fund's share price.
FOREIGN EXPOSURE. Securities issued by foreign entities, including foreign
governments, corporations, and banks, and securities issued by U.S.
entities with substantial foreign operations may involve additional risks
and considerations. Likewise, securities for which foreign entities provide
credit or liquidity support may involve different risks than those
supported by domestic entities. Extensive public information about the
foreign entity may not be available, and unfavorable political, economic,
or governmental developments in the foreign country involved could affect
the repayment of principal or payment of interest.
ASSET-BACKED SECURITIES include interests in pools of mortgages, loans,
receivables, or other assets. Payment of principal and interest may be
largely dependent upon the cash flows generated by the assets backing the
securities.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a benchmark
rate changes. These interest rate adjustments are designed to help
stabilize the security's price.
STRIPPED SECURITIES are the separate income or principal components of a
debt security. The risks associated with stripped securities are similar to
those of other money market securities, although stripped securities may be
more volatile. U.S. Treasury securities that have been stripped by a
Federal Reserve Bank are obligations issued by the U.S. Treasury.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
temporarily transfers possession of a portfolio instrument to another party
in return for cash. This could increase the risk of fluctuation in the
fund's yield or in the market value of its assets.
OTHER MONEY MARKET SECURITIES may include commercial paper, certificates of
deposit, bankers' acceptances, and time deposits.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the obligation could lose
value or become taxable.
OTHER MUNICIPAL SECURITIES may include obligations of U.S. territories and
possessions such as Guam, the Virgin Islands, and Puerto Rico, and their
political subdivisions and public corporations.
PUT FEATURES entitle the holder to put (sell back) a security to the issuer
or another party. In exchange for this benefit, a fund may accept a lower
interest rate. The credit quality of the investment may be affected by the
creditworthiness of the put provider. Demand features, standby commitments,
and tender options are types of put features.
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The viability of a
project or tax incentives could affect the value and credit quality of
these securities.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities, and some other securities, may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to a fund.
RESTRICTION : A fund may not purchase a security if, as a result,
more than 10% of its assets would be invested in illiquid securities.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS are trading
practices in which payment and delivery for the securit y take place
at a later date than is customary for that type of security . The
market value of the security could change during this period.
FINANCIAL SERVICES INDUSTRY. Companies in the financial services industry
are subject to various risks related to that industry, such as government
regulation, changes in interest rates, and exposure on loans, including
loans to foreign borrowers. If a fund invests substantially in this
industry, its performance may be affected by conditions affecting the
industry.
RESTRICTION Each of Domestic, Rated Money Market, and Money Market will
invest more than 25% of its total assets in the financial services
industry.
CASH MANAGEMENT. A fund may invest in money market securities, in
repurchase agreements, and in a money market fund available only to funds
and accounts managed by FMR or its affiliates, whose goal is to seek a high
level of current income (exempt from federal income tax in the case of a
municipal money market fund) while maintaining a stable $1.00 share price.
A major change in interest rates or a default on the money market fund's
investments could cause its share price to change.
RESTRICTIONS: Tax-Exempt will not invest in a money market fund. Tax-Exempt
does not currently intend to invest in repurchase agreements. Treasury
Only, Treasury, Government, Domestic, Rated Money Market, and Money Market
do not currently intend to invest in a money market fund.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry or type of
project. Economic, business, or political changes can affect all securities
of a similar type.
RESTRICTIONS: Each of Domestic and Money Market may not invest more than 5%
of its total assets in any one issuer, except that each fund may invest up
to 10% of its total assets in certain other money market funds and
in the highest quality securities of a single issuer for up to three
business days. Rated Money Market may not invest more than 5% of its
total assets in any one issuer, except that the fund may invest up to 25%
of its total assets in certain other money market funds and in the highest
quality securities of a single issuer for up to three business days.
These limitations do not apply to U.S. Government securities.
With respect to 75% of its total assets, Tax-Exempt may not purchase a
security if, as a result, more than 5% of its total assets would be
invested in the securities of a single issuer. This limitation does not
apply to U.S. Government securities.
Tax-Exempt may invest more than 25% of its total assets in tax-free
securities that finance similar types of projects.
BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements, and may make additional
investments while borrowings are outstanding.
RESTRICTIONS: Each of Government, Domestic, Rated Money Market, and Money
Market may borrow only for temporary or emergency purposes, or engage in
reverse repurchase agreements, but not in an amount exceeding 331/3% of its
total assets. Each of Treasury Only, Treasury, and Tax-Exempt may borrow
only for temporary or emergency purposes, but not in an amount exceeding
331/3% of its total assets.
LENDING. A fund may lend money to other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a fund's
total assets. Treasury Only, Treasury, Government, and Tax-Exempt do not
lend money to other funds advised by FMR.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
Treasury Only seeks as high a level of current income as is consistent with
the security of principal and liquidity, and to maintain a constant net
asset value per share (NAV) of $1.00.
Each of Treasury, Government, Domestic, Rated Money Market, and Money
Market seeks to obtain as high a level of current income as is consistent
with the preservation of principal and liquidity within the limitations
prescribed for the fund.
Tax-Exempt seeks to obtain as high a level of interest income exempt from
federal income tax as is consistent with a portfolio of high-quality,
short-term municipal obligations selected on the basis of liquidity and
stability of principal. The fund, under normal conditions, will invest so
that at least 80% of its income distributions is exempt from federal income
tax.
With respect to 75% of its total assets, Tax-Exempt may not purchase a
security if, as a result, more than 5% of its total assets would be
invested in the securities of a single issuer.
Each of Domestic, Rated Money Market, and Money Market will invest more
than 25% of its total assets in obligations of companies in the financial
services industry.
Each of Government, Domestic, Rated Money Market, and Money Market may
borrow only for temporary or emergency purposes, or engage in reverse
repurchase agreements, but not in an amount exceeding 331/3% of its total
assets. Tax-Exempt may borrow only for temporary or emergency purposes, but
not in an amount exceeding 331/3% of its total assets.
Loans, in the aggregate, may not exceed 331/3% of a fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected in that
class's share price or dividends; they are neither billed directly to
shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to an affiliate who provides
assistance with these services. Each fund also pays OTHER EXPENSES, which
are explained on page .
MANAGEMENT FEE
Each fund pays FMR a monthly management fee. Each of Treasury Only,
Treasury, Government, Domestic, Money Market, and Tax-Exempt pays FMR a fee
at an annual rate of 0.20% of its average net assets. Rated Money Market
pays FMR a fee at an annual rate of 0.42% of its average net assets. FMR
pays all of the other expenses of Rated Money Market with limited
exceptions. For the fiscal year ended March 31, 1997 , Treasury Only
paid FMR a management fee at an annual rate of 0.42% of its average net
assets and FMR paid all of the other expenses of Treasury Only with limited
exceptions.
FMR Texas is the funds' sub-adviser and has primary responsibility for
managing their investments. FMR is responsible for providing other
management services. FMR pays FMR Texas 50% of its management fee (before
expense reimbursements) for FMR Texas's services. FMR paid FMR Texas fees
equal to 0.10 % of each of Treasury's, Government's, Domestic's,
Money Market's, and Tax-Exempt's average net assets, and 0.21 % of
each of Treasury Only's and Rated Money Market's average net assets
for the fiscal year ended March 31, 1997 .
OTHER EXPENSES
While the management fee is a significant component of each fund's annual
operating costs, the funds have other expenses as well.
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for Class II shares of Treasury Only, Treasury,
Government, Domestic, Rated Money Market, and Money Market (the Taxable
Funds). Fidelity Service Company, Inc. (FSC) calculates the NAV and
dividends for each Taxable Fund, and maintains the general accounting
records for each Taxable Fund. These expenses are paid by FMR on behalf of
Rated Money Market pursuant to its management contract.
For the fiscal year ended March 31, 1997 , Class II of each of
Treasury and Money Market paid FIIOC fees equal to 0.03 % of its
average net assets, Class II of Government paid FIIOC fees equal to
0.04 % of its average net assets, and Class II of Domestic paid FIIOC
fees equal to 0.08 % of its average net assets. For the fiscal year
ended March 31, 1997 , each of Treasury, Government, Domestic, and
Money Market paid FSC fees equal to 0.01 % of its average net assets.
UMB has entered into a sub-arrangement with FIIOC. FIIOC performs transfer
agency, dividend disbursing and shareholder services for Class II shares of
Tax-Exempt. UMB has also entered into a sub-arrangement with FSC. FSC
calculates the NAV and dividends for Tax-Exempt, and maintains Tax-Exempt's
general accounting records. All of the fees are paid to FIIOC and FSC by
UMB, which is reimbursed by Class II or the fund, as appropriate, for such
payments.
For the fiscal year ended March 31, 1997 , fees paid by UMB to FIIOC
on behalf of Class II of Tax-Exempt amounted to 0.02 % of Class II's
average net assets, and fees paid by UMB to FSC on behalf of Tax-Exempt
amounted to 0.01 % of its average net assets.
Class II of each fund has adopted a DISTRIBUTION AND SERVICE PLAN. Under
the p lans, Class II of each fund is authorized to pay FDC a monthly
distribution fee as compensation for its services and expenses in
connection with the distribution of Class II shares of each fund .
Class II of each fund currently pays FDC a monthly distribution
fee at an annual rate of 0.15% of its average net assets throughout the
month.
The Plans specifically recognize that FMR may make payments from its
management fee revenue, past profits, or other resources to FDC for
expenses incurred in connection with the distribution of Class II shares,
including payments made to investment professionals that provide
shareholder support services or engage in the sale of the funds' Class II
shares. Currently, t he Board of Trustees of each fund has authorized
such payments.
Each fund (other than Rated Money Market) also pays other expenses, such as
legal, audit, and custodian fees; in some instances, proxy solicitation
costs; and the compensation of trustees who are not affiliated with
Fidelity.
Rated Money Market also pays other expenses, such as brokerage fees and
commissions, taxes, and the compensation of trustees who are not affiliated
with Fidelity.
YOUR ACCOUNT
If you invest through an investment professional, your investment
professional, including a broker-dealer or financial institution, may
charge you a transaction fee with respect to the purchase and sale of fund
shares. Read your investment professional's program materials in
conjunction with this prospectus for additional service features or fees
that may apply. Certain features of the funds, such as minimum initial or
subsequent investment amounts, may be modified.
HOW TO BUY SHARES
EACH CLASS'S SHARE PRICE, called NAV, is calculated every business day. The
funds are managed to keep share prices stable at $1.00. Class II shares are
sold without a sales charge.
Shares are purchased at the next NAV calculated after your order is
received and accepted. NAV is normally calculated at the times indicated in
the table below.
Fund NAV Calculation Times
(Eastern Time)
Treasury Only 2:00 p.m.
Treasury 3:00 p.m. and 5:00 p.m.
Government 3:00 p.m. and 5:00 p.m.
Domestic 3:00 p.m. and 5:00 p.m.
Rated Money Market 3:00 p.m. and 5:00 p.m.
Money Market 3:00 p.m.
Tax-Exempt 12:00 noon
It is the responsibility of your investment professional to transmit your
order to buy shares to Fidelity before the close of business on the day you
place your order.
IF YOU ARE NEW TO FIDELITY, an initial investment must be preceded or
accompanied by a completed, signed application, which should be forwarded
to:
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Place a purchase order and wire money into your
account, or
(small solid bullet) Open an account by exchanging from the same class of
any fund that is offered through this prospectus.
INVESTMENTS IN THE FUNDS MUST BE MADE USING THE FEDERAL RESERVE WIRE
SYSTEM. Checks and Automated Clearing House payments will not be
accepted as a means of investment.
For wiring information and instructions, you should call the investment
professional through which you trade or if you trade directly through
Fidelity, call Fidelity Client Services. There is no fee imposed by the
funds for wire purchases. However, if you buy shares through an investment
professional, the investment professional may impose a fee for wire
purchases.
Fidelity Client Services:
Nationwide 1-800-843-3001
In order to receive same-day acceptance of your investment, you must
contact Fidelity Client Services and place your order between 8:30 a.m. and
the following times on days the funds are open for business.
Closing Times
Fund (Eastern Time)
Treasury Only 2:00 p.m.
Treasury 5:00 p.m.
Government 5:00 p.m.
Domestic 5:00 p.m.
Rated Money Market 5:00 p.m.
Money Market 3:00 p.m.
Tax-Exempt 12:00 noon
All wires must be received and accepted by the transfer agent at the
applicable fund's designated wire bank before the close of the Federal
Reserve Wire System on that day.
You are advised to wire funds as early in the day as possible, and to
provide advance notice to Fidelity Client Services for purchases over $10
million ($5 million for Treasury Only).
You will earn dividends on the day of your investment, provided (i) you
contact Fidelity Client Services and place your trade between 8:30 a.m. and
the closing time indicated in the table above on days the fund is open for
business, and (ii) the fund's designated wire bank receives the wire before
the close of the Federal Reserve Wire System on the day your purchase order
is accepted by the transfer agent.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $1,000,000*
MINIMUM BALANCE $1,000,000
* THE MINIMUM INITIAL INVESTMENT OF $1 MILLION MAY BE WAIVED IF YOUR
AGGREGATE BALANCE IN THE FIDELITY INSTITUTIONAL MONEY MARKET FUNDS IS
GREATER THAN $10 MILLION. PLEASE CONTACT FIDELITY CLIENT SERVICES FOR MORE
INFORMATION REGARDING THIS WAIVER.
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next NAV calculated after your order is received and accepted. NAV is
normally calculated at the times indicated in the table on page .
It is the responsibility of your investment professional to transmit your
order to redeem shares to Fidelity before the close of business on the day
you place your order.
Redemption requests may be made by calling Fidelity Client Services at
the phone number listed on page .
You must designate on your account application the U.S. commercial bank
account(s) into which you wish the redemption proceeds to be deposited.
Fidelity Client Services will then notify you that this feature has been
activated and that you may request wire redemptions.
You may change the bank account(s) designated to receive redemption
proceeds at any time prior to making a redemption request. You should send
a letter of instruction, including a signature guarantee, to Fidelity
Client Services at the address shown on page .
You should be able to obtain a signature guarantee from a bank, broker,
dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public
cannot provide a signature guarantee.
There is no fee imposed by the funds for wiring of redemption proceeds.
However, if you sell shares through an investment professional, the
investment professional may impose a fee for wire redemptions.
Redemption proceeds will be wired via the Federal Reserve Wire System to
your bank account of record. If your redemption request is received and
accepted by the transfer agent before the closing time indicated in the
table on page , redemption proceeds will normally be wired on that
day.
A fund reserves the right to take up to seven days to pay you if making
immediate payment would adversely affect the fund.
You are advised to place your trades as early in the day as possible, and
to provide advance notice to Fidelity Client Services for redemptions over
$10 million ($5 million for Treasury Only).
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the transfer agent sends to you include the
following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your account
registration)
(small solid bullet) Account statements (monthly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in a
fund. Call Fidelity Client Services at 1-800-843-3001 if you need
additional copies of financial reports, prospectuses, or historical account
information.
SUB-ACCOUNTING AND SPECIAL SERVICES. Special processing has been arranged
with FIIOC for institutions that wish to open multiple accounts (a master
account and sub-accounts). You may be required to enter into a separate
agreement with FIIOC. Charges for these services, if any, will be
determined based on the level of services to be rendered.
SHAREHOLDER AND ACCOUNT POLICIES
DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net investment income and
capital gains, if any, to shareholders each year. Income dividends are
declared daily and paid monthly.
Income dividends declared are accrued daily throughout the month and are
normally distributed on the first business day of the following month.
Based on prior approval of each fund, dividends relating to Class II shares
redeemed during the month can be distributed on the day of redemption. Each
fund reserves the right to limit this service.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you want
to receive your distributions. Class II offers two options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions, if
any, will be automatically reinvested in additional shares of the same
class of the fund. If you do not indicate a choice on your application, you
will be assigned this option.
2. CASH OPTION. You will be sent a wire for your dividend and capital gain
distributions, if any.
Dividends will be reinvested at each fund's Class II NAV on the last day of
the month. Capital gain distributions, if any, will be reinvested at the
NAV as of the record date of the distribution.
TAXES
As with any investment, you should consider how an investment in the funds
could affect you. Below are some of the funds' tax implications.
TAXES ON DISTRIBUTIONS. Interest income that Tax-Exempt earns is
distributed to shareholders as income dividends. Interest that is federally
tax-free remains tax-free when it is distributed. Distributions from the
Taxable Funds, however, are subject to federal income tax and may also be
subject to state or local taxes. If you live outside the United States,
your distributions from these funds could also be taxed by the country in
which you reside.
For federal tax purposes, income and short-term capital gain distributions
from each Taxable Fund are taxed as dividends; long-term capital gain
distributions, if any, are taxed as long-term capital gains.
However, for shareholders of Tax-Exempt, gain on the sale of tax-free bonds
results in taxable distributions. Short-term capital gains and a portion of
the gain on bonds purchased at a discount are taxed as dividends; long-term
capital gain distributions, if any, are taxed as long-term capital gains.
Mutual fund dividends from U.S. Government securities are generally free
from state and local income taxes. However, particular states may limit
this benefit, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not qualify for the benefit. In
addition, some states may impose intangible property taxes. You should
consult your own tax adviser for details and up-to-date information on the
tax laws in your state.
For the fiscal year ended March 31, 1997 , 100 % of Treasury
Only's; 21 % of Treasury's; 25 % of Government's; 3 % of
Domestic's; 8 % of Rated Money Market's; and 1 % of Money
Market's income distributions were derived from interest on U.S. Government
securities which is generally exempt from state income tax.
Distributions are taxable when they are paid, whether you take them in cash
or reinvest them. However, distributions declared in December and paid in
January are taxable as if they were paid on December 31.
Every January, the transfer agent will send you and the IRS a statement
showing the taxable distributions paid to you in the previous year.
A portion of Tax-Exempt's dividends may be free from state or local taxes.
Income from investments in your state are often tax-free to you. Each year,
the transfer agent will send you a breakdown of Tax-Exempt's income from
each state to help you calculate your taxes.
During the fiscal year ended March 31, 1997 , 100 % of
Tax-Exempt's income dividends was free from federal income tax.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
EACH FUND IS OPEN FOR BUSINESS and its NAV is normally calculated each day
that both the Federal Reserve Bank of Kansas City (Kansas City Fed) (for
Tax-Exempt) or the Federal Reserve Bank of New York (New York Fed) (for the
Taxable Funds) and the New York Stock Exchange (NYSE) are open. The
following holiday closings have been scheduled for 1997: New Year's Day,
Martin Luther King's Birthday, Washington's Birthday, Good Friday, Memorial
Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving
Day, and Christmas Day. Although FMR expects the same holiday schedule to
be observed in the future, the Kansas City Fed , the New York Fed or
the NYSE may modify its holiday schedule at any time. On any day that the
Kansas City Fed , the New York Fed or the NYSE closes early, the
principal government securities markets close early (such as on days in
advance of holidays generally observed by participants in such markets), or
as permitted by the SEC, the right is reserved to advance the time on that
day by which purchase and redemption orders must be received.
To the extent that portfolio securities are traded in other markets on days
when the Kansas City Fed , the New York Fed or the NYSE is closed,
each class'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 closing schedules.
A CLASS'S NAV is the value of a single share. The NAV of Class II of each
fund is computed by adding Class II's pro rata share of the value of the
fund's investments, cash, and other assets, subtracting Class II's pro rata
share of the value of the fund's liabilities, subtracting the liabilities
allocated to Class II, and dividing the result by the number of Class II
shares of that fund that are outstanding. Each fund values its portfolio
securities on the basis of amortized cost. This method minimizes the effect
of changes in a security's market value and helps each fund maintain a
stable $1.00 share price.
EACH FUND'S OFFERING PRICE (price to buy one share) is its NAV. Each fund's
REDEMPTION PRICE (price to sell one share) is its NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your social security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity and the transfer
agent may only be liable for losses resulting from unauthorized
transactions if they do not follow reasonable procedures designed to verify
the identity of the caller. Fidelity and the transfer agent will request
personalized security codes or other information, and may also record
calls. You should verify the accuracy of the confirmation statements
immediately after receipt. If you do not want the ability to redeem and
exchange by telephone, call the transfer agent for instructions. Additional
documentation may be required from corporations, associations, and certain
fiduciaries.
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of a fund.
TO ALLOW FMR TO MANAGE THE FUNDS MOST EFFECTIVELY, you are urged to
initiate all trades as early in the day as possible and to notify Fidelity
Client Services in advance of transactions in excess of $10 million ($5
million for Treasury Only).
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased at the
next NAV calculated after your order is received and accepted. Note the
following:
(small solid bullet) All of your purchases must be made by federal funds
wire; checks will not be accepted for purchases.
(small solid bullet) If your wire is not received by the close of the
Federal Reserve Wire System, you could be liable for any losses or fees a
fund or the transfer agent has incurred or for interest and penalties.
The income declared for Treasury, Government, Domestic and Rated Money
Market is based on estimates of net interest income for the fund. Actual
income may differ from estimates, and differences, if any, will be included
in the calculation of subsequent dividends.
Shareholders of record as of the closing time indicated in the table on
page will be entitled to dividends declared that day.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your order is received and accepted. Note the
following:
(small solid bullet) Shares of each fund do not receive the dividend
declared on the day of redemption.
(small solid bullet) A fund may withhold redemption proceeds until it is
reasonably assured that investments credited to your account have been
received and collected.
(small solid bullet) When the NYSE, the Kansas City Fed (for Tax-Exempt),
or the New York Fed (for Taxable Funds) is closed (or when trading is
restricted) for any reason other than its customary weekend or holiday
closings, or under any emergency circumstances as determined by the SEC to
merit such action, a fund may suspend redemption or postpone payment dates.
In cases of suspension of the right of redemption, the request for
redemption may either be withdrawn or payment may be made based on the NAV
next determined after the termination of the suspension.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000,000 y ou will be given 30
days' notice to reestablish the minimum balance. If you do not increase
your balance, Fidelity reserves the right to close your account and send
the proceeds to you. Your shares will be redeemed at the NAV on the day
your account is closed.
THE TRANSFER AGENT MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the funds without
reimbursement from the funds. Qualified recipients are securities dealers
who have sold fund shares or others, including banks and other financial
institutions, under special arrangements in connection with FDC's sales
activities. In some instances, these incentives may be offered only to
certain institutions whose representatives provides services in connection
with the sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder you have the privilege of exchanging Class II shares of
any fund offered through this prospectus at no charge for Class II shares
of any other fund offered through this prospectus.
An exchange involves the redemption of all or a portion of the shares of
one fund and the purchase of shares of another fund.
BY TELEPHONE. Exchanges may be requested on any day a fund is open for
business by calling Fidelity Client Services at 1-800-843-3001 between 8:30
a.m. and the closing time indicated in the table on page .
BY MAIL. You may exchange shares on any business day by submitting written
instructions with an authorized signature which is on file for that
account. Written requests for exchanges should contain the fund name, class
name, account number, the number of shares to be redeemed, and the name of
the fund to be purchased. Written requests for exchange should be mailed to
Fidelity Client Services at the address on page .
WHEN YOU PLACE AN ORDER TO EXCHANGE SHARES, Class II shares will be
redeemed at the next determined NAV after your order is received and
accepted. Shares of the fund to be acquired will be purchased at its next
determined NAV after redemption proceeds are made available. You should
note that, under certain circumstances, a fund may take up to seven days to
make redemption proceeds available for the exchange purchase of shares of
another fund. In addition, please note the following:
(small solid bullet) Exchanges will not be permitted until a completed and
signed account application is on file.
(small solid bullet) The fund you are exchanging into must be available for
sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincides
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future.
No dealer, sales representative, or any other person has been authorized to
give any information or to make any representations, other than those
contained in this Prospectus and in the related SAI, in connection with the
offer contained in this Prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the funds or FDC. This Prospectus and the related SAI do not
constitute an offer by the funds or by FDC to sell or to buy shares of the
funds to any person to whom it is unlawful to make such offer.
FIDELITY INSTITUTIONAL MONEY MARKET FUNDS CLASS III
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 .............................. Cover Page
2 .............................. Expenses
3 a .............................. Financial Highlights
b .............................. *
c .............................. Performance
d .............................. Cover Page
4 a i............................. Charter
ii........................... Investment Principles and Risks; Securities and
Investment Practices; Fundamental Investment
Policies and Restrictions
b .............................. Securities and Investment Practices
c .............................. Who May Want to Invest; Investment Principles
and Risks; Securities and Investment Practices
5 a .............................. Charter
b i............................. FMR and Its Affiliates
ii........................... FMR and Its Affiliates; Charter; Breakdown of
Expenses
iii.......................... Expenses; Breakdown of Expenses; Management
Fee
c .............................. FMR and Its Affiliates
d .............................. Charter; Breakdown of Expenses; Cover Page;
FMR and Its Affiliates
e .............................. FMR and its Affiliates; Breakdown of Expenses;
Other Expenses
f .............................. Expenses
g .............................. Expenses; FMR and Its Affiliates
5A .............................. *
6 a i............................. Charter
ii........................... How to Buy Shares; How to Sell Shares; Investor
Services; Transaction Details; Exchange
Restrictions
iii.......................... *
b ............................. FMR and Its Affiliates
c .............................. Charter
d .............................. Cover Page; Charter
e .............................. Cover Page; How to Buy Shares; How to Sell
Shares; Investor Services; Exchange Restrictions
f, g .............................. Dividends, Capital Gains, and Taxes
7 a .............................. Charter; Cover Page
b .............................. How to Buy Shares; Transaction Details
c .............................. *
d .............................. How to Buy Shares
e .............................. Transaction Details; Breakdown of Expenses
f .............................. Breakdown of Expenses; Other Expenses
8 .............................. How to Sell Shares; Investor Services; Transaction
Details; Exchange Restrictions
9 .............................. *
</TABLE>
* Not Applicable
FIDELITY INSTITUTIONAL
MONEY MARKET
FUNDS
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a copy of
a fund's most recent financial report and portfolio listing or a copy of
the Statement of Additional Information (SAI) dated May 30 ,
199 7 . The SAI has been filed with the Securities and Exchange
Commission (SEC) and is available along with other related materials on the
SEC's Internet Web site (http://www.sec.gov). The SAI is incorporated
herein by reference (legally forms a part of the prospectus). For a free
copy of either document, contact Fidelity Client Services 82 Devonshire
Street, Boston, MA 02109 at 1-800-843-3001, or your investment
professional.
INVESTMENTS IN THE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT A 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, FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL AMOUNT INVESTED.
LIKE ALL MUTUAL FUNDS, THESE
SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
IMMIII-pro-0 5 9 7
FUND
NUMBER
TREASURY ONLY CLASS III 543
TREASURY CLASS III 696
GOVERNMENT CLASS III 657
DOMESTIC CLASS III 691
RATED MONEY MARKET CLASS III 652
MONEY MARKET CLASS III 659
TAX-EXEMPT CLASS III 684
PROSPECTUS
MAY 30 , 199 7 (FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET,
BOSTON, MA 02109
CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C>
KEY FACTS WHO MAY WANT TO INVEST
EXPENSES Class III's yearly operating expenses.
FINANCIAL HIGHLIGHTS A summary of each fund's
financial data.
PERFORMANCE
THE FUNDS IN DETAIL CHARTER How each fund is organized.
INVESTMENT PRINCIPLES AND RISKS Each fund's
overall approach to investing.
BREAKDOWN OF EXPENSES How operating costs
are calculated and what they include.
YOUR ACCOUNT HOW TO BUY SHARES Opening an account and
making additional investments.
HOW TO SELL SHARES Taking money out and
closing your account.
INVESTOR SERVICES Services to help you manage
your account.
SHAREHOLDER AND ACCOUNT POLICIES DIVIDENDS, CAPITAL GAINS, AND TAXES
TRANSACTION DETAILS Share price calculations
and the timing of purchases and redemptions.
EXCHANGE RESTRICTIONS
</TABLE>
KEY FACTS
WHO MAY WANT TO INVEST
Each fund offers institutional and corporate investors a convenient and
economical way to invest in a professionally managed portfolio of money
market instruments.
Each fund is designed for investors who would like to earn current income
while preserving the value of their investment.
The rate of income will vary from day to day, generally reflecting
short-term interest rates.
Each fund is managed to keep its share price stable at $1.00. Each of
Treasury Only, Treasury, and Government offers an added measure of safety
with its focus on U.S. Treasury or Government securities.
These funds do not constitute a balanced investment plan. However, because
they emphasize stability, they could be well-suited for a portion of your
investments.
Each fund is composed of multiple classes of shares. All classes of a fund
have a common investment objective and investment portfolio. Class I shares
do not have a sales charge and do not pay a distribution fee. Class II
shares do not have a sales charge, but do pay a 0.15% distribution fee.
Class III shares do not have a sales charge, but do pay a 0.25%
distribution fee. Because Class I shares have no sales charge and do not
pay a distribution fee, Class I shares are expected to have a higher total
return than Class II and Class III shares. You may obtain more information
about Class I and Class II shares, which are not offered through this
prospectus, from your investment professional, or by calling Fidelity
Client Services at 1-800-843-3001. Contact your investment professional to
discuss which class is appropriate for you.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy or
sell Class III shares of a fund.
Maximum sales charge on purchases and reinvested distributions None
Maximum deferred sales charge None
Redemption fee None
Exchange fee None
ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each fund
pays a management fee to Fidelity Management & Research Company (FMR). In
addition, each fund is responsible for certain other expenses.
12b-1 fees are paid by Class III of each fund to the distributor for
services and expenses in connection with the distribution of Class III
shares of each fund.
Class III expenses are factored into its share price or dividends and are
not charged directly to shareholder accounts (see "Breakdown of Expenses"
on page ).
The following figures are based on historical expenses, adjusted to reflect
current fees of Class III of each fund and are calculated as a percentage
of average net assets of Class III of each fund. In addition, on behalf of
Rated Money Market, FMR has entered into arrangements with the fund's
custodian and transfer agent whereby interest earned on uninvested cash
balances is used to reduce fund expenses. Each of Treasury Only, Treasury,
Government, Domestic, Money Market, and Tax-Exempt has entered into
arrangements with its custodian and transfer agent whereby interest earned
on uninvested cash balances is used to reduce custodian and transfer agent
expenses.
Class III Operating Expenses
<TABLE>
<CAPTION>
<S> <C> <C>
TREASURY ONLY Management fee 0.20
%
12b-1 fee (Distribution fee) 0.25
%
Other expenses 0.00%
A
Total operating expenses 0.45%
A
TREASURY Management fee 0.20
%
12b-1 fee (Distribution fee) 0.25
%
Other expenses 0.00%
A
Total operating expenses 0.45%
A
GOVERNMENT Management fee 0.20
%
12b-1 fee (Distribution fee) 0.25
%
Other expenses 0.00%
A
Total operating expenses 0.45%
A
DOMESTIC Management fee 0.20
%
12b-1 fee (Distribution fee) 0.25
%
Other expenses 0.00%
A
Total operating expenses 0.45%
A
RATED MONEY MARKET Management fee 0.20%
A
12b-1 fee (Distribution fee) 0.25
%
Other expenses 0.00
%
Total operating expenses 0.45%
A
MONEY MARKET Management fee 0.18%
A
12b-1 fee (Distribution fee) 0.25
%
Other expenses 0.00%
A
Total operating expenses 0.43%
A
TAX-EXEMPT Management fee 0.20
%
12b-1 fee (Distribution fee) 0.25
%
Other expenses 0.00%
A
Total operating expenses 0.45%
A
</TABLE>
A AFTER EXPENSE REDUCTIONS
EXPENSE TABLE EXAMPLE: You would pay the following expenses on a $1,000
investment in Class III shares, assuming a 5% annual return and full
redemption at the end of each time period:
1 3 5 10
Year Years Years Years
Treasury Only $ 5 $ 14 n/a n/a
Treasury $ 5 $ 14 $ 25 $ 57
Government $ 5 $ 14 $ 25 $ 57
Domestic $ 5 $ 14 $ 25 $ 57
Rated Money Market $ 5 $ 14 n/a n/a
Money Market $ 4 $ 14 $ 24 $ 54
Tax-Exempt $ 5 $ 14 n/a n/a
THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED COSTS OR RETURNS, ALL OF WHICH MAY VARY.
FMR has voluntarily agreed to reimburse Class III of each fund to the
extent that total operating expenses exceed 0.20 % ( 0.18 % for
Money Market) of its average net assets. If these agreements were not in
effect, the management fee, other expenses, and total operating expenses,
as a percentage of average net assets, of Class III of each fund would have
been, 0. 20 %, 0. 00 %, and 0. 45 % for Treasury Only;
0. 20 %, 0. 05 %, and 0. 50 % for Treasury; 0. 20 %,
0. 12 %, and 0. 57 % for Government; 0. 20 %, 0. 16 %,
and 0. 61 % for Domestic; 0. 42 %, 0. 00 %, and 0. 67 %
for Rated Money Market; 0. 20 %, 0. 09 %, and 0. 54 % for
Money Market; and 0. 20 %, 1.31 %, and 1.76 % for
Tax-Exempt. Expenses eligible for reimbursement do not include interest,
taxes, brokerage commissions, extraordinary expenses, and 12b-1 fees.
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow for Treasury, Government,
Domestic and Money Market have been audited by Price Waterhouse LLP,
independent accountants. The financial highlights tables that follow for
Treasury Only, Rated Money Market and Tax-Exempt have been audited by
Coopers & Lybrand L.L.P., independent accountants. The funds' financial
highlights, financial statements, and reports of the auditors are included
in the funds' Annual Report, and are incorporated by reference into (are
legally a part of) the funds' SAI. Contact Fidelity Client Services (Client
Services) for a free copy of the Annual Report or the SAI.
TREASURY ONLY - CLASS III
<TABLE>
<CAPTION>
<S> <C> <C>
Selected Per-Share Data and Ratios
Years ended March 31 1997 1996A
Net asset value, beginning of period $ 1.000 $ 1.000
Income from Investment Operations
Net interest income .048 .020
Less Distributions
From net interest income (.048) (.020)
Net asset value, end of period $ 1.000 $ 1.000
Total returnB 4.90% 2.00%
Net assets, end of period (000 omitted) $ 36,006 $ 4,097
Ratio of expenses to average net assetsC .45% .45%D
Ratio of net interest income to average net assets 4.82% 4.86%D
</TABLE>
A NOVEMBER 6, 1995 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D ANNUALIZED
TREASURY - CLASS III
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Selected Per-Share Data and Ratios
Years ended March 31 1997 1996 1995 1994
Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000 $ 1.000
Income from Investment Operations
Net interest income .049 .054 .044 .012
Less Distributions
From net interest income (.049) (.054) (.044) (.012)
Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000
Total returnB 5.03% 5.50% 4.45% 1.21%
Net assets, end of period (000 omitted) $ 3,624,195 $ 1,435,302 $ 585,571 $ 5,175
Ratio of expenses to average net assetsC .45% .46% .50% .50%D
Ratio of net interest income to average net
assets 4.93% 5.28% 4.91% 2.69%D
</TABLE>
A OCTOBER 22, 1993 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1994
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D ANNUALIZED
GOVERNMENT - CLASS III
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Selected Per-Share Data and Ratios
Years ended March 31 1997 1996 1995A
Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000
Income from Investment Operations
Net interest income 050 .054 .045
Less Distributions
From net interest income (.050) (.054) (.045)
Net asset value, end of period $ 1.000 $ 1.000 $ 1.000
Total returnB 5.11% 5.58% 4.57%
Net assets, end of period (000 omitted) $ 658,964 $ 194,489 $ 40,516
Ratio of expenses to average net assetsC .45% .45% .43%D
Ratio of net interest income to average net assets 5.00% 5.30% 5.13%D
</TABLE>
A APRIL 4, 1994 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1995
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D ANNUALIZED
DOMESTIC - CLASS III
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Selected Per-Share Data and Ratios
Years ended March 31 1997 1996 1995D
Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000
Income from Investment Operations
Net interest income .050 .054 .035
Less Distributions
From net interest income (.050) (.054) (.035)
Net asset value, end of period $ 1.000 $ 1.000 $ 1.000
Total returnB 5.13% 5.56% 3.51%
Net assets, end of period (000 omitted) $ 121,709 $ 47,396 $ 26,545
Ratio of expenses to average net assetsC .45% .47% .50%A
Ratio of net interest income to average net assets 5.02% 5.40% 5.14%A
</TABLE>
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D JULY 19, 1994 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1995
RATED MONEY MARKET - CLASS III
<TABLE>
<CAPTION>
<S> <C> <C>
Selected Per-Share Data and Ratios
Years ended March 31 1997 1996D
Net asset value, beginning of period $ 1.000 $ 1.000
Income from investment Operations
Net interest income .050 .021
Less Distributions
From net interest income (.050) (.021)
Net asset value, end of period $ 1.000 $ 1.000
Total returnB 5.12% 2.11%
Net assets, end of period (000 omitted) $ 16,651 $ 1,610
Ratio of expenses to average net assetsC .45% .45%A
Ratio of net interest income to average net assets 5.03% 5.01%A
</TABLE>
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D NOVEMBER 6, 1995 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1996
MONEY MARKET - CLASS III
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Selected Per-Share Data and Ratios
Years ended October 1997 1996 1995 1994A
Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000 $ 1.000
Income from Investment Operations
Net interest income .050 .055 .046 .011
Less Distributions
From net interest income (.050) (.055) (.046) (.011)
Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000
Total returnB 5.17% 5.61% 4.66% 1.08%
Net assets, end of period (000 omitted) $ 444,048 $ 229,530 $ 457,286 $ 89,463
Ratio of expenses to average net assets after
expense reductionsC .43% .45% .50% .50%D
Ratio of net interest income to average net
assets 5.06% 5.46% 4.94% 2.83%D
</TABLE>
A NOVEMBER 17, 1993 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1994
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D ANNUALIZED
TAX-EXEMPT - CLASS III
<TABLE>
<CAPTION>
<S> <C> <C>
Selected Per-Share Data and Ratios
Years ended March 31 1997 1996D
Net asset value, beginning of period $ 1.000 $ 1.000
Income from Investment Operations
Net interest income .031 .013
Less Distributions
From net interest income (.031) (.013)
Net asset value, end of period $ 1.000 $ 1.000
Total returnB 3.14% 1.30%
Net assets, end of period (000 omitted) $ 26,313 $ 988
Ratio of expenses to average net assetsC .45% .45%A
Ratio of net interest income to average net assets 3.09% 3.00%A
</TABLE>
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE
TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
D NOVEMBER 6, 1995 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1996
PERFORMANCE
Money market fund performance can be measured as TOTAL RETURN or YIELD.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given period,
assuming reinvestment of any dividends and capital gains. A CUMULATIVE
TOTAL RETURN reflects actual performance over a stated period of time. An
AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
returns smooth out variations in performance; they are not the same as
actual year-by-year results.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. When a yield
assumes that income earned is reinvested, it is called an EFFECTIVE YIELD.
A TAX-EQUIVALENT YIELD shows what an investor would have to earn before
taxes to equal a tax-free yield.
SEVEN-DAY YIELD illustrates the income earned by an investment in a money
market fund over a recent seven-day period. Since money market funds
maintain a stable $1.00 share price, current seven-day yields are the most
common illustration of money market fund performance.
The funds' performance and holdings are detailed twice a year in financial
reports, which are sent to all shareholders. For current performance call
Fidelity Client Services at 1-800-843-3001.
THE FUNDS IN DETAIL
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. Treasury Only, Treasury,
Government, Domestic, and Money Market are diversified funds of Fidelity
Institutional Cash Portfolios, an open-end management investment company
organized as a Delaware business trust on May 30, 1993. Rated Money Market
is a diversified fund of Fidelity Money Market Trust, an open-end
management investment company organized as a Delaware business trust on
December 29, 1994. Tax-Exempt is a diversified fund of Fidelity
Institutional Tax-Exempt Cash Portfolios, an open-end management investment
company organized as a Delaware business trust on January 29, 1992. There
is a remote possibility that one fund might become liable for a
misstatement in the prospectus about another fund.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review the funds' performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
The transfer agent will mail proxy materials in advance, including a voting
card and information about the proposals to be voted on. You are entitled
to one vote for each share you own of each of Treasury Only, Treasury,
Government, Domestic, Money Market, and Tax-Exempt. For shareholders of
Rated Money Market, the number of votes you are entitled to is based upon
the dollar value of your investment.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust, respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business address
at 82 Devonshire Street, Boston, Massachusetts 02109. It includes a number
of different subsidiaries and divisions which provide a variety of
financial services and products. The funds employ various Fidelity
companies to perform activities required for their operation.
The funds are managed by FMR, which handles their business affairs. FMR
Texas Inc. (FMR Texas), located in Irving, Texas, has primary
responsibility for providing investment management services.
As of March 31, 1997 , FMR advised funds having approximately 30
million shareholder accounts with a total value of more than $ 438
billion.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services.
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)
performs transfer agent servicing functions for Class III shares of each
fund. UMB Bank, n.a. (UMB) is the transfer agent for Tax Exempt and is
located at 1010 Grand Avenue, Kansas City, Missouri. UMB employs FIIOC to
perform transfer agent servicing functions for Class III of the fund.
FMR Corp. is the ultimate parent company of FMR and FMR Texas. Members of
the Edward C. Johnson 3d family are the predominant owners of a class of
shares of common stock representing approximately 49% of the voting power
of FMR Corp. Under the Investment Company Act of 1940 (the 1940 Act),
control of a company is presumed where one individual or group of
individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
As of April 30, 1997, approximately 37.55% of Treasury Only's total
outstanding shares were held by First Union National Bank.
To carry out the funds' transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that a fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
EACH FUND'S INVESTMENT APPROACH
When you sell your shares of the funds, they should be worth the same
amount as when you bought them. Of course, there is no guarantee that the
funds will maintain a stable $1.00 share price. The funds follow
industry-standard guidelines on the quality, maturity, and diversification
of their investments, which are designed to help maintain a stable $1.00
share price. The funds will purchase only high-quality securities that FMR
believes present minimal credit risks and will observe maturity
restrictions on securities they buy. In general, securities with longer
maturities are more vulnerable to price changes, although they may provide
higher yields. It is possible that a major change in interest rates or a
default on the funds' investments could cause their share prices (and the
value of your investment) to change.
The funds earn income at current money market rates. Each fund stresses
preservation of capital, liquidity, and income (tax-free income in the case
of Tax-Exempt) and does not seek the higher yields or capital appreciation
that more aggressive investments may provide. Each fund's yield will vary
from day to day, and generally reflects current short-term interest rates
and other market conditions. It is important to note that neither the funds
nor their yields are guaranteed by the U.S. Government.
TREASURY ONLY seek s to obtain as high a level of current income as is
consistent with the preservation of principal and liquidity within the
limitations prescribed for the fund.
The fund invests only in U.S. Treasury securities. The fund does not enter
into repurchase agreements or reverse repurchase agreements.
The fund will invest in those securities whose interest is specifically
exempt from state and local income taxes under federal law; such interest
is not exempt from federal income tax.
TREASURY seeks to obtain as high a level of current income as is consistent
with the preservation of principal and liquidity within the limitations
prescribed for the fund.
The fund invests only in U.S. Treasury securities and repurchase agreements
for these securities. The fund does not enter into reverse repurchase
agreements.
GOVERNMENT seeks to obtain as high a level of current income as is
consistent with the preservation of principal and liquidity within the
limitations prescribed for the fund.
The fund invests only in U.S. Government securities and repurchase
agreements for these securities. The fund also may enter into reverse
repurchase agreements.
DOMESTIC seeks to obtain as high a level of current income as is consistent
with the preservation of principal and liquidity within the limitations
prescribed for the fund.
The fund invests only in the highest-quality U.S. dollar-denominated money
market securities of domestic issuers, including U.S. Government securities
and repurchase agreements. Securities are "highest-quality" if rated in the
highest rating category by at least two nationally recognized rating
services, or by one if only one rating service has rated a security, or, if
unrated, determined to be of equivalent quality by FMR. The fund also may
enter into reverse repurchase agreements.
RATED MONEY MARKET seeks to obtain as high a level of current income as is
consistent with the preservation of principal and liquidity within the
limitations prescribed for the fund.
The fund invests only in U.S. dollar-denominated money market securities of
domestic and foreign issuers rated in the highest rating category by at
least two nationally recognized rating services, U.S. Government
securities, and repurchase agreements. The fund also may enter into reverse
repurchase agreements.
MONEY MARKET seeks to obtain as high a level of current income as is
consistent with the preservation of principal and liquidity within the
limitations prescribed for the fund.
The fund invests only in the highest-quality U.S. dollar-denominated money
market securities of domestic and foreign issuers, including U.S.
Government securities and repurchase agreements. Securities are
"highest-quality" if rated in the highest rating category by at least two
nationally recognized rating services, or by one if only one rating service
has rated a security, or, if unrated, determined to be of equivalent
quality by FMR. The fund also may enter into reverse repurchase agreements.
TAX-EXEMPT seeks to obtain as high a level of interest income exempt from
federal income tax as is consistent with a portfolio of high-quality,
short-term municipal obligations selected on the basis of liquidity and
stability of principal.
The fund invests in municipal money market securities rated in the
highest category by at least one nationally recognized rating service and
in one of the two highest categories by another rating service if rated by
more than one, or, if unrated, determined to be of equivalent quality to
the highest rating category by FMR.
The fund normally invests so that at least 80% of its income distributions
is exempt from federal income tax. The fund does not currently intend to
purchase municipal securities whose interest is subject to the federal
alternative minimum tax.
FMR normally invests the fund's assets according to its investment strategy
and does not expect to invest in federally taxable obligations. The fund
also reserves the right to hold a substantial amount of uninvested cash or
to invest more than normally permitted in federally taxable obligations for
temporary, defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of each fund's limitations and more detailed information
about each fund's investments are contained in the funds' SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with a fund's investment
objective and policies and that doing so will help a fund achieve its goal.
Fund holdings are detailed in each fund's financial reports, which are sent
to shareholders twice a year. For a free SAI or financial report, call
Fidelity Client Services at 1-800-843-3001.
MONEY MARKET SECURITIES are high-quality, short-term instruments issued by
the U.S. Government, corporations, financial institutions, municipalities,
local and state governments, and other entities. These securities may carry
fixed, variable, or floating interest rates. Some money market securities
employ a trust or similar structure to modify the maturity, price
characteristics, or quality of financial assets so that they are eligible
investments for money market funds. If the structure does not perform as
intended, adverse tax or investment consequences may result.
U.S. TREASURY MONEY MARKET SECURITIES are short-term debt obligations
issued by the U.S. Treasury and include bills, notes, and bonds. U.S.
Treasury securities are backed by the full faith and credit of the United
States.
U.S. GOVERNMENT MONEY MARKET SECURITIES are short-term debt instruments
issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. Government. Not all U.S. Government securities
are backed by the full faith and credit of the United States. For
example, U.S. Government securities such as those issued by the
Fannie Mae are supported by the instrumentality's right to borrow
money from the U.S. Treasury under certain circumstances. Other U.S.
Government securities, such as those issued by the Federal Farm Credit
Banks Funding Corporation, are supported only by the credit of the entity
that issued them.
MUNICIPAL SECURITIES are issued to raise money for a variety of public or
private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities.
They may be fully or partially backed by the local government, or by the
credit of a private issuer, or the current or anticipated revenues from
specific projects or assets. Because many municipal securities are issued
to finance similar types of projects, especially those related to
education, healthcare, housing, transportation and utilities, the municipal
markets can be affected by conditions in those sectors. In addition, all
municipal securities may be affected by uncertainties regarding their tax
status, legislative changes, or rights of municipal security holders. A
municipal security may be owned directly or through a participation
interest.
CREDIT AND LIQUIDITY SUPPORT. Issuers may employ various forms of credit
and liquidity enhancement, including letters of credit, guarantees, puts
and demand features, and insurance, provided by foreign or domestic
entities such as banks and other financial institutions. These arrangements
expose a fund to the credit risk of the entity providing the credit or
liquidity support. Changes in the credit quality of the provider could
affect the value of the security and a fund's share price.
FOREIGN EXPOSURE. Securities issued by foreign entities, including foreign
governments, corporations, and banks, and securities issued by U.S.
entities with substantial foreign operations may involve additional risks
and considerations. Likewise, securities for which foreign entities provide
credit or liquidity support may involve different risks than those
supported by domestic entities. Extensive public information about the
foreign entity may not be available, and unfavorable political, economic,
or governmental developments in the foreign country involved could affect
the repayment of principal or payment of interest.
ASSET-BACKED SECURITIES include interests in pools of mortgages, loans,
receivables, or other assets. Payment of principal and interest may be
largely dependent upon the cash flows generated by the assets backing the
securities.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a benchmark
rate changes. These interest rate adjustments are designed to help
stabilize the security's price.
STRIPPED SECURITIES are the separate income or principal components of a
debt security. The risks associated with stripped securities are similar to
those of other money market securities, although stripped securities may be
more volatile. U.S. Treasury securities that have been stripped by a
Federal Reserve Bank are obligations issued by the U.S. Treasury.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
temporarily transfers possession of a portfolio instrument to another party
in return for cash. This could increase the risk of fluctuation in the
fund's yield or in the market value of its assets.
OTHER MONEY MARKET SECURITIES may include commercial paper, certificates of
deposit, bankers' acceptances, and time deposits.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the obligation could lose
value or become taxable.
OTHER MUNICIPAL SECURITIES may include obligations of U.S. territories and
possessions such as Guam, the Virgin Islands, and Puerto Rico, and their
political subdivisions and public corporations.
PUT FEATURES entitle the holder to put (sell back) a security to the issuer
or another party. In exchange for this benefit, a fund may accept a lower
interest rate. The credit quality of the investment may be affected by the
creditworthiness of the put provider. Demand features, standby commitments,
and tender options are types of put features.
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The viability of a
project or tax incentives could affect the value and credit quality of
these securities.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities, and some other securities, may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to a fund.
RESTRICTION: A fund may not purchase a security if, as a result, more than
10% of its assets would be invested in illiquid securities.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS are trading
practices in which payment and delivery for the securit y take place
at a later date than is customary for that type of security . The
market value of the security could change during this period.
FINANCIAL SERVICES INDUSTRY. Companies in the financial services industry
are subject to various risks related to that industry, such as government
regulation, changes in interest rates, and exposure on loans, including
loans to foreign borrowers. If a fund invests substantially in this
industry, its performance may be affected by conditions affecting the
industry.
RESTRICTIONS: Each of Domestic, Rated Money Market, and Money Market will
invest more than 25% of its total assets in the financial services
industry.
CASH MANAGEMENT. A fund may invest in money market securities, in
repurchase agreements, and in a money market fund available only to funds
and accounts managed by FMR or its affiliates, whose goal is to seek a high
level of current income (exempt from federal income tax in the case of a
municipal money market fund) while maintaining a stable $1.00 share price.
A major change in interest rates or a default on the money market fund's
investments could cause its share price to change.
RESTRICTIONS: Tax-Exempt will not invest in a money market fund. Tax-Exempt
does not currently intend to invest in repurchase agreements. Treasury
Only, Treasury, Government, Domestic, Rated Money Market, and Money Market
do not currently intend to invest in a money market fund.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry or type of
project. Economic, business, or political changes can affect all securities
of a similar type.
RESTRICTIONS: Each of Domestic and Money Market may not invest more than 5%
of its total assets in any one issuer, except that each fund may invest up
to 10% of its total assets in certain other money market funds and
in the highest quality securities of a single issuer for up to three
business days. Rated Money Market may not invest more than 5% of its
total assets in any one issuer, except that the fund may invest up to 25%
of its total assets in certain other money market funds and in the highest
quality securities of a single issuer for up to three business days.
These limitations do not apply to U.S. Government securities.
With respect to 75% of its total assets, Tax-Exempt may not purchase a
security if, as a result, more than 5% of its total assets would be
invested in the securities of a single issuer. Th is limitation
do es not apply to U.S. Government securities.
Tax-Exempt may invest more than 25% of its total assets in tax-free
securities that finance similar types of projects.
BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements, and may make additional
investments while borrowings are outstanding.
RESTRICTIONS: Each of Government, Domestic, Rated Money Market, and Money
Market may borrow only for temporary or emergency purposes, or engage in
reverse repurchase agreements, but not in an amount exceeding 331/3% of its
total assets. Each of Treasury Only, Treasury, and Tax-Exempt may borrow
only for temporary or emergency purposes, but not in an amount exceeding
331/3% of its total assets.
LENDING. A fund may lend money to other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a fund's
total assets. Treasury Only, Treasury, Government, and Tax-Exempt do not
lend money to other funds advised by FMR.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval.
Treasury Only seeks as high a level of current income as is consistent with
the security of principal and liquidity, and to maintain a constant net
asset value per share (NAV) of $1.00.
Each of Treasury, Government, Domestic, Rated Money Market, and Money
Market seeks to obtain as high a level of current income as is consistent
with the preservation of principal and liquidity within the limitations
prescribed for the fund.
Tax-Exempt seeks to obtain as high a level of interest income exempt from
federal income tax as is consistent with a portfolio of high-quality,
short-term municipal obligations selected on the basis of liquidity and
stability of principal. The fund, under normal conditions, will invest so
that at least 80% of its income distributions is exempt from federal income
tax.
With respect to 75% of its total assets, Tax-Exempt may not purchase a
security if, as a result, more than 5% of its total assets would be
invested in the securities of a single issuer.
Each of Domestic, Rated Money Market, and Money Market will invest more
than 25% of its total assets in obligations of companies in the financial
services industry.
Each of Government, Domestic, Rated Money Market, and Money Market may
borrow only for temporary or emergency purposes, or engage in reverse
repurchase agreements, but not in an amount exceeding 331/3% of its total
assets. Tax-Exempt may borrow only for temporary or emergency purposes, but
not in an amount exceeding 331/3% of its total assets.
Loans, in the aggregate, may not exceed 331/3% of a fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected in that
class's share price or dividends; they are neither billed directly to
shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to an affiliate who provides
assistance with these services. Each fund also pays OTHER EXPENSES, which
are explained on page .
MANAGEMENT FEE
Each fund pays FMR a monthly management fee. Each of Treasury Only,
Treasury, Government, Domestic, Money Market, and Tax-Exempt pays FMR a fee
at an annual rate of 0.20% of its average net assets. Rated Money Market
pays FMR a fee at an annual rate of 0.42% of its average net assets. FMR
pays all of the other expenses of Rated Money Market with limited
exceptions. For the fiscal year ended March 31, 1997 , Treasury Only
paid FMR a management fee at an annual rate of 0.42% of its average net
assets and FMR paid all of the other expenses of Treasury Only with limited
exceptions.
FMR Texas is the funds' sub-adviser and has primary responsibility for
managing their investments. FMR is responsible for providing other
management services. FMR pays FMR Texas 50% of its management fee (before
expense reimbursements) for FMR Texas's services. FMR paid FMR Texas fees
equal to 0.10 % of each of Treasury's, Government's, Domestic's,
Money Market's, and Tax-Exempt's average net assets, and 0.21 % of
each of Treasury Only's and Rated Money Market's average net assets for
the fiscal year ended March 31, 1997 .
OTHER EXPENSES
While the management fee is a significant component of each fund's annual
operating costs, the funds have other expenses as well.
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for Class III shares of Treasury Only, Treasury,
Government, Domestic, Rated Money Market, and Money Market (the Taxable
Funds). Fidelity Service Company, Inc. (FSC) calculates the NAV and
dividends for each Taxable Fund, and maintains the general accounting
records for each Taxable Fund. These expenses are paid by FMR on behalf of
Rated Money Market pursuant to its management contract.
For the fiscal year ended March 31, 1997 , Class III of Treasury paid
FIIOC fees equal to 0.03 % of its average net assets, and Class III
of Government, Domestic, and Money Market paid FIIOC fees equal to
0.04 % of its average net assets . For the fiscal year ended
March 31, 1997 , each of Treasury, Government, Domestic, and Money
Market paid FSC fees equal to 0.01 % of its average net assets.
UMB has entered into a sub-arrangement with FIIOC. FIIOC performs transfer
agency, dividend disbursing and shareholder services for Class III shares
of Tax-Exempt. UMB has also entered into a sub-arrangement with FSC. FSC
calculates the NAV and dividends for Tax-Exempt, and maintains Tax-Exempt's
general accounting records. All of the fees are paid to FIIOC and FSC by
UMB, which is reimbursed by Class III or the fund, as appropriate, for such
payments.
For the fiscal year ended March 31, 1997 , fees paid by UMB to FIIOC
on behalf of Class III of Tax-Exempt amounted to 0.03 % of Class
III's average net assets, and fees paid by UMB to FSC on behalf of
Tax-Exempt amounted to 0.01 % of its average net assets.
Class III of each fund has adopted a DISTRIBUTION AND SERVICE PLAN. Under
the p lans, Class III of each fund is authorized to pay FDC a monthly
distribution fee as compensation for its services and expenses in
connection with the distribution of Class III shares of each fund. Class
III of each fund currently pays FDC a monthly distribution
fee at an annual rate of 0.25% of its average net assets throughout the
month.
The Plans specifically recognize that FMR may make payments from its
management fee revenue, past profits, or other resources to FDC for
expenses incurred in connection with the distribution of Class III shares,
including payments made to investment professionals that provide
shareholder support services or engage in the sale of the funds' Class III
shares. Currently, t he Board of Trustees of each fund has authorized
such payments.
Each fund (other than Rated Money Market) also pays other expenses, such as
legal, audit, and custodian fees; in some instances, proxy solicitation
costs; and the compensation of trustees who are not affiliated with
Fidelity.
Rated Money Market also pays other expenses, such as brokerage fees and
commissions, taxes, and the compensation of trustees who are not affiliated
with Fidelity.
YOUR ACCOUNT
If you invest through an investment professional, your investment
professional, including a broker-dealer or financial institution, may
charge you a transaction fee with respect to the purchase and sale of fund
shares. Read your investment professional's program materials in
conjunction with this prospectus for additional service features or fees
that may apply. Certain features of the funds, such as minimum initial or
subsequent investment amounts, may be modified.
HOW TO BUY SHARES
EACH CLASS'S SHARE PRICE, called NAV, is calculated every business day. The
funds are managed to keep share prices stable at $1.00. Class III shares
are sold without a sales charge.
Shares are purchased at the next NAV calculated after your order is
received and accepted. NAV is normally calculated at the times indicated in
the table below.
Fund NAV Calculation Times
(Eastern Time)
Treasury Only 2:00 p.m.
Treasury 3:00 p.m. and 5:00 p.m.
Government 3:00 p.m. and 5:00 p.m.
Domestic 3:00 p.m. and 5:00 p.m.
Rated Money Market 3:00 p.m. and 5:00 p.m.
Money Market 3:00 p.m.
Tax-Exempt 12:00 noon
It is the responsibility of your investment professional to transmit your
order to buy shares to Fidelity before the close of business on the day you
place your order.
IF YOU ARE NEW TO FIDELITY, an initial investment must be preceded or
accompanied by a completed, signed application, which should be forwarded
to:
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Place a purchase order and wire money into your
account, or
(small solid bullet) Open an account by exchanging from the same class of
any fund that is offered through this prospectus.
INVESTMENTS IN THE FUNDS MUST BE MADE USING THE FEDERAL RESERVE WIRE
SYSTEM. Checks and Automated Clearing House payments will not be
accepted as a means of investment.
For wiring information and instructions, you should call the investment
professional through which you trade or if you trade directly through
Fidelity, call Fidelity Client Services. There is no fee imposed by the
funds for wire purchases. However, if you buy shares through an investment
professional, the investment professional may impose a fee for wire
purchases.
Fidelity Client Services:
Nationwide 1-800-843-3001
In order to receive same-day acceptance of your investment, you must
contact Fidelity Client Services and place your order between 8:30 a.m. and
the following times on the days the funds are open for business.
Fund Closing Times
(Eastern Time)
Treasury Only 2:00 p.m.
Treasury 5:00 p.m.
Government 5:00 p.m.
Domestic 5:00 p.m.
Rated Money Market 5:00 p.m.
Money Market 3:00 p.m.
Tax-Exempt 12:00 noon
All wires must be received and accepted by the transfer agent at the
applicable fund's designed wire bank before the close of the Federal
Reserve Wire System on that day.
You are advised to wire funds as early in the day as possible, and to
provide advance notice to Fidelity Client Services for purchases over $10
million ($5 million for Treasury Only).
You will earn dividends on the day of your investment, provided (i) you
contact Fidelity Client Services and place your trade between 8:30 a.m. and
the closing time indicated in the table above on days the fund is open for
business, and (ii) the fund's designated wire bank receives the wire before
the close of the Federal Reserve Wire System on the day your purchase order
is accepted by the transfer agent.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $1,000,000*
MINIMUM BALANCE $1,000,000
* THE MINIMUM INITIAL INVESTMENT OF $1 MILLION MAY BE WAIVED IF YOUR
AGGREGATE BALANCE IN THE FIDELITY INSTITUTIONAL MONEY MARKET FUNDS IS
GREATER THAN $10 MILLION. PLEASE CONTACT FIDELITY CLIENT SERVICES FOR MORE
INFORMATION REGARDING THIS WAIVER.
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next NAV calculated after your order is received and accepted. NAV is
normally calculated at the times indicated in the table on page .
It is the responsibility of your investment professional to transmit your
order to redeem shares to Fidelity before the close of business on the day
you place your order.
Redemption requests may be made by calling Fidelity Client Services at the
phone number listed on page .
You must designate on your account application the U.S. commercial bank
account(s) into which you wish the redemption proceeds to be deposited.
Fidelity Client Services will then notify you that this feature has been
activated and that you may request wire redemptions.
You may change the bank account(s) designated to receive redemption
proceeds at any time prior to making a redemption request. You should send
a letter of instruction, including a signature guarantee, to Fidelity
Client Services at the address shown on page .
You should be able to obtain a signature guarantee from a bank, broker,
dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency, or savings association. A notary public
cannot provide a signature guarantee.
There is no fee imposed by the funds for wiring of redemption proceeds.
However, if you sell shares through an investment professional, the
investment professional may impose a fee for wire redemptions.
Redemption proceeds will be wired via the Federal Reserve Wire System to
your bank account of record. If your redemption request is received and
accepted by the transfer agent before the closing time indicated in the
table on page , redemption proceeds will normally be wired on that day.
A fund reserves the right to take up to seven days to pay you if making
immediate payment would adversely affect the fund.
You are advised to place your trades as early in the day as possible, and
to provide advance notice to Fidelity Client Services for redemptions over
$10 million ($5 million for Treasury Only).
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the transfer agent sends to you include the
following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your account
registration)
(small solid bullet) Account statements (monthly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in a
fund. Call Fidelity Client Services at 1-800-843-3001 if you need
additional copies of financial reports, prospectuses, or historical account
information.
SUB-ACCOUNTING AND SPECIAL SERVICES. Special processing has been arranged
with FIIOC for institutions that wish to open multiple accounts (a master
account and sub-accounts). You may be required to enter into a separate
agreement with FIIOC. Charges for these services, if any, will be
determined based on the level of services to be rendered.
SHAREHOLDER AND ACCOUNT POLICIES
DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net investment income and
capital gains, if any, to shareholders each year. Income dividends are
declared daily and paid monthly.
Income dividends declared are accrued daily throughout the month and are
normally distributed on the first business day of the following month.
Based on prior approval of each fund, dividends relating to Class III
shares redeemed during the month can be distributed on the day of
redemption. Each fund reserves the right to limit this service.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you want
to receive your distributions. Class III offers two options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions, if
any, will be automatically reinvested in additional shares of the same
class of the fund. If you do not indicate a choice on your application, you
will be assigned this option.
2. CASH OPTION. You will be sent a wire for your dividend and capital gain
distributions, if any.
Dividends will be reinvested at each fund's Class III NAV on the last day
of the month. Capital gain distributions, if any, will be reinvested at the
NAV as of the record date of the distribution.
TAXES
As with any investment, you should consider how an investment in the funds
could affect you. Below are some of the funds' tax implications.
TAXES ON DISTRIBUTIONS. Interest income that Tax-Exempt earns is
distributed to shareholders as income dividends. Interest that is federally
tax-free remains tax-free when it is distributed. Distributions from the
Taxable Funds, however, are subject to federal income tax and may also be
subject to state or local taxes. If you live outside the United States,
your distributions from these funds could also be taxed by the country in
which you reside.
For federal tax purposes, income and short-term capital gain distributions
from each Taxable Fund are taxed as dividends; long-term capital gain
distributions, if any, are taxed as long-term capital gains.
However, for shareholders of Tax-Exempt, gain on the sale of tax-free bonds
results in taxable distributions. Short-term capital gains and a portion of
the gain on bonds purchased at a discount are taxed as dividends; long-term
capital gain distributions, if any, are taxed as long-term capital gains.
Mutual fund dividends from U.S. Government securities are generally free
from state and local income taxes. However, particular states may limit
this benefit, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not qualify for the benefit. In
addition, some states may impose intangible property taxes. You should
consult your own tax adviser for details and up-to-date information on the
tax laws in your state.
For the fiscal year ended March 31, 1997, 100 % of Treasury Only's;
21 % of Treasury's; 25 % of Government's; 3 % of
Domestic's; 8 % of Rated Money Market's; and 1 % of Money
Market's income distributions were derived from interest on U.S. Government
securities which is generally exempt from state income tax.
Distributions are taxable when they are paid, whether you take them in cash
or reinvest them. However, distributions declared in December and paid in
January are taxable as if they were paid on December 31.
Every January, the transfer agent will send you and the IRS a statement
showing the taxable distributions paid to you in the previous year.
A portion of Tax-Exempt's dividends may be free from state or local taxes.
Income from investments in your state are often tax-free to you. Each year,
the transfer agent will send you a breakdown of Tax-Exempt's income from
each state to help you calculate your taxes.
During the fiscal year ended March 31, 1997 , 100 % of
Tax-Exempt's income dividends was free from federal income tax.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS
EACH FUND IS OPEN FOR BUSINESS and its NAV is normally calculated each day
that both the Federal Reserve Bank of Kansas City (Kansas City Fed) (for
Tax-Exempt) or the Federal Reserve Bank of New York (New York Fed) (for the
Taxable Funds) and the New York Stock Exchange (NYSE) are open. The
following holiday closings have been scheduled for 1997: New Year's Day,
Martin Luther King's Birthday, Washington's Birthday, Good Friday, Memorial
Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving
Day, and Christmas Day. Although FMR expects the same holiday schedule to
be observed in the future, the Kansas City Fed , or the New York Fed
or the NYSE may modify its holiday schedule at any time. On any day that
the Kansas City Fed , or the New York Fed or the NYSE closes early,
the principal government securities markets close early (such as on days in
advance of holidays generally observed by participants in such markets), or
as permitted by the SEC, the right is reserved to advance the time on that
day by which purchase and redemption orders must be received.
To the extent that portfolio securities are traded in other markets on days
when the Kansas City Fed , or the New York Fed or the NYSE is closed,
each class'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 closing schedules.
A CLASS'S NAV is the value of a single share. The NAV of Class III of each
fund is computed by adding Class III's pro rata share of the value of the
fund's investments, cash, and other assets, subtracting Class III's pro
rata share of the value of the fund's liabilities, subtracting the
liabilities allocated to Class III, and dividing the result by the number
of Class III shares of that fund that are outstanding. Each fund values its
portfolio securities on the basis of amortized cost. This method minimizes
the effect of changes in a security's market value and helps each fund
maintain a stable $1.00 share price.
EACH FUND'S OFFERING PRICE (price to buy one share) is its NAV. Each fund's
REDEMPTION PRICE (price to sell one share) is its NAV.
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your social security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions.
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity and the transfer
agent may only be liable for losses resulting from unauthorized
transactions if they do not follow reasonable procedures designed to verify
the identity of the caller. Fidelity and the transfer agent will request
personalized security codes or other information, and may also record
calls. You should verify the accuracy of the confirmation statements
immediately after receipt. If you do not want the ability to redeem and
exchange by telephone, call the transfer agent for instructions. Additional
documentation may be required from corporations, associations, and certain
fiduciaries.
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of a fund.
TO ALLOW FMR TO MANAGE THE FUNDS MOST EFFECTIVELY, you are urged to
initiate all trades as early in the day as possible and to notify Fidelity
Client Services in advance of transactions in excess of $10 million ($5
million for Treasury Only).
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased at the
next NAV calculated after your order is received and accepted. Note the
following:
(small solid bullet) All of your purchases must be made by federal funds
wire; checks will not be accepted for purchases.
(small solid bullet) If your wire is not received by the close of the
Federal Reserve Wire System, you could be liable for any losses or fees a
fund or the transfer agent has incurred or for interest and penalties.
The income declared for Treasury, Government, Domestic and Rated Money
Market is based on estimates of net interest income for the fund. Actual
income may differ from estimates, and differences, if any, will be included
in the calculation of subsequent dividends.
Shareholders of record as of the closing time indicated in the table on
page will be entitled to dividends declared that day.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your order is received and accepted. Note the
following:
(small solid bullet) Shares of each fund do not receive the dividend
declared on the day of redemption.
(small solid bullet) A fund may withhold redemption proceeds until it is
reasonably assured that investments credited to your account have been
received and collected.
When the NYSE, the Kansas City Fed (for Tax-Exempt), or the New York Fed
(for Taxable Funds) is closed (or when trading is restricted) for any
reason other than its customary weekend or holiday closings, or under any
emergency circumstances as determined by the SEC to merit such action, a
fund may suspend redemption or postpone payment dates. In cases of
suspension of the right of redemption, the request for redemption may
either be withdrawn or payment may be made based on the NAV next determined
after the termination of the suspension.
IF YOUR ACCOUNT BALANCE FALLS BELOW $ 1,000,000 you will be given
30 days' notice to reestablish the minimum balance. If you do not increase
your balance, Fidelity reserves the right to close your account and send
the proceeds to you. Your shares will be redeemed at the NAV on the day
your account is closed.
THE TRANSFER AGENT MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the funds without
reimbursement from the funds. Qualified recipients are securities dealers
who have sold fund shares or others, including banks and other financial
institutions, under special arrangements in connection with FDC's sales
activities. In some instances, these incentives may be offered only to
certain institutions whose representatives provide services in connection
with the sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder you have the privilege of exchanging Class III shares of
any fund offered through this prospectus at no charge for Class III shares
of any other fund offered through this prospectus.
An exchange involves the redemption of all or a portion of the shares of
one fund and the purchase of shares of another fund.
BY TELEPHONE. Exchanges may be requested on any day a fund is open for
business by calling Fidelity Client Services at 1-800-843-3001 between 8:30
a.m. and the closing time indicated in the table on page .
BY MAIL. You may exchange shares on any business day by submitting written
instructions with an authorized signature which is on file for that
account. Written requests for exchanges should contain the fund name, class
name, account number, the number of shares to be redeemed, and the name of
the fund to be purchased. Written requests for exchange should be mailed to
Fidelity Client Services at the address on page .
WHEN YOU PLACE AN ORDER TO EXCHANGE SHARES, Class III shares will be
redeemed at the next determined NAV after your order is received and
accepted. Shares of the fund to be acquired will be purchased at its next
determined NAV after redemption proceeds are made available. You should
note that, under certain circumstances, a fund may take up to seven days to
make redemption proceeds available for the exchange purchase of shares of
another fund. In addition, please note the following:
(small solid bullet) Exchanges will not be permitted until a completed and
signed account application is on file.
(small solid bullet) The fund you are exchanging into must be available for
sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincides
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future.
No dealer, sales representative, or any other person has been authorized to
give any information or to make any representations, other than those
contained in this Prospectus and in the related SAI, in connection with the
offer contained in this Prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the funds or FDC. This Prospectus and the related SAI do not
constitute an offer by the funds or by FDC to sell or to buy shares of the
funds to any person to whom it is unlawful to make such offer.
FIDELITY INSTITUTIONAL MONEY MARKET FUNDS -
CLASSES I, II, AND III
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER STATEMENT OF ADDITIONAL INFORMATION SECTION
<TABLE>
<CAPTION>
<S> <C> <C> <C>
10, 11 ............................ Cover Page
12 ............................ Description of the Trusts
13 a - c ............................ Investment Policies and Limitations
d ............................ Portfolio Transactions
14 a - c ............................ Trustees and Officers
15 a ............................ Trustees and Officers
b ............................ Trustees and Officers
c ............................ Trustees and Officers
16 a i ............................ FMR, Portfolio Transactions
ii ............................ Trustees and Officers
iii ............................ Management Contracts
b ............................ Management Contracts
c ............................ Contracts with FMR Affiliates
d ............................ Contracts with FMR Affiliates
e ............................ *
f ............................ Distribution and Service Plans
g ............................ *
h ............................ Description of the Trusts
i ............................ Contracts with FMR Affiliates
17 a ............................ Portfolio Transactions
b ............................ Portfolio Transactions
c ............................ Portfolio Transactions
d, e ............................ *
18 a ............................ Description of the Trusts
b ............................ *
19 a ............................ Additional Purchase, Exchange and Redemption
Information
b ............................ Additional Purchase, Exchange and Redemption
Information; Valuation
c ............................ *
20 Distributions and Taxes
21 a ............................ Distribution and Service Plans; Contracts with
FMR Affiliates
b ............................ Distribution and Service Plans; Contracts with
FMR Affiliates
c ............................ *
22 a ............................ Performance
b ............................ Performance
23 ............................ Financial Statements
</TABLE>
* Not Applicable
FIDELITY INSTITUTIONAL MONEY MARKET FUNDS:
CLASS I, CLASS II, AND CLASS III
TREASURY ONLY, TREASURY, GOVERNMENT, DOMESTIC, RATED MONEY MARKET, MONEY
MARKET, AND TAX-EXEMPT
Treasury Only, Treasury, Government, Domestic, and Money Market are series
of Fidelity Institutional Cash Portfolios; Rated Money Market is a series
of Fidelity Money Market Trust; and Tax-Exempt is a series of Fidelity
Institutional Tax-Exempt Cash Portfolios
STATEMENT OF ADDITIONAL INFORMATION
MAY 30, 1997
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the funds' current Prospectuses for
Class I, Class II, and Class III shares (dated May 30, 1997). Please
retain this document for future reference. The funds' Annual
Report is a separate document supplied with this SAI.
To obtain a free additional copy of a Prospectus or an Annual
Report, please call Fidelity Client Services (Client Services) at
1-800-843-3001.
TABLE OF CONTENTS PAGE
Investment Policies and Limitations
Portfolio Transactions 13
Valuation 14
Performance 15
Additional Purchase, Exchange, and Redemption Information
Distributions and Taxes
FMR
Trustees and Officers
Management Contracts
Contracts with FMR Affiliates
Distribution and Service Plans
Description of the Trusts
Financial Statements
Appendix
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
SUB-ADVISER
FMR Texas Inc. (FMR Texas)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT FOR TAXABLE FUNDS
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)
TRANSFER AGENT FOR TAX-EXEMPT
UMB Bank, n.a. (UMB)
IMM-ptb-0597
For more complete information on any Fidelity mutual fund, including
charges and expenses, call or write for a free prospectus. Read it
carefully before you invest or send money.
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectuses. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with a fund's investment policies and
limitations.
A fund's fundamental investment policies and limitations cannot be changed
without approval by a "majority of the outstanding voting securities" (as
defined in the Investment Company Act of 1940 (1940 Act)) of the fund.
However, except for the fundamental investment limitations listed below,
the investment policies and limitations described in this SAI are not
fundamental, and may be changed without shareholder approval.
INVESTMENT LIMITATIONS OF TREASURY ONLY
THE FOLLOWING ARE TREASURY ONLY'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may (i) borrow money for temporary
or emergency purposes (not for leveraging or investment) and (ii) engage in
reverse repurchase agreements for any purpose; provided that (i) and (ii)
in combination do not exceed 33 1/3% of the fund's total assets (including
the amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed this amount will be reduced within three
days (not including Sundays and holidays) to the extent necessary to comply
with the 33 1/3% limitation;
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments; or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies and limitations as the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL:
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) 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. The fund will not purchase any security while borrowings
(excluding reverse repurchase agreements) representing more than 5% 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.
(iv) 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.
(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 invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
Subject to revision upon 90 days' notice to shareholders, the fund does not
intend to engage in reverse repurchase agreements.
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF TREASURY
THE FOLLOWING ARE TREASURY'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) purchase the securities of any issuer (other than obligations issued or
guaranteed as to principal and interest by the government of the United
States, its agencies or instrumentalities) if, as a result, more than 5% of
its total assets would be invested in the securities of such issuer,
provided, however, that with respect to 25% of its total assets, 10% of its
assets may be invested in the securities of an issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may (i) borrow money for temporary
or emergency purposes (not for leveraging or investment) and (ii) engage in
reverse repurchase agreements for any purpose; provided that (i) and (ii)
in combination do not exceed 33 1/3% of the fund's total assets (including
the amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed this amount will be reduced within three
days (not including Sundays and holidays) to the extent necessary to comply
with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) buy or sell real estate;
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements;
(8) invest in oil, gas, or other mineral exploration or development
programs; or
(9) invest in companies for the purpose of exercising control or
management.
(10) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as an
investment adviser or (b) by engaging in reverse repurchase agreements with
any party. The fund will not purchase any security while borrowings
(excluding reverse repurchase agreements) representing more than 5% 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.
(iv) The fund does not currently intend to purchase a security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed illiquid because they are subject to legal or contractual
restrictions on resale or because they cannot be sold or disposed of in the
ordinary course of business at approximately the prices at which they are
valued.
(v) The fund does not currently intend to make loans, but this limitation
does not apply to purchases of debt securities or to repurchase agreements.
(vi) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
As an operating policy, the fund intends to invest 100% of its total assets
in U.S. Treasury bills, notes, and bonds and repurchase agreements
comprised of those obligations at all times. This policy may only be
changed upon 90 days' notice to shareholders.
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF GOVERNMENT
THE FOLLOWING ARE GOVERNMENT'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) purchase the securities of any issuer (other than obligations issued or
guaranteed as to principal and interest by the government of the United
States, its agencies or instrumentalities) if, as a result, more than 5% of
its total assets would be invested in the securities of such issuer,
provided, however, that with respect to 25% of its total assets, 10% of its
assets may be invested in the securities of an issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may (i) borrow money for temporary
or emergency purposes (not for leveraging or investment) and (ii) engage in
reverse repurchase agreements for any purpose; provided that (i) and (ii)
in combination do not exceed 33 1/3% of the fund's total assets (including
the amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed this amount will be reduced within three
days (not including Sundays and holidays) to the extent necessary to comply
with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) buy or sell real estate;
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements;
(8) invest in oil, gas, or other mineral exploration or development
programs; or
(9) invest in companies for the purpose of exercising control or
management.
(10) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iii) 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. The fund will not purchase any security while borrowings
(excluding reverse repurchase agreements) representing more than 5% 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.
(iv) 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.
(v) The fund does not currently intend to make loans, but this limitation
does not apply to purchases of debt securities or to repurchase agreements.
(vi) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF DOMESTIC
THE FOLLOWING ARE DOMESTIC'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) purchase the securities of any issuer (other than obligations issued or
guaranteed as to principal and interest by the government of the United
States, its agencies or instrumentalities) if, as a result, more than 5% of
its total assets would be invested in the securities of such issuer,
provided, however, that with respect to 25% of its total assets, 10% of its
assets may be invested in the securities of an issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may (i) borrow money for temporary
or emergency purposes (not for leveraging or investment) and (ii) engage in
reverse repurchase agreements for any purpose; provided that (i) and (ii)
in combination do not exceed 33 1/3% of the fund's total assets (including
the amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed this amount will be reduced within three
days (not including Sundays and holidays) to the extent necessary to comply
with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry, except that the fund will
invest more than 25% of its total assets in the financial services
industry;
(6) buy or sell real estate;
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements;
(8) invest in oil, gas, or other mineral exploration or development
programs; or
(9) invest in companies for the purpose of exercising control or
management.
(10) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to purchase a security (other than
securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 5% of its total
assets would be invested in the securities of a single issuer; provided
that the fund may invest up to 10% of its total assets in the first tier
securities of a single issuer for up to three business days. (This limit
does not apply to investments of up to 10% of total assets in securities of
other open-end investment companies managed by FMR or a successor or
affiliate purchased pursuant to an exemptive order granted by the SEC.)
(ii) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(iii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party. The fund will not purchase any security while borrowings
(excluding reverse repurchase agreements) representing more than 5% 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.
(v) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This limitation
does not apply to purchases of debt securities or to repurchase
agreements.)
(vii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF RATED MONEY MARKET
THE FOLLOWING ARE RATED MONEY MARKET'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,
(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 Investment
Company Act of 1940;
(3) borrow money, except that the fund may (i) borrow money for temporary
or emergency purposes (not for leveraging or investment) and (ii) engage in
reverse repurchase agreements for any purpose; provided that (i) and (ii)
in combination do not exceed 33 1/3% of the fund's total assets (including
the amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed this amount will be reduced within three
days (not including Sundays and holidays) to the extent necessary to comply
with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry, except that the fund will
invest more than 25% of its total assets in the financial services
industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments;
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements;
(9) invest in oil, gas, or other mineral exploration or development
programs; or
(10) write or purchase any put or call option. 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.
(11) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE CHANGED WITHOUT
SHAREHOLDER APPROVAL:
(i) The fund does not currently intend to purchase a security (other than
securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 5% of its total
assets would be invested in the securities of a single issuer; provided
that the fund may invest up to 25 % of its total assets in the first
tier securities of a single issuer for up to three business days. (This
limit does not apply to investments of up to 25 % of total assets in
securities of other open-end investment companies managed by FMR or a
successor or affiliate purchased pursuant to an exemptive order granted by
the SEC.)
(ii) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(iii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party. The fund will not purchase any security while borrowings
(excluding reverse repurchase agreements) representing more than 5% 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.
(v) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This limitation
does not apply to purchases of debt securities or to repurchase
agreements.)
(vii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF MONEY MARKET
THE FOLLOWING ARE MONEY MARKET'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) purchase the securities of any issuer (other than obligations issued or
guaranteed as to principal and interest by the government of the United
States, its agencies or instrumentalities) if, as a result, more than 5% of
its total assets would be invested in the securities of such issuer,
provided, however, that with respect to 25% of its total assets, 10% of its
assets may be invested in the securities of an issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may (i) borrow money for temporary
or emergency purposes (not for leveraging or investment) and (ii) engage in
reverse repurchase agreements for any purpose; provided that (i) and (ii)
in combination do not exceed 33 1/3% of the fund's total assets (including
the amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed this amount will be reduced within three
days (not including Sundays and holidays) to the extent necessary to comply
with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry, except that the fund will
invest more than 25% of its total assets in the financial services
industry;
(6) buy or sell real estate;
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements;
(8) invest in oil, gas, or other mineral exploration or development
programs; or
(9) invest in companies for the purpose of exercising control or
management.
(10) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to purchase a security (other than
securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 5% of its total
assets would be invested in the securities of a single issuer; provided
that the fund may invest up to 10% of its total assets in the first tier
securities of a single issuer for up to three business days. (This limit
does not apply to investments of up to 10% of total assets in securities of
other open-end investment companies managed by FMR or a successor or
affiliate purchased pursuant to an exemptive order granted by the SEC.)
(ii) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(iii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party. The fund will not purchase any security while borrowings
(excluding reverse repurchase agreements) representing more than 5% 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.
(v) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This limitation
does not apply to purchases of debt securities or to repurchase
agreements.)
(vii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF TAX-EXEMPT
THE FOLLOWING ARE TAX-EXEMPT'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,
(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 Investment
Company Act of 1940;
(3) make short sales of securities;
(4) purchase any securities on margin, except for such short-term credits
as are necessary for the clearance of transactions;
(5) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(6) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(7) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies,
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
interests therein;
(9) purchase or sell physical commodities;
(10) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements; or
(11) invest in oil, gas, or other mineral exploration or development
programs.
(12) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
For purposes of investment limitations (1) and (7), FMR identifies the
issuer of a security depending on its terms and conditions. In identifying
the issuer, FMR will consider the entity or entities responsible for
payment of interest and repayment of principal and the source of such
payments; the way in which assets and revenues of an issuing political
subdivision are separated from those of other political entities; and
whether a governmental body is guaranteeing the security.
THE FOLLOWING 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 any security while borrowings representing more than 5% 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 to engage in repurchase agreements
or make loans, but this limitation does not apply to purchases of debt
securities.
(iv) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
Securities must be rated in accordance with applicable rules in the highest
rating category for short-term securities by at least one nationally
recognized rating service (NRSRO) and rated in one of the two highest
categories for short-term securities by another NRSRO if rated by more than
one NRSRO, or, if unrated, judged to be equivalent to highest quality by
FMR pursuant to procedures adopted by the Board of Trustees. The fund's
policy regarding limiting investments to the highest rating category may be
changed upon 90 days' prior notice to shareholders.
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
Each fund's investments must be consistent with its investment objective
and policies. Accordingly, not all of the security types and investment
techniques discussed below are eligible investments for each of the funds.
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related risks.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that doing so will help the fund achieve its goal.
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the 1940 Act. These transactions may 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
(SEC), the Board of Trustees has established and periodically reviews
procedures applicable to transactions involving affiliated financial
institutions.
ASSET-BACKED SECURITIES include pools of mortgages, loans, receivables, or
other assets. Payment of principal and interest may be largely dependent
upon the cash flows generated by the assets backing the securities and, in
certain cases, supported by letters of credit, surety bonds, or other
credit enhancements. The value of asset-backed securities may also be
affected by the creditworthiness of the servicing agent for the pool, the
originator of the loans or receivables, or the entities providing the
credit support.
DELAYED-DELIVERY TRANSACTIONS. Each fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by a 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. Typically, no
interest accrues to the purchaser until the security is delivered.
When purchasing securities on a delayed-delivery basis, each fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because a 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 a 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 a 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.
Each 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.
DOMESTIC AND FOREIGN ISSUERS. Investments may be made in U.S.
dollar-denominated time deposits, certificates of deposit, and bankers'
acceptances of U.S. banks and their branches located outside of the United
States, U.S. branches and agencies of foreign banks, and foreign branches
of foreign banks. A fund may also invest in U.S. dollar-denominated
securities issued or guaranteed by other U.S. or foreign issuers, including
U.S. and foreign corporations or other business organizations, foreign
governments, foreign government agencies or instrumentalities, and U.S. and
foreign financial institutions, including savings and loan institutions,
insurance companies, mortgage bankers, and real estate investment trusts,
as well as banks.
The obligations of foreign branches of U.S. banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by governmental
regulation. Payment of interest and principal on these obligations may also
be affected by governmental action in the country of domicile of the branch
(generally referred to as sovereign risk). In addition, evidence of
ownership of portfolio securities may be held outside of the United States
and a fund may be subject to the risks associated with the holding of such
property overseas. Various provisions of federal law governing the
establishment and operation of U.S. branches do not apply to foreign
branches of U.S. banks.
Obligations of U.S. branches and agencies of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by federal and state
regulation, as well as by governmental action in the country in which the
foreign bank has its head office.
Obligations of foreign issuers involve certain additional risks. These
risks may include future unfavorable political and economic developments,
withholding taxes, seizures of foreign deposits, currency controls,
interest limitations, or other governmental restrictions that might affect
payment of principal or interest, or the ability to honor a credit
commitment. Additionally, there may be less public information available
about foreign entities. Foreign issuers may be subject to less governmental
regulation and supervision than U.S. issuers. Foreign issuers also
generally are not bound by uniform accounting, auditing, and financial
reporting requirements comparable to those applicable to U.S. issuers.
FEDERALLY TAXABLE OBLIGATIONS. Under normal conditions, Tax-Exempt does not
intend to invest in securities whose interest is federally taxable.
However, from time to time on a temporary basis, Tax-Exempt may invest a
portion of its assets in fixed-income obligations whose interest is subject
to federal income tax.
Should Tax-Exempt invest in federally taxable obligations, it would
purchase securities that, in FMR's judgment, are of high quality. These
obligations would include those issued or guaranteed by the U.S. Government
or its agencies or instrumentalities and repurchase agreements backed by
such obligations.
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 Tax-Exempt's distributions. If such
proposals were enacted, the availability of municipal obligations and the
value of Tax-Exempt's holdings would be affected and the Trustees would
reevaluate Tax-Exempt's investment objectives and policies.
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 a fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of a 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 funds to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days. Also, FMR may determine some restricted
securities, municipal lease obligations, and time deposits 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, a 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.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC, each fund has received permission to lend money to, and
borrow money from, other funds advised by FMR or its affiliates. Treasury
Only, Treasury, Government, and Tax-Exempt currently intend to participate
in this program only as borrowers. A fund will borrow through the program
only when the costs are equal to or lower than the cost of bank loans.
Interfund loans and borrowings normally extend overnight, but can have a
maximum duration of seven days. Loans may be called on one day's notice. A
fund will lend through the program only when the returns are higher than
those available from other short-term instruments (such as repurchase
agreements). A fund may have to borrow from a bank at a higher interest
rate if an interfund loan is called or not renewed. Any delay in repayment
to a lending fund could result in a lost investment opportunity or
additional borrowing costs.
MONEY MARKET SECURITIES are high-quality, short-term obligations. Some
money market securities employ a trust or other similar structure to modify
the maturity, price characteristics, or quality of financial assets. For
example, put features can be used to modify the maturity of a security, or
interest rate adjustment features can be used to enhance price stability.
If the structure does not perform as intended, adverse tax or investment
consequences may result. Neither the Internal Revenue Service (IRS) nor any
other regulatory authority has ruled definitively on certain legal issues
presented by structured securities. Future tax or other regulatory
determinations could adversely affect the value, liquidity, or tax
treatment of the income received from these securities or the nature and
timing of distributions made by the funds.
MUNICIPAL LEASES and participation interests therein may take the form of a
lease, an installment purchase, or a conditional sale contract and are
issued by state and local governments and authorities to acquire land or a
wide variety of equipment and facilities. Generally, the funds 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 a 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
include "non-appropriation clauses" providing that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis. Non-appropriation
clauses free the issuer from debt issuance limitations.
MUNICIPAL MARKET DISRUPTION RISK. The value of municipal securities may be
affected by uncertainties in the municipal market related to legislation or
litigation involving the taxation of municipal securities or the rights of
municipal securities holders in the event of a bankruptcy. Municipal
bankruptcies are relatively rare, and certain provisions of the U.S.
Bankruptcy Code governing such bankruptcies are unclear and remain
untested. Further, the application of state law to municipal issuers could
produce varying results among the states or among municipal securities
issuers within a state. These legal uncertainties could affect the
municipal securities market generally, certain specific segments of the
market, or the relative credit quality of particular securities. Any of
these effects could have a significant impact on the prices of some or all
of the municipal securities held by a fund, making it more difficult for
the fund to maintain a stable net asset value per share.
MUNICIPAL SECTORS:
ELECTRIC UTILITIES INDUSTRY. The electric utilities industry has been
experiencing, and will continue to experience, increased competitive
pressures. Federal legislation in the last two years will open transmission
access to any electricity supplier, although it is not presently known to
what extent competition will evolve. Other risks include: (a) the
availability and cost of fuel, (b) the availability and cost of capital,
(c) the effects of conservation on energy demand, (d) the effects of
rapidly changing environmental, safety, and licensing requirements, and
other federal, state, and local regulations, (e) timely and sufficient rate
increases, and (f) opposition to nuclear power.
HEALTH CARE INDUSTRY. The health care industry is subject to regulatory
action by a number of private and governmental agencies, including federal,
state, and local governmental agencies. A major source of revenues for the
health care industry is payments from the Medicare and Medicaid programs.
As a result, the industry is sensitive to legislative changes and
reductions in governmental spending for such programs. Numerous other
factors may affect the industry, such as general and local economic
conditions; demand for services; expenses (including malpractice insurance
premiums); and competition among health care providers. In the future, the
following elements may adversely affect health care facility operations:
adoption of legislation proposing a national health insurance program;
other state or local health care reform measures; medical and technological
advances which dramatically alter the need for health services or the way
in which such services are delivered; changes in medical coverage which
alter the traditional fee-for-service revenue stream; and efforts by
employers, insurers, and governmental agencies to reduce the costs of
health insurance and health care services.
HOUSING. Housing revenue bonds are generally issued by a state, county,
city, local housing authority, or other public agency. They generally are
secured by the revenues derived from mortgages purchased with the proceeds
of the bond issue. It is extremely difficult to predict the supply of
available mortgages to be purchased with the proceeds of an issue or the
future cash flow from the underlying mortgages. Consequently, there are
risks that proceeds will exceed supply, resulting in early retirement of
bonds, or that homeowner repayments will create an irregular cash flow.
Many factors may affect the financing of multi-family housing projects,
including acceptable completion of construction, proper management,
occupancy and rent levels, economic conditions, and changes to current laws
and regulations.
EDUCATION. In general, there are two types of education-related bonds;
those issued to finance projects for public and private colleges and
universities, and those representing pooled interests in student loans.
Bonds issued to supply educational institutions with funds are subject to
the risk of unanticipated revenue decline, primarily the result of
decreasing student enrollment or decreasing state and federal funding.
Among the factors that may lead to declining or insufficient revenues are
restrictions on students' ability to pay tuition, availability of state and
federal funding, and general economic conditions. Student loan revenue
bonds are generally offered by state (or substate) authorities or
commissions and are backed by pools of student loans. Underlying student
loans may be guaranteed by state guarantee agencies and may be subject to
reimbursement by the United States Department of Education through its
guaranteed student loan program. Others may be private, uninsured loans
made to parents or students which are supported by reserves or other forms
of credit enhancement. Recoveries of principal due to loan defaults may be
applied to redemption of bonds or may be used to re-lend, depending on
program latitude and demand for loans. Cash flows supporting student loan
revenue bonds are impacted by numerous factors, including the rate of
student loan defaults, seasoning of the loan portfolio, and student
repayment deferral during periods of forbearance. Other risks associated
with student loan revenue bonds include potential changes in federal
legislation regarding student loan revenue bonds, state guarantee agency
reimbursement and continued federal interest and other program subsidies
currently in effect.
WATER AND SEWER. Water and sewer revenue bonds are often considered to have
relatively secure credit as a result of their issuer's importance, monopoly
status, and generally unimpeded ability to raise rates. Despite this, lack
of water supply due to insufficient rain, run-off, or snow pack is a
concern that has led to past defaults. Further, public resistance to rate
increases, costly environmental litigation, and Federal environmental
mandates are challenges faced by issuers of water and sewer bonds.
TRANSPORTATION. Transportation debt may be issued to finance the
construction of airports, toll roads, highways, or other transit
facilities. Airport bonds are dependent on the general stability of the
airline industry and on the stability of a specific carrier who uses the
airport as a hub. Air traffic generally follows broader economic trends and
is also affected by the price and availability of fuel. Toll road bonds are
also affected by the cost and availability of fuel as well as toll levels,
the presence of competing roads, and the general economic health of an
area. Fuel costs and availability also affect other transportation-related
securities, as does the presence of alternate forms of transportation, such
as public transportation.
PUT FEATURES entitle the holder to sell a security back to the issuer or a
third party at any time or at specified intervals. They are subject to the
risk that the put provider is unable to honor the put feature (purchase the
security). Put providers often support their ability to buy securities on
demand by obtaining letters of credit or other guarantees from other
entities. Demand features, standby commitments, and tender options are
types of put features.
QUALITY AND MATURITY. Pursuant to procedures adopted by the Board of
Trustees, the funds may purchase only high-quality securities that FMR
believes present minimal credit risks. To be considered high-quality, a
security must be rated in accordance with applicable rules in one of the
two highest categories for short-term securities by at least two nationally
recognized rating services (or by one, if only one rating service has rated
the security); or, if unrated, judged to be of equivalent quality by FMR.
High-quality securities are divided into "first tier" and "second tier"
securities. First tier securities are those deemed to be in the highest
rating category (e.g., Standard & Poor's A-1 or SP-1), and second tier
securities are those deemed to be in the second highest rating category
(e.g., Standard & Poor's A-2 or SP-2). Split-rated securities may be
determined to be either first or second tier based on applicable
regulations.
Each of Treasury Only, Treasury, Government, Domestic, Rated Money Market,
and Money Market may not invest more than 5% of its total assets in second
tier securities. In addition, each of Treasury Only, Treasury, Government,
Domestic, Rated Money Market, and Money Market may not invest more than 1%
of its total assets or $1 million (whichever is greater) in the second tier
securities of a single issuer.
Each fund currently intends to limit its investments to securities with
remaining maturities of 397 days or less, and to maintain a dollar-weighted
average maturity of 90 days or less. When determining the maturity of a
security, a fund may look to an interest rate reset or demand feature.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. To protect a fund
from the risk that the original seller will not fulfill its obligation, the
securities are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to a fund in connection with bankruptcy
proceedings), it is a fund's current policy to engage in repurchase
agreement transactions with parties whose creditworthiness has been
reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a 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 it may be permitted to sell a
security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security. However, in general, each fund anticipates holding restricted
securities to maturity or selling them in an exempt transaction.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement. A
fund will enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of the fund's assets and may be
viewed as a form of leverage.
SHORT SALES "AGAINST THE BOX." A fund may sell securities short when it
owns or has the right to obtain securities equivalent in kind or amount to
the securities sold short. Short sales could be used to protect the net
asset value per share of the fund in anticipation of increased interest
rates, without sacrificing the current yield of the securities sold short.
If a fund enters into a short sale against the box, it will be required to
set aside securities equivalent in kind and amount to the securities sold
short (or securities convertible or exchangeable into such securities) and
will be required to hold such securities while the short sale is
outstanding. The fund will incur transaction costs, including interest
expenses, in connection with opening, maintaining, and closing short sales
against the box.
SOURCES OF CREDIT OR LIQUIDITY SUPPORT. FMR may rely on its evaluation of
the credit of a bank or another entity in determining whether to purchase a
security supported by a letter of credit guarantee, insurance or other
source of credit or liquidity. In evaluating the credit of a foreign bank
or other foreign entities, FMR will consider whether adequate public
information about the entity is available and whether the entity may be
subject to unfavorable political or economic developments, currency
controls, or other government restrictions that might affect its ability to
honor its commitment.
STRIPPED GOVERNMENT SECURITIES. Stripped government securities are created
by separating the income and principal components of a U.S. Government
security and selling them separately. STRIPS (Separate Trading of
Registered Interest and Principal of Securities) are created when the
coupon payments and the principal payment are stripped from an outstanding
Treasury security by a Federal Reserve Bank.
Privately stripped government securities are created when a dealer deposits
a U.S. Treasury security or other U.S. Government security with a custodian
for safekeeping. The custodian issues separate receipts for the coupon
payments and principal payment, which the dealer then sells. Proprietary
receipts, such as Certificates of Accrual on Treasury Securities (CATS) and
Treasury Investment Growth Receipts (TIGRS), and generic receipts, such as
Treasury Receipts (TRs), are privately stripped U.S. Treasury securities.
Because the SEC does not consider privately stripped government securities
to be U.S. Government securities for purposes of Rule 2a-7, a fund must
evaluate them as it would non-government securities pursuant to regulatory
guidelines applicable to all money market funds.
VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments of
the interest rate paid on the security. Variable rate securities provide
for a specified periodic adjustment in the interest rate, while floating
rate securities have interest rates that change whenever there is a change
in a designated benchmark rate. Some variable or floating rate securities
have put features.
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, a fund takes into account as income a
portion of the difference between a zero coupon bond's purchase price and
its face value.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in each fund's
management contract. FMR has granted investment management authority to the
sub-adviser (see the section entitled "Management Contracts"), and the
sub-adviser is authorized to place orders for the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described 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 a
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 considers various relevant factors, including, but not
limited to, the size and type of the transaction; the nature and character
of the markets for the security to be purchased or sold; the execution
efficiency, settlement capability, and financial condition of the
broker-dealer firm; the broker-dealer's execution services rendered on a
continuing basis; and the reasonableness of any commissions.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds 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; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; effect securities transactions, and perform
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 funds 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
generally is 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 funds may be useful to FMR in rendering investment management
services to the funds 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 funds. 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
each 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 funds 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 funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with National Financial
Services Corporation (NFSC) and Fidelity Brokerage Services (FBS),
indirect subsidiaries of FMR Corp., if the commissions are fair,
reasonable, and comparable to commissions charged by non-affiliated,
qualified brokerage firms for similar services. From September 1992 through
December 1994, FBS operated under the name Fidelity Brokerage Services
Limited, Inc. (FBSL). As of January 1995, FBSL was converted to an
unlimited liability company and assumed the name FBS.
Section 11(a) of the Securities Exchange Act of 1934 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 requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
Each fund's Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the funds and review the commissions paid by each fund over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund.
For the fiscal years ended March 31, 1997 , 1996, and 1995, the funds
paid no brokerage commissions.
From time to time the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment whether it would be advisable for each fund to seek such
recapture.
Although the Trustees and officers of each fund are substantially the same
as those of other funds managed by FMR, investment decisions for each 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 and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as each fund is concerned. In other cases,
however, the ability of the funds to participate in volume transactions
will produce better executions and prices for the funds. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to each fund outweighs any disadvantages that may be
said to exist from exposure to simultaneous transactions.
VALUATION
Fidelity Service Company, Inc. (FSC) normally determines a class's net
asset value per share (NAV) at 12:00 noon Eastern time for Tax-Exempt; 2:00
p.m. Eastern time for Treasury Only; 3:00 p.m. Eastern time for Money
Market; and 3:00 p.m. and 5:00 p.m. Eastern time for Treasury, Government,
Domestic, and Rated Money Market. The valuation of portfolio securities is
determined as of these times for the purpose of computing each class's NAV.
Portfolio securities and other assets are valued on the basis of amortized
cost. This technique involves initially valuing an instrument at its cost
as adjusted for amortization of premium or accretion of discount rather
than its current market value. The amortized cost value of an instrument
may be higher or lower than the price a fund would receive if it sold the
instrument.
During periods of declining interest rates, a class's yield based on
amortized cost valuation may be higher than that which would result if the
fund used market valuations to determine its NAV. The converse would apply
during periods of rising interest rates.
Valuing each fund's investments on the basis of amortized cost and use of
the term "money market fund" are permitted pursuant to Rule 2a-7 under the
1940 Act. Each fund must adhere to certain conditions under Rule 2a-7, as
summarized in the section entitled "Quality and Maturity" on page .
The Board of Trustees oversees FMR's adherence to the provisions of Rule
2a-7 and has established procedures designed to stabilize each class'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 a
class's amortized cost per share may result in material dilution or other
unfair results to shareholders, the Trustees have agreed to take such
corrective action, if any, as they deem appropriate to eliminate or reduce,
to the extent reasonably practicable, the dilution or unfair results. Such
corrective action could include selling portfolio instruments prior to
maturity to realize capital gains or losses or to shorten average portfolio
maturity; withholding dividends; redeeming shares in kind; establishing NAV
by using available market quotations; and such other measures as the
Trustees may deem appropriate.
PERFORMANCE
The funds may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns. Each class's yield and total return
fluctuate in response to market conditions and other factors.
YIELD CALCULATIONS. To compute a class's yield for a period, the net change
in value of a hypothetical account containing one share reflects the value
of additional shares purchased with dividends from the one original share
and dividends declared on both the original share and any additional
shares. The net change is then divided by the value of the account at the
beginning of the period to obtain a base period return. This base period
return is annualized to obtain a current annualized yield. An effective
yield may also be calculated by compounding the base period return over a
one-year period. In addition to the current yield, the funds may quote
yields in advertising based on any historical seven-day period. Yields for
each class are calculated on the same basis as other money market funds, as
required by applicable regulations.
Yield information may be useful in reviewing a class's performance and in
providing a basis for comparison with other investment alternatives.
However, each class's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider.
Investors should recognize that in periods of declining interest rates a
class's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates the class's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to a fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of the
fund's holdings, thereby reducing the class's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
A class's tax-equivalent yield is the rate an investor would have to earn
from a fully taxable investment before taxes to equal the class's tax-free
yield. Tax-equivalent yields are calculated by dividing a class's yield by
the result of one minus a stated federal or combined federal and state tax
rate. If only a portion of a class's yield is tax-exempt, only that portion
is adjusted in the calculation.
The following table shows the effect of a shareholder's tax status on
effective yield under federal income tax laws for 1997. It shows the
approximate yield a taxable security must provide at various income
brackets to produce after-tax yields equivalent to those of hypothetical
tax-exempt obligations yielding from 2% to 7%. Of course, no assurance can
be given that a class will achieve any specific tax-exempt yield. While
Tax-Exempt invests principally in obligations whose interest is exempt from
federal income tax, other income received by the fund may be taxable.
1997 TAX RATES AND TAX-EQUIVALENT YIELDS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Federal If individual tax-exempt yield is:
Taxable Income* Tax 2% 3% 4% 5% 6% 7%
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Single Return Joint Return Bracket** Then taxable-equivalent yield is:
$ 0 - $ 24,650 $ 0 - $ 41,200 15% 2.35% 3.53% 4.71% 5.88% 7.06% 8.24%
24,651 - 59,750 41,201 - 99,600 28% 2.78% 4.17% 5.56% 6.94% 8.33% 9.72%
59,751 - 124,650 99,601 - 151,750 31% 2.90% 4.35% 5.80% 7.25% 8.70% 10.14%
124,651 - 271,050 151,751 - 271,050 36% 3.13% 4.69% 6.25% 7.81% 9.38% 10.94%
271,051 - + 271,051 - + 39.6% 3.31% 4.97% 6.62% 8.28% 9.93% 11.59%
</TABLE>
* Net amount subject to federal income tax after deductions and exemptions.
Assumes ordinary income only.
** Excludes the impact of the phaseout of personal exemptions, limitations
on itemized deductions, and other credits, exclusions, and adjustments
which may increase a taxpayer's marginal tax rate. An increase in a
shareholder's marginal tax rate would increase that shareholder's
tax-equivalent yield.
Tax-Exempt may invest a portion of its assets in obligations that are
subject to federal income tax. When the fund invests in these obligations,
its tax-equivalent yield will be lower. In the table above, tax-equivalent
yields are calculated assuming investments are 100% federally tax-free.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a class's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the class's NAV over a
stated period. Average annual total returns are calculated by determining
the growth or decline in value of a hypothetical historical investment in a
class over a stated period, and then calculating the annually compounded
percentage rate that would have produced the same result if the rate of
growth or decline in value had been constant over the period. For example,
a cumulative total return of 100% over ten years would produce an average
annual total return of 7.18%, which is the steady annual rate of return
that would equal 100% growth on a compounded basis in ten years. While
average annual total returns are a convenient means of comparing investment
alternatives, investors should realize that a class's performance is not
constant over time, but changes from year to year, and that average annual
total returns represent averaged figures as opposed to the actual
year-to-year performance of the class.
In addition to average annual total returns, a class may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration.
HISTORICAL FUND RESULTS. The following table shows 7-day yields,
tax-equivalent yields, and total returns for Class I, Class II, and Class
III of each fund for the period ended March 31, 1997 . The initial
offering of Class II shares of the funds began on November 1, 1995. The
initial offerings of Class III shares of the funds began on the following
dates: Treasury Only (11/ 6 /95), Treasury (10/22/93), Government
(4/4/94), Domestic (7/19/94), Rated Money Market (11/ 6 /95), Money
Market (11/17/93), and Tax-Exempt (11/ 6 /95). For Class II and III
shares of the funds, the figures for periods prior to the initial offering
dates reflect the performance of Class I, the original class of each fund,
which class does not have a 12b-1 fee. Class II and III figures would have
been lower had 12b-1 fees been reflected in all periods. Class II shares
have a 0.15% 12b-1 fee, which was not reflected in the figures for periods
prior to that date. Class III shares of Government have a 0.25% 12b-1 fee,
which is reflected in the figures for periods after its initial offering of
Class III shares. Prior to July 1, 1995, Class III shares of Treasury,
Domestic, and Money Market had a 0.32% 12b-1 fee, which is reflected in
figures after the initial offering dates of Class III shares of these
funds. Effective July 1, 1995, Class III shares of Treasury, Domestic, and
Money Market have a 0.25% 12b-1 fee, which is reflected in figures after
that date for Class III shares of these funds. Effective November 1, 1995,
Class III shares of Treasury Only, Rated Money Market, and Tax-Exempt have
a 0.25% 12b-1 fee, which is reflected in figures after that date for these
funds.
Tax-Exempt's tax-equivalent yield is based on a 36% federal income tax
rate.
Average Annual Total Returns Cumulative Total Returns
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Seven-Da Tax- One Five Ten One Five Ten
y Equivalent Year Years Years/ Year Years Years/
Yield Yield Life of Life of
Fund* Fund*
Treasury Only - 5.09% N/A 5.17% 4.35% 4.73 % 5.17 % 23.75 % 35.05 %
Class I
Treasury Only - 4.94% N/A 5.01% 4.31% 4.70 % 5.01 % 23.48 % 34.76 %
Class II
Treasury Only - 4.84% N/A 4.90% 4.28% 4.68 % 4.90 % 23.32 % 34.58 %
Class III
Treasury - 5.47% N/A 5.30% 4.47% 5.93 % 5.30 % 24.45 % 77.96 %
Class I
Treasury - 5.32% N/A 5.14% 4.43% 5.91 % 5.14 % 24.19 % 77.59 %
Class II
Treasury - 5.22% N/A 5.03% 4.27% 5.83 % 5.03 % 23.23 % 76.22 %
Class III
Government - 5.38% N/A 5.37% 4.55% 6.04 % 5.37 % 24.91 % 79.79 %
Class I
Government - 5.22% N/A 5.22% 4.51% 6.02 % 5.22 % 24.66 % 79.42 %
Class II
Government - 5.13% N/A 5.11% 4.39% 5.96 % 5.11 % 23.99 % 78.46 %
Class III
Domestic - 5.34% N/A 5.40% 4.57% 5.39 % 5.40 % 25.01 % 47.61 %
Class I
Domestic - 5.19% N/A 5.24% 4.52% 5.36 % 5.24 % 24.75 % 47.31 %
Class II
Domestic - 5.09% N/A 5.13% 4.41% 5.29 % 5.13 % 24.08 % 46.52 %
Class III
Rated Money 5.32% N/A 5.39% 4.39% 5.89 % 5.39 % 23.95 % 77.23 %
Market - Class I
Rated Money 5.17% N/A 5.23% 4.34% 5.87 % 5.23 % 23.69 % 76.86 %
Market - Class II
Rated Money 5.07% N/A 5.12% 4.32% 5.85 % 5.12 % 23.52 % 76.62 %
Market - Class III
Money Market - 5.36% N/A 5.43% 4.62% 6.14 % 5.43 % 25.31 % 81.45 %
Class I
Money Market - 5.21% N/A 5.27% 4.57% 6.12 % 5.27 % 25.05 % 81.08 %
Class II
Money Market - 5.10% N/A 5.17% 4.42% 6.04 % 5.17 % 24.11 % 79.73 %
Class III
Tax-Exempt - 3.40%
5.31% 3.40% 3.11% 4.18 % 3.40 % 16.54 % 50.58 %
Class I
Tax-Exempt - 3.23%
5.05% 3.25% 3.07% 4.16 % 3.25 % 16.30 % 50.26 %
Class II
Tax-Exempt - 3.15%
4.92% 3.14% 3.04% 4.14 % 3.14 % 16.13 % 50.05 %
Class III
</TABLE>
* Life of Fund figures are from commencement of operations (October 3, 1990
for Treasury Only, and November 3, 1989 for Domestic) through the fund's
1997 fiscal year end.
Note: If FMR had not reimbursed certain expenses during these periods,
total returns would have been lower and the 7-day yields for the period
ending March 31, 1997 for Class I, Class II, and Class III of each fund
would have been:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Class I Class II Class III
Fund Seven - Tax - Seven
Day Equivalent - Day Tax - Equivalent Seven - Day Tax - Equivalent
Yield Yield Yield* Yield* Yield Yield
Treasury Only 4.87 % n/a 4.72 % n/a 4.62 % n/a
Treasury 5.43 % n/a 5.00 % n/a 5.17 % n/a
Government 5.33 % n/a 4.95 % n/a 5.01 % n/a
Domestic 5.27 % n/a 3.17 % n/a 4.93 % n/a
Rated Money 5.10 % n/a 4.95 % n/a 4.80% n/a
Market
Money Market 5.26 % n/a 5.03 % n/a 4.99 % n/a
Tax-Exempt 3.34 % 5.22% 3.01 % 4.70 % 1.84 % * 2.88 %*
</TABLE>
* Figures are based on actual expenses of Class II and Class III
(Tax-Exempt) of the funds from commencement of operations (11/6/95) through
the fiscal year ended March 31, 1997.
The following tables show the income and capital elements of each class's
cumulative total returns. The tables compares each class's returns to the
record of the Standard & Poor's 500 Index (S&P 500), the Dow Jones
Industrial Average (DJIA), and the cost of living measured by the Consumer
Price Index, (CPI) over the same period. The CPI information is as of the
month-end closest to the initial investment date for each class. The S&P
500 and DJIA comparisons are provided to show how each class's total return
compared to the record of a broad unmanaged index of common stocks and a
narrower set of stocks of major industrial companies, respectively, over
the same period. Because each fund invests in short-term fixed-income
securities, common stocks represent a different type of investment from the
funds. Common stocks generally offer greater growth potential than the
funds, but generally experience greater price volatility, which means
greater potential for loss. In addition, common stocks generally provide
lower income than a fixed-income investment such as the funds. The S&P 500
and DJIA are based on the prices of unmanaged groups of stocks and, unlike
each class's returns, do not include the effect of brokerage commissions or
other costs of investing.
CLASS II CHARTS. The initial offering of the Class II shares of each fund
began on November 1, 1995. Class II shares have a 0.15% 12b-1 fee, which is
not reflected in the figures prior to that date. The figures for periods
prior to the initial offering date reflect the performance of Class I, the
original class of each fund, which class does not have a 12b-1 fee. Class
II figures would have been lower had 12b-1 fees been reflected in all
periods.
CLASS III CHARTS. The initial offerings of the funds' Class III shares
began on the following dates: Treasury Only (11/ 6 /95), Treasury
(10/22/93), Government (4/4/94), Domestic (7/19/94), Rated Money Market
(11/ 6 /95), Money Market (11/17/93), and Tax-Exempt (11/ 6 /95).
The figures for periods prior to the initial offering dates reflect the
performance of Class I, the original class of each fund, which class does
not have a 12b-1 fee. Class III figures would have been lower had 12b-1
fees been reflected in all periods. Class III shares of Government have a
0.25% 12b-1 fee, which is reflected in the figures for periods after its
initial offering of Class III shares. Prior to July 1, 1995, Class III
shares of Treasury, Domestic, and Money Market had a 0.32% 12b-1 fee, which
is reflected in figures after the initial offering dates of Class III
shares of these funds. Effective July 1, 1995, Class III shares of
Treasury, Domestic, and Money Market have a 0.25% 12b-1 fee, which is
reflected in figures after that date for Class III shares of these funds.
Effective November 1, 1995, Class III shares of Treasury Only, Rated Money
Market, and Tax-Exempt have a 0.25% 12b-1 fee, which is reflected in
figures after that date for these funds.
The following tables show the growth in value of a hypothetical $10,000
investment in each class of each fund during the past 10 fiscal years ended
1997 or life of each fund, as applicable, assuming all distributions were
reinvested. The figures below reflect the fluctuating interest rates of the
specified periods and should not be considered representative of the
dividend income or capital gain or loss that could be realized from an
investment in a class today. Tax consequences of different investments have
not been factored into the figures below.
TREASURY ONLY
HISTORICAL FUND RESULTS
During the period from October 3, 1990 (commencement of operations) to
March 31, 1997, a hypothetical $10,000 investment in Class I of Treasury
Only would have grown to $13,505, assuming all distributions were
reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY ONLY - CLASS I
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living **
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 3,505 $ 0 $ 13,505 $ 28,782 $ 31,403 $ 12,057
1996 10,000 2,842 0 12,842 24,020 26,101 11,733
1995+ 10,000 2,165 0 12,165 18,183 18,980 11,409
1994 10,000 1,624 0 11,624 15,735 16,157 11,093
1993 10,000 1,285 0 11,285 15,506 14,846 10,821
1992 10,000 913 0 10,913 13,454 13,573 10,497
1991* 10,000 353 0 10,353 12,114 11,848 10,173
</TABLE>
* From October 3, 1990 (commencement of operations).
** From nearest month end.
+ The fiscal year end of the fund changed from July 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class I of
Treasury Only on October 3, 1990, the net amount invested in Class I shares
was $10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 13,505 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 3,011 for dividends. The fund did not distribute any capital gains
during the period.
During the period from October 3, 1990 (commencement of operations) to
March 31, 1997, a hypothetical $10,000 investment in Class II of Treasury
Only would have grown to $13,476, assuming all distributions were
reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY ONLY - CLASS II INDICES
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living **
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 3,476 $ 0 $ 13,476 $ 28,782 $ 31,403 $ 12,057
1996 10,000 2,833 0 12,833 24,020 26,101 11,733
1995+ 10,000 2,165 0 12,165 18,183 18,980 11,409
1994 10,000 1,624 0 11,624 15,735 16,157 11,093
1993 10,000 1,285 0 11,285 15,506 14,846 10,821
1992 10,000 913 0 10,913 13,454 13,573 10,497
1991* 10,000 353 0 10,353 12,114 11,848 10,173
</TABLE>
* From October 3, 1990 (commencement of operations).
** From nearest month end.
+ The fiscal year end of the fund changed from July 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class II of
Treasury Only on October 3, 1990, the net amount invested in Class II
shares was $10,000. The cost of the initial investment ($10,000) together
with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time they
were reinvested) amounted to $ 13,476 . If distributions had not been
reinvested, the amount of distributions earned from the class over time
would have been smaller, and cash payments for the period would have
amounted to $ 2,989 for dividends. The fund did not distribute any
capital gains during the period.
During the period from October 3, 1990 (commencement of operations) to
March 31, 1997, a hypothetical $10,000 investment in Class III of Treasury
Only would have grown to $13,458, assuming all distributions were
reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY ONLY - CLASS III
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living **
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 3,458 $ 0 $ 13,458 $ 28,782 $ 31,403 $ 12,057
1996 10,000 2,829 0 12,829 24,020 26,101 11,733
1995+ 10,000 2,165 0 12,165 18,183 18,980 11,409
1994 10,000 1,624 0 11,624 15,735 16,157 11,093
1993 10,000 1,285 0 11,285 15,506 14,846 10,821
1992 10,000 913 0 10,913 13,454 13,573 10,497
1991* 10,000 353 0 10,353 12,114 11,848 10,173
</TABLE>
* From October 3, 1990 (commencement of operations).
** From nearest month end.
+ The fiscal year end of the fund changed from July 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class III of
Treasury Only on October 3, 1990, the net amount invested in Class III
shares was $10,000. The cost of the initial investment ($10,000) together
with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time they
were reinvested) amounted to $ 13,458 . If distributions had not been
reinvested, the amount of distributions earned from the class over time
would have been smaller, and cash payments for the period would have
amounted to $ 2,976 for dividends. The fund did not distribute any
capital gains during the period.
TREASURY
HISTORICAL FUND RESULTS
During the ten year period ended March 31, 1997, a hypothetical $10,000
investment in Class I of Treasury would have grown to $17,796, assuming all
distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY - CLASS I
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 7,796 $ 0 $ 17,796 $ 35,111 $ 38,701 $ 14,273
1996 10,000 6,901 0 16,901 29,302 32,166 13,889
1995 10,000 5,976 0 15,976 22,182 23,391 13,506
1994 10,000 5,247 0 15,247 19,195 19,911 13,131
1993 10,000 4,795 0 14,795 18,916 18,296 12,810
1992 10,000 4,300 0 14,300 16,412 16,727 12,426
1991 10,000 3,566 0 13,566 14,778 14,601 12,043
1990 10,000 2,576 0 12,576 12,919 13,059 11,481
1989 10,000 1,525 0 11,525 10,831 10,654 10,910
1988 10,000 660 0 10,660 9,168 8,909 10,393
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class I of
Treasury on March 31, 1987, the net amount invested in Class I shares was
$10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 17,796 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 5,779 for dividends. The fund did not distribute any capital gains
during the period.
During the ten year period ended March 31, 1997, a hypothetical $10,000
investment in Class II of Treasury would have grown to $17,759, assuming
all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY - CLASS II
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 7,759 $ 0 $ 17,759 $ 35,111 $ 38,701 $ 14,273
1996 10,000 6,891 0 16,891 29,302 32,166 13,889
1995 10,000 5,976 0 15,976 22,182 23,391 13,506
1994 10,000 5,247 0 15,247 19,195 19,911 13,131
1993 10,000 4,795 0 14,795 18,916 18,296 12,810
1992 10,000 4,300 0 14,300 16,412 16,727 12,426
1991 10,000 3,566 0 13,566 14,778 14,601 12,043
1990 10,000 2,576 0 12,576 12,919 13,059 11,481
1989 10,000 1,525 0 11,525 10,831 10,654 10,910
1988 10,000 660 0 10,660 9,168 8,909 10,393
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class II of
Treasury on March 31, 1987, the net amount invested in Class II shares was
$10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 17,759 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 5,758 for dividends. The fund did not distribute any capital gains
during the period.
During the ten year period ended March 31, 1997, a hypothetical $10,000
investment in Class III of Treasury would have grown to $17,622, assuming
all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY - CLASS III
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 7,622 $ 0 $ 17,622 $ 35,111 $ 38,701 $ 14,273
1996 10,000 6,778 0 16,778 29,302 32,166 13,889
1995 10,000 5,903 0 15,903 22,182 23,391 13,506
1994 10,000 5,226 0 15,226 19,195 19,911 13,131
1993 10,000 4,795 0 14,795 18,916 18,296 12,810
1992 10,000 4,300 0 14,300 16,412 16,727 12,426
1991 10,000 3,566 0 13,566 14,778 14,601 12,043
1990 10,000 2,576 0 12,576 12,919 13,059 11,481
1989 10,000 1,525 0 11,525 10,831 10,654 10,910
1988 10,000 660 0 10,660 9,168 8,909 10,393
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class III of
Treasury on March 31, 1987, the net amount invested in Class III shares was
$10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 17,622 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 5,681 for dividends. The fund did not distribute any capital gains
during the period.
GOVERNMENT
HISTORICAL FUND RESULTS
During the ten year period ended March 31, 1997, a hypothetical $10,000
investment in Class I of Government would have grown to $17,979, assuming
all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
GOVERNMENT - CLASS I
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 7,979 $ 0 $ 17,979 $ 35,111 $ 38,701 $ 14,273
1996 10,000 7,062 0 17,062 29,302 32,166 13,889
1995 10,000 6,120 0 16,120 22,182 23,391 13,506
1994 10,000 5,372 0 15,372 19,195 19,911 13,131
1993 10,000 4,906 0 14,906 18,916 18,296 12,810
1992 10,000 4,393 0 14,393 16,412 16,727 12,426
1991 10,000 3,637 0 13,637 14,778 14,601 12,043
1990 10,000 2,633 0 12,633 12,919 13,059 11,481
1989 10,000 1,574 0 11,574 10,831 10,654 10,910
1988 10,000 698 0 10,698 9,168 8,909 10,393
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class I of
Government on March 31, 1987, the net amount invested in Class I shares was
$10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 17,979. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 5,882 for dividends. The fund did not distribute any capital gains
during the period.
During the ten year period ended March 31, 1997, a hypothetical $10,000
investment in Class II of Government would have grown to $17,942, assuming
all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
GOVERNMENT - CLASS II
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 7,942 $ 0 $ 17,942 $ 35,111 $ 38,701 $ 14,273
1996 10,000 7,052 0 17,052 29,302 32,166 13,889
1995 10,000 6,120 0 16,120 22,182 23,391 13,506
1994 10,000 5,372 0 15,372 19,195 19,911 13,131
1993 10,000 4,906 0 14,906 18,916 18,296 12,810
1992 10,000 4,393 0 14,393 16,412 16,727 12,426
1991 10,000 3,637 0 13,637 14,778 14,601 12,043
1990 10,000 2,633 0 12,633 12,919 13,059 11,481
1989 10,000 1,574 0 11,574 10,831 10,654 10,910
1988 10,000 698 0 10,698 9,168 8,909 10,393
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class II of
Government on March 31, 1987, the net amount invested in Class II shares
was $10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 17,942 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 5,861 for dividends. The fund did not distribute any capital gains
during the period.
During the ten year period ended March 31, 1997, a hypothetical $10,000
investment in Class III of Government would have grown to $17,846, assuming
all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
GOVERNMENT - CLASS III
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 7,846 $ 0 $ 17,846 $ 35,111 $ 38,701 $ 14,273
1996 10,000 6,978 0 16,978 29,302 32,166 13,889
1995 10,000 6,080 0 16,080 22,182 23,391 13,506
1994 10,000 5,372 0 15,372 19,195 19,911 13,131
1993 10,000 4,906 0 14,906 18,916 18,296 12,810
1992 10,000 4,393 0 14,393 16,412 16,727 12,426
1991 10,000 3,637 0 13,637 14,778 14,601 12,043
1990 10,000 2,633 0 12,633 12,919 13,059 11,481
1989 10,000 1,574 0 11,574 10,831 10,654 10,910
1988 10,000 698 0 10,698 9,168 8,909 10,393
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class III of
Government on March 31, 1987, the net amount invested in Class III shares
was $10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 17,846. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 5,807 for dividends. The fund did not distribute any capital gains
during the period.
DOMESTIC
HISTORICAL FUND RESULTS
During the period from November 3, 1989 (commencement of operations) to
March 31, 1997, a hypothetical $10,000 investment in Class I of Domestic
would have grown to $14,761, assuming all distributions were
reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
DOMESTIC - CLASS I
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living **
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 4,761 $ 0 $ 14,761 $ 27,692 $ 30,972 $ 12,739
1996 10,000 4,006 0 14,006 23,110 25,742 12,397
1995 10,000 3,232 0 13,232 17,494 18,720 12,054
1994 10,000 2,605 0 12,605 15,139 15,935 11,720
1993 10,000 2,222 0 12,222 14,919 14,642 11,433
1992 10,000 1,808 0 11,808 12,944 13,387 11,091
1991 10,000 1,192 0 11,192 11,655 11,685 10,748
1990* 10,000 352 0 10,352 10,189 10,451 10,247
</TABLE>
* From November 3, 1989 (commencement of operations).
** From nearest month end.
Explanatory Notes: With an initial investment of $10,000 in Class I of
Domestic on November 3, 1989, the net amount invested in Class I shares was
$10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 14,761 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 3,904 for dividends. The fund did not distribute any capital gains
during the period.
During the period from November 3, 1989 (commencement of operations) to
March 31, 1997, a hypothetical $10,000 investment in Class II of Domestic
would have grown to $14,731, assuming all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
DOMESTIC - CLASS II
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living **
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 4,731 $ 0 $ 14,731 $ 27,692 $ 30,972 $ 12,739
1996 10,000 3,997 0 13,997 23,110 25,472 12,397
1995 10,000 3,232 0 13,232 17,494 18,720 12,054
1994 10,000 2,605 0 12,605 15,139 15,935 11,720
1993 10,000 2,222 0 12,222 14,919 14,642 11,433
1992 10,000 1,808 0 11,808 12,944 13,387 11,091
1991 10,000 1,192 0 11,192 11,655 11,685 10,748
1990* 10,000 352 0 10,352 10,189 10,451 10,247
</TABLE>
* From November 3, 1989 (commencement of operations).
** From nearest month end.
Explanatory Notes: With an initial investment of $10,000 in Class II of
Domestic on November 3, 1989, the net amount invested in Class II shares
was $10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 14,731 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 3,883 for dividends. The fund did not distribute any capital gains
during the period.
During the period from November 3, 1989 (commencement of operations) to
March 31, 1997, a hypothetical $10,000 investment in Class III of Domestic
would have grown to $14,652, assuming all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
DOMESTIC - CLASS III
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living **
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 4,652 $ 0 $ 14,652 $ 27,692 $ 30,972 $ 12,739
1996 10,000 3,936 0 13,936 23,110 25,742 12,397
1995 10,000 3,202 0 13,202 17,494 18,720 12,054
1994 10,000 2,605 0 12,605 15,139 15,935 11,720
1993 10,000 2,222 0 12,222 14,919 14,642 11,433
1992 10,000 1,808 0 11,808 12,944 13,387 11,091
1991 10,000 1,192 0 11,192 11,655 11,685 10,748
1990* 10,000 352 0 10,352 10,189 10,451 10,247
</TABLE>
* From November 3, 1989 (commencement of operations).
** From nearest month end.
Explanatory Notes: With an initial investment of $10,000 in Class III of
Domestic on November 3, 1989, the net amount invested in Class III shares
was $10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 14,652 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 3,829 for dividends. The fund did not distribute any capital gains
during the period.
RATED MONEY MARKET
HISTORICAL FUND RESULTS
During the ten year period ended March 31, 1997, a hypothetical $10,000
investment in Class I of Rated Money Market would have grown to $17,723,
assuming all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
RATED MONEY MARKET - CLASS I
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 7,723 $ 0 $ 17,723 $ 35,111 $ 38,701 $ 14,273
1996+ 10,000 6,817 0 16,817 29,302 32,166 13,889
1995 10,000 5,912 0 15,912 22,182 23,391 13,506
1994 10,000 5,194 0 15,194 19,195 19,911 13,131
1993 10,000 4,767 0 14,767 18,916 18,296 12,810
1992+ 10,000 4,298 0 14,298 16,412 16,727 12,426
1991 10,000 3,578 0 13,578 14,778 14,601 12,043
1990 10,000 2,591 0 12,591 12,919 13,059 11,481
1989 10,000 1,551 0 11,551 10,831 10,654 10,910
1988 10,000 684 0 10,684 9,168 8,909 10,393
</TABLE>
+ The fiscal year end of the fund changed from August 31 to March 31 in
June 1995, and from October 31 to August 31 in July 1992.
Explanatory Notes: With an initial investment of $10,000 in Class I of
Rated Money Market on March 31, 1987, the net amount invested in Class I
shares was $10,000. The cost of the initial investment ($10,000) together
with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time they
were reinvested) amounted to $ 17,723 . If distributions had not been
reinvested, the amount of distributions earned from the class over time
would have been smaller, and cash payments for the period would have
amounted to $ 5,738 for dividends. The fund did not distribute any
capital gains during the period.
During the ten year period ended March 31, 1997, a hypothetical $10,000
investment in Class II of Rated Money Market would have grown to $17,686,
assuming all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
RATED MONEY MARKET - CLASS II
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 7,686 $ 0 $ 17,686 $ 35,111 $ 38,701 $ 14,273
1996+ 10,000 6,807 0 16,807 29,302 32,166 13,889
1995 10,000 5,912 0 15,912 22,182 23,391 13,506
1994 10,000 5,194 0 15,194 19,195 19,911 13,131
1993 10,000 4,767 0 14,767 18,916 18,296 12,810
1992+ 10,000 4,298 0 14,298 16,412 16,727 12,426
1991 10,000 3,578 0 13,578 14,778 14,601 12,043
1990 10,000 2,591 0 12,591 12,919 13,059 11,481
1989 10,000 1,551 0 11,551 10,831 10,654 10,910
1988 10,000 684 0 10,684 9,168 8,909 10,393
</TABLE>
+ The fiscal year end of the fund changed from August 31 to March 31 in
June 1995, and from October 31 to August 31 in July 1992.
Explanatory Notes: With an initial investment of $10,000 in Class II of
Rated Money Market on March 31, 1987, the net amount invested in Class II
shares was $10,000. The cost of the initial investment ($10,000) together
with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time they
were reinvested) amounted to $ 17,686 . If distributions had not been
reinvested, the amount of distributions earned from the class over time
would have been smaller, and cash payments for the period would have
amounted to $ 5,717 for dividends. The fund did not distribute any
capital gains during the period.
During the ten year period ended March 31, 1997, a hypothetical $10,000
investment in Class III of Rated Money Market would have grown to $17,662,
assuming all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
RATED MONEY MARKET - CLASS III
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 7,662 $ 0 $ 17,662 $ 35,111 $ 38,701 $ 14,273
1996+ 10,000 6,801 0 16,801 29,302 32,166 13,889
1995 10,000 5,912 0 15,912 22,182 23,391 13,506
1994 10,000 5,194 0 15,194 19,195 19,911 13,131
1993 10,000 4,767 0 14,767 18,916 18,296 12,810
1992+ 10,000 4,298 0 14,298 16,412 16,727 12,426
1991 10,000 3,578 0 13,578 14,778 14,601 12,043
1990 10,000 2,591 0 12,591 12,919 13,059 11,481
1989 10,000 1,551 0 11,551 10,831 10,654 10,910
1988 10,000 684 0 10,684 9,168 8,909 10,393
</TABLE>
+ The fiscal year end of the fund changed from August 31 to March 31 in
June 1995, and from October 31 to August 31 in July 1992.
Explanatory Notes: With an initial investment of $10,000 in Class III of
Rated Money Market on March 31, 1987, the net amount invested in Class III
shares was $10,000. The cost of the initial investment ($10,000) together
with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time they
were reinvested) amounted to $ 17,662 . If distributions had not been
reinvested, the amount of distributions earned from the class over time
would have been smaller, and cash payments for the period would have
amounted to $ 5,703 for dividends. The fund did not distribute any
capital gains during the period.
MONEY MARKET
HISTORICAL FUND RESULTS
During the ten year period ended March 31, 1997, a hypothetical $10,000
investment in Class I of Money Market would have grown to $18,145, assuming
all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
MONEY MARKET - CLASS I
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 8,145 $ 0 $ 18,145 $ 35,111 $ 38,701 $ 14,273
1996 10,000 7,211 0 17,211 29,302 32,166 13,889
1995 10,000 6,252 0 16,252 22,182 23,391 13,506
1994 10,000 5,479 0 15,479 19,195 19,911 13,131
1993 10,000 5,000 0 15,000 18,916 18,296 12,810
1992 10,000 4,481 0 14,481 16,412 16,727 12,426
1991 10,000 3,714 0 13,714 14,778 14,601 12,043
1990 10,000 2,683 0 12,683 12,919 13,059 11,481
1989 10,000 1,608 0 11,608 10,831 10,654 10,910
1988 10,000 714 0 10,714 9,168 8,909 10,393
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class I of
Money Market on March 31, 1987, the net amount invested in Class I shares
was $10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 18,145 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 5,975 for dividends. The fund did not distribute any capital gains
during the period.
During the ten year period ended March 31, 1997, a hypothetical $10,000
investment in Class II of Money Market would have grown to $18,108,
assuming all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
MONEY MARKET - CLASS II
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 8,108 $ 0 $ 18,108 $ 35,111 $ 38,701 $ 14,273
1996 10,000 7,201 0 17,201 29,302 32,166 13,889
1995 10,000 6,252 0 16,252 22,182 23,391 13,506
1994 10,000 5,479 0 15,479 19,195 19,911 13,131
1993 10,000 5,000 0 15,000 18,916 18,296 12,810
1992 10,000 4,481 0 14,481 16,412 16,727 12,426
1991 10,000 3,714 0 13,714 14,778 14,601 12,043
1990 10,000 2,683 0 12,683 12,919 13,059 11,481
1989 10,000 1,608 0 11,608 10,831 10,654 10,910
1988 10,000 714 0 10,714 9,168 8,909 10,393
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class II of
Money Market on March 31, 1987, the net amount invested in Class II shares
was $10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 18,108 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 5,954 for dividends. The fund did not distribute any capital gains
during the period.
During the ten year period ended March 31, 1997, a hypothetical $10,000
investment in Class III of Money Market would have grown to $17,973,
assuming all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
MONEY MARKET - CLASS III
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 7,973 $ 0 $ 17,973 $ 35,111 $ 38,701 $ 14,273
1996 10,000 7,090 0 17,090 29,302 32,166 13,889
1995 10,000 6,182 0 16,182 22,182 23,391 13,506
1994 10,000 5,461 0 15,461 19,195 19,911 13,131
1993 10,000 5,000 0 15,000 18,916 18,296 12,810
1992 10,000 4,481 0 14,481 16,412 16,727 12,426
1991 10,000 3,714 0 13,714 14,778 14,601 12,043
1990 10,000 2,683 0 12,683 12,919 13,059 11,481
1989 10,000 1,608 0 11,608 10,831 10,654 10,910
1988 10,000 714 0 10,714 9,168 8,909 10,393
</TABLE>
Explanatory Notes: With an initial investment of $10,000 in Class III of
Money Market on March 31, 1987, the net amount invested in Class III shares
was $10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 17,973 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 5,879 for dividends. The fund did not distribute any capital gains
during the period.
TAX-EXEMPT
HISTORICAL FUND RESULTS
During the ten year period ended March 31, 1997, a hypothetical $10,000
investment in Class I of Tax-Exempt would have grown to $15,058, assuming
all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TAX-EXEMPT - CLASS I
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 5,058 $ 0 $ 15,058 $ 35,111 $ 38,701 $ 14,273
1996 10,000 4,563 0 14,563 29,302 32,166 13,889
1995+ 10,000 4,043 0 14,043 22,182 23,391 13,506
1994 10,000 3,610 0 13,610 19,195 19,911 13,131
1993 10,000 3,287 0 13,287 18,916 18,296 12,810
1992 10,000 2,921 0 12,921 16,412 16,727 12,426
1991 10,000 2,401 0 12,401 14,778 14,601 12,043
1990 10,000 1,741 0 11,741 12,919 13,059 11,481
1989 10,000 1,057 0 11,057 10,831 10,654 10,910
1988 10,000 470 0 10,470 9,168 8,909 10,393
</TABLE>
+ The fiscal year end of the fund changed from May 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class I of
Tax-Exempt on March 31, 1987, the net amount invested in Class I shares was
$10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 15,058 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 4,101 for dividends. The fund did not distribute any capital gains
during the period.
During the ten year period ended March 31, 1997, a hypothetical $10,000
investment in Class II of Tax-Exempt would have grown to $15,026, assuming
all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TAX-EXEMPT - CLASS II
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 5,026 $ 0 $ 15,026 $ 35,111 $ 38,701 $ 14,273
1996 10,000 4,554 0 14,554 29,302 32,166 13,889
1995+ 10,000 4,043 0 14,043 22,182 23,391 13,506
1994 10,000 3,610 0 13,610 19,195 19,911 13,131
1993 10,000 3,287 0 13,287 18,916 18,296 12,810
1992 10,000 2,921 0 12,921 16,412 16,727 12,426
1991 10,000 2,401 0 12,401 14,778 14,601 12,043
1990 10,000 1,741 0 11,741 12,919 13,059 11,481
1989 10,000 1,057 0 11,057 10,831 10,654 10,910
1988 10,000 470 0 10,470 9,168 8,909 10,393
</TABLE>
+ The fiscal year end of the fund changed from May 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class II of
Tax-Exempt on March 31, 1987, the net amount invested in Class II shares
was $10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 15,026 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 4,080 for dividends. The fund did not distribute any capital gains
during the period.
During the ten year period ended March 31, 1997, a hypothetical $10,000
investment in Class III of Tax-Exempt would have grown to $15,005, assuming
all distributions were reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TAX-EXEMPT - CLASS III
Period
Ended Value of Value of Value of Total S&P 500 DJIA Cost of
3/31 Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions
1997 $ 10,000 $ 5,005 $ 0 $ 15,005 $ 35,111 $ 38,701 $ 14,273
1996 10,000 4,548 0 14,548 29,302 32,166 13,889
1995+ 10,000 4,043 0 14,043 22,182 23,391 13,506
1994 10,000 3,610 0 13,610 19,195 19,911 13,131
1993 10,000 3,287 0 13,287 18,916 18,296 12,810
1992 10,000 2,921 0 12,921 16,412 16,727 12,426
1991 10,000 2,401 0 12,401 14,778 14,601 12,043
1990 10,000 1,741 0 11,741 12,919 13,059 11,481
1989 10,000 1,057 0 11,057 10,831 10,654 10,910
1988 10,000 470 0 10,470 9,168 8,909 10,393
</TABLE>
+ The fiscal year end of the fund changed from May 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class III of
Tax-Exempt on March 31, 1987, the net amount invested in Class III shares
was $10,000. The cost of the initial investment ($10,000) together with the
aggregate cost of reinvested dividends and capital gain distributions for
the period covered (their cash value at the time they were reinvested)
amounted to $ 15,005 . If distributions had not been reinvested, the
amount of distributions earned from the class over time would have been
smaller, and cash payments for the period would have amounted to
$ 4,065 for dividends. The fund did not distribute any capital gains
during the period.
PERFORMANCE COMPARISONS. A fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed as
mutual fund rankings prepared by Lipper Analytical Services, Inc. (Lipper),
an independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Generally, Lipper rankings are based on total
return, assume reinvestment of distributions, do not take sales charges or
redemption fees into consideration, and are prepared without regard to tax
consequences. Lipper may also rank funds based on yield. In addition to the
mutual fund rankings, a fund's performance may be compared to stock, bond,
and money market mutual fund performance indices prepared by Lipper or
other organizations. When comparing these indices, it is important to
remember the risk and return characteristics of each type of investment.
For example, while stock mutual funds may offer higher potential returns,
they also carry the highest degree of share price volatility. Likewise,
money market funds may offer greater stability of principal, but generally
do not offer the higher potential returns available from stock mutual
funds.
From time to time, a fund's performance may also 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. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
A fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, a fund
may offer greater liquidity or higher potential returns than CDs, a fund
does not guarantee your principal or your return, and fund shares are not
FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices.
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future.
A fund may compare its performance or the performance of securities in
which it may invest to averages published by IBC Financial Data, Inc. of
Ashland, Massachusetts. These averages assume reinvestment of
distributions. IBC's MONEY FUND REPORT AVERAGES(trademark)/Government,
which is reported in IBC's MONEY FUND REPORT(trademark), covers over
413 government money market funds; IBC MONEY FUND
AVERAGES(trademark)/ All Taxable, which is reported in IBC's MONEY
FUND REPORT(trademark), covers over 843 taxable money market funds;
and IBC MONEY FUND AVERAGES(trademark)/ All Tax-Free, which is reported in
IBC's MONEY FUND REPORT(trademark), covers over 428 tax-free
money market funds.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include other Fidelity funds; retirement investing;
brokerage products and services; model portfolios or allocations; saving
for college or other goals; charitable giving; and the Fidelity credit
card. In addition, Fidelity may quote or reprint financial or business
publications and periodicals as they relate to current economic and
political conditions, fund management, portfolio composition, investment
philosophy, investment techniques, the desirability of owning a particular
mutual fund, and Fidelity services and products. Fidelity may also reprint,
and use as advertising and sales literature, articles from Fidelity Focus,
a quarterly magazine provided free of charge to Fidelity fund shareholders.
A fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
As of March 31, 1997 , FMR advised over $ 28 billion in
tax-free fund assets, $ 96 billion in money market fund assets,
$ 306 billion in equity fund assets, $ 64 billion in
international fund assets, and $ 27 billion in Spartan fund assets.
The funds may reference the growth and variety of money market mutual funds
and the adviser's innovation and participation in the industry. The equity
funds under management figure represents the largest amount of equity fund
assets under management by a mutual fund investment adviser in the United
States, making FMR America's leading equity (stock) fund manager. FMR, its
subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investments abroad.
In addition to performance rankings, each class may compare its total
expense ratio to the average total expense ratio of similar funds tracked
by Lipper. A class's total expense ratio is a significant factor in
comparing bond and money market investments because of its effect on yield.
ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION
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 a class'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.
Pursuant to Rule 11a-3 under the 1940 Act, each fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, 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 an exchange, or (ii) a fund suspends the
redemption of the shares to be exchanged as permitted under the 1940 Act or
the rules and regulations thereunder, or a fund to be acquired suspends the
sale of its shares because it is unable to invest amounts effectively in
accordance with its investment objective and policies.
In the prospectus, each fund has notified 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 would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DIVIDENDS. Because each fund's income is primarily derived from interest,
dividends from the fund generally will not qualify for the
dividends-received deduction available to corporate shareholders. A portion
of each fund's dividends derived from certain U.S. Government obligations
may be exempt from state and local taxation.
To the extent that each fund's income is designated as federally tax-exempt
interest, the daily dividends declared by the fund are also federally
tax-exempt. Short-term capital gains are distributed as dividend income,
but do not qualify for the dividends-received deduction. These gains will
be taxed as ordinary income.
Each fund will send each shareholder a notice in January describing the tax
status of dividend and capital gain distributions (if any) for the prior
year.
Shareholders are required to report tax-exempt income on their federal tax
returns. Shareholders who earn other income, such as Social Security
benefits, may be subject to federal income tax on up to 85% of such
benefits to the extent that their income, including tax-exempt income,
exceeds certain base amounts.
Tax-Exempt purchases municipal securities whose interest FMR believes is
free from federal income tax. Generally, issuers or other parties have
entered into covenants requiring continuing compliance with federal tax
requirements to preserve the tax-free status of interest payments over the
life of the security. If at any time the covenants are not complied with,
or if the IRS determines that the issuer did not comply with relevant tax
requirements, interest payments from a security could become federally
taxable retroactive to the date the security was issued. For certain types
of structured securities, the tax status of the pass-through of tax-free
income may also be based on the federal tax treatment of the structure.
As a result of the Tax Reform Act of 1986, interest on certain "private
activity" securities is subject to the federal alternative minimum tax
(AMT), although the interest continues to be excludable from gross income
for other tax purposes. Interest from private activity securities will be
considered tax-exempt for purposes of Tax-Exempt's policy of investing so
that at least 80% of its income distribution is free from federal income
tax. Interest from private activity securities is a tax preference item for
the purposes of determining whether a taxpayer is subject to the AMT and
the amount of AMT to be paid, if any. Private activity securities issued
after August 7, 1986 to benefit a private or industrial user or to finance
a private facility are affected by this rule.
A portion of the gain on bonds purchased with market discount after April
30, 1993 and short-term capital gains distributed by the fund are taxable
to shareholders as dividends, not as capital gains. Dividend distributions
resulting from a recharacterization of gain from the sale of bonds
purchased with market discount after April 30, 1993 are not considered
income for the purposes of Tax-Exempt's policy of investing so that at
least 80% of its income distribution is free from federal income tax.
Tax-Exempt may distribute any net realized short-term capital gains and
taxable market discount once a year or more often, as necessary, to
maintain its net asset value at $1.00 per share.
It is the current position of the staff of the SEC that a fund that uses
the term "tax-exempt" in its name may not derive more than 20% of its
income from municipal obligations that pay interest that is a preference
item for purposes of the AMT. According to this position, at least 80% of
Tax-Exempt's income would have to be exempt from the AMT as well as from
federal income taxes.
Corporate investors should note that a tax preference item for the purposes
of the corporate AMT is 75% of the amount by which adjusted current
earnings (which includes tax-exempt interest) exceeds the alternative
minimum taxable income of the corporation. If a shareholder receives an
exempt-interest dividend and sells shares at a loss after holding them for
a period of six months or less, the loss will be disallowed to the extent
of the amount of the exempt-interest dividend.
CAPITAL GAIN DISTRIBUTIONS. Each fund may distribute any net realized
short-term capital gains once a year or more often as necessary, to
maintain its net asset value at $1.00 per share. Treasury Only, Treasury,
Government, Domestic, Rated Money Market, and Money Market do not
anticipate earning long-term capital gains on securities held by each fund.
Tax-Exempt does not anticipate distributing long-term capital gains.
As of the fiscal year ended March 31, 1997, Treasury Only had capital loss
carryforwards aggregating approximately $ 364,000 . The loss
carryforward for Treasury Only, of which $ 22,000 ,
$ 162,000 , $115,000, and $ 65,000 will expire on March
31, 2001 , 2002, 2004 , and 2005 , respectively, is
available to offset future capital gains.
As of the fiscal year ended March 31, 1997, Treasury had capital loss
carryforwards aggregating approximately $ 980,000 . The loss
carryforward for Treasury, of which $ 46,000 , $ 1,000 ,
$337,000 , $ 582,000 and $14,000 will expire on March 31,
1999 , 2000, 2001 , 2002 , and 2003 , respectively,
is available to offset future capital gains.
As of the fiscal year ended March 31, 1997, Government had capital loss
carryforwards aggregating approximately $ 1,065,000 . The loss
carryforward for Government, of which $ 48,000 , $ 260,000 ,
$ 746,000 , and $ 11,000 will expire on March 31, 2001 ,
2002 , 2003 , and 2004 , respectively, is available to
offset future capital gains.
As of the fiscal year ended March 31, 1997, Domestic had capital loss
carryforwards aggregating approximately $ 124,000 . The loss
carryforward for Domestic, of which $ 44,000, $ 49,000, and
$31,000 will expire on March 31, 2001, 2003 and 2005 ,
respectively, is available to offset future capital gains.
As of the fiscal year ended March 31, 1997, Rated Money Market had capital
loss carryforwards aggregating approximately $ 17,000 . The loss
carryforward for Rated Money Market, of which $ 2,000 , $5,000,
and $ 10,000 will expire on March 31, 1998 , 2004,
and 2005 , respectively, is available to offset future capital
gains.
As of the fiscal year ended March 31, 1997, Money Market had capital loss
carryforwards aggregating approximately $ 2,040,000 . The loss
carryforward for Money Market, of which $ 336,000 , $ 898,000,
$ 547,000 , $245,000, and $ 14,000 , will expire on March
31, 2001 , 2002 , 2003 , 2004, and 2005 ,
respectively, is available to offset future capital gains.
STATE AND LOCAL TAX ISSUES. For mutual funds organized as business trusts,
state law provides for a pass-through of the state and local income tax
exemption afforded to direct owners of U.S. Government securities. Some
states limit this to mutual funds that invest a certain amount in U.S.
Government securities, and some types of securities, such as repurchase
agreements and some agency backed securities, may not qualify for this
benefit. The tax treatment of your dividend distributions from a fund will
be the same as if you directly owned your proportionate share of the U.S.
Government securities in the fund's portfolio. Because the income earned on
most U.S. Government securities in which a fund invests is exempt from
state and local income taxes, the portion of your dividends from the fund
attributable to these securities will also be free from income taxes. The
exemption from state and local income taxation does not preclude states
from assessing other taxes on the ownership of U.S. Government securities.
In a number of states, corporate franchise (income) tax laws do not exempt
interest earned on U.S. Government securities whether such securities are
held directly or through a fund.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities. Foreign governments may
also impose taxes on other payments or gains with respect to foreign
securities. If, at the close of its fiscal year, more than 50% of a fund's
total assets are invested in securities of foreign issuers, the fund may
elect to pass through foreign taxes paid and thereby allow shareholders to
take a credit or deduction on their individual tax returns.
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
each fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis.
Each fund is treated as a separate entity from the other funds of its
respective Trust for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting each fund and its shareholders,
and no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether a fund is suitable to their particular tax situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the 1940 Act, control of a company is presumed where
one individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting common
stock and the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the 1940 Act, to form a controlling
group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by its division, Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees, and executive officers of each trust 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 to each trust prior to the funds' conversions from series of
Massachusetts business trusts served each trust in identical capacities.
All persons named as Trustees also serve in similar capacities for other
funds advised by FMR. The business address of each Trustee and officer who
is an "interested person" (as defined in the 1940 Act) is 82 Devonshire
Street, Boston, Massachusetts 02109, which is also the address of FMR. The
business address of all the other Trustees is Fidelity Investments, P.O.
Box 9235, Boston, Massachusetts 02205-9235. Those Trustees who are
"interested persons" by virtue of their affiliation with either a trust or
FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d ( 66 ), 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., Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.
*J. GARY BURKHEAD ( 55 ), Trustee and Senior Vice President, is
Vice Chairman of FMR Corp.; President of Fidelity Investments
Institutional Services Company, (FIIS) Inc. ; and President and a
Director of FMR Texas Inc., Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.
RALPH F. COX ( 64 ), Trustee (1991), is a management consultant
(1994). Prior to February 1994, he was President of Greenhill Petroleum
Corporation (petroleum exploration and production). Until March 1990, Mr.
Cox was President and Chief Operating Officer of Union Pacific Resources
Company (exploration and production). He is a Director of Sanifill
Corporation (non-hazardous waste, 1993), CH2M Hill Companies (engineering),
Rio Grande, Inc. (oil and gas production), and Daniel Industries (petroleum
measurement equipment manufacturer). In addition, he is a member of
advisory boards of Texas A&M University and the University of Texas at
Austin.
PHYLLIS BURKE DAVIS ( 65 ), 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), and previously served as a
Director of Hallmark Cards, Inc. (1985-1991) and Nabisco Brands, Inc. In
addition, she is a member of the President's Advisory Council of The
University of Vermont School of Business Administration.
ROBERT M. GATES ( 53) , Trustee (1997), is a consultant, author, and
lecturer (1993). Mr. Gates was Director of the Central Intelligence Agency
(CIA) from 1991-1993. From 1989 to 1991, Mr. Gates served as Assistant to
the President of the United States and Deputy National Security Advisor.
Mr. Gates is currently a Trustee for the Forum For International Policy, a
Board Member for the Virginia Neurological Institute, and a Senior Advisor
of the Harvard Journal of World Affairs. In addition, Mr. Gates also serves
as a member of the corporate board for Lucas Varity PLC (automotive
components and diesel engines), Charles Stark Draper Laboratory
(non-profit), NACCO Industries, Inc. (mining and manufacturing), and TRW
Inc. (original equipment and replacement products). Mr. Gates currently
serves as a Trustee for each of the following trusts: Fidelity
Institutional Cash Portfolios and Fidelity Money Market Trust.
E. BRADLEY JONES ( 69 ), Trustee. Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company. He is
a Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products), and
he previously served as a Director of NACCO Industries, Inc. (mining and
marketing, 1985-1995) and Hyster-Yale Materials Handling, Inc. (1985-1995).
In addition, he serves as a Trustee of First Union Real Estate Investments,
a Trustee and member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK ( 64 ), Trustee, is Executive-in-Residence (1995) at
Columbia University Graduate School of Business and a financial consultant.
From 1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), and he previously served as a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition, he serves as Chairman of the Board of Directors of the National
Arts Stabilization Fund, Chairman of the Board of Trustees of the Greenwich
Hospital Association, a Member of the Public Oversight Board of the
American Institute of Certified Public Accountants' SEC Practice Section
(1995), and as a Public Governor of the National Association of Securities
Dealers, Inc. (1996).
*PETER S. LYNCH ( 54 ), Trustee, is Vice Chairman and Director of FMR
(1992). Prior to May 31, 1990, he was a Director of FMR and Executive Vice
President of FMR (a position he held until March 31, 1991); Vice President
of Fidelity Magellan 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) 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.
WILLIAM O. McCOY (63), Trustee (1997), is the Vice President of Finance
for the University of North Carolina (16-school system, 1995). Prior to his
retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of
BellSouth Corporation (telecommunications, 1984) and President of BellSouth
Enterprises (1986). He is currently a Director of Liberty Corporation
(holding company, 1984), Weeks Corporation of Atlanta (real estate, 1994),
Carolina Power and Light Company (electric utility, 1996) and the Kenan
Transport Co. (1996). Previously, he was a Director of First American
Corporation (bank holding company, 1979-1996). In addition, Mr. McCoy
serves as a member of the Board of Visitors for the University of North
Carolina at Chapel Hill (1994) and for the Kenan-Flager Business School
(University of North Carolina at Chapel Hill, 1988). Mr. McCoy currently
serves as a Trustee for the following trusts: Fidelity Institutional Cash
Portfolios and Fidelity Money Market Trust.
GERALD C. McDONOUGH ( 67 ), Trustee and Vice-Chairman of the
non-interested Trustees, 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 Brush-Wellman Inc.
(metal refining), York International Corp. (air conditioning and
refrigeration), Commercial Intertech Corp. (hydraulic systems, building
systems, and metal products, 1992), CUNO, Inc. (liquid and gas filtration
products, 1996), and Associated Estates Realty Corporation (a real estate
investment trust, 1993). Mr. McDonough served as a Director of
ACME-Cleveland Corp. (metal working, telecommunications, and electronic
products) from 1987 - 1996.
MARVIN L. MANN ( 63 ), 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.
THOMAS R. WILLIAMS ( 68 ), 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., and AppleSouth,
Inc. (restaurants, 1992).
SARAH H. ZENOBLE ( 48 ), Vice President, is Vice President of
Fidelity's money market funds (1996) and Vice President of FMR Texas Inc.
ROBERT LITTERST ( 37 ), is Vice President of
Institutional Cash Portfolios: Government, Treasury and Treasury Only
(199 7 ) and an employee of FMR Texas Inc. (1991).
BURNELL STEHMAN ( 65 ), is Vice President of Institutional
Cash Portfolios: Domestic (1991), and an employee of FMR Texas Inc.
(1979).
SCOTT A. ORR ( 35 ), is Vice President of Institutional
Tax-Exempt Cash Portfolios: Tax-Exempt (1995), and an employee of FMR
Texas Inc. (1989).
ROBERT DUBY (50), is Vice President of Institutional Cash Portfolios:
Money Market (1997) and Vice President of Fidelity Money Market Trust:
Rated Money Market (1996) and an employee of FMR Texas Inc. (1982).
ARTHUR S. LORING ( 49 ), Secretary, is Senior Vice President (1993)
and General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEBER ( 49 ), Treasurer (1995), is Treasurer of the
Fidelity funds and is an employee of FMR (1995). Before joining FMR, Mr.
Rathgeber was a Vice President of Goldman Sachs & Co. (1978-1995), where he
served in various positions, including Vice President of Proprietary
Accounting (1988-1992), Global Co-Controller (1992-1994), and Chief
Operations Officer of Goldman Sachs (Asia) LLC (1994-1995).
THOMAS D. MAHER ( 52 ), Assistant Vice President, is Assistant Vice
President of Fidelity's municipal bond funds (1996) and of
Fidelity's money market funds and Vice President and Associate General
Counsel of FMR Texas Inc.
JOHN H. COSTELLO ( 50 ), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH ( 51 ), Assistant Treasurer (1994), is an employee of
FMR (1994). Prior to becoming Assistant Treasurer of the Fidelity funds,
Mr. Rush was Chief Compliance Officer of FMR Corp. (1993-1994) and Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993).
THOMAS J. SIMPSON ( 38 ), Assistant Treasurer, is Assistant Treasurer
of Fidelity's municipal bond funds (1996) and Fidelity's Money
Market funds (199 6 ) and an employee of FMR (1996). Prior to
joining FMR, Mr. Simpson was Vice-President and Fund Controller of Liberty
Investment Services (1987-1995).
The following table sets forth information describing the compensation of
each Trustee of each fund for his or her services for the fiscal year ended
March 31, 1997.
COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AGGREG J. Gary Ralph Phyllis Richard Robert Edward E. Donald Peter William Gerald C. Edward Marvin Thomas
ATE Burkhead F. Cox Burke J. M. C. Bradley J. S. O. McDonough H. L. Mann R.
COMPEN Davis Flynn Gates Johnson Jones Kirk Lynch McCoy Malone Williams
SATION ** *** **** 3d** ** ***** ***
FROM A
FUND
Treasury $ 0 $ 481 $ 460 $ 401 $ 43 $ 0 $ 464 $ 468 $ 0 $ 419 $ 508 $ 320 $ 472 $ 477
Only B,C
Treasury 0 3,416 3,257 2,811 338 0 3,288 3,321 0 3,023 3,608 2,247 3,349 3,383
B, D
Governme 0 1,333 1,272 1,091 139 0 1,284 1,297 0 1,177 1,411 872 1,308 1,323
nt B, E
Domestic 0 474 453 395 46 0 457 462 0 418 501 316 465 470
B, F
Rated 0 112 107 87 13 0 108 109 0 99 119 70 110 111
Money
Market B,G
Money 0 3,334 3,183 2,548 384 0 3,217 3,249 0 3,020 3,563 2,040 3,264 3,313
MarketB,
H,J
Tax- 0 769 735 643 0 0 742 750 0 433 813 511 754 763
Exempt B,I
TOTAL $0 $137,000 $134,700 $168,000 $0 $0 $134,700 $136,200 $0 $85,333 $136,200 $136,200 $134,700 $136,200
COMPEN
SATION
FROM
THE
FUND
COMPLE
X*, A
</TABLE>
* Information is for the calendar year ended December 31, 1996 for
235 funds in the complex.
** Interested Trustees of the fund are compensated by FMR.
*** Richard J. Flynn and Edward H. Malone served on the Board of Trustees
through December 31, 1996.
**** Mr. Gates was appointed to the Board of Trustees of Fidelity
Institutional Cash Portfolios and Fidelity Money Market Trust effective
March 1, 1997.
***** During the period from May 1, 1996 through December 31, 1996, William
O. McCoy served as a Member of the Advisory Board of each trust. Mr. McCoy
was appointed to the Board of Trustees of Fidelity Institutional Cash
Portfolios and Fidelity Money Market Trust effective January 1, 1997.
A Compensation figures include cash, a pro rata portion of benefits accrued
under the retirement program for the period ended December 30, 1996 and
required to be deferred, and may include amounts deferred at the election
of Trustees.
B Compensation figures include cash, and may include amounts required to be
deferred, a pro rata portion of benefits accrued under the retirement
program for the period ended December 30, 1996 and required to be deferred,
and amounts deferred at the election of Trustees.
C The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $17, Phyllis
Burke Davis, $7, Richard J. Flynn, $0, Robert M. Gates, $0, E. Bradley
Jones, $17, Donald J. Kirk, $17, William O. McCoy, $0, Gerald C. McDonough,
$17, Edward H. Malone, $17, Marvin L. Mann, $17, and Thomas R. Williams,
$17.
D The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $115, Phyllis
Burke Davis, $115, Richard J. Flynn, $0, Robert M. Gates, $0, E. Bradley
Jones, $115, Donald J. Kirk, $115, William O. McCoy, $0, Gerald C.
McDonough, $115, Edward H. Malone, $115, Marvin L. Mann, $115, and Thomas
R. Williams, $115.
E The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $46, Phyllis
Burke Davis, $46, Richard J. Flynn, $0, Robert M. Gates, $0, E. Bradley
Jones, $46, Donald J. Kirk, $46, William O. McCoy, $0, Gerald C. McDonough,
$46, Edward H. Malone, $46, Marvin L. Mann, $46, and Thomas R. Williams,
$46.
F The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $16, Phyllis
Burke Davis, $16, Richard J. Flynn, $0, Robert M. Gates, $0, E. Bradley
Jones, $16, Donald J. Kirk, $16, William O. McCoy, $0, Gerald C. McDonough,
$16, Edward H. Malone, $16, Marvin L. Mann, $16, and Thomas R. Williams,
$16.
G The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $4, Phyllis
Burke Davis, $4, Richard J. Flynn, $0, Robert M. Gates, $0, E. Bradley
Jones, $4, Donald J. Kirk, $4, William O. McCoy, $0, Gerald C. McDonough,
$4, Edward H. Malone, $4, Marvin L. Mann, $4, and Thomas R. Williams, $4.
H The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $688, Phyllis
Burke Davis, $688, Richard J. Flynn, $0, Robert M. Gates, $195, E. Bradley
Jones, $688, Donald J. Kirk, $688, William O. McCoy, $612, Gerald C.
McDonough, $785, Edward H. Malone, $103, Marvin L. Mann, $688, and Thomas
R. Williams, $688.
I The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $26, Phyllis
Burke Davis, $26, Richard J. Flynn, $0, E. Bradley Jones, $26, Donald J.
Kirk, $26, Gerald C. McDonough, $26, Edward H. Malone, $26, Marvin L. Mann,
$26, and Thomas R. Williams, $26.
J For the fiscal year ended March 31, 1997, certain of the non-interested
Trustees' aggregate compensation from a fund includes accrued voluntary
deferred compensation as follows: Edward H. Malone, $1,937, Thomas R.
Williams, $479.
Under a retirement program adopted in July 1988 and modified in November
1995, and November 1996, each non-interested Trustee who retired
before December 30, 1996 may receive payments from a Fidelity fund during
his or her lifetime based on his or her basic trustee fees and length of
service. The obligation of a fund to make such payments is neither secured
nor funded. A Trustee becomes eligible to participate in the program at the
end of the calendar year in which he or she reaches age 72, provided that,
at the time of retirement, he or she has served as a Fidelity fund Trustee
for at least five years.
The non-interested Trustees may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of a Deferred
Compensation Plan (the Plan). Under the Plan, compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been
invested and reinvested in shares of one or more funds in the complex
designated by such Trustee (designated securities). The amount paid to the
Trustee under the Plan will be determined based upon the performance of
such investments. Deferral of fees in accordance with the Plan will have a
negligible effect on a fund's assets, liabilities, and net income per
share, and will not obligate a fund to retain the services of any
Trustee or to pay any particular level of compensation to the Trustee.
A fund may invest in such designated securities under the Plan
without shareholder approval.
As of December 30, 1996, the non-interested Trustees terminated the
retirement program for Trustees who retire after such date. In connection
with the termination of the retirement program, each then- existing
non-interested Trustee received a credit to his or her Plan account equal
to the present value of the estimated benefits that would have been payable
under the retirement program. The amounts credited to the non-interested
Trustees' Plan accounts are subject to vesting. The termination of the
retirement program and related crediting of estimated benefits to the
Trustees' Plan accounts did not result in a material cost to the funds.
As of April 30, 1997, the Trustees and officers of each fund owned, in
the aggregate, less than 1% of each fund's total outstanding shares.
The following owned of record or beneficially 5% or more of each class's
outstanding shares:
Treasury Only - Class I: First Union National Bank, Charlotte, NC (41.28%);
Fleet National Bank, Providence, RI (9.47%); Ropes & Gray, Boston, MA
(8.48%); Boston Harbor Trust Company, Boston, MA (7.23%).
Treasury Only - Class II: Boatmen's Trust Company, St. Louis, MO (69.79%);
BankBoston, Boston, MA (17.18%); Texas Commerce Bank, N.A., Houston, TX
(13.10%).
Treasury Only - Class III: Safety Fund National Bank, Fitchburg, MA
(59.52%); First Union National Bank, Charlotte, NC (22.13%); Liberty
National Bank & Trust, Oklahoma City, OK (13.91%).
Treasury - Class I: First Union National Bank, Charlotte, NC (13.94%);
Texas Commerce Bank, N.A., Houston, TX (8.64%); Michigan Public Funds Inv.
Trust, Farmington Hills, MI (5.83%).
Treasury - Class II: First Chicago Investment Services, Chicago, IL
(59.62%); Texas Commerce Bank, N.A., Houston, TX (25.82%); Boatmen's Trust
Company, St. Louis, MO (14.47%).
Treasury - Class III: Bank of New York, New York, NY (50.50%); Chemical
Bank, New York, NY (12.55%); First Union National Bank, Charlotte, NC
(9.22%); First Tennessee Bank, Memphis, TN (7.31%); Texas Commerce Bank,
N.A., Houston, TX (6.10%).
Government - Class I: First Tennessee Bank, Memphis, TN (11.11%); Texas
Commerce Bank, N.A., Houston, TX (8.89%); Fleet National Bank, Providence,
RI (8.77%).
Government - Class II: BankBoston, Boston, MA (31.50%); First Union
National Bank, Charlotte, NC (21.59%); Southwest Bank of Texas, N.A.,
Houston, TX (18.79%); Texas Commerce Bank, N.A., Houston, TX (17.04%);
NationsBanc, Charlotte, NC (6.81%).
Government - Class III: Texas Commerce Bank, N.A., Houston, TX (56.40%);
Liberty National Bank & Trust, Oklahoma City, OK (16.85%); FBS Investment
Services, Inc., Minneapolis, MN (10.32%); Boatmen's Trust Company, St.
Louis, MO (7.65%).
Domestic - Class I: Texas Commerce Bank, N.A., Houston, TX (9.36%); Intel
Corporation, Santa Clara, CA (9.28%); USA Group, Fishers, IN (5.00%);
Boatmen's Trust Company, St. Louis, MO (5.08%).
Domestic - Class II: Boatmen's Trust Company, St. Louis, MO (51.88%);
BankBoston, Boston, MA (47.11%).
Domestic - Class III: First Union National Bank, Charlotte, NC (40.12%);
Rainier Bancorporation, Seattle, WA (22.35%); Texas Commerce Bank, N.A.,
Houston, TX (14.14%); NationsBanc, Charlotte, NC (9.60%); Reliance Trust
Company, Atlanta, GA (6.92%); Boatmen's Trust Company, St. Louis, MO
(5.08%).
Rated Money Market - Class I: Promus Companies, Memphis, TN (14.84%);
Perini Corporation, Framingham, MA (13.52%); Metric Partners, Foster City,
CA (6.44%).
Rated Money Market - Class II: BankBoston, Boston, MA (99.91%).
Rated Money Market - Class III: Texas Commerce Bank, N.A., Houston, TX
(96.48%).
Money Market - Class I: Citibank, N.A., New York, NY (7.67%); Fleet
National Bank, Providence, RI (5.74%); Hewlet-Packard Finance Company, Palo
Alto, CA (5.38%).
Money Market - Class II: Capital Network Services, Inc., San Francisco, CA
(53.66%); Texas Commerce Bank, N.A., Houston, TX (19.36%); BankBoston,
Boston, MA (15.72%).
Money Market - Class III: FBS Investment Services, Inc., Minneapolis, MN
(37.03%); North American Trust Company, San Diego, CA (13.19%); Texas
Commerce Bank, N.A., Houston, TX (10.47%); NationsBanc, Charlotte, NC
(9.45%); First Union National Bank, Charlotte, NC (9.22%); Fidelity
National Bank, Atlanta, GA (6.93%).
Tax-Exempt - Class I: Fleet National Bank, Providence, RI (16.56%);
BankBoston, Boston, MA (7.62%); Wachovia Bank & Trust Company,
Winston-Salem, NC (5.76%).
Tax-Exempt - Class II: Texas Commerce Bank, N.A., Houston, TX (54.10%);
NationsBanc, Charlotte, NC (36.45%); Bank of Boston, Boston, MA (7.38%).
Tax-Exempt - Class III: FBS Investment Services, Inc., Minneapolis, MN
(65.22%); Liberty National Bank & Trust, Oklahoma City, OK (21.93%); Texas
Commerce Bank, N.A., Houston, TX (6.04%).
A shareholder owning of record or beneficially more than 25% of a fund's
outstanding shares may be considered a controlling person. That
shareholder's vote could have a more significant effect on matters
presented at a shareholders' meeting than votes of other shareholders.
MANAGEMENT CONTRACTS
Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Board of Trustees, directs
the investments of each fund in accordance with its investment objective,
policies, and limitations. FMR also provides each fund with all necessary
office facilities and personnel for servicing each fund's investments,
compensates all officers of each fund, all Trustees who are "interested
persons" of the trusts or of FMR, and all personnel of each fund or FMR for
performing services relating to research, statistical and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provides the management and administrative services necessary
for the operation of each fund. These services include providing facilities
for maintaining each fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with each fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of each fund's shares under federal and
state laws; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees.
In addition to the management fee payable to FMR and the fees payable to
UMB, FIIOC, and FSC, each fund or class thereof, as applicable, pays all of
its expenses, without limitation, that are not assumed by those parties.
Each fund (other than Rated Money Market) pays for the typesetting,
printing, and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the custodian, auditor and non-interested
Trustees. Although each fund's (other than Rated Money Market's) current
management contract provides that the fund will pay for typesetting,
printing, and mailing prospectuses, statements of additional information,
notices and reports to shareholders, the trusts, on behalf of each fund,
have entered into revised transfer agent agreements with FIIOC and UMB, as
applicable, pursuant to which FIIOC or UMB bears the costs of providing
these services to existing shareholders of the applicable classes. Other
expenses paid by each fund (other than Rated Money Market) include
interest, taxes, brokerage commissions, each fund's proportionate share of
insurance premiums and Investment Company Institute dues, and the costs of
registering shares under federal and state securities laws. Each fund is
also liable for such non-recurring expenses as may arise, including costs
of any litigation to which the fund may be a party, and any obligation it
may have to indemnify its officers and Trustees with respect to litigation.
FMR is responsible for the payment of all expenses of Rated Money Market
with certain exceptions. Specific expenses payable by FMR include, without
limitation, expenses for the typesetting, printing, and mailing of proxy
materials to shareholders; legal expenses, and the fees of the custodian,
auditor, and interested Trustees; costs of typesetting, printing, and
mailing prospectuses and statements of additional information, notices and
reports to shareholders; and the fund's proportionate share of insurance
premiums and Investment Company Institute dues. FMR also provides for
transfer agent and dividend disbursing services through FIIOC and portfolio
and general accounting record maintenance through FSC.
FMR pays all other expenses of Rated Money Market with the following
exceptions: fees and expenses of all Trustees of the applicable trust who
are not "interested persons" of the trust or FMR (the non-interested
Trustees); taxes; brokerage commissions (if any); and such nonrecurring
expenses as may arise, including costs of any litigation to which a fund
may be a party, and any obligation it may have to indemnify the officers
and Trustees with respect to litigation.
FMR is each fund's manager pursuant to management contracts dated May 30,
1993 for Treasury, Government, Domestic, and Money Market; January 29, 1992
for Tax-Exempt; May 31, 1997 for Treasury Only; and December 29,
1994 for Rated Money Market. The management contracts were approved by
shareholders on November 18, 1992, November 13, 1991, May 9, 1997 ,
and December 8, 1994, respectively.
On May 9 , 1997 shareholders of Treasury Only approved a change in
the fund's management contract. The prior contract dated September 30, 1993
and approved by shareholders on March 24, 1993 was substantially identical
to the management contract currently in effect for Rated Money Market.
For the services of FMR under each contract, each fund (other than Rated
Money Market) pays FMR a monthly management fee at the annual rate of 0.20%
of average net assets throughout the month. Rated Money Market pays FMR a
monthly management fee at the annual rate of 0.42% of average net assets
throughout the month. The management fees paid to FMR by Rated Money Market
is reduced by an amount equal to the fees and expenses paid by the fund to
the non-interested Trustees. Fees received by FMR for the last three fiscal
periods are shown in the table below.
Fund Fiscal Year Ended Management Fees Paid to FMR
Treasury Only + 3/31/97 $ 5,400,564*
3/31/96 5,448,560*
3/31/95** 3,279,429*
7/31/94 4,716,697*
Treasury 3/31/97 18,662,472
3/31/96 13,337,040
3/31/95 8,680,344
Government 3/31/97 7,316,191
3/31/96 6,905,768
3/31/95 6,680,088
Domestic 3/31/97 2,567,679
3/31/96 1,924,309
3/31/95 1,923,368
Rated Money Market 3/31/97 1,289,421*
3/31/96** 714,940*
8/31/95 1,352,919*
8/31/94 1,781,535*
Money Market 3/31/97 18,446,400
3/31/96 13,337,921
3/31/95 10,436,518
Tax-Exempt 3/31/97 4,268,633
3/31/96 3,883,600
3/31/95** 3,789,731
5/31/94 5,099,831
+ These numbers reflect management fees paid under the fund's prior
contract that was in effect through May 30, 1997.
* After reduction of fees and expenses paid by the fund to the
non-interested Trustees.
** The fiscal year end of Treasury Only changed from July 31 to March 31 in
February 1995. The fiscal year end of Rated Money Market changed from
August 31 to March 31 in June 1995. The fiscal year end of Tax-Exempt
changed from May 31 to March 31 in February 1995.
FMR may, from time to time, voluntarily reimburse all or a portion of each
class's operating expenses (exclusive of interest, taxes, brokerage
commissions, extraordinary expenses, and any applicable 12b-1 fees). FMR
retains the ability to be repaid for these expense reimbursements in the
amount that expenses fall below the limit prior to the end of the fiscal
year. Expense reimbursements by FMR will increase each class's total
returns and yield and repayment of the reimbursement by each class will
lower its total returns and yield.
Effective July 1, 1995, FMR voluntarily agreed, subject to revision or
termination, to reimburse each fund if and to the extent that each fund's
aggregate operating expenses, including management fees but excluding any
applicable 12b-1 fees, were in excess of the annual rate of 0.20% (0.18%
for Money Market) of its average net assets. Prior to July 1, 1995, FMR
voluntarily agreed to reimburse each fund if and to the extent each fund's
aggregate operating expenses, including management fees but excluding any
applicable 12b-1 fees, were in excess of 0.18% (0.20% for Treasury Only) of
its average net assets.
The table below identifies the dollar amount reimbursed to management fees
for each fund during the last three fiscal periods.
Fund Fiscal Year Dollar Amount
Ended Reimbursed
Treasury Only + 3/31/97 $ 2,843,256
3/31/96 2,856,829
3/31/95* 1,719,806
7/31/94 2,474,345
Rated Money Market 3/31/97 690,082
3/31/96 255,565
Money Market 3/31/97 8,919,564
3/31/96 7,536,472
3/31/95 3,002,430
+ The numbers reflect reimbursement amounts made under the fund's prior
contract that was in effect through May 30, 1997.
* August 1, 1994 to March 31, 1995
SUB-ADVISER. FMR has entered into a sub-advisory agreement with FMR Texas
pursuant to which FMR Texas has primary responsibility for providing
portfolio investment management services to each fund.
Under the sub-advisory agreements dated May 30, 1993 for Treasury,
Government, Domestic and Money Market , January 29, 1992 for
Tax-Exempt , May 31, 1997 for Treasury Only as approved by Daily
Money Fund as the then sole shareholder of the fund in conjunction with an
agreement and plan of reorganization , and December 29, 1994 for
Rated Money Market, FMR pays FMR Texas fees equal to 50% of the
management fees payable to FMR under its management contract with each
fund. Each sub-advisory agreement was approved by shareholders on November
18, 1992 for Treasury, Government, Domestic and Money Market,
November 13, 1991 for Tax-Exempt , May 9, 1997 for Treasury
Only , and December 8, 1994 for Rated Money Market. For Treasury
Only, aside from reflecting the fund's reorganization from one Delaware
business trust to another, the contract is substantially identical to the
fund's prior contract dated September 30, 1993 and approved by shareholders
on March 24, 1993. 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. The table below shows fees paid by FMR to FMR Texas on behalf
of each fund for the fiscal years ended March 31, 1997 , 1996, and
1995.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1997 1996 1995 1994
Treasury Only* $ 2,700,282 $ 2,724,280 $ 1,639,715 $ 2,358,349
Treasury 9,331,236 6,668,520 4,340,172 4,917,008
Government 3,658,096 3,452,884 3,340,044 4,830,260
Domestic 1,283,840 962,155 961,684 762,787
Rated Money Market** 644,711 357,470 676,460 890,768
Money Market 9,223,200 6,668,961 5,218,259 5,275,995
Tax-Exempt*** 2,134,317 1,941,800 1,894,866 2,549,916
</TABLE>
* Figures for Treasury Only are for the fiscal years ended March 31,
1997 and 1996, the fiscal period August 1, 1994 to March 31, 1995, and
the fiscal year ended July 31, 1994.
** Figures for Rated Money Market are for the fiscal year ended March
31, 1997 , the fiscal period September 1, 1995 to March 31, 1996, and
the fiscal years ended August 31, 1995, and 1994.
*** Figures for Tax-Exempt are for the fiscal year ended March 31,
1997 and 1996, the fiscal period June 1, 1994 to March 31, 1995, and
the fiscal year ended May 31, 1994.
CONTRACTS WITH FMR AFFILIATES
FIIOC, an affiliate of FMR, is the transfer, dividend disbursing, and
shareholder servicing agent for Class I, Class II, and Class III shares of
Treasury Only, Treasury, Government, Domestic, Rated Money Market, and
Money Market (the Taxable Funds).
UMB is the transfer agent for Class I, Class II, and Class III shares of
Tax-Exempt. UMB has entered into sub-contracts 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 Class I, Class II, and Class III shares of Tax-Exempt.
Under this arrangement FIIOC receives an annual asset-based fee. This fee
is subject to increase based on postal rate changes.
For accounts that FIIOC maintains on behalf of UMB, FIIOC receives all such
fees.
FIIOC bears the expense of typesetting, printing, and mailing prospectuses,
statements of additional information, and all other reports, notices, and
statements to shareholders, with the exception of proxy statements. Also,
FIIOC pays out-of-pocket expenses associated with transfer agent services.
FSC, an affiliate of FMR, performs the calculations necessary to determine
NAV and dividends for Class I, Class II, and Class III shares of each
Taxable Fund, and maintains each Taxable Fund's accounting records. UMB has
a sub-contract with FSC, under the terms of which FSC performs the
calculations necessary to determine NAV and dividends for Class I, Class
II, and Class III of Tax-Exempt, and maintains the accounting records for
Tax-Exempt. The annual fee rates for pricing and bookkeeping services are
based on each fund's average net assets, specifically, .0175% of the first
$500 million of average net assets and .0075% of average net assets in
excess of $500 million. The fee is limited to a minimum of $40,000 and a
maximum of $800,000 per year.
Transfer agent fees and pricing and bookkeeping fees for Tax-Exempt are
paid to FIIOC and FSC, respectively, by UMB which is entitled to
reimbursement from Class I, Class II, and Class III of the funds, as
applicable, for these expenses. FMR bears the cost of transfer, dividend
disbursing, shareholder servicing and pricing and bookkeeping services
pursuant to its management contract with Rated Money Market.
Pricing and bookkeeping fees, including reimbursement for out-of-pocket
expenses, paid to FSC for the past three fiscal years were as follows:
1997 1996 1995
Treasury $ 757,887 $ 550,798 $ 375,762
Government 328,522 309,220 331,070
Domestic 148,284 122,381 122,139
Money Market 727,821 551,158 441,370
Tax-Exempt 277,016 249,803 309,306*
* From 6/1/94 - 3/31/95
Each fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc. The distribution agreements call
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of each fund, which are continuously
offered at NAV. Promotional and administrative expenses in connection with
the offer and sale of shares are paid by FMR.
DISTRIBUTION AND SERVICE PLANS
The Trustees have approved a Distribution and Service Plan on behalf of
Class I, Class II, and Class III of each fund pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (the Rule). The Rule provides in
substance that a mutual fund may not engage directly or indirectly in
financing any activity that is primarily intended to result in the sale of
shares of a fund except pursuant to a plan approved on behalf of the fund
under the Rule. The Class I, Class II, Class III Plans, as approved
by the Trustees, allow Class I, Class II and Class III of the funds and FMR
to incur certain expenses that might be considered to constitute direct or
indirect payment by the funds of distribution expenses.
Pursuant to each Class II Plan, FDC is paid a monthly distribution fee
at an annual rate of 0.15% of Class II's average net assets determined
a t the close of business on each day throughout the month.
Pursuant to each Class III Plan, FDC is paid a monthly distribution fee
at an annual rate of 0.25% of Class III's average net assets determined
at the close of business on each day throughout the month.
For the fiscal years ended March 31, 1997, and 1996, Class II of each
fund paid FDC the following distribution fees:
1997 1996
Treasury Only $ 39,449 $ 1,279
Treasury 79,909 48,843
Government 85,932 61
Domestic 4,525 102
Rated Money Market 12,491 1,389
Money Market 169,673 23,203
Tax-Exempt 183,530 363
FDC retained all of the distribution fees paid by Class II of each
fund for the periods reported above.
For the fiscal years ended March 31, 1997 , 1996 and 1995, Class III
of each fund paid FDC the following distribution fees:
1997 1996 1995
Treasury Only $ 61,307 49 , 368 N/A
Treasury 6,302,482 2,411,341 418,917
Government 1,065,454 192,457 46,340
Domestic 189,122 110,404 52,640
Rated Money Market 27,507 509 N/A
Money Market 1,042,721 508,094 812,749
Tax-Exempt 34,838 2,566 N/A
FDC retained all of the distribution fees paid by Class III of each
fund for the periods reported above.
Under the Class I Plan, if the payment of management fees by the fund to
FMR is deemed to be indirect financing by the fund of the distribution of
its shares, such payment is authorized by the Plan. The Class I Plan
specifically recognizes that FMR may use its management fee revenue, as
well as its past profits or its other resources, to pay FDC for expenses
incurred in connection with the distribution of Class I shares. In
addition, the Class I Plan provides that FMR, directly or through FDC, may
make payments to third parties, such as banks or broker-dealers, that
engage in the sale of Class I shares, or provide shareholders support
services. Currently, the Board of Trustees has authorized such payments for
Class I shares.
Under the Class II and III Plans, if the payment of management fees by the
fund to FMR is deemed to be indirect financing by the fund of the
distribution of its shares, such payment is authorized by the Plans. The
Class II and III Plans specifically recognize that FMR may use its
management fee revenue, as well as its past profits, or its other
resources, to pay FDC for expenses incurred in connection with the
distribution of Class II and III shares, including payments made to third
parties that engage in the sale of Class II and III shares or to third
parties, including banks, that render shareholder support services.
Currently, the Board of Trustees has authorized such payments for Class II
and III shares.
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of each Plan, and
determined that there is a reasonable likelihood that the Plan will benefit
Class I, Class II and Class III of the applicable fund and its
shareholders. In particular, the Trustees noted that the Class I plan does
not authorize payments by Class I of each fund other than those made to FMR
under its management contract with the fund. To the extent that each Plan
gives FMR and FDC greater flexibility in connection with the distribution
of shares of Class I, Class II, and Class III of each fund, additional
sales of fund shares may result. Furthermore, certain shareholder support
services may be provided more effectively under the Plans by local entities
with whom shareholders have other relationships.
The Class II and III plans do not provide for specific payments by Class II
and Class III of any of the expenses of FDC or obligate FDC or FMR to
perform any specific type or level of distribution activities or incur any
specific level of expense in connection with distribution activities. After
payments by FDC for advertising, marketing and distribution, and payments
to third parties, the amounts remaining, if any, may be used as FDC may
elect.
The Class I plans were approved by shareholders of Class I of each of
Treasury, Government, Domestic, and Money Market on November 18, 1992, by
shareholders of Class I of Tax-Exempt on November 30, 1991; by shareholders
of Class I of Treasury Only on Ma y 9 , 199 7 , and by
shareholders of Class I of Rated Money Market on December 8, 1994. Each
Class I plan was approved by shareholders, in connection with a
reorganization transaction on May 30, 1993 for Treasury, Government,
Domestic, and Money Market; January 29, 1992 for Tax-Exempt, May 30,
1997 for Treasury Only, and December 29, 1994 for Rated Money Market,
pursuant to an Agreement and Plan of Conversion.
The Class II plans were approved by FMR as the then sole shareholder of
Class II of each of Treasury, Government, Domestic, Rated Money Market
and Tax-Exempt on October 31, 1995. The Class II plan for Treasury
Only was approved by shareholders of Class II on May 9, 1997. The Class II
plan for Treasury Only was approved by shareholders, in connection with a
reorganization transaction on May 30, 1997, pursuant to an Agreement and
Plan of Conversion.
The Class III plan for Treasury was approved by FMR as the then sole
shareholder on October 22, 1993. The Class III plan for Government was
approved by FMR as the then sole shareholder on April 4, 1994. The Class
III plan for Domestic was approved by FMR as the then sole shareholder on
July 19, 1994. The Class III plan for Money Market was approved by FMR as
the then sole shareholder on November 17, 1993. The Class III plans for
Tax-Exempt, and Rated Money Market were approved by FMR as the then sole
shareholder on October 31, 1995. The Class III plan for Treasury Only
was approved by shareholders of Class III on May 9, 1997. The Class III
plan for Treasury Only was approved by shareholders, in connection with a
reorganization transaction on May 30, 1997, pursuant to an Agreement and
Plan of Conversion.
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 by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks 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, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the funds
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and other financial institutions may be required to
register as dealers pursuant to state law.
Each fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plans.
No preference for the instruments of such depository institutions will be
shown in the selection of investments.
DESCRIPTION OF THE TRUSTS
TRUST ORGANIZATION. Treasury Only, Treasury, Government, Domestic, and
Money Market are funds of Fidelity Institutional Cash Portfolios, an
open-end management investment company originally organized as a
Massachusetts business trust on November 10, 1981, pursuant to a
Declaration of Trust that was amended and restated on April 9, 1985. On May
30, 1993, the trust was converted to a Delaware business trust pursuant to
an agreement approved by shareholders on November 18, 1992. The Delaware
trust, which was organized on June 20, 1991 under the name Fidelity
Government Securities Fund, succeeded to the name Fidelity Institutional
Cash Portfolios II on May 28, 1993, and then to the name Fidelity
Institutional Cash Portfolios on May 28, 1993. Currently, there are five
funds of the trust: Treasury Only, Treasury, Government, Domestic, and
Money Market. The Trust Instrument permits the Trustees to create
additional funds. Prior to May 31 , 1997, Treasury Only was a fund of
the Daily Money Fund.
Rated Money Market is a fund of Fidelity Money Market Trust, an open-end
management investment company originally organized as a Massachusetts
business trust on August 21, 1978, pursuant to a Declaration of Trust that
was amended and restated on November 1, 1989. On December 29, 1994, the
trust was converted to a Delaware business trust pursuant to an agreement
approved by shareholders on December 8, 1994. The Delaware trust, which was
organized on June 20, 1991 under the name Fidelity Money Market Trust II,
succeeded to the name Fidelity Money Market Trust on December 29, 1994.
Currently, there are three funds of Fidelity Money Market Trust: Rated
Money Market, Retirement Money Market Portfolio, and Retirement Government
Money Market Portfolio. The Trust Instrument permits the Trustees to create
additional funds.
Tax-Exempt is a fund of Fidelity Institutional Tax-Exempt Cash Portfolios,
an open-end management investment company originally organized as a
Massachusetts business trust on March 1, 1982, pursuant to a Declaration of
Trust that was amended and restated on April 9, 1985, and supplemented 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 under the name Fidelity Institutional Tax-Exempt Cash Portfolios II,
succeeded to the name Fidelity Institutional Tax-Exempt Cash Portfolios on
January 29, 1992. Currently, Tax-Exempt is the only fund of Fidelity
Institutional Tax-Exempt Cash Portfolios. The Trust Instrument permits the
Trustees to create additional funds.
In the event that FMR ceases to be the investment adviser to a fund, the
right of the trust or fund to use the identifying name "Fidelity" may be
withdrawn. There is a remote possibility that one fund might become liable
for any misstatement in its prospectus or statement of additional
information about another fund.
The assets of the trusts received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trusts are to
be allocated in proportion to the asset value of the respective funds,
except where allocations of direct expense can otherwise be fairly made.
The officers of the trusts, subject to the general supervision of the Board
of Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of a trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. Each trust is a business trust organized
under Delaware law. Delaware law provides that shareholders shall be
entitled to the same limitations of personal liability extended to
stockholders of private corporations for profit. The courts of some states,
however, may decline to apply Delaware law on this point. The Trust
Instruments contain an express disclaimer of shareholder liability for the
debts, liabilities, obligations, and expenses of the trusts and require
that a disclaimer be given in each contract entered into or executed by the
trust or the Trustees. The Trust Instruments provide for indemnification
out of each fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund. The Trust Instruments
also provide that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which Delaware law does not apply, no contractual
limitation of liability was in effect, and the fund is unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is extremely remote.
The Trust Instruments further provide that the Trustees, if they have
exercised reasonable care, shall not be personally liable to any person
other than the trust 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. Claims
asserted against one class of shares may subject holders of another class
of shares to certain liabilities.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder of Rated Money Market, you receive one vote for
each dollar value of net asset value you own. The shares have no preemptive
or conversion rights; the voting and dividend rights, the right of
redemption, and the privilege of exchange are described in the Prospectus.
Shares are fully paid and non-assessable, except as set forth under the
heading "Shareholder and Trustee Liability" above. Shareholders
representing 10% or more of a trust, fund, or class may, as set forth in
each of the Trust Instruments, call meetings of the trust, fund, or class,
for any purpose related to the trust, fund, or class, as the case may be,
including, in the case of a meeting of the entire trust, the purpose of
voting on removal of one or more Trustees.
Any trust or 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 trust or fund (or, for Rated Money Market, as
determined by the current value of each shareholder's investment in the
fund or trust); however, the Trustees may, without prior shareholder
approval, change the form of organization of the trust or fund by merger,
consolidation, or incorporation. If not so terminated, the trust and its
funds will continue indefinitely.
Under the Trust Instruments, the Trustees may, without shareholder vote,
cause a trust to merge or consolidate into one or more trusts,
partnerships, or corporations, or cause the trust 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 trust's registration
statement. Each fund may invest all of its assets in another investment
company.
CUSTODIAN. The Bank of New York, 110 Washington Street, New York, New York,
is custodian of the assets of each fund, except Tax-Exempt. UMB, 1010 Grand
Avenue, Kansas City, Missouri, is custodian of the assets of Tax-Exempt.
Each custodian is responsible for the safekeeping of a fund's assets and
the appointment of the subcustodian banks and clearing agencies. The
custodian takes no part in determining the investment policies of a fund or
in deciding which securities are purchased or sold by a fund. However, a
fund may invest in obligations of the custodian and may purchase securities
from or sell securities to the custodian. Chase Manhattan Bank,
headquartered in New York, also may serve as a special purpose custodian of
certain assets in connection with pooled repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and the Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain funds advised by FMR.
Transactions that have occurred to date include mortgages and personal and
general business loans. In the judgment of FMR, the terms and conditions of
those transactions were not influenced by existing or potential custodial
or other fund relationships.
AUDITORS. Coopers & Lybrand L.L.P., 1999 Bryan Street, Suite 3000,
Dallas, TX 75201 serves as the independent accountant for Treasury
Only, Rated Money Market, and Tax-Exem pt. Price Waterhouse, LLP, 2001
Ross Avenue, Suite 1800, Dallas, TX 75201 serves as the independent
accountant for the Treasury, Government, Domestic, and Money Market. The
auditors examine financial statements for the funds and provide other
audit, tax, and related services.
FINANCIAL STATEMENTS
Each fund's financial statements and financial highlights for the fiscal
year ended March 31, 1997 , and reports of the auditors, are included
in the funds' Annual Report, which is a separate report supplied with this
SAI. The funds' financial statements, including the financial highlights,
and reports of the auditors are incorporated herein by reference. For a
free additional copy of the funds' Annual R eport, contact Client
Services at 1-800-843-3001, 82 Devonshire Street, Boston, MA 02109.
APPENDIX
The descriptions that follow are examples of eligible ratings for the
funds. A 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.
DESCRIPTION OF MOODY'S INVESTORS SERVICE COMMERCIAL PAPER
Moody's assigns short-term debt ratings to obligations which have an
original maturity not exceeding one year.
Issuers rated PRIME-1 (or related supporting institutions) have a superior
ability for repayment of principal and payment of interest.
Issuers rated PRIME-2 (or related supporting institutions) have a strong
capacity for repayment of principal and payment of interest.
DESCRIPTION OF STANDARD & POOR'S COMMERCIAL PAPER
Debt issues considered short-term in the relevant market may be assigned a
Standard & Poor's commercial paper rating.
A-1 - This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign (+)
designation.
A-2 - Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) 1. Financial Statements and Financial Highlights, included in the
Annual Report for Daily Tax-Exempt Fund (currently known as Tax-Exempt Fund
- - Daily Money Class) for the fiscal year ended October 31, 1996 are
included in the fund's prospectus, are incorporated by reference into the
fund's statement of additional information and were filed on December 18,
1996 pursuant to Rule 30d-1 under the Investment Company Act of 1940 and
are incorporated herein by reference.
2. Financial Statements and Financial Highlights reflecting the
Registrant's proposed succession to the business of U.S. Treasury Portfolio
- -Initial Class (currently known as Treasury Fund - Daily Money Class); U.S.
Treasury Portfolio - Class B (currently known as Treasury Fund - Advisor B
Class); and Money Market Portfolio - Initial Class (currently known as
Prime Fund - Daily Money Class), funds of Daily Money Fund (a Delaware
business trust) for the fiscal year ended October 31, 1996 are included in
the funds' prospectuses, are incorporated by reference into the funds'
statements of additional information and were filed on December 18, 1996
pursuant to Rule 30d-1 under the Investment Company Act of 1940 and are
incorporated herein by reference.
(b) Exhibits:
1. (a) Trust Instrument for Daily Tax-Exempt Money Fund II, dated
June 20, 1991 was electronically filed and is incorporated herein by
reference to Exhibit 1(a) to Post-Effective Amendment No. 20.
(b) Certificate of Trust for Daily Tax-Exempt Money Fund II, dated June
20, 1991, was electronically filed and is incorporated herein by reference
to Exhibit 1(b) to Post-Effective Amendment No. 17.
(c) Certificate of Amendment of Daily Tax-Exempt Money Fund II to Daily
Tax-Exempt Money Fund, dated January 29, 1992 was electronically filed and
is incorporated herein by reference to Exhibit 1(c) to Post-Effective
Amendment No. 26.
(d) Supplement to Trust Instrument of Daily Tax-Exempt Money Fund, dated
March 31, 1997, is electronically filed herein as Exhibit 1(d).
(e) Certificate of Amendment of Daily Tax-Exempt Money Fund to Fidelity
Newbury Street Trust is electronically filed herein as Exhibit 1(e).
2. (a) ByLaws of the Trust effective June 20, 1991 were electronically
filed and are incorporated herein by reference to Exhibit 2(a) to Fidelity
Union Street Trust II's Post-Effective Amendment No. 17.
3. Not applicable.
4. Not applicable.
5. (a) Form of Management Contract between Fidelity Newbury Street Trust,
on behalf of Treasury Fund, and Fidelity Management & Research Company is
electronically filed herein as Exhibit 5(a).
(b) Sub-Advisory Agreement dated December 30, 1991, between Fidelity
Management & Research Co. and FMR Texas Inc. (with respect to Daily
Tax-Exempt Money Fund II (currently known as Tax-Exempt Fund)) was
electronically filed and is incorporated herein by reference to Exhibit
5(b) to Post-Effective Amendment No. 25.
(c) Form of Management Contract between Fidelity Newbury Street Trust, on
behalf of Prime Fund, and Fidelity Management & Research Company is
electronically filed herein as Exhibit 5(c).
(d) Form of Management Contract between Fidelity Newbury Street Trust, on
behalf of Tax-Exempt Fund, and Fidelity Management & Research Company is
electronically filed herein as Exhibit 5(d).
(e) Form of Sub-Advisory Agreement between FMR Texas Inc. and Fidelity
Management & Research Company, on behalf of Prime Fund, is electronically
filed herein as Exhibit 5(e).
(f) Form of Sub-Advisory Agreement between FMR Texas Inc. and Fidelity
Management & Research Company, on behalf of Treasury Fund, is
electronically filed herein as Exhibit 5(f).
6. (a) General Distribution Agreement dated December 30, 1991, between
Daily Tax-Exempt Money Fund II and Fidelity Distributors Corporation was
electronically filed and is incorporated herein by reference to Exhibit
6(a) to Post-Effective Amendment No. 25.
(b) Service Contract between Fidelity Distributors Corporation and
"Qualified Recipients" with respect to shares of Daily Tax-Exempt Money
Fund (currently known as Tax-Exempt Fund) was electronically filed and is
incorporated herein by reference to Exhibit 6(b) to Post-Effective
Amendment No. 25.
(c) Service Contract (Administrative and Recordkeeping Services Only)
between Fidelity Distributors Corporation and "Qualified Recipients" with
respect to shares of Daily Tax-Exempt Money Fund (currently known as
Tax-Exempt Fund) was electronically filed and is incorporated herein by
reference to Exhibit 6(c) to Post-Effective Amendment No. 25.
(d) Amendments to the General Distribution Agreement between Daily
Tax-Exempt Money Fund II on behalf of Daily Tax-Exempt Money Fund
(currently known as Tax-Exempt Fund) and Fidelity Distributors Corporation,
dated March 14, 1996 and July 15, 1996, was electronically filed and is
incorporated herein by reference to Exhibit 6(a) of Fidelity Court Street
Trust's Post-Effective Amendment No. 61 (File No. 2-58774).
(e) Amendment to the General Distribution Agreement between Daily
Tax-Exempt Money Fund II on behalf of Daily Tax-Exempt Money Fund
(currently known as Tax-Exempt Fund) and Fidelity Distributors Corporation,
dated October 1, 1996, was electronically filed and is incorporated herein
by reference to Exhibit 6(g) of Daily Money Fund's Post-Effective Amendment
No. 40 (File No. 2-77909).
(f) General Distribution Agreement dated September 30, 1993 between Daily
Money Fund, on behalf of Money Market Portfolio (currently known as Prime
Fund), and Fidelity Distributors Corporation was electronically filed and
is incorporated herein by reference as Exhibit 6(a) to Daily Money Fund's
Post-Effective Amendment No. 25.
(g) Service Contract between Fidelity Distributors Corporation and
"Qualified Recipients" with respect to shares of U.S. Treasury Portfolio
(currently Treasury Fund) and Money Market Portfolio (currently known as
Prime Fund) was electronically filed and is incorporated herein by
reference as Exhibit 6(g) to Daily Money Fund's Post-Effective Amendment
No. 34.
(h) Service Contract (Administrative and Recordkeeping Services Only)
between Fidelity Distributors Corporation and "Qualified Recipients" with
respect to shares of U.S. Treasury Portfolio (currently known as Treasury
Fund) and Money Market Portfolio (currently known as Prime Fund) was
electronically filed and is incorporated herein by reference as Exhibit
6(h) to Daily Money Fund's Post-Effective Amendment No. 34.
(i) Form of Selling Dealer Agreement for Bank Related Transactions (most
recently revised January, 1997) was electronically filed and is
incorporated herein by reference to Exhibit 6(i) to Post-Effective
Amendment No. 28.
(j) Form of Selling Dealer Agreement (most recently revised January, 1997)
was electronically filed and is incorporated herein by reference to Exhibit
6(j) to Post-Effective Amendment No. 28.
(k) Amendments to the General Distribution Agreement between Daily Money
Fund on behalf of U.S. Treasury Portfolio (currently known as Treasury
Fund) and Money Market Portfolio (currently known as Prime Fund) and
Fidelity Distributors Corporation, dated March 14, 1996 and July 15, 1996,
are incorporated herein by reference to Exhibit 6(a) of Fidelity Court
Street Trust's Post-Effective Amendment No. 61 (File No. 2-58774).
(l) Form of Bank Agency Agreement (most recently revised January, 1997)
was electronically filed and is incorporated herein by reference to Exhibit
6(l) to Post-Effective Amendment No. 28.
7. (a) Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners, as amended on November 16, 1995, is incorporated herein
by reference to Exhibit 7(a) of Fidelity Select Portfolio's (File No.
2-69972) Post-Effective Amendment No. 54.
(b) The Fee Deferral Plan for Non-Interested Person Directors and Trustees
of the Fidelity Funds, effective as of September 14, 1995 and amended
through November 14, 1996, is incorporated herein by reference to Exhibit
7(b) of Fidelity Aberdeen Street Trust's (File No. 33-43529) Post-Effective
Amendment No. 19.
8. (a) Custodian Agreement, Appendix B, and Appendix C, dated December 1,
1994, between UMB Bank, n.a. and Daily Tax-Exempt Money Fund on behalf of
Daily Tax-Exempt Money Fund (currently known as Tax-Exempt Fund) was
electronically filed and is incorporated herein by reference to Exhibit 8
to Fidelity California Municipal Trust's Post-Effective Amendment No. 28
(File No. 2-83367).
(b) Appendix A, dated October 17, 1996, to the Custodian Agreement, dated
December 1, 1994, between UMB Bank, n.a. and Daily Tax-Exempt Money Fund on
behalf of Daily Tax-Exempt Money Fund (currently known as Tax-Exempt Fund)
was electronically filed and is incorporated herein by reference to Exhibit
8(a) to Fidelity Court Street Trust's Post-Effective Amendment No. 61 (File
No. 2-58774).
(c) Custodian Agreement and Appendix C, dated December 1, 1994, between
The Bank of New York and the Fidelity Daily Money Fund Trust on behalf of
Money Market Portfolio (currently known as Prime Fund) and U.S. Treasury
Portfolio (currently known as Treasury Fund) and Money Market Portfolio
(currently known as Prime Fund) is incorporated herein by reference to
Exhibit 8(a) of Fidelity Hereford Street Trust's Post-Effective Amendment
No. 4 (File No. 33-52577).
(d) Appendix A, dated August 31, 1996, to the Custodian Agreement, dated
December 1, 1994, between The Bank of New York and Daily Money Fund on
behalf of Money Market Portfolio (currently known as Prime Fund) and U.S.
Treasury Portfolio (currently known as Treasury Fund) was electronically
filed and is incorporated herein by reference to Exhibit 8(b) to Daily
Money Fund's Post-Effective Amendment No. 40.
(e) Appendix B, dated July 31, 1996, to the Custodian Agreement, dated
December 1, 1994, between The Bank of New York and Fidelity Daily Money
Fund Trust on behalf of Money Market Portfolio (currently known as Prime
Fund) and U.S. Treasury Portfolio (currently known as Treasury Fund) is
incorporated herein by reference to Exhibit 8(c) of Fidelity Income Fund's
Post-Effective Amendment No. 35 (File No. 2-92661).
(f) Fidelity Group Repo Custodian Agreement among The Bank of New York, J.
P. Morgan Securities, Inc., and the Fidelity Funds, was electronically
filed and is incorporated herein by reference to Exhibit 8(d) to Fidelity
Institutional Cash Portfolio's Post-Effective Amendment No. 31.
(g) Schedule 1 to the Fidelity Group Repo Custodian Agreement among The
Bank of New York, J. P. Morgan Securities, Inc., and the Fidelity Funds was
electronically filed and is incorporated herein by reference to Exhibit
8(e) to Daily Money Fund's Post-Effective Amendment No 31.
(h) Fidelity Group Repo Custodian Agreement among Chemical Bank, Greenwich
Capital Markets, Inc., and the Fidelity Funds was electronically filed and
is incorporated herein by reference to Exhibit 8(f) to Daily Money Fund's
Post-Effective Amendment No. 31.
(i) Joint Trading Account Custody Agreement between the The Bank of New
York and the Fidelity Funds was electronically filed and is incorporated
herein by reference to Exhibit 8(h) to Daily Money Fund's Post-Effective
Amendment No. 31.
(j) First Amendment to Joint Trading Account Custody Agreement between the
The Bank of New York and the Fidelity Funds was electronically filed and is
incorporated herein by reference to Exhibit 8(i) to Daily Money Fund's
Post-Effective Amendment No. 31.
9. (a) Transfer Agent Agreement dated December 30, 1991, between Daily
Tax-Exempt Money Fund II and United Missouri was electronically filed and
is incorporated herein by reference to Exhibit 9(a) to Post-Effective
Amendment No. 20.
(b) Schedule A to the Transfer Agent Agreement for Daily Tax-Exempt Money
Fund (currently known as Tax-Exempt Fund), dated January 1, 1993 was
electronically filed and is incorporated herein by reference as Exhibit
9(b) to Post-Effective Amendment No. 20.
(c) Appointment of Sub-Transfer Agent for Daily Tax-Exempt Money Fund II,
dated December 30, 1991, was electronically filed and is incorporated
herein by reference to Exhibit 9(c) to Post-Effective Amendment No. 25.
(d) Service Agent Agreement, dated December 30, 1991, between Daily
Tax-Exempt Money Fund II, United Missouri, and Fidelity Management &
Research Co. was electronically filed and is incorporated herein by
reference to Exhibit 9(d) to Post-Effective Amendment No. 20.
(e) Schedules B and C to the Service Agreement for Daily Tax-Exempt Money
Fund, dated March 12, 1992 and December 31, 1991, respectively, were
electronically filed and are incorporated herein by reference to Exhibit
9(e) to Post Effective Amendment No. 20.
(f) Appointment of Sub-Servicing Agent for Daily Tax-Exempt Money Fund II,
dated December 30, 1991, is electronically filed herein as Exhibit 9(f).
10. Not applicable.
11. (a) Consent of auditor for Treasury Fund and Prime Fund is
electronically filed herein as Exhibit 11(a).
(b) Consent of auditor for Tax-Exempt Fund is electronically filed herein
as Exhibit 11(b).
12. None.
13. None.
14. (a) Fidelity Individual Retirement Account Custodial Agreement and
Disclosure Statement, as currently in effect, is incorporated herein by
reference to Exhibit 14(a) of Fidelity Union Street Trust's (File No.
2-50318) Post-Effective Amendment No. 87.
(b) Fidelity Institutional Individual Retirement Account Custodial
Agreement and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(d) of Fidelity Union Street Trust's (File
No. 2-50318) Post-Effective Amendment No. 87.
(c) National Financial Services Corporation Individual Retirement Account
Custodial Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(h) of Fidelity Union Street
Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
(d) Fidelity Portfolio Advisory Services Individual Retirement Account
Custodial Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(i) of Fidelity Union Street
Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
(e) Fidelity 403(b)(7) Custodial Account Agreement, as currently in
effect, is incorporated herein by reference to Exhibit 14(e) of Fidelity
Union Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
(f) National Financial Services Corporation Defined Contribution
Retirement Plan and Trust Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(k) of Fidelity Union Street
Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
(g) The CORPORATEplan for Retirement Profit Sharing/401K Plan, as
currently in effect, is incorporated herein by reference to Exhibit 14(l)
of Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
(h) The CORPORATEplan for Retirement Money Purchase Pension Plan, as
currently in effect, is incorporated herein by reference to Exhibit 14(m)
of Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
(i) Fidelity Investments Section 403(b)(7) Individual Custodial Account
Agreement and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(f) of Fidelity Commonwealth Trust's (File
No. 2-52322) Post-Effective Amendment No. 57.
(j) Plymouth Investments Defined Contribution Retirement Plan and Trust
Agreement, as currently in effect, is incorporated herein by reference to
Exhibit 14(o) of Fidelity Commonwealth Trust's (File No. 2-52322)
Post-Effective Amendment No. 57.
(k) The Fidelity Prototype Defined Benefit Pension Plan and Trust Basic
Plan Document and Adoption Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(d) of Fidelity Securities
Fund's (File No. 2-93601) Post-Effective Amendment No. 33.
(l) The Institutional Prototype Plan Basic Plan Document, Standardized
Adoption Agreement, and Non-Standardized Adoption Agreement, as currently
in effect, is incorporated herein by reference to Exhibit 14(o) of Fidelity
Securities Fund's (File No. 2-93601) Post-Effective Amendment No. 33.
(m) The CORPORATEplan for Retirement 100SM Profit Sharing/401(k) Basic
Plan Document, Standardized Adoption Agreement, and Non-Standardized
Adoption Agreement, as currently in effect, is incorporated herein by
reference to Exhibit 14(f) of Fidelity Securities Fund's (File No. 2-93601)
Post-Effective Amendment No. 33.
(n) The Fidelity Investments 401(a) Prototype Plan for Tax-Exempt
Employers Basic Plan Document, Standardized Profit Sharing Plan Adoption
Agreement, Non-Standardized Discretionary Contribution Plan No. 002
Adoption Agreement, and Non-Standardized Discretionary Contribution Plan
No. 003 Adoption Agreement, as currently in effect, is incorporated herein
by reference to Exhibit 14(g) of Fidelity Securities Fund's (File No.
2-93601) Post-Effective Amendment No. 33.
(o) Fidelity Investments 403(b) Sample Plan Basic Plan Document and
Adoption Agreement, as currently in effect, is incorporated herein by
reference to Exhibit 14(p) of Fidelity Securities Fund's (File No. 2-93601)
Post-Effective Amendment No. 33.
(p) Fidelity Defined Contribution Retirement Plan and Trust Agreement, as
currently in effect, is incorporated herein by reference to Exhibit 14(c)
of Fidelity Securities Fund's (File No. 2-93601) Post-Effective Amendment
No. 33.
(q) Fidelity SIMPLE-IRAPlan Adoption Agreement, Company Profile Form, and
Plan Document, as currently in effect, is incorporated herein by reference
to Exhibit 14(q) of Fidelity Aberdeen Street Trust's (File No. 33-43529)
Post-Effective Amendment No. 19.
15. (a) Distribution and Service Plan for Treasury Fund: Daily Money Class
is electronically filed herein as Exhibit 15(a).
(b) Distribution and Service Plan for Prime Fund: Daily Money Class is
electronically filed herein as Exhibit 15(b).
(c) Distribution and Service Plan for Tax-Exempt Fund: Daily Money Class
is electronically filed herein as Exhibit 15(c).
(d) Distribution and Service Plan for Treasury Fund: Advisor B Class is
electronically filed herein as Exhibit 15(d).
16. Schedule for computation of performance quotations was electronically
filed and is incorporated herein by reference to Exhibit 16 to
Post-Effective Amendment No. 25.
17. Financial Data Schedules are electronically filed herein as Exhibit
27.
18. Rule 18f-3 Plan on behalf of U.S. Treasury Portfolio (currently known
as Treasury Fund), dated January 1, 1997, was electronically filed and is
incorporated herein by reference to Post-Effective Amendment No. 28.
Item 25. Persons Controlled by or under Common Control with Registrant
The Board of Trustees of Registrant is the same as the Board of Trustees
of other funds advised by FMR, each of which has Fidelity Management and
Research Company as its investment adviser. 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 as of April 30, 1997
Title of Class: Shares of Beneficial Interest
Name of Series Number of Record Holders
Prime Fund - Daily Money Class 226,734
(formerly Money Market Portfolio - Initial Class)
Tax-Exempt Fund - Daily Money Class 13,739
(formerly Daily Tax-Exempt Money Fund - Initial Class)
Treasury Fund - Daily Money Class 37,367
(formerly U.S. Treasury Portfolio -Initial Class)
Treasury Fund - Advisor B Class 2,756
(formerly U.S. Treasury Portfolio - Class B)
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 Trust
Instrument 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 Trust
Instrument, 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, Inc.
("Service") is appointed sub-transfer agent, the Transfer Agent agrees to
indemnify Service for Service's losses, claims, damages, liabilities and
expenses (including reasonable counsel fees and expenses) (losses) to the
extent that the Transfer Agent is entitled to and receives indemnification
from the Portfolio 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
(including reasonable counsel fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any person other than the
Registrant, including by a shareholder which names 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 or negligence or
reckless disregard of duties, and arises out of or in connection with the
Transfer Agent's performance under the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent contributed to
by the Transfer Agent's willful misfeasance, bad faith or negligence or
reckless disregard of 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. Pursuant to the agreement
by which Fidelity Investments Institutional Operations Company, Inc.
("FIIOC") is appointed sub-transfer agent, the Transfer Agent agrees to
indemnify FIIOC for FIIOC's losses, claims, damages, liabilities and
expenses (including reasonable counsel fees and expenses) (losses) to the
extent that the Transfer Agent is entitled to and receives indemnification
from the Portfolio 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
(including reasonable counsel fees and expenses) resulting from:
(1) any claim, demand, action or suit brought by any person other than the
Registrant, including by a shareholder which names 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 or negligence or
reckless disregard of duties, and arises out of or in connection with the
Transfer Agent's performance under the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent contributed to
by the Transfer Agent's willful misfeasance, bad faith or negligence or
reckless disregard of 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)
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 Director of FMR, FMR
Corp., FMR Texas Inc., FMR (U.K.) Inc., and FMR
(Far East) Inc.; Chairman of the Board and
Representative Director of Fidelity Investments Japan
Limited; President and Trustee of funds advised by
FMR.
Robert C. Pozen President and Director of FMR; General Counsel,
Managing Director, and Senior Vice President of FMR
Corp.
J. Gary Burkhead President of FIIS; President and Director of FMR,
FMR Texas Inc., FMR (U.K.) Inc., and FMR (Far
East) Inc.; Managing Director of FMR Corp.; Senior
Vice President and Trustee of funds advised by FMR.
Peter S. Lynch Vice Chairman of the Board and Director of FMR.
Marta Amieva Vice President of FMR.
Dwight D. Churchill Vice President of FMR.
John D. Crumrine Assistant Treasurer of FMR, FMR (U.K.) Inc., FMR
(Far East) Inc., and FMR Texas Inc.; Vice President
and Treasurer of FMR Corp.
William Danoff Vice President of FMR and of a fund advised by FMR.
Scott E. DeSano Vice President of FMR.
Craig P. Dinsell Vice President of FMR.
Penelope Dobkin Vice President of FMR and of a fund advised by FMR.
George C. Domolky Vice President of FMR.
Bettina Doulton Vice President of FMR and of funds advised by FMR.
Margaret L. Eagle Vice President of FMR and a fund advised by FMR.
Richard B. Fentin Senior Vice President of FMR and Vice President of a
fund advised by FMR.
Gregory Fraser Vice President of FMR and of a fund advised by FMR.
Jay Freedman Assistant Clerk of FMR; Clerk of FMR Corp., FMR
(U.K.) Inc., and FMR (Far East) Inc.; Secretary of
FMR Texas Inc.
Robert Gervis Vice President of FMR.
David L. Glancy Vice President of FMR and of a fund advised by FMR.
Kevin E. Grant Vice President of FMR and of funds advised by FMR.
Barry A. Greenfield Vice President of FMR and of a fund advised by FMR.
Boyce I. Greer Vice President of FMR.
Robert Haber Vice President of FMR.
Richard C. Habermann Senior Vice President of FMR; Vice President of funds
advised by FMR.
William J. Hayes Senior Vice President of FMR; Vice President of
Equity funds advised by FMR.
Richard Hazlewood Vice President of FMR and of a fund advised by FMR.
Fred L. Henning Jr. Senior Vice President of FMR; Vice President of
Fixed-Income funds advised by FMR.
John R. Hickling Vice President of FMR and of a fund advised by FMR.
Robert F. Hill Vice President of FMR; Director of Technical
Research.
Curt Hollingsworth Vice President of FMR and of funds advised by FMR.
Abigail P. Johnson Vice President of FMR and of a fund advised by FMR.
Stephen P. Jonas Vice President of FMR; Treasurer of FMR, FMR
(U.K.) Inc., FMR (Far East) Inc., and FMR Texas Inc.
David B. Jones Vice President of FMR.
Steven Kaye Vice President of FMR and of a fund advised by FMR.
Francis V. Knox Vice President of FMR; Compliance Officer of FMR
(U.K.) Inc.
David P. Kurrasch Vice President of FMR.
Robert A. Lawrence Senior Vice President of FMR; Vice President of High
Income funds advised by FMR.
Alan Leifer Vice President of FMR.
Harris Leviton Vice President of FMR and of a fund advised by FMR.
Bradford E. Lewis Vice President of FMR and of funds advised by FMR.
Arthur S. Loring Senior Vice President, Clerk, and General Counsel of
FMR; Vice President/Legal, and Assistant Clerk of
FMR Corp.; Secretary of funds advised by FMR.
Richard R. Mace Jr. Vice President of FMR and of funds advised by FMR.
Robert H. Morrison Vice President of FMR; Director of Equity Trading.
David L. Murphy Vice President of FMR and of funds advised by FMR.
Jacques Perold Vice President of FMR.
Anne Punzak Vice President of FMR.
Kenneth A. Rathgeber Vice President of FMR; Treasurer of funds advised by
FMR.
Lee H. Sandwen Vice President of FMR.
Patricia A. Satterthwaite Vice President of FMR and of a fund advised by FMR.
Thomas T. Soviero Vice President of FMR and of a fund advised by FMR.
Richard Spillane Vice President of FMR; Senior Vice President and
Director of Operations and Compliance of FMR (U.K.)
Inc.
Robert E. Stansky Senior Vice President of FMR; Vice President of a
fund advised by FMR.
Thomas Sweeney Vice President of FMR and of a fund advised by FMR.
Beth F. Terrana Senior Vice President of FMR; Vice President of a
fund advised by FMR.
Yoko Tilley Vice President of FMR.
Joel C. Tillinghast Vice President of FMR and of a fund advised by FMR.
Robert Tuckett Vice President of FMR.
Jennifer Uhrig Vice President of FMR and of funds advised by FMR.
George A. Vanderheiden Senior Vice President of FMR; Vice President 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.
Edward C. Johnson 3d Chairman of the Board and Director of FMR
Texas, FMR, FMR Corp., FMR (Far East) Inc.,
and FMR (U.K.) Inc.; Chairman of the
Executive Committee of FMR; President and
Chief Executive Officer of FMR Corp.;
Chairman of the Board and Representative
Director of Fidelity Investments Japan Limited;
President and Trustee of funds advised by FMR.
J. Gary Burkhead President of FIIS; President and Director of
FMR Texas, FMR, FMR (Far East) Inc., and
FMR (U.K.) Inc.; Managing Director of FMR
Corp.; Senior Vice President and Trustee of
funds advised by FMR.
Robert H. Auld Vice President of FMR Texas.
Robert K. Duby Vice President of FMR Texas and of funds
advised by FMR.
Robert Litterst Vice President of FMR Texas and of funds
advised by FMR.
Thomas D. Maher Vice President of FMR Texas and Assistant Vice
President of Money Market funds advised by
FMR.
Scott A. Orr Vice President of FMR Texas and of funds
advised by FMR.
Burnell R. Stehman Vice President of FMR Texas and of funds
advised by FMR.
John J. Todd Vice President of FMR Texas and of funds
advised by FMR.
Sarah H. Zenoble Vice President of FMR Texas and of Money
Market funds advised by FMR.
Stephen P. Jonas Treasurer of FMR Texas, FMR (U.K.) Inc.,
FMR (Far East) Inc., and FMR; Vice President
of FMR.
John D. Crumrine Assistant Treasurer of FMR Texas, FMR (U.K.)
Inc., FMR (Far East) Inc., and FMR; Vice
President and Treasurer of FMR Corp.
Jay Freedman Secretary of FMR Texas; Clerk of FMR (U.K.)
Inc., FMR (Far East) Inc., and FMR Corp.;
Assistant Clerk of FMR.
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR.
(b)
Name and Principal Positions and Offices Positions and Offices
Business Address* With Underwriter With Registrant
Edward C. Johnson 3d Director Trustee and President
Michael Mlinac Director None
Mark Peterson Director None
Paul Hondros President None
Arthur S. Loring Vice President and Clerk Secretary
Caron Ketchum Treasurer and Controller None
Gary Greenstein Assistant Treasurer None
Jay Freedman Assistant Clerk None
Linda Holland Compliance Officer None
* 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 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity Service
Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the funds'
respective custodian: The Bank of New York, 110 Washington Street, New
York, N.Y. or UMB Bank, n.a., 1010 Grand Avenue, Kansas City, MO.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
The trustees and shareholders of Daily Money Fund have approved a plan of
reorganization ("Plan") between each of Daily Money Fund: U.S. Treasury
Portfolio (currently known as Treasury Fund) and Money Market Portfolio
(currently known as Prime Fund) ("Predecessor Funds"), and its successor
series of this trust whereby all of the assets and liabilities of the
predecessor funds will be transferred to this Trust. Registrant hereby
undertakes that it will submit by amendment to this registration statement
financial statements and financial highlights reflecting the reorganization
described in the Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 29 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 23rd day
of May 1997.
FIDELITY NEWBURY STREET TRUST
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
(Signature) (Title) (Date)
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Edward C. Johnson 3d (dagger) President and Trustee May 23, 1997
Edward C. Johnson 3d (Principal Executive Officer)
/s/Kenneth A. Rathgeber * Treasurer May 23, 1997
Kenneth A. Rathgeber
/s/J. Gary Burkhead Trustee May 23, 1997
J. Gary Burkhead
/s/Ralph F. Cox ** Trustee May 23, 1997
Ralph F. Cox
/s/Phyllis Burke Davis ** Trustee May 23, 1997
Phyllis Burke Davis
/s/Robert M. Gates *** Trustee May 23, 1997
Robert M. Gates
/s/E. Bradley Jones ** Trustee May 23, 1997
E. Bradley Jones
/s/Donald J. Kirk ** Trustee May 23, 1997
Donald J. Kirk
/s/Peter S. Lynch ** Trustee May 23, 1997
Peter S. Lynch
/s/Marvin L. Mann ** Trustee May 23, 1997
Marvin L. Mann
/s/William O. McCoy ** Trustee May 23, 1997
William O. McCoy
/s/Gerald C. McDonough ** Trustee May 23, 1997
Gerald C. McDonough
/s/Thomas R. Williams ** Trustee May 23, 1997
Thomas R. Williams
</TABLE>
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated January 3, 1997 and filed herewith.
* Signature affixed by John H. Costello pursuant to a power of attorney
dated December 19, 1996 and filed herewith.
** Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated December 19, 1996 and filed herewith.
*** Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated March 6, 1997 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 Aberdeen Street Trust Fidelity Government Securities Fund
Fidelity Advisor Annuity Fund Fidelity Hastings Street Trust
Fidelity Advisor Series I Fidelity Hereford Street Trust
Fidelity Advisor Series II Fidelity Income Fund
Fidelity Advisor Series III Fidelity Institutional Cash Portfolios
Fidelity Advisor Series IV Fidelity Institutional Tax-Exempt Cash Portfolios
Fidelity Advisor Series V Fidelity Institutional Trust
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts Municipal Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust
Fidelity Boston Street Trust Fidelity Mt. Vernon Street Trust
Fidelity California Municipal Trust Fidelity Municipal Trust
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal Trust
Fidelity Charles Street Trust Fidelity New York Municipal Trust II
Fidelity Commonwealth Trust Fidelity Phillips Street Trust
Fidelity Congress Street Fund Fidelity Puritan Trust
Fidelity Contrafund Fidelity Revere Street Trust
Fidelity Corporate Trust Fidelity School Street Trust
Fidelity Court Street Trust Fidelity Securities Fund
Fidelity Court Street Trust II Fidelity Select Portfolios
Fidelity Covington Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Daily Money Fund Fidelity Summer Street Trust
Fidelity Daily Tax-Exempt Fund Fidelity Trend Fund
Fidelity Destiny Plans 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 Union Street Trust II
Fidelity Exchange Fund Fidelity Yen Performance Portfolio, L.P.
Fidelity Financial Trust Variable Insurance Products Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund II
</TABLE>
plus any other investment company for which Fidelity Management & Research
Company or an affiliate acts as investment adviser and for which the
undersigned individual serves as President and Director, Trustee, or
General Partner (collectively, the "Funds"), hereby constitute and appoint
J. Gary Burkhead my true and lawful attorney-in-fact, with full power of
substitution, and with full power to him to sign for me and in my name in
the appropriate capacity, all Registration Statements of the Funds on Form
N-1A, Form N-8A, Form N-8B-2, or any successor thereto, any and all
subsequent Amendments, Pre-Effective Amendments, or Post-Effective
Amendments to said Registration Statements on Form N-1A or any successor
thereto, any Registration Statements on Form N-14, and any supplements or
other instruments in connection therewith, and generally to do all such
things in my name and behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission. I hereby ratify and confirm all that said attorney-in-fact or
his substitutes may do or cause to be done by virtue hereof. This power of
attorney is effective for all documents filed on or after January 3, 1997.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d January 3, 1997
Edward C. Johnson 3d
POWER OF ATTORNEY
I, the undersigned Treasurer and principal financial and accounting
officer of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Fidelity Aberdeen Street Trust Fidelity Government Securities Fund
Fidelity Advisor Annuity Fund Fidelity Hastings Street Trust
Fidelity Advisor Series I Fidelity Hereford Street Trust
Fidelity Advisor Series II Fidelity Income Fund
Fidelity Advisor Series III Fidelity Institutional Cash Portfolios
Fidelity Advisor Series IV Fidelity Institutional Tax-Exempt Cash Portfolios
Fidelity Advisor Series V Fidelity Institutional Trust
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts Municipal Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust
Fidelity Boston Street Trust Fidelity Mt. Vernon Street Trust
Fidelity California Municipal Trust Fidelity Municipal Trust
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal Trust
Fidelity Charles Street Trust Fidelity New York Municipal Trust II
Fidelity Commonwealth Trust Fidelity Phillips Street Trust
Fidelity Congress Street Fund Fidelity Puritan Trust
Fidelity Contrafund Fidelity Revere Street Trust
Fidelity Corporate Trust Fidelity School Street Trust
Fidelity Court Street Trust Fidelity Securities Fund
Fidelity Court Street Trust II Fidelity Select Portfolios
Fidelity Covington Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Daily Money Fund Fidelity Summer Street Trust
Fidelity Daily Tax-Exempt Fund Fidelity Trend Fund
Fidelity Destiny Portfolios Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity U.S. Investments-Government Securities
Portfolio, L.P. Fund, L.P.
Fidelity Devonshire Trust Fidelity Union Street Trust
Fidelity Exchange Fund Fidelity Union Street Trust II
Fidelity Financial Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Variable Insurance Products Fund II
</TABLE>
plus any other investment company for which Fidelity Management & Research
Company or an affiliate acts as investment adviser and for which the
undersigned individual serves as President and Director, Trustee, or
General Partner (collectively, the "Funds"), hereby constitute and appoint
John H. Costello and John E. Ferris 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
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration Statements on
Form N-1A or any successor thereto, any Registration Statements on Form
N-14, and any supplements or other instruments in connection therewith, and
generally to do all such things in my name and behalf in connection
therewith as said attorneys-in-fact deems necessary or appropriate, to
comply with the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, and all related requirements of the Securities and
Exchange Commission. I hereby ratify and confirm all that said
attorneys-in-fact or their substitutes may do or cause to be done by virtue
hereof. This power of attorney is effective for all documents filed on or
after January 1, 1997.
WITNESS my hand on the date set forth below.
/s/Kenneth A. Rathgeber__________ December 19, 1996
Kenneth A. Rathgeber
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 Aberdeen Street Trust Fidelity Government Securities Fund
Fidelity Advisor Annuity Fund Fidelity Hastings Street Trust
Fidelity Advisor Series I Fidelity Hereford Street Trust
Fidelity Advisor Series II Fidelity Income Fund
Fidelity Advisor Series III Fidelity Institutional Cash Portfolios
Fidelity Advisor Series IV Fidelity Institutional Tax-Exempt Cash Portfolios
Fidelity Advisor Series V Fidelity Institutional Trust
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts Municipal Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust
Fidelity Boston Street Trust Fidelity Mt. Vernon Street Trust
Fidelity California Municipal Trust Fidelity Municipal Trust
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal Trust
Fidelity Charles Street Trust Fidelity New York Municipal Trust II
Fidelity Commonwealth Trust Fidelity Phillips Street Trust
Fidelity Congress Street Fund Fidelity Puritan Trust
Fidelity Contrafund Fidelity Revere Street Trust
Fidelity Corporate Trust Fidelity School Street Trust
Fidelity Court Street Trust Fidelity Securities Fund
Fidelity Court Street Trust II Fidelity Select Portfolios
Fidelity Covington Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Daily Money Fund Fidelity Summer Street Trust
Fidelity Daily Tax-Exempt Fund Fidelity Trend Fund
Fidelity Destiny Portfolios Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity U.S. Investments-Government Securities
Portfolio, L.P. Fund, L.P.
Fidelity Devonshire Trust Fidelity Union Street Trust
Fidelity Exchange Fund Fidelity Union Street Trust II
Fidelity Financial Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Variable Insurance Products Fund II
</TABLE>
plus any other investment company for which Fidelity Management & Research
Company or an affiliate acts as investment adviser and for which the
undersigned individual serves as Directors, Trustees, or General Partners
(collectively, the "Funds"), hereby constitute and appoint Arthur J. Brown,
Arthur C. Delibert, Stephanie A. Djinis, Robert C. Hacker, Thomas M.
Leahey, Richard M. Phillips, and Dana L. Platt, each of them singly, our
true and lawful attorneys-in-fact, with full power of substitution, and
with full power to each of them, to sign for us and in our names in the
appropriate capacities, all Registration Statements of the Funds on Form
N-1A, Form N-8A or any successor thereto, any and all subsequent
Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said
Registration Statements on Form N-1A or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
our names and behalf in connection therewith as said attorneys-in-fact
deems necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I hereby
ratify and confirm all that said attorneys-in-fact or their substitutes may
do or cause to be done by virtue hereof. This power of attorney is
effective for all documents filed on or after January 1, 1997.
WITNESS our hands on this nineteenth day of December, 1996.
/s/Edward C. Johnson 3d___________ /s/Peter S. Lynch________________
Edward C. Johnson 3d Peter S. Lynch
/s/J. Gary Burkhead_______________ /s/William O. McCoy______________
J. Gary Burkhead William O. McCoy
/s/Ralph F. Cox __________________ /s/Gerald C. McDonough___________
Ralph F. Cox Gerald C. McDonough
/s/Phyllis Burke Davis_____________ /s/Marvin L. Mann________________
Phyllis Burke Davis Marvin L. Mann
/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 Aberdeen Street Trust Fidelity Government Securities Fund
Fidelity Advisor Annuity Fund Fidelity Hastings Street Trust
Fidelity Advisor Series I Fidelity Hereford Street Trust
Fidelity Advisor Series II Fidelity Income Fund
Fidelity Advisor Series III Fidelity Institutional Cash Portfolios
Fidelity Advisor Series IV Fidelity Institutional Tax-Exempt Cash Portfolios
Fidelity Advisor Series V Fidelity Institutional Trust
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts Municipal Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust
Fidelity Boston Street Trust Fidelity Mt. Vernon Street Trust
Fidelity California Municipal Trust Fidelity Municipal Trust
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal Trust
Fidelity Charles Street Trust Fidelity New York Municipal Trust II
Fidelity Commonwealth Trust Fidelity Phillips Street Trust
Fidelity Congress Street Fund Fidelity Puritan Trust
Fidelity Contrafund Fidelity Revere Street Trust
Fidelity Corporate Trust Fidelity School Street Trust
Fidelity Court Street Trust Fidelity Securities Fund
Fidelity Court Street Trust II Fidelity Select Portfolios
Fidelity Covington Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Daily Money Fund Fidelity Summer Street Trust
Fidelity Daily Tax-Exempt Fund Fidelity Trend Fund
Fidelity Destiny Portfolios Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity U.S. Investments-Government Securities
Portfolio, L.P. Fund, L.P.
Fidelity Devonshire Trust Fidelity Union Street Trust
Fidelity Exchange Fund Fidelity Union Street Trust II
Fidelity Financial Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Fixed-Income Trust Variable Insurance Products Fund
Variable Insurance Products Fund II
</TABLE>
plus any other investment company for which Fidelity Management & Research
Company or an affiliate acts as investment adviser and for which the
undersigned individual serves as Director, Trustee, or General Partner
(collectively, the "Funds"), hereby constitute and appoint Arthur J. Brown,
Arthur C. Delibert, Stephanie A. Djinis, Robert C. Hacker, Thomas M.
Leahey, Richard M. Phillips, and Dana L. Platt, each of them singly, 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 capacities, all Registration Statements of the Funds on Form
N-1A, Form N-8A or any successor thereto, any and all subsequent
Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said
Registration Statements on Form N-1A or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
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 the Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission. I hereby ratify
and confirm all that said attorneys-in-fact or their substitutes may do or
cause to be done by virtue hereof. This power of attorney is effective for
all documents filed on or after March 1, 1997.
WITNESS my hand on the date set forth below.
/s/Robert M. Gates March 6, 1997
Robert M. Gates
Exhibit 1(d)
Supplement To
Trust Instrument of
Fidelity Daily Tax-Exempt Money Fund
This Supplement to the Trust Instrument of Fidelity Daily Tax-Exempt Money
Fund, (the "Trust"), formed pursuant to a Trust Instrument dated June 20,
1991 under the name Fidelity Daily Tax-Exempt Money Fund II, is adopted by
the Trustees pursuant to Article XI, Section 11.06, of the Trust and
incorporates all amendments to the Trust Instrument (other than prior
amendments to the name of the Trust) in effect as of the date hereof as
follows:
1. The Trust Instrument is amended by a resolution of the Trustees adopted
at a meeting on
September 14, 1995, by adding Section 7.04 as follows:
DERIVATIVE ACTIONS.
Section 7.04. Except as otherwise provided in Section 3816 of the
Delaware Act, all matters relating to the bringing of derivative actions in
the right of the Trust shall be governed by the General Corporation Law of
the State of Delaware relating to derivative actions, and judicial
interpretations thereunder, as if the Trust were a Delaware corporation and
the Shareholders were shareholders of a Delaware corporation.
2. Section 11.05 of the Trust Instrument is amended and restated by a
resolution of the Trustees
adopted at a meeting on September 14, 1995, as follows:
MERGERS.
Section 11.05. (a) Notwithstanding anything else herein, the Trustees, in
order to change the form of organization of the Trust, may, without prior
Shareholder approval, (i) cause the Trust to merge or consolidate with or
into one or more trusts, partnerships (general or limited), associations,
limited liability companies or corporations so long as the surviving or
resulting entity is an open-end management investment company under the
1940 Act, or is a Series thereof, that will succeed to or assume the
Trust's registration under that Act and which is formed, organized or
existing under the laws of a state, commonwealth, possession or colony of
the United States or (ii) cause the Trust to incorporate under the laws of
Delaware.
(b) The Trustees may, subject to a Majority Shareholder Vote of the
Trust, and subject to a vote of a majority of the Trustees, cause the Trust
to merge or consolidate with or into one or more trusts, partnerships
(general or limited), associations, limited liability companies or
corporations.
(c) Any agreement of merger or consolidation or certificate of merger or
consolidation may be signed by a majority of Trustees and facsimile
signatures conveyed by electronic or tele-communication means shall be
valid.
(d) Pursuant to and in accordance with the provisions of Section 3815 (f)
of the Delaware Act, and notwithstanding anything to the contrary contained
in this Trust Instrument, an agreement of merger or consolidation approved
by the Trustees in accordance with paragraphs (a) or (b) of this Section
11.05 may effect any amendment to the Trust Instrument or effect the
adoption of a new trust instrument of the Trust if it is the surviving or
resulting trust in the merger or consolidation.
3. Section 10.01 of the Trust Instrument is amended and restated by a
resolution of the Trustees
adopted at a meeting on September 14, 1995, as follows:
LIMITATION OF LIABILITY.
Section 10.01. Neither a Trustee nor an officer of the Trust, when acting
in such capacity, shall be personally liable to any person other than the
Trust or a beneficial owner for any act, omission or obligation of the
Trust, any Trustee or any officer of the Trust. Neither a Trustee nor an
officer of the Trust shall be liable for any act or omission or any conduct
whatsoever in his capacity as Trustee or as an officer of the Trust,
provided that nothing contained herein or in the Delaware Act shall protect
any Trustee or any officer of the Trust against any liability to the Trust
or to Shareholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of the office of Trustee or officer of
the Trust hereunder.
4. Section 11.02 is amended and restated by a resolution of the Trustees
adopted at a meeting on
September 14, 1995, as follows:
TRUSTEES' AND OFFICERS' GOOD FAITH ACTION, EXPERT ADVICE, NO BOND
OR SURETY.
Section 11.02. The exercise by the Trustees or the officers of the Trust
of their powers and discretions hereunder in good faith and with reasonable
care under the circumstances then prevailing shall be binding upon everyone
interested. Subject to the provisions of Article X hereof and to Section
11.01 of this Article XI, the Trustees and the officers of the Trust shall
not be liable for errors of judgment or mistakes of fact or law. The
Trustees and the officers of the Trust may take advice of counsel or other
experts with respect to the meaning and operation of this Trust Instrument,
and subject to the provisions of Article X hereof and Section 11.01 of this
Article XI, shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice. The
Trustees and the officers of the Trust shall not be required to give any
bond as such, nor any surety if a bond is obtained.
5. Section 4.01 of the Trust Instrument is amended by resolution of the
Trustees acting pursuant to the last sentence of Section 7.01 thereof and
adopted by Unanimous Written Consent dated August 30, 1991, by
redesignating subsections (w) and (x) as subsections (x) and (y),
respectively, and by adding new subsection (w) as follows:
(w) Notwithstanding any other provisions hereof, to invest all of the
assets of any Series in a single open-end investment company, including
investment by means of transfer of such assets in exchange for an interest
or interests in such investment company;
6. Section 11.06 is amended by a resolution of the Trustees adopted at a
meeting on September 14, 1995 by adding after the first sentence the
following:
A supplemental trust instrument executed by any one Trustee may be relied
upon as a Supplement hereof.
IN WITNESS WHEREOF, the undersigned, being a trustee of the Trust, has
executed this instrument.
/s/J. Gary Burkhead
J. Gary Burkhead, as Trustee and
not individually.
Dated: March 31, 1997
Exhibit 1(e)
CERTIFICATE OF AMENDMENT
OF
DAILY TAX-EXEMPT MONEY FUND
1. The name of the Trust has been amended. The new name of the Trust is:
Fidelity Newbury Street Trust
2. The business address and registered office of the Trust and of the
registered agent of the Trust for service of process is:
Delaware Corporation Organizers, Inc.
1201 N. Market Street
Wilmington, DE 19899-1347
3. The Trust Instrument has been amended. The following Amendment to the
Trust Instrument was duly adopted by a majority shareholder vote at a
meeting duly called and held on May 9, 1997:
VOTED: That the Trust Instrument dated June 20, 1991, be and it hereby
is, amended as follows:
That Article VII, Section 7.01 of the Trust Instrument of this Trust shall
be amended to read as follows:
ARTICLE VII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS
"Section 7.01. On any matter submitted to a vote of the Shareholders, all
Shares shall be voted by individual Series, except (i) when required by the
1940 Act, Shares shall be voted in the aggregate and not by individual
Series; and (ii) when the Trustees have determined that the matter affects
the interests of one or more Series, then the Shareholders of all such
Series shall be entitled to vote thereon. The Trustees may also determine
that a matter affects only the interests of one or more classes of a
Series, in which case any such matters shall be voted on by such class or
classes. A Shareholder of each Series shall be entitled to one vote for
each dollar of net asset value (number of shares owned times net asset
value per share) of such Series, on any matter on which such Shareholder is
entitled to vote and each fractional dollar amount shall be entitled to a
proportionate fractional vote. There shall be no cumulative voting in the
election of Trustees. Shares may be voted in person or by proxy, or in any
manner provided for in the Bylaws. A proxy may be given in writing. The
Bylaws may provide that proxies may also, or may instead, be given by any
electronic or telecommunications device or in any other manner.
Notwithstanding anything else herein or in the Bylaws, in the event a
proposal by anyone other than the officers or Trustees of the Trust is
submitted to a vote of the Shareholders of one or more Series or of the
Trust, or in the event of any proxy contest or proxy solicitation or
proposal in opposition to any proposal by the officers or Trustees of the
Trust, Shares may be voted only in person or by written proxy. Until Shares
are issued, the Trustees may exercise all rights of Shareholders and may
take any action required or permitted by law, this Trust Instrument or any
Bylaws of the Trust to be taken by Shareholders."
4. The foregoing Amendment to the Trust Instrument will become effective
May 30, 1997.
5. Notice is hereby given that the Trust is a series Trust. The debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular series of the Trust shall be
enforceable against the assets of such series only and not against the
assets of the Trust generally.
Exhibit 5(a)
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY NEWBURY STREET TRUST:
TREASURY FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
Amendment made this ____ day of _________________, by and between Fidelity
Newbury Street Trust, a Delaware business trust which may issue one or more
series of shares of beneficial interest (hereinafter called the "Fund"), on
behalf of Treasury Fund (hereinafter called the "Portfolio"), and Fidelity
Management & Research Company, a Massachusetts corporation (hereinafter
called the "Adviser") as set forth in its entirety below.
Required authorization and approval by shareholders and Trustees having
been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby
consent, pursuant to Paragraph 6 of the existing Management Contract dated
September 30, 1993 to an amendment of said Contract in the manner set forth
below. The Amended Management Contract shall, when executed by duly
authorized officers of the Fund and Adviser, take effect on ________ or the
first day of the month following approval.
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio's Prospectus or other governing instruments, as
amended from time to time, the Investment Company Act of 1940 and rules
thereunder, as amended from time to time (the "1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser. The Adviser shall also furnish for the use of the Portfolio office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Portfolio; and shall pay the salaries and
fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iii) preparing all general
shareholder communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance the value or convenience of the Portfolio as an
investment vehicle.
The Adviser shall also furnish such reports, evaluations, information or
analyses to the Fund as the Fund's Board of Trustees may request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by the Adviser, which may include brokers or dealers affiliated
with the Adviser. The Adviser shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Portfolio and/or the other accounts
over which the Adviser or its affiliates exercise investment discretion.
The Adviser is authorized to pay a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination may
be viewed in terms of either that particular transaction or the overall
responsibilities which the Adviser and its affiliates have with respect to
accounts over which they exercise investment discretion. The Trustees of
the Fund shall periodically review the commissions paid by the Portfolio to
determine if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. For the services and facilities to be furnished hereunder, the Adviser
shall receive a management fee payable monthly as soon as practicable after
the last day of each month and equivalent to an annual rate of .25% of the
average daily net assets of the Portfolio.
4. It is understood that the Portfolio will pay all its expenses other
than those expressly stated to be payable by the Adviser hereunder, which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related to the registration and
qualification of the Fund and the Portfolio's shares for distribution under
state and federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the Portfolio;
(viii) all other expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for fidelity and other
coverage; (x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until May 31, 1998
and indefinitely thereafter, but only so long as the continuance after such
date shall be specifically approved at least annually by vote of the
Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or "interested persons" of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Trust Instrument and
agrees that the obligations assumed by the Fund pursuant to this Contract
shall be limited in all cases to the Portfolio and its assets, and the
Adviser shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio or any other Portfolio of
the Fund. In addition, the Adviser shall not seek satisfaction of any such
obligation from the Trustees or any individual Trustee. The Adviser
understands that the rights and obligations of any Portfolio under the
Trust Instrument are separate and distinct from those of any and all other
Portfolios.
8. This contract shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts, without giving effect to the
choice of laws provisions thereof.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
[Signature Lines Omitted]
Exhibit 5(c)
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY NEWBURY STREET TRUST:
PRIME FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
Amendment made this ____ day of ___________, by and between Fidelity
Newbury Street Trust, a Delaware business trust which may issue one or more
series of shares of beneficial interest (hereinafter called the "Fund"), on
behalf of Prime Fund (hereinafter called the "Portfolio"), and Fidelity
Management & Research Company, a Massachusetts corporation (hereinafter
called the "Adviser") as set forth in its entirety below.
Required authorization and approval by shareholders and Trustees having
been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby
consent, pursuant to Paragraph 6 of the existing Management Contract dated
September 30, 1993 to an amendment of said Contract in the manner set forth
below. The Amended Management Contract shall, when executed by duly
authorized officers of the Fund and Adviser, take effect on ________ or the
first day of the month following approval.
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio's Prospectus or other governing instruments, as
amended from time to time, the Investment Company Act of 1940 and rules
thereunder, as amended from time to time (the "1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser. The Adviser shall also furnish for the use of the Portfolio office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Portfolio; and shall pay the salaries and
fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iii) preparing all general
shareholder communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance the value or convenience of the Portfolio as an
investment vehicle.
The Adviser shall also furnish such reports, evaluations, information or
analyses to the Fund as the Fund's Board of Trustees may request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by the Adviser, which may include brokers or dealers affiliated
with the Adviser. The Adviser shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Portfolio and/or the other accounts
over which the Adviser or its affiliates exercise investment discretion.
The Adviser is authorized to pay a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination may
be viewed in terms of either that particular transaction or the overall
responsibilities which the Adviser and its affiliates have with respect to
accounts over which they exercise investment discretion. The Trustees of
the Fund shall periodically review the commissions paid by the Portfolio to
determine if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. For the services and facilities to be furnished hereunder, the Adviser
shall receive a management fee payable monthly as soon as practicable after
the last day of each month and equivalent to an annual rate of .25% of the
average daily net assets of the Portfolio.
4. It is understood that the Portfolio will pay all its expenses other
than those expressly stated to be payable by the Adviser hereunder, which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related to the registration and
qualification of the Fund and the Portfolio's shares for distribution under
state and federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the Portfolio;
(viii) all other expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for fidelity and other
coverage; (x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until May 31, 1998
and indefinitely thereafter, but only so long as the continuance after such
date shall be specifically approved at least annually by vote of the
Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or "interested persons" of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Trust Instrument and
agrees that the obligations assumed by the Fund pursuant to this Contract
shall be limited in all cases to the Portfolio and its assets, and the
Adviser shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio or any other Portfolio of
the Fund. In addition, the Adviser shall not seek satisfaction of any such
obligation from the Trustees or any individual Trustee. The Adviser
understands that the rights and obligations of any Portfolio under the
Trust Instrument are separate and distinct from those of any and all other
Portfolios.
8. This contract shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts, without giving effect to the
choice of laws provisions thereof.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
[Signature Lines Omitted]
Exhibit 5(d)
FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY NEWBURY STREET TRUST:
TAX-EXEMPT FUND AND
FIDELITY MANAGEMENT & RESEARCH COMPANY
Amendment made this ____ day of ____________, by and between Fidelity
Newbury Street Trust, a Delaware business trust, which may issue one or
more series of shares of beneficial interest (hereinafter called the
"Fund") on behalf of its existing series of shares of beneficial interest
(hereinafter called the "Portfolio"), and Fidelity Management & Research
Company, a Massachusetts corporation (hereinafter called the "Adviser") as
set forth in its entirety below.
Required authorization and approval by shareholders and Trustees having
been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby
consent, pursuant to Paragraph 6 of the existing Management Contract dated
December 30, 1991 to an amendment of said Contract in the manner set forth
below. The Amended Management Contract shall, when executed by duly
authorized officers of the Fund and Adviser, take effect on ________ or the
first day of the month following approval.
1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio's Prospectus or other governing instruments, as
amended from time to time, the Investment Company Act of 1940 and rules
thereunder, as amended from time to time (the "1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser. The Adviser shall also furnish for the use of the Portfolio office
space and all necessary office facilities, equipment and personnel for
servicing the investments of the Portfolio; and shall pay the salaries and
fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio. The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
(b) Management Services. The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund. The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iii) preparing all general
shareholder communications, including shareholder reports; (iv) conducting
shareholder relations: (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance the value or convenience of the Portfolio as an
investment vehicle.
The Adviser shall also furnish such reports, evaluations, information or
analyses to the Fund as the Fund's Board of Trustees may request from time
to time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees.
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
(c) The Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by the Adviser, which may include brokers or dealers affiliated
with the Adviser. The Adviser shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage
and research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Portfolio and/or the other accounts
over which the Adviser or its affiliates exercise investment discretion.
The Adviser is authorized to pay a broker or dealer who provides such
brokerage and research services a commission for executing a portfolio
transaction for the Portfolio which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination may
be viewed in terms of either that particular transaction or the overall
responsibilities which the Adviser and its affiliates have with respect to
accounts over which they exercise investment discretion. The Trustees of
the Fund shall periodically review the commissions paid by the Portfolio to
determine if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Portfolio.
The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.
2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
3. For the services and facilities to be furnished hereunder, the Adviser
shall receive a management fee payable monthly as soon as practicable after
the last day of each month and equivalent to an annual rate of .25% of
average daily net assets of the Fund.
4. It is understood that the Portfolio will pay all its expenses other
than those expressly stated to be payable by the Adviser hereunder, which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related to the registration and
qualification of the Fund and the Portfolio's shares for distribution under
state and federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the Portfolio;
(viii) all other expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for Fidelity and other
coverage; (x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until May 31, 1998
and indefinitely thereafter, but only so long as the continuance after such
date shall be specifically approved at least annually by vote of the
Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Portfolio.
(b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or "interested persons" of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
(d) Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Contract, without payment of any
penalty, by action of its Trustees or Board of Directors, as the case may
be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.
7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Trust Instrument and
agrees that the obligations assumed by the Fund pursuant to this Contract
shall be limited in all cases to the Portfolio and its assets, and the
Adviser shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio or any other Portfolios of
the Fund. In addition, the Adviser shall not seek satisfaction of any such
obligation from the Trustees or any individual Trustee. The Adviser
understands that the rights and obligations of any Portfolio under the
Trust Instrument are separate and distinct from those of any and all other
Portfolios.
8. This contract shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts, without giving effect to the
choice of laws provisions thereof.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and
their respective seals to be hereunto affixed, all as of the date written
above.
[Signature Lines Omitted]
Exhibit 5(e)
FORM OF
SUB-ADVISORY AGREEMENT
between
FMR TEXAS INC.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this __ day of , 1997, by and between FMR Texas
Inc., a Texas corporation with principal offices at 400 East Las Colinas
Boulevard, Irving, Texas (hereinafter called the "Sub-Adviser") and
Fidelity Management & Research Company, a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the "Adviser").
WHEREAS the Adviser has entered into a Management Contract with Fidelity
Newbury Street Trust, a Delaware business trust which may issue one or more
series of shares of beneficial interest (hereinafter called the "Fund"), on
behalf of Prime Fund (hereinafter called the "Portfolio"), pursuant to
which the Adviser is to act as investment manager and adviser to the
Portfolio, and
WHEREAS the Sub-Adviser was formed for the purpose of providing investment
management of money market mutual funds, both taxable and tax-exempt,
advising generally with respect to money market instruments, and managing
or providing advice with respect to cash management.
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:
1. (a) The Sub-Adviser shall, subject to the supervision of the Adviser,
direct the investments of the Portfolio in accordance with the investment
objective, policies and limitations as provided in the Portfolio's
Prospectus or other governing instruments, as amended from time to time,
the Investment Company Act of l940 and rules thereunder, as amended from
time to time (the "l940 Act"), and such other limitations as the Portfolio
may impose by notice in writing to the Adviser or Sub-Adviser. The
Sub-Adviser shall also furnish for the use of the Portfolio office space
and all necessary office facilities, equipment and personnel for servicing
the investments of the Portfolio; and shall pay the salaries and fees of
all personnel of the Sub-Adviser performing services for the Portfolio
relating to research, statistical and investment activities. The
Sub-Adviser is authorized, in its discretion and without prior consultation
with the Portfolio or the Adviser, to buy, sell, lend and otherwise trade
in any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio. The investment policies and all other actions of
the Portfolio are and shall at all times be subject to the control and
direction of the Fund's Board of Trustees.
(b) The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's Board of
Trustees or the Adviser may request from time to time or as the Sub-Adviser
may deem to be desirable. The Sub-Adviser shall make recommendations to
the Fund's Board of Trustees with respect to Portfolio policies, and shall
carry out such policies as are adopted by the Trustees. The Sub-Adviser
shall, subject to review by the Board of Trustees, furnish such other
services as the Sub-Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Agreement and
which are not otherwise furnished by the Adviser.
(c) The Sub-Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by the Sub-Adviser, which may include brokers or dealers
affiliated with the Adviser or Sub-Adviser. The Sub-Adviser shall use its
best efforts to seek to execute portfolio transactions at prices which are
advantageous to the Portfolio and at commission rates which are reasonable
in relation to the benefits received. In selecting brokers or dealers
qualified to execute a particular transaction, brokers or dealers may be
selected who also provide brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of l934) to the
Portfolio and/or the other accounts over which the Sub-Adviser, Adviser or
their affiliates exercise investment discretion. The Sub-Adviser is
authorized to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction for
the Portfolio which is in excess of the amount of commission another broker
or dealer would have charged for effecting that transaction if the
Sub-Adviser determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer. This determination may be viewed in
terms of either that particular transaction or the overall responsibilities
which the Sub-Adviser and its affiliates have with respect to accounts over
which they exercise investment discretion. The Trustees of the Fund shall
periodically review the commissions paid by the Portfolio to determine if
the commissions paid over representative periods of time were reasonable in
relation to the benefits to the Portfolio.
2. The Sub-Adviser will be compensated by the Adviser on the following
basis for the services to be furnished hereunder: the Adviser agrees to
pay the Sub-Adviser a monthly fee equal to 50% of the management fee which
the Portfolio is obligated to pay the Adviser under the Portfolio's
Management Contract with the Adviser. Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any, in
effect from time to time.
3. It is understood that Trustees, officers, and shareholders of the Fund
are or may be or become interested in the Adviser or the Sub-Adviser as
directors, officers or otherwise and that directors, officers and
stockholders of the Adviser or the Sub-Adviser are or may be or become
similarly interested in the Fund, and that the Adviser or the Sub-Adviser
may be or become interested in the Fund as a shareholder or otherwise.
4. It is understood that the Portfolio will pay all its expenses other
than those expressly stated to be payable by the Sub-Adviser hereunder or
by the Adviser under the Management Contract with the Portfolio, which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund, the Sub-Adviser or the
Adviser; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Fund and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Adviser, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Fund's Trustees and officers with respect thereto.
5. The Services of the Sub-Adviser to the Adviser are not to be deemed to
be exclusive, the Sub-Adviser being free to render services to others and
engage in other activities, provided, however, that such other services and
activities do not, during the term of this Agreement, interfere, in a
material manner, with the Sub-Adviser's ability to meet all of its
obligations with respect to rendering investment advice hereunder. The
Sub-Adviser shall for all purposes be an independent contractor and not an
agent or employee of the Adviser or the Fund. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Sub-Adviser, the
Sub-Adviser shall not be subject to liability to the Adviser, the Fund or
to any shareholder of the Portfolio for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses that
may be sustained in the purchase, holding or sale of any security.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Agreement shall continue in force until May 30, 19
and indefinitely thereafter, but only so long as the continuance after such
period shall be specifically approved at least annually by vote of the
Fund's Board of Trustees or by vote of a majority of the outstanding voting
securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Adviser, the
Sub-Adviser and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of the Agreement
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to such Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or by vote of a majority of its outstanding voting
securities. This Agreement shall terminate automatically in the event of
its assignment.
7. The Sub-Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Declaration of Trust or other
organizational document of the Fund and agrees that any obligations of the
Fund or the Portfolio arising in connection with this Agreement shall be
limited in all cases to the Portfolio and its assets, and the Sub-Adviser
shall not seek satisfaction of any such obligation from the shareholders or
any shareholder of the Portfolio. Nor shall the Sub-Adviser seek
satisfaction of any such obligation from the Trustees or any individual
Trustee.
8. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE
CHOICE OF LAWS PROVISIONS THEREOF.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the
Investment Company Act of 1940 as now in effect or as hereafter amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
[SIGNATURE LINES OMITTED]
Exhibit 5(f)
FORM OF
SUB-ADVISORY AGREEMENT
between
FMR TEXAS INC.
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this __ day of , 1997, by and between FMR Texas
Inc., a Texas corporation with principal offices at 400 East Las Colinas
Boulevard, Irving, Texas (hereinafter called the "Sub-Adviser") and
Fidelity Management & Research Company, a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the "Adviser").
WHEREAS the Adviser has entered into a Management Contract with Fidelity
Newbury Street Trust, a Delaware business trust which may issue one or more
series of shares of beneficial interest (hereinafter called the "Fund"), on
behalf of Treasury Fund (hereinafter called the "Portfolio"), pursuant to
which the Adviser is to act as investment manager and adviser to the
Portfolio, and
WHEREAS the Sub-Adviser was formed for the purpose of providing investment
management of money market mutual funds, both taxable and tax-exempt,
advising generally with respect to money market instruments, and managing
or providing advice with respect to cash management.
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:
1. (a) The Sub-Adviser shall, subject to the supervision of the Adviser,
direct the investments of the Portfolio in accordance with the investment
objective, policies and limitations as provided in the Portfolio's
Prospectus or other governing instruments, as amended from time to time,
the Investment Company Act of l940 and rules thereunder, as amended from
time to time (the "l940 Act"), and such other limitations as the Portfolio
may impose by notice in writing to the Adviser or Sub-Adviser. The
Sub-Adviser shall also furnish for the use of the Portfolio office space
and all necessary office facilities, equipment and personnel for servicing
the investments of the Portfolio; and shall pay the salaries and fees of
all personnel of the Sub-Adviser performing services for the Portfolio
relating to research, statistical and investment activities. The
Sub-Adviser is authorized, in its discretion and without prior consultation
with the Portfolio or the Adviser, to buy, sell, lend and otherwise trade
in any stocks, bonds and other securities and investment instruments on
behalf of the Portfolio. The investment policies and all other actions of
the Portfolio are and shall at all times be subject to the control and
direction of the Fund's Board of Trustees.
(b) The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's Board of
Trustees or the Adviser may request from time to time or as the Sub-Adviser
may deem to be desirable. The Sub-Adviser shall make recommendations to
the Fund's Board of Trustees with respect to Portfolio policies, and shall
carry out such policies as are adopted by the Trustees. The Sub-Adviser
shall, subject to review by the Board of Trustees, furnish such other
services as the Sub-Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Agreement and
which are not otherwise furnished by the Adviser.
(c) The Sub-Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by the Sub-Adviser, which may include brokers or dealers
affiliated with the Adviser or Sub-Adviser. The Sub-Adviser shall use its
best efforts to seek to execute portfolio transactions at prices which are
advantageous to the Portfolio and at commission rates which are reasonable
in relation to the benefits received. In selecting brokers or dealers
qualified to execute a particular transaction, brokers or dealers may be
selected who also provide brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of l934) to the
Portfolio and/or the other accounts over which the Sub-Adviser, Adviser or
their affiliates exercise investment discretion. The Sub-Adviser is
authorized to pay a broker or dealer who provides such brokerage and
research services a commission for executing a portfolio transaction for
the Portfolio which is in excess of the amount of commission another broker
or dealer would have charged for effecting that transaction if the
Sub-Adviser determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer. This determination may be viewed in
terms of either that particular transaction or the overall responsibilities
which the Sub-Adviser and its affiliates have with respect to accounts over
which they exercise investment discretion. The Trustees of the Fund shall
periodically review the commissions paid by the Portfolio to determine if
the commissions paid over representative periods of time were reasonable in
relation to the benefits to the Portfolio.
2. The Sub-Adviser will be compensated by the Adviser on the following
basis for the services to be furnished hereunder: the Adviser agrees to
pay the Sub-Adviser a monthly fee equal to 50% of the management fee which
the Portfolio is obligated to pay the Adviser under the Portfolio's
Management Contract with the Adviser. Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any, in
effect from time to time.
3. It is understood that Trustees, officers, and shareholders of the Fund
are or may be or become interested in the Adviser or the Sub-Adviser as
directors, officers or otherwise and that directors, officers and
stockholders of the Adviser or the Sub-Adviser are or may be or become
similarly interested in the Fund, and that the Adviser or the Sub-Adviser
may be or become interested in the Fund as a shareholder or otherwise.
4. It is understood that the Portfolio will pay all its expenses other
than those expressly stated to be payable by the Sub-Adviser hereunder or
by the Adviser under the Management Contract with the Portfolio, which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund, the Sub-Adviser or the
Adviser; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Fund and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefor;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Adviser, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Fund's Trustees and officers with respect thereto.
5. The Services of the Sub-Adviser to the Adviser are not to be deemed to
be exclusive, the Sub-Adviser being free to render services to others and
engage in other activities, provided, however, that such other services and
activities do not, during the term of this Agreement, interfere, in a
material manner, with the Sub-Adviser's ability to meet all of its
obligations with respect to rendering investment advice hereunder. The
Sub-Adviser shall for all purposes be an independent contractor and not an
agent or employee of the Adviser or the Fund. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Sub-Adviser, the
Sub-Adviser shall not be subject to liability to the Adviser, the Fund or
to any shareholder of the Portfolio for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses that
may be sustained in the purchase, holding or sale of any security.
6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Agreement shall continue in force until May 30, 19
and indefinitely thereafter, but only so long as the continuance after such
period shall be specifically approved at least annually by vote of the
Fund's Board of Trustees or by vote of a majority of the outstanding voting
securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Adviser, the
Sub-Adviser and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of the Agreement
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to such Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
(d) Either the Adviser, the Sub-Adviser or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or by vote of a majority of its outstanding voting
securities. This Agreement shall terminate automatically in the event of
its assignment.
7. The Sub-Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Declaration of Trust or other
organizational document of the Fund and agrees that any obligations of the
Fund or the Portfolio arising in connection with this Agreement shall be
limited in all cases to the Portfolio and its assets, and the Sub-Adviser
shall not seek satisfaction of any such obligation from the shareholders or
any shareholder of the Portfolio. Nor shall the Sub-Adviser seek
satisfaction of any such obligation from the Trustees or any individual
Trustee.
8. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE
CHOICE OF LAWS PROVISIONS THEREOF.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the
Investment Company Act of 1940 as now in effect or as hereafter amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
[SIGNATURE LINES OMITTED]
Exhibit 11(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the Prospectuses
and Statements of Additional Information constituting part of
Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A
of Fidelity Newbury Street Trust (formerly Daily Tax-Exempt Money Fund):
Treasury Fund (formerly Daily Money Fund: U.S. Treasury Portfolio) and
Prime Fund (formerly Daily Money Fund: Money Market Portfolio) of our
report dated December 2, 1996 on the financial statements and financial
highlights included in the October 31, 1996 Annual Report to Shareholders
of Daily Money Fund: U.S. Treasury Portfolio (currently known as Treasury
Fund) and Money Market Portfolio (currently known as Prime Fund).
We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectuses and "Auditors" in the Statements
of Additional Information.
/s/COOPERS & LYBRAND L.L.P
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
May 23, 1997
Exhibit 11(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the Prospectus
and Statement of Additional Information constituting part of Post-Effective
Amendment No. 29 to the Registration Statement on Form N-1A of Fidelity
Newbury Street Trust (formerly Daily Tax-Exempt Money Fund): Tax-Exempt
Fund (formerly Daily Tax-Exempt Money Fund) of our report dated December
10, 1996 on the financial statements and financial highlights included in
the October 31, 1996 Annual Report to Shareholders of Daily Tax-Exempt
Money Fund (currently known as Tax-Exempt Fund).
We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectus and "Auditors" in the Statement of
Additional Information.
/s/PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
May 23, 1997
Exhibit 15(a)
DISTRIBUTION AND SERVICE PLAN
FIDELITY NEWBURY STREET TRUST: TREASURY FUND
DAILY MONEY CLASS
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment Company
Act of 1940, as amended (the "Act") for the Daily Money Class shares (the
"Daily Money Class"), a class of shares of Treasury Fund (the "Fund"), a
series of Fidelity Newbury Street Trust (the "Trust").
2. The Trust has entered into a General Distribution Agreement on behalf
of the Fund with Fidelity Distributors Corporation (the "Distributor"),
under which the Distributor uses all reasonable efforts, consistent with
its other business, to secure purchasers of the Fund's shares of beneficial
interest (the "Shares"). Such efforts may include, but neither are required
to include nor are limited to, the following:
(1) formulation and implementation of marketing and promotional
activities, such as mail promotions and television, radio, newspaper,
magazine and other mass media advertising;
(2) preparation, printing and distribution of sales literature;
(3) preparation, printing and distribution of prospectuses of the Fund
and reports to recipients other than existing shareholders of the Fund;
(4) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Distributor may from time to
time, deem advisable;
(5) making payments to securities dealers and others engaged in the sales
of Shares or who engage in shareholder support services ("Investment
Professionals"); and
(6) providing training, marketing and support to Investment Professionals
with respect to the sale of Shares.
3. In consideration for the services provided and the expenses incurred by
the Distributor pursuant to the General Distribution Agreement and
paragraph 2 hereof, all with respect to Daily Money Class shares, Daily
Money Class of the Fund shall pay to the Distributor a fee at the annual
rate of up to 0.25% of average daily net assets of Daily Money Class
throughout the month, or such lesser amount as may be established from time
to time by the Trustees of the Trust, as specified in paragraph 6 of this
Plan; provided that, for any period during which the total of such fee and
all other expenses of the Fund (or of Daily Money Class), would exceed the
gross income of the Fund (or of Daily Money Class), such fee shall be
reduced by such excess. Such fee shall be computed and paid monthly. The
determination of daily net assets shall be made at the close of business
each day throughout the month and computed in the manner specified in the
Fund's then current Prospectus for the determination of the net asset value
of shares of Daily Money Class, but shall exclude assets attributable to
any other Class of the Fund. The Distributor may, but may not be required
to, use all or any portion of the fee received pursuant to the Plan to
compensate Investment Professionals who have engaged in the sale of Daily
Money Class Shares or in shareholder
support services with respect to Daily Money Class Shares pursuant to
agreements with the Distributor, or to pay any of the expenses associated
with other activities authorized under paragraph 2 thereof.
4. The Fund presently pays, and will continue to pay, a management fee to
Fidelity Management & Research Company (the "Adviser") pursuant to a
management agreement between the Fund and the Adviser (the "Management
Contract"). It is recognized that the Adviser may use its management fee
revenue, as well as its past profits or its resources from any other
source, to make payment to the Distributor for expenses incurred in
connection with the distribution of Daily Money Class Shares, including the
activities referred to in paragraphs 2 and 3 hereof. To the extent that the
payment of management fees by the Fund to the Adviser should be deemed to
be indirect financing of any activity primarily intended to result in the
sale of Daily Money Class Shares within the meaning of Rule 12b-1, then
such payment shall be deemed to be authorized by this Plan. In addition to
the payments made under paragraph 3, the Distributor may use all or any
portion of the payments received from the Adviser pursuant to this
paragraph to compensate Investment Professionals in connection with the
distribution of Daily Money Class Shares; such payments shall not exceed on
an annual basis the management fee set forth in the Management Contract.
5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of Daily Money
Class, this Plan having been approved by a vote of a majority of the
Trustees of the Trust, including a majority of Trustees who are not
"interested persons" of the Trust (as defined in the Act) and who have no
direct or indirect financial interest in the operation of this Plan or in
any agreement related to the Plan (the "Independent Trustees"), cast in
person at a meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain in
effect until May 31, 1998, and from year to year thereafter; provided,
however, that such continuance is subject to approval annually by a vote of
a majority of the Trustees of the Trust, including a majority of the
Independent Trustees, cast in person at a meeting called for the purpose of
voting on this Plan. This Plan may be amended at any time by the Board of
Trustees, provided that (a) any amendment to increase materially the fee
provided for in paragraph 3 hereof, or any amendment of the Management
Contract to increase the amount to be paid by the Fund thereunder, shall be
effective only upon approval by a vote of a majority of the outstanding
voting securities of Daily Money Class, in the case of the Plan, or upon
approval by a vote of a majority of the outstanding voting securities of
the Fund, in the case of the Management Contract, and (b) any material
amendment of this Plan shall be effective only upon approval in the manner
provided in the first sentence of this paragraph 6.
7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Class.
8. During the existence of this Plan, the Trust shall require the Adviser
and/or the Distributor to provide the Trust, for review by the Trustees,
and the Trustees shall review, at least quarterly, a written report of the
amounts expended in connection with financing any activity primarily
intended to result in the sale of Daily Money Class Shares (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of Daily Money Class Shares.
10. Consistent with the limitation of shareholder liability as set forth
in the Trust's Trust Instrument, any obligation assumed by Daily Money
Class pursuant to this Plan or any agreement related to this Plan shall be
limited in all cases to Daily Money Class and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any other
class of the Fund, series of the Trust or class of such series.
11. If any provision of the Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
Exhibit 15(b)
DISTRIBUTION AND SERVICE PLAN
FIDELITY NEWBURY STREET TRUST: PRIME FUND
DAILY MONEY CLASS
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment Company
Act of 1940, as amended (the "Act") for the Daily Money Class shares (the
"Daily Money Class"), a class of shares of Prime Fund (the "Fund"), a
series of Fidelity Newbury Street Trust (the "Trust").
2. The Trust has entered into a General Distribution Agreement on behalf
of the Fund with Fidelity Distributors Corporation (the "Distributor"),
under which the Distributor uses all reasonable efforts, consistent with
its other business, to secure purchasers of the Fund's shares of beneficial
interest (the "Shares"). Such efforts may include, but neither are required
to include nor are limited to, the following:
(1) formulation and implementation of marketing and promotional
activities, such as mail promotions and television, radio, newspaper,
magazine and other mass media advertising;
(2) preparation, printing and distribution of sales literature;
(3) preparation, printing and distribution of prospectuses of the Fund
and reports to recipients other than existing shareholders of the Fund;
(4) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Distributor may from time to
time, deem advisable;
(5) making payments to securities dealers and others engaged in the sales
of Shares or who engage in shareholder support services ("Investment
Professionals"); and
(6) providing training, marketing and support to Investment Professionals
with respect to the sale of Shares.
3. In consideration for the services provided and the expenses incurred by
the Distributor pursuant to the General Distribution Agreement and
paragraph 2 hereof, all with respect to Daily Money Class shares, Daily
Money Class of the Fund shall pay to the Distributor a fee at the annual
rate of up to 0.25% of average daily net assets of Daily Money Class
throughout the month, or such lesser amount as may be established from time
to time by the Trustees of the Trust, as specified in paragraph 6 of this
Plan; provided that, for any period during which the total of such fee and
all other expenses of the Fund (or of Daily Money Class), would exceed the
gross income of the Fund (or of Daily Money Class), such fee shall be
reduced by such excess. Such fee shall be computed and paid monthly. The
determination of daily net assets shall be made at the close of business
each day throughout the month and computed in the manner specified in the
Fund's then current Prospectus for the determination of the net asset value
of shares of Daily Money Class, but shall exclude assets attributable to
any other Class of the Fund. The Distributor may, but may not be required
to, use all or any portion of the fee received pursuant to the Plan to
compensate Investment Professionals who have engaged in the sale of Daily
Money Class Shares or in shareholder support services with respect to Daily
Money Class Shares pursuant to agreements with the Distributor, or to pay
any of the expenses associated with other activities authorized under
paragraph 2 thereof.
4. The Fund presently pays, and will continue to pay, a management fee to
Fidelity Management & Research Company (the "Adviser") pursuant to a
management agreement between the Fund and the Adviser (the "Management
Contract"). It is recognized that the Adviser may use its management fee
revenue, as well as its past profits or its resources from any other
source, to make payment to the Distributor for expenses incurred in
connection with the distribution of Daily Money Class Shares, including the
activities referred to in paragraphs 2 and 3 hereof. To the extent that the
payment of management fees by the Fund to the Adviser should be deemed to
be indirect financing of any activity primarily intended to result in the
sale of Daily Money Class Shares within the meaning of Rule 12b-1, then
such payment shall be deemed to be authorized by this Plan. In addition to
the payments made under paragraph 3, the Distributor may use all or any
portion of the payments received from the Adviser pursuant to this
paragraph to compensate Investment Professionals in connection with the
distribution of Daily Money Class Shares; such payments shall not exceed on
an annual basis the management fee set forth in the Management Contract.
5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of Daily Money
Class, this Plan having been approved by a vote of a majority of the
Trustees of the Trust, including a majority of Trustees who are not
"interested persons" of the Trust (as defined in the Act) and who have no
direct or indirect financial interest in the operation of this Plan or in
any agreement related to the Plan (the "Independent Trustees"), cast in
person at a meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain in
effect until May 31, 1998, and from year to year thereafter; provided,
however, that such continuance is subject to approval annually by a vote of
a majority of the Trustees of the Trust, including a majority of the
Independent Trustees, cast in person at a meeting called for the purpose of
voting on this Plan. This Plan may be amended at any time by the Board of
Trustees, provided that (a) any amendment to increase materially the fee
provided for in paragraph 3 hereof, or any amendment of the Management
Contract to increase the amount to be paid by the Fund thereunder, shall be
effective only upon approval by a vote of a majority of the outstanding
voting securities of Daily Money Class, in the case of the Plan, or upon
approval by a vote of a majority of the outstanding voting securities of
the Fund, in the case of the Management Contract, and (b) any material
amendment of this Plan shall be effective only upon approval in the manner
provided in the first sentence of this paragraph 6.
7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Class.
8. During the existence of this Plan, the Trust shall require the Adviser
and/or the Distributor to provide the Trust, for review by the Trustees,
and the Trustees shall review, at least quarterly, a written report of the
amounts expended in connection with financing any activity primarily
intended to result in the sale of Daily Money Class Shares (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of Daily Money Class Shares.
10. Consistent with the limitation of shareholder liability as set forth
in the Trust's Trust Instrument, any obligation assumed by Daily Money
Class pursuant to this Plan or any agreement related to this Plan shall be
limited in all cases to Daily Money Class and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any other
class of the Fund, series of the Trust or class of such series.
11. If any provision of the Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
Exhibit 15(c)
DISTRIBUTION AND SERVICE PLAN
FIDELITY NEWBURY STREET TRUST: TAX-EXEMPT FUND
DAILY MONEY CLASS
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment Company
Act of 1940, as amended (the "Act") for the Daily Money Class shares (the
"Daily Money Class"), a class of shares of Tax-Exempt Fund (the "Fund"), a
series of Fidelity Newbury Street Trust (the "Trust").
2. The Trust has entered into a General Distribution Agreement on behalf
of the Fund with Fidelity Distributors Corporation (the "Distributor"),
under which the Distributor uses all reasonable efforts, consistent with
its other business, to secure purchasers of the Fund's shares of beneficial
interest (the "Shares"). Such efforts may include, but neither are required
to include nor are limited to, the following:
(1) formulation and implementation of marketing and promotional
activities, such as mail promotions and television, radio, newspaper,
magazine and other mass media advertising;
(2) preparation, printing and distribution of sales literature;
(3) preparation, printing and distribution of prospectuses of the Fund
and reports to recipients other than existing shareholders of the Fund;
(4) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Distributor may from time to
time, deem advisable;
(5) making payments to securities dealers and others engaged in the sales
of Shares or who engage in shareholder support services ("Investment
Professionals"); and
(6) providing training, marketing and support to Investment Professionals
with respect to the sale of Shares.
3. In consideration for the services provided and the expenses incurred by
the Distributor pursuant to the General Distribution Agreement and
paragraph 2 hereof, all with respect to Daily Money Class shares, Daily
Money Class of the Fund shall pay to the Distributor a fee at the annual
rate of up to 0.25% of average daily net assets of Daily Money Class
throughout the month, or such lesser amount as may be established from time
to time by the Trustees of the Trust, as specified in paragraph 6 of this
Plan; provided that, for any period during which the total of such fee and
all other expenses of the Fund (or of Daily Money Class), would exceed the
gross income of the Fund (or of Daily Money Class), such fee shall be
reduced by such excess. Such fee shall be computed and paid monthly. The
determination of daily net assets shall be made at the close of business
each day throughout the month and computed in the manner specified in the
Fund's then current Prospectus for the determination of the net asset value
of shares of Daily Money Class, but shall exclude assets attributable to
any other Class of the Fund. The Distributor may, but may not be required
to, use all or any portion of the fee received pursuant to the Plan to
compensate Investment Professionals who have engaged in the sale of Daily
Money Class Shares or in shareholder support services with respect to Daily
Money Class Shares pursuant to agreements with the Distributor, or to pay
any of the expenses associated with other activities authorized under
paragraph 2 thereof.
4. The Fund presently pays, and will continue to pay, a management fee to
Fidelity Management & Research Company (the "Adviser") pursuant to a
management agreement between the Fund and the Adviser (the "Management
Contract"). It is recognized that the Adviser may use its management fee
revenue, as well as its past profits or its resources from any other
source, to make payment to the Distributor for expenses incurred in
connection with the distribution of Daily Money Class Shares, including the
activities referred to in paragraphs 2 and 3 hereof. To the extent that the
payment of management fees by the Fund to the Adviser should be deemed to
be indirect financing of any activity primarily intended to result in the
sale of Daily Money Class Shares within the meaning of Rule 12b-1, then
such payment shall be deemed to be authorized by this Plan. In addition to
the payments made under paragraph 3, the Distributor may use all or any
portion of the payments received from the Adviser pursuant to this
paragraph to compensate Investment Professionals in connection with the
distribution of Daily Money Class Shares; such payments shall not exceed on
an annual basis the management fee set forth in the Management Contract.
5. This Plan shall become effective upon the first business day of the
month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of Daily Money
Class, this Plan having been approved by a vote of a majority of the
Trustees of the Trust, including a majority of Trustees who are not
"interested persons" of the Trust (as defined in the Act) and who have no
direct or indirect financial interest in the operation of this Plan or in
any agreement related to the Plan (the "Independent Trustees"), cast in
person at a meeting called for the purpose of voting on this Plan.
6. This Plan shall, unless terminated as hereinafter provided, remain in
effect until May 31, 1998, and from year to year thereafter; provided,
however, that such continuance is subject to approval annually by a vote of
a majority of the Trustees of the Trust, including a majority of the
Independent Trustees, cast in person at a meeting called for the purpose of
voting on this Plan. This Plan may be amended at any time by the Board of
Trustees, provided that (a) any amendment to increase materially the fee
provided for in paragraph 3 hereof, or any amendment of the Management
Contract to increase the amount to be paid by the Fund thereunder, shall be
effective only upon approval by a vote of a majority of the outstanding
voting securities of Daily Money Class, in the case of the Plan, or upon
approval by a vote of a majority of the outstanding voting securities of
the Fund, in the case of the Management Contract, and (b) any material
amendment of this Plan shall be effective only upon approval in the manner
provided in the first sentence of this paragraph 6.
7. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of the Class.
8. During the existence of this Plan, the Trust shall require the Adviser
and/or the Distributor to provide the Trust, for review by the Trustees,
and the Trustees shall review, at least quarterly, a written report of the
amounts expended in connection with financing any activity primarily
intended to result in the sale of Daily Money Class Shares (making
estimates of such costs where necessary or desirable) and the purposes for
which such expenditures were made.
9. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of Daily Money Class Shares.
10. Consistent with the limitation of shareholder liability as set forth
in the Trust's Trust Instrument, any obligation assumed by Daily Money
Class pursuant to this Plan or any agreement related to this Plan shall be
limited in all cases to Daily Money Class and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any other
class of the Fund, series of the Trust or class of such series.
11. If any provision of the Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
Exhibit 15(d)
DISTRIBUTION AND SERVICE PLAN
FIDELITY NEWBURY STREET TRUST: TREASURY FUND
ADVISOR B CLASS
1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment Company
Act of 1940, as amended (the "Act") for Advisor B Class shares of Treasury
Fund ("Class B"), a class of shares of Treasury Fund (the "Fund"), a series
of Fidelity Newbury Street Trust (the "Trust").
2. The Trust has entered into a General Distribution Agreement on behalf
of the Fund with Fidelity Distributors Corporation (the "Distributor")
under which the Distributor uses all reasonable efforts, consistent with
its other business, to secure purchasers of the Fund's shares of beneficial
interest (the "shares"). Such efforts may include, but neither are required
to include nor are limited to, the following: (1) formulation and
implementation of marketing and promotional activities, such as mail
promotions and television, radio, newspaper, magazine and other mass media
advertising; (2) preparation, printing and distribution of sales
literature; (3) preparation, printing and distribution of prospectuses of
the Fund and reports to recipients other than existing shareholders of the
Fund; (4) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Distributor may, from time to
time, deem advisable; (5) making payments to securities dealers and others
engaged in the sale of shares or who engage in shareholder support services
("Investment Professionals"); and (6) providing training, marketing and
support to Investment Professionals with respect to the sale of shares.
3. In accordance with such terms as the Trustees may, from time to time
establish, and in conjunction with its services under the General
Distribution Agreement with respect to shares of Advisor B Class ("Class B
Shares"), the Distributor is hereby specifically authorized to make
payments to Investment Professionals in connection with the sale of the
Class B Shares. Such payments may be paid as a percentage of the dollar
amount of purchases of Class B Shares attributable to a particular
Investment Professional, or may take such other form as may be approved by
the Trustees.
4. In consideration for the services provided and the expenses incurred by
the Distributor pursuant to the General Distribution Agreement and to
paragraphs 2 and 3 hereof, all with respect to Class B Shares:
(a) Class B shall pay to the Distributor a monthly distribution fee at
the annual rate of 0.75% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month; provided that, for any period during which the total
of such fee and all other expenses of the fund (or of Class B), would
exceed the gross income of the Fund (or of Class B) such fee shall be
reduced by such excess. The determination of daily net assets shall be made
at the close of business each day throughout the month and computed in the
manner specified in the Fund's then current Prospectus for the
determination of the net asset value of Class B Shares, but shall exclude
assets attributable to any other class of shares of the Fund. The
Distributor may, but shall not be required to, use all or any portion of
the distribution fee received pursuant to the Plan to compensate Investment
Professionals who have engaged in the sale of Class B Shares or in
shareholder support services with respect to Class B Shares pursuant to
agreements with the Distributor, or to pay any of the expenses associated
with other activities authorized under paragraphs 2 and 3 hereof; and
(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time establish,
receive all or a portion of any sales charges, including contingent
deferred sales charges, which may be imposed upon the sale or redemption of
Class B Shares.
5. Separate from any payments made as described in paragraph 4 hereof,
Class B shall also pay to the Distributor a service fee at the annual rate
of 0.25% (or such lesser amount as the Trustees may, from time to time,
determine) of the average daily net assets of Class B throughout the month.
The determination of daily net assets shall be made at the close of
business each day throughout the month and computed in the manner specified
in the Fund's then current Prospectus for the determination of the net
asset value of Class B Shares, but shall exclude assets attributable to any
other class of shares of the Fund. In accordance with such terms as the
Trustees may from time to time establish, the Distributor may use all [or a
portion] of such service fees to compensate Investment Professionals for
personal service and/or the maintenance of shareholder accounts or for
other services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.
6. The Fund presently pays, and will continue to pay, a management fee to
Fidelity Management & Research Company (the "Adviser") pursuant to a
management agreement between the Fund and the Adviser (the "Management
Contract"). It is recognized that the Adviser may use its management fee
revenue, as well as its past profits or its resources from any other
source, to make payment to the Distributor for expenses incurred in
connection with the distribution of Class B Shares, including the
activities referred to in paragraphs 2 and 3 hereof. To the extent that the
payment of management fees by the Fund to the Adviser should be deemed to
be indirect financing of any activity primarily intended to result in the
sale of Class B Shares within the meaning of Rule 12b-1, then such payment
shall be deemed to be authorized by this Plan.
7. This Plan shall become effective upon the first business day of the
month following approval by "a vote of at least a majority of the
outstanding voting securities" (as defined in the Act) of Class B, this
Plan having been approved by a vote of a majority of the Trustees of the
Trust, including a majority of Trustees who are not "interested persons" of
the Trust (as defined in the Act) and who have no direct or indirect
financial interest in the operation of the Plan or in any agreement related
to the Plan (the "Independent Trustees"), cast in person at a meeting
called for the purpose of voting on this Plan.
8. This Plan shall, unless terminated as hereinafter provided, remain in
effect until May 31, 1998, and from year to year thereafter; provided,
however, that such continuance is subject to approval annually by a vote of
a majority of the Trustees of the Trust, including a majority of the
Independent Trustees, cast in person at a meeting
called for the purpose of voting on this Plan. This Plan may be amended at
any time by the Board of Trustees, provided that (a) any amendment to
increase materially the fee provided for in paragraphs 4 or 5 hereof or any
amendment of the Management Contract to increase the amount to be paid by
the Fund thereunder shall be effective only upon approval by a vote of a
majority of the outstanding voting securities of Class B in the case of
this Plan, or upon approval by a vote of the majority of the outstanding
voting securities of the Fund, in the case of the Management Contract, and
(b) any material amendment of this Plan shall be effective only upon
approval in the manner provided in the first sentence of this paragraph 8.
9. This Plan may be terminated at any time, without the payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of
a majority of the outstanding voting securities of Class B.
10. During the existence of this Plan, the Trust shall require the Adviser
and/or the Distributor to provide the Trust, for review by the Trustees,
and the Trustees shall review, at least quarterly, a written report of the
amounts expended in connection with financing any activity primarily
intended to result in the sale of Class B Shares (making estimates of such
costs where necessary or desirable) and the purposes for which such
expenditures were made.
11. This Plan does not require the Adviser or Distributor to perform any
specific type or level of distribution activities or to incur any specific
level of expenses for activities primarily intended to result in the sale
of Class B Shares.
12. Consistent with the limitation of shareholder liability as set forth
in the Trust's Trust Instrument, any obligation assumed by Class B pursuant
to this Plan and any agreement related to this Plan shall be limited in all
cases to Class B and its assets and shall not constitute an obligation of
any shareholder of the Trust or of any other class of the Fund, series of
the Trust or class of such series.
13. If any provision of this Plan shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of the Plan shall not
be affected thereby.
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<NAME> Daily Tax-Exempt Money Fund
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<NAME> Daily Tax-Exempt Money Fund
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<SERIES>
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<PERIOD-END> oct-31-1996
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