FIDELITY NEWBURY STREET TRUST, 485APOS, 1998-10-22

FIDELITY NEWBURY STREET TRUST
485APOS, 1998-10-22

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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. 36 [X]

and

REGISTRATION STATEMENT (No. 811-3518)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 36 [X]

Newbury Street Trust
(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

Eric D. Roiter, 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).

( ) on ( ) pursuant to paragraph (b).

( ) 60 days after filing pursuant to paragraph (a)(1).

(X) on December 30, 1998 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.

PRIME FUND - DAILY MONEY CLASS
TREASURY FUND - DAILY MONEY CLASS
TAX-EXEMPT FUND - DAILY MONEY CLASS
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
<S> <C> <C> <C>
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION

1 A 1-3........................... FRONT COVER PAGE

B 1-4........................... BACK COVER PAGE

2 A-B ................................ INVESTMENT SUMMARY; INVESTMENT
DETAILS

C 1.............................. INVESTMENT SUMMARY; INVESTMENT
DETAILS

2.............................. PERFORMANCE

3 ................................ FEE TABLE

4 A ................................ INVESTMENT DETAILS

B-C ................................ INVESTMENT SUMMARY; INVESTMENT
DETAILS

5 A-C ................................ *

6 A 1.............................. FRONT COVER PAGE; FEE TABLE; FUND
MANAGEMENT

2-3........................... *

B ................................ *

7 A 1-3........................... VALUING SHARES; BUYING AND SELLING
SHARES

B ................................ BUYING AND SELLING SHARES; ACCOUNT
FEATURES AND POLICIES

C 1-7........................... BUYING AND SELLING SHARES;
EXCHANGING SHARES; ACCOUNT FEATURES
AND POLICIES

D ................................ DIVIDENDS AND CAPITAL GAINS
DISTRIBUTIONS

E 1-2........................... INVESTMENT SUMMARY; INVESTMENT
DETAILS; TAX CONSEQUENCES

3.............................. *

F 1-4........................... *

8 A 1-2........................... *

B 1-2........................... FUND DISTRIBUTION

C 1.............................. FUND DISTRIBUTION

2-4........................... *

9 A ................................ FINANCIAL HIGHLIGHTS

B ................................ *

</TABLE>

* Not Applicable

PRIME FUND - DAILY MONEY CLASS
TREASURY FUND - DAILY MONEY CLASS
TAX-EXEMPT FUND - DAILY MONEY CLASS
CROSS REFERENCE SHEET
(CONTINUED)

<TABLE>
<CAPTION>
<S> <C> <C> <C>
FORM N-1A

ITEM NUMBER STATEMENT OF ADDITIONAL INFORMATION SECTION

10 A-B ............................... FRONT COVER PAGE

11 A-B ............................... DESCRIPTION OF THE TRUST

12 A ............................... INVESTMENT POLICIES AND LIMITATIONS;
DESCRIPTION OF THE TRUST

B-D ............................... INVESTMENT POLICIES AND LIMITATIONS

E ............................... *

13 A-D ............................... TRUSTEES AND OFFICERS

E ............................... *

14 A ............................... CONTROL OF INVESTMENT ADVISERS

B-C ............................... TRUSTEES AND OFFICERS

15 A 1............................. CONTROL OF INVESTMENT ADVISERS

2............................. TRUSTEES AND OFFICERS

3............................. MANAGEMENT CONTRACTS

B ............................... DISTRIBUTION SERVICES

C 1-2......................... MANAGEMENT CONTRACTS

D ............................... TRANSFER AND SERVICE AGENT
AGREEMENTS

E-F ............................... *

G 1-6......................... DISTRIBUTION SERVICES

H 1............................ *

2............................ TRANSFER AND SERVICE AGENT
AGREEMENTS

3............................ DESCRIPTION OF THE TRUST

4............................ TRANSFER AND SERVICE AGENT
AGREEMENTS

16 A-E .............................. PORTFOLIO TRANSACTIONS

17 A 1-2......................... DESCRIPTION OF THE TRUST

B .............................. *

18 A .............................. ADDITIONAL PURCHASE, EXCHANGE AND
REDEMPTION INFORMATION

B .............................. *

C .............................. VALUATION

D .............................. *

19 A-B .............................. DISTRIBUTIONS AND TAXES

20 A-C .............................. DISTRIBUTION SERVICES

21 A 1-5......................... PERFORMANCE

B 1-5......................... *

22 A-C ............................... FINANCIAL STATEMENTS

</TABLE>

* Not Applicable

LIKE SECURITIES OF ALL MUTUAL
FUNDS, THESE SECURITIES HAVE
NOT BEEN APPROVED OR
DISAPPROVED BY THE
SECURITIES AND EXCHANGE
COMMISSION, AND THE
SECURITIES AND EXCHANGE
COMMISSION HAS NOT
DETERMINED IF THIS
PROSPECTUS IS ACCURATE OR
COMPLETE. ANY
REPRESENTATION TO THE
CONTRARY IS A CRIMINAL
OFFENSE.

FIDELITY
CASH MANAGEMENT
FUNDS

PRIME FUND - DAILY MONEY CLASS
(fund number 083)

TREASURY FUND - DAILY MONEY CLASS
(fund number 058)

TAX-EXEMPT FUND - DAILY MONEY CLASS
(fund number 084)

PROSPECTUS
DECEMBER 30, 1998
(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 4 INVESTMENT SUMMARY

5 PERFORMANCE

6 FEE TABLE

FUND BASICS 8 INVESTMENT DETAILS

9 VALUING SHARES

SHAREHOLDER INFORMATION 9 BUYING AND SELLING SHARES

8 EXCHANGING SHARES

14 ACCOUNT FEATURES AND POLICIES

15 DIVIDENDS AND CAPITAL GAINS
DISTRIBUTIONS

16 TAX CONSEQUENCES

FUND SERVICES 16 FUND MANAGEMENT

16 FUND DISTRIBUTION

APPENDIX 17 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

PRIME FUND
INVESTMENT OBJECTIVE. Prime Fund seeks to obtain as high a level of
current income as is consistent with the preservation of capital and
liquidity.
PRINCIPAL INVESTMENT STRATEGIES. Fidelity Management and Research
Company (FMR)'s principal investment strategies include:
(small solid bullet) Investing in U.S. dollar-denominated money market
securities rated in the highest category by at least two nationally
recognized rating services, U.S. Government securities and repurchase
agreements and entering into reverse repurchase agreements.
(small solid bullet) Investing more than 25% of total assets in the
financial services industry.
(small solid bullet) Normally maintaining a dollar-weighted average
maturity of 60 days or less.
(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.
PRINCIPAL INVESTMENT RISKS. The fund is subject to the following
principal investment risks:
(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.
(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.
(small solid bullet) FINANCIAL SERVICES EXPOSURE. Changes in
government regulation or economic downturns can have a significant
negative affect on issuers in the financial services sector.
(small solid bullet) ISSUER-SPECIFIC CHANGES. A decline in the credit
quality of an issuer or the provider of credit support or a
maturity-shortening structure for a security can cause the price of a
money market security to decrease.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency. Although the fund seeks to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.

TREASURY FUND
INVESTMENT OBJECTIVE. Treasury Fund seeks to obtain as high a level of
current income as is consistent with the preservation of capital and
liquidity.
PRINCIPAL INVESTMENT STRATEGIES. FMR's principal investment strategies
include:
(small solid bullet) Investing in U.S. Treasury securities and
repurchase agreements for those securities.
(small solid bullet) Normally maintaining a dollar-weighted average
maturity of 60 days or less.
(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.
PRINCIPAL INVESTMENT RISKS. The fund is subject to the following
principal investment risks:
(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.
(small solid bullet) ISSUER-SPECIFIC CHANGES. A decline in the credit
quality of an issuer or the provider of credit support or a
maturity-shortening structure for a security can cause the price of a
money market security to decrease.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency. Although the fund seeks to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.

TAX-EXEMPT FUND
INVESTMENT OBJECTIVE. Tax-Exempt Fund seeks to provide as high a
level of current income, exempt from federal income taxes, as is
consistent with liquidity and stability of principal.
PRINCIPAL INVESTMENT STRATEGIES. FMR's principal investment strategies
include:
(small solid bullet) Investing in municipal money market securities so
that at least 80% of the fund's income distributions is exempt from
federal income tax.
(small solid bullet) Normally not investing in municipal securities
whose interest is subject to federal income tax or in municipal
securities whose interest is subject to the federal alternative
minimum tax.
(small solid bullet) Potentially investing more than 25% of total
assets in securities that finance similar projects.
(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.
PRINCIPAL INVESTMENT RISKS. The fund is subject to the following
principal investment risks:
(small solid bullet) MUNICIPAL MARKET VOLATILITY. The municipal market
is volatile and can be significantly affected by adverse tax,
legislative or political changes and the financial condition of the
issuers of municipal securities.
(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.
(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.
(small solid bullet) ISSUER-SPECIFIC CHANGES. A decline in the credit
quality of an issuer or the provider of credit support or a
maturity-shortening structure for a security can cause the price of a
money market security to decrease.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency. Although the fund seeks to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.

PERFORMANCE
The following information illustrates the changes in the funds'
performance from year to year. Returns are based on past results and
are not an indication of future performance.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PRIME FUND - DAILY MONEY CLASS

CALENDAR YEARS 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997

% % % % % % % % % %

</TABLE>

(QUARTER ENDING ______ 19__), AND THE LOWEST RETURN FOR A QUARTER WAS
__% (QUARTER ENDING ______ 19__).
THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1998 FOR DAILY MONEY CLASS
OF PRIME FUND WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TREASURY FUND - DAILY MONEY CLASS

CALENDAR YEARS 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997

% % % % % % % % % %

</TABLE>

PERCENTAGE (%)
ROW: 1, COL: 1, VALUE: NIL
ROW: 2, COL: 1, VALUE: NIL
ROW: 3, COL: 1, VALUE: NIL
ROW: 4, COL: 1, VALUE: NIL
ROW: 5, COL: 1, VALUE: NIL
ROW: 6, COL: 1, VALUE: NIL
ROW: 7, COL: 1, VALUE: NIL
ROW: 8, COL: 1, VALUE: NIL
ROW: 9, COL: 1, VALUE: NIL
ROW: 10, COL: 1, VALUE: NIL
DURING THE PERIODS SHOWN IN THE CHART FOR DAILY MONEY CLASS OF
TREASURY FUND , THE HIGHEST RETURN FOR A QUARTER WAS __%
(QUARTER ENDING ______ 19__), AND THE LOWEST RETURN FOR A QUARTER WAS
__% (QUARTER ENDING ______ 19__).
THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1998 FOR DAILY MONEY CLASS
OF TREASURY FUND WAS __%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
TAX-EXEMPT FUND - DAILY MONEY CLASS

CALENDAR YEARS 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997

% % % % % % % % % %

</TABLE>

PERCENTAGE (%)
ROW: 1, COL: 1, VALUE: NIL
ROW: 2, COL: 1, VALUE: NIL
ROW: 3, COL: 1, VALUE: NIL
ROW: 4, COL: 1, VALUE: NIL
ROW: 5, COL: 1, VALUE: NIL
ROW: 6, COL: 1, VALUE: NIL
ROW: 7, COL: 1, VALUE: NIL
ROW: 8, COL: 1, VALUE: NIL
ROW: 9, COL: 1, VALUE: NIL
ROW: 10, COL: 1, VALUE: NIL
DURING THE PERIODS SHOWN IN THE CHART FOR DAILY MONEY CLASS OF
TAX-EXEMPT FUND, THE HIGHEST RETURN FOR A QUARTER WAS __%
(QUARTER ENDING ______ 19__), AND THE LOWEST RETURN FOR A QUARTER WAS
__% (QUARTER ENDING ______ 19__).
THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1998 FOR DAILY MONEY
CLASS OF TAX-EXEMPT FUND WAS __%.

AVERAGE ANNUAL RETURNS
FOR THE PERIODS ENDED PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS
DECEMBER 31, 1997

PRIME FUND- DAILY % % %
MONEY CLASS

TREASURY FUND- % % %
DAILY MONEY CLASS

TAX-EXEMPT FUND- % % %
DAILY MONEY CLASS

If FMR had not reimbursed certain class expenses during these periods,
Daily Money Class's total returns would have been lower.

FEE TABLE
The following table describes the fees and expenses that are incurred
when you buy, hold or sell Daily Money Class shares of a fund. The
annual class operating expenses provided below are higher than the
expenses actually paid by Daily Money Class as the result of expense
reimbursements [and the payment or reduction of certain expenses]
during the period.

SHAREHOLDER FEES (PAID BY THE INVESTOR)
SALES CHARGE (LOAD) NONE
ON PURCHASES AND
REINVESTED
DISTRIBUTIONS

DEFERRED SALES NONE
CHARGE (LOAD) ON
REDEMPTIONS

CLASS OPERATING EXPENSES (PAID BY THE CLASS)
PRIME MANAGEMENT 0.25%
FUND FEE

DISTRIBUTION AND 0.25%
SERVICE (12B-1)
FEE

OTHER EXPENSES %

TOTAL ANNUAL %
CLASS OPERATING
EXPENSESB

TREASURY MANAGEMENT 0.25%
FUND FEE

DISTRIBUTION AND 0.25%
SERVICE (12B-1)
FEE

OTHER EXPENSES %

TOTAL ANNUAL %
CLASS OPERATING
EXPENSESB

TAX-EXEM MANAGEMENT 0.25%
PT FUND FEE

DISTRIBUTION AND 0.25%
SERVICE (12B-1)
FEE

OTHER EXPENSES %

TOTAL ANNUAL %
CLASS OPERATING
EXPENSESB

B FMR HAS VOLUNTARILY AGREED TO REIMBURSE DAILY MONEY CLASS OF EACH
FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES (WITH THE EXCEPTIONS
NOTED BELOW), AS A PERCENTAGE OF THEIR RESPECTIVE AVERAGE NET ASSETS,
EXCEED 0.65%. EXPENSES ELIGIBLE FOR REIMBURSEMENT DO NOT INCLUDE
INTEREST, TAXES, BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES.
THESE ARRANGEMENTS CAN BE TERMINATED BY FMR AT ANY TIME.

A portion of the brokerage commissions that a fund pays is used to
reduce that fund's expenses. In addition, each fund has entered into
arrangements with its custodian and transfer agent whereby credits
realized as a result of uninvested cash balances are used to reduce
custodian and transfer agent expenses. Including these reductions, the
total Daily Money Class operating expenses, after reimbursement, would
have been __% for Prime Fund, __% for Treasury Fund, and __% for
Tax-Exempt.
This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.
Let's say, hypothetically, that Daily Money Class's annual return is
5% and that your shareholder fees and Daily Money Class's annual
operating expenses are exactly as described in the fee table. This
example illustrates the effect of fees and expenses, but is not meant
to suggest actual or expected fees and expenses or returns, all of
which may vary. For every $10,000 you invested, here's how much you
would pay in total expenses if you close your account after the number
of years indicated:

PRIME 1 YEAR $
FUND

3 YEARS $

5 YEARS $

10 YEARS $

TREASURY 1 YEAR $
FUND

3 YEARS $

5 YEARS $

10 YEARS $

TAX-EXEM 1 YEAR $
PT FUND

3 YEARS $

5 YEARS $

10 YEARS $

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE:
PRIME FUND seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.
PRINCIPAL INVESTMENT STRATEGIES:
FMR normally invests the fund's assets in U.S. dollar-denominated
money market securities of domestic and foreign issuers rated in the
highest category by at least two nationally recognized rating
services, U.S. Government securities and repurchase agreements. FMR
also may enter into reverse repurchase agreements for the fund.
FMR will invest more than 25% of the fund's total assets in the
financial services industry.
The fund currently intends to maintain a dollar-weighted average
maturity of 60 days or less.
In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of the fund's investments. FMR
stresses maintaining a stable $1.00 share price, liquidity and income.

INVESTMENT OBJECTIVE:
TREASURY FUND seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.
PRINCIPAL INVESTMENT STRATEGIES:
FMR normally invests the fund's assets in U.S. Treasury securities and
repurchase agreements for those securities. FMR does not enter into
reverse repurchase agreements for the fund.
The fund currently intends to maintain a dollar-weighted average
maturity of 60 days or less.
In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of the fund's investments. FMR
stresses maintaining a stable $1.00 share price, liquidity and income.

INVESTMENT OBJECTIVE:
TAX-EXEMPT FUND seeks to provide as high a level of current income,
exempt from federal income taxes, as is consistent with liquidity and
stability of principal.

PRINCIPAL INVESTMENT STRATEGIES:
FMR normally invests the fund's assets in municipal money market
securities so that at least 80% of the fund's income distributions is
exempt from federal income tax. FMR does not currently intend to
invest the fund's assets in municipal securities whose interest is
subject to federal income tax or in municipal securities whose
interest is subject to the federal alternative minimum tax.
FMR may invest more than 25% of the fund's total assets in securities
that finance similar projects, such as those relating to education,
health care, transportation and utilities.
In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of the fund's investments. FMR
stresses maintaining a stable $1.00 share price, liquidity and income.

DESCRIPTION OF PRINCIPAL SECURITY TYPES:
MONEY MARKET SECURITIES are high quality, short-term debt securities
that pay a fixed, variable or floating interest rate. Securities are
often specifically structured so that they are eligible investments
for a money market fund. For example, in order to satisfy the
maturity restrictions for a money market fund, some money market
securities have demand or put features which have the effect of
shortening the security's maturity. Taxable money market securities
include bank certificates of deposit, acceptances and time deposits,
notes, commercial paper and U.S. Government securities. Municipal
money market securities include variable rate demand notes, commercial
paper and municipal notes.
U.S. GOVERNMENT SECURITIES are high quality securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of
the U.S. Government. U.S. Government securities may be backed by the
full faith and credit of the U.S. Treasury, the right to borrow money
from the U.S. Treasury, or the agency or instrumentality issuing or
guaranteeing the security.
MUNICIPAL SECURITIES are issued to raise money for a variety of public
and private purposes, including general financing for state and local
governments, or financing for a specific project or public facility.
Municipal securities may be fully or partially backed by the local
government, by the credit of a private issuer, by the current or
anticipated revenues from a specific project or specific assets, or by
domestic or foreign entities providing credit support such as letters
of credit, guarantees or insurance.
REPURCHASE AGREEMENTS are agreements to buy a security at one price
and simultaneous agreements to sell it back at a higher price.

PRINCIPAL INVESTMENT RISKS:
Many factors affect each fund's performance. A fund's yield will
change daily based on changes in interest rates and other market
conditions. Although each fund is managed to maintain a stable $1.00
share price, there is no guarantee that the fund will be able to do
so. For example, a major increase in interest rates or a decrease in
the credit quality of the issuer of one of a fund's investments could
cause the fund's share price to decrease. It is important to note that
neither the funds nor their yields are guaranteed by the U.S.
Government.
The following factors may significantly affect a fund's performance:
MUNICIPAL MARKET VOLATILITY. Municipal securities can be
significantly affected by political changes as well as uncertainties
in the municipal market related to taxation, legislative changes, or
the rights of municipal security holders. Because many municipal
securities are issued to finance similar types of projects, especially
those relating to education, health care, transportation and
utilities, conditions in those sectors can affect the overall
municipal market. In addition, changes in the financial condition of
an individual municipal insurer can affect the overall municipal
market.
INTEREST RATE CHANGES. Money market securities have varying levels of
sensitivity to changes in interest rates. In general, the price of a
money market security can fall when interest rates rise and can rise
when interest rates fall. Securities with longer maturities and the
securities of issuers in the financial services industry can be more
sensitive to interest rate changes. Short-term securities tend to
react to changes in short-term interest rates.
FOREIGN EXPOSURE. Issuers located in foreign countries and entities
located in foreign countries that provide credit support or a
maturity-shortening structure can involve increased risks. Extensive
public information about the issuer or provider may not be available
and unfavorable political, economic or governmental developments could
affect the value of the security.
FINANCIAL SERVICES EXPOSURE. Financial services companies are subject
to extensive government regulation which could limit the services they
provide and the fees they may charge for those services. The value of
securities of issuers in the financial services sector can be
sensitive to changes in government regulation and interest rates and
to economic downturns in the United States and abroad.
ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of issuer, and changes in general economic or
political conditions can adversely affect the credit quality or value
of an issuer's securities. Entities providing credit support or a
maturity-shortening structure also can be affected by these types of
changes. Municipal securities backed by current or anticipated
revenues from a specific project or specific assets can be negatively
affected by the discontinuance of the taxation supporting the project
or assets or the inability to collect revenues for the project or from
the assets. If a security's structure fails to function as intended,
the security could become taxable or decline in value.
In response to market, economic, political or other conditions, FMR
may temporarily use a different investment strategy for defensive
purposes. If FMR does so, different factors could affect a fund's
performance, and Tax-Exempt Fund may distribute income subject to
federal income tax.

FUNDAMENTAL INVESTMENT POLICIES
The policies below are fundamental, that is, subject to change only by
shareholder approval.
PRIME FUND seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.
TREASURY FUND seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.
TAX-EXEMPT FUND seeks to provide individual and institutional
investors with as high a level of current income, exempt from federal
income taxes, as is consistent with a portfolio of high quality,
short-term municipal obligations selected on the basis of liquidity
and stability of principal. The fund normally invests so that at
least 80% of its income distributions is free from federal income tax.

VALUING SHARES
The funds are OPEN FOR BUSINESS each day the New York Stock Exchange
(NYSE) is open. A class's net asset value per share (NAV) is the value
of a single share. Fidelity normally calculates Daily Money Class's
NAV as of the close of business of the NYSE, normally 4:00 p.m.
Eastern time. However, NAV may be calculated earlier if trading on the
NYSE is restricted or as permitted by the SEC. Each fund's assets are
valued as of this time for the purpose of computing Daily Money
Class's NAV.
To the extent that each fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of a fund's assets may not occur on days when the fund
is open for business.
Each fund's ASSETS ARE VALUED on the basis of amortized cost.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION
For account, product and service information, please call
1-800-843-3001 (8:30 a.m. - 7:00 p.m. Eastern time, Monday through
Friday).

Please use the following ADDRESSES:

BUYING OR SELLING SHARES
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081

OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048

You may buy or sell Daily Money Class shares of the funds through a
retirement account or an investment professional. When you invest
through a retirement account or an investment professional, the
procedures for buying, selling and exchanging Daily Money Class shares
of a fund and the account features and policies may differ. Additional
fees may also apply to your investment in Daily Money Class shares of
a fund, including a transaction fee if you buy or sell Daily Money
Class shares of a fund through a broker or other investment
professional.
Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).
The different ways to set up (register) your account with Fidelity are
listed in the following table.

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS

RETIREMENT
FOR TAX-ADVANTAGED RETIREMENT SAVINGS
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
(solid bullet) ROTH IRAS
(solid bullet) ROTH CONVERSION IRAS
(solid bullet) ROLLOVER IRAS
(solid bullet) 401(K) PLANS, and certain other 401(A)-QUALIFIED PLANS
(solid bullet) SIMPLE IRAS
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS)
(solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS)

GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

TRUST
FOR MONEY BEING INVESTED BY A TRUST

BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS

BUYING SHARES
The PRICE TO BUY one share of Daily Money Class is the class's NAV.
Your shares will be bought at the next NAV calculated after your order
is received in proper form.
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.
Short-term or excessive trading into and out of a fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, a fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
that fund. For these purposes, FMR may consider an investor's trading
history in that fund or other Fidelity Funds, and accounts under
common ownership or control.
Each fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.
When you place an order to buy shares, note the following:
(small solid bullet) You are advised to place your trades as early in
the day as possible and to provide Fidelity with advance notice of
large purchases.
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.
(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees a fund or
Fidelity has incurred.
(small solid bullet) If when you place your wire purchase order you
indicate that Fidelity will receive your wire that day, your wire must
be received in proper form by Fidelity at the applicable fund's
designated wire bank before the close of the Federal Reserve Wire
System on the day of purchase.

AUTOMATED PURCHASE ORDERS. Daily Money Class shares can be purchased
or sold through investment professionals using an automated order
placement and settlement system that guarantees payment for orders on
a specified date.

MINIMUMS
TO OPEN AN ACCOUNT $1,000
For certain Fidelity retirement accounts(double dagger) $500
TO ADD TO AN ACCOUNT $250
For certain Fidelity retirement accounts(double dagger) $100
Through regular investment plans $100
MINIMUM BALANCE $500
(double dagger)FIDELITY TRADITIONAL IRA, ROTH IRA, ROTH CONVERSION
IRA, ROLLOVER IRA, SEP-IRA, AND KEOGH ACCOUNTS.

KEY INFORMATION

PHONE TO OPEN AN ACCOUNT
1-800-843-3001 (bullet) Exchange
from Daily Money Class of another
fund offered through this prospectus,
from Class A or Class T of a Fidelity
Advisor fund, or from another Fidelity
fund. Call your investment professional
or, if you trade directly through
Fidelity, call 1-800-843-3001.
TO ADD TO AN ACCOUNT
(bullet) Exchange
from Daily Money Class of another
fund offered through this prospectus,
from Class A or Class T of a Fidelity
Advisor fund, or from another Fidelity
fund. Call your investment professional
or, if you trade directly through
Fidelity, call 1-800-843-3001.

MAIL TO OPEN AN ACCOUNT
FIDELITY INVESTMENTS (bullet) Complete
P.O. BOX 770002 and sign the application. Make your
CINCINNATI, OH check payable to the complete name
45277-0081 of the fund and note the applicable
class. Mail to your investment
professional or, if you trade directly
through Fidelity, to the address at left.
TO ADD TO AN ACCOUNT
(bullet) Make your
check payable to the complete name
of the fund and note the applicable
class. Include your fund account
number on your check and mail to
your investment professional or, if you
trade directly through Fidelity, to the
address at left.
(bullet) Exchange
from Daily Money Class of another fund
offered through this prospectus, from
Class A or Class T of a Fidelity Advisor
fund, or from another Fidelity fund. Send
a letter of instruction to your investment
professional or, if you trade directly
through Fidelity, to the address at left,
including your name, the funds' names,
the applicable class names, the fund
account numbers, and the dollar amount
or number of shares to be exchanged.

IN PERSON TO OPEN AN ACCOUNT
(bullet) Bring your
application and check to your
investment professional.
TO ADD TO AN ACCOUNT
(bullet) Bring your
check to your investment professional.

WIRE TO OPEN AN ACCOUNT
(bullet) Call your
investment professional or, if you
trade directly through Fidelity, call
1-800-843-3001 to set up your
account and to arrange a wire
transaction.
(bullet) Wire to:
The Bank of New York, Bank Routing
# 021000018, Account #
8900118245.
(bullet) Specify
the complete name of the fund, note
the applicable class, and include your
new fund account number and your
name.
TO ADD TO AN ACCOUNT
(bullet) Call your
investment professional or, if you
trade directly through Fidelity, call
1-800-843-3001 to arrange a wire
transaction.
(bullet) Wire to:
The Bank of New York, Bank Routing
# 021000018, Account #
8900118245.
(bullet) Specify
the complete name of the fund, note
the applicable class, and include your
fund account number and your name.

AUTOMATICALLY TO OPEN AN ACCOUNT
(bullet) Not
available.
TO ADD TO AN ACCOUNT
(bullet) Use
Fidelity Advisor Systematic Exchange
Program to exchange from Daily
Money Class of another fund offered
through this prospectus or Class A or
Class T of a Fidelity Advisor fund.

SELLING SHARES
The PRICE TO SELL one share of Daily Money Class is the class's NAV.
Your shares will be sold at the next NAV calculated after your order
is received in proper form.
It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.
Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:
(small solid bullet) You wish to sell more than $100,000 worth of
shares,
(small solid bullet) Your account registration has changed within the
last 30 days,
(small solid bullet) The check is being mailed to a different address
than the one on your account (record address),
(small solid bullet) The check is being made payable to someone other
than the account owner, or
(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.
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.
When you place an order to sell shares, note the following:
(small solid bullet) If you are selling some but not all of your
shares, leave at least $500 worth of shares in the account to keep it
open, except accounts not subject to account minimums.
(small solid bullet) You are advised to place your trades as early in
the day as possible and to provide Fidelity with advance notice of
large redemptions.
(small solid bullet) Normally, Fidelity will process wire redemptions
on the same business day, provided your redemption wire request is
received in proper form by Fidelity before the NAV is calculated that
day. All other redemptions will normally be processed by the next
business day. However, Fidelity may take up to seven days to process
redemptions if making immediate payment would adversely affect a fund.
(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until investments credited to your account have been received
and collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of a fund.
(small solid bullet) If you sell shares of Prime Fund, Treasury Fund
or Tax-Exempt Fund by writing a check and the amount of the check is
greater than the value of your account, your check will be returned to
you and you may be subject to additional charges.
(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.
(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

KEY INFORMATION

PHONE (bullet) Call your
1-800-843-3001 investment professional or, if you trade
directly through Fidelity, call
1-800-843-3001 to initiate a wire
transaction or to request a check for
your redemption.
(bullet) Exchange
to Daily Money Class of another fund
offered through this prospectus, to Class
A or Class T of a Fidelity Advisor fund,
or to other Fidelity funds. Call your
investment professional or, if you trade
directly through Fidelity, call
1-800-843-3001.

MAIL INDIVIDUAL, JOINT TENANTS,
FIDELITY INVESTMENTS SOLE PROPRIETORSHIP,
P.O. BOX 770002 UGMA/UTMA
CINCINNATI, OH (bullet) Send a
45277-0081 letter of instruction to your investment
professional or, if you trade directly
through Fidelity, to the address at left,
including your name, the fund's name,
the class name, your fund account
number, and the dollar amount or
number of shares sold. The letter of
instruction must be signed by all
persons required to sign for
transactions, exactly as their names
appear on the account.
RETIREMENT ACCOUNT
(bullet) The
account owner should complete a
retirement distribution form. Call your
investment professional or, if you
trade directly through Fidelity, call
1-800-843-3001 to request one.
TRUSTS
(bullet) Send a
letter of instruction to your investment
professional or, if you trade directly
through Fidelity, to the address at left,
including the trust's name, the fund's
name, the class name, the trust's fund
account number, and the dollar
amount or number of shares sold. The
trustee must sign the letter of instruction
indicating capacity as trustee. If the
trustee's name is not in the account
registration, provide a copy of the trust
document certified within the last 60
days.
BUSINESS OR ORGANIZATION
(bullet) Send a
letter of instruction to your investment
professional or, if you trade directly
through Fidelity, to the address at left,
including the firm's name, the fund's
name, the class name, the firm's fund
account number, and the dollar
amount or number of shares sold. At
least one person authorized by
corporate resolution to act on the
account must sign the letter of
instruction.
(bullet) Include a
corporate resolution with corporate
seal or a signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(bullet) Call your
investment professional or, if you
trade directly through Fidelity, call
1-800-843-3001 for instructions.

IN PERSON INDIVIDUAL, JOINT TENANTS,
SOLE PROPRIETORSHIP,
UGMA/UTMA
(bullet) Bring a
letter of instruction to your investment
professional. The letter of instruction
must be signed by all persons required
to sign for transactions, exactly as their
names appear on the account.
RETIREMENT ACCOUNT
(bullet) The
account owner should complete a
retirement distribution form. Visit your
investment professional to request
one.
TRUSTS
(bullet) Bring a
letter of instruction to your investment
professional. The trustee must sign the
letter of instruction indicating capacity as
trustee. If the trustee's name is not in
the account registration, provide a copy
of the trust document certified within the
last 60 days.
BUSINESS OR ORGANIZATION
(bullet) Bring a
letter of instruction to your investment
professional. At least one person
authorized by corporate resolution to
act on the account must sign the letter
of instruction.
(bullet) Include a
corporate resolution with corporate
seal or a signature guarantee.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(bullet) Visit your
investment professional for
instructions.

AUTOMATICALLY (bullet) Use
Fidelity Advisor Systematic Exchange
Program to exchange to Class A or
Class T of a Fidelity Advisor fund.

CHECK (bullet) Write a
check to redeem shares from your
account.

EXCHANGING SHARES
An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.
As a Daily Money Class shareholder you have the PRIVILEGE of
exchanging Daily Money Class shares of a fund.
If you have purchased Daily Money Class shares of a fund in connection
with the Fidelity Advisor funds program, your Daily Money Class shares
may be exchanged only for Class A or Class T shares, as applicable, of
Fidelity Advisor funds, or Daily Money Class shares of another fund
offered through this prospectus. Other shareholders may not exchange
Daily Money Class shares of a fund for Class A or Class T shares of
Fidelity Advisor funds but may exchange Daily Money Class shares of a
fund for Daily Money Class shares of another fund offered through this
prospectus and for shares of other Fidelity funds.
However, you should note the following POLICIES AND RESTRICTIONS
governing exchanges:
(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.
(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund or class, read its
prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Currently, there is no limit on the number of
exchanges out of a fund.
(small solid bullet) Each fund may 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.
The funds may terminate or modify the exchange privileges in the
future.
Other funds may have different exchange restrictions, and may impose
administrative fees of up to 1.00% and trading fees of up to 3.00% of
the amount exchanged. Check each fund's prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES
The following features are available to buy and sell shares of the
funds.

AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS

FIDELITY ADVISOR SYSTEMATIC EXCHANGE PROGRAM
TO MOVE MONEY FROM DAILY MONEY CLASS TO CLASS A OR CLASS T OF A FIDELITY
ADVISOR FUND

MINIMUM FREQUENCY PROCEDURES
$100 Monthly, (bullet) To set up,
quarterly, call your investment
semi-annually, or professional or, if you
annually trade directly through
Fidelity, call
1-800-843-3001
after both accounts
are opened.
(bullet) To make
changes, call your
investment
professional directly
or, if you trade
directly through
Fidelity, call
1-800-843-3001.
Call at least 2
business days prior to
your next scheduled
exchange date.
(bullet) The
account from which
the exchanges are to
be processed must
have a minimum
balance of $10,000.
The account into
which the exchange is
being processed must
have a minimum
balance of $1,000.

The following other features are also available to buy and sell shares
of the funds.

OTHER FEATURES

WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.
(bullet) You must sign up for the Wire feature before using it.
Complete the appropriate section on the application when opening your
account.
(bullet) Call your investment professional or, if you trade directly
through Fidelity, call 1-800-843-3001 before your first use to verify
that this feature is set up on your account.
(bullet) To sell shares by wire, you must designate the U.S.
commercial bank account(s) into which you wish the redemption proceeds
deposited.
(bullet) To add the wire feature or change the bank account designated
to receive redemption proceeds, you should send a letter of
instruction, including a signature guarantee, to your investment
professional or, if you trade directly through Fidelity, to the
address found in "General Information."

CHECKWRITING
TO REDEEM SHARES FROM YOUR ACCOUNT.
(bullet) To set up, complete the appropriate section on the
application.
(bullet) All account owners must sign a signature card to receive a
checkbook.
(bullet) You may write an unlimited number of checks.
(bullet) Minimum check amount: $500.
(bullet) Do not try to close out your account by check.
(bullet) To obtain more checks, call your investment professional or,
if you trade directly through Fidelity, call 1-800-843-3001.

POLICIES
The following policies apply to you as a shareholder.
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund and certain transactions through automatic investment or
withdrawal programs).
(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).
(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 your investment professional if you need additional
copies of financial reports, prospectuses or historical account
information.
You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions. Additional
documentation may be required from corporations, associations, and
certain fiduciaries.
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.
If your ACCOUNT BALANCE falls below $500 (except accounts not subject
to account minimums), you will be given 30 days' notice to reestablish
the minimum balance. If you do not increase your balance, Fidelity may
close your account and send the proceeds to you. Your shares will be
sold at the NAV on the day your account is closed.
Fidelity may charge a FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Each fund earns interest, dividends and other income from its
investments, and distributes this income (less expenses) to
shareholders as DIVIDENDS. Each fund may also realize capital gains
from its investments, and distributes these gains (less losses), if
any, to shareholders as CAPITAL GAINS DISTRIBUTIONS.
Distributions you receive from each fund consist primarily of
dividends. Each fund normally declares dividends daily and pays them
monthly.
You may request to have dividends relating to Daily Money Class shares
redeemed from an account closed during the month paid when the account
is closed. Each fund reserves the right to limit this service.

EARNING DIVIDENDS
Daily Money Class shares purchased by a wire order prior to 4:00 p.m.
Eastern time for Prime Fund and Treasury Fund or prior to 12:00 noon
Eastern time for Tax-Exempt Fund, with receipt of the wire in proper
form before the close of the Federal Reserve Wire System on that day,
generally begin to earn dividends on the day of purchase.
Daily Money Class shares purchased by all other orders begin to earn
dividends on the first business day following the day of purchase.
However, on any day that the principal bond markets close early (as
recommended by the Bond Market Association) or the Kansas City Fed
(for Tax-Exempt Fund) or the New York Fed (for Prime Fund and Treasury
Fund) closes early, a class may advance the time on that day by which
wire purchase orders must be placed so that shares earn dividends on
the day of purchase.
In addition, on any day that the principal bond markets do not open
(as recommended by the Bond Market Association) or the Kansas City Fed
(for Tax-Exempt Fund) or the New York Fed (for Prime Fund and Treasury
Fund) does not open, shares begin to earn dividends on the first
business day following the day of purchase.
Daily Money Class shares redeemed by a wire order prior to 4:00 p.m.
Eastern time for Prime Fund and Treasury Fund or prior to 12:00 noon
Eastern time for Tax-Exempt Fund, generally earn dividends through the
day prior to the day of redemption.
Daily Money Class shares redeemed by all other orders earn dividends
until, but not including, the next business day following the day of
redemption.
However, on any day that the principal bond markets close early (as
recommended by the Bond Market Association) or the Kansas City Fed
(for Tax-Exempt Fund) or the New York Fed (for Prime Fund and Treasury
Fund) closes early, a class may set a time after which shares redeemed
by wire order earn dividends until, but not including, the next
business day following the day of redemption.
On any day that the principal bond markets do not open (as recommended
by the Bond Market Association) or the Kansas City Fed for Tax-Exempt
Fund or the New York Fed for Prime Fund and Treasury Fund does not
open, shares earn dividends until, but not including, the next
business day following the day of redemption.

DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
Daily Money Class's distributions:
1. REINVESTMENT OPTION. Your dividends and capital gains
distributions, if any, will be automatically reinvested in additional
Daily Money Class shares of the fund. If you do not indicate a choice
on your application, you will be assigned this option.
2. CASH OPTION. Your dividends and capital gains distributions, if
any, will be paid in cash.
Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, contact your investment
professional directly or call Fidelity.
If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.

TAX CONSEQUENCES
As with any investment, your investment in a fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.
Distributions you receive from Prime Fund and Treasury Fund are
subject to federal income tax, and may also be subject to state or
local taxes.
Tax-Exempt Fund seeks to earn income and pay dividends EXEMPT from
federal income tax. Income exempt from federal income tax may be
subject to state or local taxes. A portion of Tax-Exempt Fund's
income, and the dividends you receive, may be subject to federal and
state income taxes. Tax-Exempt Fund may also realize taxable income or
gains on the sale of municipal bonds and may make taxable
distributions.
For federal tax purposes, Prime Fund's and Treasury Fund's dividends,
Tax-Exempt Fund's distributions of gains on bonds characterized as
market discount, and each fund's distributions of short-term capital
gains are taxable to you as ORDINARY INCOME. Each fund's distributions
of long-term capital gains, if any, are taxable to you generally as
CAPITAL GAINS at a rate based on how long the securities were held.
Any taxable distributions you receive from a fund will normally be
taxable to you when you receive them, regardless of your distribution
option. If you elect to receive distributions in cash, you will
receive certain December distributions in January, but those
distributions will be taxable as if you received them on December 31.

FUND SERVICES

FUND MANAGEMENT
Each fund is a MUTUAL FUND, an investment that pools shareholders'
money and invests it toward a specified goal.
Fidelity Management & Research Company (FMR) is each fund's MANAGER.
As of ______ __, 1998, FMR had $___ billion in discretionary assets
under management.
As the manager, FMR is responsible for choosing the funds' investments
and handling their business affairs.
Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, is an affiliate of FMR and serves as sub-adviser for each
fund. As of ______ __, 1998, FIMM had $____ in discretionary assets
under management. FIMM is primarily responsible for choosing
investments for each fund.
A fund could be adversely affected if the computer systems used by FMR
and other service providers do not properly process and calculate
date-related information from and after January 1, 2000. FMR has
advised each fund that it is actively working on necessary changes to
its computer systems and expects that its systems, and those of other
major service providers, will be modified prior to January 1, 2000.
However, there can be no assurance that there will be no adverse
impact on a fund.
Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.
Each fund pays a MANAGEMENT FEE to FMR.
The management fee is calculated and paid to FMR every month.
Each fund's annual management fee rate is 0.25% of its average net
assets.
FMR pays FIMM for providing assistance with investment advisory
services.
As of November 30, 1998, approximately __% and __% of Prime Fund's
total outstanding shares, respectively, were held by FMR [and an FMR
affiliate].
As of November 30, 1998, approximately __% and __% of Treasury Fund's
total outstanding shares, respectively, were held by FMR [and an FMR
affiliate].
As of November 30, 1998, approximately __% and __% of Tax-Exempt
Fund's total outstanding shares, respectively, were held by FMR [and
an FMR affiliate].

FUND DISTRIBUTION
Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.
Fidelity Distributors Corporation, Inc. (FDC) distributes Daily Money
Class's shares.
Daily Money Class of each fund has adopted a DISTRIBUTION AND SERVICE
PLAN pursuant to Rule 12b-1 under the Investment Company Act of 1940.
Under the plan, Daily Money Class of each fund is authorized to pay
FDC a monthly 12B-1 FEE as compensation for providing services
intended to result in the sale of Daily Money Class shares and/or
shareholder support services. Daily Money Class of each fund currently
pays FDC a monthly 12b-1 fee at an annual rate of 0.25% of its average
net assets throughout the month.
FDC may reallow to intermediaries, such as banks, broker-dealers and
other service-providers, up to an annual rate of 0.25% of average net
assets they maintain, for providing services intended to result in the
sale of Daily Money Class shares and/or shareholder support services.
Intermediaries that maintain an aggregate balance of at least $50,000
in Daily Money Class shares are eligible for compensation.
Because 12b-1 fees are paid out of Daily Money Class's assets on an
ongoing basis, they will increase the cost of your investment and may
cost you more than paying other types of sales charges.
In addition, the Daily Money Class 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
providing services intended to result in the sale of Daily Money Class
shares and/or shareholder support services, including payments made to
intermediaries that provide those services. Currently, the Board of
Trustees of each fund has authorized such payments to intermediaries
at an annual rate of up to 0.10% of the average net assets they
maintain.
Independent of the Daily Money Class plans, intermediaries that
maintain an average balance of $10 million or more in a single omnibus
account may receive an additional recordkeeping fee of up to 0.15% of
the average net assets they maintain. The recordkeeping fee will be
paid by FMR or its affiliates, not by the funds, and will not be paid
for distribution services.
To receive payments made pursuant to a Distribution and Service Plan
or recordkeeping fees, intermediaries must sign the appropriate
agreement with FDC in advance.
FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of a fund, provided that the fund receives
brokerage services and commission rates comparable to those of other
broker-dealers.
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
Statement of Additional Information (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.

APPENDIX

FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand
Daily Money Class's financial history for the past 5 years. Certain
information reflects financial results for a single class share. Total
returns for each period include the reinvestment of all dividends and
distributions. This information has been audited by ____________,
independent accountants, whose report, along with each fund's
financial highlights and financial statements, are included in the
funds' Annual Report. A free copy of the Annual Report is available
upon request.

[Financial Highlights to be filed by subsequent amendment.]

You can obtain additional information about the funds. The funds'
Statement of Additional Information (SAI) includes more detailed
information about each fund and its investments. The SAI is
incorporated herein by reference (legally forms a part of the
prospectus). Each fund's annual and semi-annual reports include a
discussion of the fund's performance and holdings.

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-800-843-3001.

The SAI, the funds' annual and semi-annual reports and other related
materials are available on the SEC's Internet Web site
(http://www.sec.gov). You can obtain copies of this information upon
paying a duplicating fee, by writing the Public Reference Section of
the SEC, Washington, D.C. 20549-6009. You can also review and copy
information about the funds, including the funds' SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for
information on the operation of the SEC's Public Reference Room.
INVESTMENT COMPANY ACT OF 1940, FILE NUMBER 2-78458

Fidelity, Fidelity Investments, Fidelity Investments & (Pyramid)
Design, and the Pyramid Design are registered trademarks of FMR Corp.

DMFI-pro-1298

Insert item code number.

PRIME FUND - CAPITAL RESERVES CLASS
TREASURY FUND - CAPITAL RESERVES CLASS
TAX-EXEMPT FUND - CAPITAL RESERVES CLASS
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
<S> <C> <C> <C>
FORM N-1A

ITEM NUMBER PROSPECTUS SECTION

1 A 1-3........................... FRONT COVER PAGE

B 1-4........................... BACK COVER PAGE

2 A-B ................................ INVESTMENT SUMMARY; INVESTMENT
DETAILS

C 1.............................. INVESTMENT SUMMARY; INVESTMENT
DETAILS

2.............................. PERFORMANCE

3 ................................ FEE TABLE

4 A ................................ INVESTMENT DETAILS

B-C ................................ INVESTMENT SUMMARY; INVESTMENT
DETAILS

5 A-C ................................ *

6 A 1.............................. FRONT COVER PAGE; FEE TABLE; FUND
MANAGEMENT

2-3........................... *

B ................................ *

7 A 1-3........................... VALUING SHARES; BUYING AND SELLING
SHARES

B ................................ BUYING AND SELLING SHARES; ACCOUNT
FEATURES AND POLICIES

C 1-7........................... BUYING AND SELLING SHARES;
EXCHANGING SHARES; ACCOUNT FEATURES
AND POLICIES

D ................................ DIVIDENDS AND CAPITAL GAINS
DISTRIBUTIONS

E 1-2........................... INVESTMENT SUMMARY; INVESTMENT
DETAILS; TAX CONSEQUENCES

3.............................. *

F 1-4........................... *

8 A 1-2........................... *

B 1-2........................... FUND DISTRIBUTION

C 1.............................. FUND DISTRIBUTION

2-4........................... *

9 A ................................ FINANCIAL HIGHLIGHTS

B ................................ *

</TABLE>

* Not Applicable

PRIME FUND - CAPITAL RESERVES CLASS
TREASURY FUND - CAPITAL RESERVES CLASS
TAX-EXEMPT FUND - CAPITAL RESERVES CLASS
CROSS REFERENCE SHEET
(CONTINUED)

<TABLE>
<CAPTION>
<S> <C> <C> <C>
FORM N-1A

ITEM NUMBER STATEMENT OF ADDITIONAL INFORMATION SECTION

10 A-B ............................... FRONT COVER PAGE

11 A-B ............................... DESCRIPTION OF THE TRUST

12 A ............................... INVESTMENT POLICIES AND LIMITATIONS;
DESCRIPTION OF THE TRUST

B-D ............................... INVESTMENT POLICIES AND LIMITATIONS

E ............................... *

13 A-D ............................... TRUSTEES AND OFFICERS

E ............................... *

14 A ............................... CONTROL OF INVESTMENT ADVISERS

B-C ............................... TRUSTEES AND OFFICERS

15 A 1............................. CONTROL OF INVESTMENT ADVISERS

2............................. TRUSTEES AND OFFICERS

3............................. MANAGEMENT CONTRACTS

B ............................... DISTRIBUTION SERVICES

C 1-2......................... MANAGEMENT CONTRACTS

D ............................... TRANSFER AND SERVICE AGENT
AGREEMENTS

E-F ............................... *

G 1-6......................... DISTRIBUTION SERVICES

H 1............................ *

2............................ TRANSFER AND SERVICE AGENT
AGREEMENTS

3............................ DESCRIPTION OF THE TRUST

4............................ TRANSFER AND SERVICE AGENT
AGREEMENTS

16 A-E .............................. PORTFOLIO TRANSACTIONS

17 A 1-2......................... DESCRIPTION OF THE TRUST

B .............................. *

18 A .............................. ADDITIONAL PURCHASE, EXCHANGE AND
REDEMPTION INFORMATION

B .............................. *

C .............................. VALUATION

D .............................. *

19 A-B .............................. DISTRIBUTIONS AND TAXES

20 A-C .............................. DISTRIBUTION SERVICES

21 A 1-5......................... PERFORMANCE

B 1-5......................... *

22 A-C ............................... FINANCIAL STATEMENTS

</TABLE>

* Not Applicable

FIDELITY
CASH MANAGEMENT
FUNDS

PRIME FUND - CAPITAL RESERVES CLASS
(fund number 076)

TREASURY FUND - CAPITAL RESERVES CLASS
(fund number 077)

TAX-EXEMPT FUND - CAPITAL RESERVES CLASS
(fund number 079)

PROSPECTUS
DECEMBER 30, 1998

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 3 INVESTMENT SUMMARY

4 PERFORMANCE

4 FEE TABLE

FUND BASICS 5 INVESTMENT DETAILS

6 VALUING SHARES

SHAREHOLDER INFORMATION 6 BUYING AND SELLING SHARES

11 EXCHANGING SHARES

11 ACCOUNT FEATURES AND POLICIES

12 DIVIDENDS AND CAPITAL GAINS
DISTRIBUTIONS

13 TAX CONSEQUENCES

FUND SERVICES 13 FUND MANAGEMENT

13 FUND DISTRIBUTION

APPENDIX 14 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

TREASURY FUND
INVESTMENT OBJECTIVE. Treasury Fund seeks to obtain as high a level of
current income as is consistent with the preservation of capital and
liquidity.
PRINCIPAL INVESTMENT STRATEGIES. FMR's principal investment
strategies include:
(small solid bullet) Investing in U.S. Treasury securities and
repurchase agreements for those securities.
(small solid bullet) Normally maintaining a dollar-weighted average
maturity of 60 days or less.
(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.
PRINCIPAL INVESTMENT RISKS. The fund is subject to the following
principal investment risks:
(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.
(small solid bullet) ISSUER-SPECIFIC CHANGES. A decline in the credit
quality of an issuer or the provider of credit support or a
maturity-shortening structure for a security can cause the price of a
money market security to decrease.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency. Although the fund seeks to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.

TAX-EXEMPT FUND
INVESTMENT OBJECTIVE. Tax-Exempt Fund seeks to provide as high a
level of current income, exempt from federal income taxes, as is
consistent with liquidity and stability of principal.
PRINCIPAL INVESTMENT STRATEGIES. FMR's principal investment
strategies include:
(small solid bullet) Investing in municipal money market securities so
that at least 80% of the fund's income distributions is exempt from
federal income tax.
(small solid bullet) Normally not investing in municipal securities
whose interest is subject to federal income tax or in municipal
securities whose interest is subject to the federal alternative
minimum tax.
(small solid bullet) Potentially investing more than 25% of total
assets in securities that finance similar projects.
(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.
PRINCIPAL INVESTMENT RISKS. The fund is subject to the following
principal investment risks:
(small solid bullet) MUNICIPAL MARKET VOLATILITY. The municipal market
is volatile and can be significantly affected by adverse tax,
legislative or political changes and the financial condition of the
issuers of municipal securities.
(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.
(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.
(small solid bullet) ISSUER-SPECIFIC CHANGES. A decline in the credit
quality of an issuer or the provider of credit support or a
maturity-shortening structure for a security can cause the price of a
money market security to decrease.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency. Although the fund seeks to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.

PERFORMANCE
Because Capital Reserves Class of Prime Fund, Treasury Fund, and
Tax-Exempt Fund was new when this prospectus was printed, its
performance history is not included. Performance history will be
available for Capital Reserves Class of Prime Fund, Treasury Fund, and
Tax-Exempt Fund after Capital Reserves Class of each fund has been in
operation for one calender year.

FEE TABLE
The following table describes the fees and expenses that are incurred
when you buy, hold or sell Capital Reserves Class shares of a fund.
The annual class operating expenses provided below are higher than the
expenses actually paid by Capital Reserves Class as the result of
expense reimbursements [and the payment or reduction of certain
expenses] during the period.

SHAREHOLDER FEES (PAID BY THE INVESTOR)
SALES CHARGE (LOAD) ON PURCHASES AND NONE
REINVESTED DISTRIBUTIONS

DEFERRED SALES CHARGE (LOAD) ON NONE
REDEMPTIONS

CLASS OPERATING EXPENSES (PAID BY THE CLASS)
PRIME FUND MANAGEMENT FEE 0.25%

DISTRIBUTION AND SERVICE (12B-1) FEE 0.50%

OTHER EXPENSES %

TOTAL ANNUAL CLASS OPERATING %
EXPENSESB

TREASURY FUND MANAGEMENT FEE 0.25%

DISTRIBUTION AND SERVICE (12B-1) FEE 0.50%

OTHER EXPENSES %

TOTAL ANNUAL CLASS OPERATING %
EXPENSESB

TAX-EXEMPT MANAGEMENT FEE 0.25%
FUND

DISTRIBUTION AND SERVICE (12B-1) FEE 0.50%

OTHER EXPENSES %

TOTAL ANNUAL CLASS OPERATING %
EXPENSESB

B FMR HAS VOLUNTARILY AGREED TO REIMBURSE CAPITAL RESERVES CLASS OF
EACH FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES (WITH THE
EXCEPTIONS NOTED BELOW), AS A PERCENTAGE OF THEIR RESPECTIVE AVERAGE
NET ASSETS, EXCEED 0.90%. EXPENSES ELIGIBLE FOR REIMBURSEMENT DO NOT
INCLUDE INTEREST, TAXES, BROKERAGE COMMISSIONS AND EXTRAORDINARY
EXPENSES. THESE ARRANGEMENTS CAN BE TERMINATED BY FMR AT ANY TIME.

Long-term shareholders may pay more than the economic equivalent of
the maximum sales charges permitted by the National Association of
Securities Dealers, Inc., due to 12b-1 fees.
A portion of the brokerage commissions that a fund pays is used to
reduce that fund's expenses. In addition, each fund has entered into
arrangements with its custodian and transfer agent whereby credits
realized as a result of uninvested cash balances are used to reduce
custodian and transfer agent expenses. Including these reductions, the
total Capital Reserves Class operating expenses, after reimbursement,
would have been __% for Prime Fund, __% for Treasury Fund, and __% for
Tax-Exempt.
This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.
Let's say, hypothetically, that Capital Reserves Class's annual return
is 5% and that your shareholder fees and Capital Reserves Class's
annual operating expenses are exactly as described in the fee table.
This example illustrates the effect of fees and expenses, but is not
meant to suggest actual or expected fees and expenses or returns, all
of which may vary. For every $10,000 you invested, here's how much you
would pay in total expenses if you close your account after the number
of years indicated:

PRIME FUND 1 YEAR $

3 YEARS $

5 YEARS $

10 YEARS $

TREASURY FUND 1 YEAR $

3 YEARS $

5 YEARS $

10 YEARS $

TAX-EXEMPT FUND 1 YEAR $

3 YEARS $

5 YEARS $

10 YEARS $

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE:
PRIME FUND seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES:
FMR normally invests the fund's assets in U.S. dollar-denominated
money market securities of domestic and foreign issuers rated in the
highest category by at least two nationally recognized rating
services, U.S. Government securities and repurchase agreements. FMR
also may enter into reverse repurchase agreements for the fund.
FMR will invest more than 25% of the fund's total assets in the
financial services industry.
The fund currently intends to maintain a dollar-weighted average
maturity of 60 days or less.
In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of the fund's investments. FMR
stresses maintaining a stable $1.00 share price, liquidity and income.

INVESTMENT OBJECTIVE:
TREASURY FUND seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES:
FMR normally invests the fund's assets in U.S. Treasury securities and
repurchase agreements for those securities. FMR does not enter into
reverse repurchase agreements for the fund.
The fund currently intends to maintain a dollar-weighted average
maturity of 60 days or less.
In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of the fund's investments. FMR
stresses maintaining a stable $1.00 share price, liquidity and income.

INVESTMENT OBJECTIVE:
TAX-EXEMPT FUND seeks to provide as high a level of current income,
exempt from federal income taxes, as is consistent with liquidity and
stability of principal.

VALUING SHARES
The funds are OPEN FOR BUSINESS each day the New York Stock Exchange
(NYSE) is open. A class's net asset value per share (NAV) is the value
of a single share. Fidelity normally calculates Capital Reserves
Class's NAV as of the close of business of the NYSE, normally 4:00
p.m. Eastern time. However, NAV may be calculated earlier if trading
on the NYSE is restricted or as permitted by the SEC. Each fund's
assets are valued as of this time for the purpose of computing Capital
Reserves Class's NAV.
To the extent that each fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of a fund's assets may not occur on days when the fund
is open for business.
Each fund's ASSETS ARE VALUED on the basis of amortized cost.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES
GENERAL INFORMATION
For account, product and service information, please call
1-800-843-3001 (8:30 a.m. - 7:00 p.m. Eastern time, Monday through
Friday).

Please use the following ADDRESSES:

BUYING OR SELLING SHARES
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081

OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048

You may buy or sell Capital Reserves Class shares of the funds through
a retirement account or an investment professional. When you invest
through a retirement account or an investment professional, the
procedures for buying, selling and exchanging Capital Reserves Class
shares of a fund and the account features and policies may differ.
Additional fees may also apply to your investment in Capital Reserves
Class shares of a fund, including a transaction fee if you buy or sell
Capital Reserves Class shares of a fund through a broker or other
investment professional.
Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).
The different ways to set up (register) your account with Fidelity are
listed in the following table.

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS

GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

TRUST
FOR MONEY BEING INVESTED BY A TRUST

BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS

BUYING SHARES
The PRICE TO BUY one share of Capital Reserves Class is the class's
NAV.
Your shares will be bought at the next NAV calculated after your order
is received in proper form.
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.
Short-term or excessive trading into and out of a fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, a fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
that fund. For these purposes, FMR may consider an investor's trading
history in that fund or other Fidelity Funds, and accounts under
common ownership or control.
Each fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.
When you place an order to buy shares, note the following:
(small solid bullet) You are advised to place your trades as early in
the day as possible and to provide Fidelity with advance notice of
large purchases.
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.
(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees a fund or
Fidelity has incurred.
(small solid bullet) If when you place your wire purchase order you
indicate that Fidelity will receive your wire that day, your wire must
be received in proper form by Fidelity at the applicable fund's
designated wire bank before the close of the Federal Reserve Wire
System on the day of purchase.

AUTOMATED PURCHASE ORDERS. Capital Reserves Class shares can be
purchased or sold through investment professionals using an automated
order placement and settlement system that guarantees payment for
orders on a specified date.

(double dagger)FIDELITY TRADITIONAL IRA, ROTH IRA, ROTH CONVERSION
IRA, ROLLOVER IRA, SEP-IRA, AND KEOGH ACCOUNTS.

KEY INFORMATION

PHONE TO OPEN AN ACCOUNT
1-800-843-3001 (bullet) Exchange
from Capital Reserves Class of another
fund offered through this prospectus or
from another Fidelity fund. Call your
investment professional or, if you trade
directly through Fidelity, call
1-800-843-3001.
TO ADD TO AN ACCOUNT
(bullet) Exchange
from Capital Reserves Class of another
fund offered through this prospectus or
from another Fidelity fund. Call your
investment professional or, if you trade
directly through Fidelity, call
1-800-843-3001.

MAIL TO OPEN AN ACCOUNT
FIDELITY INVESTMENTS (bullet) Complete
P.O. BOX 770002 and sign the application. Make your
CINCINNATI, OH check payable to the complete name
45277-0081 of the fund and note the applicable
class. Mail to your investment
professional or, if you trade directly
through Fidelity, to the address at left.
TO ADD TO AN ACCOUNT
(bullet) Make your
check payable to the complete name
of the fund and note the applicable
class. Include your fund account
number on your check and mail to
your investment professional or, if you
trade directly through Fidelity, to the
address at left.
(bullet) Exchange
from Capital Reserves Class of another
fund offered through this prospectus or
from another Fidelity fund. Send a letter
of instruction to your investment
professional or, if you trade directly
through Fidelity, to the address at left,
including your name, the funds' names,
the applicable class names, the fund
account numbers, and the dollar amount
or number of shares to be exchanged.

IN PERSON TO OPEN AN ACCOUNT
(bullet) Bring your
application and check to your
investment professional.
TO ADD TO AN ACCOUNT
(bullet) Bring your
check to your investment professional.

SELLING SHARES
The PRICE TO SELL one share of Capital Reserves Class is the class's
NAV.
Your shares will be sold at the next NAV calculated after your order
is received in proper form.
It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.
Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:
(small solid bullet) You wish to sell more than $100,000 worth of
shares,
(small solid bullet) Your account registration has changed within the
last 30 days,
(small solid bullet) The check is being mailed to a different address
than the one on your account (record address),
(small solid bullet) The check is being made payable to someone other
than the account owner, or
(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.
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.
When you place an order to sell shares, note the following:
(small solid bullet) If you are selling some but not all of your
shares, leave at least $500 worth of shares in the account to keep it
open, except accounts not subject to account minimums.
(small solid bullet) You are advised to place your trades as early in
the day as possible and to provide Fidelity with advance notice of
large redemptions.
(small solid bullet) Normally, Fidelity will process wire redemptions
on the same business day, provided your redemption wire request is
received in proper form by Fidelity before the NAV is calculated on
that day. All other redemptions will normally be processed by the next
business day. However, Fidelity may take up to seven days to process
redemptions if making immediate payment would adversely affect a fund.
(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until investments credited to your account have been received
and collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of a fund.
(small solid bullet) If you sell shares of Prime Fund, Treasury Fund
or Tax-Exempt Fund by writing a check and the amount of the check is
greater than the value of your account, your check will be returned to
you and you may be subject to additional charges.
(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.
(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

KEY INFORMATION

PHONE (bullet) Call your
1-800-843-3001 investment professional or, if you trade
directly through Fidelity, call
1-800-843-3001 to initiate a wire
transaction or to request a check for
your redemption.
(bullet) Exchange
to Capital Reserves Class of another
fund offered through this prospectus or
to other Fidelity funds. Call your
investment professional or, if you trade
directly through Fidelity, call
1-800-843-3001.

CHECK (bullet) Write a
check to redeem shares from your
account.

EXCHANGING SHARES
An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.
As a Capital Reserves Class shareholder you have the PRIVILEGE of
exchanging Capital Reserves Class shares of a fund for Capital
Reserves Class shares of another fund offered through this prospectus
and for shares of other Fidelity funds.
However, you should note the following POLICIES AND RESTRICTIONS
governing exchanges:
(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.
(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund or class, read its
prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Currently, there is no limit on the number of
exchanges out of a fund.
(small solid bullet) Each fund may 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.
The funds may terminate or modify the exchange privileges in the
future.
Other funds may have different exchange restrictions, and may impose
administrative fees of up to 1.00% and trading fees of up to 3.00% of
the amount exchanged. Check each fund's prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES
The following features are available to buy and sell shares of the
funds.

OTHER FEATURES

POLICIES
The following policies apply to you as a shareholder.
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund).
(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).
(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 your investment professional if you need additional
copies of financial reports, prospectuses or historical account
information.
You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions. Additional
documentation may be required from corporations, associations, and
certain fiduciaries.
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.
If your ACCOUNT BALANCE falls below $500 (except accounts not subject
to account minimums), you will be given 30 days' notice to reestablish
the minimum balance. If you do not increase your balance, Fidelity may
close your account and send the proceeds to you. Your shares will be
sold at the NAV on the day your account is closed.
Fidelity may charge a FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Each fund earns interest, dividends and other income from its
investments, and distributes this income (less expenses) to
shareholders as DIVIDENDS. Each fund may also realize capital gains
from its investments, and distributes these gains (less losses), if
any, to shareholders as CAPITAL GAINS DISTRIBUTIONS.
Distributions you receive from each fund consist primarily of
dividends. Each fund normally declares dividends daily and pays them
monthly.
You may request to have dividends relating to Capital Reserves Class
shares redeemed from an account closed during the month paid when the
account is closed. Each fund reserves the right to limit this service.

EARNING DIVIDENDS
Capital Reserves Class shares purchased by a wire order prior to 4:00
p.m. Eastern time for Prime Fund and Treasury Fund or prior to 12:00
noon Eastern time for Tax-Exempt Fund, with receipt of the wire in
proper form before the close of the Federal Reserve Wire System on
that day, generally begin to earn dividends on the day of purchase.
Capital Reserves Class shares purchased by all other orders begin to
earn dividends on the first business day following the day of
purchase.
However, on any day that the principal bond markets close early (as
recommended by the Bond Market Association) or the Kansas City Fed
(for Tax-Exempt Fund) or the New York Fed (for Prime Fund and Treasury
Fund) closes early, a class may advance the time on that day by which
wire purchase orders must be placed so that shares earn dividends on
the day of purchase.
In addition, on any day that the principal bond markets do not open
(as recommended by the Bond Market Association) or the Kansas City Fed
(for Tax-Exempt Fund) or the New York Fed (for Prime Fund and Treasury
Fund) does not open, shares begin to earn dividends on the first
business day following the day of purchase.
Capital Reserves Class shares redeemed by a wire order prior to 4:00
p.m. Eastern time for Prime Fund and Treasury Fund or prior to 12:00
noon Eastern time for Tax-Exempt Fund, generally earn dividends
through the day prior to the day of redemption.
Capital Reserves Class shares redeemed by all other orders earn
dividends until, but not including, the next business day following
the day of redemption.
However, on any day that the principal bond markets close early (as
recommended by the Bond Market Association) or the Kansas City Fed
(for Tax-Exempt Fund) or the New York Fed (for Prime Fund and Treasury
Fund) closes early, a class may set a time after which shares redeemed
by wire order earn dividends until, but not including, the next
business day following the day of redemption.
On any day that the principal bond markets do not open (as recommended
by the Bond Market Association) or the Kansas City Fed for Tax-Exempt
Fund or the New York Fed for Prime Fund and Treasury Fund does not
open, shares earn dividends until, but not including, the next
business day following the day of redemption.

DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
Capital Reserves Class's distributions:
1. REINVESTMENT OPTION. Your dividends and capital gains
distributions, if any, will be automatically reinvested in additional
Capital Reserves Class shares of the fund. If you do not indicate a
choice on your application, you will be assigned this option.
2. CASH OPTION. Your dividends and capital gains distributions, if
any, will be paid in cash.
Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, contact your investment
professional directly or call Fidelity.
If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.

TAX CONSEQUENCES
As with any investment, your investment in a fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.
Distributions you receive from Prime Fund and Treasury Fund are
subject to federal income tax, and may also be subject to state or
local taxes.
Tax-Exempt Fund seeks to earn income and pay dividends EXEMPT from
federal income tax. Income exempt from federal income tax may be
subject to state or local taxes. A portion of Tax-Exempt Fund's
income, and the dividends you receive, may be subject to federal and
state income taxes. Tax-Exempt Fund may also realize taxable income or
gains on the sale of municipal bonds and may make taxable
distributions.
For federal tax purposes, Prime Fund's and Treaury Fund's dividends,
Tax-Exempt Fund's distributions of gains on bonds characterized as
market discount, and each fund's distributions of short-term capital
gains are taxable to you as ORDINARY INCOME. Each fund's distributions
of long-term capital gains, if any, are taxable to you generally as
CAPITAL GAINS at a rate based on how long the securities were held.
Any taxable distributions you receive from a fund will normally be
taxable to you when you receive them, regardless of your distribution
option. If you elect to receive distributions in cash, you will
receive certain December distributions in January, but those
distributions will be taxable as if you received them on December 31.

FUND SERVICES

FUND DISTRIBUTION
Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.
Fidelity Distributors Corporation, Inc. (FDC) distributes Capital
Reserves Class's shares.
Capital Reserves Class of each fund has adopted a DISTRIBUTION AND
SERVICE PLAN pursuant to Rule 12b-1 under the Investment Company Act
of 1940. Under the plan, Capital Reserves Class of each fund is
authorized to pay FDC a monthly 12B-1 FEE as compensation for
providing services intended to result in the sale of Capital Reserves
Class shares and/or shareholder support services. Capital Reserves
Class of each Fund currently pays FDC a monthly 12b-1 fee at an annual
rate of 0.50% of its average net assets throughout the month.
FDC may reallow to intermediaries, such as banks, broker-dealers and
other service-providers, up to an annual rate of 0.50% of average net
assets they maintain, for providing services intended to result in the
sale of Capital Reserves Class shares and/or shareholder support
services.
Because 12b-1 fees are paid out of Capital Reserves Class's assets on
an ongoing basis, they will increase the cost of your investment and
may cost you more than paying other types of sales charges.
In addition, the Capital Reserves Class 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 providing services intended to result in the sale of Capital
Reserves Class shares and/or shareholder support services, including
payments made to intermediaries that provide those services.
Currently, the Board of Trustees of each fund has authorized such
payments to intermediaries at an annual rate of up to 0.10% of the
average net assets they maintain.
Independent of the Capital Reserves Class plans, intermediaries that
maintain an average balance of $10 million or more in a single omnibus
account may receive an additional recordkeeping fee of up to 0.15% of
the average net assets they maintain. The recordkeeping fee will be
paid by FMR or its affiliates, not by the funds, and will not be paid
for distribution services.
To receive payments made pursuant to a Distribution and Service Plan
or recordkeeping fees, intermediaries must sign the appropriate
agreement with FDC in advance.
FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of a fund, provided that the fund receives
brokerage services and commission rates comparable to those of other
broker-dealers.
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
Statement of Additional Information (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.

APPENDIX

FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand
Capital Reserve Class's financial history for the past year. Certain
information reflects financial results for a single class share. Total
returns for each period include the reinvestment of all dividends and
distributions. This information has been audited by ____________,
independent accountants, whose report, along with each fund's
financial highlights and financial statements, are included in the
funds' Annual Report. A free copy of the Annual Report is available
upon request.

[Financial Highlights to be filed by subsequent amendment.]

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-800-843-3001.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER 2-78458

Fidelity, Fidelity Investments, Fidelity Investments & (Pyramid)
Design, and the Pyramid Design are registered trademarks of FMR Corp.

DMFR-pro-1298

Insert item code number

TREASURY FUND - ADVISOR B CLASS & ADVISOR C CLASS
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
<S> <C> <C> <C>
FORM N-1A

ITEM NUMBER PROSPECTUS SECTION

1 A 1-3........................... FRONT COVER PAGE

B 1-4........................... BACK COVER PAGE

2 A-B ................................ INVESTMENT SUMMARY; INVESTMENT
DETAILS

C 1.............................. INVESTMENT SUMMARY; INVESTMENT
DETAILS

2.............................. PERFORMANCE

3 ................................ FEE TABLE

4 A ................................ INVESTMENT DETAILS

B-C ................................ INVESTMENT SUMMARY; INVESTMENT
DETAILS

5 A-C ................................ *

6 A 1.............................. FRONT COVER PAGE; FEE TABLE; FUND
MANAGEMENT

2-3........................... *

B ................................ *

7 A 1-3........................... VALUING SHARES; BUYING AND SELLING
SHARES

B ................................ BUYING AND SELLING SHARES; ACCOUNT
FEATURES AND POLICIES

C 1-7........................... BUYING AND SELLING SHARES;
EXCHANGING SHARES; ACCOUNT FEATURES
AND POLICIES

D ................................ DIVIDENDS AND CAPITAL GAINS
DISTRIBUTIONS

E 1.............................. INVESTMENT SUMMARY; INVESTMENT
DETAILS; TAX CONSEQUENCES

2-3........................... *

F 1-4........................... *

8 A 1-2........................... FEE TABLE; BUYING AND SELLING SHARES

B 1-2........................... FUND DISTRIBUTION

C 1.............................. FUND DISTRIBUTION

2.............................. FEE TABLE; BUYING AND SELLING SHARES;
FUND DISTRIBUTION

3.............................. FUND DISTRIBUTION

4.............................. *

9 A ................................ FINANCIAL HIGHLIGHTS

B ................................ *

</TABLE>

* Not Applicable

TREASURY FUND - ADVISOR B CLASS & ADVISOR C CLASS
CROSS REFERENCE SHEET
(CONTINUED)

<TABLE>
<CAPTION>
<S> <C> <C> <C>
FORM N-1A

ITEM NUMBER STATEMENT OF ADDITIONAL INFORMATION SECTION

10 A-B ............................... FRONT COVER PAGE

11 A-B ............................... DESCRIPTION OF THE TRUST

12 A ............................... INVESTMENT POLICIES AND LIMITATIONS;
DESCRIPTION OF THE TRUST

B-D ............................... INVESTMENT POLICIES AND LIMITATIONS

E ............................... *

13 A-D ............................... TRUSTEES AND OFFICERS

E ............................... *

14 A ............................... CONTROL OF INVESTMENT ADVISERS

B-C ............................... TRUSTEES AND OFFICERS

15 A 1............................. CONTROL OF INVESTMENT ADVISERS

2............................. TRUSTEES AND OFFICERS

3............................. MANAGEMENT CONTRACTS

B ............................... DISTRIBUTION SERVICES

C 1-2......................... MANAGEMENT CONTRACTS

D ............................... TRANSFER AND SERVICE AGENT
AGREEMENTS

E-F ............................... *

G 1-6......................... DISTRIBUTION SERVICES

H 1............................ *

2............................ TRANSFER AND SERVICE AGENT
AGREEMENTS

3............................ DESCRIPTION OF THE TRUST

4............................ TRANSFER AND SERVICE AGENT
AGREEMENTS

16 A-E .............................. PORTFOLIO TRANSACTIONS

17 A 1-2......................... DESCRIPTION OF THE TRUST

B .............................. *

18 A .............................. ADDITIONAL PURCHASE, EXCHANGE AND
REDEMPTION INFORMATION

B .............................. *

C .............................. VALUATION

D .............................. *

19 A-B .............................. DISTRIBUTIONS AND TAXES

20 A-C .............................. DISTRIBUTION SERVICES

21 A 1-5......................... PERFORMANCE

B 1-5......................... *

22 A-C ............................... FINANCIAL STATEMENTS

</TABLE>

* Not Applicable

FIDELITY
CASH MANAGEMENT
FUNDS

TREASURY FUND -
ADVISOR B CLASS
(fund number 658)

ADVISOR C CLASS
(fund number 529)

PROSPECTUS
DECEMBER 30, 1998
(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 3 INVESTMENT SUMMARY

3 PERFORMANCE

4 FEE TABLE

FUND BASICS 5 INVESTMENT DETAILS

5 VALUING SHARES

SHAREHOLDER INFORMATION 5 BUYING AND SELLING SHARES

5 EXCHANGING SHARES

10 ACCOUNT FEATURES AND POLICIES

12 DIVIDENDS AND CAPITAL GAINS
DISTRIBUTIONS

12 TAX CONSEQUENCES

FUND SERVICES 12 FUND MANAGEMENT

12 FUND DISTRIBUTION

APPENDIX 14 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY
INVESTMENT OBJECTIVE. Treasury Fund seeks to obtain as high a level of
current income as is consistent with the preservation of capital and
liquidity.
PRINCIPAL INVESTMENT STRATEGIES. Fidelity Management and Research
Company (FMR)'s principal investment strategies include:
(small solid bullet) Investing in U.S. Treasury securities and
repurchase agreements for those securities.
(small solid bullet) Normally maintaining a dollar-weighted average
maturity of 60 days or less.
(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.
PRINCIPAL INVESTMENT RISKS. The fund is subject to the following
principal investment risks:
(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.
(small solid bullet) ISSUER-SPECIFIC CHANGES. A decline in the credit
quality of an issuer or the provider of credit support or a
maturity-shortening structure for a security can cause the price of a
money market security to decrease.
An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency. Although the fund seeks to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.

PERFORMANCE
The following information illustrates the changes in the fund's
performance from year to year. Returns are based on past results and
are not an indication of future performance.
Because Advisor C Class (Class C) of Treasury Fund was new when this
prospectus was printed, its performance history is not included.
Performance history will be available for the fund after the fund has
been in operation for one calendar year.

YEAR-BY-YEAR RETURNS
The returns in the chart do not include the effect of Advisor B
Class's (Class B) contingent deferred sales charge. If the effect of
the sales charge was reflected, returns would be lower than those
shown.

TREASURY FUND - ADVISOR B CLASS

CALENDAR YEARS 1995 1996 1997

% % %

PERCENTAGE (%)
ROW: 1, COL: 1, VALUE: NIL
ROW: 2, COL: 1, VALUE: NIL
ROW: 3, COL: 1, VALUE: NIL
ROW: 4, COL: 1, VALUE: NIL
ROW: 5, COL: 1, VALUE: NIL
ROW: 6, COL: 1, VALUE: NIL
ROW: 7, COL: 1, VALUE: NIL
ROW: 8, COL: 1, VALUE: NIL
ROW: 9, COL: 1, VALUE: NIL
ROW: 10, COL: 1, VALUE: NIL
DURING THE PERIODS SHOWN IN THE CHART FOR ADVISOR B CLASS OF TREASURY
FUND THE HIGHEST RETURN FOR A QUARTER WAS __%
(QUARTER ENDING ______ __199_), AND THE LOWEST RETURN FOR A QUARTER
WAS __% (QUARTER ENDING ______ __ 199_).
THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1998 FOR ADVISOR B CLASS
OF TREASURY FUND WAS __%.

AVERAGE ANNUAL RETURNS
FOR THE PERIODS ENDED PAST 1 LIFE OF FUND A
DECEMBER 31, 1997 YEAR

TREASURY FUND-ADVISOR B % %
CLASS (LOAD ADJ. B)

A FROM JANUARY 1, 1995.
B RETURNS INCLUDE THE EFFECT OF CLASS B'S MAXIMUM APPLICABLE
CONTINGENT DEFERRED SALES CHARGE.

If FMR had not reimbursed certain class expenses during these periods,
Class B's total returns would have been lower.

FEE TABLE
The following table describes the fees and expenses that are incurred
when you buy, hold or sell Class B or Class C shares of the fund. The
annual class operating expenses provided below are higher than the
expenses actually paid by Class B and Class C as the result of expense
reimbursements [and the payment or reduction of certain expenses]
during the period.

SHAREHOLDER FEES (PAID BY THE INVESTOR)
CLASS B CLASS C

SALES CHARGE (LOAD) ON NONE NONE
PURCHASES AND REINVESTED
DISTRIBUTIONS

MAXIMUM CDSC (AS A % 5.00% A 1.00% B
OF THE LESSER OF ORIGINAL
PURCHASE PRICE OR
REDEMPTION PROCEEDS)

A MAXIMUM CDSC DECLINES OVER 6 YEARS FROM 5.00% TO 0%.
B ON CLASS C SHARES REDEEMED WITHIN ONE YEAR OF PURCHASE.

CLASS OPERATING EXPENSES (PAID BY THE CLASSES)
CLASS B CLASS C

MANAGEMENT FEE 0.25% 0.25%

DISTRIBUTION AND SERVICE 1.00% 1.00%
(12B-1) FEE (INCLUDING
0.25% SERVICE FEE )

OTHER EXPENSES % %

TOTAL ANNUAL CLASS OPERATING % %
EXPENSES B

B FMR HAS VOLUNTARILY AGREED TO REIMBURSE CLASS B AND CLASS C OF THE
FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES (WITH THE EXCEPTIONS
NOTED BELOW), AS A PERCENTAGE OF THEIR RESPECTIVE AVERAGE NET ASSETS,
EXCEED 1.40%. EXPENSES ELIGIBLE FOR REIMBURSEMENT DO NOT INCLUDE
INTEREST, TAXES, BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES.
THESE ARRANGEMENTS CAN BE TERMINATED BY FMR AT ANY TIME.

Long-term shareholders may pay more than the economic equivalent of
the maximum sales charges permitted by the National Association of
Securities Dealers, Inc., due to 12b-1 fees.
A portion of the brokerage commissions that the fund pays is used to
reduce that fund's expenses. In addition, the fund has entered into
arrangements with its custodian and transfer agent whereby credits
realized as a result of uninvested cash balances are used to reduce
custodian and transfer agent expenses. Including these reductions, the
total fund operating expenses, after reimbursement, would have been
__% for Class B, and _% for Class C.
This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.
Let's say, hypothetically, that each class's annual return is 5% and
that your shareholder fees and each class's annual operating expenses
are exactly as described in the fee table. This example illustrates
the effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account after the number of years indicated
and if you leave your account open:

CLASS B CLASS C

ACCOUNT ACCOUNT ACCOUNT ACCOUNT
OPEN CLOSED OPEN CLOSED

1 YEAR $ $ $ $

3 YEARS $ $ $ $

5 YEARS $ $ $ $

10 YEARS $A $A $ $

A Reflects conversion to Daily Money Class shares after seven years.

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE:
TREASURY FUND seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

DESCRIPTION OF PRINCIPAL SECURITY TYPES:
MONEY MARKET SECURITIES are high quality, short-term debt securities
that pay a fixed, variable or floating interest rate. Securities are
often specifically structured so that they are eligible investments
for a money market fund. For example, in order to satisfy the
maturity restrictions for a money market fund, some money market
securities have demand or put features which have the effect of
shortening the security's maturity. Taxable money market securities
include bank certificates of deposit, acceptances and time deposits,
notes, commercial paper and U.S. Government securities. Municipal
money market securities include variable rate demand notes, commercial
paper and municipal notes.
U.S. GOVERNMENT SECURITIES are high quality securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of
the U.S. Government. U.S. Government securities may be backed by the
full faith and credit of the U.S. Treasury, the right to borrow money
from the U.S. Treasury, or the agency or instrumentality issuing or
guaranteeing the security.
REPURCHASE AGREEMENTS are agreements to buy a security at one price
and simultaneous agreements to sell it back at a higher price.

PRINCIPAL INVESTMENT RISKS:
Many factors affect the fund's performance. The fund's yield will
change daily based on changes in interest rates and other market
conditions. Although the fund is managed to maintain a stable $1.00
share price, there is no guarantee that the fund will be able to do
so. For example, a major increase in interest rates or a decrease in
the credit quality of the issuer of one of the fund's investments
could cause the fund's share price to decrease. It is important to
note that neither the fund nor its yield are guaranteed by the U.S.
Government.
The following factors may significantly affect a fund's performance:
INTEREST RATE CHANGES. Money market securities have varying levels of
sensitivity to changes in interest rates. In general, the price of a
money market security can fall when interest rates rise and can rise
when interest rates fall. Securities with longer maturities and the
securities of issuers in the financial services industry can be more
sensitive to interest rate changes. Short-term securities tend to
react to changes in short-term interest rates.
ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of issuer, and changes in general economic or
political conditions can adversely affect the credit quality or value
of an issuer's securities. Entities providing credit support or a
maturity-shortening structure also can be affected by these types of
changes. If a security's structure fails to function as intended, the
security could decline in value.
In response to market, economic, political or other conditions, FMR
may temporarily use a different investment strategy for defensive
purposes. If FMR does so, different factors could affect the fund's
performance.

FUNDAMENTAL INVESTMENT POLICIES
The policies below are fundamental, that is, subject to change only by
shareholder approval.
TREASURY FUND seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

VALUING SHARES
The fund is OPEN FOR BUSINESS each day the New York Stock Exchange
(NYSE) is open. A class's net asset value per share (NAV) is the value
of a single share. Fidelity normally calculates each class's NAV as of
the close of business of the NYSE, normally 4:00 p.m. Eastern time.
However, NAV may be calculated earlier if trading on the NYSE is
restricted or as permitted by the SEC. The fund's assets are valued as
of this time for the purpose of computing the each class's NAV.
To the extent that the fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of the fund's assets may not occur on days when the
fund is open for business.
The fund's ASSETS ARE VALUED on the basis of amortized cost.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION
For account, product and service information, please use the following
PHONE NUMBERS:
(small solid bullet) If you are investing through a broker-dealer or
insurance representative, 1-800-522-7297 (8:30 a.m. - 7:00 p.m.
Eastern time, Monday through Friday)
(small solid bullet) If you are investing through a bank
representative, 1-800-843-3001 (8:30 a.m. - 7:00 p.m. Eastern time,
Monday through Friday)

Please use the following ADDRESSES:

BUYING OR SELLING SHARES
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081

OVERNIGHT EXPRESS
Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048

You may buy or sell Class B or Class C shares of the fund through a
retirement account or an investment professional. When you invest
through a retirement account or an investment professional, the
procedures for buying, selling and exchanging Class B or Class C
shares of the fund and the account features and policies may differ.
Additional fees may also apply to your investment in Class B or Class
C shares of the fund, including a transaction fee if you buy or sell
Class B or Class C shares of the fund through a broker or other
investment professional.
Certain methods of contacting Fidelity, such as by telephone, may be
unavailable or delayed (for example, during periods of unusual market
activity).
The different ways to set up (register) your account with Fidelity are
listed in the following table.

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS

GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

TRUST
FOR MONEY BEING INVESTED BY A TRUST

BUSINESS OR ORGANIZATION
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS

BUYING SHARES
Class B and Class C shares of the fund may be bought directly only in
connection with the Fidelity Advisor Systematic Exchange Program (the
Program) for purposes of exchanging into Class B or Class C shares, as
applicable, of the Fidelity Advisor funds or by exchange from Class B
or Class C shares of the Fidelity Advisor funds.
Class B and Class C shares bought in connection with the Program must
be exchanged into Class B or Class C shares of Fidelity Advisor funds
within 18 months of purchase. For more information regarding the
Program, see "Account Features and Policies" beginning on page __.
The PRICE TO BUY one share of Class B or Class C is the class's NAV.
Class B and Class C shares are sold without a front-end sales charge,
but may be subject to a contingent deferred sales charge (CDSC) upon
redemption.
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.
Short-term or excessive trading into and out of the fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, the fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
the fund. For these purposes, FMR may consider an investor's trading
history in the fund or other Fidelity Funds, and accounts under common
ownership or control.
The fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.
When you place an order to buy shares, note the following:
(small solid bullet) You are advised to place your trades as early in
the day as possible and to provide Fidelity with advance notice of
large purchases.
(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.
(small solid bullet) Fidelity does not accept cash.
(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.
(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees the fund or
Fidelity has incurred.
(small solid bullet) If when you place your wire purchase order you
indicate that Fidelity will receive your wire that day, your wire must
be received in proper form by Fidelity at the applicable fund's
designated wire bank before the close of the Federal Reserve Wire
System on the day of purchase.

AUTOMATED PURCHASE ORDERS. Class B and Class C shares can be purchased
or sold through investment professionals using an automated order
placement and settlement system that guarantees payment for orders on
a specified date.

MINIMUMS

TO OPEN AN ACCOUNT
By Exchange from:
(small solid bullet) Fidelity Advisor fund $1,000
(small solid bullet) Certain Fidelity Advisor retirement
accounts(double dagger) $500
Program account $10,000

TO ADD TO AN ACCOUNT
By Exchange from:
(small solid bullet) Fidelity Advisor fund $250
(small solid bullet) Certain Fidelity Advisor retirement
accounts(double dagger) $100
Program account None

MINIMUM BALANCE
By Exchange from:
(small solid bullet) Fidelity Advisor fund $500
(small solid bullet) Certain Fidelity Advisor retirement
accounts(double dagger) None
Program account None

(double dagger)FIDELITY ADVISOR TRADITIONAL IRA, ROTH IRA, ROTH
CONVERSION IRA, ROLLOVER IRA, SEP-IRA, AND KEOGH ACCOUNTS.

There is no minimum account balance or initial or subsequent purchase
minimum for certain Fidelity retirement accounts funded through salary
deduction, or accounts opened with the proceeds of distributions from
such retirement accounts. In addition, the fund may waive or lower
purchase minimums in other circumstances.
PURCHASE AMOUNTS OF MORE THAN $250,000 WILL NOT BE ACCEPTED FOR CLASS
B SHARES.
PURCHASE AMOUNTS OF MORE THAN $1 MILLION WILL NOT BE ACCEPTED FOR
CLASS C SHARES. THIS LIMIT DOES NOT APPLY TO PURCHASES OF CLASS C
SHARES MADE BY AN EMPLOYEE BENEFIT PLAN.

KEY INFORMATION

PHONE TO OPEN AN ACCOUNT
(BULLET) EXCHANGE
FROM THE SAME CLASS OF A FIDELITY
ADVISOR FUND. CALL YOUR INVESTMENT
PROFESSIONAL OR CALL FIDELITY AT THE
APPROPRIATE NUMBER FOUND IN "GENERAL
INFORMATION."
TO ADD TO AN ACCOUNT
(BULLET) EXCHANGE
FROM THE SAME CLASS OF A FIDELITY
ADVISOR FUND. CALL YOUR INVESTMENT
PROFESSIONAL OR CALL FIDELITY AT THE
APPROPRIATE NUMBER FOUND IN "GENERAL
INFORMATION."

MAIL TO OPEN AN ACCOUNT
FIDELITY INVESTMENTS (BULLET) COMPLETE
P.O. BOX 770002 AND SIGN THE APPLICATION. MAKE YOUR
CINCINNATI, OH CHECK PAYABLE TO THE COMPLETE NAME
45277-0081 OF THE FUND AND NOTE THE APPLICABLE
CLASS. MAIL TO YOUR INVESTMENT
PROFESSIONAL OR TO THE ADDRESS AT LEFT.
TO ADD TO AN ACCOUNT
(BULLET) MAKE YOUR
CHECK PAYABLE TO THE COMPLETE NAME
OF THE FUND AND NOTE THE APPLICABLE
CLASS. INCLUDE YOUR FUND ACCOUNT
NUMBER ON YOUR CHECK AND MAIL TO
YOUR INVESTMENT PROFESSIONAL OR TO THE
ADDRESS AT LEFT.
(BULLET) EXCHANGE
FROM THE SAME CLASS OF A FIDELITY ADVISOR
FUND. SEND A LETTER OF INSTRUCTION TO YOUR
INVESTMENT PROFESSIONAL OR TO THE ADDRESS
AT LEFT, INCLUDING YOUR NAME, THE FUNDS'
NAMES, THE APPLICABLE CLASS NAMES, THE
FUND ACCOUNT NUMBERS, AND THE DOLLAR
AMOUNT OR NUMBER OF SHARES TO BE
EXCHANGED.

IN PERSON TO OPEN AN ACCOUNT
(BULLET) BRING YOUR
APPLICATION AND CHECK TO YOUR
INVESTMENT PROFESSIONAL.
TO ADD TO AN ACCOUNT
(BULLET) BRING YOUR
CHECK TO YOUR INVESTMENT PROFESSIONAL.

WIRE TO OPEN AN ACCOUNT
(BULLET) CALL YOUR
INVESTMENT PROFESSIONAL OR CALL FIDELITY
AT THE APPROPRIATE NUMBER FOUND IN
"GENERAL INFORMATION" TO SET UP YOUR
ACCOUNT AND TO ARRANGE A WIRE
TRANSACTION.
(BULLET) WIRE TO:
BANKER'S TRUST COMPANY, BANK ROUTING
# 021001033, ACCOUNT #
00159759.
(BULLET) SPECIFY
THE COMPLETE NAME OF THE FUND, NOTE
THE APPLICABLE CLASS, AND INCLUDE YOUR
NEW FUND ACCOUNT NUMBER AND YOUR
NAME.
TO ADD TO AN ACCOUNT
(BULLET) CALL YOUR
INVESTMENT PROFESSIONAL OR CALL FIDELITY
AT THE APPROPRIATE NUMBER FOUND IN
"GENERAL INFORMATION" TO ARRANGE A
WIRE TRANSACTION.
(BULLET) WIRE TO:
BANKER'S TRUST COMPANY, BANK ROUTING
# 021001033, ACCOUNT #
00159759.
(BULLET) SPECIFY
THE COMPLETE NAME OF THE FUND, NOTE
THE APPLICABLE CLASS, AND INCLUDE YOUR
FUND ACCOUNT NUMBER AND YOUR NAME.

AUTOMATICALLY TO OPEN AN ACCOUNT
(BULLET) NOT
AVAILABLE.
TO ADD TO AN ACCOUNT
(BULLET) USE
FIDELITY ADVISOR SYSTEMATIC EXCHANGE
PROGRAM TO EXCHANGE FROM CLASS B OR
CLASS C OF A FIDELITY ADVISOR FUND.

SELLING SHARES
The PRICE TO SELL one share of each class is the class's NAV, minus
any applicable CDSC.
Your shares will be sold at the next NAV calculated after your order
is received in proper form, minus any applicable CDSC.
It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.
Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:
(small solid bullet) You wish to sell more than $100,000 worth of
shares,
(small solid bullet) Your account registration has changed within the
last 30 days,
(small solid bullet) The check is being mailed to a different address
than the one on your account (record address),
(small solid bullet) The check is being made payable to someone other
than the account owner, or
(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.
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.
When you place an order to sell shares, note the following:
(small solid bullet) If you are selling some but not all of your
shares, leave at least $500 worth of shares in the account to keep it
open, except accounts not subject to account minimums.
(small solid bullet) You are advised to place your trades as early in
the day as possible and to provide Fidelity with advance notice of
large redemptions.
(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
the fund.
(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until investments credited to your account have been received
and collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of the fund.
(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.
(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

KEY INFORMATION

PHONE (BULLET) CALL YOUR
INVESTMENT PROFESSIONAL OR CALL FIDELITY
AT THE APPROPRIATE NUMBER FOUND IN
"GENERAL INFORMATION" TO INITIATE A
WIRE TRANSACTION OR TO REQUEST A CHECK
FOR YOUR REDEMPTION.
(BULLET) EXCHANGE
TO THE SAME CLASS OF A FIDELITY ADVISOR
FUND. CALL YOUR INVESTMENT PROFESSIONAL
OR CALL FIDELITY AT THE APPROPRIATE
NUMBER FOUND IN "GENERAL
INFORMATION."

MAIL: INDIVIDUAL, JOINT TENANT,
FIDELITY INVESTMENTS SOLE PROPRIETORSHIP,
P.O. BOX 770002 UGMA, UTMA
CINCINNATI, OH (BULLET) SEND A
45277-0081 LETTER OF INSTRUCTION TO YOUR INVESTMENT
PROFESSIONAL OR TO THE ADDRESS AT LEFT,
INCLUDING YOUR NAME, THE FUND'S NAME,
THE APPLICABLE CLASS NAME, YOUR FUND
ACCOUNT NUMBER, AND THE DOLLAR AMOUNT
OR NUMBER OF SHARES SOLD. THE LETTER OF
INSTRUCTION MUST BE SIGNED BY ALL
PERSONS REQUIRED TO SIGN FOR
TRANSACTIONS, EXACTLY AS THEIR NAMES
APPEAR ON THE ACCOUNT.
RETIREMENT ACCOUNT
(BULLET) THE
ACCOUNT OWNER SHOULD COMPLETE A
RETIREMENT DISTRIBUTION FORM. CALL YOUR
INVESTMENT PROFESSIONAL OR CALL FIDELITY
AT THE APPROPRIATE NUMBER FOUND IN
"GENERAL INFORMATION" TO REQUEST ONE.
TRUST
(BULLET) SEND A
LETTER OF INSTRUCTION TO YOUR INVESTMENT
PROFESSIONAL OR TO THE ADDRESS AT LEFT,
INCLUDING THE TRUST'S NAME, THE FUND'S
NAME, THE APPLICABLE CLASS NAME, THE
TRUST'S FUND ACCOUNT NUMBER, AND THE
DOLLAR AMOUNT OR NUMBER OF SHARES
SOLD. THE TRUSTEE MUST SIGN THE LETTER OF
INSTRUCTION INDICATING CAPACITY AS TRUSTEE.
IF THE TRUSTEE'S NAME IS NOT IN THE
ACCOUNT REGISTRATION, PROVIDE A COPY OF
THE TRUST DOCUMENT CERTIFIED WITHIN THE
LAST 60 DAYS.
BUSINESS OR ORGANIZATION
(BULLET) SEND A
LETTER OF INSTRUCTION TO YOUR INVESTMENT
PROFESSIONAL OR TO THE ADDRESS AT LEFT,
INCLUDING THE FIRM'S NAME, THE FUND'S
NAME, THE APPLICABLE CLASS NAME, THE
FIRM'S FUND ACCOUNT NUMBER, AND THE
DOLLAR AMOUNT OR NUMBER OF SHARES
SOLD. AT LEAST ONE PERSON AUTHORIZED BY
CORPORATE RESOLUTION TO ACT ON THE
ACCOUNT MUST SIGN THE LETTER OF
INSTRUCTION.
(BULLET) INCLUDE A
CORPORATE RESOLUTION WITH CORPORATE
SEAL OR A SIGNATURE GUARANTEE.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(BULLET) CALL YOUR
INVESTMENT PROFESSIONAL OR CALL FIDELITY
AT THE APPROPRIATE NUMBER FOUND IN
"GENERAL INFORMATION" FOR INSTRUCTIONS.

IN PERSON INDIVIDUAL, JOINT TENANT,
SOLE PROPRIETORSHIP,
UGMA, UTMA
(BULLET) BRING A
LETTER OF INSTRUCTION TO YOUR INVESTMENT
PROFESSIONAL. THE LETTER OF INSTRUCTION
MUST BE SIGNED BY ALL PERSONS REQUIRED
TO SIGN FOR TRANSACTIONS, EXACTLY AS THEIR
NAMES APPEAR ON THE ACCOUNT.
RETIREMENT ACCOUNT
(BULLET) THE
ACCOUNT OWNER SHOULD COMPLETE A
RETIREMENT DISTRIBUTION FORM. VISIT YOUR
INVESTMENT PROFESSIONAL TO REQUEST
ONE.
TRUST
(BULLET) BRING A
LETTER OF INSTRUCTION TO YOUR INVESTMENT
PROFESSIONAL. THE TRUSTEE MUST SIGN THE
LETTER OF INSTRUCTION INDICATING CAPACITY AS
TRUSTEE. IF THE TRUSTEE'S NAME IS NOT IN
THE ACCOUNT REGISTRATION, PROVIDE A COPY
OF THE TRUST DOCUMENT CERTIFIED WITHIN THE
LAST 60 DAYS.
BUSINESS OR ORGANIZATION
(BULLET) BRING A
LETTER OF INSTRUCTION TO YOUR INVESTMENT
PROFESSIONAL. AT LEAST ONE PERSON
AUTHORIZED BY CORPORATE RESOLUTION TO
ACT ON THE ACCOUNT MUST SIGN THE LETTER
OF INSTRUCTION.
(BULLET) INCLUDE A
CORPORATE RESOLUTION WITH CORPORATE
SEAL OR A SIGNATURE GUARANTEE.
EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(BULLET) VISIT YOUR
INVESTMENT PROFESSIONAL FOR
INSTRUCTIONS.

AUTOMATICALLY (BULLET) USE
FIDELITY ADVISOR SYSTEMATIC EXCHANGE
PROGRAM TO EXCHANGE TO THE SAME
CLASS OF A FIDELITY ADVISOR FUND.
(BULLET) USE
FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL
PROGRAM TO SET UP PERIODIC
REDEMPTIONS FROM YOUR CLASS B OR CLASS
C ACCOUNT.

EXCHANGING SHARES
An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.
As a Class B or Class C shareholder you have the PRIVILEGE of
exchanging Class B or Class C shares for Class B or Class C shares, as
applicable, of a Fidelity Advisor fund.
However, you should note the following POLICIES AND RESTRICTIONS
governing exchanges:
(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.
(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund or class, read its
prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Currently, there is no limit on the number of
exchanges out of the fund.
(small solid bullet) The fund may 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.
The funds may terminate or modify the exchange privileges in the
future.
Other funds may have different exchange restrictions, and may impose
trading fees of up to 1.00% of the amount exchanged. Check each fund's
prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES
The following features are available to buy and sell shares of the
fund.

AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS. Fidelity offers
convenient services that let you automatically transfer money into
your account or out of your account. While automatic investment
programs do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term
financial goals. Automatic withdrawal or exchange programs can be a
convenient way to provide a consistent income flow or to move money
between your investments.

AUTOMATIC INVESTMENT AND WITHDRAWAL PROGRAMS

FIDELITY ADVISOR SYSTEMATIC EXCHANGE PROGRAM
TO MOVE MONEY FROM CLASS B OR CLASS C OF TREASURY FUND TO THE SAME
CLASS OF A FIDELITY ADVISOR FUND

MINIMUM FREQUENCY PROCEDURES
$100 MONTHLY, QUARTERLY, (BULLET) TO SET UP A PROGRAM
SEMI-ANNUALLY, OR ANNUALLY ACCOUNT, CALL YOUR INVESTMENT
PROFESSIONAL OR CALL FIDELITY AT THE
APPROPRIATE NUMBER FOUND IN
"GENERAL INFORMATION."
(BULLET) TO MAKE CHANGES, CALL
YOUR INVESTMENT PROFESSIONAL OR
CALL FIDELITY AT THE APPROPRIATE
NUMBER FOUND IN "GENERAL
INFORMATION." CALL AT LEAST 2
BUSINESS DAYS PRIOR TO YOUR NEXT
SCHEDULED EXCHANGE DATE.
(BULLET) THE ACCOUNT FROM
WHICH THE EXCHANGES ARE TO BE
PROCESSED MUST HAVE A MINIMUM
BALANCE OF $10,000. THE ACCOUNT
INTO WHICH THE EXCHANGE IS BEING
PROCESSED MUST HAVE A MINIMUM
BALANCE OF $1,000.
(BULLET) CLASS B AND CLASS C
SHARES MUST BE EXCHANGED FOR
CLASS B OR CLASS C SHARES, AS
APPLICABLE, OF A FIDELITY ADVISOR
FUND WITHIN 18 MONTHS FROM THE
DATE OF PURCHASE.
(BULLET) THE PROGRAM IS NOT
RECOMMENDED FOR PURCHASING CLASS
B SHARES OF FIDELITY ADVISOR
INTERMEDIATE BOND FUND OR FIDELITY
ADVISOR INTERMEDIATE MUNICIPAL
INCOME FUND BY EXCHANGE BECAUSE
OF THEIR CDSC SCHEDULES. CALL YOUR
INVESTMENT PROFESSIONAL OR CALL
FIDELITY AT THE APPROPRIATE NUMBER
FOUND IN "GENERAL INFORMATION" FOR
ADDITIONAL INFORMATION.

FIDELITY ADVISOR SYSTEMATIC WITHDRAWAL PROGRAM
TO SET UP PERIODIC REDEMPTIONS FROM YOUR CLASS B OR CLASS C ACCOUNT TO
YOU OR TO YOUR BANK CHECKING ACCOUNT.

MINIMUM MAXIMUM FREQUENCY PROCEDURES
$100 $50,000 MONTHLY OR (BULLET) ACCOUNTS WITH A VALUE
QUARTERLY OF $10,000 OR MORE IN CLASS B OR
CLASS C SHARES ARE ELIGIBLE FOR THIS
PROGRAM.
(BULLET) TO SET UP, CALL YOUR
INVESTMENT PROFESSIONAL OR CALL
FIDELITY AT THE APPROPRIATE NUMBER
FOUND IN "GENERAL INFORMATION" FOR
INSTRUCTIONS.
(BULLET) TO MAKE CHANGES, CALL
YOUR INVESTMENT PROFESSIONAL OR
CALL FIDELITY AT THE APPROPRIATE
NUMBER FOUND IN "GENERAL
INFORMATION." CALL AT LEAST 10
BUSINESS DAYS PRIOR TO YOUR NEXT
SCHEDULED WITHDRAWAL DATE.
(BULLET) AGGREGATE
REDEMPTIONS PER 12-MONTH PERIOD
FROM YOUR CLASS B OR CLASS C
ACCOUNT MAY NOT EXCEED 10% OF
THE ACCOUNT VALUE AND ARE NOT
SUBJECT TO A CDSC.
(BULLET) YOU MAY SET YOUR
WITHDRAWAL AMOUNT AS A
PERCENTAGE OF THE VALUE OF YOUR
ACCOUNT OR A FIXED DOLLAR AMOUNT.

The following other features are also available to buy and sell shares
of the fund.

OTHER FEATURES

WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.
(bullet) You must sign up for the Wire feature before using it.
Complete the appropriate section on the application when opening your
account.
(bullet) Call your investment professional or call Fidelity at the
appropriate number found in "General Information" before your first
use to verify that this feature is set up on your account.
(bullet) To sell shares by wire, you must designate the U.S.
commercial bank account(s) into which you wish the redemption proceeds
deposited.
(bullet) To add the wire feature or change the bank account designated
to receive redemption proceeds, you should send a letter of
instruction, including a signature guarantee, to your investment
professional or to Fidelity at the address found in "General
Information."

POLICIES
The following policies apply to you as a shareholder.
STATEMENTS AND REPORTS that Fidelity sends to you include the
following:
(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund and certain transactions through automatic investment or
withdrawal programs).
(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).
(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
the fund. Call your investment professional if you need additional
copies of financial reports, prospectuses or historical account
information.
You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions. Additional
documentation may be required from corporations, associations, and
certain fiduciaries.
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 the fund to withhold 31% of your taxable distributions and
redemptions.
If your ACCOUNT BALANCE falls below $500 (except accounts not subject
to account minimums), you will be given 30 days' notice to reestablish
the minimum balance. If you do not increase your balance, Fidelity may
close your account and send the proceeds to you. Your shares will be
sold at the NAV, minus any applicable CDSC, on the day your account is
closed.
Fidelity may charge a FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The fund earns interest, dividends and other income from its
investments, and distributes this income (less expenses) to
shareholders as DIVIDENDS. The fund may also realize capital gains
from its investments, and distributes these gains (less losses), if
any, to shareholders as CAPITAL GAINS DISTRIBUTIONS.
Distributions you receive from the fund consist primarily of
dividends. The fundnormally declares dividends daily and pays them
monthly.
You may request to have dividends relating to Class B and Class C
shares redeemed from an account closed during the month paid when the
account is closed. The fund reserves the right to limit this service.

EARNING DIVIDENDS
Class B and Class C shares begin to earn dividends on the first
business day following the day your payment is received.
Class B and Class C shares earn dividends until, but not including,
the next business day following the day of redemption.

DISTRIBUTION OPTIONS
When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
each class's distributions:
1. REINVESTMENT OPTION. Your dividends and capital gains
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. Your dividends and capital gains distributions, if
any, will be paid in cash.
Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, contact your investment
professional directly or call Fidelity.
If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.

TAX CONSEQUENCES
As with any investment, your investment in the fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.
Distributions you receive from the fund are subject to federal income
tax, and may also be subject to state or local taxes.
For federal tax purposes, the fund's dividends and distributions of
short-term capital gains are taxable to you as ORDINARY INCOME. The
fund's distributions of long-term capital gains, if any, are taxable
to you generally as CAPITAL GAINS. at a rate based on how long the
securities were held.
Any taxable distributions you receive from the fund will normally be
taxable to you when you receive them, regardless of your distribution
option. If you elect to receive distributions in cash, you will
receive certain December distributions in January, but those
distributions will be taxable as if you received them on December 31.

FUND SERVICES

FUND MANAGEMENT
Treasury Fund is a MUTUAL FUND, an investment that pools shareholders'
money and invests it toward a specified goal.
Fidelity Management & Research Company (FMR) is the fund's MANAGER.
As of ______ __, 1998, FMR had $___ billion in discretionary assets
under management.
As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.
Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, is an affiliate of FMR and serves as sub-adviser for the
fund. As of ______ __, 1998, FIMM had $____ in discretionary assets
under management. FIMM is primarily responsible for choosing
investments for the fund.
The fund could be adversely affected if the computer systems used by
FMR and other service providers do not properly process and calculate
date-related information from and after January 1, 2000. FMR has
advised the fund that it is actively working on necessary changes to
its computer systems and expects that its systems, and those of other
major service providers, will be modified prior to January 1, 2000.
However, there can be no assurance that there will be no adverse
impact on the fund.
Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.
The fund pays a MANAGEMENT FEE to FMR.
The management fee is calculated and paid to FMR every month.
The fund's annual management fee rate is 0.25% of its average net
assets.
For the fiscal year ended October 31, 1998, the fund paid a management
fee of __% of the fund's average net assets, after reimbursement.
FMR pays FIMM for providing assistance with investment advisory
services.
FMR may, from time to time, agree to reimburse each class for
management fees and other expenses above a specified limit. FMR
retains the ability to be repaid by a class if expenses fall below the
specified limit prior to the end of the fiscal year. Reimbursement
arrangements can decrease a class'ss expenses and boost its
performance.
As of November 30, 1998 approximately ____% and ____% of the fund's
total outstanding shares were held by FMR [and an FMR affiliate].

FUND DISTRIBUTION
The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.
Fidelity Distributors Corporation, Inc. (FDC) distributes the class's
shares.
You may pay a SALES CHARGE when you sell your Class B or Class C
shares.
FDC collects the sales charge.
Your Class B shares purchased by exchange retain the contingent
deferred sales charge (CDSC) schedule that was in effect when you
originally purchased the Fidelity Advisor fund Class B shares that you
exchanged for Class B shares of the fund.
Class B shares purchased directly in connection with the Program may
be assessed a CDSC based on the following schedule:

FROM DATE OF PURCHASE CONTINGENT DEFERRED
SALES CHARGE

LESS THAN 1 YEAR 5%

1 YEAR TO LESS THAN 2 4%
YEARS

2 YEARS TO LESS THAN 3 3%
YEARS

3 YEARS TO LESS THAN 4 3%
YEARS

4 YEARS TO LESS THAN 5 2%
YEARS

5 YEARS TO LESS THAN 6 1%
YEARS

6 YEARS TO LESS THAN 7 0%
YEARS A

A AFTER SEVEN YEARS, CLASS B SHARES WILL CONVERT AUTOMATICALLY TO
DAILY MONEY CLASS SHARES OF THE FUND.

Except as provided below, investment professionals receive as
compensation from FDC, at the time of sale, a concession equal to
4.00% of your direct purchase of Class B shares. For purchases of
Class B shares through reinvested dividends or capital gains
distributions, investment professionals do not receive a concession at
the time of sale.
Class C shares may, upon redemption within one year of purchase, be
assessed a CDSC of 1.00%.
Except as provided below, investment professionals receive as
compensation from FDC, at the time of sale, a concession equal to
1.00% of your purchase of Class C shares. For purchases of Class C
shares made for an employee benefit plan or through reinvestment of
dividends or capital gains distributions, investment professionals do
not receive a concession at the time of sale.
The CDSC for Class B and Class C shares will be calculated based on
the lesser of the cost of the Class B or Class C shares, as
applicable, at the initial date of purchase or the value of those
Class B or Class C shares, as applicable, at redemption, not including
any reinvested dividends or capital gains, if any. Class B and Class C
shares acquired through reinvestment of dividends or capital gains
distributions will not be subject to a CDSC. In determining the
applicability and rate of any CDSC at redemption, Class B or Class C
shares representing reinvested dividends and capital gains, if any,
will be redeemed first, followed by those Class B or Class C shares
that have been held for the longest period of time.

THE CDSC ON CLASS B AND CLASS C SHARES MAY BE WAIVED:
1. In cases of disability or death, provided that the shares are sold
within one year following the death or the initial determination of
disability;
2. In connection with a total or partial redemption related to certain
distributions from retirement plans or accounts at age 701/2 which are
permitted without penalty pursuant to the Internal Revenue Code;
3. In connection with redemptions through the Fidelity Advisor
Systematic Withdrawal Program; or
4. (APPLICABLE TO CLASS C ONLY) In connection with any redemptions
from an employee benefit plan. Employee benefit plan investors must
meet additional requirements specified in the fund's SAI.
REINSTATEMENT PRIVILEGE. If you have sold all or part of your Class B
or Class C shares, you may reinvest an amount equal to all or a
portion of the redemption proceeds in the same class of the fund or a
Fidelity Advisor fund, at the NAV next determined after receipt in
proper form of your investment order, provided that such reinvestment
is made within 90 days of redemption. Under these circumstances, the
dollar amount of the CDSC you paid, if any, will be reimbursed to you
by reinvesting that amount in Class B or Class C shares, as
applicable. You must reinstate your Class B or Class C shares into an
account with the same registration. This privilege may be exercised
only once by a shareholder with respect to the fund and certain
restrictions may apply. For purposes of the CDSC schedule, the holding
period will continue as if the Class B or Class C shares had not been
redeemed.
CONVERSION FEATURE. After a maximum of seven years from the initial
date of purchase, Class B shares convert automatically to Daily Money
Class shares of the fund. Conversion to Daily Money Class shares will
be made at NAV. At the time of conversion, a portion of the Class B
shares purchased through the reinvestment of dividends or capital
gains, if any, (Dividend Shares) will also convert to Daily Money
Class shares. The portion of Dividend Shares that will convert is
determined by the ratio of your converting Class B non-Dividend Shares
to your total Class B non-Dividend Shares.
DAILY MONEY CLASS SHARES are offered at NAV. Daily Money Class has
adopted a Distribution and Service Plan. Under the Plan, Daily Money
Class shares of the fund currently pay FDC a monthly 12b-1 fee of
0.25% of its average net assets. The Daily Money Class Plan recognizes
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 Daily Money Class's shares, including
payments made to intermediaries that provide shareholder support
services or engage in the sale of Daily Money Class shares. The Board
of Trustees of the fund has authorized such payments.
Class B of Treasury Fund has adopted a DISTRIBUTION AND SERVICE PLAN
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class B is authorized to pay FDC a monthly 12B-1
(DISTRIBUTION) FEE as compensation for providing services intended to
result in the sale of Class B shares. Class B currently pays FDC a
monthly 12b-1 (distribution) fee at an annual rate of 0.75% of its
average net assets throughout the month.
In addition, pursuant to the Class B plan, Class B pays FDC a monthly
12B-1 (SERVICE) FEE at an annual rate of 0.25% of Class B's average
net assets throughout the month for providing shareholder support
services.
FDC may reallow up to the full amount of the Class B 12b-1 (service)
fee to intermediaries, such as banks, broker-dealers and other
service-providers for providing shareholder support services.
Class C of Treasury Fund has adopted a DISTRIBUTION AND SERVICE PLAN
purusant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class C is authorized to pay FDC a monthly 12B-1
(DISTRIBUTION) FEE as compensation for providing services intended to
result in the sale of Class C shares. Class C currently pays FDC a
monthly 12b-1 (distribution) fee at an annual rate of 0.75% of its
average net assets throughout the month. Normally, after the first
year of investment, FDC may reallow up to the full amount of the Class
C 12b-1 (distribution) fee to intermediaries, such as banks,
broker-dealers and other service-providers for providing services
intended to result in the sale of Class C shares.
In addition, pursuant to the Class C plan, Class C pays FDC a monthly
12B-1 (SERVICE) FEE at an annual rate of 0.25% of Class C's average
net assets throughout the month for providing shareholder support
services. Normally, after the first year of investment, FDC may
reallow up to the full amount of the Class C 12b-1 (service) fee to
intermediaries for providing shareholder support services.
For purchases of Class C shares made for an employee benefit plan or
through reinvestment of dividends or capital gains distributions,
during the first year of investment and thereafter, FDC may reallow up
to the full amount of the Class C 12b-1 (distribution) fee paid by
such shares to intermediaries for providing services intended to
result in the sale of Class C shares and may reallow up to the full
amount of the Class C 12b-1 (service) fee paid by such shares to
intermediaries for providing shareholder support services.
Because 12b-1 fees are paid out of the applicable class's assets on an
ongoing basis, they will increase the cost of your investment and may
cost you more than paying other types of sales charges.
In addition, the Class B and Class C 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
providing services intended to result in the sale of the applicable
class's shares and/or shareholder support services, including payments
made to intermediaries that provide those services. Currently, the
Board of Trustees of the fund has authorized such payments for Class B
and Class C.
To receive sales concessions and payments made pursuant to a
Distribution and Service Plan, intermediaries must sign the
appropriate agreement with FDC in advance.
FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of the fund, provided that the fund
receives brokerage services and commission rates comparable to those
of other broker-dealers.
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
Statement of Additional Information (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 fund or FDC. This Prospectus and the related SAI do
not constitute an offer by the fund or by FDC to sell or to buy shares
of the fund to any person to whom it is unlawful to make such offer.

APPENDIX

FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand
Class B's financial history for the past four years and Class C's
financial history for the past year. Certain information reflects
financial results for a single class share. Total returns for each
period include the reinvestment of all dividends and distributions.
This information has been audited by ____________, independent
accountants, whose report, along with the fund's financial highlights
and financial statements, are included in the fund's Annual Report. A
free copy of the Annual Report is available upon request.

[Financial Highlights to be filed by subsequent amendment.]

You can obtain additional information about the fund. The fund's
Statement of Additional Information (SAI) includes more detailed
information about the fund and its investments. The SAI is
incorporated herein by reference (legally forms a part of the
prospectus). The fund's annual and semi-annual reports include a
discussion of the fund's performance and holdings.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-800-843-3001.

The SAI, the fund's annual and semi-annual reports and other related
materials are available on the SEC's Internet Web site
(http://www.sec.gov). You can obtain copies of this information upon
paying a duplicating fee, by writing the Public Reference Section of
the SEC, Washington, D.C. 20549-6009. You can also review and copy
information about the fund, including the fund's SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for
information on the operation of the SEC's Public Reference Room.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER 2-78458

Fidelity, Fidelity Investments, Fidelity Investments & (Pyramid)
Design, and the Pyramid Design are registered trademarks of FMR Corp.

DMFB/DMFC-pro-1298

Insert item code number

FIDELITY CASH MANAGEMENT FUNDS
PRIME FUND: CAPITAL RESERVES CLASS AND DAILY MONEY CLASS
TREASURY FUND: CAPITAL RESERVES CLASS, DAILY MONEY CLASS, ADVISOR B
CLASS AND ADVISOR C CLASS
TAX-EXEMPT FUND: CAPITAL RESERVES CLASS AND DAILY MONEY CLASS
FUNDS OF NEWBURY STREET TRUST
STATEMENT OF ADDITIONAL INFORMATION
DECEMBER 30, 1998

This Statement of Additional Information (SAI) is not a prospectus.
Portions of the funds' Annual Report are incorporated herein. The
Annual Report is supplied with this SAI.
To obtain a free additional copy of a Prospectus, dated December
30, 1998 or an Annual Report, please call Fidelity(registered
trademark) at 1-800-843-3001.

TABLE OF CONTENTS PAGE

INVESTMENT POLICIES AND LIMITATIONS 2

PORTFOLIO TRANSACTIONS 6

VALUATION 7

PERFORMANCE 7

ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION 16

DISTRIBUTIONS AND TAXES 16

TRUSTEES AND OFFICERS 16

CONTROL OF INVESTMENT ADVISERS 19

MANAGEMENT CONTRACTS 19

DISTRIBUTION SERVICES 22

TRANSFER AND SERVICE AGENT AGREEMENTS 23

DESCRIPTION OF THE TRUST 24

FINANCIAL STATEMENTS 24

APPENDIX 25

For more information on any Fidelity fund, including charges and
expenses, call Fidelity at the number indicated above for a free
prospectus. Read it carefully before you invest or send money.
(fidelity_logo_graphic) 82 Devonshire Street, Boston, MA 02109

DMF -ptb- 1298

Insert item code number

(Fidelity Logo Graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109

INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set
forth in the Prospectus. 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 the 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 (the
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 PRIME FUND

THE FOLLOWING ARE T HE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS
SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) 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; or
(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) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objectives, policies and limitations as
the fund.

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, or securities of other money
market funds) if, as a result, more than 5% of its total assets would
be invested in 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.
(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 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 purchase or sell futures
contracts or call options. This limitation does not apply to options
attached to, or acquired or traded together with, their underlying
securities, and does not apply to securities that incorporate features
similar to options or futures contracts.
(vii) 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.)
(viii) 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 purposes of limitation (1) and (i), certain securities subject
to guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuer, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.
With respect to limitation (v), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets was invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
SHAREHOLDER NOTICE. Prime Fund does not intend to purchase
futures contracts or options on futures contracts. This operating
policy may be changed only upon approval by the Board of Trustees and
60 days' notice to shareholders.

INVESTMENT LIMITATIONS OF TREASURY FUND

THE FOLLOWING A RE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS
SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) 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;
(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; or
(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) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objectives, policies and limitations as
the fund.

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, or securities of other money
market funds) if, as a result, more than 5% of its total assets would
be invested in 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.
(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 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 purchase or sell futures
contracts or call options. This limitation does not apply to options
attached to, or acquired or traded together with, their underlying
securities, and does not apply to securities that incorporate features
similar to options or futures contracts.
(vii) The fund does not currently intend to make loans, but this
limitation does not apply to purchases of debt securities or to
repurchase agreements.
(viii) 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 purposes of limitation (1) and (i), certain securities subject
to guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuer, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.
With respect to limitation (v), if through a change in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets was invested in illiquid securities, it
would consider appropriate steps to protect liquidity.
SHAREHOLDER NOTICE. Treasury Fund invests only in U.S.
Treasury securities and repurchase agreements for those securities.
This operating policy may be changed only upon 90 days' notice to
shareholders. Treasury Fund does not intend to purchase futures
contracts or options on futures contracts. This operating policy may
be changed only upon approval by the Board of Trustees and 60 days'
notice to shareholders.

INVESTMENT LIMITATIONS OF TAX-EXEMPT FUND

THE FOLLOWING AR E THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS
SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government, or any of its agencies or instrumentalities,
or securities of other investment companies), 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 for temporary or emergency purposes (not for
leveraging or investment) in an amount not exceeding 33 1/3% of the
value of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to
exceed the 33 1/3% of the fund's assets by reason of a decline in net
assets will be reduced within three days (exclusive of Sundays and
holidays) to the extent necessary to comply with the 33 1/3%
limitation;
(6) underwrite any issue of securities; except to the extent that the
purchase of municipal bonds in accordance with the fund's investment
objective, policies, and restrictions, either directly from the
issuer, or from an underwriter for an issuer, may be deemed
underwriting;
(7) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a
U.S. territory or possession or a state or local government, or a
political subdivision of any of the foregoing) if, as a result, more
than 25% of the fund's total assets would be invested in securities of
companies whose principal business activities are 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 commodities or commodity (futures) contracts;
(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.

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, or securities of other money
market funds) if, as a result, more than 5% of its total assets would
be invested in 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.
(ii) 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 t reated as borrowings for purposes of fundamental
investment limitation (5)). 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.
(iii) 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.
(iv) The fund does not currently intend to invest in interests
in real estate investment trusts that are not readily marketable, or
to invest in interests in real estate limited partnerships that are
not listed on the New York Stock Exchange or the American Stock
Exchange or traded on the NASDAQ National Market System.
(v) The fund does not currently intend to purchase or sell
futures contracts or call options. This limitation does not apply to
options attached to, or acquired or traded together with, their
underlying securities, and does not apply to securities that
incorporate features similar to options or futures contracts.
(vi) 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.
(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 purposes of limitations (1), (i) 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.
For purposes of limitation (1) and (i), certain securities subject
to guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuer, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.
With respect to limitation (iii), if through a change in values,
net assets, or other circumstances, the fund were in a position where
more than 10% of its net assets was invested in illiquid securities,
it would consider appropriate steps to protect liquidity.
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 a 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 involve 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 represent interests in pools of
purchase contracts, financing leases, or sales agreements entered into
by municipalities, mortgages, loans, receivables or other assets.
Payment of interest and repayment of principal 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. Asset-backed security
values may also be affected by other factors including changes in
interest rates, the availability of information concerning the pool
and its structure, the creditworthiness of the servicing agent for the
pool, the originator of the loans or receivables, or the entities
providing the credit enhancement. In addition, these securities may be
subject to prepayment risk.
BORROWING. Each fund may borrow from banks or from other
funds advised by FMR or its affiliates, or through reverse repurchase
agreements, and may make additional investments while borrowings are
outstanding.
CENTRAL CASH FUNDS are money market funds managed by FMR or its
affiliates that seek to earn a high level of current income (free from
federal income tax in the case of a municipal money market fund) while
maintaining a stable $1.00 share price. The funds comply with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of their investments.
DOMESTIC AND FOREIGN INVESTMENTS include 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. Domestic and foreign investments
may also include 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 repayment of
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
restric tions that might affect repayment of principal or
payment of 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.
ILLIQUID SECURITIES cannot be sold or disposed of in the ordinary
course of business at approximately the prices at which they are
valued. Difficulty in selling securities may result in a loss or may
be costly to a fund. 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
securities. In determining the liquidity of a fund's investments, FMR
may consider various factors, including (1) the frequency and volume
of trades and quotations, (2) the number of dealers and prospective
purchasers in the marketplace, (3) dealer undertakings to make a
market and (4) the nature of the security and the market in which it
trades (including any demand, put or tender features, the mechanics
and other requirements for transfer, any letters of credit or other
credit enhancement features, any ratings, the number of holders, the
method of soliciting offers, the time required to dispose of the
security, and the ability to assign or offset the rights and
obligations of the security).
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an
exemptive order issued by the SEC, a fund may lend money to, and
borrow money from, other funds advised by FMR or its affiliates.
Tax-Exempt Fund currently intends 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 costs of bank loans, and will
lend through the program only when the returns are higher than those
available from an investment in repurchase agreements. 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 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.
Money market securities may be structured to be, or may employ a trust
or other form so that they are, eligible investments for money market
funds. 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 a structure fails to function as intended, adverse
tax or investment consequences may result. Neither the Internal
Revenue Service (IRS) nor any other regulatory authority has ruled
definitivel y on certain legal issues presented by certain
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, a fund will not hold these obligations directly as a
lessor of the property, but will purchase a participation interest in
a municipal obligation from a bank or other third party. A
participation interest gives the purchaser a specified, undivided
interest in the obligation in proportion to its purchased interest in
the total amount of the issue.
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. If a municipality stops making payments or transfers its
obligations to a private entity, the obligation could lose value or
become taxable.
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. Proposals to restrict or eliminate the federal
income tax exemption for interest on municipal securities are
introduced before Congress from time to time. Proposals also may be
introduced before state legislatures that would affect the state tax
treatment of a municipal fund's distributions. If such proposals were
enacted, the availability of municipal securities and the value of a
municipal fund's holdings would be affected and the Trustees would
reevaluate the fund's investment objectives and policies. 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 a fund to maintain a stable net
asset value per share.
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 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.
ELECTRIC UTILITIES. The e lectric 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. 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.
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 do the
presence of alternate forms of transportation, such as public
transportation.
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.
PUT FEATURES entitle the holder to sell a security back to the
issuer or a third party at any time or at specified intervals. In
exchange for this benefit, a fund m ay accept a lower interest
rate. Securities with put features 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.
REPURCHASE AGREEMENTS involve an agreement to purchase a
security and 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. As protection against the
risk that the original seller will not fulfill its obligation, the
securities are held in a separate account at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus
the accrued incremental amount. The value of the security purchased
may be more or less than the price at which the counterparty has
agreed to purchase the security. In addition, delays or losses could
result if the other party to the agreement defaults or becomes
insolvent. The funds will engage in repurchase agreement transactions
with parties whose creditworthiness has been reviewed and found
satisfactory by FMR.
RESTRICTED SECURITIES are subject to legal restrictions on
their sale. Difficulty in selling securities may result in a loss or
be costly to a fund. 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, the holder of a
registered security 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,
the holder might obtain a less favorable price than prevailed when it
decided to seek registration of the security.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase
agreement, a fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that
security at an agreed-upon price and time. The funds will enter into
reverse repurchase agreements with parties whose creditworthiness has
been reviewed and found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of fund assets and a fund's
yield and may be viewed as a form of leverage.
SHORT SALES "AGAINST THE BOX" are short sales of securities
that a fund owns or has the right to obtain (equivalent in kind or
amount to the securiti es sold short). Short sales against the box
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 in
connection with opening and closing short sales against the box.
S OURCES OF CREDIT OR LIQUIDITY SUPPORT. Issuers may employ various
forms of credit and liquidity enhancements, including letters of
credit, guarantees, puts, and demand features, and insurance provided
by domestic or foreign entities such as banks and other financial
institutions. FMR may rely on its evaluation of the credit of the
credit or liquidity enhancement provider in determining whether to
p urchase a security supported by such enhancement. 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
com mitment. Changes in the credit quality of the entity providing
the enhancement could affect the value of the security or a fund's
share price.
STR IPPED 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.
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 the principal payment, which
the dealer then sells.
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 money market funds.
TEMPORARY DEFENSIVE POLICIES. Tax-Exempt Fund 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.
VARIABLE AND FLOATING RATE SECURITIES provide for periodic
adjustments in 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 are structured with put features
that permit holders to demand payment of the unpaid principal balance
plus accrued interest from the issuers or certain financial
intermediaries.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS
involve a commitment to purchase or sell specific securities at a
predetermined price or yield in which payment and delivery take 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 pursuant to one of these transactions,
the purchaser assumes the rights and risks of ownership, including the
risks of price and yield fluctuations and the risk that the security
will not be issued as anticipated. Because payment for the securities
is not required until the delivery date, these risks are in addition
to the risks associated with a fund's investments. If a fund remains
substantially fully invested at a time when a purchase is outstanding,
the purchases may result in a form of leverage. When a fund has sold a
security pursuant to one of these transactions, 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, a fund could miss a favorable price or
yield opportunity or suffer a loss.
A fund may renegotiate a when-issued or forward transaction and may
sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.

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
the management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and investment
accounts for which it or its affiliates act as investment adviser. 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; the
reasonableness of any commissions; and, if app licable,
arrangements for payment of fund expenses.
If FMR grants investment management authority to a sub-adviser (see
the section entitled "Management Contracts"), that 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
above.
Each fund may execute portfolio transactions with broker-dealers
who provide research and execution services to the fund or other
investment accou nts 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, eco nomic fa ctors and trends, portfolio strategy,
and performance of investment accounts; and effect securities
transactions and perform functions incidental thereto (such as
clearance and settlement).
For transactions in fixed-income securities, FMR's selection of
broker-dealers is generally based on the availability of a security
and its price and, to a lesser extent, on the overall quality of
execution and other services, including research, provided by the
broker-dealer.
The receipt of research from broker-dealers that execute
transactions on behalf of a fund may be useful to FMR in rendering
investment management services to that fund or its other clients, and
conversely, such research provided by broker-dealers who have
executed transaction orders on behalf of other FMR clients may be
useful to FMR in carrying out its obligations to a fund. The receipt
of such research has not reduced FMR's normal independent research
activities; however, it enables FMR to avoid the additional expenses
that could be incurred if FMR tried to develop comparable information
through its own efforts.
Fixed-income securities are generally purchased from an issuer or
underwriter acting as principal for the securities, on a net basis
with no brokerage commission paid. However, the dealer is compensated
by a difference between the security's original purchase price and the
selling price, the so-called "bid-asked spread." Securities may also
be purchased from underwriters at prices that include underwriting
fees.
Subject to applicable limitations of the federal securities
laws, a fund may pay a broker-dealer 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 a 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
that fund or 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.
To the extent permitted by applicable law, FMR is authorized to
allocate portfolio transactions in a manner that takes into account
assistance received in the distribution of shares of the funds or
other Fidelity funds and to use the research services of brokerage and
other firms that have provided such assistance. FMR may use research
services provided by and place agency transactions with National
Financial S ervices Corporation (NFSC) and Fidelity Brokerage
Services Japan LLC (FBSJ), 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. Prior to December 9, 1997, FMR used research services
provided by and placed agency transactions with Fidelity Brokerage
Services (FBS), an indirect subsidiary of FMR Corp.
FMR may allocate brokerage transactions to broker-dealers
(including affiliates of FMR) who have entered into arrangements with
FMR under which the broker-dealer allocates a portion of the
commissions paid by a fund toward the reduction of that fund's
expenses. The transaction quality must, however, be comparable to
those of other qualified broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange
transactions for investment accounts which they or their
affiliates manage, unless certain requirements are satisfied. Pursuant
to such requirements, the Board of Trustees has authorized NFSC to
execute portfolio transactions on national securities exchanges in
accordance with approved procedures and applicable SEC rules.
The Trustees of each fund periodically review FMR's performance of
its responsibilities in connection with the placement of portfolio
transactions on behalf of the fund and review the commissions paid
by the fund over representative periods of time to determine if they
are reasonable in relation to the benefits to the fund.
For the fiscal years ended October 31, 1998, Prime Fund and
Treasury Fund paid [no] brokerage commissions [of $___ and $___,
respectively]. For the fiscal years ended October 31, 1998, Tax-Exempt
Fund paid [no] brokerage commissions [of $___].
For the fiscal year ended October 31, 1997, the fiscal period ended
October 31, 1996, and the fiscal year ended July 31, 1996, Prime Fund
and Treasury Fund paid no brokerage commissions. For the fiscal
years ended October 31, 1997 and 1996, Tax-Exempt Fund paid no
brokerage commissions.
For the fisca l year ended October 31, 1998 the funds paid [no]
brokerage commissions to firms that provided research services.
The Trustees of each fund have approved procedures in conformity
with Rule 10f-3 under the 1940 Act whereby a fund may purchase
securities that are offered in underwritings in which an affiliate of
FMR participates. These procedures prohibit the funds from directly or
indirectly benefiting an FMR affiliate in connection with such
underwritings. In addition, for underwritings where an FMR affiliate
participates as a principal underwriter, certain restrictions may
apply that could, among other things, limit the amount of securities
that the funds could purchase in the underwriting.
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 or its affiliates,
investment decisions for each fund are made independently from those
of other funds managed by FMR or investment 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 investment accounts.
Simultaneous transactions are inevitable when several funds and
investment 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 investment 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
Each class's net asset value per share (NAV) is the value of a
single share. The NAV of each class is computed by adding the class's
pro rata share of the value of the applicable fund's investments,
cash, and other assets, subtracting the class's pro rata share of the
applicable fund's liabilities, subtracting the liabilities allocated
to the class, and dividing the result by the number of shares of that
class that are outstanding.
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.
Securities of other open-end investment companies are valued at their
respective NAVs.
At such intervals as they deem appropriate, the Trustees consider
the extent to which NAV calculated by using market valuations
woul d deviate from the $1.00 per share calculated using amortized
cost valuation. If the Trustees believe that a deviation from a fund's
amortized cost per share may result in material dilution or other
unfair results to shareholders, the Trustees have agreed to take such
corrective action, if any, as they deem appropriate to eliminate or
reduce, to the extent reasonably practicable, the dilution or unfair
results. Such corrective action could include selling portfolio
instruments prior to maturity to realize capital gains or losses or to
shorten average portfolio maturity; withholding dividends; redeeming
shares in kind; establishing NAV by using available market quotations;
and su ch other measures as the Trustees may deem appropriate.

PERFORMANCE
A class 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 CALCULATION S. To compute the yield for each class of a
fund 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. Each class of a fund
also may calculate an effective yield by compounding the base
period return over a one-year period. In addition to the current
yield, each class of a fund may quote yields in advertising based on
any historical seven-day period. Yields for each class of a fund are
calculated on the same basis as other money market funds, as required
by applicable regulation.
Yield information may be useful in reviewing a class's performance and
in providing a basis for comparison with other investment
alternatives. However, a 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 a 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 t han the balance of the fund's holdings, thereby
reducing a class's current yield. In periods of rising interest rates,
the opposite can be expected to occur.
The tax-equivalent yield of a class of a municipal fund is the rate
an investor would have to earn from a fully taxable investment before
taxes to equal a class's tax-free yield. Tax-equivalent yields are
calculated by dividing a class's yield by the result of one minus a
specified federal income tax rate. If only a portion of a class's
yield is tax-exempt, only that portion is adjusted in the
calculation.
The followi ng table shows the effect of a shareholder's tax
status on effective yield under federal income tax laws for 1998. It
shows the approximate yield a taxable security must provide at various
income brackets to produce after-tax yields equivalent to those of
hypothetical federally tax-exempt obligations yielding from 2%
to 8%. Of course, no assurance can be given that a class of a fund
will achieve any specific tax-exempt yield. While Tax-Exempt Fund
invests principally in obligations whose interest is exempt from
federal income tax, other income received by the fund may be
taxable.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
[EXPECTED 1999(DAGGER) ] TAX RA TES AND TAX-EQUIVALENT YIELDS

FEDERAL IF INDIVIDUAL TAX-EXEMPT YIELD IS:

TAXABLE INCOME* MARGINAL 2% 3% 4% 5% 6% 7% 8%

SINGLE RETURN JOINT RETURN RATE** THEN TAXABLE-EQUIVALENT YIELD IS

$ $ % % % % % % %

</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.
(dagger) [ The 1999 tax rates are not expected to be materially
different from the expected 1999 tax rates shown above.]
Tax-Exempt Fund may invest a portion of its assets in obligations that
are subject to federal income tax. When a fund invests in these
obligations, its tax-equivalent yields 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
rein vesting dividends and capital gain distributions, and any
change in a class's NAV over a stated period. A class's total return
may be calculated by using the performance data of a previously
existing class prior to the date that the new class commenced
operations, adjusted to reflect differences in sales charges but not
12b-1 fees. A cumulative total return reflects actual performance over
a stated period of time. 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. Average
annual total returns covering periods of less than one year are
calculated by determining a class's total return for the period,
extending that return for a full year (assuming that return remains
constant over the year), and quoting the result as an annual
return. 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
a 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 may or may not include the
effect of a class's maximum sales charge. Excluding a class's sales
charge from a total return calculation produces a higher total return
figure. Total returns, yields, and other performance information may
be quoted numerically or in a table, graph, or similar illustration.
CALCULATING HISTORICAL FUND RESULTS. The following tables show
performance for each class of each fund calculated including certain
class expenses. Class B and Class C have a maximum CDSC of 5.00% and
1.00%, respectively, which is included in the average annual and
cumulative total returns. Capital Reserves Class, Daily Money Class,
Class B and Class C have a 12b-1 fee of 0.50%, 0.25%, 1.00% and 1.00%,
respectively which is included in the 7-day yield, tax-equivalent
yield, and average annual and cumulative total returns.
HISTORICAL FUND RESULTS. The following tables show 7-day yields and
total returns for each class of Prime Fund, Treasury Fund and
Tax -Exempt Fund and the tax-equivalent yield for each class of
Tax-Exempt Fund for the fiscal period ended October 31, 1998. Capital
Reserves Class of each fund commenced operations on October 31, 1997.
Capital Reserves Class returns prior to that date are those of Daily
Money Class, the original class of each fund, which did not have a
12b-1 fee until May 31, 1997. Returns from May 31, 1997 through
October 31, 1997 reflect a 12b-1 fee of 0.25%. If Capital Reserves
Class's 12b-1 fee had been reflected, total returns would have been
lower. Effective May 31, 1997, Daily Money Class shares pay a 12b-1
fee of 0.25%. If the Daily Money Class's 12b-1 fee had been reflected,
returns prior to May 31, 1997 would have been lower. Class B of
Treasury Fund commenced operations on July 1, 1994. Class B's returns
prior to that date are those of Daily Money Class, the original class
of the fund which did not have a 12b-1 fee at that time. If Class B's
12b-1 fee had been reflected, total returns prior to July 1, 1994
would have been lower. Class C of Treasury Fund commenced operations
on November 3, 1997. Class C returns prior to that date are those of
Class B which reflect a 12b-1 fee of 1.00%. The initial offering of
Class B began on July 1, 1994. Class C returns prior to July 1, 1994
are those of Daily Money Class, the original class of the fund, which
did not have a 12b-1 fee at that time. If Class C's 12b-1 fee had been
reflected, total returns prior to July 1, 1994 would have been lower.
The tax-equivalent yields for Tax-Exempt Fund are based on a 36%
federal income tax rate.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AVERAGE ANNUAL TOTAL RETURNS CUMULATIVE TOTAL RETURNS

SEVEN-DAY TAX- ONE FIVE TEN ONE FIVE TEN
YIELD EQUIVALENT YEAR YEARS YEARS YEAR YEARS YEARS
YIELD

PRIME FUND - % N/A % % % % % %
CAPITAL RESERVES
CLASS

PRIME FUND - % N/A % % % % % %
DAILY MONEY CLASS

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AVERAGE ANNUAL TOTAL RETURNS CUMULATIVE TOTAL RETURNS

SEVEN-DAY TAX- ONE FIVE TEN ONE FIVE TEN
YIELD EQUIVALENT YEAR YEARS YEARS YEAR YEARS YEARS
YIELD

TREASURY FUND - % N/A % % % % % %
CAPITAL RESERVES
CLASS

TREASURY FUND - % N/A % % % % % %
DAILY MONEY CLASS

TREASURY FUND - % N/A % % % % % %
ADVISOR B CLASS

TREASURY FUND - % N/A % % % % % %
ADVISOR C CLASS

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Average Annual Total Returns Cumulative Total Returns

Seven-Day Tax- One Five Ten One Five Ten
Yield Equivalent Year Years Years Year Years Years
Yield

Tax-Exempt Fund % % % % % % % %
Capital Reserves
Class

Tax-Exempt Fund % % % % % % % %
Daily Money Class

</TABLE>

Note: If FMR had not reimbursed certain class expenses during these
periods, each class's total returns would have been lower.
Note: If FMR had not reimbursed certain class expenses during these
periods, each class's yield and the tax equivalent yield for
Tax-Exempt Fund would have been:

Seven-Day Yield Tax-Equivalent Yield

Prime Fund - % N/A
Capital
Reserves Class

Prime Fund - % N/A
Daily Money
Class

Treasury Fund % N/A
- - Capital
Reserves Class

Treasury Fund % N/A
- - Daily Money
Class

Treasury Fund % N/A
- - Advisor B
Class

Treasury Fund % N/A
- - Advisor C
Class

Tax-Exempt % %
Fund - Capital
Reserves Class

Tax-Exempt % %
Fund - Daily
Money Class

The following tables show the income and capital elements of each
class's cumulative total return. The tables compare each class's
return to the record of the Standard & Poor's 500 Index (S&P 500), the
Dow Jones Industrial Average (DJIA), and the cost of living, as
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 fixed-income investments such as
the funds. The S&P 500 and DJIA returns 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.
The following tables show the growth in value of a hypothetical
$10,000 investment in each class of each fund during the 10-year
period ended 1998 or life of each fund, as applicable, assuming all
distributions were reinvested. Total returns are based on past results
and are n ot an indication of future performance. Tax consequences
of different investments have not been factored into the figures
below.
During the 10-year period ended October 31, 1998, a hypothetical
$10,000 investment in Capital Reserves Class of Prime Fund would have
grown to $______.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
PRIME FUND-CAPITAL RESERVES CLASS INDEXES

Fiscal Year Value of Value of Value of Total S&P 500 DJIA Cost of
Ended Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1998 $ $ $ $ $ $ $

1997 $ $ $ $ $ $ $

1996 $ $ $ $ $ $ $

1995 $ $ $ $ $ $ $

1994 $ $ $ $ $ $ $

1993 $ $ $ $ $ $ $

1992 $ $ $ $ $ $ $

1991 $ $ $ $ $ $ $

1990 $ $ $ $ $ $ $

1989 $ $ $ $ $ $ $

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Capital
Reserves Class of Prime Fund on November 1, 1988, the net amount
invest ed in Capital Reserves Class shares was $_____. 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 $______. 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
$______ for dividends. [The fund did not distribute any capital gains
during the period.] Capital Reserves class of Prime Fund commenced
operations on October 31, 1997. Capital Reserves class returns for the
fund prior to that date are those of Daily Money Class, the original
class of the fund, which did not have a 12b-1 fee unt il May 31,
1997. Returns from May 31, 1997 through October 31, 1998 reflect a
12b-1 fee of 0.25%. If Capital Reserves Class's 12b-1 fee had been
reflected, returns would have been lower.
During the 10-year period ended October 31, 1998, a hypothetical
$10,000 investment in Daily Money Class of Prime Fund would have grown
to $______ .

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
PRIME FUND-DAILY MONEY CLASS INDEXES

Fiscal Year Value of Value of Value of Total S&P 500 DJIA Cost of
Ended Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1998 $ $ $ $ $ $ $

1997 $ $ $ $ $ $ $

1996 $ $ $ $ $ $ $

1995 $ $ $ $ $ $ $

1994 $ $ $ $ $ $ $

1993 $ $ $ $ $ $ $

1992 $ $ $ $ $ $ $

1991 $ $ $ $ $ $ $

1990 $ $ $ $ $ $ $

1989 $ $ $ $ $ $ $

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Daily
Money Class of Prime Fund on November 1, 1988, the net amoun t
invested in Daily Money Class shares was $_____. 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 $______. 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
$______ for dividends. [The fund did not distribute any capital gains
durin g the period.] Effective May 31, 1997, Daily Money Class
shares of Prime Fund pay a 12b-1 fee of 0.25%. If Daily Money Class's
12b-1 fee had been reflected, returns prior to May 31, 1997 would have
been lower.
During the 10-year period ended October 31, 1998, a hypothetical
$10,000 investment in Capital Reserves Class of Treasury Fund would
have grown to $______ .

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY FUND-CAPITAL RESERVES CLASS INDEXES

Fiscal Year Value of Value of Value of Total S&P 500 DJIA Cost of
Ended Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1998 $ $ $ $ $ $ $

1997 $ $ $ $ $ $ $

1996 $ $ $ $ $ $ $

1995 $ $ $ $ $ $ $

1994 $ $ $ $ $ $ $

1993 $ $ $ $ $ $ $

1992 $ $ $ $ $ $ $

1991 $ $ $ $ $ $ $

1990 $ $ $ $ $ $ $

1989 $ $ $ $ $ $ $

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Capital
Reserves Class of Treasury Fund on November 1, 1988, the net
amoun t invested in Capital Reserves Class shares was $_____. 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 $______. 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
$______ for dividends. [The fund did not distribute any capital
gai ns during the period.] Capital Reserves class of Treasury Fund
commenced operations on October 31. 1997. Capital Reserves class
returns for the fund prior to that date are those of Daily Money
Class, the original class of the fund, which did not have a 12b-1
fee un til May 31, 1997. Returns from May 31, 1997 through
October 31, 1998 reflect a 12b-1 fee of 0.25%. If Capital Reserves
Class's 12b-1 fee had been reflected, returns would have been lower.
During the 10-year period ended October 31, 1998, a hypothetical
$10,000 investment in Daily Money Class of Treasury Fund would have
grown to $______.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY FUND-DAILY MONEY CLASS INDEXES

Fiscal Year Value of Value of Value of Total S&P 500 DJIA Cost of
Ended Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1998 $ $ $ $ $ $ $

1997 $ $ $ $ $ $ $

1996 $ $ $ $ $ $ $

1995 $ $ $ $ $ $ $

1994 $ $ $ $ $ $ $

1993 $ $ $ $ $ $ $

1992 $ $ $ $ $ $ $

1991 $ $ $ $ $ $ $

1990 $ $ $ $ $ $ $

1989 $ $ $ $ $ $ $

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Daily
Money Class of Treasury Fund on November 1, 1988, the net amount
invested in Daily Money Class shares was $_____. 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 $______. 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
$______ for dividends. [The fund did not distribute any capital gains
during the period.] Effective May 31, 1997, Daily Money Class
shares of Treasury Fund pay a 12b-1 fee of 0.25%. If Daily Money
Class's 12b-1 fee had been reflected, returns prior to May 31, 1997
would have been lower.
During the 10-year period ended October 31, 1998, a hypothetical
$10,000 investment in Advisor B Class of Treasury Fund would have
grown to $______, including the effect of Class B's maximum CDSC.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY FUND-ADVISOR B CLASS INDEXES

Fiscal Year Value of Value of Value of Total S&P 500 DJIA Cost of
Ended Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1998 $ $ $ $ $ $ $

1997 $ $ $ $ $ $ $

1996 $ $ $ $ $ $ $

1995 $ $ $ $ $ $ $

1994 $ $ $ $ $ $ $

1993 $ $ $ $ $ $ $

1992 $ $ $ $ $ $ $

1991 $ $ $ $ $ $ $

1990 $ $ $ $ $ $ $

1989 $ $ $ $ $ $ $

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Advisor
B Class of Treasury Fund on November 1, 1988, the net amount
in vested in Class B shares was $______. 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 $______.
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 $______ for dividends.
[The fund did not distribute any capital gains during the period.]
Class B of Treasury Fund commenced operations on July 1, 1994.
Class B's returns prior to that date are those of Daily Money Class,
the original class of the fund which did not have a 12b-1 fee at that
time. If Class B's 12b-1 fee had been reflected, returns prior to July
1, 1994 would have been lower.
During the 10-year period ended October 31, 1998, a hypothetical
$10,000 investment in Advisor C Class of Treasury Fund would have
grown to $______, including the effect of Class C's maximum CDSC.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TREASURY FUND-ADVISOR C CLASS INDEXES

Fiscal Year Value of Value of Value of Total S&P 500 DJIA Cost of
Ended Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1998 $ $ $ $ $ $ $

1997 $ $ $ $ $ $ $

1996 $ $ $ $ $ $ $

1995 $ $ $ $ $ $ $

1994 $ $ $ $ $ $ $

1993 $ $ $ $ $ $ $

1992 $ $ $ $ $ $ $

1991 $ $ $ $ $ $ $

1990 $ $ $ $ $ $ $

1989 $ $ $ $ $ $ $

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Advisor
C Class of Treasury Fund on November 1, 1988, the net amount invested
i n Class C shares was $_____. 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 $______. 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 $______ for dividends.
[The fund did not distribute any capital gains during the period.]
C lass C of Treasury Fund commenced operations on November 3, 1997.
Class C returns prior to that date are those of Class B which reflect
a 12b-1 fee of 1.00%. The initial offering of Class B began on July 1,
1994. Class C returns prior to July 1, 1994 are tho se of Daily
Money Class, the original class of the fund, which did not have a
12b-1 fee at that time. If Class C's 12b-1 fee had been reflected,
returns prior to July 1, 1994 would have been lower.
During the 10-year period ended October 31, 1998, a hypothetical
$10,000 investment in Capital Reserves Class of Tax-Exempt Fund would
have grown to $______.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TAX-EXEMPT FUND-CAPITAL RESERVES CLASS INDEXES

Fiscal Year Value of Value of Value of Total S&P 500 DJIA Cost of
Ended Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1998 $ $ $ $ $ $ $

1997 $ $ $ $ $ $ $

1996 $ $ $ $ $ $ $

1995 $ $ $ $ $ $ $

1994 $ $ $ $ $ $ $

1993 $ $ $ $ $ $ $

1992 $ $ $ $ $ $ $

1991 $ $ $ $ $ $ $

1990 $ $ $ $ $ $ $

1989 $ $ $ $ $ $ $

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Capital
Reserves Class of Tax-Exempt Fund on November 1, 1988, the net amount
invested in Capital Reserves Class shares was $______. 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 $______. 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
$______ for dividends. [The fund did not distribute any capital
gains during the period.] Capital Reserves class of Tax-Exempt
Fund commenced operations on October 31. 1997. Capital Reserves class
returns for the fund prior to that date are those of Daily Money
Class, the original class of the fund, which did not have a 12b-1
fee until M ay 31, 1997. Returns from May 31, 1997 through
October 31, 1998 reflect a 12b-1 fee of 0.25%. If Capital Reserves
Class's 12b-1 fee had been reflected, returns would have been lower.
During the 10-year period ended October 31, 1998, a hypothetical
$10,000 investment in Daily Money Class of Tax-Exempt Fund would have
grown to $______.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
TAX-EXEMPT FUND-DAILY MONEY CLASS INDEXES

Fiscal Year Value of Value of Value of Total S&P 500 DJIA Cost of
Ended Initial Reinvested Reinvested Value Living
$10,000 Dividend Capital Gain
Investment Distributions Distributions

1998 $ $ $ $ $ $ $

1997 $ $ $ $ $ $ $

1996 $ $ $ $ $ $ $

1995 $ $ $ $ $ $ $

1994 $ $ $ $ $ $ $

1993 $ $ $ $ $ $ $

1992 $ $ $ $ $ $ $

1991 $ $ $ $ $ $ $

1990 $ $ $ $ $ $ $

1989 $ $ $ $ $ $ $

</TABLE>

With an initial investment of $10,000 in Daily Money Class of
Tax-Exempt Fund on November 1, 1988, the net amount invested in Daily
Money Class shares was $_____. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividen ds
and capital gain distributions for the period covered (their cash
value at the time they were reinvested) amounted to $______. 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 $______ for
dividends. [The fund did not distribute any capital gains during the
period.] Effec tive May 31, 1997, Daily Money Class shares of
Tax-Exempt Fund pay a 12b-1 fee of 0.25%. If Daily Money Class's 12b-1
fee had been reflected, returns prior to May 31, 1997 would have been
lower.
PERF ORMANCE COMPARISO NS. A class'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 trading fees into
consideration, and are prepared without regard to tax consequences.
Lipper may also rank based on yield. In addition to the mutual fund
rankings, a class's performance may be compared to stock, bond, and
money market mutual fund performance indexes prepared by Lipper or
other organizations. When comparing these indexes, 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 class's performance may also be compared to
other mutual funds tracked by financial or business publications and
periodicals. For example, a class 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 clas s 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 indexes.
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
retu rns in the same method as the funds. The funds may also
compare performance to that of other compilations or indexes that may
be developed and made available in the future.
A class 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
AV ERAGES(trademark) /Government, which is reported in IBC's
MONEY FUND REPORT(trademark), covers over ___ government money market
funds. IBC's MONEY FUND REPORT AVERAGES(trademark)/All Taxable, which
is reported in IBC's MONEY FUND REPORT(trademark), covers over ___
taxable money market funds. IBC's MONEY FUND REPORT
AVERAGES(trademark)/All Tax-Free, which is reported in IBC's MONEY
FUND REPORT(trademark), covers over ___ 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; and
charitable giving. 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(Registered trademark),
a quarterly magazine provided free of charge to Fidelity fund
shareholders.
A class may pre sent its fund number, Quotron(trademark) number,
and CUSIP number, and discuss or quote the fund's 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 October 31, 1998, FMR advised over $__ billion in municipal
fund assets, $__ billion in money market fund assets, $___ billion in
equity fun d assets, $__ billion in international fund assets, and
$___ 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 of a fund 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

CLASS B AND CLASS C SHARES ONLY
The contingent def erred sales charge (CDSC) on Class B and
Class C shares may be waived (1) in the case of disability or death,
provided that the shares are redeemed within one year following the
death or the initial determination of disability; (2) in connection
with a total or partial redemption related to certain distributions
from retirement plans or accounts at age 70 1/2, which are permitted
without penalty pursuant to the Internal Revenue Code; (3) in
connection with redemptions through the Fidelity Advisor Systematic
Withdrawal Program; or (4) (for Class C only) in connection with
any redemptions from an employee benefit plan (including 403(b)
programs but otherwise as defined by ERISA).
A sales load waiver form must accompany these transactions.
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 each 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.

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. To the extent that a municipal fund's income is
designated as federally tax-exempt interest, the dividends declared by
the fund are also federally tax-exempt. Short-term capital gains are
taxable as dividends, but do not qualify for the dividends-received
deduction.
Tax-Exempt Fund 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 otherwise
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.
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 Fund's policies of
investing so that at least 80% of its income distributions 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.
A portion of the gain on municipal bonds purchased at market discount
after April 30, 1993 is taxable to shareholders as ordinary income,
not as capital gains. Dividends resulting from a recharacterization of
gain from the sale of bonds purchased at market discount after April
30, 1993 are not considered income for purposes of Tax-Exempt Fund's
policy of investing so that at least 80% of its income distributions
is free from federal income tax.
CAPITAL GAINS DISTRIBUTIONS. Each fund may distribute any
net realized capital gains once a year or more often, as
necessary.
As of October 31, 1998, Prime Fund had a capital loss carryforward
aggregating approximately $____. This loss carryforward, of which
$___, $___, and $___will expire on October 31, 199_, ____, and ____ ,
respectively, is available to offset future capital gains. [Of the
loss carryforward expiring in ______, $_____ was acquired in the
merger of Capital Reserves: Money Market Portfolio and is available to
offset future capital gains of Prime Fund to the extent provided by
regulations.]
As of October 31, 1998, Treasury Fund had a capital loss
carryforward aggregating approximately $____. This loss carryforward,
of which $___, $___, and $___will expire on October 31, 199_, ____,
and ____ , respectively, is available to offset future capital gains.
[Of the loss carryforward expiring in ______, $_____ was acquired in
the merger of Capital Reserves: U.S. Government Portfolio and is
available to offset future capital gains of Treasury Fund to the
extent provided by regulations.]
As of October 31, 1998, Tax-Exempt Fund had a capital loss
carryforward aggregating approximately $____. This loss carryforward,
of which $___, $___, and $___will expire on October 31, 199_, ____,
and ____ , respectively, is available to offset future capital gains.
[Of the loss carryforward expiring in ______, $_____ was acquired in
the merger of Capital Reserves: Municipal Money Market Portfolio and
is available to offset future capital gains of Tax-Exempt Fund to the
extent provided by regulations.]
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 pass-through 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 dividends from a fund will be the same as if you
directly owned a proportionate share of the U.S. Government
securities. Because the income earned on certain U.S. Government
securities is exempt from state and local personal income taxes, the
portion of dividends from a fund attributable to these securities will
also be free from state and local personal income taxes. The exemption
from state and local personal income taxation does not preclude states
from assessing other taxes on the ownership of U.S. Government
securities.
TAX STATUS OF THE FUNDS. Each fund intends to qualify each
year as a "regulated investment company" under Subchapter M of the
Internal Revenue Code 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 bas is, and intends to comply with other tax rules
applicable to regulated investment companies.
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. It is up to you or your tax-preparer to determine
w hether the sale of shares of a fund resulted in a capital gain or
loss or other tax consequence to you. 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.

TRUSTEES AND OFFICERS
The Trustees, Members of the Advisory Board, and executive officers
of the trust are listed below. The Board of Trustees governs each fund
and is responsible for protecting the interests of shareholders. The
Trustees are experienced executives who meet periodically throughout
the year to oversee each fund's activities, review contractual
arrangements with companies that provide services to each fund ,
and review each fund's performance. Except as indicated, each
individual has held the office shown or other offices in the same
company for the last five years. All persons named as Trustees and
Members of the Advisory Board also serve in similar capacities for
other funds advised by FMR or its affiliates The business address
of each Trustee, Member of the Advisory Board, 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 the trust or FMR are indicated by an asterisk (*).
* EDWARD C. JOHNSON 3d (68), 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 Fidelity Investments Money Management, Inc. (1998),
Fidelity Management & Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.
J. GARY BURKHEAD (57), Member of the Advisory Board (1997), is Vice
Chairman and a Member of the Board of Directors of FMR Corp .
(1997) and President of Fidelity Personal Investments and Brokerage
Group (1997). Previously, Mr. Burkhead served as President of Fidelity
Management & Research Company.
RALPH F. COX (66), Trustee, is President of RABAR Enterprises
(management consulting-engineering industry, 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 USA Waste Services,
Inc. (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 (66) , Trustee. 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 (5 5), 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 a Director of
LucasVarity 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 also is a Trustee of the Forum for International
Policy and of the Endowment Association of the College of William and
Mary. In addition, he is a member of the National Executive Board of
the Boy Scouts of America.
E. BRADLEY JONES (70), 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), 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
manufacturing, 1985-1995), Hyster-Yale Materials Handling, Inc.
(1985-1995), and Cleveland-Cliffs Inc. (mining), and as a Trustee of
First Union Real Estate Investments. In addition, he serves as a
Trustee of the Cleveland Clinic Foundation, where he has also been a
member of the Executive Committee as well as Chairman of the Board and
President, a Trustee and member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic
Florida.
DONALD J. KIRK (65) , 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 National Arts Stabilization Inc., Chairman of
the Board of Trustees of the Greenwich Hospital Association ,
Director of the Yale-New Haven Health Services Corp. (1998), 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 (55), Trustee, is Vice Chairman and Director of
FMR. 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). 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 (65), 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).
GERALD C. McDONOUGH (70), Trustee and Chairman of the
non-interested Trustees, is Chairman of G.M. Management Group
(strategic advisory services). Mr. McDonough is a Director of 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 and Brush-Wellman Inc. (metal
refining) from 1983-1997.
MARVIN L. MANN (65), Trust ee (1993), is Chairman of the Board,
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), Imation Corp. (imaging and
inf ormation storage, 1997).
* ROBERT C. POZEN (52), Trustee (1997) and Senior Vice
President, is also President and a Director of FMR (1997); and
President and a Director of Fidelity Investments Money Management,
Inc. (1998), Fidelity Management & Research (U.K.) Inc. (1997), and
Fidelity Management & Research (Far East) Inc. (1997). Previously, Mr.
Pozen served as General Counsel, Managing Director, and Senior Vice
President of FMR Corp.
THOMAS R. WILLIAMS (70), 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 ConAgra, Inc. (agricultural products), Georgia Power
Company (electric utility), National Life Insurance Company of
Vermont, American Software, Inc., and AppleSouth, Inc. (restaurants,
1992).
BOYCE I. GREER (41), is Vice President of Money Market Funds
(1997), Group Leader of the Money Market Group (1997), Senior Vice
Pr esident of FMR (1997), and Vice President of FIMM (1998). Mr.
Greer served as the Leader of the Fixed-Income Group for Fidelity
Management Trust Company (1993-1995) and was Vice President and Group
Leader of Municipal Fixed-Income Investments (1996-1997).
FRED L. HENNING, JR. (58), is Vice President of Fidelity's
Fixed-Income Group (1995), Senior Vice President of FMR (1995), and
Senior Vice President of FIMM (1998). Before assuming his current
responsibilities, Mr. Henning was head of Fidelity's Money Market
Division.
ROBERT K. DUBY (52), Vice President of Prime Fund (1996), is
Vice President of other funds advised by FMR and an employee of FMR
Texas Inc.
ROBERT LI TTERST (39), Vice President of Treasury Fund (1997),
is Vice President of other funds advised by FMR and an employee of FMR
Texas, Inc.
SCOTT A. OR R (36), Vice President of Tax-Exempt Fund (1995), is
Vice President of other funds advised by FMR and an employee of FMR
Texas Inc.
ERIC D. ROITER (50), Secretary (1998), is Vice President (1998) and
General Counsel of FMR (1998). Mr. Roiter was an Adjunct Member,
Faculty of Law, at Columbia University Law School (1996-1997). Prior
to joining Fidelity, Mr. Roiter was a partner at Debevoise & Plimpton
(1981-1997) and served as an Assistant General Counsel of the U.S.
Securities and Exchange Commission (1979-1981).
RICHARD A. SILVER (50), Treasurer (1997), is Treasurer of the
Fidelity funds and is an employee of FMR (1997). Before joining FMR,
Mr. Silver served as Executive Vice President, Fund Accounting &
Administration at First Data Investor Services Group, Inc.
(1996-1997). Prior to 1996, Mr. Silver was Senior Vice President and
Chief Financial Officer at The Colonial Group, Inc. Mr. Silver also
served as Chairman of the Accounting/Treasurer's Committee of the
Investment Company Institute (1987-1993).
STANLEY N. GRIFFITH (52), Assistant Vice President (1998), is
Assistant Vice President of Fidelity's Fixed-Income Funds (1998) and
an employee of FMR Corp.
JOHN H. COSTELLO (52), Assistant Treasurer, is an employee of
FMR.
LEONARD M. RUSH (52 ), 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 (40), Assistant Treasurer (1996), is Assistant
Treasurer of Fidelity's Fixed-Income Funds (1998) and an employe e
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 and Member of the Advisory Board of each fund for
his or her services for the fiscal year ended October 31, 1998, or
calendar year ended December 31, 1997, as applicable.

COMPENSATION TABLE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Trustees Aggregate Aggregate Aggregate Total
and Compensation Compensation Compensation Compensation
Members of the from from from from the
Advisory Board Prime Fund B, C, F Treasury Fund Tax-Exempt Fund Fund Complex*
B, D, F B, E, F A

J. Gary Burkhead ** $ 0 $ 0 $ 0 $ 0

Ralph F. Cox $ $ $ $ 214,500

Phyllis Burke Davis $ $ $ $ 210,000

Robert M. Gates *** $ $ $ $176,000

Edward C. Johnson 3d ** $ 0 $ 0 $ 0 $ 0

E. Bradley Jones $ $ $ $ 211,500

Donald J. Kirk $ $ $ $ 211,500

Peter S. Lynch ** $ 0 $ 0 $ 0 $ 0

William O. McCoy**** $ $ $ $ 214,500

Gerald C. McDonough $ $ $ $ 264,500

Marvin L. Mann $ $ $ $ 214,500

Robert C. Pozen** $ 0 $ 0 $ 0 $ 0

Thomas R. Williams $ $ $ $214,500

</TABLE>

* Information is for the calendar year ended December 31, 1997 for
230 funds in the complex.
** Interested Trustees of the funds and Mr. Burkhead are
compensated by FMR.
*** Mr. Gates was elected to the Board of Trustees of Newbury
Street Trust on May 9, 1997
**** Mr. McCoy was elected to the Board of Trustees of Newbury
Street on May 9, 1997
A Compensation figures include cash, amounts required to be
deferred, and may include amounts deferred at the election of
Trustees. For the calendar year ended December 31, 1997, the Trustees
accrued required deferred compensation from the funds as follows:
Ralph F. Cox, $75,000; Phyllis Burke Davis, $75,000; Robert M. Gates,
$62,500; E. Bradley Jones, $75,000; Donald J. Kirk, $75,000; William
O. McCoy, $75,000; Gerald C. McDonough, $87,500; Marvin L. Mann,
$75,000; and Thomas R. Williams, $75,000. Certain of the
non-interested Trustees elected voluntarily to defer a portion of
their compensation as follows: Ralph F. Cox, $53,699; Marvin L. Mann,
$53,699; and Thomas R. Williams, $62,462.
B Compensation figures include cash, and may include amounts
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: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.
D The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.
E The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $__; Phyllis Burke Davis, $__;
Robert M. Gates, $__; E. Bradley Jones, $__; Donald J. Kirk, $__;
William O. McCoy, $__; Gerald C. McDonough, $__; Marvin L. Mann, $__;
and Thomas R. Williams, $__.
F Certain of the non-interested Trustees' aggregate compensation
from a fund includes accrued voluntary deferred compensation as
follows: trustee name, dollar amount of deferred compensation, fund
name; trustee name, dollar amount of deferred compensation, fund name;
and trustee name, dollar amount of deferred compensation, fund
name.

Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under
the Plan are subject to vesting and are treated as though
equivalent dollar amounts had been invested in shares of a
cross-section of Fidelity funds including funds in each major
investment discipline and representing a majority of Fidelity's assets
under management (the Reference Funds). The amounts ultimately
received by the Trustees under the Plan will be directly linked to the
investment performance of the Reference Funds. 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 the
Reference Funds under the Plan without shareholder approval.
[As of __________ __, 19__, the Trustees, Members of the Advisory
Board, and officers of each fund owned, in the aggregate, less than 1%
of each fund's total outstanding shares.]
As of _________ __, 19__, the following owned of record or
beneficially 5% or more (up to and including 25%) of each class's
outstanding shares:
[As of November 30, 1998, approximately ____% of Prime Fund's total
outstanding shares were held by [__________]; approximately ___% of
Treasury Fund's total outstanding shares were held by [__________];
and approximately ___% of Tax-Exempt Fund's total outstanding shares
were held by [___________].
A shareholder o wning 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.]

CONTROL OF INVESTMENT ADVISERS
FMR Corp., organized in 1972, is the ultimate parent company of FMR
and FIMM. 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 investment accounts 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.

MANAGEMENT CONTRACTS
Each fund has entered into a management contract with FMR, pursuant
to which FMR furnishes investment advisory and other services.
MANAGEMENT SERVICES. Under the terms of its management
contract with each fund, FMR acts as investment adviser and, subject
to th e supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies and limitations. FMR also provides each fund with all
necessary office facilities and personnel for servicing the fund's
investments, compensates all officers of each fund and all Trustees
who are "interested persons" of the trust or of FMR, and all personnel
of each fund or FMR performing services relating to research,
statistical and investment activities.
In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of 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 securities laws and
making necessary filings under state securities laws; developing
man agement and shareholder services for each fund; and
furnishing reports, evaluations and analyses on a variety of subjects
to the Trustees.
MANAGEMENT-RELATED EXPENSES. In addition to the management fee payable
to FMR and the fees payable to the transfer, dividend
disbursing , and shareholder servicing agent, and pricing and
bookkeeping agent, each fund or each class thereof, as applicable,
pays all of its expenses that are not assumed by those parties. Each
fund 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. Each fund's management
contract further provides that the fund will pay for typesetting,
printing, and mailing prospectuses, statements of additional
information, notices, and reports to shareholders; however, under the
terms of each fund's transfer agent agreement, the transfer agent
bears the costs of providing these services to existing
shareholders of the applicable classes. Other expenses paid by each
fund include interest, taxes, brokerage commissions, the fund's
proportionate share of insurance premiums and Investment Company
Institute dues, and the costs of registering shares under federal
securities laws and making necessary filings under 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.
MANAGEMENT FEES. For the services of FMR under each management
contract, each fund pays FMR a monthly management fee at the
annual rate of 0.25% of the fund's average net assets throughout
the month.
The following table shows the amount of management fees paid by each
fund to FMR for the past three fiscal years.

Fund Fiscal Years Ended Management Fees
Paid to FMR(dagger)

Prime Fund 10/31/98 $

10/31/97 $

10/31/96* $

7/31/96 $

Treasury Fund 10/31/98 $

10/31/97 $

10/31/96* $

7/31/96 $

Tax-Exempt 10/31/98 $
Fund

10/31/97 $

10/31/96 $

* For the period August 1, 1996 through October 31, 1996. The fiscal
year-end of Prime Fund and Treasury Fund changed from July 31 to
October 31 in October 1996.
(dagger) On May 31, 1997, FMR reduced the management fee rate paid
by Prime Fund, Treasury Fund, and Tax-Exempt Fund from 0.50% to
0.25%.

FMR may, from time to time, voluntarily reimburse all or a portion of
a class's operating expenses (exclusive of interest, taxes,
brokerage commissions and extraordinary expenses), which is
subject to revision or termination. 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 a class's total returns
and yield, and repayment of the reimbursement by a class will lower
its total returns and yield.
During the past three fiscal periods, FMR voluntarily agreed to
reimburse Daily Money Class, Capital Reserves Class, Advisor B Class
and Advisor C Class, if and to the extent that its aggregate operating
expenses, including management fees, were in excess of an annual
rate of its average net assets. The tables below show the periods
of reimbursement and levels of expense limitations; the dollar amount
of management fees incurred under each fund's contract before
reimbursement; and the dollar amount of management fees reimbursed by
FMR under the expense reimbursement for each period.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Aggregate Fiscal Years Management Amount of
Operating Ended Fee Before Management Fee
Expense October 31, Reimbursement Reimbursement
Limitation

Pri me Fund - 0.90% 1998 $ $
Capital Reserves Class

Aggregate Fiscal Years Management Amount of
Operating Ended Fee Before Management Fee
Expense October 31, Reimbursement Reimbursement
Limitation

Prime Fund - 0.65% 1998 $ $
Daily Money Class

1997 $ 9,982,329 $ 2,609,321

1996* $ 3,212,443 $ 819,006

July 31, 1996 $ 12,172,452 $ 2,935,819

Aggregate Fiscal Years Management Amount of
Operating Ended Fee Before Management Fee
Expense October 31, Reimbursement Reimbursement
Limitation

Treasury Fund - 0.90% 1998 $ $
Capital Reserves Clas s

Aggregate Fiscal Years Management Amount of
Operating Ended Fee Before Management Fee
Expense October 31, Reimbursement Reimbursement
Limitation

Treasury Fund - 0.65% 1998 $ $
Daily Money Class

1997 $ 5,998,124 $ 1,340,816

1996* $ 2,327,773 $ 169,465

July 31, 1996 $ 10,004,781 $ 910,404

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Periods of Aggregate Fiscal Years Management Amount of
Expense Limitation Operating Ended Fee Before Management
From To Expense October 31, Reimbursement Fee
Limitation Reimbursement

Treasury Fund - January 1, -- 1.40% 1998 $ $
Advisor B Class 1997

1997 $ 5,998,124 $ 69,692

July 1, December 31, 1.35% 1996* $ 2,327,773 $ 23,973
1994 1996

July 31, 1996 $ 10,004,781 $ 59,376

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Aggregate Fiscal Years Management Fee Amount of
Operating Expense Ended Before Management Fee
Limitation October 31, Reimbursement Reimbursement

Treasury Fund - 1.40% 1998** $ $
Advisor C Class

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Aggregate Fiscal Years Management Fee Amount of
Operating Expense Ended Before Management Fee
Limitation October 31, Reimbursement Reimbursement

Tax-Exempt Fund - 0.90% 1998 $ $
Capital Reserves Class

Aggregate Fiscal Years Management Fee Amount of
Operating Expense Ended Before Management Fee
Limitation October 31, Reimbursement Reimbursement

Tax-Exempt Fund - 0.65% 1998 $ $
Daily Money Class

1997 $ 1,851,325 $ 636,733

1996 $ 2,607,230 $ 543,729

</TABLE>

* For the period August 1, 1996 through October 31, 1996. The fiscal
year-end of Prime Fund and Treasury Fund changed from July 31 to
October 31 in October 1996.
** For the period November 3, 1997 (commencement of sale of Advisor
C Class shares) through October 31, 1998.

SUB-ADVISERS. FMR has entered into a sub-advisory agreement with FIMM
pursuant to which FIMM has primary responsibility for providing
portfolio investment management services to the funds. Previously, FMR
Texas Inc. (FMR Texas) had primary responsibility for providing
investment management services to the funds. On January 23, 1998, FMR
Texas was merged into FIMM, which succeeded to the operations of FMR
Texas.
Under the terms of the sub-advisory agreements for Prime Fund,
Treasury Fund, and Tax-Exempt Fund, FMR pays FIMM fees equal to 50% of
the management fee payable to FMR under its management contract with
each fund. The fees paid to FIMM are not reduced by any voluntary or
mandatory expense reimbursements that may be in effect from time to
time.
Fees paid to FMR Texas by FMR on behalf of Prime Fund, Treasury
Fund, and Tax-Exempt Fund for the past three fiscal years are shown in
the table below.

Fund Fiscal Year Ended Fees Paid to FMR Texas

Prime Fund 10/31/98* $

10/31/97 $ 3,257,703

10/31/96** $ 900,563

7/31/96 $ 3,398,817

Treasury Fund 10/31/98* $

10/31/97 $ 1,691,929

10/31/96** $ 521,771

7/31/96 $ 2,098,350

Tax-Exempt Fund 10/31/98* $

10/31/97 $ 584,482

10/31/96 $ 627,563

* For the period January 23, 1998 through October 31, 1998, FMR
paid fees to FIMM.
** For the period August 1, 1996 through October 31, 1996. The
fiscal year-end of Prime Fund and Treasury Fund changed from July 31
to October 31 in October 1996.

DISTRIBUTION SERVICES
Each fund has entered into a distribution agreement with FDC, an
affiliate of FMR. 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 the fund, which are
continuously offered at NAV. Promotional and administrative expenses
in connection with the offer and sale of shares are paid by FMR.
Sales charge revenues collected and retained by FDC for the past
three fiscal years are shown in the table below.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
CDSC Revenue

Fiscal Year Amount Paid Amount Retained
Ended to FDC by FDC

Treasury Fund - Advisor B Class October 31, 1998 $ $

October 31, 1997 $ 152,671 $ 152,671

October 31, 1996* $ 26,013 $ 26,013

July 31, 1996 $ 33,539 $ 33,539

Treasury Fund - Advisor C Class October 31, 1998** $ $

</TABLE>

* For the period August 1, 1996 through October 31, 1996. The
fiscal year-end of Treasury Fund changed from July 31 to October 31 in
October 1996.
** For the period November 3, 1997 (commencement of sale of Advisor
C Class shares) through October 31, 1998.

The Trustees have approved Distribution and Service Plans on behalf
of Capital Reserves Class and Daily Money Class of Prime Fund,
Treasury Fund and Tax-Exempt Fund, and Advisor B Class, and Advisor C
Class of Treasury Fund (the Plans) pursuant to Rule 12b-1 under the
1940 Act (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 the fund
except pursuant to a plan approved on behalf of the fund under the
Rule. The Plans, as approved by the Trustees, allow Capital Reserves
Class, Daily Money Class, Advisor B Class (Class B), and Advisor C
Class (Class C) 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 Capital Reserves Class Plan, FDC is paid a monthly
12b-1 fee at an annual rate of 0.50% of Capital Reserves Class's
average net assets determined at the close of business on each day
throughout the month. FDC may reallow to intermediaries, such as
banks, broker-dealers and other service-providers, up to an annual
rate of 0.50% of the average net assets they maintain, for providing
services intended to result in the sale of Capital Reserves Class
shares and/or shareholder support services.
Pursuant to each Daily Money Class Plan, FDC is paid a monthly
12b-1 fee at an annual rate of 0.25% of Daily Money Class's average
net assets determined at the close of business on each day throughout
the month. FDC may reallow to intermediaries, such as banks,
broker-dealers and other service-providers, up to an annual rate of
0.25% of the average net assets they maintain, for providing services
intended to result in the sale of Daily Money Class shares and/or
shareholder support services. Intermediaries that maintain an
aggregate balance of at least $50,000 in Daily Money Class shares are
eligible for compensation.
Pursuant to the Class B Plan, FDC is paid a monthly 12b-1
(distribution) fee at an annual rate of 0.75% of Class B's average net
assets determined at the close of business on each day throughout the
month. Class B also pays FDC a monthly 12b-1 (service) fee at an
annual rate of 0.25% of its average net assets determined at the close
of business on each day throughout the month.
Currently, FDC retains the full amount of 12b-1 (distribution) fees
paid by Class B as compensation for providing services intended to
result in the sale of Class B shares, and FDC may reallow up to the
full amount of 12b-1 (service) fees paid by Class B to intermediaries,
such as banks, broker-dealers and other service-providers for
providing shareholder support services.
Pursuant to the Class C Plan, FDC is paid a monthly 12b-1
(distribution) fee at an annual rate of 0.75% of Class C's average net
assets determined at the close of business on each day throughout the
month. Class C also pays FDC a monthly 12b-1 (service) fee at an
annual rate of 0.25% of its average net assets determined at the close
of business on each day throughout the month.
Currently and except as provided below, for the first year of
investment, FDC retains the full amount of 12b-1 (distribution) fees
paid by Class C as compensation for providing services intended to
result in the sale of Class C shares and retains the full-amount of
12b-1 (service) fees paid by Class C for providing shareholder support
services. Normally, after the first year of investment, FDC may
reallow up to the full amount of 12b-1 (distribution) fees paid by
Class C to intermediaries, such as banks, broker-dealers and other
service-providers for providing services intended to result in the
sale of Class C shares, and may reallow up to the full amount of 12b-1
(service) fees paid by Class C to intermediaries for providing
shareholder support services. For purchases of Class C shares made for
an employee benefit plan (including 403(b) programs, but otherwise as
defined in ERISA) or through reinvested dividends or capital gain
distributions, during the first year of investment and thereafter, FDC
may reallow up to the full amount of 12b-1 (distribution) fees paid by
such Class C shares to intermediaries for providing services intended
to result in the sale of Class C shares, and may reallow up to the
full amount of 12b-1 (service) fees paid by such Class C shares to
intermediaries for providing shareholder support services.
For the fiscal year ended October 31, 1998 , Capital Reserves Class
paid FDC 12b-1 fees of $_____, of which FDC paid $____ to
intermediaries and retained $____. Amounts retained by FDC represent
fees paid to FDC but not yet reallowed to intermediaries as of the
close of the period reported and fees paid to FDC that are not
eligible to be reallowed to intermediaries. Amounts not eligible for
reallowance are retained by FDC for use in its capacity as
distributor.
For the fiscal year ended October 31, 1998, Daily Money Class paid
FDC 12b-1 fees of $_____, of which FDC paid $____ to intermediaries
and retained $____. Amounts retained by FDC represent fees paid to FDC
but not yet reallowed to intermediaries as of the close of the period
reported and fees paid to FDC that are not eligible to be reallowed to
intermediaries. Amounts not eligible for reallowance are retained by
FDC for use in its capacity as distributor.
For the fiscal year ended October 31, 1998, Class B paid FDC 12b-1
(distribution) fees of $_____, of which FDC paid $____ to
intermediaries and retained $____. These amounts are retained by FDC
for use in its capacity as distributor.
In addition, for the fiscal year ended October 31, 1998, Class B
paid FDC 12b-1 (service) fees of $_____, of which FDC paid $____ to
intermediaries and retained $____. Amounts retained by FDC represent
fees paid to FDC but not yet reallowed to intermediaries as of the
close of the period reported and fees paid to FDC that are not
eligible to be reallowed to intermediaries. Amounts not eligible for
reallowance are retained by FDC for use in its capacity as
distributor.
For the fiscal year ended October 31, 1998, Class C paid FDC 12b-1
(distribution) fees of $_____, of which FDC paid $____ to
intermediaries and retained $____. Amounts retained by FDC represent
fees paid to FDC but not yet reallowed to intermediaries as of the
close of the period reported and fees paid to FDC that are not
eligible to be reallowed to intermediaries. Amounts not eligible for
reallowance are retained by FDC for use in its capacity as
distributor.
In addition, for the fiscal year ended October 31, 1998, Class C
paid FDC 12b-1 (service) fees of $_____, of which FDC paid $____ to
intermediaries and retained $____. Amounts retained by FDC represent
fees paid to FDC but not yet reallowed to intermediaries as of the
close of the period reported and fees paid to FDC that are not
eligible to be reallowed to intermediaries. Amounts not eligible for
reallowance are retained by FDC for use in its capacity as
distributor.
Under each 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. Each 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 providing services
intended to result in the sale of the applicable class's shares and/or
shareholder support servicies, including payments made to
intermediaries that provide those services. Currently, the Board of
Trustees has authorized such payments.
[Payments made by FMR through FDC to intermediaries for the fiscal
year ended 1998 amounted to $____ for Capital Reserves Class, $____
for Daily Money Class, $____ for Class B, and $_____ for Class C.]
[FMR made no payments through FDC to intermediaries for the fiscal
year ended 1998.]
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and
determined that there is a reasonable likelihood that the Plan will
benefit the applicable class of each fund and its shareholders. To the
extent that each Plan gives FMR and FDC greater flexibility in
connection with the distribution of shares of the applicable class,
addi tional sales of fund shares or stabilization of cash flows
may result. Furthermore, certain shareholder support services may be
provided more effectively under the Plans by local entities with whom
shareholders have other relationships.
Each Plan does not provide for specific payments by the applicable
class 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.
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.

T RANSFER AND SERVICE AGENT AGREEMENTS
Each class of Prime Fund and Treasury F und has entered into a
transfer agent agreement with FIIOC, an affiliate of FMR. Under the
terms of the agreements, FIIOC performs transfer agency, dividend
disbursing, and shareholder services for each class of each fund.
Each class of Tax-Exempt Fund has entered into a transfer agent
agreement with UMB, which is located at 1010 Grand Avenue, Kansas
City, Missouri. Under the terms of the agreements, UMB provides
transfer agency, dividend disbursing, and shareholder services for
each class of the fund. UMB in turn has entered into a sub-transfer
agent agreement with FIIOC. Under the terms of the sub-agreement,
FIIOC performs all processing activities associated with providing
these services for each class of the fund and receives all related
transfer agency fees paid to UMB.
For providing transfer agency services, FIIOC receives an
asset-based fee paid monthly with respect to each account in a
fund.
FIIOC pays out-of-pocket expenses associated with providing transfer
agent services. In addition, FIIOC bears the expense of typesetting,
printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
existing shareholders, with the exception of proxy statements.
Prime Fund a nd Treasury Fund have also entered into service
agent agreements with FSC, an affiliate of FMR. Under the terms of the
agreements, FSC calculates the NAV and dividends for each class of
each fund and maintains each fund's portfolio and general accounting
records.
Tax-Exempt Fund has also entered into a service agent agreement with
UMB. Under the terms of the agreement, UMB provides pricing and
bookkeeping services for the fund. UMB in turn has entered into a
sub-service agent agreement with FSC. Under the terms of the
sub-agreement, FSC performs all processing activities associated with
providing these services, including calculating the NAV and dividends
for each class of the fund and maintaining the fund's portfolio and
general accounting records, and receives all related pricing and
bookkeeping fees paid to UMB.
For providing pricing and bookkeeping services, FSC receives a monthly
fee based on each fund's average daily net assets through out the
month. The annual fee rates for pricing and bookkeeping services are
.0175% for money market funds of the first $500 million of average net
assets and .0075% for money market funds of average net assets in
excess of $500 million. The fee, not including reimbursement for
out-of-pocket expenses, is limited to a minimum of $40,000 and a
maximum of $800,000 per year.
Pricing and bookkeeping fees, including reimbursement for
out-of-pocket expenses, paid by the funds to FSC for the past three
fiscal years are shown in the table below.

Fund 1998 1997 1996 1996

Prime Fund $* $ 240,888* $ 60,667** $233,579***

Treasury Fund $* $ 160,798* $ 47,493** $200,897***

Tax-Exempt Fund $* $ 100,283* $ 107,140* N/A

* Year ended October 31
** For the period August 1, 1996 through October 31, 1996. The
fiscal year-end of Prime Fund and Treasury Fund changed from July 31
to October 31 in October 1996.
*** Year ended July 31

DESCRIPTION OF THE TRUST
T RUST ORGANIZATION. Prime Fund, Treasury Fund, and Tax-Exempt Fund
are funds of Newbury Street Trust, an open-end management investment
company organized as a Delaware business trust on June 20, 1991. On
May 30, 1997, Newbury Street Trust changed its name from Daily
Tax-Exempt Money Fund to Newbury Street Trust. Currently, there are
three funds in Newbury Street Trust: Prime Fund, Treasury Fund, and
Tax-Exempt Fund. The Trustees are permitted to create additional funds
in the trust and to create additional classes of the funds.
The assets of the trust received for the issue or sale of shares of
each fund and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets
of each fund in the trust shall be charged with the liabilities and
expenses attributable to such fund, except that liabilities and
expenses may be allocated to a particular class. Any general expenses
of the trust shall be allocated between or among any one or more of
the funds or classes.
SHAREHOLDER LIABILITY. Th e 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 Instrument contains an express disclaimer of
shareholder liability for the debts, liabilities, obligations, and
expenses of the trust. The Trust Instrument provides that the trust
shall not have any claim against shareholders except for the payment
of the purchase price of shares and requires that each agreement,
obligation, or instrument entered into or executed by the trust or the
Trustees relating to the trust or to a fund shall include a provision
limiting the obligations created thereby to the trust or to one or
more funds and its or their assets. The Trust Instrument further
provides that shareholders of a fund shall not have a claim on or
right to any assets belonging to any other fund.
The Trust Instrument provides for indemnification out of each
fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund solely by reason of
his or her being or having been a shareholder and not because of his
or her acts or omissions or for some other reason. The Trust
Instrument also provides 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 a 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. 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, you are entitled to one vote for each
dollar of net asset value you own. The voting rights of
shareholders can be changed only by a shareholder vote. Shares may be
voted in the aggregate, by fund and by class.
The shares have no preemptive or for Capital Reserves Class, Daily
Money Class and Advisor C Class shares, conversion rights. Shares are
fully paid and nonassessable, except as set forth under the heading
"Shareholder Liability" above.
The trust or any of its funds may be terminated upon the sale of
its assets to another open-end management investment company or series
thereof, or upon liquidation and distribution of its assets. Generally
such terminations must be approved by a vote of shareholders. In the
event of the dissolution or liquidation of the trust, shareholders of
each of its funds are entitled to receive the underlying assets of
such fund available for distribution. In the event of the dissolution
or liquidation of a fund, shareholders of that fund are entitled to
receive the underlying assets of the fund available for
distribution.
Under the Trust Instrument, the Trustees may, without shareholder
vote, in order to change the form of organization of the trust cause
the trust to merge or consolidate with one or more trusts,
partnerships, associations, limited liability companies or
corporations, as long as the surviving entity is an open-end
management investment company, or is a fund thereof, that will succeed
to or assume the trust's registration statement, or cause the trust to
incorporate under Delaware law.
CUSTODIAN. The Bank of New York, 110 Washington Street, New York, New
York, is custodian of the assets of Prime Fund and Treasury
Fund (the taxable funds). UMB Bank, n.a., 1010 Grand Avenue,
Kansas City, Missouri, is custodian of the assets of the Tax-Exempt
Fund. Each custodian is responsible for the safekeeping of a fund's
assets and the appointment of any subcustodian banks and clearing
agencies. The Chase Manhattan Bank, headquartered in New York,
also may serve as special purpose custodian of certain assets of the
taxable funds in connection with repurchase agreement transactions.
FMR, it s officers and directors, its affiliated companies, and
members of 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.
AUDITOR. ____ ________________ serves as the trust's independent
accountant. The auditor examines financial statements for the funds
and provides other audit, tax, and related services.

FINANCIAL STATEMENTS
Each fund's financial statements and financial highlights for the
fiscal year ended October 31, 1998, and reports of the auditors, are
included in the funds' Annual Report and are incorporated herein by
reference.

APPENDIX
Fidelity, Fidelity Investments, Fidelity Investments & (Pyramid)
Design, and the Pyramid Design are registered trademarks of FMR
Corp.
THE THIRD PARTY MARKS APPEARING ABOVE ARE THE MARKS OF THEIR
RESPECTIVE OWNERS.

Newbury Street Trust
PART C. OTHER INFORMATION

Item 23. Exhibits
(a) (1) Trust Instrument for Daily Tax-Exempt Money Fund II, dated
June 20, 1991 is incorporated herein by reference to Exhibit 1(a) of
Post-Effective Amendment No. 20.
(2) Certificate of Trust for Daily Tax-Exempt Money Fund II, dated
June 20, 1991, is incorporated herein by reference to Exhibit 1(b) of
Post-Effective Amendment No. 17.
(3) Certificate of Amendment of Daily Tax-Exempt Money Fund II to
Daily Tax-Exempt Money Fund, dated January 29, 1992 is incorporated
herein by reference to Exhibit 1(c) of Post-Effective Amendment No.
26.
(4) Supplement to Trust Instrument of Daily Tax-Exempt Money Fund,
dated March 31, 1997, is incorporated herein by reference to Exhibit
1(d) of Post-Effective Amendment No. 29.
(5) Certificate of Amendment of Daily Tax-Exempt Money Fund to
Newbury Street Trust is incorporated herein by reference to Exhibit
1(e) of Post-Effective Amendment No. 30.
(b) ByLaws of the Trust as amended and dated May 19, 1994, are
incorporated herein by reference to Exhibit 2(a) of Fidelity Union
Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
(c) Not applicable.
(d) (1) Management Contract dated May 30, 1997, between Newbury Street
Trust, on behalf of Treasury Fund, and Fidelity Management & Research
Company is incorporated herein by reference to Exhibit 5(a) of
Post-Effective Amendment No. 32.
(2) 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)) is
incorporated herein by reference to Exhibit 5(b) of Post-Effective
Amendment No. 25.
(3) Management Contract dated May 30, 1997, between Newbury Street
Trust, on behalf of Prime Fund, and Fidelity Management & Research
Company is incorporated herein by reference to Exhibit 5(c) of
Post-Effective Amendment No. 32.
(4) Management Contract dated May 30, 1997 between Newbury Street
Trust, on behalf of Tax-Exempt Fund, and Fidelity Management &
Research Company is incorporated herein by reference to Exhibit 5(d)
of Post-Effective Amendment No. 32.
(5) Sub-Advisory Agreement dated May 30, 1997, between FMR Texas Inc.
and Fidelity Management & Research Company, on behalf of Prime Fund is
incorporated herein by reference to Exhibit 5(e) of Post-Effective
Amendment No. 32.
(6) Sub-Advisory Agreement dated May 30, 1997, between FMR Texas Inc.
and Fidelity Management & Research Company, on behalf of Treasury Fund
is incorporated herein by reference to Exhibit 5(f) of Post-Effective
Amendment No. 32.
(e) (1) Form of General Distribution Agreement between Newbury Street
Trust, on behalf of Prime Fund, and Fidelity Distributors Corporation
is filed herein as Exhibit e(1).
(2) Form of General Distribution Agreement between Newbury Street
Trust, on behalf of Treasury Fund, and Fidelity Distributors
Corporation is filed herein as Exhibit e(2).
(3) Form of General Distribution Agreement between Newbury Street
Trust, on behalf of Tax-Exempt Fund, and Fidelity Distributors
Corporation is filed herein as Exhibit e(3).
(4) Form of Selling Dealer Agreement for Bank Related Transactions
(most recently revised January, 1997) is filed herein as Exhibit e(4).
(5) Form of Selling Dealer Agreement (most recently revised January,
1997) is filed herein as Exhibit e(5).
(6) Form of Bank Agency Agreement (most recently revised January,
1997) is filed herein as Exhibit e(6).
(7) 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) is incorporated herein
by reference to Exhibit 6(b) of Post-Effective Amendment No. 25.
(8) 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) is incorporated herein by reference to Exhibit
6(c) of Post-Effective Amendment No. 25.
(9) Service Contract 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) is incorporated herein by
reference as Exhibit 6(g) of Daily Money Fund's Post-Effective
Amendment No. 34.
(10) 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) is incorporated herein by reference as
Exhibit 6(h) of Daily Money Fund's Post-Effective Amendment No. 34.
(11) Service Contract between Fidelity Distributors Corporation and
"Qualified Recipients" with respect to Capital Reserves Class shares
of Prime Fund, Tax-Exempt Fund and Treasury Fund is incorporated
herein by reference to Exhibit 6(m) of Post-Effective Amendment No.
32.
(12) Service Contract (Administrative and Recordkeeping Services
Only) between Fidelity Distributors Corporation and "Qualified
Recipients" with respect to Capital Reserves Class shares of Prime
Fund, Tax-Exempt Fund and Treasury Fund is incorporated herein by
reference to Exhibit 6(n) of Post-Effective Amendment No. 32.
(f) (1) 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.
(2) 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.
(g) (1) Custodian Agreement and Appendix C, dated December 1, 1994,
between The Bank of New York and Newbury Street Trust on behalf of
Prime Fund and Treasury 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).
(2) Appendix A, dated June 18, 1998, to the Custodian Agreement,
dated December 1, 1994, between The Bank of New York and Newbury
Street Trust on behalf of Prime Fund and Treasury Fund is
incorporated herein by reference to Exhibit 8(b) of Fidelity Boston
Street Trust's Post-Effective Amendment No. 22 (File No. 33-17704).
(3) Appendix B, dated June 18, 1998, to the Custodian Agreement,
dated December 1, 1994, between The Bank of New York and Newbury
Street Trust on behalf of Prime Fund and Treasury Fund is incorporated
herein by reference to Exhibit 8(c) of Fidelity Boston Street Trust's
Post-Effective Amendment No. 22 (File No. 33-17704).
(4) Custodian Agreement, Appendix B, and Appendix C, dated December
1, 1994, between UMB Bank, n.a. and Newbury Street Trust on behalf of
Tax-Exempt Fund is incorporated herein by reference to Exhibit 8 of
Fidelity California Municipal Trust's Post-Effective Amendment No. 28
(File No. 2-83367).
(5) Appendix A, dated September 18, 1997, to the Custodian Agreement,
dated December 1, 1994, between UMB Bank, n.a. and Newbury Street
Trust on behalf of Tax-Exempt Fund is incorporated herein by reference
to Exhibit 8(b) of Fidelity Municipal Trust II's Post-Effective
Amendment No. 17 (File No. 33-43986).
(6) Fidelity Group Repo Custodian Agreement among The Bank of New
York, J. P. Morgan Securities, Inc., and the Fidelity Funds, is
incorporated herein by reference to Exhibit 8(d) of Fidelity
Institutional Cash Portfolio's Post-Effective Amendment No. 31.
(7) Schedule 1 to the Fidelity Group Repo Custodian Agreement among
The Bank of New York, J. P. Morgan Securities, Inc., and the Fidelity
Funds is incorporated herein by reference to Exhibit 8(e) of Daily
Money Fund's Post-Effective Amendment No 31.
(8) Fidelity Group Repo Custodian Agreement among Chemical Bank,
Greenwich Capital Markets, Inc., and the Fidelity Funds is
incorporated herein by reference to Exhibit 8(f) of Daily Money Fund's
Post-Effective Amendment No. 31.
(9) Joint Trading Account Custody Agreement between the The Bank of
New York and the Fidelity Funds is incorporated herein by reference to
Exhibit 8(h) of Daily Money Fund's Post-Effective Amendment No. 31.
(10) First Amendment to Joint Trading Account Custody Agreement
between the The Bank of New York and the Fidelity Funds is
incorporated herein by reference to Exhibit 8(i) of Daily Money Fund's
Post-Effective Amendment No. 31.
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
(k) Not applicable.
(l) Not applicable.
(m) (1) Distribution and Service Plan for Treasury Fund: Advisor C
Class is incorporated herein by reference to Exhibit 15(a) of
Post-Effective Amendment No. 33.
(2) Distribution and Service Plan for Treasury Fund: Daily Money
Class is incorporated herein by reference to Exhibit 15(a) of
Post-Effective Amendment No 29.
(3) Distribution and Service Plan for Treasury Fund: Capital Reserves
Class is incorporated herein by reference to Exhibit 15(c) of
Post-Effective Amendment No. 32.
(4) Distribution and Service Plan for Treasury Fund: Advisor B Class
is incorporated herein by reference to Exhibit 15(d) of Post-Effective
Amendment No. 29.
(5) Distribution and Service Plan for Prime Fund: Daily Money Class
is incorporated herein by reference to Exhibit 15(b) of
Post-Effective Amendment No. 29.
(6) Distribution and Service Plan for Prime Fund: Capital Reserves
Class is incorporated herein by reference to Exhibit 15(f) of
Post-Effective Amendment No. 32.
(7) Distribution and Service Plan for Tax-Exempt Fund: Daily Money
Class is incorporated herein by reference to Exhibit 15(c) of
Post-Effective Amendment No. 29.
(8) Distribution and Service Plan for Tax-Exempt: Capital Reserves
Class is incorporated herein by reference to Exhibit 15(h) of
Post-Effective Amendment No. 32.
(n) Not applicable.
(o) Rule 18f-3 Plan on behalf of Prime Fund, Treasury Fund and
Tax-Exempt Fund, dated September 18, 1997 is incorporated herein by
reference to Exhibit 18 of Post-Effective Amendment No. 33.

Item 24. Trusts Controlled by or under Common Control with this Trust
The Board of Trustees of the Trust is the same as the board of other
Fidelity funds, each of which has Fidelity Management and Research
Company, or an affiliate, as its investment adviser. In addition, the
officers of the Trust are substantially identical to those of the
other Fidelity Funds. Nonetheless, the Trust takes the position that
it is not under common control with other Fidelity funds because the
power residing in the respective boards and officers arises as the
result of an official position with the respective trusts.

Item 25. 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 sets forth the reasonable and fair means for
determining whether indemnification shall be provided to any past or
present Trustee or officer. It states that the Trust shall indemnify
any present or past 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 or officer 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 Trust 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 Trust. 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 Trust
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 (including the
reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees
incurred in connection therewith) 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
Trust (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading
under the 1933 Act, or any other statute or the common law. However,
the Trust 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
Trust by or on behalf of the Distributor. In no case is the indemnity
of the Trust in favor of the Distributor or any person indemnified to
be deemed to protect the Distributor or any person against any
liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.
Pursuant to the agreement by which Fidelity Investments Institutional
Operations Company, Inc. ("FIIOC") is appointed transfer agent, the
Registrant agrees to indemnify and hold FIIOC 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 FIIOC
and/or the Registrant as a party and is not based on and does not
result from FIIOC's willful misfeasance, bad faith or negligence or
reckless disregard of duties, and arises out of or in connection with
FIIOC's performance under the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent
contributed to by FIIOC's willful misfeasance, bad faith or negligence
or reckless disregard of duties) which results from the negligence of
the Registrant, or from FIIOC'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 FIIOC's
acting in reliance upon advice reasonably believed by FIIOC to have
been given by counsel for the Registrant, or as a result of FIIOC'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 Fund for
the same events. Under the Transfer Agency Agreement, the Trust 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 Trust, including by a shareholder which names the Transfer
Agent and/or the Trust 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 its duties) which results from
the negligence of the Trust, 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 Trust, 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 Trust, 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 26. Business and Other Connections of Investment Adviser

(1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)
82 Devonshire Street, Boston, MA 02109

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 Board and Director of FMR; President
and Chief Executive Officer of FMR Corp.; Chairman
of the Board and Director of FMR Corp., Fidelity
Investments Money Management, Inc. (FIMM), Fidelity
Management & Research (U.K.) Inc. (FMR U.K.), and
Fidelity Management & Research (Far East) Inc. (FMR
Far East); Chairman of the Executive Committee of
FMR; Director of Fidelity Investments Japan Limited
(FIJ); President and Trustee of funds advised by FMR.

Robert C. Pozen President and Director of FMR; Senior Vice President
and Trustee of funds advised by FMR; President and
Director of FIMM, FMR U.K., and FMR Far East;
Previously, General Counsel, Managing Director, and
Senior Vice President of FMR Corp.

Peter S. Lynch Vice Chairman of the Board and Director of FMR.

John H. Carlson Vice President of FMR and of funds advised by FMR.

Dwight D. Churchill Senior Vice President of FMR and Vice President of
Bond Funds advised by FMR; Vice President of FIMM.

Brian Clancy Vice President of FMR and Treasurer of FMR, FIMM,
FMR U.K., and FMR Far East.

Barry Coffman Vice President of FMR.

Arieh Coll Vice President of FMR.

Frederic G. Corneel Tax Counsel of FMR.

Stephen G. Manning Assistant Treasurer of FMR, FIMM, FMR U.K., FMR
Far East; Vice President and Treasurer of FMR Corp.;
Treasurer of Strategic Advisers, Inc.

William Danoff Senior Vice President of FMR and Vice President of a
fund advised by FMR.

Scott E. DeSano Vice President of FMR.

Penelope Dobkin Vice President of FMR and of a fund advised by FMR.

Walter C. Donovan Vice President of FMR.

Bettina Doulton Vice President of FMR and of funds advised by FMR.

Margaret L. Eagle Vice President of FMR and of funds advised by FMR.

William R. Ebsworth Vice President of 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., FMR Far East, and Strategic Advisers, Inc.;
Secretary of FIMM; Associate General Counsel FMR
Corp.

David L. Glancy Vice President of FMR and of a fund advised by FMR.

Barry A. Greenfield Vice President of FMR and of a fund advised by FMR.

Boyce I. Greer Senior Vice President of FMR and Vice President of
Money Market Funds advised by FMR; Vice President
of FIMM.

Bart A. Grenier Senior Vice President of FMR; Vice President of
High-Income Funds advised by FMR.

Robert Haber Vice President of FMR.

Richard C. Habermann Senior Vice President of FMR; Vice President of funds
advised by FMR.

Fred L. Henning Jr. Senior Vice President of FMR and Vice President of
Fixed-Income Funds advised by FMR.

Bruce T. Herring Vice President of FMR.

Robert F. Hill Vice President of FMR; Director of Technical Research.

Abigail P. Johnson Senior Vice President of FMR and Vice President of
funds advised by FMR; Director of FMR Corp.;
Associate Director and Senior Vice President of Equity
Funds advised by FMR.

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.

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.

Richard R. Mace Jr. Vice President of FMR and of funds advised by FMR.

Charles A. Mangum Vice President of FMR and of a fund advised by FMR.

Kevin McCarey Vice President of FMR and of a fund advised by FMR.

Neal P. Miller Vice President of FMR.

Jacques Perold Vice President of FMR.

Alan Radlo Vice President of FMR.

Eric D. Roiter Senior Vice President and General Counsel of FMR and
Secretary 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.

Fergus Shiel Vice President of FMR.

Richard A. Silver Vice President of FMR.

Carol A. Smith-Fachetti Vice President of FMR.

Steven J. Snider Vice President of FMR and of funds advised by FMR.

Thomas T. Soviero Vice President of FMR and of a fund advised by FMR.

Richard Spillane Senior Vice President of FMR; Associate Director and
Senior Vice President of Equity Funds advised by FMR;
Previously, Senior Vice President and Director of
Operations and Compliance of FMR U.K.

Thomas M. Sprague Vice President of FMR and of funds advised by FMR.

Robert E. Stansky Senior Vice President of FMR and Vice President of a
fund advised by FMR.

Scott D. Stewart Vice President of FMR.

Thomas Sweeney Vice President of FMR.

Beth F. Terrana Senior Vice President of FMR and 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 and Vice President of
funds advised by FMR; Director of FMR Corp.

Steven S. Wymer Vice President of FMR and of a fund advised by FMR.

</TABLE>

(4) FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. (FIMM)
Contra Way, Merrimack, NH 03054

FIMM 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 FIMM,
FMR, FMR Corp., FMR Far East, and FMR
U.K.; Chairman of the Executive Committee of
FMR; President and Chief Executive Officer of
FMR Corp.; Director of Fidelity Investments
Japan Limited (FIJ); President and Trustee of
funds advised by FMR.

Robert C. Pozen President and Director of FMR; Senior Vice
President and Trustee of funds advised by FMR;
President and Director of FIMM, FMR U.K., and
FMR Far East; Previously, General Counsel,
Managing Director, and Senior Vice President of
FMR Corp.

Fred L. Henning Jr. Senior Vice President of FIMM; Senior Vice
President of FMR and Vice President of
Fixed-Income Funds advised by FMR.

Boyce I. Greer Vice President of FIMM; Senior Vice President
of FMR and Vice President of Money Market
Funds advised by FMR.

Dwight D. Churchill Vice President of FIMM; Senior Vice President
of FMR and Vice President of Bond Funds
advised by FMR.

Brian Clancy Treasurer of FIMM, FMR Far East, FMR U.K.,
and FMR and Vice President of FMR.

Jay Freedman Secretary of FIMM; Clerk of FMR U.K., FMR
Far East, FMR Corp. and Strategic Advisers,
Inc.; Assistant Clerk of FMR; Secretary of
FIMM; Associate General Counsel FMR Corp.

Stephen G. Manning Assistant Treasurer of FIMM, FMR U.K., FMR
Far East, and FMR; Vice President and Treasurer
of FMR Corp.; Treasurer of Strategic Advisers,
Inc.

Item 27. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for
all funds advised by FMR or an affiliate.
(b)

Name and Principal Positions and Offices Positions and Offices

Business Address* with Underwriter with Fund

Edward C. Johnson 3d Director Trustee and President

Michael Mlinac Director None

James Curvey Director None

Martha B. Willis President None

Eric D. Roiter Senior Vice President 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

Item 28. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company, Fidelity Service
Company, Inc., or Fidelity Investments Institutional Operations
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 29. Management Services
Not applicable.

Item 30. Undertakings
Not applicable.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 36 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 22 day
of October 1998.

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.

<TABLE>
<CAPTION>
<S> <C> <C>
(Signature) (Title) (Date)

/s/Edward C. Johnson 3d (dagger) President and Trustee October 22, 1998

Edward C. Johnson 3d (Principal Executive Officer)

/s/Richard A. Silver Treasurer October 22, 1998

Richard A. Silver

/s/Robert C. Pozen Trustee October 22, 1998

Robert C. Pozen

/s/Ralph F. Cox * Trustee October 22, 1998

Ralph F. Cox

/s/Phyllis Burke Davis * Trustee October 22, 1998

Phyllis Burke Davis

/s/Robert M. Gates ** Trustee October 22, 1998

Robert M. Gates

/s/E. Bradley Jones * Trustee October 22, 1998

E. Bradley Jones

/s/Donald J. Kirk * Trustee October 22, 1998

Donald J. Kirk

/s/Peter S. Lynch * Trustee October 22, 1998

Peter S. Lynch

/s/Marvin L. Mann * Trustee October 22, 1998

Marvin L. Mann

/s/William O. McCoy * Trustee October 22, 1998

William O. McCoy

/s/Gerald C. McDonough * Trustee October 22, 1998

Gerald C. McDonough

/s/Thomas R. Williams * Trustee October 22, 1998

Thomas R. Williams

</TABLE>

(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 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 Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional Cash Portfolios
Fidelity Advisor Series III Fidelity Institutional Tax-Exempt Cash Portfolios
Fidelity Advisor Series IV Fidelity Investment Trust
Fidelity Advisor Series V Fidelity Magellan Fund
Fidelity Advisor Series VI Fidelity Massachusetts Municipal Trust
Fidelity Advisor Series VII Fidelity Money Market Trust
Fidelity Advisor Series VIII Fidelity Mt. Vernon Street Trust
Fidelity Beacon Street Trust Fidelity Municipal Trust
Fidelity Boston Street Trust Fidelity Municipal Trust II
Fidelity California Municipal Trust Fidelity New York Municipal Trust
Fidelity California Municipal Trust II Fidelity New York Municipal Trust II
Fidelity Capital Trust Fidelity Phillips Street Trust
Fidelity Charles Street Trust Fidelity Puritan Trust
Fidelity Commonwealth Trust Fidelity Revere Street Trust
Fidelity Concord Street Trust Fidelity School Street Trust
Fidelity Congress Street Fund Fidelity Securities Fund
Fidelity Contrafund Fidelity Select Portfolios
Fidelity Corporate Trust Fidelity Sterling Performance Portfolio, L.P.
Fidelity Court Street Trust Fidelity Summer Street Trust
Fidelity Court Street Trust II Fidelity Trend Fund
Fidelity Covington Trust Fidelity U.S. Investments-Bond Fund, L.P.
Fidelity Daily Money Fund Fidelity U.S. Investments-Government Securities
Fidelity Destiny Portfolios Fund, L.P.
Fidelity Deutsche Mark Performance Fidelity Union Street Trust
Portfolio, L.P. Fidelity Union Street Trust II
Fidelity Devonshire Trust Fidelity Yen Performance Portfolio, L.P.
Fidelity Exchange Fund Newbury Street Trust
Fidelity Financial Trust Variable Insurance Products Fund
Fidelity Fixed-Income Trust Variable Insurance Products Fund II
Fidelity Government Securities Fund Variable Insurance Products Fund III
Fidelity Hastings Street Trust

</TABLE>

in addition to 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 Robert C. Pozen 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, or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A, Form N-8A, 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 on my 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 August 1, 1997.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d_ July 17, 1997

Edward C. Johnson 3d

POWER OF ATTORNEY
We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:

<TABLE>
<CAPTION>
<S> <C>
Fidelity 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>

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 e(1)
FORM OF
GENERAL DISTRIBUTION AGREEMENT
between
NEWBURY STREET TRUST
and
FIDELITY DISTRIBUTORS CORPORATION

Agreement made this ___ day of , 19 , between Newbury Street
Trust, a Delaware business trust having its principal place of
business in Boston, Massachusetts and which may issue one or more
series of beneficial interest ("Issuer"), with respect to shares of
Prime Fund, a series of the Issuer, and Fidelity Distributors
Corporation, a Massachusetts corporation having its principal place of
business in Boston, Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein
contained, the parties agree as follows:
1. Sale of Shares - The Issuer grants to Distributors the right to
sell shares on behalf of the Issuer during the term of this Agreement
and subject to the registration requirements of the Securities Act of
1933, as amended ("1933 Act"), and of the laws governing the sale of
securities in the various states ("Blue Sky Laws") under the following
terms and conditions: Distributors (i) shall have the right to sell,
as agent on behalf of the Issuer, shares authorized for issue and
registered under the 1933 Act, and (ii) may sell shares under offers
of exchange, if available, between and among the funds advised by
Fidelity Management & Research Company ("FMR") or any of its
affiliates.
2. Sale of Shares by the Issuer - The rights granted to Distributors
shall be nonexclusive in that the Issuer reserves the right to sell
its shares to investors on applications received and accepted by the
Issuer. Further, the Issuer reserves the right to issue shares in
connection with the merger or consolidation, or acquisition by the
Issuer through purchase or otherwise, with any other investment
company, trust, or personal holding company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its
treasury in the event that in the discretion of the Issuer treasury
shares shall be sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all
shares sold to investors by Distributors or the Issuer will be sold at
the public offering price. The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in
the manner described in the Issuer's current Prospectus and/or
Statement of Additional Information, plus a sales charge (if any)
described in the Issuer's current Prospectus and/or Statement of
Additional Information. The Issuer shall in all cases receive the net
asset value per share on all sales. If a sales charge is in effect,
Distributors shall have the right subject to such rules or regulations
of the Securities and Exchange Commission as may then be in effect
pursuant to Section 22 of the Investment Company Act of 1940 to pay a
portion of the sales charge to dealers who have sold shares of the
Issuer. If a fee in connection with shareholder redemptions is in
effect, the Issuer shall collect the fee on behalf of Distributors
and, unless otherwise agreed upon by the Issuer and Distributors,
Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net
asset value is suspended and until such suspension is terminated, no
further orders for shares shall be processed by Distributors except
such unconditional orders as may have been placed with Distributors
before it had knowledge of the suspension. In addition, the Issuer
reserves the right to suspend sales and Distributors' authority to
process orders for shares on behalf of the Issuer if, in the judgment
of the Issuer, it is in the best interests of the Issuer to do so.
Suspension will continue for such period as may be determined by the
Issuer.
6. Solicitation of Sales - In consideration of these rights granted to
Distributors, Distributors agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of
the Issuer. This shall not prevent Distributors from entering into
like arrangements (including arrangements involving the payment of
underwriting commissions) with other issuers. This does not obligate
Distributors to register as a broker or dealer under the Blue Sky Laws
of any jurisdiction in which it is not now registered or to maintain
its registration in any jurisdiction in which it is now registered.
If a sales charge is in effect, Distributors shall have the right to
enter into sales agreements with dealers of its choice for the sale of
shares of the Issuer to the public at the public offering price only
and fix in such agreements the portion of the sales charge which may
be retained by dealers, provided that the Issuer shall approve the
form of the dealer agreement and the dealer discounts set forth
therein and shall evidence such approval by filing said form of dealer
agreement and amendments thereto as an exhibit to its currently
effective Registration Statement under the 1933 Act.
7. Authorized Representations - Distributors is not authorized by the
Issuer to give any information or to make any representations other
than those contained in the appropriate registration statements or
Prospectuses and Statements of Additional Information filed with the
Securities and Exchange Commission under the 1933 Act (as these
registration statements, Prospectuses and Statements of Additional
Information may be amended from time to time), or contained in
shareholder reports or other material that may be prepared by or on
behalf of the Issuer for Distributors' use. This shall not be
construed to prevent Distributors from preparing and distributing
sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be
bought or sold by or through Distributors, and Distributors may
participate directly or indirectly in brokerage commissions or
"spreads" for transactions in portfolio securities of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all
action necessary to register shares under the 1933 Act (subject to the
necessary approval of its shareholders) so that there will be
available for sale the number of shares Distributors may reasonably be
expected to sell. The Issuer shall make available to Distributors
such number of copies of its currently effective Prospectus and
Statement of Additional Information as Distributors may reasonably
request. The Issuer shall furnish to Distributors copies of all
information, financial statements and other papers which Distributors
may reasonably request for use in connection with the distribution of
shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in
connection with the preparation, setting in type and filing of any
registration statement, Prospectus and Statement of Additional
Information under the 1933 Act and amendments for the issue of its
shares, (b) in connection with the registration and qualification of
shares for sale in the various states in which the Board of Trustees
of the Issuer shall determine it advisable to qualify such shares for
sale (including registering the Issuer as a broker or dealer or any
officer of the Issuer as agent or salesman in any state), (c) of
preparing, setting in type, printing and mailing any report or other
communication to shareholders of the Issuer in their capacity as such,
and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the
Issuer, it is recognized by the Issuer that FMR may make payment to
Distributors with respect to any expenses incurred in the distribution
of shares of the Issuer, such payments payable from the past profits
or other resources of FMR including management fees paid to it by the
Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless
Distributors and each of its directors and officers and each person,
if any, who controls Distributors within the meaning of Section 15 of
the 1933 Act against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any
alleged loss, liability, claim, damages, or expense and reasonable
counsel fees incurred in connection therewith) 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 Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact
required to be stated or necessary in order to make the statements not
misleading under the 1933 Act, or any other statute or the common law.
However, the Issuer does not agree to indemnify Distributors 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
Issuer by or on behalf of Distributors. In no case (i) is the
indemnity of the Issuer in favor of Distributors or any person
indemnified to be deemed to protect Distributors or any person against
any liability to the Issuer or its security holders to which
Distributors or such person would otherwise be subject by reason of
wilful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Issuer to
be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against Distributors or any person
indemnified unless Distributors or person, as the case may be, shall
have notified the Issuer in writing of the claim within a reasonable
time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon
Distributors or any such person (or after Distributors or such person
shall have received notice of service on any designated agent).
However, failure to notify the Issuer of any claim shall not relieve
the Issuer from any liability which it may have to Distributors or any
person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this paragraph. The Issuer
shall be entitled to participate at its own expense in the defense,
or, if it so elects, to assume the defense of any suit brought to
enforce any claims, but if the Issuer elects to assume the defense,
the defense shall be conducted by counsel chosen by it and
satisfactory to Distributors or person or persons, defendant or
defendants in the suit. In the event the Issuer elects to assume the
defense of any suit and retain counsel, Distributors, officers or
directors or controlling person or persons, defendant or defendants in
the suit, shall bear the fees and expenses of any additional counsel
retained by them. If the Issuer does not elect to assume the defense
of any suit, it will reimburse Distributors, officers or directors or
controlling person or persons, defendant or defendants in the suit,
for the reasonable fees and expenses of any counsel retained by them.
The Issuer agrees to notify Distributors promptly of the commencement
of any litigation or proceedings against it or any of its officers or
trustees in connection with the issuance or sale of any of the shares.
Distributors also covenants and agrees that it will indemnify and
hold harmless the Issuer and each of its Board members and officers
and each person, if any, who controls the Issuer within the meaning of
Section 15 of the 1933 Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, damages, claim or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the 1933 Act or
any other statute or common law, alleging any wrongful act of
Distributors or any of its employees or alleging that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Issuer (as from time to time amended) included an untrue statement of
a material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of
Distributors. In no case (i) is the indemnity of Distributors in
favor of the Issuer or any person indemnified to be deemed to protect
the Issuer or any person against any liability to which the Issuer or
such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is Distributors to be liable
under its indemnity agreement contained in this paragraph with respect
to any claim made against the Issuer or any person indemnified unless
the Issuer or person, as the case may be, shall have notified
Distributors in writing of the claim within a reasonable time after
the summons or other first written notification giving information of
the nature of the claim shall have been served upon the Issuer or any
such person (or after the Issuer or such person shall have received
notice of service on any designated agent). However, failure to
notify Distributors of any claim shall not relieve Distributors from
any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to
Distributors, it shall be entitled to participate, at its own expense,
in the defense or, if it so elects, to assume the defense of any suit
brought to enforce the claim, but if Distributors elects to assume the
defense, the defense shall be conducted by counsel chosen by it and
satisfactory to the Issuer, to its officers and Board and to any
controlling person or persons, defendant or defendants in the suit.
In the event that Distributors elects to assume the defense of any
suit and retain counsel, the Issuer or controlling persons, defendant
or defendants in the suit, shall bear the fees and expense of any
additional counsel retained by them. If Distributors does not elect
to assume the defense of any suit, it will reimburse the Issuer,
officers and Board or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. Distributors agrees to notify the Issuer
promptly of the commencement of any litigation or proceedings against
it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force
until March 31, 199 and thereafter from year to year, provided
continuance is approved annually by the vote of a majority of the
Board members of the Issuer, and by the vote of those Board members of
the Issuer who are not "interested persons" of the Issuer and, if a
plan under Rule 12b-1 under the Investment Company Act of 1940 is in
effect, by the vote of those Board members of the Issuer who are not
"interested persons" of the Issuer and who are not parties to the
Distribution and Service Plan or this Agreement and have no financial
interest in the operation of the Distribution and Service Plan or in
any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.
This Agreement shall automatically terminate in the event of its
assignment. As used in this paragraph, the terms "assignment" and
"interested persons" shall have the respective meanings specified in
the Investment Company Act of 1940 as now in effect or as hereafter
amended. In addition to termination by failure to approve continuance
or by assignment, this Agreement may at any time be terminated by
either party upon not less than sixty days' prior written notice to
the other party.
13. Notice - Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Issuer, at 82 Devonshire Street,
Boston, Massachusetts, and if to Distributors, at 82 Devonshire
Street, Boston, Massachusetts.
14. Limitation of Liability - Distributors is expressly put on notice
of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the Issuer
and agrees that the obligations assumed by the Issuer under this
contract shall be limited in all cases to the Issuer and its assets.
Distributors shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Issuer. Nor shall
Distributors seek satisfaction of any such obligation from the
Trustees or any individual Trustee of the Issuer. Distributors
understands that the rights and obligations of each series of shares
of the Issuer under the Issuer's Declaration of Trust or other
organizational document are separate and distinct from those of any
and all other series.
15. 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.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its
name and behalf, and its seal affixed, by one of its officers duly
authorized, and Distributors has executed this instrument in its name
and behalf by one of its officers duly authorized, as of the day and
year first above written.
[SIGNATURE LINES OMITTED]

Exhibit e(2)
FORM OF
GENERAL DISTRIBUTION AGREEMENT
between
NEWBURY STREET TRUST
and
FIDELITY DISTRIBUTORS CORPORATION

Agreement made this ___ day of , 19 , between Newbury Street
Trust, a Delaware business trust having its principal place of
business in Boston, Massachusetts and which may issue one or more
series of beneficial interest ("Issuer"), with respect to shares of
Treasury Fund, a series of the Issuer, and Fidelity Distributors
Corporation, a Massachusetts corporation having its principal place of
business in Boston, Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein
contained, the parties agree as follows:
1. Sale of Shares - The Issuer grants to Distributors the right to
sell shares on behalf of the Issuer during the term of this Agreement
and subject to the registration requirements of the Securities Act of
1933, as amended ("1933 Act"), and of the laws governing the sale of
securities in the various states ("Blue Sky Laws") under the following
terms and conditions: Distributors (i) shall have the right to sell,
as agent on behalf of the Issuer, shares authorized for issue and
registered under the 1933 Act, and (ii) may sell shares under offers
of exchange, if available, between and among the funds advised by
Fidelity Management & Research Company ("FMR") or any of its
affiliates.
2. Sale of Shares by the Issuer - The rights granted to Distributors
shall be nonexclusive in that the Issuer reserves the right to sell
its shares to investors on applications received and accepted by the
Issuer. Further, the Issuer reserves the right to issue shares in
connection with the merger or consolidation, or acquisition by the
Issuer through purchase or otherwise, with any other investment
company, trust, or personal holding company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its
treasury in the event that in the discretion of the Issuer treasury
shares shall be sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all
shares sold to investors by Distributors or the Issuer will be sold at
the public offering price. The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in
the manner described in the Issuer's current Prospectus and/or
Statement of Additional Information, plus a sales charge (if any)
described in the Issuer's current Prospectus and/or Statement of
Additional Information. The Issuer shall in all cases receive the net
asset value per share on all sales. If a sales charge is in effect,
Distributors shall have the right subject to such rules or regulations
of the Securities and Exchange Commission as may then be in effect
pursuant to Section 22 of the Investment Company Act of 1940 to pay a
portion of the sales charge to dealers who have sold shares of the
Issuer. If a fee in connection with shareholder redemptions is in
effect, the Issuer shall collect the fee on behalf of Distributors
and, unless otherwise agreed upon by the Issuer and Distributors,
Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net
asset value is suspended and until such suspension is terminated, no
further orders for shares shall be processed by Distributors except
such unconditional orders as may have been placed with Distributors
before it had knowledge of the suspension. In addition, the Issuer
reserves the right to suspend sales and Distributors' authority to
process orders for shares on behalf of the Issuer if, in the judgment
of the Issuer, it is in the best interests of the Issuer to do so.
Suspension will continue for such period as may be determined by the
Issuer.
6. Solicitation of Sales - In consideration of these rights granted to
Distributors, Distributors agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of
the Issuer. This shall not prevent Distributors from entering into
like arrangements (including arrangements involving the payment of
underwriting commissions) with other issuers. This does not obligate
Distributors to register as a broker or dealer under the Blue Sky Laws
of any jurisdiction in which it is not now registered or to maintain
its registration in any jurisdiction in which it is now registered.
If a sales charge is in effect, Distributors shall have the right to
enter into sales agreements with dealers of its choice for the sale of
shares of the Issuer to the public at the public offering price only
and fix in such agreements the portion of the sales charge which may
be retained by dealers, provided that the Issuer shall approve the
form of the dealer agreement and the dealer discounts set forth
therein and shall evidence such approval by filing said form of dealer
agreement and amendments thereto as an exhibit to its currently
effective Registration Statement under the 1933 Act.
7. Authorized Representations - Distributors is not authorized by the
Issuer to give any information or to make any representations other
than those contained in the appropriate registration statements or
Prospectuses and Statements of Additional Information filed with the
Securities and Exchange Commission under the 1933 Act (as these
registration statements, Prospectuses and Statements of Additional
Information may be amended from time to time), or contained in
shareholder reports or other material that may be prepared by or on
behalf of the Issuer for Distributors' use. This shall not be
construed to prevent Distributors from preparing and distributing
sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be
bought or sold by or through Distributors, and Distributors may
participate directly or indirectly in brokerage commissions or
"spreads" for transactions in portfolio securities of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all
action necessary to register shares under the 1933 Act (subject to the
necessary approval of its shareholders) so that there will be
available for sale the number of shares Distributors may reasonably be
expected to sell. The Issuer shall make available to Distributors
such number of copies of its currently effective Prospectus and
Statement of Additional Information as Distributors may reasonably
request. The Issuer shall furnish to Distributors copies of all
information, financial statements and other papers which Distributors
may reasonably request for use in connection with the distribution of
shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in
connection with the preparation, setting in type and filing of any
registration statement, Prospectus and Statement of Additional
Information under the 1933 Act and amendments for the issue of its
shares, (b) in connection with the registration and qualification of
shares for sale in the various states in which the Board of Trustees
of the Issuer shall determine it advisable to qualify such shares for
sale (including registering the Issuer as a broker or dealer or any
officer of the Issuer as agent or salesman in any state), (c) of
preparing, setting in type, printing and mailing any report or other
communication to shareholders of the Issuer in their capacity as such,
and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the
Issuer, it is recognized by the Issuer that FMR may make payment to
Distributors with respect to any expenses incurred in the distribution
of shares of the Issuer, such payments payable from the past profits
or other resources of FMR including management fees paid to it by the
Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless
Distributors and each of its directors and officers and each person,
if any, who controls Distributors within the meaning of Section 15 of
the 1933 Act against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any
alleged loss, liability, claim, damages, or expense and reasonable
counsel fees incurred in connection therewith) 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 Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact
required to be stated or necessary in order to make the statements not
misleading under the 1933 Act, or any other statute or the common law.
However, the Issuer does not agree to indemnify Distributors 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
Issuer by or on behalf of Distributors. In no case (i) is the
indemnity of the Issuer in favor of Distributors or any person
indemnified to be deemed to protect Distributors or any person against
any liability to the Issuer or its security holders to which
Distributors or such person would otherwise be subject by reason of
wilful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Issuer to
be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against Distributors or any person
indemnified unless Distributors or person, as the case may be, shall
have notified the Issuer in writing of the claim within a reasonable
time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon
Distributors or any such person (or after Distributors or such person
shall have received notice of service on any designated agent).
However, failure to notify the Issuer of any claim shall not relieve
the Issuer from any liability which it may have to Distributors or any
person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this paragraph. The Issuer
shall be entitled to participate at its own expense in the defense,
or, if it so elects, to assume the defense of any suit brought to
enforce any claims, but if the Issuer elects to assume the defense,
the defense shall be conducted by counsel chosen by it and
satisfactory to Distributors or person or persons, defendant or
defendants in the suit. In the event the Issuer elects to assume the
defense of any suit and retain counsel, Distributors, officers or
directors or controlling person or persons, defendant or defendants in
the suit, shall bear the fees and expenses of any additional counsel
retained by them. If the Issuer does not elect to assume the defense
of any suit, it will reimburse Distributors, officers or directors or
controlling person or persons, defendant or defendants in the suit,
for the reasonable fees and expenses of any counsel retained by them.
The Issuer agrees to notify Distributors promptly of the commencement
of any litigation or proceedings against it or any of its officers or
trustees in connection with the issuance or sale of any of the shares.
Distributors also covenants and agrees that it will indemnify and
hold harmless the Issuer and each of its Board members and officers
and each person, if any, who controls the Issuer within the meaning of
Section 15 of the 1933 Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, damages, claim or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the 1933 Act or
any other statute or common law, alleging any wrongful act of
Distributors or any of its employees or alleging that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Issuer (as from time to time amended) included an untrue statement of
a material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of
Distributors. In no case (i) is the indemnity of Distributors in
favor of the Issuer or any person indemnified to be deemed to protect
the Issuer or any person against any liability to which the Issuer or
such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is Distributors to be liable
under its indemnity agreement contained in this paragraph with respect
to any claim made against the Issuer or any person indemnified unless
the Issuer or person, as the case may be, shall have notified
Distributors in writing of the claim within a reasonable time after
the summons or other first written notification giving information of
the nature of the claim shall have been served upon the Issuer or any
such person (or after the Issuer or such person shall have received
notice of service on any designated agent). However, failure to
notify Distributors of any claim shall not relieve Distributors from
any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to
Distributors, it shall be entitled to participate, at its own expense,
in the defense or, if it so elects, to assume the defense of any suit
brought to enforce the claim, but if Distributors elects to assume the
defense, the defense shall be conducted by counsel chosen by it and
satisfactory to the Issuer, to its officers and Board and to any
controlling person or persons, defendant or defendants in the suit.
In the event that Distributors elects to assume the defense of any
suit and retain counsel, the Issuer or controlling persons, defendant
or defendants in the suit, shall bear the fees and expense of any
additional counsel retained by them. If Distributors does not elect
to assume the defense of any suit, it will reimburse the Issuer,
officers and Board or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. Distributors agrees to notify the Issuer
promptly of the commencement of any litigation or proceedings against
it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force
until March 31, 199 and thereafter from year to year, provided
continuance is approved annually by the vote of a majority of the
Board members of the Issuer, and by the vote of those Board members of
the Issuer who are not "interested persons" of the Issuer and, if a
plan under Rule 12b-1 under the Investment Company Act of 1940 is in
effect, by the vote of those Board members of the Issuer who are not
"interested persons" of the Issuer and who are not parties to the
Distribution and Service Plan or this Agreement and have no financial
interest in the operation of the Distribution and Service Plan or in
any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.
This Agreement shall automatically terminate in the event of its
assignment. As used in this paragraph, the terms "assignment" and
"interested persons" shall have the respective meanings specified in
the Investment Company Act of 1940 as now in effect or as hereafter
amended. In addition to termination by failure to approve continuance
or by assignment, this Agreement may at any time be terminated by
either party upon not less than sixty days' prior written notice to
the other party.
13. Notice - Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Issuer, at 82 Devonshire Street,
Boston, Massachusetts, and if to Distributors, at 82 Devonshire
Street, Boston, Massachusetts.
14. Limitation of Liability - Distributors is expressly put on notice
of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the Issuer
and agrees that the obligations assumed by the Issuer under this
contract shall be limited in all cases to the Issuer and its assets.
Distributors shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Issuer. Nor shall
Distributors seek satisfaction of any such obligation from the
Trustees or any individual Trustee of the Issuer. Distributors
understands that the rights and obligations of each series of shares
of the Issuer under the Issuer's Declaration of Trust or other
organizational document are separate and distinct from those of any
and all other series.
15. 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.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its
name and behalf, and its seal affixed, by one of its officers duly
authorized, and Distributors has executed this instrument in its name
and behalf by one of its officers duly authorized, as of the day and
year first above written.
[SIGNATURE LINES OMITTED]

Exhibit e(3)
FORM OF
GENERAL DISTRIBUTION AGREEMENT
between
NEWBURY STREET TRUST
and
FIDELITY DISTRIBUTORS CORPORATION

Agreement made this ___ day of , 19 , between Newbury Street
Trust, a Delaware business trust having its principal place of
business in Boston, Massachusetts and which may issue one or more
series of beneficial interest ("Issuer"), with respect to shares of
Tax-Exempt Fund, a series of the Issuer, and Fidelity Distributors
Corporation, a Massachusetts corporation having its principal place of
business in Boston, Massachusetts ("Distributors").
In consideration of the mutual promises and undertakings herein
contained, the parties agree as follows:
1. Sale of Shares - The Issuer grants to Distributors the right to
sell shares on behalf of the Issuer during the term of this Agreement
and subject to the registration requirements of the Securities Act of
1933, as amended ("1933 Act"), and of the laws governing the sale of
securities in the various states ("Blue Sky Laws") under the following
terms and conditions: Distributors (i) shall have the right to sell,
as agent on behalf of the Issuer, shares authorized for issue and
registered under the 1933 Act, and (ii) may sell shares under offers
of exchange, if available, between and among the funds advised by
Fidelity Management & Research Company ("FMR") or any of its
affiliates.
2. Sale of Shares by the Issuer - The rights granted to Distributors
shall be nonexclusive in that the Issuer reserves the right to sell
its shares to investors on applications received and accepted by the
Issuer. Further, the Issuer reserves the right to issue shares in
connection with the merger or consolidation, or acquisition by the
Issuer through purchase or otherwise, with any other investment
company, trust, or personal holding company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its
treasury in the event that in the discretion of the Issuer treasury
shares shall be sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all
shares sold to investors by Distributors or the Issuer will be sold at
the public offering price. The public offering price for all accepted
subscriptions will be the net asset value per share, as determined in
the manner described in the Issuer's current Prospectus and/or
Statement of Additional Information, plus a sales charge (if any)
described in the Issuer's current Prospectus and/or Statement of
Additional Information. The Issuer shall in all cases receive the net
asset value per share on all sales. If a sales charge is in effect,
Distributors shall have the right subject to such rules or regulations
of the Securities and Exchange Commission as may then be in effect
pursuant to Section 22 of the Investment Company Act of 1940 to pay a
portion of the sales charge to dealers who have sold shares of the
Issuer. If a fee in connection with shareholder redemptions is in
effect, the Issuer shall collect the fee on behalf of Distributors
and, unless otherwise agreed upon by the Issuer and Distributors,
Distributors shall be entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net
asset value is suspended and until such suspension is terminated, no
further orders for shares shall be processed by Distributors except
such unconditional orders as may have been placed with Distributors
before it had knowledge of the suspension. In addition, the Issuer
reserves the right to suspend sales and Distributors' authority to
process orders for shares on behalf of the Issuer if, in the judgment
of the Issuer, it is in the best interests of the Issuer to do so.
Suspension will continue for such period as may be determined by the
Issuer.
6. Solicitation of Sales - In consideration of these rights granted to
Distributors, Distributors agrees to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of
the Issuer. This shall not prevent Distributors from entering into
like arrangements (including arrangements involving the payment of
underwriting commissions) with other issuers. This does not obligate
Distributors to register as a broker or dealer under the Blue Sky Laws
of any jurisdiction in which it is not now registered or to maintain
its registration in any jurisdiction in which it is now registered.
If a sales charge is in effect, Distributors shall have the right to
enter into sales agreements with dealers of its choice for the sale of
shares of the Issuer to the public at the public offering price only
and fix in such agreements the portion of the sales charge which may
be retained by dealers, provided that the Issuer shall approve the
form of the dealer agreement and the dealer discounts set forth
therein and shall evidence such approval by filing said form of dealer
agreement and amendments thereto as an exhibit to its currently
effective Registration Statement under the 1933 Act.
7. Authorized Representations - Distributors is not authorized by the
Issuer to give any information or to make any representations other
than those contained in the appropriate registration statements or
Prospectuses and Statements of Additional Information filed with the
Securities and Exchange Commission under the 1933 Act (as these
registration statements, Prospectuses and Statements of Additional
Information may be amended from time to time), or contained in
shareholder reports or other material that may be prepared by or on
behalf of the Issuer for Distributors' use. This shall not be
construed to prevent Distributors from preparing and distributing
sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be
bought or sold by or through Distributors, and Distributors may
participate directly or indirectly in brokerage commissions or
"spreads" for transactions in portfolio securities of the Issuer.
9. Registration of Shares - The Issuer agrees that it will take all
action necessary to register shares under the 1933 Act (subject to the
necessary approval of its shareholders) so that there will be
available for sale the number of shares Distributors may reasonably be
expected to sell. The Issuer shall make available to Distributors
such number of copies of its currently effective Prospectus and
Statement of Additional Information as Distributors may reasonably
request. The Issuer shall furnish to Distributors copies of all
information, financial statements and other papers which Distributors
may reasonably request for use in connection with the distribution of
shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in
connection with the preparation, setting in type and filing of any
registration statement, Prospectus and Statement of Additional
Information under the 1933 Act and amendments for the issue of its
shares, (b) in connection with the registration and qualification of
shares for sale in the various states in which the Board of Trustees
of the Issuer shall determine it advisable to qualify such shares for
sale (including registering the Issuer as a broker or dealer or any
officer of the Issuer as agent or salesman in any state), (c) of
preparing, setting in type, printing and mailing any report or other
communication to shareholders of the Issuer in their capacity as such,
and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.
As provided in the Distribution and Service Plan adopted by the
Issuer, it is recognized by the Issuer that FMR may make payment to
Distributors with respect to any expenses incurred in the distribution
of shares of the Issuer, such payments payable from the past profits
or other resources of FMR including management fees paid to it by the
Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless
Distributors and each of its directors and officers and each person,
if any, who controls Distributors within the meaning of Section 15 of
the 1933 Act against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any
alleged loss, liability, claim, damages, or expense and reasonable
counsel fees incurred in connection therewith) 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 Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact
required to be stated or necessary in order to make the statements not
misleading under the 1933 Act, or any other statute or the common law.
However, the Issuer does not agree to indemnify Distributors 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
Issuer by or on behalf of Distributors. In no case (i) is the
indemnity of the Issuer in favor of Distributors or any person
indemnified to be deemed to protect Distributors or any person against
any liability to the Issuer or its security holders to which
Distributors or such person would otherwise be subject by reason of
wilful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Issuer to
be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against Distributors or any person
indemnified unless Distributors or person, as the case may be, shall
have notified the Issuer in writing of the claim within a reasonable
time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon
Distributors or any such person (or after Distributors or such person
shall have received notice of service on any designated agent).
However, failure to notify the Issuer of any claim shall not relieve
the Issuer from any liability which it may have to Distributors or any
person against whom such action is brought otherwise than on account
of its indemnity agreement contained in this paragraph. The Issuer
shall be entitled to participate at its own expense in the defense,
or, if it so elects, to assume the defense of any suit brought to
enforce any claims, but if the Issuer elects to assume the defense,
the defense shall be conducted by counsel chosen by it and
satisfactory to Distributors or person or persons, defendant or
defendants in the suit. In the event the Issuer elects to assume the
defense of any suit and retain counsel, Distributors, officers or
directors or controlling person or persons, defendant or defendants in
the suit, shall bear the fees and expenses of any additional counsel
retained by them. If the Issuer does not elect to assume the defense
of any suit, it will reimburse Distributors, officers or directors or
controlling person or persons, defendant or defendants in the suit,
for the reasonable fees and expenses of any counsel retained by them.
The Issuer agrees to notify Distributors promptly of the commencement
of any litigation or proceedings against it or any of its officers or
trustees in connection with the issuance or sale of any of the shares.
Distributors also covenants and agrees that it will indemnify and
hold harmless the Issuer and each of its Board members and officers
and each person, if any, who controls the Issuer within the meaning of
Section 15 of the 1933 Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, damages, claim or expense and
reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the 1933 Act or
any other statute or common law, alleging any wrongful act of
Distributors or any of its employees or alleging that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Issuer (as from time to time amended) included an untrue statement of
a material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of
Distributors. In no case (i) is the indemnity of Distributors in
favor of the Issuer or any person indemnified to be deemed to protect
the Issuer or any person against any liability to which the Issuer or
such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is Distributors to be liable
under its indemnity agreement contained in this paragraph with respect
to any claim made against the Issuer or any person indemnified unless
the Issuer or person, as the case may be, shall have notified
Distributors in writing of the claim within a reasonable time after
the summons or other first written notification giving information of
the nature of the claim shall have been served upon the Issuer or any
such person (or after the Issuer or such person shall have received
notice of service on any designated agent). However, failure to
notify Distributors of any claim shall not relieve Distributors from
any liability which it may have to the Issuer or any person against
whom the action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. In the case of any notice to
Distributors, it shall be entitled to participate, at its own expense,
in the defense or, if it so elects, to assume the defense of any suit
brought to enforce the claim, but if Distributors elects to assume the
defense, the defense shall be conducted by counsel chosen by it and
satisfactory to the Issuer, to its officers and Board and to any
controlling person or persons, defendant or defendants in the suit.
In the event that Distributors elects to assume the defense of any
suit and retain counsel, the Issuer or controlling persons, defendant
or defendants in the suit, shall bear the fees and expense of any
additional counsel retained by them. If Distributors does not elect
to assume the defense of any suit, it will reimburse the Issuer,
officers and Board or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any
counsel retained by them. Distributors agrees to notify the Issuer
promptly of the commencement of any litigation or proceedings against
it in connection with the issue and sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force
until March 31, 199 and thereafter from year to year, provided
continuance is approved annually by the vote of a majority of the
Board members of the Issuer, and by the vote of those Board members of
the Issuer who are not "interested persons" of the Issuer and, if a
plan under Rule 12b-1 under the Investment Company Act of 1940 is in
effect, by the vote of those Board members of the Issuer who are not
"interested persons" of the Issuer and who are not parties to the
Distribution and Service Plan or this Agreement and have no financial
interest in the operation of the Distribution and Service Plan or in
any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.
This Agreement shall automatically terminate in the event of its
assignment. As used in this paragraph, the terms "assignment" and
"interested persons" shall have the respective meanings specified in
the Investment Company Act of 1940 as now in effect or as hereafter
amended. In addition to termination by failure to approve continuance
or by assignment, this Agreement may at any time be terminated by
either party upon not less than sixty days' prior written notice to
the other party.
13. Notice - Any notice required or permitted to be given by either
party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Issuer, at 82 Devonshire Street,
Boston, Massachusetts, and if to Distributors, at 82 Devonshire
Street, Boston, Massachusetts.
14. Limitation of Liability - Distributors is expressly put on notice
of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the Issuer
and agrees that the obligations assumed by the Issuer under this
contract shall be limited in all cases to the Issuer and its assets.
Distributors shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Issuer. Nor shall
Distributors seek satisfaction of any such obligation from the
Trustees or any individual Trustee of the Issuer. Distributors
understands that the rights and obligations of each series of shares
of the Issuer under the Issuer's Declaration of Trust or other
organizational document are separate and distinct from those of any
and all other series.
15. 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.
IN WITNESS WHEREOF, the Issuer has executed this instrument in its
name and behalf, and its seal affixed, by one of its officers duly
authorized, and Distributors has executed this instrument in its name
and behalf by one of its officers duly authorized, as of the day and
year first above written.
[SIGNATURE LINES OMITTED]

Exhibit e(4)
FORM OF
SELLING DEALER AGREEMENT
(FOR BANK-RELATED TRANSACTIONS)

We at Fidelity Distributors Corporation invite you to distribute
shares of the mutual funds, or the separate series or classes of the
mutual funds, listed on Schedules A and B attached to this Agreement
(the "Portfolios"). We may periodically change the list of Portfolios
by giving you written notice of the change. We are the Portfolios'
principal underwriter and, as agent for the Portfolios, we offer to
sell Portfolio shares to you on the following terms:
1. Certain Defined Terms: (a) You
(_____________________________________) are registered as a
broker/dealer under the Securities Exchange Act of 1934 (the "1934
Act") and have executed a written agreement with a bank or bank
affiliate to provide brokerage services to that bank, bank affiliate
and/or their customers. As used in this Agreement, the term "Bank"
means a bank as defined in Section 3(a)(6) of the 1934 Act, or an
affiliate of such a bank, with which you have entered into a written
agreement to provide brokerage services; and the term "Bank Client"
means a customer of such a Bank.
(b) As used in this Agreement, the term "Prospectus" means the
applicable Portfolio's prospectus and related statement of additional
information, whether in paper format or electronic format, included in
the Portfolio's then currently effective registration statement (or
post-effective amendment thereto), and any information that we or the
Portfolio may issue to you as a supplement to such prospectus or
statement of additional information (a "sticker"), all as filed with
the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933.
2. Purchases of Portfolio Shares for Sale to Customers: (a) In
offering and selling Portfolio shares to your customers, you agree to
act as dealer for your own account; you are not authorized to act as
agent for us or for any Portfolio.
(b) You agree to offer and sell Portfolio shares to your customers
only at the applicable public offering price in accordance with the
Prospectus. If your customer qualifies for a reduced sales charge
pursuant to a special purchase plan (for example, a quantity discount,
letter of intent, or right of accumulation) as described in the
Prospectus, you agree to offer and sell Portfolio shares to your
customer at the applicable reduced sales charge. You agree to deliver
or cause to be delivered to each customer, at or prior to the time of
any purchase of shares, a copy of the then current prospectus
(including any stickers thereto), unless such prospectus has already
been delivered to the customer, and to each customer who so requests,
a copy of the then current statement of additional information
(including any stickers thereto).
(c) You agree to purchase Portfolio shares from us only to cover
purchase orders that you have already received from your customers, or
for your own investment. You also agree not to purchase any Portfolio
shares from your customers at a price lower than the applicable
redemption price, determined in the manner described in the
Prospectus. You will not withhold placing customers' orders so as to
profit yourself as a result of such withholding (for example, by a
change in a Portfolio's net asset value from that used in determining
the offering price to your customers).
(d) We will accept your purchase orders only at the public offering
price applicable to each order, as determined in accordance with the
Prospectus. We will not accept from you a conditional order for
Portfolio shares. All orders are subject to acceptance or rejection
by us in our sole discretion. We may, without notice, suspend sales
or withdraw the offering of Portfolio shares, or make a limited
offering of Portfolio shares.
(e) The placing of orders with us will be governed by instructions
that we will periodically issue to you. You must pay for Portfolio
shares in New York or Boston clearing house funds or in federal funds
in accordance with such instructions, and we must receive your payment
on or before the settlement date established in accordance with Rule
15c6-1 under the 1934 Act. If we do not receive your payment on or
before such settlement date, we may, without notice, cancel the sale,
or, at our option, sell the shares that you ordered back to the
issuing Portfolio, and we may hold you responsible for any loss
suffered by us or the issuing Portfolio as a result of your failure to
make payment as required.
(f) You agree to comply with all applicable state and federal laws
and with the rules and regulations of authorized regulatory agencies
thereunder. You agree to offer and sell Portfolio shares only in
states where you may legally offer and sell such Portfolio's shares.
You will not offer shares of any Portfolio for sale unless such shares
are registered for sale under the applicable state and federal laws
and the rules and regulations thereunder.
(g) Certificates evidencing Portfolio shares are not available; any
transaction in Portfolio shares will be effected and evidenced by
book-entry on the records maintained by Fidelity Investments
Institutional Operations Company ("FIIOC"). A confirmation statement
evidencing transactions in Portfolio shares will be transmitted to
you.
(h) You may designate FIIOC to execute your customers' transactions
in Portfolio shares in accordance with the terms of any account,
program, plan, or service established or used by your customers, and
to confirm each transaction to your customers on your behalf on a
fully disclosed basis. At the time of the transaction, you guarantee
the legal capacity of your customers and any co-owners of such shares
so transacting in such shares.
3. Your Compensation: (a) Your concession, if any, on your sales of
Portfolio shares will be as provided in the Prospectus or in the
applicable schedule of concessions issued by us and in effect at the
time of our sale to you. Upon written notice to you, we or any
Portfolio may change or discontinue any schedule of concessions, or
issue a new schedule.
(b) If a Portfolio has adopted a plan pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (a "Plan"), we may make
distribution payments or service payments to you under the Plan. If a
Portfolio does not have a currently effective Plan, we or Fidelity
Management & Research Company may make distribution payments or
service payments to you from our own funds. Any distribution payments
or service payments will be made in the amount and manner set forth in
the Prospectus or in the applicable schedule of distribution payments
or service payments issued by us and then in effect. Upon written
notice to you, we or any Portfolio may change or discontinue any
schedule of distribution payments or service payments, or issue a new
schedule. A schedule of distribution payments or service payments
will be in effect with respect to a Portfolio that has a Plan only so
long as that Portfolio's Plan remains in effect.
(c) Concessions, distribution payments, and service payments apply
only with respect to (i) shares of the "Fidelity Funds" (as designated
on Schedule A attached to this Agreement) purchased or maintained for
the account of Bank Clients, and (ii) shares of the "Fidelity Advisor
Funds" (as designated on Schedule B attached to this Agreement).
Anything to the contrary notwithstanding, neither we nor any Portfolio
will provide to you, nor may you retain, concessions on your sales of
shares of, or distribution payments or service payments with respect
to assets of, the Fidelity Funds attributable to you or any of your
clients, other than Bank Clients. When you place an order in shares
of the Fidelity Funds with us, you will identify the Bank on behalf of
whose Clients you are placing the order; and you will identify as a
non-Bank Client Order, any order in shares of the Fidelity Funds
placed for the account of a non-Bank Client.
(d) After the effective date of any change in or discontinuance of
any schedule of concessions, distribution payments, or service
payments, or the termination of a Plan, any concessions, distribution
payments, or service payments will be allowable or payable to you only
in accordance with such change, discontinuance, or termination. You
agree that you will have no claim against us or any Portfolio by
virtue of any such change, discontinuance, or termination. In the
event of any overpayment by us of any concession, distribution
payment, or service payment, you will remit such overpayment.
(e) If any Portfolio shares sold to you by us under the terms of
this Agreement are redeemed by the issuing Portfolio or tendered for
redemption by the customer within seven (7) business days after the
date of our confirmation of your original purchase order for such
shares, you agree (i) to refund promptly to us the full amount of any
concession, distribution payment, or service payment allowed or paid
to you on such shares, and (ii) if not yet allowed or paid to you, to
forfeit the right to receive any concession, distribution payment, or
service payment allowable or payable to you on such shares. We will
notify you of any such redemption within ten (10) days after the date
of the redemption.
4. Certain Types of Accounts: (a) You may instruct FIIOC to
register purchased shares in your name and account as nominee for your
customers. If you hold Portfolio shares as nominee for your
customers, all Prospectuses, proxy statements, periodic reports, and
other printed material will be sent to you, and all confirmations and
other communications to shareholders will be transmitted to you. You
will be responsible for forwarding such printed material,
confirmations, and communications, or the information contained
therein, to all customers for whose account you hold any Portfolio
shares as nominee. However, we or FIIOC on behalf of itself or the
Portfolios will be responsible for the costs associated with your
forwarding such printed material, confirmations, and communications.
You will be responsible for complying with all reporting and tax
withholding requirements with respect to the customers for whose
account you hold any Portfolio shares as nominee.
(b) With respect to accounts other than those accounts referred to
in paragraph 4(a) above, you agree to provide us with all information
(including certification of taxpayer identification numbers and
back-up withholding instructions) necessary or appropriate for us to
comply with legal and regulatory reporting requirements.
(c) Accounts opened or maintained pursuant to the NETWORKING system
of the National Securities Clearing Corporation ("NSCC") will be
governed by applicable NSCC rules and procedures and any agreement or
other arrangement with us relating to NETWORKING.
(d) If you hold Portfolio shares in an omnibus account for two or
more customers, you will be responsible for determining, in accordance
with the Prospectus, whether, and the extent to which, a CDSC is
applicable to a purchase of Portfolio shares from such a customer, and
you agree to transmit immediately to us any CDSC to which such
purchase was subject. You hereby represent that if you hold Portfolio
shares subject to a CDSC, you have the capability to track and account
for such charge, and we reserve the right, at our discretion, to
verify that capability by inspecting your tracking and accounting
system or otherwise.
5. Status as Registered Broker/Dealer: (a) Each party to this
Agreement represents to the other party that (i) it is registered as a
broker/dealer under the 1934 Act, (ii) it is qualified to act as a
broker/dealer in the states where it transacts business, and (iii) it
is a member in good standing of the National Association of Securities
Dealers, Inc. ("NASD"). Each party agrees to maintain its
broker/dealer registration and qualifications and its NASD membership
in good standing throughout the term of this Agreement. Each party
agrees to abide by all of the NASD's rules and regulations, including
the NASD's Conduct Rules -- in particular, Section 2830 of such Rules,
which section is deemed a part of and is incorporated by reference in
this Agreement. This Agreement will terminate automatically without
notice in the event that either party's NASD membership is terminated.
(b) Nothing in this Agreement shall cause you to be our partner,
employee, or agent, or give you any authority to act for us or for any
Portfolio. Neither we nor any Portfolio shall be liable for any of
your acts or obligations as a dealer under this Agreement.
6. Information Relating to the Portfolios: (a) No person is
authorized to make any representations concerning shares of a
Portfolio other than those contained in the Portfolio's Prospectus.
In buying Portfolio shares from us under this Agreement, you will rely
only on the representations contained in the Prospectus. Upon your
request, we will furnish you with a reasonable number of copies of the
Portfolios' current prospectuses or statements of additional
information or both (including any stickers thereto).
(b) Any printed or electronic information that we furnish you
(other than the Portfolios' Prospectuses and periodic reports) is our
sole responsibility and not the responsibility of the respective
Portfolios. You agree that the Portfolios will have no liability or
responsibility to you with respect to any such printed or electronic
information. We or the respective Portfolio will bear the expense of
qualifying its shares under the state securities laws.
(c) You may not use any sales literature or advertising material
(including material disseminated through radio, television, or other
electronic media) concerning Portfolio shares, other than the printed
or electronic information referred to in paragraph 6(b) above, in
connection with the offer or sale of Portfolio shares without
obtaining our prior written approval. You may not distribute or make
available to investors any information that we furnish you marked "FOR
DEALER USE ONLY" or that otherwise indicates that it is confidential
or not intended to be distributed to investors.
7. Indemnification: (a) We will indemnify and hold you harmless
from any claim, demand, loss, expense, or cause of action resulting
from the misconduct or negligence, as measured by industry standards,
of us, our agents and employees, in carrying out our obligations under
this Agreement. Such indemnification will survive the termination of
this Agreement.
(b) You will indemnify and hold us harmless from any claim, demand,
loss, expense, or cause of action resulting from the misconduct or
negligence, as measured by industry standards, of you, your agents and
employees, in carrying out your obligations under this Agreement.
Such indemnification will survive the termination of this Agreement.
8. Customer Lists: We hereby agree that we shall not use any list of
your customers which may be obtained in connection with this Agreement
for the purpose of solicitation of any product or service without your
express written consent. However, nothing in this paragraph or
otherwise shall be deemed to prohibit or restrict us or our affiliates
in any way from solicitations of any product or service directed at,
without limitation, the general public, any segment thereof, or any
specific individual, provided such solicitation is not based upon such
list.
9. Duration of Agreement: This Agreement, with respect to any Plan,
will continue in effect for one year from its effective date, and
thereafter will continue automatically for successive annual periods;
provided, however, that such continuance is subject to termination at
any time without penalty if a majority of a Portfolio's Trustees who
are not interested persons of the Portfolio (as defined in the
Investment Company Act of 1940 (the "1940 Act")), or a majority of the
outstanding shares of the Portfolio, vote to terminate or not to
continue the Plan. This Agreement, other than with respect to a Plan,
will continue in effect from year to year after its effective date,
unless terminated as provided herein.
10. Amendment and Termination of Agreement: (a) We may amend any
provision of this Agreement by giving you written notice of the
amendment. Either party to this Agreement may terminate the Agreement
without cause by giving the other party at least thirty (30) days'
written notice of its intention to terminate. This Agreement will
terminate automatically in the event of its assignment (as defined in
the 1940 Act).
(b) In the event that (i) an application for a protective decree
under the provisions of the Securities Investor Protection Act of 1970
is filed against you; (ii) you file a petition in bankruptcy or a
petition seeking similar relief under any bankruptcy, insolvency, or
similar law, or a proceeding is commenced against you seeking such
relief; or (iii) you are found by the SEC, the NASD, or any other
federal or state regulatory agency or authority to have violated any
applicable federal or state law, rule or regulation arising out of
your activities as a broker/dealer or in connection with this
Agreement, this Agreement will terminate effective immediately upon
our giving notice of termination to you. You agree to notify us
promptly and to immediately suspend sales of Portfolio shares in the
event of any such filing or violation, or in the event that you cease
to be a member in good standing of the NASD.
(c) Your or our failure to terminate this Agreement for a
particular cause will not constitute a waiver of the right to
terminate this Agreement at a later date for the same or another
cause. The termination of this Agreement with respect to any one
Portfolio will not cause its termination with respect to any other
Portfolio.
11. Arbitration: In the event of a dispute, such dispute will be
settled by arbitration before arbitrators sitting in Boston,
Massachusetts in accordance with the NASD's Code of Arbitration
Procedure in effect at the time of the dispute. The arbitrators will
act by majority decision and their award may allocate attorneys' fees
and arbitration costs between us. Their award will be final and
binding between us, and such award may be entered as a judgment in any
court of competent jurisdiction.
12. Notices: All notices required or permitted to be given under this
Agreement shall be given in writing and delivered by personal
delivery, by postage prepaid mail, or by facsimile machine or a
similar means of same day delivery (with a confirming copy by mail).
All notices to us shall be given or sent to us at our offices located
at 82 Devonshire Street, Mail Zone L12A, Boston, Massachusetts 02109,
Attn: Bank Wholesale Market. All notices to you shall be given or
sent to you at the address specified by you below. Each of us may
change the address to which notices shall be sent by giving notice to
the other party in accordance with this paragraph 11.
13. Miscellaneous: This Agreement, as it may be amended from time to
time, shall become effective as of the date when it is accepted and
dated below by us. This Agreement is to be construed in accordance
with the laws of the Commonwealth of Massachusetts. This Agreement
supersedes and cancels any prior agreement between us, whether oral or
written, relating to the sale of shares of the Portfolios or any other
subject covered by this Agreement. The captions in this Agreement are
included for convenience of reference only and in no way define or
limit any of the provisions of this Agreement or otherwise affect
their construction or effect.
Very truly yours,
FIDELITY DISTRIBUTORS
CORPORATION

Please return two signed copies of this Agreement to Fidelity
Distributors Corporation. Upon acceptance, one countersigned copy
will be returned to you for your files.

[SIGNATURE LINES OMITTED]

Exhibit e(5)
FORM OF
SELLING DEALER AGREEMENT

We at Fidelity Distributors Corporation invite you
(______________________________) to distribute shares of the mutual
funds, or the separate series or classes of the mutual funds, listed
on Schedule A attached to this Agreement (the "Portfolios"). We may
periodically change the list of Portfolios by giving you written
notice of the change. We are the Portfolios' principal underwriter
and, as agent for the Portfolios, we offer to sell Portfolio shares to
you on the following terms:
1. Certain Defined Terms: As used in this Agreement, the term
"Prospectus" means the applicable Portfolio's prospectus and related
statement of additional information, whether in paper format or
electronic format, included in the Portfolio's then currently
effective registration statement (or post-effective amendment
thereto), and any information that we or the Portfolio may issue to
you as a supplement to such prospectus or statement of additional
information (a "sticker"), all as filed with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of
1933.
2. Purchases of Portfolio Shares for Sale to Customers: (a) In
offering and selling Portfolio shares to your customers, you agree to
act as dealer for your own account; you are not authorized to act as
agent for us or for any Portfolio.
(b) You agree to offer and sell Portfolio shares to your customers
only at the applicable public offering price in accordance with the
Prospectus. If your customer qualifies for a reduced sales charge
pursuant to a special purchase plan (for example, a quantity discount,
letter of intent, or right of accumulation) as described in the
Prospectus, you agree to offer and sell Portfolio shares to your
customer at the applicable reduced sales charge. You agree to deliver
or cause to be delivered to each customer, at or prior to the time of
any purchase of shares, a copy of the then current prospectus
(including any stickers thereto), unless such prospectus has already
been delivered to the customer, and to each customer who so requests,
a copy of the then current statement of additional information
(including any stickers thereto).
(c) You agree to purchase Portfolio shares from us only to cover
purchase orders that you have already received from your customers, or
for your own investment. You also agree not to purchase any Portfolio
shares from your customers at a price lower than the applicable
redemption price, determined in the manner described in the
Prospectus. You will not withhold placing customers' orders so as to
profit yourself as a result of such withholding (for example, by a
change in a Portfolio's net asset value from that used in determining
the offering price to your customers).
(d) We will accept your purchase orders only at the public offering
price applicable to each order, as determined in accordance with the
Prospectus. We will not accept from you a conditional order for
Portfolio shares. All orders are subject to acceptance or rejection
by us in our sole discretion. We may, without notice, suspend sales
or withdraw the offering of Portfolio shares, or make a limited
offering of Portfolio shares.
(e) The placing of orders with us will be governed by instructions
that we will periodically issue to you. You must pay for Portfolio
shares in New York or Boston clearing house funds or in federal funds
in accordance with such instructions, and we must receive your payment
on or before the settlement date established in accordance with Rule
15c6-1 under the Securities Exchange Act of 1934 (the "1934 Act"). If
we do not receive your payment on or before such settlement date, we
may, without notice, cancel the sale, or, at our option, sell the
shares that you ordered back to the issuing Portfolio, and we may hold
you responsible for any loss suffered by us or the issuing Portfolio
as a result of your failure to make payment as required.
(f) You agree to comply with all applicable state and federal laws
and with the rules and regulations of authorized regulatory agencies
thereunder. You agree to offer and sell Portfolio shares only in
states where you may legally offer and sell such Portfolio's shares.
You will not offer shares of any Portfolio for sale unless such shares
are registered for sale under the applicable state and federal laws
and the rules and regulations thereunder.
(g) Certificates evidencing Portfolio shares are not available; any
transaction in Portfolio shares will be effected and evidenced by
book-entry on the records maintained by Fidelity Investments
Institutional Operations Company ("FIIOC"). A confirmation statement
evidencing transactions in Portfolio shares will be transmitted to
you.
(h) You may designate FIIOC to execute your customers' transactions
in Portfolio shares in accordance with the terms of any account,
program, plan, or service established or used by your customers, and
to confirm each transaction to your customers on your behalf. At the
time of the transaction, you guarantee the legal capacity of your
customers and any co-owners of such shares so transacting in such
shares.
3. Your Compensation: (a) Your concession, if any, on your sales of
Portfolio shares will be as provided in the Prospectus or in the
applicable schedule of concessions issued by us and in effect at the
time of our sale to you. Upon written notice to you, we or any
Portfolio may change or discontinue any schedule of concessions, or
issue a new schedule.
(b) If a Portfolio has adopted a plan pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (a "Plan"), we may make
distribution payments or service payments to you under the Plan. If a
Portfolio does not have a currently effective Plan, we or Fidelity
Management & Research Company may make distribution payments or
service payments to you from our own funds. Any distribution payments
or service payments will be made in the amount and manner set forth in
the Prospectus or in the applicable schedule of distribution payments
or service payments issued by us and then in effect. Upon written
notice to you, we or any Portfolio may change or discontinue any
schedule of distribution payments or service payments, or issue a new
schedule. A schedule of distribution payments or service payments
will be in effect with respect to a Portfolio that has a Plan only so
long as that Portfolio's Plan remains in effect.
(c) After the effective date of any change in or discontinuance of
any schedule of concessions, distribution payments, or service
payments, or the termination of a Plan, any concessions, distribution
payments, or service payments will be allowable or payable to you only
in accordance with such change, discontinuance, or termination. You
agree that you will have no claim against us or any Portfolio by
virtue of any such change, discontinuance, or termination. In the
event of any overpayment by us of any concession, distribution
payment, or service payment, you will remit such overpayment.
(d) If any Portfolio shares sold to you by us under the terms of
this Agreement are redeemed by the issuing Portfolio or tendered for
redemption by the customer within seven (7) business days after the
date of our confirmation of your original purchase order for such
shares, you agree (i) to refund promptly to us the full amount of any
concession, distribution payment, or service payment allowed or paid
to you on such shares, and (ii) if not yet allowed or paid to you, to
forfeit the right to receive any concession, distribution payment, or
service payment allowable or payable to you on such shares. We will
notify you of any such redemption within ten (10) days after the date
of the redemption.
4. Certain Types of Accounts: (a) You may instruct FIIOC to
register purchased shares in your name and account as nominee for your
customers. If you hold Portfolio shares as nominee for your
customers, all Prospectuses, proxy statements, periodic reports, and
other printed material will be sent to you, and all confirmations and
other communications to shareholders will be transmitted to you. You
will be responsible for forwarding such printed material,
confirmations, and communications, or the information contained
therein, to all customers for whose account you hold any Portfolio
shares as nominee. However, we or FIIOC on behalf of itself or the
Portfolios will be responsible for the costs associated with your
forwarding such printed material, confirmations, and communications.
You will be responsible for complying with all reporting and tax
withholding requirements with respect to the customers for whose
account you hold any Portfolio shares as nominee.
(b) With respect to accounts other than those accounts referred to
in paragraph 4(a) above, you agree to provide us with all information
(including certification of taxpayer identification numbers and
back-up withholding instructions) necessary or appropriate for us to
comply with legal and regulatory reporting requirements.
(c) Accounts opened or maintained pursuant to the NETWORKING system
of the National Securities Clearing Corporation ("NSCC") will be
governed by applicable NSCC rules and procedures and any agreement or
other arrangement with us relating to NETWORKING.
(d) If you hold Portfolio shares in an omnibus account for two or
more customers, you will be responsible for determining, in accordance
with the Prospectus, whether, and the extent to which, a CDSC is
applicable to a purchase of Portfolio shares from such a customer, and
you agree to transmit immediately to us any CDSC to which such
purchase was subject. You hereby represent that if you hold Portfolio
shares subject to a CDSC, you have the capability to track and account
for such charge, and we reserve the right, at our discretion, to
verify that capability by inspecting your tracking and accounting
system or otherwise.
5. Status as Registered Broker/Dealer: (a) Each party to this
Agreement represents to the other party that (i) it is registered as a
broker/dealer under the 1934 Act, (ii) it is qualified to act as a
broker/dealer in the states where it transacts business, and (iii) it
is a member in good standing of the National Association of Securities
Dealers, Inc. ("NASD"). Each party agrees to maintain its
broker/dealer registration and qualifications and its NASD membership
in good standing throughout the term of this Agreement. Each party
agrees to abide by all of the NASD's rules and regulations, including
the NASD's Conduct Rules -- in particular, Section 2830 of such Rules,
which section is deemed a part of and is incorporated by reference in
this Agreement. This Agreement will terminate automatically without
notice in the event that either party's NASD membership is terminated.
(b) Nothing in this Agreement shall cause you to be our partner,
employee, or agent, or give you any authority to act for us or for any
Portfolio. Neither we nor any Portfolio shall be liable for any of
your acts or obligations as a dealer under this Agreement.
6. Information Relating to the Portfolios: (a) No person is
authorized to make any representations concerning shares of a
Portfolio other than those contained in the Portfolio's Prospectus.
In buying Portfolio shares from us under this Agreement, you will rely
only on the representations contained in the Prospectus. Upon your
request, we will furnish you with a reasonable number of copies of the
Portfolios' current prospectuses or statements of additional
information or both (including any stickers thereto).
(b) Any printed or electronic information that we furnish you
(other than the Portfolios' Prospectuses and periodic reports) is our
sole responsibility and not the responsibility of the respective
Portfolios. You agree that the Portfolios will have no liability or
responsibility to you with respect to any such printed or electronic
information. We or the respective Portfolio will bear the expense of
qualifying its shares under the state securities laws.
(c) You may not use any sales literature or advertising material
(including material disseminated through radio, television, or other
electronic media) concerning Portfolio shares, other than the printed
or electronic information referred to in paragraph 6(b) above, in
connection with the offer or sale of Portfolio shares without
obtaining our prior written approval. You may not distribute or make
available to investors any information that we furnish you marked "FOR
DEALER USE ONLY" or that otherwise indicates that it is confidential
or not intended to be distributed to investors.
7. Indemnification: (a) We will indemnify and hold you harmless
from any claim, demand, loss, expense, or cause of action resulting
from the misconduct or negligence, as measured by industry standards,
of us, our agents and employees, in carrying out our obligations under
this Agreement. Such indemnification will survive the termination of
this Agreement.
(b) You will indemnify and hold us harmless from any claim, demand,
loss, expense, or cause of action resulting from the misconduct or
negligence, as measured by industry standards, of you, your agents and
employees, in carrying out your obligations under this Agreement.
Such indemnification will survive the termination of this Agreement.
8. Customer Lists: We hereby agree that we shall not use any list of
your customers which may be obtained in connection with this Agreement
for the purpose of solicitation of any product or service without your
express written consent. However, nothing in this paragraph or
otherwise shall be deemed to prohibit or restrict us or our affiliates
in any way from solicitations of any product or service directed at,
without limitation, the general public, any segment thereof, or any
specific individual, provided such solicitation is not based upon such
list.
9. Duration of Agreement: This Agreement, with respect to any Plan,
will continue in effect for one year from its effective date, and
thereafter will continue automatically for successive annual periods;
provided, however, that such continuance is subject to termination at
any time without penalty if a majority of a Portfolio's Trustees who
are not interested persons of the Portfolio (as defined in the
Investment Company Act of 1940 (the "1940 Act")), or a majority of the
outstanding shares of the Portfolio, vote to terminate or not to
continue the Plan. This Agreement, other than with respect to a Plan,
will continue in effect from year to year after its effective date,
unless terminated as provided herein.
10. Amendment and Termination of Agreement: (a) We may amend any
provision of this Agreement by giving you written notice of the
amendment. Either party to this Agreement may terminate the Agreement
without cause by giving the other party at least thirty (30) days'
written notice of its intention to terminate. This Agreement will
terminate automatically in the event of its assignment (as defined in
the 1940 Act).
(b) In the event that (i) an application for a protective decree
under the provisions of the Securities Investor Protection Act of 1970
is filed against you; (ii) you file a petition in bankruptcy or a
petition seeking similar relief under any bankruptcy, insolvency, or
similar law, or a proceeding is commenced against you seeking such
relief; or (iii) you are found by the SEC, the NASD, or any other
federal or state regulatory agency or authority to have violated any
applicable federal or state law, rule or regulation arising out of
your activities as a broker/dealer or in connection with this
Agreement, this Agreement will terminate effective immediately upon
our giving notice of termination to you. You agree to notify us
promptly and to immediately suspend sales of Portfolio shares in the
event of any such filing or violation, or in the event that you cease
to be a member in good standing of the NASD.
(c) Your or our failure to terminate this Agreement for a
particular cause will not constitute a waiver of the right to
terminate this Agreement at a later date for the same or another
cause. The termination of this Agreement with respect to any one
Portfolio will not cause its termination with respect to any other
Portfolio.
11. Arbitration: In the event of a dispute, such dispute will be
settled by arbitration before arbitrators sitting in Boston,
Massachusetts in accordance with the NASD's Code of Arbitration
Procedure in effect at the time of the dispute. The arbitrators will
act by majority decision and their award may allocate attorneys' fees
and arbitration costs between us. Their award will be final and
binding between us, and such award may be entered as a judgment in any
court of competent jurisdiction.
12. Notices: All notices required or permitted to be given under this
Agreement shall be given in writing and delivered by personal
delivery, by postage prepaid mail, or by facsimile machine or a
similar means of same day delivery (with a confirming copy by mail).
All notices to us shall be given or sent to us at our offices located
at 82 Devonshire Street, Mail Zone L10A, Boston, Massachusetts 02109,
Attn: Broker Dealer Services Group. All notices to you shall be given
or sent to you at the address specified by you below. Each of us may
change the address to which notices shall be sent by giving notice to
the other party in accordance with this paragraph 12.
13. Miscellaneous: This Agreement, as it may be amended from time to
time, shall become effective as of the date when it is accepted and
dated below by us. This Agreement is to be construed in accordance
with the laws of the Commonwealth of Massachusetts. This Agreement
supersedes and cancels any prior agreement between us, whether oral or
written, relating to the sale of shares of the Portfolios or any other
subject covered by this Agreement. The captions in this Agreement are
included for convenience of reference only and in no way define or
limit any of the provisions of this Agreement or otherwise affect
their construction or effect.
Very truly yours,
FIDELITY DISTRIBUTORS
CORPORATION

Please return two signed copies of this Agreement to Fidelity
Distributors Corporation. Upon acceptance, one countersigned copy
will be returned to you for your files.

[SIGNATURE LINES OMITTED]

Exhibit e(6)
FORM OF
BANK AGENCY AGREEMENT

We at Fidelity Distributors Corporation offer to make available to
your customers shares of the mutual funds, or the separate series or
classes of the mutual funds, listed on Schedules A and B attached to
this Agreement (the "Portfolios"). We may periodically change the
list of Portfolios by giving you written notice of the change. We are
the Portfolios' principal underwriter and act as agent for the
Portfolios. You (____________________________________) are a division
or affiliate of a bank (____________________________________) and
desire to make Portfolio shares available to your customers on the
following terms:
1. Certain Defined Terms: As used in this Agreement, the term
"Prospectus" means the applicable Portfolio's prospectus and related
statement of additional information, whether in paper format or
electronic format, included in the Portfolio's then currently
effective registration statement (or post-effective amendment
thereto), and any information that we or the Portfolio may issue to
you as a supplement to such prospectus or statement of additional
information (a "sticker"), all as filed with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of
1933.
2. Making Portfolio Shares Available to Your Customers: (a) In all
transactions covered by this Agreement: (i) you will act as agent for
your customers; in no transaction are you authorized to act as agent
for us or for any Portfolio; (ii) you will initiate transactions only
upon your customers' orders; (iii) we will execute transactions only
upon receiving instructions from you acting as agent for your
customers; and (iv) each transaction will be for your customer's
account and not for your own account. Each transaction will be
without recourse to you, provided that you act in accordance with the
terms of this Agreement.
(b) You agree to make Portfolio shares available to your customers
only at the applicable public offering price in accordance with the
Prospectus. If your customer qualifies for a reduced sales charge
pursuant to a special purchase plan (for example, a quantity discount,
letter of intent, or right of accumulation) as described in the
Prospectus, you agree to make Portfolio shares available to your
customer at the applicable reduced sales charge. You agree to deliver
or cause to be delivered to each customer, at or prior to the time of
any purchase of shares, a copy of the then current prospectus
(including any stickers thereto), unless such prospectus has already
been delivered to the customer, and to each customer who so requests,
a copy of the then current statement of additional information
(including any stickers thereto).
(c) You agree to order Portfolio shares from us only to cover
purchase orders that you have already received from your customers, or
for your own investment. You will not withhold placing customers'
orders so as to profit yourself as a result of such withholding (for
example, by a change in a Portfolio's net asset value from that used
in determining the offering price to your customers).
(d) We will accept your purchase orders only at the public offering
price applicable to each order, as determined in accordance with the
Prospectus. We will not accept from you a conditional order for
Portfolio shares. All orders are subject to acceptance or rejection
by us in our sole discretion. We may, without notice, suspend sales
or withdraw the offering of Portfolio shares, or make a limited
offering of Portfolio shares.
(e) The placing of orders with us will be governed by instructions
that we will periodically issue to you. You must pay for Portfolio
shares in New York or Boston clearing house funds or in federal funds
in accordance with such instructions, and we must receive your payment
on or before the settlement date established in accordance with Rule
15c6-1 under the Securities Exchange Act of 1934 (the "1934 Act").
(f) You agree to comply with all applicable state and federal laws
and with the rules and regulations of authorized regulatory agencies
thereunder. You agree to make Portfolio shares available to your
customers only in states where you may legally make such Portfolio's
shares available. You will not make available shares of any Portfolio
unless such shares are registered under the applicable state and
federal laws and the rules and regulations thereunder.
(g) Certificates evidencing Portfolio shares are not available; any
transaction in Portfolio shares will be effected and evidenced by
book-entry on the records maintained by Fidelity Investments
Institutional Operations Company ("FIIOC"). A confirmation statement
evidencing transactions in Portfolio shares will be transmitted to
you.
(h) You may designate FIIOC to execute your customers' transactions
in Portfolio shares in accordance with the terms of any account,
program, plan, or service established or used by your customers, and
to confirm each transaction to your customers on your behalf on a
fully disclosed basis. At the time of the transaction, you guarantee
the legal capacity of your customers and any co-owners of such shares
so transacting in such shares.
3. Your Compensation: (a) Your fee, if any, for acting as agent
with respect to sales of Portfolio shares will be as provided in the
Prospectus or in the applicable schedule of agency fees issued by us
and in effect at the time of the sale. Upon written notice to you, we
or any Portfolio may change or discontinue any schedule of agency
fees, or issue a new schedule.
(b) If a Portfolio has adopted a plan pursuant to Rule 12b-1 under
the Investment Company Act of 1940 (a "Plan"), we may make
distribution payments or service payments to you under the Plan. If a
Portfolio does not have a currently effective Plan, we or Fidelity
Management & Research Company may make distribution payments or
service payments to you from our own funds. Any distribution payments
or service payments will be made in the amount and manner set forth in
the Prospectus or in the applicable schedule of distribution payments
or service payments issued by us and then in effect. Upon written
notice to you, we or any Portfolio may change or discontinue any
schedule of distribution payments or service payments, or issue a new
schedule. A schedule of distribution payments or service payments
will be in effect with respect to a Portfolio that has a Plan only so
long as that Portfolio's Plan remains in effect.
(c) After the effective date of any change in or discontinuance of
any schedule of agency fees, distribution payments, or service
payments, or the termination of a Plan, any agency fees, distribution
payments, or service payments will be allowable or payable to you only
in accordance with such change, discontinuance, or termination. You
agree that you will have no claim against us or any Portfolio by
virtue of any such change, discontinuance, or termination. In the
event of any overpayment by us of any agency fee, distribution
payment, or service payment, you will remit such overpayment.
(d) If, within seven (7) business days after our confirmation of
the original purchase order for shares of a Portfolio, such shares are
redeemed by the issuing Portfolio or tendered for redemption by the
customer, you agree (i) to refund promptly to us the full amount of
any agency fee, distribution payment, or service payment paid to you
on such shares, and (ii) if not yet paid to you, to forfeit the right
to receive any agency fee, distribution payment, or service payment
payable to you on such shares. We will notify you of any such
redemption within ten (10) days after the date of the redemption.
4. Certain Types of Accounts: (a) You may instruct FIIOC to
register purchased shares in your name and account as nominee for your
customers. If you hold Portfolio shares as nominee for your
customers, all Prospectuses, proxy statements, periodic reports, and
other printed material will be sent to you, and all confirmations and
other communications to shareholders will be transmitted to you. You
will be responsible for forwarding such printed material,
confirmations, and communications, or the information contained
therein, to all customers for whose account you hold any Portfolio
shares as nominee. However, we or FIIOC on behalf of itself or the
Portfolios will be responsible for the costs associated with your
forwarding such printed material, confirmations, and communications.
You will be responsible for complying with all reporting and tax
withholding requirements with respect to the customers for whose
account you hold any Portfolio shares as nominee.
(b) With respect to accounts other than those accounts referred to
in paragraph 4(a) above, you agree to provide us with all information
(including certification of taxpayer identification numbers and
back-up withholding instructions) necessary or appropriate for us to
comply with legal and regulatory reporting requirements.
(c) Accounts opened or maintained pursuant to the NETWORKING system
of the National Securities Clearing Corporation ("NSCC") will be
governed by applicable NSCC rules and procedures and any agreement or
other arrangement with us relating to NETWORKING.
(d) If you hold Portfolio shares in an omnibus account for two or
more customers, you will be responsible for determining, in accordance
with the Prospectus, whether, and the extent to which, a CDSC is
applicable to a purchase of Portfolio shares from such a customer, and
you agree to transmit immediately to us any CDSC to which such
purchase was subject. You hereby represent that if you hold Portfolio
shares subject to a CDSC, you have the capability to track and account
for such charge, and we reserve the right, at our discretion, to
verify that capability by inspecting your tracking and accounting
system or otherwise.
5. Status as Registered Broker/Dealer or "Bank": (a) Each party to
this Agreement represents to the other party that it is either (i) a
registered broker/dealer under the 1934 Act, or (ii) a "bank" as
defined in Section 3(a)(6) of the 1934 Act.
(b) If a party is a registered broker/dealer, such party represents
that it is qualified to act as a broker/dealer in the states where it
transacts business, and it is a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD"). It agrees
to maintain its broker/dealer registration and qualifications and its
NASD membership in good standing throughout the term of this
Agreement. It agrees to abide by all of the NASD's rules and
regulations, including the NASD's Conduct Rules -- in particular,
Section 2830 of such Rules, which section is deemed a part of and is
incorporated by reference in this Agreement. This Agreement will
terminate automatically without notice in the event that a party's
NASD membership is terminated.
(c) If you are a "bank", you represent that you are duly authorized
to engage in the transactions to be performed under this Agreement,
and you agree to comply with all applicable federal and state laws,
including the rules and regulations of all applicable federal and
state bank regulatory agencies and authorities. This Agreement will
terminate automatically without notice in the event that you cease to
be a "bank" as defined in Section 3(a)(6) of the 1934 Act.
(d) Nothing in this Agreement shall cause you to be our partner,
employee, or agent, or give you any authority to act for us or for any
Portfolio. Neither we nor any Portfolio shall be liable for any of
your acts or obligations as a dealer under this Agreement.
6. Information Relating to the Portfolios: (a) No person is
authorized to make any representations concerning shares of a
Portfolio other than those contained in the Portfolio's Prospectus.
In ordering Portfolio shares from us under this Agreement, you will
rely only on the representations contained in the Prospectus. Upon
your request, we will furnish you with a reasonable number of copies
of the Portfolios' current prospectuses or statements of additional
information or both (including any stickers thereto).
(b) Any printed or electronic information that we furnish you
(other than the Portfolios' Prospectuses and periodic reports) is our
sole responsibility and not the responsibility of the respective
Portfolios. You agree that the Portfolios will have no liability or
responsibility to you with respect to any such printed or electronic
information. We or the respective Portfolio will bear the expense of
qualifying its shares under the state securities laws.
(c) You may not use any sales literature or advertising material
(including material disseminated through radio, television, or other
electronic media) concerning Portfolio shares, other than the printed
or electronic information referred to in paragraph 6(b) above, in
connection with making Portfolio shares available to your customers
without obtaining our prior written approval. You may not distribute
or make available to investors any information that we furnish you
marked "FOR DEALER USE ONLY" or that otherwise indicates that it is
confidential or not intended to be distributed to investors.
7. Indemnification: (a) We will indemnify and hold you harmless
from any claim, demand, loss, expense, or cause of action resulting
from the misconduct or negligence, as measured by industry standards,
of us, our agents and employees, in carrying out our obligations under
this Agreement. Such indemnification will survive the termination of
this Agreement.
(b) You will indemnify and hold us harmless from any claim, demand,
loss, expense, or cause of action resulting from the misconduct or
negligence, as measured by industry standards, of you, your agents and
employees, in carrying out your obligations under this Agreement.
Such indemnification will survive the termination of this Agreement.
8. Customer Lists: We hereby agree that we shall not use any list of
your customers which may be obtained in connection with this Agreement
for the purpose of solicitation of any product or service without your
express written consent. However, nothing in this paragraph or
otherwise shall be deemed to prohibit or restrict us or our affiliates
in any way from solicitations of any product or service directed at,
without limitation, the general public, any segment thereof, or any
specific individual, provided such solicitation is not based upon such
list.
9. Duration of Agreement: This Agreement, with respect to any Plan,
will continue in effect for one year from its effective date, and
thereafter will continue automatically for successive annual periods;
provided, however, that such continuance is subject to termination at
any time without penalty if a majority of a Portfolio's Trustees who
are not interested persons of the Portfolio (as defined in the
Investment Company Act of 1940 (the "1940 Act")), or a majority of the
outstanding shares of the Portfolio, vote to terminate or not to
continue the Plan. This Agreement, other than with respect to a Plan,
will continue in effect from year to year after its effective date,
unless terminated as provided herein.
10. Amendment and Termination of Agreement: (a) We may amend any
provision of this Agreement by giving you written notice of the
amendment. Either party to this Agreement may terminate the Agreement
without cause by giving the other party at least thirty (30) days'
written notice of its intention to terminate. This Agreement will
terminate automatically in the event of its assignment (as defined in
the 1940 Act).
(b) In the event that (i) an application for a protective decree
under the provisions of the Securities Investor Protection Act of 1970
is file against you; (ii) you file a petition in bankruptcy or a
petition seeking similar relief under any bankruptcy, insolvency, or
similar law, or a proceeding is commenced against you seeking such
relief; or (iii) you are found by the SEC, the NASD, or any other
federal or state regulatory agency or authority to have violated any
applicable federal or state law, rule or regulation arising out of
your activities as a broker/dealer or in connection with this
Agreement, this Agreement will terminate effective immediately upon
our giving notice of termination to you. You agree to notify us
promptly and to immediately suspend making Portfolio shares available
to your customers in the event of any such filing or violation, or in
the event that you cease to be a member in good standing of the NASD
or you cease to be a "bank" as defined in Section 3(a)(6) of the 1934
Act.
(c) Your or our failure to terminate this Agreement for a
particular cause will not constitute a waiver of the right to
terminate this Agreement at a later date for the same or another
cause. The termination of this Agreement with respect to any one
Portfolio will not cause its termination with respect to any other
Portfolio.
11. Arbitration: In the event of a dispute, such dispute will be
settled by arbitration before arbitrators sitting in Boston,
Massachusetts in accordance with the NASD's Code of Arbitration
Procedure in effect at the time of the dispute. The arbitrators will
act by majority decision and their award may allocate attorneys' fees
and arbitration costs between us. Their award will be final and
binding between us, and such award may be entered as a judgment in any
court of competent jurisdiction.
12. Notices: All notices required or permitted to be given under this
Agreement shall be given in writing and delivered by personal
delivery, by postage prepaid mail, or by facsimile machine or a
similar means of same day delivery (with a confirming copy by mail).
All notices to us shall be given or sent to us at our offices located
at 82 Devonshire Street, Mail Zone L12A, Boston, Massachusetts 02109,
Attn: Bank Wholesale Market. All notices to you shall be given or
sent to you at the address specified by you below. Each of us may
change the address to which notices shall be sent by giving notice to
the other party in accordance with this paragraph 12.
13. Miscellaneous: This Agreement, as it may be amended from time to
time, shall become effective as of the date when it is accepted and
dated below by us. This Agreement is to be construed in accordance
with the laws of the Commonwealth of Massachusetts. This Agreement
supersedes and cancels any prior agreement between us, whether oral or
written, relating to the sale of shares of the Portfolios or any other
subject covered by this Agreement. The captions in this Agreement are
included for convenience of reference only and in no way define or
limit any of the provisions of this Agreement or otherwise affect
their construction or effect.
Very truly yours,
FIDELITY DISTRIBUTORS
CORPORATION

Please return two signed copies of this Agreement to Fidelity
Distributors Corporation. Upon acceptance, one countersigned copy
will be returned to you for your files.

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