FIDELITY NEWBURY STREET TRUST, 485BPOS, 1999-12-27

FIDELITY NEWBURY STREET TRUST
485BPOS, 1999-12-27

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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. 38 [X]

and

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

Amendment No. 38 [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).
(X) on ( December 28, 1999) pursuant to paragraph (b).
( ) 60 days after filing pursuant to paragraph (a)(1).
( ) on ( ) pursuant to paragraph (a)(1) of Rule 485.
( ) 75 days after filing pursuant to paragraph (a)(2).
( ) on ( ) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

( ) this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

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(registered trademark)
CASH MANAGEMENT
FUNDS

TREASURY FUND -
ADVISOR B CLASS
(Fund 658, CUSIP 233809706)

ADVISOR C CLASS
(Fund 529, CUSIP 650914401)

PROSPECTUS
DECEMBER 28 , 1999

(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

6 VALUING SHARES

SHAREHOLDER INFORMATION 6 BUYING AND SELLING SHARES

14 EXCHANGING SHARES

14 ACCOUNT FEATURES AND POLICIES

17 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

17 TAX CONSEQUENCES

FUND SERVICES 18 FUND MANAGEMENT

18 FUND DISTRIBUTION

APPENDIX 19 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 & 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) Generally maintaining a dollar-weighted average
maturity at 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 as represented by the performance of
Advisor B Class (Class B). Returns are based on past results
and are not an indication of future performance.

YEAR-BY-YEAR RETURNS

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

TREASURY FUND - ADVISOR B CLASS

Calendar Years 1995 1996 1997 1998

4.68% 4.13% 4.23% 4.14%

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: 4.68
Row: 8, Col: 1, Value: 4.13
Row: 9, Col: 1, Value: 4.23
Row: 10, Col: 1, Value: 4.14

DURING THE PERIODS SHOWN IN THE CHART FOR ADVISOR B CLASS OF TREASURY
FUND, THE HIGHEST RETURN FOR A QUARTER WAS 1.19 % (QUARTER
ENDING JUNE 30, 1995 ) AND THE LOWEST RETURN FOR A QUARTER WAS
0.92 % (QUARTER ENDING DECEMBER 31, 1998 ).

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR ADVISOR B CLASS
OF TREASURY FUND WAS 2.66 %.

AVERAGE ANNUAL RETURNS

The returns in the following table include the effect of Class B's
maximum applicable contingent deferred sales charge (CDSC).

For the periods ended Past 1 year Past 5 years Life of class
December 31, 1998

Treasury Fund - Advisor B 0.14% 3.92% 4.01%A
Class

Treasury Fund - Advisor C 3.14% n/a 4.16%B
Class

A FROM JULY 1, 1994.

B FROM NOVEMBER 3, 1997.

If FMR had not reimbursed certain class expenses during these periods,
Advisor B Class's and Advisor C Class's ( Class C) 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 for each class do not
reflect the effect of any expense reimbursements during the period.

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Class B Class C

Sales charge (load) on None None
purchases and reinvested
distributions

Maximum CDSC (as a % of the 5.00%A 1.00%B
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.

ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)

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 0.26% 0.28%

Total annual class operating 1.51% 1.53%
expensesA

A FMR HAS VOLUNTARILY AGREED TO REIMBURSE CLASS B AND CLASS C OF THE
FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES (EXCLUDING INTEREST,
TAXES, BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES), AS A
PERCENTAGE OF T HEIR RESPECTIVE AVERAGE NET ASSETS, EXCEED 1.40
%. THESE ARRANGEMENTS CAN BE DISCONTINUED BY FMR AT ANY TIME.
EFFECTIVE JANUARY 1, 2000, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
CLASS B AND CLASS C OF THE FUND TO THE EXTENT THAT TOTAL OPERATING
EXPENSES (EXCLUDING INTEREST, TAXES, BROKERAGE COMMISSIONS, AND
EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF THEIR RESPECTIVE AVERAGE
NET ASSETS, EXCEED 1.45%. THESE ARRANGEMENTS CAN BE DISCONTINUED BY
FMR AT ANY TIME.

This EXAMPLE helps you compare the cost of investing in the fund 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 open Account closed Account open Account closed

1 year $ 154 $ 654 $ 156 $ 256

3 years $ 477 $ 777 $ 483 $ 483

5 years $ 824 $ 1,024 $ 834 $ 834

10 years $ 1,504A $ 1,504A $ 1,824 $ 1,824

A REFLECTS CONVERSION TO DAILY MONEY CLASS SHARES AFTER A MAXIMUM
OF 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.

PRINCIPAL INVESTMENT STRATEGIES

FMR 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.

FMR generally intends to maintain the fund's dollar-weighted average
maturity at 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.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

MONEY MARKET SECURITIES are high-quality, short-term 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. Money market securities include bank certificates
of deposit, bank acceptances, bank time deposits, notes, commercial
paper, and U.S. Government securities.

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 from
the U.S. Treasury, or the agency or instrumentality issuing or
guaranteeing the security.

A REPURCHASE AGREEMENT is an agreement to buy a security at one price
and a simultaneous agreement to sell it back at an agreed-upon 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. While the fund will be
charged premiums by a mutual insurance company for coverage of
specified types of losses related to default or bankruptcy on certain
securities, the fund may incur losses regardless of the insurance. It
is important to note that neither the fund's share price nor its yield
is guaranteed by the U.S. Government.

The following factors can significantly affect the 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 can be
more sensitive to interest rate changes. Short-term securities tend to
react to changes in short-term interest rates.

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is 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 Securities and Exchange Commission (SEC). The fund's
assets are valued as of this time for the purpose of computing 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 and 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 and 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

RETIREMENT
FOR TAX-ADVANTAGED RETIREMENT SAVINGS
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
(solid bullet) ROTH 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

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 16.

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 (CDSC) upon redemption.

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 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.

Class B and Class C shares can be bought 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 accountsA $500
Program account $10,000

TO ADD TO AN ACCOUNT
By Exchange $100
Program account None

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

A FIDELITY ADVISOR TRADITIONAL IRA, ROTH 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 (AS DEFINED IN THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT), 403(B) PROGRAM OR PLAN COVERING A
SOLE-PROPRIETOR (FORMERLY KEOGH/H.R. 10 PLAN).

KEY INFORMATION

PHONE TO OPEN AN ACCOUNT
(small solid 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
(small solid 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 FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770002 CINCINNATI, (small solid bullet) Complete
OH 45277-0081 and sign the application.
Make your check payable to
the complete name of the
fund and note the applicable
class. Mail to your
investment professional or
to the address at left.

TO ADD TO AN ACCOUNT
(small solid 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.
(small solid 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
(small solid bullet) Bring
your application and check
to your investment
professional.

TO ADD TO AN ACCOUNT
(small solid bullet) Bring
your check to your
investment professional.

WIRE TO OPEN AN ACCOUNT
(small solid 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.
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00159759.
(small solid 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
(small solid bullet) Call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information" to
arrange a wire transaction.
(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00159759.
(small solid 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
(small solid bullet) Not
available.

TO ADD TO AN ACCOUNT
(small solid 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 1 5 or 30 days, depending on your accoun t;

(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 money from prior purchases sufficient to cover your
redemption has been received and collected. This can take up to seven
business days after a purchase.

(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 property rather than in cash if FMR 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.

T o sell shares issued with certificates, call Fidelity for
instructions. The fund no longer issues share certifi cates.

KEY INFORMATION

PHONE (small solid 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.

(small solid 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 FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANT,
P.O. BOX 770002 CINCINNATI, SOLE PROPRIETORSHIP, UGMA,
OH 45277-0081 UTMA
(small solid bullet) Send a
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 to be 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
(small solid 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
(small solid 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 to be 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
(small solid 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 to be sold.
At least one person
authorized by corporate
resolution to act on the
account must sign the letter
of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid 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
(small solid 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
(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit
your investment professional
to request one.

TRUST
(small solid 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
(small solid 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.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Visit
your investment professional
for instructions.

AUTOMATICALLY (small solid bullet) Use
Fidelity Advisor Systematic
Exchange Program to exchange
to the same class of a
Fidelity Advisor fund.

(small solid 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 fund may terminate or modify the exchange privilege 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.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
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, (small solid bullet) To set
semi-annually, or annually up a Program account, call
your investment professional
or call Fidelity at the
appropriate number found in
"General Information."

(small solid 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.

(small solid 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.

(small solid 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.

(small solid 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 quarterly (small solid bullet) Accounts
with a value of $10,000 or
more in Class B or Class C
shares are eligible for this
program.

(small solid bullet) To set
up, call your investment
professional or call
Fidelity at the appropriate
number found in "General
Information" for instructions.

(small solid 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.

(small solid 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.

(small solid bullet) You may
set your withdrawal amount
as a percentage of the value
of your account or a fixed
dollar amount.

</TABLE>

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

WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the Wire feature before
using it. Complete the appropriate section on the application when
opening your account.

(small solid 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.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

(small solid bullet) To add the wire feature or to change the bank
account designated to receive redemption proceeds at any time prior to
making a redemption request, you should send a letter of instruction,
including a signature guarantee, to 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 Fidelity at 1-888-622-3175 if you need additional
copies of financial reports or prospectuses.

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 CERTAIN SERVICES, such as providing
historical account documents.

DIVIDENDS AND CAPITAL GAIN 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 gain distributions.

Distributions you receive from the fund consist primarily of
dividends. The fund normally 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 gain distributions,
if any, will be automatically reinvested in additional shares of the
same class of the fund. If you do not indicate a choice on your
application, you will be assigned this option.

2. CASH OPTION. Your dividends and capital gain 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, while
the fund's distributions of long-term capital gains, if any, are
taxable to you generally as capital gains.

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.

FMR is the fund's manager.

As of March 25, 1999, FMR had approximately $521.7 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, serves as sub-adviser for the fund. FIMM is primarily
responsible for choosing investments for the fund.

FIMM is an affiliate of FMR. As of March 29, 1999, FIMM had
approximately $159.8 billion in discretionary assets under
management.

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.

From time to time a manager, analyst, or other Fidelity employee may
express views regarding a particular company, security, industry, or
market sector. The views expressed by any such person are the views of
only that individual as of the time expressed and do not necessarily
represent the views of Fidelity or any other person in the Fidelity
organization. Any such views are subject to change at any time based
upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity 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.

FMR pays FIMM for providing assistance with investment advisory
services.

FMR may, from time to time, agree to reimburse a 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,
which may be discontinued by FMR at any time, can decrease a class's
expenses and boost its performance.

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 (FDC) distributes each 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 bought by exchange retain the contingent deferred
sales charge (CDSC) schedule that was in effect when you originally
bought the Fidelity Advisor fund Class B shares that you exchanged for
Class B shares of the fund.

Class B shares bought 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 years 4%

2 years to less than 3 years 3%

3 years to less than 4 years 3%

4 years to less than 5 years 2%

5 years to less than 6 years 1%

6 years to less than 7 yearsA 0%

A AFTE R A MAXIMUM O F 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 gain
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, 403(b) program or plan
covering a sole-proprietor (formerly Keogh/H.R. 10 plan) or through
reinvestment of dividends or capital gain 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 gain
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 Class B or Class C CDSC will not apply to the redemption of
shares:

1. For disability or death, provided that the shares are sold within
one year following the death or the initial determination of
disability;

2. That are permitted without penalty at age 70 1/2 pursuant to the
Internal Revenue Code from retirement plans or accounts (other than of
shares purchased on or after February 11, 1999 for Traditional IRAs,
Roth IRAs and Rollover IRAs);

3. For disability, payment of death benefits, or minimum required
distributions starting at age 70 1/2 from Traditional IRAs, Roth IRAs
and Rollover IRAs purchased on or after February 11, 1999;

4. Through the Fidelity Advisor Systematic Withdrawal Program; or

5. (Applicable to Class C only) From an employee benefit plan, 403(b)
program or plan covering a sole-proprietor (formerly Keogh/H.R. 10
plan).

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.

To qualify for the reinstatement privilege, you must notify
Fidelity in writing in advance of your reinve stment.

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 bought 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 pursuant to Rule 12b-1 under
the Investment Company Act of 1940. Under the Plan, Daily Money Class
currently pays FDC a monthly 12b-1 fee at an annual rate of 0.25% of
its average net assets throughout the month. In addition, 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 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 the fund
has authorized such payments.

Class B of the 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 of the fund 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 of the fund 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 the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Class C of the fund 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 of the fund 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 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 (distribution) fees 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 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,
403(b) program or plan covering a sole-proprietor (formerly Keogh/H.R.
10 plan) or through reinvestment of dividends or capital gain
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, including its affiliates,
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, including its
affiliates, for providing shareholder support services.

Because 12b-1 fees are paid out of each 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, each plan specifically recognizes 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 shares of the
fund to or to buy shares of the fund from any person to whom it is
unlawful to make such offer.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand
each class's financial history for the past 5 years or, if shorter,
the period of the class's operations. Certain information reflects
financial results for a single class share. The total returns in the
table represent the rate that an investor would have earned (or lost)
on an investment in the class (assuming the reinvestment of all
dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, 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.

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

Years ended October 31, 1999 1998 1997 1996 E 1996 F 1995 F

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period

Income from Investment
Operations

Net interest income .035 .042 .041 .010 .043 .042

Less Distributions

From net interest income (.035) (.042) (.041) (.010) (.043) (.042)

Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B, C 3.61% 4.26% 4.20% 1.01% 4.33% 4.28%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 157 $ 76 $ 46 $ 20 $ 40 $ 3
(in millions)

Ratio of expenses to average 1.40% D 1.40% D 1.39% D 1.35% A,D 1.35% D 1.35% D
net assets

Ratio of net interest income 3.60% 4.16% 4.24% 3.96%A 4.13% 4.22%
to average net assets

</TABLE>

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE CONTINGENT DEFERRED SALES CHARGE
AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E THREE MONTHS ENDED OCTOBER 31, 1996
F YEARS ENDED JULY 31

TREASURY FUND - ADVISOR C CLASS

Years ended October 31, 1999 1998 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 1.000 $ 1.000
period

Income from Investment
Operations

Net interest income .035 .041

Less Distributions

From net interest income (.035) (.041)

Net asset value, end of period $ 1.000 $ 1.000

TOTAL RETURN B, C 3.61% 4.22%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 62 $ 16
millions)

Ratio of expenses to average 1.40% D 1.40% A, D
net assets

Ratio of net interest income 3.61% 4.24% A
to average net assets

A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE CONTINGENT DEFERRED SALES CHARGE
AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF ADVISOR
C CLASS SHARES) TO OCTOBER 31, 1998

You can obtain additional information about the fund. The fund's 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 holdings and performance.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

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 811-3518

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

1.538747.102 DMFB/DMFC-pro-1299

FIDELITY(registered trademark)
CASH MANAGEMENT
FUNDS

TREASURY FUND - DAILY MONEY CLASS
(Fund 058, CUSIP 233809201)

PRIME FUND - DAILY MONEY CLASS
(Fund 083, CUSIP 233809102)

TAX-EXEMPT FUND - DAILY MONEY CLASS
(Fund 084, CUSIP 233816107)

PROSPECTUS
DECEMBER 28, 1999

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

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

3 PERFORMANCE

5 FEE TABLE

FUND BASICS 7 INVESTMENT DETAILS

8 VALUING SHARES

SHAREHOLDER INFORMATION 8 BUYING AND SELLING SHARES

15 EXCHANGING SHARES

16 ACCOUNT FEATURES AND POLICIES

17 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

18 TAX CONSEQUENCES

FUND SERVICES 18 FUND MANAGEMENT

19 FUND DISTRIBUTION

APPENDIX 20 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 & 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) Generally maintaining a dollar-weighted average
maturity at 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.

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's principal investment strategies include:

(small solid bullet) Investing 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, and entering into
reverse repurchase agreements.

(small solid bullet) Investing more than 25% of total assets in the
financial services industry.

(small solid bullet) Generally maintaining a dollar-weighted average
maturity at 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 and interest rates and economic downturns
can have a significant negative effect on issuers in the financial
services sector.

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) Normally investing in municipal money
market securities.

(small solid bullet) Normally investing 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 municipal securities that finance similar types of 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.

PERFORMANCE

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

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
YEAR-BY-YEAR RETURNS

TREASURY - DAILY MONEY CLASS

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

8.96% 7.84% 5.57% 3.37% 2.66% 3.63% 5.42% 4.85% 5.01% 4.92%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: 8.960000000000001
Row: 2, Col: 1, Value: 7.84
Row: 3, Col: 1, Value: 5.57
Row: 4, Col: 1, Value: 3.37
Row: 5, Col: 1, Value: 2.66
Row: 6, Col: 1, Value: 3.63
Row: 7, Col: 1, Value: 5.42
Row: 8, Col: 1, Value: 4.85
Row: 9, Col: 1, Value: 5.01
Row: 10, Col: 1, Value: 4.92

DURING THE PERIODS SHOWN IN THE CHART FOR DAILY MONEY CLASS OF
TREASURY FUND, THE HIGHEST RETURN FOR A QUARTER WAS 2.28 %
(QUARTER ENDING JUNE 30, 1989 ) AND THE LOWEST RETURN FOR A
QUARTER WAS 0.65% (QUARTER ENDING DECEMBER 31,
1993 ).

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR DAILY MONEY
CLASS OF TREASURY FUND WAS 3.23%.

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

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

9.06% 7.99% 5.76% 3.32% 2.70% 3.79% 5.49% 4.95% 5.11% 5.08%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: 9.060000000000001
Row: 2, Col: 1, Value: 7.99
Row: 3, Col: 1, Value: 5.76
Row: 4, Col: 1, Value: 3.32
Row: 5, Col: 1, Value: 2.7
Row: 6, Col: 1, Value: 3.79
Row: 7, Col: 1, Value: 5.49
Row: 8, Col: 1, Value: 4.95
Row: 9, Col: 1, Value: 5.109999999999999
Row: 10, Col: 1, Value: 5.08

DURING THE PERIODS SHOWN IN THE CHART FOR DAILY MONEY CLASS OF
PRIME FUND, THE HIGHEST RETURN FOR A QUARTER WAS 2.32 % (QUARTER
ENDING JUNE 30, 1 989) AND THE LOWEST RETURN FOR A QUARTER WAS
0.66% (QUARTER ENDING SEPTEMBER 30, 1993 ).

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR DAILY MONEY
CLASS OF PRIME FUND WAS 3.40%.

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

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

5.76% 5.38% 4.20% 2.66% 2.05% 2.41% 3.38% 2.97% 3.15% 2.93%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: 5.76
Row: 2, Col: 1, Value: 5.38
Row: 3, Col: 1, Value: 4.2
Row: 4, Col: 1, Value: 2.66
Row: 5, Col: 1, Value: 2.05
Row: 6, Col: 1, Value: 2.41
Row: 7, Col: 1, Value: 3.38
Row: 8, Col: 1, Value: 2.97
Row: 9, Col: 1, Value: 3.15
Row: 10, Col: 1, Value: 2.93

DURING THE PERIODS SHOWN IN THE CHART FOR DAILY MONEY CLASS OF
TAX-EXEMPT FUND, THE HIGHEST RETURN FOR A QUARTER WAS 1.51%
(QUARTER ENDING JUNE 30, 1989) AND THE LOWEST RETURN FOR A QUARTER WAS
0.46% (QUARTER ENDING MARCH 31, 1994 ).

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR DAILY MONEY
CLASS OF TAX-EXEMPT FUND WAS 1.94%.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Past 5 years Past 10 years
December 31, 1998

Treasury Fund - Daily Money 4.92% 4.76% 5.21%
Class

Prime Fund - Daily Money Class 5.08% 4.88% 5.31%

Tax-Exempt Fund - Daily Money 2.93% 2.97% 3.48%
Class

If FMR had not reimbursed certain class expenses during these periods,
Daily Money Class's 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 for Daily Money Class
do not reflect the effect of any expense reimbursements during the
period .

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Sales charge (load) on None
purchases and reinvested
distributions

Deferred sales charge (load) None
on redemptions

ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)

TREASURY FUND Management fee 0.25%

Distribution and Service 0.25%
(12b-1) fee

Other expenses 0.26%

Total annual class operating 0.76%
expensesA

PRIME FUND Management fee 0.25%

Distribution and Service 0.25%
(12b-1) fee

Other expenses 0.27%

Total annual class operating 0.77%
expensesA

TAX-EXEMPT FUND Management fee 0.25%

Distribution and Service 0.25%
(12b-1) fee

Other expenses 0.29%

Total annual class operating 0.79%
expensesA

A EFFECTIVE OCTOBER 14, 1988, FMR HAS VOLUNTARILY AGREED TO
REIMBURSE DAILY MONEY CLASS OF EACH FUND TO THE EXTENT THAT TOTAL
OPERATING EXPENSES (EXCLUDING INTEREST, TAXES, BROKERAGE COMMISSIONS,
AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF THEIR RESPECTIVE
AVERAGE NET ASSETS, EXCEED 0.65 %. THESE ARRANGEMENTS CAN BE
DISCONTINUED BY FMR AT ANY TIME. EFFECTIVE JANUARY 1, 2000, FMR HAS
VOLUNTARILY AGREED TO REIMBURSE DAILY MONEY CLASS OF EACH FUND TO THE
EXTENT THAT TOTAL OPERATING EXPENSES (EXCLUDING INTEREST, TAXES,
BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
THEIR RESPECTIVE AVERAGE NET ASSETS, EXCEED 0.70%. THESE ARRANGEMENTS
CAN BE DISCONTINUED BY FMR AT ANY TIME.

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:

TREASURY FUND 1 year $ 78

3 years $ 243

5 years $ 422

10 years $ 942

PRIME FUND 1 year $ 79

3 years $ 246

5 years $ 428

10 years $ 954

TAX-EXEMPT FUND 1 year $ 81

3 years $ 252

5 years $ 439

10 years $ 978

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.

PRINCIPAL INVESTMENT STRATEGIES

FMR 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.

FMR generally intends to maintain the fund's dollar-weighted average
maturity at 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

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 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.

FMR generally intends to maintain the fund's dollar-weighted average
maturity at 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.

FMR normally invests the fund's assets 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 municipal
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 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, bank acceptances, bank time
deposits, notes, commercial paper and U.S. Government securities.
Municipal money market securities include variable rate demand notes,
commercial paper, and municipal notes.

A REPURCHASE AGREEMENT is an agreement to buy a security at one price
and a simultaneous agreement to sell it back at an agreed-upon price.

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.

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. While the funds will be
charged premiums by a mutual insurance company for coverage of
specified types of losses related to default or bankruptcy on certain
securities, a fund may incur losses regardless of the insurance. It is
important to note that neither the funds' share prices nor
their yields are guaranteed by the U.S. Government.

The following factors can 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 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 sector 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 highly
dependent on the supply of short-term financing. 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 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 the Internal Revenue Service determines an issuer of a
municipal security has not complied with applicable tax requirements,
interest from the security could become taxable and the security could
decline significantly in value. In addition, if the structure of a
security fails to function as intended, interest from the security
could become taxable or the security could decline in value.

In response to market, economic, political , or other
conditions, FMR may temporarily use a different investment strategy
for Tax-Exempt Fund for defensive purposes. If FMR does so, different
factors could affect Tax-Exempt Fund's performance, and the fund could
distribute income subject to federal income tax.

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed 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.

PRIME 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

Each 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 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 Securities and Exchange Commission
(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 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

RETIREMENT
FOR TAX-ADVANTAGED RETIREMENT SAVINGS
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
(solid bullet) ROTH 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.
Each fund's shares are sold without a sales charge.

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.

Daily Money Class shares can be bought 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 $1000

For certain Fidelity retirement accountsA $500

TO ADD TO AN ACCOUNT $250

For certain Fidelity retirement accountsA $100

Through regular investment plans $100

MINIMUM BALANCE $500

A FIDELITY TRADITIONAL IRA, ROTH 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, each fund may waive or lower
purchase minimums in other circumstances.

KEY INFORMATION

PHONE 1-800-843-3001 TO OPEN AN ACCOUNT
(small solid 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
(small solid 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
(small solid 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.
(small solid 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
(small solid bullet) Bring
your application and check
to your investment
professional.

TO ADD TO AN ACCOUNT
(small solid bullet) Bring
your check to your
investment professional.

WIRE TO OPEN AN ACCOUNT
(small solid 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.
(small solid bullet) Wire to:
The Bank of New York, Bank
Routing # 021000018, Account
# 8900118245.
(small solid 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
(small solid bullet) Call
your investment professional
or, if you trade directly
through Fidelity, call
1-800-843-3001 to arrange a
wire transaction.
(small solid bullet) Wire to:
The Bank of New York, Bank
Routing # 021000018, Account
# 8900118245.
(small solid 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
(small solid bullet) Not
available.

TO ADD TO AN ACCOUNT
(small solid 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.

(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 15 or 30 days, depending on your account ;

(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.

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 may be paid in securities or
other property rather than in cash if FMR 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.

To sell shares issued with certificates, call Fidelity for
instructions. The funds no longer issue share certificates.

KEY INFORMATION

PHONE 1-800-843-3001 (small solid bullet) Call
your 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.

(small solid 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 FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANTS,
P.O. BOX 770002 CINCINNATI, SOLE PROPRIETORSHIP, UGMA/UTMA
OH 45277-0081 (small solid bullet) 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 fund's name,
the class name, your fund
account number, and the
dollar amount or number of
shares to be 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
(small solid 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
(small solid 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 to be 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
(small solid 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 to be sold.
At least one person
authorized by corporate
resolution to act on the
account must sign the letter
of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid 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
(small solid 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
(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit
your investment professional
to request one.

TRUSTS
(small solid 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.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Visit
your investment professional
for instructions.

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

CHECK (small solid bullet) Write a
check to sell 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
t rading 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.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
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, quarterly, (small solid bullet) To set
semi-annually, or annually up, call your investment
professional or, if you
trade directly through
Fidelity, call
1-800-843-3001 after both
accounts are opened.

(small solid 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.

</TABLE>

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

WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the Wire feature before
using it. Complete the appropriate section on the application when
opening your account.

(small solid 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.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

(small solid bullet) To add the wire feature or to change the bank
account designated to receive redemption proceeds at any time prior to
making a redemption request, you should send a letter of instruction,
including a signature guarantee, to your investment professional or,
if you trade directly through Fidelity, to the address found in
"General Information."

CHECKWRITING
TO REDEEM SHARES FROM YOUR ACCOUNT.

(small solid bullet) To set up, complete the appropriate section on
the application.

(small solid bullet) All account owners must sign a signature card to
receive a checkbook.

(small solid bullet) You may write an unlimited number of checks.

(small solid bullet) Minimum check amount: $500.

(small solid bullet) Do not try to close out your account by check.

(small solid 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) 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 Fidelity at 1-888-622-3175 if you need additional copies
of financial reports or prospectuses .

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.

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents .

DIVIDENDS AND CAPITAL GAIN 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 gain 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 Associa tion) or the New York Fed
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 New York Fed 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 New York Fed
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 New York Fed d oes 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 gain 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 gain distributions, if any,
will be paid in cash.

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 tax. A portion of the dividends you receive from the municipal
fund may be subject to federal and state income taxes. You may also
receive taxable distributions attributable to the fund's sale of
municipal bonds.

For federal tax purposes, Prime Fund and Treasury Fund's dividends and
each fund's distributions of short term capital gains and gains on
bonds characterized as market discount 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 for federal tax
purposes.

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.

FMR is each fund's manager.

As of March 25, 1999 , FMR had approximately $521.7
billion in discretionary assets under management.

As the manager, FMR is responsible for choosing each fund's
investments and handling their business affairs.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, serves as sub-adviser for each fund. FIMM is primarily
responsible for choo sing investments for each fund.

FIMM is an affiliate of FMR. As of March 29, 1999 , FIMM had
approximately $159.8 in discretionary assets under management.

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.

Each fund pays a management fee to FMR. T he 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.

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, which may be discontinued by FMR at any time, can
decrease a class's expenses and boost its performance.

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 (FDC) distributes Daily Money
Class's shares.

Your Daily Money Class shares purchased by exchange from Class A or
Class T shares of an Advisor fund are subject to any contingent
deferred sales charge to which the Class A or Class T shares that you
exchanged for Daily Money Class shares would have been subject.

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, each Daily Money Class plan specifically recognizes 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 record keeping 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 p rospectus. If given or made, such
other information or representations must not be relied upon as having
been authorized by the funds or FDC. This pr ospectus and the
related SAI do not constitute an offer by the funds or by FDC to sell
shares of the funds to or to buy shares of the funds from any person
to whom it is unlawful to make such offer.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights tables are 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. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the class
(assuming reinvestment of all dividends and distributions). This
information has been audited by PricewaterhouseCoopers LLP,
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.

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

Years ended October 31, 1999 1998 1997 1996 E 1996 F 1995 F

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period

Income from Investment
Operations

Net interest income .043 .049 .049 .012 .049 .049

Less Distributions

From net interest income (.043) (.049) (.049) (.012) (.049) (.049)

Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B, C 4.38% 5.04% 4.97% 1.19% 5.06% 5.02%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 1,335 $ 1,261 $ 1,284 $ 1,801 $ 1,801 $ 1,828
(in millions)

Ratio of expenses to average .65% D .65% D .65% D .65% A, D .65% D .65% D
net assets

Ratio of net interest income 4.30% 4.93% 4.88% 4.66% A 4.94% 4.89%
to average net assets

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E THREE MONTHS ENDED OCTOBER 31, 1996
F YEARS ENDED JULY 31

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

Years ended October 31, 1999 1998 1997 1996 E 1996 F 1995 F

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period

Income from Investment
Operations

Net interest income .046 .050 .050 .012 .050 .050

Less Distributions

From net interest income (.046) (.050) (.050) (.012) (.050) (.050)

Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B, C 4.65% 5.15% 5.06% 1.22% 5.13% 5.16%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 4,336 $ 3,397 $ 2,687 $ 2,663 $ 2,581 $ 2,139
millions)

Ratio of expenses to average .65% D .65% D .65% D .65% A, D .65% D .65% D
net assets

Ratio of net interest income 4.57% 5.03% 4.95% 4.85% A 5.00% 5.11%
to average net assets

</TABLE>

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

Years ended October 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period

Income from Investment
Operations

Net interest income .026 .030 .031 .030 .033

Less Distributions

From net interest income (.026) (.030) (.031) (.030) (.033)

Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN A 2.65% 3.03% 3.10% 3.02% 3.36%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 503 $ 519 $ 469 $ 500 $ 559
millions)

Ratio of expenses to average .65% B .65% B .65% B .65% B .65% B
net assets

Ratio of net interest income 2.61% 2.99% 3.06% 2.98% 3.31%
to average net assets

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

You can obtain additional information about the funds. The funds' 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 holdings and performance.

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-888-622-3175.

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 , 811-3518

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

1.702675.102 DMFI-pro-1299

FIDELITY(registered trademark)
CASH MANAGEMENT
FUNDS

TREASURY FUND - CAPITAL RESERVES CLASS
(Fund 077, CUSIP 650914104)

PRIME FUND - CAPITAL RESERVES CLASS
(Fund 076, CUSIP 650914203)

TAX-EXEMPT FUND - CAPITAL RESERVES CLASS
(Fund 079, CUSIP 650914302)

PROSPECTUS
DECEMBER 28, 1999

(FIDELITY_LOGO_GRAPHIC)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

3 PERFORMANCE

5 FEE TABLE

FUND BASICS 7 INVESTMENT DETAILS

8 VALUING SHARES

SHAREHOLDER INFORMATION 8 BUYING AND SELLING SHARES

15 EXCHANGING SHARES

15 ACCOUNT FEATURES AND POLICIES

16 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

16 TAX CONSEQUENCES

FUND SERVICES 17 FUND MANAGEMENT

17 FUND DISTRIBUTION

APPENDIX 18 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 & 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) Generally maintaining a dollar-weighted average
maturity at 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.

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's principal investment strategies include:

(small solid bullet) Investing more than 25% of total assets in the
financial services industry.

(small solid bullet) Generally maintaining a dollar-weighted average
maturity at 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.

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) Normally investing in municipal money market
securities.

(small solid bullet) Normally investing so that at least 80% of the
fund's income distributions is exempt from federal income tax.

(small solid bullet) Potentially investing more than 25% of total
assets in municipal securities that finance similar types of 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) 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.

PERFORMANCE

The following information illustrates each fund's performance over the
past year. Returns are based on past results and are not an indication
of future performance.

YEAR-BY-YEAR RETURNS

TREASURY FUND - CAPITAL RESERVES CLASS

Calendar Years 1998

4.66%

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: 4.659999999999999

DURING THE PERIOD SHOWN IN THE CHART FOR CAPITAL RESERVES CLASS OF
TREASURY FUND, THE HIGHEST RETURN FOR A QUARTER WAS 1.19% (QUARTER
ENDING SEPTEMBER 30, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS
1.05% (QUARTER ENDING DECEMBER 31, 1998).

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR CAPITAL
RESERVES CLASS OF TREASURY FUND WAS 3.04%.

PRIME FUND - CAPITAL RESERVES CLASS

Calendar Years 1998

4.82%

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: 4.819999999999999

DURING THE PERIOD SHOWN IN THE CHART FOR CAPITAL RESERVES CLASS OF
PRIME FUND, THE HIGHEST RETURN FOR A QUARTER WAS 1.20% (QUARTER ENDING
SEPTEMBER 30, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS 1.14%
(QUARTER ENDING DECEMBER 31, 1998).

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR CAPITAL
RESERVES CLASS OF PRIME FUND WAS 3.21%.

TAX-EXEMPT FUND - CAPITAL RESERVES CLASS

Calendar Years 1998

2.68%

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: 2.68

DURING THE PERIOD SHOWN IN THE CHART FOR CAPITAL RESERVES CLASS OF
TAX-EXEMPT FUND, THE HIGHEST RETURN FOR A QUARTER WAS 0.73% (QUARTER
ENDING JUNE 30, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS 0.62%
(QUARTER ENDING DECEMBER 31, 1998).

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1999 FOR CAPITAL
RESERVES CLASS OF TAX-EXEMPT FUND WAS 1.75%.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Life of ClassA
December 31, 1998

Treasury Fund - Capital 4.66% 4.69%
Reserves Class

Prime Fund - Capital Reserves 4.82% 4.84%
Class

Tax-Exempt Fund - Capital 2.68% 2.73%
Reserves Class

A FROM OCTOBER 31, 1997.

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

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 for Capital
Reserves Class do not reflect the effect of any expense reimbursements
during the period.

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Sales charge (load) on None
purchases and reinvested
distributions

Deferred sales charge (load) None
on redemptions

ANNUAL CLASS OPERATING EXPENSES (PAID FROM CLASS ASSETS)

TREASURY FUND Management fee 0.25%

Distribution and Service 0.50%
(12b-1) fee

Other expenses 0.27%

Total annual class operating 1.02%
expensesA

PRIME FUND Management fee 0.25%

Distribution and Service 0.50%
(12b-1) fee

Other expenses 0.26%

Total annual class operating 1.01%
expensesA

TAX-EXEMPT FUND Management fee 0.25%

Distribution and Service 0.50%
(12b-1) fee

Other expenses 0.29%

Total annual class operating 1.04%
expensesA

A EFFECTIVE OCTOBER 31, 1997, FMR HAS VOLUNTARILY AGREED TO
REIMBURSE CAPITAL RESERVES CLASS OF EACH FUND TO THE EXTENT THAT TOTAL
OPERATING EXPENSES (EXCLUDING INTEREST, TAXES, BROKERAGE COMMISSIONS,
AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF THEIR RESPECTIVE
AVERAGE NET ASSETS, EXCEED 0.90% THESE ARRANGEMENTS CAN BE
DISCONTINUED BY FMR AT ANY TIME. EFFECTIVE JANUARY 1, 2000, FMR HAS
VOLUNTARILY AGREED TO REIMBURSE CAPITAL RESERVES CLASS OF EACH FUND TO
THE EXTENT THAT TOTAL OPERATING EXPENSES (EXCLUDING INTEREST, TAXES,
BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
THEIR RESPECTIVE AVERAGE NET ASSETS, EXCEED 0.95%. THESE ARRANGEMENTS
CAN BE DISCONTINUED BY FMR AT ANY TIME.

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:

TREASURY FUND 1 year $ 104

3 years $ 325

5 years $ 563

10 years $ 1,248

PRIME FUND 1 year $ 103

3 years $ 322

5 years $ 558

10 years $ 1,236

TAX-EXEMPT FUND 1 year $ 106

3 years $ 331

5 years $ 574

10 years $ 1,271

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.

PRINCIPAL INVESTMENT STRATEGIES

FMR 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.

FMR generally intends to maintain the fund's dollar-weighted average
maturity at 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

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 will invest more than 25% of the fund's total assets in the
financial services industry.

FMR generally intends to maintain the fund's dollar-weighted average
maturity at 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.

FMR may invest more than 25% of the fund's total assets in
municipal 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 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, bank acceptances, bank time
deposits, notes, commercial paper and U.S. Government securities.
Municipal money market securities include variable rate demand notes,
commercial paper, and municipal notes.

A REPURCHASE AGREEMENT is an agreement to buy a security at one price
and a simultaneous agreement to sell it back at an agreed-upon 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. While the funds will be
charged premiums by a mutual insurance company for coverage of
specified types of losses related to default or bankruptcy on certain
securities, a fund may incur losses regardless of the insurance. It is
important to note that neither the funds' share prices n or
their yields are guaranteed by the U.S. Government.

The following factors can 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 sector can be more
sensitive to interest rate changes. Short-term securities tend to
react to changes in short-term interest rates.

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed 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.

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

VALUING SHARES

Each 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 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 Securities and Exchange Commission
(SEC). Each fund's assets are valued as of this time for the purpose
of computing Capital Reserves Class's NAV.

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 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

RETIREMENT
FOR TAX-ADVANTAGED RETIREMENT SAVINGS
(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)
(solid bullet) ROTH 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 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.

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.

Capital Reserves Class shares can be bought 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 $1000

For certain Fidelity retirement accountsA $500

TO ADD TO AN ACCOUNT $250

For certain Fidelity retirement accountsA $100

Through regular investment plans $100

MINIMUM BALANCE $500

A FIDELITY TRADITIONAL IRA, ROTH 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, each fund may waive or lower
purchase minimums in other circumstances.

KEY INFORMATION

PHONE 1-800-843-3001 TO OPEN AN ACCOUNT
(small solid 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
(small solid 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
(small solid 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.
(small solid 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
(small solid bullet) Bring
your application and check
to your investment
professional.

TO ADD TO AN ACCOUNT
(small solid 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.

(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 15 or 30 days , depending on your account ;

(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.

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) Redemption proceeds may be paid in securities or
other property rather than in cash if FMR determines it
is in the best interests of a fund.

(small solid bullet) If you sell shares of Treasury Fund, Prime 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

(small solid 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.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Call
your investment professional
or, if you trade directly
through Fidelity, call
1-800-843-3001 for
instructions.

RETIREMENT ACCOUNT
(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit
your investment professional
to request one.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN
(small solid bullet) Visit
your investment professional
for instructions.

CHECK (small solid bullet) Write a
check to sell 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.

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 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.

WIRE
TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the Wire feature before
using it. Complete the appropriate section on the application when
opening your account.

(small solid 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.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

(small solid bullet) To add the wire feature or to change the bank
account designated to receive redemption proceeds at any time prior to
making a redemption request, you should send a letter of instruction,
including a signature guarantee, to your investment professional or,
if you trade directly through Fidelity, to the address found in
"General Information."

CHECKWRITING
TO REDEEM SHARES FROM YOUR ACCOUNT.

(small solid bullet) To set up, complete the appropriate section on
the application.

(small solid bullet) All account owners must sign a signature card to
receive a checkbook.

(small solid bullet) You may write an unlimited number of checks.

(small solid bullet) Minimum check amount: $500.

(small solid bullet) Do not try to close out your account by check.

(small solid 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).

(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).

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.

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.

DIVIDENDS AND CAPITAL GAIN 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 Treasury Fund and Prime 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 New York Fed
c loses 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. I n addition, on any day that the principal
bond markets do not open (as recommended by the Bond Market
Association) or the New York Fed 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 Treasury Fund and Prime 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 New York Fed
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 N ew York Fed 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 gain 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 gain distributions, if any,
will be paid in cash.

TAX CONSEQUENCES

Distributions you receive from Treasury Fund and Prime 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 .

For federal tax purposes, Treasury Fund's and Prime Fund's dividends
and each fund's distributions of short term capital gains and gains on
bonds characterized as market discount 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 for federal tax
purposes.

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.

FMR is each fund's manager.

As of March 25, 1999 , FMR had approximately $521.7
billion in discretionary assets under management.

As the manager, FMR is responsible for choosing each fund's
investments and handling their business affairs.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, serves as sub-adviser for each fund. FIMM is
primarily responsible for choosing investments for each fund.

FIMM is an affiliate of FMR. As of March 29, 1999, FIMM had
approximately $159.8 in discretionary assets under management.

Each fund pays a management fee to FMR . T he 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.

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 (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, each Capital Reserves Class plan specifically recognizes
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 record keeping fees, intermediaries must sign the appropriate
agreement with FDC in advance.

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 shares of the
funds to or to buy shares of the funds from any person to whom it is
unlawful to make such offer.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you
understand Capital Reserve Class's financial history for the period of
the class's operations. Certain information reflects financial results
for a single class share. The total returns in the table represent the
rate that an investor would have earned (or lost) on an investment in
the class (assuming reinvestment of all dividends and distributions).
The annual information has been audited by PricewaterhouseCoopers
LLP, 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.

TREASURY FUND - CAPITAL RESERVES CLASS

Years ended October 31, 1999 1998 1997 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 1.000 $ 1.000 $ 1.000000
period

Income from Investment
Operations

Net interest income .040 .047 .000134

Less Distributions

From net interest income (.040) (.047) (.000134)

Net asset value, end of period $ 1.000 $ 1.000 $ 1.000000

TOTAL RETURN B, C 4.12% 4.78% .01%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 950 $ 480 $ 265
millions)

Ratio of expenses to average .90% D .90% D .90% A, D
net assets

Ratio of net interest income 4.06% 4.67% 4.93% A
to average net assets

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FOR OCTOBER 31, 1997 (COMMENCEMENT OF SALE OF CAPITAL RESERVES
CLASS SHARES)

PRIME FUND - CAPITAL RESERVES CLASS

Years ended October 31, 1999 1998 1997 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 1.000 $ 1.000 $ 1.000000
period

Income from Investment
Operations

Net interest income .043 .048 .000131

Less Distributions

From net interest income (.043) (.048) (.000131)

Net asset value, end of period $ 1.000 $ 1.000 $ 1.000000

TOTAL RETURN B, C 4.39% 4.89% .01%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 2,924 $ 2,256 $ 1,764
millions)

Ratio of expenses to average .90% D .90% D .90% A, D
net assets

Ratio of net interest income 4.30% 4.79% 4.78% A
to average net assets

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FOR OCTOBER 31, 1997 (COMMENCEMENT OF SALE OF CAPITAL RESERVES
CLASS SHARES)

TAX-EXEMPT FUND - CAPITAL RESERVES CLASS,038

Years ended October 31, 1999 1998 1997 E

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 1.000 $ 1.000 $ 1.000000
period

Income from Investment
Operations

Net interest income .024 .027 .000078

Less Distributions

From net interest income (.024) (.027) (.000078)

Net asset value, end of period $ 1.000 $ 1.000 $ 1.000000

TOTAL RETURN B, C 2.40% 2.78% .01%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 170 $ 186 $ 177
millions)

Ratio of expenses to average .90% D .90% D .90% A, D
net assets

Ratio of net interest income 2.37% 2.73% 2.81% A
to average net assets

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FOR OCTOBER 31, 1997 (COMMENCEMENT OF SALE OF CAPITAL RESERVES
CLASS SHARES)

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-888-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBE R 811-3518

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

1.538628.10 2 DMFR-pro-1299

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 28, 1999

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 28,
1999, or annual report please call Fidelity(registered
trademark) at 1-888-622-3175.

TABLE OF CONTENTS PAGE

Investment Policies and 2
Limitations

Portfolio Transactions 6

Valuation 7

Performance 7

Additional Purchase, Exchange 28
and Redemption Information

Distributions and Taxes 28

Trustees and Officers 28

Control of Investment Advisers 33

Management Contracts 33

Distribution Services 35

Transfer and Service Agent 37
Agreements

Description of the Trust 38

Financial Statements 38

Appendix 38

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.

DMF-ptb-1299
1.539174.101

(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 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 in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise 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.

(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 15% 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 ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments; or

THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL:

(vii) The fund does not currently intend to lend assets other than
securities to other parties except by lending money (up to 15% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as an adviser. (This limit does not
apply to purchases or debt securities or to repurchase agreements.)

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 ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government, or any of its agencies or instrumentalities,
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;

(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.

(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 treated as borrowings for purposes of fundamental investment
limitation (5)).

(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.

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
restrictions 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 a borrower. 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 INSURANCE. Each fund participates in a mutual insurance
company solely with other funds advised by FMR or its affiliates. This
company provides insurance coverage for losses on certain money market
instruments held by a participating fund (eligible instruments),
including losses from nonpayment of principal or interest or a
bankruptcy or insolvency of the issuer or credit support provider, if
any. The insurance does not cover losses resulting from changes in
interest rates or other market developments. Each fund is charged an
annual premium for the insurance coverage and may be subject to a
special assessment of up to approximately two and one-half times the
fund's annual gross premium if covered losses exceed certain levels. A
participating fund may recover no more than $100 million annually,
including all other claims of insured funds, and may only recover if
the amount of the loss exceeds 0.30% of its eligible instruments. Each
fund may incur losses regardless of the insurance.

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
definitively 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
(NAV).

ELECTRIC UTILITIES. The electric utilities industry has been
experiencing, and will continue to experience, increased competitive
pressures. Federal legislation in the last two years will open
transmission access to any electricity supplier, although it is not
presently known to what extent competition will evolve. Other risks
include: (a) the availability and cost of fuel, (b) the availability
and cost of capital, (c) the effects of conservation on energy demand,
(d) the effects of rapidly changing environmental, safety, and
licensing requirements, and other federal, state, and local
regulations, (e) timely and sufficient rate increases, and (f)
opposition to nuclear power.

HEALTH CARE. 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.

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 may 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 securities sold short). Short sales against the box could be used
to protect the NAV 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.

SOURCES OF LIQUIDITY OR CREDIT 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
liquidity or credit enhancement provider in determining whether to
purchase 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 commitment. Changes in the
credit quality of the entity providing the enhancement could affect
the value of the security or a fund's share price.

STRIPPED SECURITIES are the separate income or principal components of
a debt security. The risks associated with stripped securities are
similar to those of other money market securities, although stripped
securities may be more volatile. U.S. Treasury securities that have
been stripped by a Federal Reserve Bank are obligations issued by the
U.S. Treasury.

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 applicable, 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 accounts over which FMR or its affiliates exercise
investment discretion. Such services may include advice concerning the
value of securities; the advisability of investing in, purchasing, or
selling securities; and the availability of securities or the
purchasers or sellers of securities. In addition, such broker-dealers
may furnish analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and
performance of investment accounts; and effect securities transactions
and perform functions incidental thereto (such as clearance and
settlement).

For transactions in fixed-income securities, FM R '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 Services 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, 1999, 1998, and 1997 the
funds paid no brokerage commissions.

For the fiscal year ended October 31, 1999 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 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 would
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 such 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. A class's yield and return
fluctuate in response to market conditions and other factors.

YIELD CALCULATIONS. To compute the yield for a 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. A 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, a class of a fund may quote yields in advertising based
on any historical seven-day period. Yields for a 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
than 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 following table shows the effect of a shareholder's tax status on
effective yield under federal income tax laws for 1999. 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 7 %. 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>
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EXPECTED 2000 Tax Rates and Tax-Equivalent Yields

Federal If individual tax-exempt
yield is:

Taxable Income* Marginal 2% 3% 4% 5% 6% 7%

Single Return Joint Return Rate** Then taxable-equivalent yield
is:

- - $ 26,250 - $ 43,850 15.0% 2.35% 3.53% 4.71% 5.88% 7.06% 8.24%

$ 26,251 - $ 63,550 $ 43,851 - $ 105,950 28.0% 2.78% 4.17% 5.56% 6.94% 8.33% 9.72%

$ 63,551 - $ 132,600 $ 105,951 - $ 161,450 31.0% 2.90% 4.35% 5.80% 7.25% 8.70% 10.15%

$ 132,601 - $ 288,350 $ 161,451 - $ 288,350 36.0% 3.13% 4.69% 6.25% 7.81% 9.38% 10.94%

$ 288,351 - and over $ 288,351 - and over 39.6% 3.31% 4.97% 6.62% 8.28% 9.93% 11.59%

</TABLE>

* Net amount subject to federal income tax after deductions and
exemptions. Assumes ordinary income only.

** Excludes the impact of the phaseout of personal exemptions,
limitations on itemized deductions, and other credits, exclusions, and
adjustments which may increase a taxpayer's marginal tax rate. An
increase in a shareholder's marginal tax rate would increase that
shareholder's tax-equivalent yield.

Tax-Exempt Fund may invest a portion of its assets in obligations that
are subject to federal income tax. When a municipal 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.

RETURN CALCULATIONS. Returns quoted in advertising reflect all aspects
of a class's return, including the effect of reinvesting dividends and
capital gain distributions, and any change in a class's NAV over a
stated period. A class's 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 return reflects actual
performance over a stated period of time. Average annual 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
return of 100% over ten years would produce an average annual return
of 7.18%, which is the steady annual rate of return that would equal
100% growth on a compounded basis in ten years. While average annual
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
returns represent averaged figures as opposed to the actual
year-to-year performance of a class.

In addition to average annual returns, a class may quote unaveraged or
cumulative returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative 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. 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 return.
Returns may be quoted on a before-tax or after-tax basis. Returns may
or may not include the effect of a class's maximum sales charge.
Excluding a class's sales charge from a return calculation produces a
higher return figure. Returns, yields and other performance
information may be quoted numerically or in a table, graph, or similar
illustration.

HISTORICAL FUND RESULTS. The following tables show 7-day yields and
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, 1999.

Advisor B Class and Advisor C Class have a maximum CDSC of 5.00% and
1.00%, respectively, which is included in the average annual and
cumulative returns.

Daily Money Class, Capital Reserves Class, Advisor B Class and Advisor
C Class have a 12b-1 fee of 0.25%, 0.50%, 1.00%, and 1.00%
respectively, which is included in the 7-day yield, tax-equivalent
yield, and average annual and cumulative returns.

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, 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, 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,
returns prior to July 1, 1994 would have been lower.

The tax-equivalent yield for Tax-Exempt Fund is based on a 36 %
federal income tax rate.

Average Annual Returns

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

Prime Fund - Capital Reserves 4.78% N/A 4.39% 4.96% 4.88%
Class

Prime Fund - Daily Money Class 5.03% N/A 4.65% 5.06% 4.93%

Average Annual Returns

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

Treasury Fund - Capital 4.33% N/A 4.12% 4.83% 4.77%
Reserves Class

Treasury Fund - Daily Money 4.58% N/A 4.38% 4.93% 4.82%
Class

Treasury Fund - Advisor B Class 3.83% N/A -0.39% 4.00% 4.42%

Treasury Fund - Advisor C Class 3.83% N/A 2.61% 4.17% 4.42%

Average Annual Returns

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

Tax-Exempt Fund - Capital 2.66% 4.16% 2.40% 2.93% 3.17%
Reserves Class

Tax-Exempt Fund - Daily Money 2.91% 4.55% 2.65% 3.03% 3.22%
Class

</TABLE>

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Cumulative Returns

One Year Five Years Ten Years

Prime Fund - Capital Reserves 4.39% 27.38% 61.08%
Class

Prime Fund - Daily Money Class 4.65% 28.01% 61.88%

Cumulative Returns

One Year Five Years Ten Years

Treasury Fund - Capital 4.12% 26.57% 59.35%
Reserves Class

Treasury Fund - Daily Money 4.38% 27.20% 60.15%
Class

Treasury Fund - Advisor B Class -0.39% 21.66% 54.09%

Treasury Fund - Advisor C Class 2.61% 22.65% 54.07%

Cumulative Returns

One Year Five Years Ten Years

Tax-Exempt Fund - Capital 2.40% 15.54% 36.63%
Reserves Class

Tax-Exempt Fund - Daily Money 2.65% 16.12% 37.32%
Class

</TABLE>

Note: If FMR had not reimbursed certain class expenses during these
periods, each class's 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 - Capital Reserves 4.67% N/A
Class

Prime Fund - Daily Money Class 4.91% N/A

Treasury Fund - Capital 4.21% N/A
Reserves Class

Treasury Fund - Daily Money 4.47% N/A
Class

Treasury Fund - Advisor B Class 3.72% N/A

Treasury Fund - Advisor C Class 3.70% N/A

Tax-Exempt Fund - Capital 2.52% 3.94%
Reserves Class

Tax-Exempt Fund - Daily Money 2.77% 4.33%
Class

The following tables show the income and capital elements of each
class's cumulative 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 S&P 500 and DJIA
comparisons are provided to show how each class's return compared to
the record of a market capitalization-weighted 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 October 31, 1999, assuming all distributions were
reinvested. Returns are based on past results and are not 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, 1999, a hypothetical
$10,000 investment in Capital Reserves Class of Prime Fund would have
grown to $16,108.

PRIME FUND - CAPITAL RESERVES
CLASS

Fiscal Year Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ 10,000 $ 6,108 $ 0 $ 16,108

1998 $ 10,000 $ 5,430 $ 0 $ 15,430

1997 $ 10,000 $ 4,711 $ 0 $ 14,711

1996 $ 10,000 $ 4,002 $ 0 $ 14,002

1995 $ 10,000 $ 3,333 $ 0 $ 13,333

1994 $ 10,000 $ 2,645 $ 0 $ 12,645

1993 $ 10,000 $ 2,229 $ 0 $ 12,229

1992 $ 10,000 $ 1,904 $ 0 $ 11,904

1991 $ 10,000 $ 1,489 $ 0 $ 11,489

1990 $ 10,000 $ 810 $ 0 $ 10,810

</TABLE>

PRIME FUND - CAPITAL RESERVES INDEXES
CLASS

Fiscal Year Ended S&P 500 DJIA Cost of Living

1999 $ 51,536 $ 52,414 $ 13,368

1998 $ 41,009 $ 41,322 $ 13,057

1997 $ 33,617 $ 35,190 $ 12,866

1996 $ 25,445 $ 27,989 $ 12,604

1995 $ 20,505 $ 21,605 $ 12,237

1994 $ 16,217 $ 17,317 $ 11,903

1993 $ 15,613 $ 15,871 $ 11,600

1992 $ 13,583 $ 13,514 $ 11,290

1991 $ 12,351 $ 12,484 $ 10,939

1990 $ 9,251 $ 9,597 $ 10,629

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Capital
Reserves Class of Prime Fund on November 1, 1989 , the net amount
invested in Capital Reserves Class shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $16,108. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $4,777 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 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 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, returns would have been
lower.

During the 10-year period ended October 31, 1999, a hypothetical
$10,000 investment in Daily Money Class of Prime Fund would have grown
to $16,1 8 8.

PRIME FUND - DAILY MONEY CLASS

Fiscal Year Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ 10,000 $ 6,188 $ 0 $ 16,188

1998 $ 10,000 $ 5,468 $ 0 $ 15,468

1997 $ 10,000 $ 4,711 $ 0 $ 14,711

1996 $ 10,000 $ 4,002 $ 0 $ 14,002

1995 $ 10,000 $ 3,333 $ 0 $ 13,333

1994 $ 10,000 $ 2,645 $ 0 $ 12,645

1993 $ 10,000 $ 2,229 $ 0 $ 12,229

1992 $ 10,000 $ 1,904 $ 0 $ 11,904

1991 $ 10,000 $ 1,489 $ 0 $ 11,489

1990 $ 10,000 $ 810 $ 0 $ 10,810

</TABLE>

PRIME FUND - DAILY MONEY CLASS INDEXES

Fiscal Year Ended S&P 500 DJIA Cost of Living

1999 $ 51,536 $ 52,414 $ 13,368

1998 $ 41,009 $ 41,322 $ 13,057

1997 $ 33,617 $ 35,190 $ 12,866

1996 $ 25,445 $ 27,989 $ 12,604

1995 $ 20,505 $ 21,605 $ 12,237

1994 $ 16,217 $ 17,317 $ 11,903

1993 $ 15,613 $ 15,871 $ 11,600

1992 $ 13,583 $ 13,514 $ 11,290

1991 $ 12,351 $ 12,484 $ 10,939

1990 $ 9,251 $ 9,597 $ 10,629

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Daily
Money Class of Prime Fund on November 1, 1989, the net amount invested
in Daily Money Class shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $16,188. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $4,827 for
dividends. The fund did not distribute any capital gains during 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, 1999, a hypothetical
$10,000 investment in Capital Reserves Class of Treasury Fund would
have grown to $15,935.

TREASURY FUND - CAPITAL
RESERVES CLASS

Fiscal Year Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ 10,000 $ 5,935 $ 0 $ 15,935

1998 $ 10,000 $ 5,304 $ 0 $ 15,304

1997 $ 10,000 $ 4,606 $ 0 $ 14,606

1996 $ 10,000 $ 3,915 $ 0 $ 13,915

1995 $ 10,000 $ 3,262 $ 0 $ 13,262

1994 $ 10,000 $ 2,590 $ 0 $ 12,590

1993 $ 10,000 $ 2,193 $ 0 $ 12,193

1992 $ 10,000 $ 1,873 $ 0 $ 11,873

1991 $ 10,000 $ 1,453 $ 0 $ 11,453

1990 $ 10,000 $ 800 $ 0 $ 10,800

</TABLE>

TREASURY FUND - CAPITAL INDEXES
RESERVES CLASS

Fiscal Year Ended S&P 500 DJIA Cost of Living

1999 $ 51,536 $ 52,414 $ 13,368

1998 $ 41,009 $ 41,322 $ 13,057

1997 $ 33,617 $ 35,190 $ 12,866

1996 $ 25,445 $ 27,989 $ 12,604

1995 $ 20,505 $ 21,605 $ 12,237

1994 $ 16,217 $ 17,317 $ 11,903

1993 $ 15,613 $ 15,871 $ 11,600

1992 $ 13,583 $ 13,514 $ 11,290

1991 $ 12,351 $ 12,484 $ 10,939

1990 $ 9,251 $ 9,597 $ 10,629

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Capital
Reserves Class of Treasury Fund on November 1, 1989, the net amount
invested in Capital Reserves Class shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $15,935. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $4,670 for
dividends. The fund did not distribute any capital gains during the
period. Capital Reserves Class of Treasury 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 the 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, returns would have been
lower.

During the 10-year period ended October 31, 1999, a hypothetical
$10,000 investment in Daily Money Class of Treasury Fund would have
grown to $16,015.

TREASURY FUND - DAILY MONEY
CLASS

Fiscal Year Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ 10,000 $ 6,015 $ 0 $ 16,015

1998 $ 10,000 $ 5,343 $ 0 $ 15,343

1997 $ 10,000 $ 4,606 $ 0 $ 14,606

1996 $ 10,000 $ 3,915 $ 0 $ 13,915

1995 $ 10,000 $ 3,262 $ 0 $ 13,262

1994 $ 10,000 $ 2,590 $ 0 $ 12,590

1993 $ 10,000 $ 2,193 $ 0 $ 12,193

1992 $ 10,000 $ 1,873 $ 0 $ 11,873

1991 $ 10,000 $ 1,453 $ 0 $ 11,453

1990 $ 10,000 $ 800 $ 0 $ 10,800

</TABLE>

TREASURY FUND - DAILY MONEY INDEXES
CLASS

Fiscal Year Ended S&P 500 DJIA Cost of Living

1999 $ 51,536 $ 52,414 $ 13,368

1998 $ 41,009 $ 41,322 $ 13,057

1997 $ 33,617 $ 35,190 $ 12,866

1996 $ 25,445 $ 27,989 $ 12,604

1995 $ 20,505 $ 21,605 $ 12,237

1994 $ 16,217 $ 17,317 $ 11,903

1993 $ 15,613 $ 15,871 $ 11,600

1992 $ 13,583 $ 13,514 $ 11,290

1991 $ 12,351 $ 12,484 $ 10,939

1990 $ 9,251 $ 9,597 $ 10,629

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Daily
Money Class of Treasury Fund on November 1, 1989, the net amount
invested in Daily Money Class shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $16,015. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $4,719 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, 1999, a hypothetical
$10,000 investment in Advisor B Class of Treasury Fund would have
grown to $15,409, including the effect of Advisor B Class's maximum
CDSC.

TREASURY FUND - ADVISOR B CLASS

Fiscal Year Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ 10,000 $ 5,409 $ 0 $ 15,409

1998 $ 10,000 $ 4,872 $ 0 $ 14,872

1997 $ 10,000 $ 4,265 $ 0 $ 14,265

1996 $ 10,000 $ 3,690 $ 0 $ 13,690

1995 $ 10,000 $ 3,138 $ 0 $ 13,138

1994 $ 10,000 $ 2,562 $ 0 $ 12,562

1993 $ 10,000 $ 2,193 $ 0 $ 12,193

1992 $ 10,000 $ 1,873 $ 0 $ 11,873

1991 $ 10,000 $ 1,453 $ 0 $ 11,453

1990 $ 10,000 $ 800 $ 0 $ 10,800

</TABLE>

TREASURY FUND - ADVISOR B CLASS INDEXES

Fiscal Year Ended S&P 500 DJIA Cost of Living

1999 $ 51,536 $ 52,414 $ 13,368

1998 $ 41,009 $ 41,322 $ 13,057

1997 $ 33,617 $ 35,190 $ 12,866

1996 $ 25,445 $ 27,989 $ 12,604

1995 $ 20,505 $ 21,605 $ 12,237

1994 $ 16,217 $ 17,317 $ 11,903

1993 $ 15,613 $ 15,871 $ 11,600

1992 $ 13,583 $ 13,514 $ 11,290

1991 $ 12,351 $ 12,484 $ 10,939

1990 $ 9,251 $ 9,597 $ 10,629

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Advisor B
Class of Treasury Fund on November 1, 1989, the net amount invested in
Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $15,409. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $4,332 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, 1999, a hypothetical
$10,000 investment in Advisor C Class of Treasury Fund would have
grown to $15,407, including the effect of Advisor C Class's maximum
CDSC.

TREASURY FUND - ADVISOR C CLASS

Fiscal Year Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ 10,000 $ 5,407 $ 0 $ 15,407

1998 $ 10,000 $ 4,871 $ 0 $ 14,871

1997 $ 10,000 $ 4,265 $ 0 $ 14,265

1996 $ 10,000 $ 3,690 $ 0 $ 13,690

1995 $ 10,000 $ 3,138 $ 0 $ 13,138

1994 $ 10,000 $ 2,562 $ 0 $ 12,562

1993 $ 10,000 $ 2,193 $ 0 $ 12,193

1992 $ 10,000 $ 1,873 $ 0 $ 11,873

1991 $ 10,000 $ 1,453 $ 0 $ 11,453

1990 $ 10,000 $ 800 $ 0 $ 10,800

</TABLE>

TREASURY FUND - ADVISOR C CLASS INDEXES

Fiscal Year Ended S&P 500 DJIA Cost of Living

1999 $ 51,536 $ 52,414 $ 13,368

1998 $ 41,009 $ 41,322 $ 13,057

1997 $ 33,617 $ 35,190 $ 12,866

1996 $ 25,445 $ 27,989 $ 12,604

1995 $ 20,505 $ 21,605 $ 12,237

1994 $ 16,217 $ 17,317 $ 11,903

1993 $ 15,613 $ 15,871 $ 11,600

1992 $ 13,583 $ 13,514 $ 11,290

1991 $ 12,351 $ 12,484 $ 10,939

1990 $ 9,251 $ 9,597 $ 10,629

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Advisor C
Class of Treasury Fund on November 1, 1989, the net amount invested in
Class C shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $15,407. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $4,331 for dividends. The fund did not
distribute any capital gains during the period. Class C of Treasury
Fund commenced operations on November 3, 1997. Class C returns prior
to that period 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, returns prior to July
1, 1994 would have been lower.

During the 10-year period ended October 31, 1999, a hypothetical
$10,000 investment in Capital Reserves Class of Tax-Exempt Fund would
have grown to $13,663.

TAX-EXEMPT FUND - CAPITAL
RESERVES CLASS

Fiscal Year Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ 10,000 $ 3,663 $ 0 $ 13,663

1998 $ 10,000 $ 3,343 $ 0 $ 13,343

1997 $ 10,000 $ 2,983 $ 0 $ 12,983

1996 $ 10,000 $ 2,592 $ 0 $ 12,592

1995 $ 10,000 $ 2,223 $ 0 $ 12,223

1994 $ 10,000 $ 1,825 $ 0 $ 11,825

1993 $ 10,000 $ 1,570 $ 0 $ 11,570

1992 $ 10,000 $ 1,331 $ 0 $ 11,331

1991 $ 10,000 $ 1,008 $ 0 $ 11,008

1990 $ 10,000 $ 538 $ 0 $ 10,538

</TABLE>

TAX-EXEMPT FUND - CAPITAL INDEXES
RESERVES CLASS

Fiscal Year Ended S&P 500 DJIA Cost of Living

1999 $ 51,536 $ 52,414 $ 13,368

1998 $ 41,009 $ 41,322 $ 13,057

1997 $ 33,617 $ 35,190 $ 12,866

1996 $ 25,445 $ 27,989 $ 12,604

1995 $ 20,505 $ 21,605 $ 12,237

1994 $ 16,217 $ 17,317 $ 11,903

1993 $ 15,613 $ 15,871 $ 11,600

1992 $ 13,583 $ 13,514 $ 11,290

1991 $ 12,351 $ 12,484 $ 10,939

1990 $ 9,251 $ 9,597 $ 10,629

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Capital
Reserves Class of Tax-Exempt Fund on November 1, 1989, the net amount
invested in Capital Reserves Class shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $13,663. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $3,126 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 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 fee had been reflected, returns
would have been lower.

During the 10-year period ended October 31, 1999, a hypothetical
$10,000 investment in Daily Money Class of Tax-Exempt Fund would have
grown to $13,732.

TAX-EXEMPT FUND - DAILY MONEY
CLASS

Fiscal Year Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ 10,000 $ 3,732 $ 0 $ 13,732

1998 $ 10,000 $ 3,377 $ 0 $ 13,377

1997 $ 10,000 $ 2,983 $ 0 $ 12,983

1996 $ 10,000 $ 2,592 $ 0 $ 12,592

1995 $ 10,000 $ 2,223 $ 0 $ 12,223

1994 $ 10,000 $ 1,825 $ 0 $ 11,825

1993 $ 10,000 $ 1,570 $ 0 $ 11,570

1992 $ 10,000 $ 1,331 $ 0 $ 11,331

1991 $ 10,000 $ 1,008 $ 0 $ 11,008

1990 $ 10,000 $ 538 $ 0 $ 10,538

</TABLE>

TAX-EXEMPT FUND - DAILY MONEY INDEXES
CLASS

Fiscal Year Ended S&P 500 DJIA Cost of Living

1999 $ 51,536 $ 52,414 $ 13,368

1998 $ 41,009 $ 41,322 $ 13,057

1997 $ 33,617 $ 35,190 $ 12,866

1996 $ 25,445 $ 27,989 $ 12,604

1995 $ 20,505 $ 21,605 $ 12,237

1994 $ 16,217 $ 17,317 $ 11,903

1993 $ 15,613 $ 15,871 $ 11,600

1992 $ 13,583 $ 13,514 $ 11,290

1991 $ 12,351 $ 12,484 $ 10,939

1990 $ 9,251 $ 9,597 $ 10,629

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Daily
Money Class of Tax-Exempt Fund on November 1, 1989, the net amount
invested in Daily Money Class shares was $10,000. The cost of the
initial investment ($10,000) together with the aggregate cost of
reinvested dividends and capital gain distributions for the period
covered (their cash value at the time they were reinvested) amounted
to $13,732. If distributions had not been reinvested, the amount of
distributions earned from the class over time would have been smaller,
and cash payments for the period would have amounted to $3,176 for
dividends. The fund did not distribute any capital gains during the
period. Effective 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.

PERFORMANCE COMPARISONS. 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 Inc. (Lipper), an
independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Generally, Lipper rankings are based on
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 class 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 returns 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 AVERAGES(trademark)/Government,
which is reported in IBC's MONEY FUND REPORT(trademark), covers over
216 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 955 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 461
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 present 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, 1999, FMR advised over $ 33 billion in
municipal fund assets, $ 136 billion in taxable fixed-income
fund assets, $ 140 billion in money market fund assets,
$ 567 billion in equity fund assets, $ 18 billion in
international fund assets, and $ 43 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 Class B or Class C contingent deferred sales charge (CDSC) will
not apply to the redemption of shares:

1. For disability or death, provided that the shares are sold within
one year following the death or the initial determination of
disability;

3. For disability, payment of death benefits, or minimum required
distributions starting at age 70 1/2 from Traditional IRAs, Roth IRAs
and Rollover IRAs purchased on or after February 11, 1999;

4. Through the Fidelity Advisor Systematic Withdrawal Program ; or

5. (Applicable to Class C only) From an employee benefit plan (as
defined in the Employee Retirement Income Security Act), 403(b)
program or plan covering a sole-proprietor (formerly Keogh/H.R. 10
plan).

A waiver form must accompany these transactions.

A fund may make redemption payments in whole or in part in readily
marketable securities or other property, valued for this purpose as
they are valued in computing each class's NAV, if FMR determines it is
in the best interests of the fund. Shareholders that receive
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.
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 GAIN DISTRIBUTIONS. Each fund may distribute any net realized
capital gains once a year or more often, as necessary.

As of October 31, 1999, Prime Fund had a capital loss carryforward
aggregating approximately $ 735,000 . This loss carryforward, of
which $ 101,000 , $ 584,000 , $48,000, and $ 2,000
will expire on October 31, 2001, 2002, 2003 , and
2005 , respectively, is available to offset future capital
gains.

As of October 31, 1999, Treasury Fund had a capital loss carryforward
aggregating approximately $ 439,000 . This loss carry forward, of
which $ 391,000 and $ 48,000 will expire on October 31,
2001 , and 2007 , respectively, is available to offset
future capital gains.

As of October 31, 199 9 , Tax-Exempt Fund had a capital loss
carryforward aggregating approximately $ 96,000 . This loss carry
forward, of which $ 65,000, $ 3,000 , and $ 28,000
will expire on October 31, 2004, 2005 , and 2007 ,
respectively, is available to offset future capital gains.

STATE AND LOCAL TAX ISSUES. For mutual funds organized as business
trusts, state law provides for a pass-through of the state and local
income tax exemption afforded to direct owners of U.S. Government
securities. Some states limit this 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 basis, 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
whether 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 (69), 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.; and a Director of FDC. Abigail Johnson,
Member of the Advisory Board of Newbury Street Trust, is Mr. Johnson's
daughter.

ABIGAIL P. JOHNSON (37), Member of the Advisory Board of Newbury
Street Trust (1999), is Vice President of certain Equity Funds (1997),
and is a Director of FMR Corp. (1994). Before assuming her current
responsibilities, Ms. Johnson managed a number of Fidelity funds.
Edward C. Johnson 3d, Trustee and President of the Funds, is Ms.
Johnson's father.

J. GARY BURKHEAD (58), 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 (67), 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 Waste
Management Inc. (non-hazardous waste, 1993), CH2M Hill
Companies (engineering), and Bonneville Pacific (independent
power and petroleum production ). In addition, he is a
member of advisory boards of Texas A&M University and the University
of Texas at Austin.

PHYLLIS BURKE DAVIS (67), Trustee. Mrs. Davis is retired from Avon
Products, Inc. where she held various positions including Senior
Vice President of Corporate Affairs and Group Vice President of
U.S. sales, distribution, and manufacturing . She is currently a
Director of BellSouth Corporation (telecommunications), Eaton
Corporation (manufacturing), and the TJX Companies, Inc. (retail
stores), and previously served as a Director of Hallmark Cards,
Inc. , Nabisco Brands, Inc. , and Standard Brands, Inc. In
addition, she is a member of the Board of Directors of the
Southampton Hospital in Southampton, N.Y. (1998).

ROBERT M. GATES (56), 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 Charles Stark Draper
Laboratory (non-profit), NACCO Industries, Inc. (mining and
manufacturing), and TRW Inc. (automotive, space, defense, and
information technology). Mr. Gates previously served as a Director of
LucasVarity PLC (automotive components and diesel engines). He is
currently serving as Dean of the George Bush School of Government and
Public Service at Texas A&M University (1999-2000). 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 (71), 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. (automotive, space, defense, and
information technology), CSX Corporation (freight transportation),
Birmingham Steel Corporation (producer of steel and steel
products) , 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 1985-1997 ), and
as a Trustee of First Union Real Estate Investments
(1986-1997) . 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 of
University School (Cleveland), and a Trustee of Cleveland Clinic
Florida.

NED C. LAUTENBACH (55), Member of the Advisory Board (1999), has
been a partner of Clayton, Dubilier & Rice, Inc. (private equity
investment firm) since September 1998. Mr. Lautenbach was Senior Vice
President of IBM Corporation from 1992 until his retirement in July
1998. From 1993 to 1995 he was Chairman of IBM World Trade
Corporation. He also was a member of IBM's Corporate Executive
Committee from 1994 to July 1998. He is a Director of PPG Industries
Inc. (glass, coating and chemical manufacturer), Dynatech Corporation
(global communications equipment), Eaton Corporation (global
manufacturer of highly engineered products) and ChoicePoint Inc. (data
identification, retrieval, storage, and analysis).

DONALD J. KIRK (66), Trustee, is Executive-in-Residence (1995) at
Columbia University Graduate School of Business. 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 previously served as a Director
of General Re Corporation (reinsurance, 1987-1998) and as a
Director of Valuation Research Corp. (appraisals and valuations,
1993-1995). 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), Vice Chairman 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 (56), 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(registered trademark) 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 (66), Trustee (1997), is the Interim Chancellor
for the University of North Carolina at Chapel Hill. Previously he had
served from 1995 through 1998 as Vice President of Finance for the
University of North Carolina (16-school system). 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), Duke- Weeks Realty
Corporation (real estate, 1994), Carolina Power and Light Company
(electric utility, 1996), the Kenan Transport Company
(1996) , and Dynatech Corporation (electronics, 1999) .
Previously, he was a Director of First American Corporation (bank
holding company, 1979-1996). In addition, Mr. McCoy serve d as a
member of the Board of Visitors for the University of North Carolina
at Chapel Hill (1994 -1998 ) and currently serves on the Board
of Visitors of Kenan-Flager Business School (University of North
Carolina at Chapel Hill, 1988).

GERALD C. McDONOUGH (71), Trustee and Chairman of the non-interested
Trustees, is Chairman of G.M. Management Group (strategic advisory
services). Mr. McDonough is a Director and Chairman of the Board
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 (66), Trustee (1993), is Chairman Emeritus of
Lexmark International, Inc. (office machines, 1991) where he
remains a member of the Board . 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 information
storage, 1997). He is a Board member of Dynatech Corporation
(electronics, 1999).

*ROBERT C. POZEN (53), 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 (71), 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 National Life Insurance Company of Vermont and American Software
Inc. Mr. Williams was previously a Director of ConAgra, Inc.
(agricultural products), Georgia Power Company (electric utility), and
Avado, Inc. (restaurants).

BOYCE I. GREER (43), is Vice President of Money Market Funds (1997),
Group Leader of the Money Market Group (1997), Senior Vice President
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. (60), 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.

JOHN J. TODD (50), Vice President of Prime Fund (1998), is Vice
President of other funds advised by FMR and an employee of FIMM.

ROBERT LITTERST (40), Vice President of Treasury Fund (1997), is Vice
President of other funds advised by FMR and an employee of FIMM.

SCOTT A. ORR (37), Vice President of Tax-Exempt Fund (1995), is Vice
President of other funds advised by FMR and an employee of FIMM.

ERIC D. ROITER (50), Secretary (1998), is Vice President (1998) and
General Counsel of FMR (1998) and Vice President and Clerk of FDC
(1998). Prior to joining Fidelity, Mr. Roiter was with the law firm of
Debevoise & Plimpton, as an associate (1981-1984) and as a partner
(1985-1997), and served as an Assistant General Counsel of the U.S.
Securities and Exchange Commission (1979-1981). Mr. Roiter was an
Adjunct Member, Faculty of Law, at Columbia University Law School
(1996-1997).

RICHARD A. SILVER (52), 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).

MATTHEW N. KARSTETTER (38), Deputy Treasurer (1998), is Deputy
Treasurer of the Fidelity funds and is an employee of FMR (1998).
Before joining FMR, Mr. Karstetter served as Vice President of
Investment Accounting and Treasurer of IDS Mutual Funds at American
Express Financial Advisors (1996-1998). Prior to 1996, Mr. Karstetter
was Vice President, Mutual Fund Services at State Street Bank & Trust
(1991-1996).

STANLEY N. GRIFFITH (53), Assistant Vice President (1998), is
Assistant Vice President of Fidelity's Fixed-Income Funds (1998) and
an employee of FMR Corp.

JOHN H. COSTELLO (53), Assistant Treasurer, is an employee of FMR.

THOMAS J. SIMPSON (41), Assistant Treasurer (1996), is Assistant
Treasurer of Fidelity's Fixed-Income Funds (1998) and an employee of
FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and
Fund Controller of Liberty Investment Services (1987-1995).

The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year ended October 31, 1999 , or
calendar year ended December 31, 1998, as applicable .

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMPENSATION TABLE

Trustees and Members of the Aggregate Compensation from Aggregate Compensation from Aggregate Compensation from
Advisory Board Prime FundB,C,D Treasury FundB Tax-Exempt FundB

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

Abigail P. Johnson** $ 0 $ 0 $ 0

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

Ralph F. Cox $ 1,908 $ 637 $ 206

Phyllis Burke Davis $ 1,831 $ 610 $ 198

Robert M. Gates $ 1,895 $ 633 $ 205

E. Bradley Jones $ 1,896 $ 633 $ 205

Donald J. Kirk $ 1,883 $ 629 $ 203

Ned C. Lautenbach*** $ 168 $ 59 $ 16

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

William O. McCoy $ 1,895 $ 633 $ 205

Gerald C. McDonough $ 2,345 $ 783 $ 253

Marvin L. Mann $ 1,895 $ 633 $ 205

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

Thomas R. Williams $ 1,857 $ 619 $ 208

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
COMPENSATION TABLE

Trustees and Members of the Total Compensation from the
Advisory Board Fund Complex*,A

Edward C. Johnson 3d** $ 0

Abigail P. Johnson** $ 0

J. Gary Burkhead** $ 0

Ralph F. Cox $ 223,500

Phyllis Burke Davis $ 220,500

Robert M. Gates $ 223,500

E. Bradley Jones $ 222,000

Donald J. Kirk $ 226,500

Ned C. Lautenbach*** $ 0

Peter S. Lynch** $ 0

William O. McCoy $ 223,500

Gerald C. McDonough $ 273,500

Marvin L. Mann $ 220,500

Robert C. Pozen** $ 0

Thomas R. Williams $ 223,500

</TABLE>

* Information is for the calendar year ended December 31, 1998 for 237
funds in the complex.

** Interested Trustees of the funds, Ms. Johnson and Mr. Burkhead are
compensated by FMR.

*** Effective October 14, 1999, Mr. Lautenbach serves as a Member
of the Advisory Board.

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, 1998, the Trustees accrued required
deferred compensation from the funds as follows: Ralph F. Cox,
$75,000; Phyllis Burke Davis, $75,000; Robert M. Gates, $75,000; 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, $55,039; Marvin L. Mann, $55,039; Thomas R.
Williams, $63,433; and William O. McCoy, $55,039.

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, $ 883 ; Phyllis Burke
Davis, $ 883 ; Robert M. Gates, $ 883 ; E. Bradley Jones,
$ 883 ; Donald J. Kirk, $ 883 ; William O. McCoy,
$ 883 ; Gerald C. McDonough, $ 1,030 ; Marvin L. Mann,
$ 883 ; and Thomas R. Williams, $ 883 .

D Certain of the non-interested Trustees' aggregate
compensation from a fund includes accrued voluntary deferred
compensation as follows: Thomas R. Williams, $737

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 October 31, 1999, 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 October 31, 1999, the following owned of record or
beneficially 5% or more (up to and including 25%) of each class's
outstanding shares.

Prime Fund-Capital Reserves Class: Commonwealth Financial Network,
Waltham, MA (12.61%); Securities America, Omaha, NE (10.01%); Muriel
Siebert & Company, Inc., New York, NY (9.59%); H.D. Vest Investment
Securities Inc., Irving, TX (8.76%); Massachusetts Mutual Group,
Springfield, MA (6.06%).

Prime Fund-Daily Money Class: Lincoln, Fort Wayne, IN (6.89%).

Treasury Fund: Advisor B Class: SunAmerica, Houston, TX
(14.77%).

Treasury Fund: Advisor C Class: WRP Investments Inc., Youngstown,
OH (9.15%); Prudential, New York, NY (8.05%); Investors Capital Corp.,
Lynnfield, MA (6.92%); SunAmerica, Houston, TX (5.58%); Fairport
Capital Inc., Westport, CT (5.28%).

Treasury Fund: Capital Reserves Class: First Tennessee National
Corp, Memphis, TN (32.73%); Chase Manhattan Corp., Houston, TX
(20.91%); First Union Corp., Charlotte, NC (17.32%).

Treasury Fund: Daily Money Class: Chase Manhattan Corp., Houston,
TX (12.08%); Reynders, Gray & Company, Inc., New York, NY (5.74%);
Chase Manhattan Corp., New York, NY (5.49%).

Tax-Exempt Fund: Capital Reserves Class: Securities America, Omaha,
NE (15.29%); Muriel Siebert & Company, Inc., New York, NY (12.98%);
Commonwealth Financial Network, Waltham, MA (12.02%); Massachusetts
Mutual Group, Springfield, MA (11.49%).

Tax-Exempt Fund: Daily Money Class: Lincoln, Fort Wayne, IN
(8.06%); Chase Manhattan Corp., New York, NY (7.09%).

As of October 31, 1999, approximately 5.15% of Prime Fund's total
outstanding shares was held by Commonwealth Financial Network,
Waltham, MA.

As of October 31, 1999, approximately 14.38%, 12.43%, and 6.57% of
Treasury Fund's total outstanding shares were held by Chase Manhattan
Corp., Houston, TX, First Tennessee National Corp., Memphis, TN, and
First Union Corp., Charlotte, NC, respectively.

As of October 31, 1999, approximately 6.02% and 5.29% of Tax-Exempt
Fund's total outstanding shares were held by Lincoln, Fort Wayne, IN.,
and Chase Manhattan Corp., New York, NY, respectively.

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 the
supervision of the Board of Trustees, directs the investments of the
fund in accordance with its investment objective, policies and
limitations. FMR also provides 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
management 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 October 31 Management Fees Paid to
FMR(dagger)

Prime Fund 1999 $ 16,491,603

1998 $ 12,530,658

1997 $ 9,982,329

Treasury Fund 1999 $ 5,563,905

1998 $ 4,006,033

1997 $ 5,998,124

Tax-Exempt Fund 1999 $ 1,717,511

1998 $ 1,697,118

1997 $ 1,851,325

(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 discontinuance. 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 returns and
yield, and repayment of the reimbursement by a class will lower its
returns and yield.

SUB-ADVISERS. FMR has entered into a sub-advisory agreement with FIMM
pursuant to which FIMM has primary responsibility for choosing
investments for each fund.

Prior to January 23, 1998, FMR Texas Inc. (FMR Texas) had primary
responsibility for providing investment management services to each
fund. 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, 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 and FIMM by FMR on behalf of the money market
funds for the past three fiscal years are shown in the table below.

Fund Fiscal Year Ended October 31 Fees Paid to FMR Texas Fees Paid to FIMM

Prime Fund 1999 N/A $ 8,245,802

1998* $ 1,424,719 $ 4,840,610

1997 $ 3,257,703 N/A

Treasury Fund 1999 N/A $ 2,781,953

1998* $ 455,480 $ 1,547,537

1997 $ 1,691,929 N/A

Tax-Exempt Fund 1999 N/A $ 858,756

1998* $ 192,960 $ 655,599

1997 $ 584,482 N/A

</TABLE>

* For the period January 23, 1998 through October 31, 1998, FMR paid
fees to FIMM.

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.

CDSC Revenue

Fiscal Year Ended Amount Paid to FDC Amount Retained by FDC

Treasury Fund - Advisor B Class October 31, 1999 $ 821,639 $ 821,639

1998 $ 290,208 $ 290,208

1997 $ 152,671 $ 152,671

Treasury Fund - Advisor C Class October 31, 1999 $ 61,367 $ 61,367

1998* $ 22,524 $ 22,524

</TABLE>

* 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 the Daily Money Class Plan for each of Prime Fund,
Treasury Fund and Tax-Exempt Fund, 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 Capital Reserves Class for each of Prime Fund,
Treasury Fund and Tax-Exempt Fund, FDC is paid a monthly 12b-1 fee at
an annual rate of 0.5 0 % 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 the Class B Plan for Treasury Fund, 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.

Pursuant to the Class B Plan for Treasury Fund, FDC is also paid a
monthly 12b-1 (service) fee at an annual rate of 0.25% of Class B's
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 for Treasury Fund, 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.

Pursuant to the Class C Plan for Treasury Fund, FDC is also paid a
monthly 12b-1 (service) fee at an annual rate of 0.25% of Class C's
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, 403(b) program or plan covering a
sole-proprietor (formerly Keogh/H.R. 10 plan) or through reinvestment
of 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, including its affiliates, 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, including its affiliates, for providing shareholder
support services.

For the fiscal year ended October 31, 1999, Capital Reserves Class
paid FDC 12b-1 fees of $ 18,550,487 , of which FDC paid
$ 18,550,487 to intermediaries.

For the fiscal year ended October 31, 1999, Daily Money Class paid FDC
12b-1 fees of $ 14,184,033 , of which FDC paid $ 13,842,694
to intermediaries and retained $ 341,339 . 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, 1999, Class B paid FDC 12b-1
(distribution) fees of $ 684 , 573, of which FDC paid
$ 0 to intermediaries and retained $ 684,573 . This
amount is retained by FDC for use in its capacity as distributor.

In addition, for the fiscal year ended October 31, 1999, Class B paid
FDC 12b-1 (service) fees of $ 228 , 191, of which FDC paid
$ 227,359 to intermediaries and retained $ 832 . 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, 1999, Class C paid FDC 12b-1
(distribution) fees of $ 256 , 655, of which FDC paid
$ 99,019 to intermediaries and retained $ 157,636 .
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, 1999, Class C paid
FDC 12b-1 (service) fees of $ 85,552 , of which FDC paid
$ 33,006 to intermediaries and retained $ 52,546 .
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 Capital Reserves Class, Daily Money Class, Class
B, and Class C shares and/or shareholder support services, including
payments made to intermediaries that provide those services.
Currently, the Board of Trustees has authorized such payments for
Capital Reserves Class, Daily Money Class, Class B, and Class C
shares.

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,
additional 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.

FDC may compensate intermediaries that satisfy certain criteria
established from time to time by FDC relating to the level or type of
services provided by the intermediary, the sale or expected sale of
significant amounts of shares, or other factors.

TRANSFER AND SERVICE AGENT AGREEMENTS

Each class of Prime Fund and Treasury Fund has entered into a transfer
agent agreement with Fidelity Investments Institutional Operations
Company (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 Citibank, N.A. (Citibank), which is located at 111 Wall
Street, New York, New York. Under the terms of the agreements,
Citibank provides transfer agency, dividend disbursing, and
shareholder services for each class of the fund. Citibank in turn has
entered into sub-transfer agent agreements with FIIOC. Under the terms
of the sub-agreements, FIIOC performs all processing activities
associated with providing these services for each class of each fund
and receives all related transfer agency fees paid to Citibank.

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 and Treasury Fund have also entered into a service agent
agreement with Fidelity Service Company, Inc. (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
Citibank. Under the terms of the agreement, Citibank provides pricing
and bookkeeping services for the fund. Citibank in turn has entered
into a sub-service agent agreements 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 each fund and maintaining each fund's portfolio and
general accounting records, and receives all related pricing and
bookkeeping fees paid to Citibank.

For providing pricing and bookkeeping services, FSC receives a monthly
fee based on each fund's average daily net assets throughout the
month.

The annual rates for pricing and bookkeeping services for the funds
are 0.0150% of the first $500 million of average net assets, 0.0075%
of average net assets between $500 million and $10 billion, and
0.0010% of average net assets in excess of $10 billion. The fee, not
including reimbursement for out-of-pocket expenses, is limited to a
minimum of $40,000 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 1999 1998 1997

Prime Fund $ 544,121 $ 430,180 $ 240,888

Treasury Fund $ 208,303 $ 171,942 $ 160,798

Tax-Exempt Fund $ 120,455 $ 126,054 $ 100,283

DESCRIPTION OF THE TRUST

TRUST 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 o 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. The 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, or 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). Citibank, N.A., 111 Wall Street, New York, New York,
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, its 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. PricewaterhouseCoopers LLP, 160 Federal Street, Boston,
Massachusetts serves as independent accountant for each fund. 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, 1999 , and report of the auditor, are
included in the fund's annual report and are incorporated herein by
reference.

APPENDIX

Fidelity, Fidelity Investments, Fidelity Investments & (Pyramid)
Design, Fidelity Focus and Magellan 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.

(6) Supplement to the Trust Instrument of Daily Tax-Exempt Money Fund
dated as of May 9, 1997 is filed herein as Exhibit a(6).

(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 II's (File No. 33-43757) Post-Effective Amendment No. 10.

(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 incorporated herein by
reference to Exhibit e(4) of Post-Effective Amendment No. 37.

(5) Form of Selling Dealer Agreement (most recently revised January,
1997) is incorporated herein by reference to Exhibit e(5) of
Post-Effective Amendment No. 37.

(6) Form of Bank Agency Agreement (most recently revised January,
1997) is incorporated herein by reference to Exhibit e(6) of
Post-Effective Amendment No. 37.

(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 23, 1999, 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 g(2) of Fidelity Money
Market Trust's Post-Effective Amendment No. 61 (File No. 2-62417).

(3) Appendix B, dated March 18, 1999, 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 g(3) of Fidelity Hereford Street
Trust's Post-Effective Amendment No. 12 (File No. 33-52577).

(4) Addendum, dated October 21, 1996, 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 (g) (4) of Fidelity Hereford Street
Trust's (File No. 33-52577) Post-Effective Amendment No. 12.

(5) Custodian Agreement, Appendix A, Appendix B, and Appendix C,
dated May 1, 1998, between Citibank, N.A., and Newbury Street Trust on
behalf of Tax-Exempt Fund are incorporated herein by reference to
Exhibit (g) (5) of Fidelity Union Street Trust's (File No. 2-50318)
Post-Effective Amendment No. 102.

(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) Legal Opinion of Kirkpatrick & Lockhart LLP for Prime Fund:
Capital Reserves Class and Daily Money Class;Treasury Fund: Capital
Reserves Class, Daily Money Class, Advisor B Class and Advisor C
Class; and Tax-Exempt Fund: Capital Reserves Class and Daily Money
Class, dated December 21, 1999, is filed herein as Exhibit i.

(j) Consent of PricewaterhouseCoopers LLP, dated December 21, 1999,
is filed herein as Exhibit j.

(k) Not applicable.

(l) Not applicable.

(m) (1) Distribution and Service Plan pursuant to Rule 12b-1 for
Treasury Fund: Advisor C Class is filed herein as Exhibit m(1).

(2) Distribution and Service Plan pursuant to Rule 12b-1 for Treasury
Fund: Daily Money Class is filed herein as Exhibit m(2).

(3) Distribution and Service Plan pursuant to Rule 12b-1 for Treasury
Fund: Capital Reserves Class is filed herein as Exhibit m(3).

(4) Distribution and Service Plan pursuant to Rule 12b-1 for Treasury
Fund: Advisor B Class is filed herein as Exhibit m(4).

(5) Distribution and Service Plan pursuant to Rule 12b-1 for Prime
Fund: Daily Money Class is filed herein as Exhibit m(5)

(6) Distribution and Service Plan pursuant to Rule 12b-1 for Prime
Fund: Capital Reserves Class is filed herein as Exhibit m(6).

(7) Distribution and Service Plan pursuant to Rule 12b-1 for
Tax-Exempt Fund: Daily Money Class is filed herein as Exhibit m(7).

(8) Distribution and Service Plan pursuant to Rule 12b-1 for
Tax-Exempt: Capital Reserves Class is filed herein as Exhibit m(8).

(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.

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; Chairman
and Representative 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; Director
of Strategic Advisers, Inc.;
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 Avery Vice President of FMR.

Robert Bertelson Vice President of FMR.

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

Robert C. Chow Vice President of FMR.

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

Laura B. Cronin 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.

Catherine Collins Vice President of FMR.

Frederic G. Corneel Tax Counsel of FMR.

William Danoff Senior Vice President of FMR
and Vice President of funds
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 Senior Vice President of FMR
and of funds advised by FMR.

Stephen DuFour Vice President of FMR.

Margaret L. Eagle Vice President of FMR and of
a fund advised by FMR.

William R. Ebsworth Vice President of FMR.

David Felman Vice President of FMR.

Richard B. Fentin Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Karen Firestone Vice President of FMR.

Michael B. Fox Assistant Treasurer of FMR,
FIMM, FMR U.K., and FMR Far
East; Vice President and
Treasurer of FMR Corp. and
Strategic Advisers, Inc.;
Vice President of FMR U.K.,
FMR Far East, and FIMM.

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; Vice President Deputy
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.

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
and Vice President of
High-Income Funds advised by
FMR.

Robert J. Haber Vice President of FMR.

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

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

Bruce T. Herring Vice President of FMR.

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

Frederick Hoff Vice President of FMR.

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

Francis V. Knox Vice President of FMR;
Compliance Officer of FMR
U.K. and FMR Far East.

Harris Leviton Vice President of 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.

Shigeki Makino Vice President of 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.

James McDowell Senior Vice President of FMR.

Neal P. Miller Vice President of FMR.

Jacques Perold Vice President of FMR.

Stephen Petersen Senior Vice President of FMR.

Alan Radlo Vice President of FMR.

Eric D. Roiter Vice President, General
Counsel, and Clerk 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
a fund 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.

Beth F. Terrana Senior Vice President of FMR
and Vice President of funds
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.

Jason Weiner Vice President of FMR.

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

(4) FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. (FIMM)
1 Spartan 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.; Chairman and
Representative Director of
Fidelity Investments Japan
Limited (FIJ); President and
Trustee of funds advised by
FMR.

Robert C. Pozen President and Director of
FIMM; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FMR, FMR U.K.,
and FMR Far East; Director
of Strategic Advisers, Inc.;
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.

Laura B. Cronin Treasurer of FIMM, FMR Far
East, FMR U.K., and FMR and
Vice President of FMR.

Michael B. Fox Assistant Treasurer of FIMM,
FMR U.K., FMR Far East, and
FMR; Vice President and
Treasurer of FMR Corp. and
Strategic Advisers, Inc.;
Vice President of FIMM, FMR
U.K., and FMR Far East.

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

Susan Englander Hislop Assistant Secretary of FIMM;
Assistant Clerk of FMR U.K.,
FMR Far East, and Strategic
Advisers, Inc.

Stanley N. Griffith Assistant Secretary of FIMM.

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 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 Citibank, N.A., 111 Wall Street, New York, NY.

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 certifies that it meets
all of the requirements for the effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this Post-Effective Amendment No. 38 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 20th day of December 1999.

Fidelity Newbury Street Trust

By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.

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

/s/Edward C. Johnson 3d President and Trustee December 20, 1999
(dagger)

Edward C. Johnson 3d (Principal Executive Officer)

/s/Richard A. Silver Treasurer December 20, 1999

Richard A. Silver

/s/Robert C. Pozen Trustee December 20, 1999

Robert C. Pozen

/s/Ralph F. Cox Trustee December 20, 1999
*

Ralph F. Cox

/s/Phyllis Burke Davis Trustee December 20, 1999
*

Phyllis Burke Davis

/s/Robert M. Gates Trustee December 20, 1999
**

Robert M. Gates

/s/E. Bradley Jones Trustee December 20, 1999
*

E. Bradley Jones

/s/Donald J. Kirk Trustee December 20, 1999
*

Donald J. Kirk

/s/Peter S. Lynch Trustee December 20, 1999
*

Peter S. Lynch

/s/Marvin L. Mann Trustee December 20, 1999
*

Marvin L. Mann

/s/William O. McCoy Trustee December 20, 1999
*

William O. McCoy

/s/Gerald C. McDonough Trustee December 20, 1999
*

Gerald C. McDonough

/s/Thomas R. Williams Trustee December 20, 1999
*

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:

Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional Cash
Fidelity Advisor Series III Portfolios
Fidelity Advisor Series IV Fidelity Institutional
Fidelity Advisor Series V Tax-Exempt Cash Portfolios
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts
Fidelity Beacon Street Trust Municipal Trust
Fidelity Boston Street Trust Fidelity Money Market Trust
Fidelity California Municipal Fidelity Mt. Vernon Street
Trust Trust
Fidelity California Municipal Fidelity Municipal Trust
Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal
Fidelity Charles Street Trust Trust
Fidelity Commonwealth Trust Fidelity New York Municipal
Fidelity Concord Street Trust Trust II
Fidelity Congress Street Fund Fidelity Phillips Street Trust
Fidelity Contrafund Fidelity Puritan Trust
Fidelity Corporate Trust Fidelity Revere Street Trust
Fidelity Court Street Trust Fidelity School Street Trust
Fidelity Court Street Trust II Fidelity Securities Fund
Fidelity Covington Trust Fidelity Select Portfolios
Fidelity Daily Money Fund Fidelity Sterling Performance
Fidelity Destiny Portfolios Portfolio, L.P.
Fidelity Deutsche Mark Fidelity Summer Street Trust
Performance Fidelity Trend Fund
Portfolio, L.P. Fidelity U.S.
Fidelity Devonshire Trust Investments-Bond Fund, L.P.
Fidelity Exchange Fund Fidelity U.S.
Fidelity Financial Trust Investments-Government
Fidelity Fixed-Income Trust Securities
Fidelity Government Fund, L.P.
Securities Fund Fidelity Union Street Trust
Fidelity Hastings Street Trust Fidelity Union Street Trust II
Fidelity Yen Performance
Portfolio, L.P.
Newbury Street Trust
Variable Insurance Products
Fund
Variable Insurance Products
Fund II
Variable Insurance Products
Fund III

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:

Fidelity Aberdeen Street Trust Fidelity Government
Fidelity Advisor Annuity Fund Securities Fund
Fidelity Advisor Series I Fidelity Hastings Street Trust
Fidelity Advisor Series II Fidelity Hereford Street Trust
Fidelity Advisor Series III Fidelity Income Fund
Fidelity Advisor Series IV Fidelity Institutional Cash
Fidelity Advisor Series V Portfolios
Fidelity Advisor Series VI Fidelity Institutional
Fidelity Advisor Series VII Tax-Exempt Cash Portfolios
Fidelity Advisor Series VIII Fidelity Institutional Trust
Fidelity Beacon Street Trust Fidelity Investment Trust
Fidelity Boston Street Trust Fidelity Magellan Fund
Fidelity California Municipal Fidelity Massachusetts
Trust Municipal Trust
Fidelity California Municipal Fidelity Money Market Trust
Trust II Fidelity Mt. Vernon Street
Fidelity Capital Trust Trust
Fidelity Charles Street Trust Fidelity Municipal Trust
Fidelity Commonwealth Trust Fidelity Municipal Trust II
Fidelity Congress Street Fund Fidelity New York Municipal
Fidelity Contrafund Trust
Fidelity Corporate Trust Fidelity New York Municipal
Fidelity Court Street Trust Trust II
Fidelity Court Street Trust II Fidelity Phillips Street Trust
Fidelity Covington Trust Fidelity Puritan Trust
Fidelity Daily Money Fund Fidelity Revere Street Trust
Fidelity Daily Tax-Exempt Fund Fidelity School Street Trust
Fidelity Destiny Portfolios Fidelity Securities Fund
Fidelity Deutsche Mark Fidelity Select Portfolios
Performance Fidelity Sterling Performance
Portfolio, L.P. Portfolio, L.P.
Fidelity Devonshire Trust Fidelity Summer Street Trust
Fidelity Exchange Fund Fidelity Trend Fund
Fidelity Financial Trust Fidelity U.S.
Fidelity Fixed-Income Trust Investments-Bond Fund, L.P.
Fidelity U.S.
Investments-Government
Securities
Fund, L.P.
Fidelity Union Street Trust
Fidelity Union Street Trust II
Fidelity Yen Performance
Portfolio, L.P.
Variable Insurance Products
Fund
Variable Insurance Products
Fund II

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 /s/Peter S.
3d___________ Lynch________________

Edward C. Johnson 3d Peter S. Lynch

/s/J. Gary /s/William O.
Burkhead_______________ McCoy______________

J. Gary Burkhead William O. McCoy

/s/Ralph F. Cox /s/Gerald C.
__________________ McDonough___________

Ralph F. Cox Gerald C. McDonough

/s/Phyllis Burke /s/Marvin L.
Davis_____________ Mann________________

Phyllis Burke Davis Marvin L. Mann

/s/E. Bradley /s/Thomas R. Williams
Jones________________ ____________

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:

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 a(6)

Supplement To
Trust Instrument of
Daily Tax-Exempt Money Fund

This Supplement to the Trust Instrument of Daily Tax-Exempt Money
Fund, (the "Trust"), dated June 20, 1991 is adopted pursuant to a
resolution of the shareholders adopted at a meeting on May 9, 1997 as
follows:

1. The second paragraph of Section 7.01 of the Trust Instrument is
amended and restated as follows:

VOTING POWERS.

Section 7.01. On any matter submitted to a vote of the Shareholders,
all Shares shall be voted by individual Series, except (i) when
required by the 1940 Act, Shares shall be voted in the aggregate and
not by individual Series; and (ii) when the Trustees have determined
that the matter affects the interests of one or more Series, then the
Shareholders of all such Series shall be entitled to vote thereon.
The Trustees may also determine that a matter affects only the
interests of one or more classes of a Series, in which case any such
matters shall be voted on by such class or classes. A Sshareholder of
each Sseries shall be entitled to one vote for each dollar of net
asset value (number of shares owned times net asset value per share)
of such Series, on any matter on which such Sshareholder is entitled
to vote and each fractional dollar amount shall be entitled to a
proportionate fractional vote. There shall be no cumulative voting in
the election of Trustees. Shares may be voted in person or by proxy,
or in any manner provided for in the Bylaws. A proxy may be given in
writing. The Bylaws may provide that proxies may also, or may
instead, be given by any electronic or telecommunications device or in
any other manner. Notwithstanding anything else herein or in the
Bylaws, in the event a proposal by anyone other than the officers or
Trustees of the Trust is submitted to a vote of the Shareholders of
one or more Series or of the Trust, or in the event of any proxy
contest or proxy solicitation or proposal in opposition to any
proposal by the officers or Trustees of the Trust, Shares may be voted
only in person or by written proxy. Until Shares are issued, the
Trustees may exercise all rights of Shareholders and may take any
action required or permitted by law, this Trust Instrument or any
Bylaws of the Trust, to be taken by Shareholders.

IN WITNESS WHEREOF, the undersigned, being a trustee of the Trust,
has executed this instrument.

/s/ J. Gary Burkhead
J. Gary Burkhead, as Trustee and
not individually.

dated as of: May 9, 1997

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.

Newbury Street Trust

By _____________________________

FIDELITY DISTRIBUTORS CORPORATION

By _____________________________

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:

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.

Newbury Street Trust

By _____________________________

FIDELITY DISTRIBUTORS CORPORATION

By _____________________________

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:

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.

Newbury Street Trust

By _____________________________

FIDELITY DISTRIBUTORS CORPORATION

By _____________________________

Kirkpatrick & Lockhart llp 1800 Massachusetts Avenue, NW
Second Floor
Washington, DC 20036-1800
202.778.9000
www.kl.com

December 21, 1999

Newbury Street Trust
82 Devonshire Street
Boston, Massachusetts 02109

Ladies and Gentlemen:

You have requested our opinion, as counsel to Newbury Street Trust
(the "Trust"), as to certain matters regarding the issuance of Shares
of the Trust. As used in this letter, the term "Shares" means the
Capital Reserves Class and Daily Money Class shares of beneficial
interest of Prime Fund, Tax-Exempt Fund, and Treasury Fund, and the
Advisor B Class and Advisor C Class shares of beneficial interest of
Treasury Fund, each a series of the Trust.

As such counsel, we have examined certified or other copies, believed
by us to be genuine, of the Trust's Trust Instrument and by-laws and
such resolutions and minutes of meetings of the Trust's Board of
Trustees as we have deemed relevant to our opinion, as set forth
herein. Our opinion is limited to the laws and facts in existence on
the date hereof, and it is further limited to the laws (other than the
conflict of law rules) in the State of Delaware that in our experience
are normally applicable to the issuance of shares by unincorporated
voluntary associations and to the Securities Act of 1933 ("1933 Act"),
the Investment Company Act of 1940 ("1940 Act") and the regulations of
the Securities and Exchange Commission ("SEC") thereunder.

Based on present laws and facts, we are of the opinion that the
issuance of the Shares has been duly authorized by the Trust and that,
when sold in accordance with the terms contemplated by Post-Effective
Amendment No. 38 to the Trust's Registration Statement on Form N-1A
and each subsequent Post-Effective Amendment ("PEA") to said
registration statement, including receipt by the Trust of full payment
for the Shares and compliance with the 1933 Act and the 1940 Act and
applicable state law regulating the offer and sale of securities, the
Shares will have been validly issued, fully paid and non-assessable.

The Trust is a business trust established pursuant to the Delaware
Business Trust Act ("Delaware Act"). The Delaware Act provides that a
shareholder of the Trust is entitled to the same limitation of
personal liability extended to shareholders of for-profit
corporations. To the extent that the Trust or any of its shareholders
become subject to the jurisdiction of courts in states that do not
have statutory or other authority limiting the liability of business
trust shareholders, such courts might not apply the Delaware Act and
could subject Trust shareholders to liability.

To guard against this risk, the Trust's Trust Instrument provides
that the Trustees shall have no power to bind any shareholder
personally or to call upon any shareholder for the payment of any sum
of money or assessment whatsoever other than such as the shareholder
may at any time personally agree to pay by way of subscription for any
shares or otherwise. The Trust Instrument also requires that every
note, bond, contract or other undertaking issued by or on behalf of
the Trust or the Trustees relating to the Trust or to a Series shall
include a recitation limiting the obligation represented thereby to
the Trust or to one or more Series and its or their assets (although
the omission of such a recitation shall not operate to bind any
shareholder of the Trust). Furthermore, the Trust Instrument provides
that: (i) in case any shareholder or former shareholder of any Series
shall be held to be personally liable solely by reason of his being or
having been a shareholder of such Series and not because of his acts
or omissions or for some other reason, the shareholder or former
shareholder shall be entitled out of the assets belonging to the
applicable Series to be held harmless from and indemnified against all
loss and expense arising from such liability; and (ii) the Trust, on
behalf of the affected Series, shall, upon request by the shareholder,
assume the defense of any claim made against the shareholder for any
act or obligation of the Series and satisfy any judgment thereon from
the assets of the Series.

We hereby consent to this opinion accompanying or being incorporated
by reference in the PEA when it is filed with the SEC.

Very truly yours,

KIRKPATRICK & LOCKHART LLP
/s/Kirkpatrick & Lockhart LLP

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference into the
Prospectuses and Statement of Additional Information in Post-Effective
Amendment No. 38 to the Registration Statement on Form N-1A of Newbury
Street Trust: Treasury Fund, Prime Fund, and Tax-Exempt Fund of our
report dated December 8, 1999 on the financial statements and
financial highlights included in the October 31, 1999 Annual Report
to Shareholders of Newbury Street Trust: Treasury Fund, Prime Fund,
and Tax-Exempt Fund.

We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectuses and "Auditor" in the
Statement of Additional Information.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
December 21, 1999

DISTRIBUTION AND SERVICE PLAN
TREASURY FUND
ADVISOR C CLASS

1. This Distribution and Service Plan (the "Plan"), when effective
in accordance with its terms, shall be the written plan contemplated
by Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "Act"), for Advisor C Class Shares of Treasury Fund ("Class C"),
a class of shares of Treasury Fund (the "Fund"), a series of Newbury
Street Trust (the "Trust").

2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the Fund's shares of beneficial interest (the "Shares"). Such efforts
may include, but neither are required to include nor are limited to,
the following: (1) formulation and implementation of marketing and
promotional activities, such as mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (2) preparation,
printing and distribution of sales literature; (3) preparation,
printing and distribution of prospectuses of the Fund and reports to
recipients other than existing shareholders of the Fund; (4) obtaining
such information, analyses and reports with respect to marketing and
promotional activities as the Distributor may, from time to time, deem
advisable; (5) making payments to securities dealers and others
engaged in the sale of Shares or in shareholder support services
("Investment Professionals"); and (6) providing training, marketing
and support to Investment Professionals with respect to the sale of
Shares.

3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to Class C Shares, the Distributor
is hereby specifically authorized to make payments to Investment
Professionals in connection with the sale of Class C Shares. Such
payments may be paid as a percentage of the dollar amount of purchases
of Class C Shares attributable to a particular Investment
Professional, or may take such other form as may be approved by the
Trustees.

4. In consideration of the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraphs 2 and 3 hereof, all with respect to Class C
Shares:

(a) Class C shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class C throughout the month; provided that, for any period during
which the total of such fee and all other expenses of the Fund (or of
Class C) would exceed the gross income of the Fund (or of Class C)
such fee shall be reduced by such excess. The determination of daily
net assets shall be made at the close of business each day throughout
the month and computed in the manner specified in the Fund's then
current Prospectus for the determination of the net asset value of
Class C Shares, but shall exclude assets attributable to any other
class of Shares of the Fund. The Distributor may, but shall not be
required to, use all or any portion of the distribution fee received
pursuant to the Plan to compensate Investment Professionals who have
engaged in the sale of Class C Shares or in shareholder support
services with respect to Class C Shares pursuant to agreements with
the Distributor, or to pay any of the expenses associated with other
activities authorized under paragraphs 2 and 3 hereof; and

(b) In addition, the Plan recognizes that the Distributor may, in
accordance with such terms as the Trustees may from time to time
establish, receive all or a portion of any sales charges, including
contingent deferred sales charges, which may be imposed upon the sale
or redemption of Class C Shares.

5. Separate from any payments made as described in paragraph 4
hereof, Class C shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class C
throughout the month. The determination of daily net assets shall be
made at the close of business each day throughout the month and
computed in the manner specified in the Fund's then current Prospectus
for the determination of the net asset value of Class C Shares, but
shall exclude assets attributable to any other class of Shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all or a portion of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts, or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.

6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the Fund and the Adviser (the
"Management Contract"). It is recognized that the Adviser may use its
management fee revenue, as well as its past profits or its resources
from any other source, to make payment to the Distributor for expenses
incurred in connection with the distribution of Class C Shares,
including the activities referred to in paragraphs 2 and 3 hereof. To
the extent that the payment of management fees by the Fund to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Class C Shares within the
meaning of Rule 12b-1, then such payment shall be deemed to be
authorized by this Plan.

7. This Plan shall become effective upon approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of the Plan or in any agreement related to the Plan (the
"Independent Trustees"), cast in person at a meeting called for the
purpose of voting on this Plan.

8. This Plan shall, unless terminated as hereinafter provided,
remain in effect until April 30, 2000, and from year to year
thereafter; provided, however, that such continuance is subject to
approval annually by a vote of a majority of the Trustees of the
Trust, including a majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting on this Plan.
This Plan may be amended at any time by the Board of Trustees,
provided that (a) any amendment to increase materially the fees
provided for in paragraphs 4 or 5 hereof shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of Class C, and (b) any material amendment of this Plan shall be
effective only upon approval in the manner provided in the first
sentence of this paragraph 8.

9. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of Class C.

10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any
activity primarily intended to result in the sale of Class C Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.

11. This Plan does not require the Adviser or Distributor to perform
any specific type or level of distribution activities or to incur any
specific level of expenses for activities primarily intended to result
in the sale of Class C Shares.

12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Trust Instrument, any obligation assumed by Class
C pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class C and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.

13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.

EXHIBIT M(2)

DISTRIBUTION AND SERVICE PLAN
FIDELITY NEWBURY STREET TRUST: TREASURY FUND
DAILY MONEY CLASS

1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act") for the Daily Money Class
shares (the "Daily Money Class"), a class of shares of Treasury Fund
(the "Fund"), a series of Fidelity Newbury Street Trust (the "Trust").

2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor"), under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the Fund's shares of beneficial interest (the "Shares"). Such efforts
may include, but neither are required to include nor are limited to,
the following:

(1) formulation and implementation of marketing and promotional
activities, such as mail promotions and television, radio, newspaper,
magazine and other mass media advertising;

(2) preparation, printing and distribution of sales literature;

(3) preparation, printing and distribution of prospectuses of the
Fund and reports to recipients other than existing shareholders of the
Fund;

(4) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Distributor may from time
to time, deem advisable;

(5) making payments to securities dealers and others engaged in the
sales of Shares or who engage in shareholder support services
("Investment Professionals"); and

(6) providing training, marketing and support to Investment
Professionals with respect to the sale of Shares.

3. In consideration for the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraph 2 hereof, all with respect to Daily Money
Class shares, Daily Money Class of the Fund shall pay to the
Distributor a fee at the annual rate of up to 0.25% of average daily
net assets of Daily Money Class throughout the month, or such lesser
amount as may be established from time to time by the Trustees of the
Trust, as specified in paragraph 6 of this Plan; provided that, for
any period during which the total of such fee and all other expenses
of the Fund (or of Daily Money Class), would exceed the gross income
of the Fund (or of Daily Money Class), such fee shall be reduced by
such excess. Such fee shall be computed and paid monthly. The
determination of daily net assets shall be made at the close of
business each day throughout the month and computed in the manner
specified in the Fund's then current Prospectus for the determination
of the net asset value of shares of Daily Money Class, but shall
exclude assets attributable to any other Class of the Fund. The
Distributor may, but may not be required to, use all or any portion of
the fee received pursuant to the Plan to compensate Investment
Professionals who have engaged in the sale of Daily Money Class Shares
or in shareholder support services with respect to Daily Money Class
Shares pursuant to agreements with the Distributor, or to pay any of
the expenses associated with other activities authorized under
paragraph 2 thereof.

4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the Fund and the Adviser (the
"Management Contract"). It is recognized that the Adviser may use its
management fee revenue, as well as its past profits or its resources
from any other source, to make payment to the Distributor for expenses
incurred in connection with the distribution of Daily Money Class
Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Daily Money Class
Shares within the meaning of Rule 12b-1, then such payment shall be
deemed to be authorized by this Plan. In addition to the payments made
under paragraph 3, the Distributor may use all or any portion of the
payments received from the Adviser pursuant to this paragraph to
compensate Investment Professionals in connection with the
distribution of Daily Money Class Shares; such payments shall not
exceed on an annual basis the management fee set forth in the
Management Contract.

5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities" (as defined in the Act) of Daily Money
Class, this Plan having been approved by a vote of a majority of the
Trustees of the Trust, including a majority of Trustees who are not
"interested persons" of the Trust (as defined in the Act) and who have
no direct or indirect financial interest in the operation of this Plan
or in any agreement related to the Plan (the "Independent Trustees"),
cast in person at a meeting called for the purpose of voting on this
Plan.

6. This Plan shall, unless terminated as hereinafter provided, remain
in effect until April 30, 2000, and from year to year thereafter;
provided, however, that such continuance is subject to approval
annually by a vote of a majority of the Trustees of the Trust,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may
be amended at any time by the Board of Trustees, provided that (a) any
amendment to increase materially the fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Daily Money Class, and (b) any
material amendment of this Plan shall be effective only upon approval
in the manner provided in the first sentence of this paragraph 6.

7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the Class.

8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any
activity primarily intended to result in the sale of Daily Money Class
Shares (making estimates of such costs where necessary or desirable)
and the purposes for which such expenditures were made.

9. This Plan does not require the Adviser or Distributor to perform
any specific type or level of distribution activities or to incur any
specific level of expenses for activities primarily intended to result
in the sale of Daily Money Class Shares.

10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Trust Instrument, any obligation assumed by Daily
Money Class pursuant to this Plan or any agreement related to this
Plan shall be limited in all cases to Daily Money Class and its assets
and shall not constitute an obligation of any shareholder of the Trust
or of any other class of the Fund, series of the Trust or class of
such series.

11. If any provision of the Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.

EXHIBIT M(3)

DISTRIBUTION AND SERVICE PLAN
FIDELITY NEWBURY STREET TRUST: TREASURY FUND
CAPITAL RESERVES CLASS

1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act") for the Capital Reserves
Class shares (the "Capital Reserves Class"), a class of shares of
Treasury Fund (the "Fund"), a series of Newbury Street Trust (the
"Trust").

(1) formulation and implementation of marketing and promotional
activities, such as mail promotions and television, radio, newspaper,
magazine and other mass media advertising;

(2) preparation, printing and distribution of sales literature;

(3) preparation, printing and distribution of prospectuses of the
Fund and reports to recipients other than existing shareholders of the
Fund;

(4) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Distributor may from time
to time, deem advisable;

(5) making payments to securities dealers and others engaged in the
sales of Shares or who engage in shareholder support services
("Investment Professionals"); and

(6) providing training, marketing and support to Investment
Professionals with respect to the sale of Shares.

3. In consideration for the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and paragraph 2 hereof, all with respect to Capital Reserves
Class shares, Capital Reserves Class of the Fund shall pay to the
Distributor a fee at the annual rate of up to 0.50% of average daily
net assets of Capital Reserves Class throughout the month, or such
lesser amount as may be established from time to time by the Trustees
of the Trust, as specified in paragraph 6 of this Plan; provided that,
for any period during which the total of such fee and all other
expenses of the Fund (or of Capital Reserves Class), would exceed the
gross income of the Fund (or of Capital Reserves Class), such fee
shall be reduced by such excess. Such fee shall be computed and paid
monthly. The determination of daily net assets shall be made at the
close of business each day throughout the month and computed in the
manner specified in the Fund's then current Prospectus for the
determination of the net asset value of shares of Capital Reserves
Class, but shall exclude assets attributable to any other Class of the
Fund. The Distributor may, but may not be required to, use all or any
portion of the fee received pursuant to the Plan to compensate
Investment Professionals who have engaged in the sale of Capital
Reserves Class Shares or in shareholder support services with respect
to Capital Reserves Class Shares pursuant to agreements with the
Distributor, or to pay any of the expenses associated with other
activities authorized under paragraph 2 thereof.

4. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the Fund and the Adviser (the
"Management Contract"). It is recognized that the Adviser may use its
management fee revenue, as well as its past profits or its resources
from any other source, to make payment to the Distributor for expenses
incurred in connection with the distribution of Capital Reserves Class
Shares, including the activities referred to in paragraphs 2 and 3
hereof. To the extent that the payment of management fees by the Fund
to the Adviser should be deemed to be indirect financing of any
activity primarily intended to result in the sale of Capital Reserves
Class Shares within the meaning of Rule 12b-1, then such payment shall
be deemed to be authorized by this Plan. In addition to the payments
made under paragraph 3, the Distributor may use all or any portion of
the payments received from the Adviser pursuant to this paragraph to
compensate Investment Professionals in connection with the
distribution of Capital Reserves Class Shares; such payments shall not
exceed on an annual basis the management fee set forth in the
Management Contract.

5. This Plan shall become effective upon the approval by a vote of a
majority of the Trustees of the Trust, including a majority of
Trustees who are not "interested persons" of the Trust (as defined in
the Act) and who have no direct or indirect financial interest in the
operation of this Plan or in any agreement related to the Plan (the
"Independent Trustees"), cast in person at a meeting called for the
purpose of voting on this Plan.

6. This Plan shall, unless terminated as hereinafter provided, remain
in effect until April 30, 2000, and from year to year thereafter;
provided, however, that such continuance is subject to approval
annually by a vote of a majority of the Trustees of the Trust,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may
be amended at any time by the Board of Trustees, provided that (a) any
amendment to increase materially the fee provided for in paragraph 3
hereof shall be effective only upon approval by a vote of a majority
of the outstanding voting securities of Capital Reserves Class, and
(b) any material amendment of this Plan shall be effective only upon
approval in the manner provided in the first sentence of this
paragraph 6.

8. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any
activity primarily intended to result in the sale of Capital Reserves
Class Shares (making estimates of such costs where necessary or
desirable) and the purposes for which such expenditures were made.

10. Consistent with the limitation of shareholder liability as set
forth in the Trust's Trust Instrument, any obligation assumed by
Capital Reserves Class pursuant to this Plan or any agreement related
to this Plan shall be limited in all cases to Capital Reserves Class
and its assets and shall not constitute an obligation of any
shareholder of the Trust or of any other class of the Fund, series of
the Trust or class of such series.

11. If any provision of the Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.

DISTRIBUTION AND SERVICE PLAN
FIDELITY NEWBURY STREET TRUST: TREASURY FUND
ADVISOR B CLASS

1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act") for Advisor B Class shares
of Treasury Fund ("Class B"), a class of shares of Treasury Fund (the
"Fund"), a series of Fidelity Newbury Street Trust (the "Trust").

2. The Trust has entered into a General Distribution Agreement on
behalf of the Fund with Fidelity Distributors Corporation (the
"Distributor") under which the Distributor uses all reasonable
efforts, consistent with its other business, to secure purchasers of
the Fund's shares of beneficial interest (the "shares"). Such efforts
may include, but neither are required to include nor are limited to,
the following: (1) formulation and implementation of marketing and
promotional activities, such as mail promotions and television, radio,
newspaper, magazine and other mass media advertising; (2) preparation,
printing and distribution of sales literature; (3) preparation,
printing and distribution of prospectuses of the Fund and reports to
recipients other than existing shareholders of the Fund; (4) obtaining
such information, analyses and reports with respect to marketing and
promotional activities as the Distributor may, from time to time, deem
advisable; (5) making payments to securities dealers and others
engaged in the sale of shares or who engage in shareholder support
services ("Investment Professionals"); and (6) providing training,
marketing and support to Investment Professionals with respect to the
sale of shares.

3. In accordance with such terms as the Trustees may, from time to
time establish, and in conjunction with its services under the General
Distribution Agreement with respect to shares of Advisor B Class
("Class B Shares"), the Distributor is hereby specifically authorized
to make payments to Investment Professionals in connection with the
sale of the Class B Shares. Such payments may be paid as a percentage
of the dollar amount of purchases of Class B Shares attributable to a
particular Investment Professional, or may take such other form as may
be approved by the Trustees.

4. In consideration for the services provided and the expenses
incurred by the Distributor pursuant to the General Distribution
Agreement and to paragraphs 2 and 3 hereof, all with respect to Class
B Shares:

(a) Class B shall pay to the Distributor a monthly distribution fee
at the annual rate of 0.75% (or such lesser amount as the Trustees
may, from time to time, determine) of the average daily net assets of
Class B throughout the month; provided that, for any period during
which the total of such fee and all other expenses of the fund (or of
Class B), would exceed the gross income of the Fund (or of Class B)
such fee shall be reduced by such excess. The determination of daily
net assets shall be made at the close of business each day throughout
the month and computed in the manner specified in the Fund's then
current Prospectus for the determination of the net asset value of
Class B Shares, but shall exclude assets attributable to any other
class of shares of the Fund. The Distributor may, but shall not be
required to, use all or any portion of the distribution fee received
pursuant to the Plan to compensate Investment Professionals who have
engaged in the sale of Class B Shares or in shareholder support
services with respect to Class B Shares pursuant to agreements with
the Distributor, or to pay any of the expenses associated with other
activities authorized under paragraphs 2 and 3 hereof; and

5. Separate from any payments made as described in paragraph 4
hereof, Class B shall also pay to the Distributor a service fee at the
annual rate of 0.25% (or such lesser amount as the Trustees may, from
time to time, determine) of the average daily net assets of Class B
throughout the month. The determination of daily net assets shall be
made at the close of business each day throughout the month and
computed in the manner specified in the Fund's then current Prospectus
for the determination of the net asset value of Class B Shares, but
shall exclude assets attributable to any other class of shares of the
Fund. In accordance with such terms as the Trustees may from time to
time establish, the Distributor may use all [or a portion] of such
service fees to compensate Investment Professionals for personal
service and/or the maintenance of shareholder accounts or for other
services for which "service fees" lawfully may be paid in accordance
with applicable rules and regulations.

6. The Fund presently pays, and will continue to pay, a management
fee to Fidelity Management & Research Company (the "Adviser") pursuant
to a management agreement between the Fund and the Adviser (the
"Management Contract"). It is recognized that the Adviser may use its
management fee revenue, as well as its past profits or its resources
from any other source, to make payment to the Distributor for expenses
incurred in connection with the distribution of Class B Shares,
including the activities referred to in paragraphs 2 and 3 hereof. To
the extent that the payment of management fees by the Fund to the
Adviser should be deemed to be indirect financing of any activity
primarily intended to result in the sale of Class B Shares within the
meaning of Rule 12b-1, then such payment shall be deemed to be
authorized by this Plan.

7. This Plan shall become effective upon the first business day of
the month following approval by "a vote of at least a majority of the
outstanding voting securities" (as defined in the Act) of Class B,
this Plan having been approved by a vote of a majority of the Trustees
of the Trust, including a majority of Trustees who are not "interested
persons" of the Trust (as defined in the Act) and who have no direct
or indirect financial interest in the operation of the Plan or in any
agreement related to the Plan (the "Independent Trustees"), cast in
person at a meeting called for the purpose of voting on this Plan.

8. This Plan shall, unless terminated as hereinafter provided, remain
in effect until April 30, 2000, and from year to year thereafter;
provided, however, that such continuance is subject to approval
annually by a vote of a majority of the Trustees of the Trust,
including a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on this Plan. This Plan may
be amended at any time by the Board of Trustees, provided that (a) any
amendment to increase materially the fee provided for in paragraphs 4
or 5 hereof shall be effective only upon approval by a vote of a
majority of the outstanding voting securities of Class B, and (b) any
material amendment of this Plan shall be effective only upon approval
in the manner provided in the first sentence of this paragraph 8.

10. During the existence of this Plan, the Trust shall require the
Adviser and/or the Distributor to provide the Trust, for review by the
Trustees, and the Trustees shall review, at least quarterly, a written
report of the amounts expended in connection with financing any
activity primarily intended to result in the sale of Class B Shares
(making estimates of such costs where necessary or desirable) and the
purposes for which such expenditures were made.

12. Consistent with the limitation of shareholder liability as set
forth in the Trust's Trust Instrument, any obligation assumed by Class
B pursuant to this Plan and any agreement related to this Plan shall
be limited in all cases to Class B and its assets and shall not
constitute an obligation of any shareholder of the Trust or of any
other class of the Fund, series of the Trust or class of such series.

13. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.

EXHIBIT M(5)

DISTRIBUTION AND SERVICE PLAN
FIDELITY NEWBURY STREET TRUST: PRIME FUND
DAILY MONEY CLASS

1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act") for the Daily Money Class
shares (the "Daily Money Class"), a class of shares of Prime Fund (the
"Fund"), a series of Fidelity Newbury Street Trust (the "Trust").

(1) formulation and implementation of marketing and promotional
activities, such as mail promotions and television, radio, newspaper,
magazine and other mass media advertising;

(2) preparation, printing and distribution of sales literature;

(3) preparation, printing and distribution of prospectuses of the
Fund and reports to recipients other than existing shareholders of the
Fund;

(4) obtaining such information, analyses and reports with respect to
marketing and promotional activities as the Distributor may from time
to time, deem advisable;

(5) making payments to securities dealers and others engaged in the
sales of Shares or who engage in shareholder support services
("Investment Professionals"); and

(6) providing training, marketing and support to Investment
Professionals with respect to the sale of Shares.

11. If any provision of the Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.

EXHIBIT M(6)

DISTRIBUTION AND SERVICE PLAN
FIDELITY NEWBURY STREET TRUST: PRIME FUND
CAPITAL RESERVES CLASS

1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Securities and Exchange Commission Rule 12b-1 under the Investment
Company Act of 1940, as amended (the "Act") for the Capital Reserves
Class shares (the "Capital Reserves Class"), a class of shares of
Prime Fund Fund (the "Fund"), a series of Newbury Street Trust (the
"Trust").