NEWBURY STREET TRUST
485BPOS, 2000-12-27

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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. 39	[X]
and
REGISTRATION STATEMENT (No. 811-3518)
		UNDER THE INVESTMENT COMPANY ACT OF 1940	[X]
		Amendment No. 39	[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 (12/29/00) 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^®

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

<R>December 29, 2000</R>

(fidelity_logo_graphic)

82 Devonshire Street, Boston, MA 02109

Fund Summary	<Click Here>	Investment Summary
	<Click Here>	Performance
	<Click Here>	Fee Table
Fund Basics	<Click Here>	Investment Details
	<Click Here>	Valuing Shares
Shareholder Information	<Click Here>	Buying and Selling Shares
	<Click Here>	Exchanging Shares
	<Click Here>	Account Features and Policies
	<Click Here>	Dividends and Capital Gain Distributions
	<Click Here>	Tax Consequences
Fund Services	<Click Here>	Fund Management
	<Click Here>	Fund Distribution
Appendix	<Click Here>	Financial Highlights

Prospectus

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:

Investing in U.S. Treasury securities and repurchase agreements for those securities.
Generally maintaining a dollar-weighted average maturity at 60 days or less.
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:

Interest Rate Changes. Interest rate increases can cause the price of a money market security to decrease.
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.

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:

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.
Investing more than 25% of total assets in the financial services industries.
Generally maintaining a dollar-weighted average maturity at 60 days or less.
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:

Interest Rate Changes. Interest rate increases can cause the price of a money market security to decrease.
Foreign Exposure. Entities located in foreign countries can be affected by adverse political, regulatory, market, or economic developments in those countries.

Prospectus

Fund Summary - continued

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.
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.

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:

Normally investing in municipal money market securities.
Normally investing so that at least 80% of the fund's income distributions is exempt from federal income tax.
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.
Potentially investing more than 25% of total assets in municipal securities that finance similar types of projects.
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:

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.
Interest Rate Changes. Interest rate increases can cause the price of a money market security to decrease.
Foreign Exposure. Entities located in foreign countries can be affected by adverse political, regulatory, market, or economic developments in those countries.
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.

Prospectus

Fund Summary - continued

Performance

The following information illustrates <R>the changes in </R>each fund's performance <R>from year to </R>year. Returns are based on past results and are not an indication of future performance.

Year-by-Year Returns

<R>Treasury Fund - Capital Reserves Class</R>

<R>Calendar Years									1998	1999</R>
<R>									4.66%	4.19%</R>

During the periods shown in the chart for Capital Reserves Class of Treasury Fund, the highest return for a quarter was<R> </R>1.23%<R> (quarter ended December </R>31, 199<R>9</R>< R>) and the lowest return for a quarter was 1.02</R>% (quarter ended <R>June 30, 1999</R><R>).</R>

The year-to-date return as of September 30, <R>2000 </R>for Capital Reserves Class of Treasury Fund was 3.95%.

<R>Prime Fund - Capital Reserves Class</R>

<R>Calendar Years									1998	1999</R>
<R>									4.82%	4.48%</R>

During the periods shown in the chart for Capital Reserves Class of Prime Fund, the highest return for a quarter was 0.73%<R> (quarter ended June 30,1998</R><R>) and the lowest return for a quarter was 0.52</R>%<R> (quarter ended March 31, 1999</R>).

The year-to-date return as of September 30, <R>2000 </R>for Capital Reserves Class of Prime Fund was 4.15%.

Prospectus

Fund Summary - continued

<R>Tax-Exempt Fund - Capital Reserves Class</R>

<R>Calendar Years									1998	1999</R>
<R>									2.68%	2.48%</R>

During the periods shown in the chart for Capital Reserves Class of Tax-Exempt Fund, the highest return for a quarter was 1.19%<R> (quarter ended September 30, 1998)</R> and the lowest return for a quarter was 0.<R>98</R>%<R> (quarter ended June 30, 1999</R><R>).</R>

The year-to-date return as of September 30, <R>2000 </R>for Capital Reserves Class of Tax-Exempt Fund was <R>2.41%</R>.

Average Annual Returns

<R>For the periods ended December 31, 1999	Past 1 year	Life of class^A</R>
<R>Treasury Fund - Capital Reserves Class	4.19%	4.46%</R>
<R>Prime Fund - Capital Reserves Class	4.48%	4.67%</R>
<R>Tax-Exempt Fund - Capital Reserves Class	2.48%	2.62%</R>

^AFrom October 31, 1997.

If FMR had not reimbursed certain class expenses during these periods, <R>each fund's </R>Capital Reserves Class 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. <R>The annual class operating expenses provided below for Capital Reserves Class </R>do not reflect the effect of any expense reimbursements during the period.

Prospectus

Fund Summary - continued

Shareholder fees (paid by the investor directly)

<R>	Capital Reserves Class</R>
<R>Sales charge (load) on purchases and reinvested distributions	None</R>
<R>Deferred sales charge (load) on redemptions	None</R>

Annual class operating expenses (paid from class assets)

<R>		Capital Reserves Class</R>
<R>Treasury Fund	Management fee	0.25%</R>
<R>	Distribution and Service (12b-1) fee	0.50%</R>
<R>	Other expenses	0.25%</R>
<R>	Total annual class operating expenses^A	1.00%</R>
<R>Prime Fund	Management fee	0.25%</R>
<R>	Distribution and Service (12b-1) fee	0.50%</R>
<R>	Other expenses	0.25%</R>
<R>	Total annual class operating expenses^A	1.00%</R>
<R>Tax-Exempt Fund	Management fee	0.25%</R>
<R>	Distribution and Service (12b-1) fee	0.50%</R>
<R>	Other expenses	0.27%</R>
<R>	Total annual class operating expenses^A	1.02%</R>

^<R>A</R>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 its 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 <R>at the end of each time period</R> indicated:

Prospectus

Fund Summary - continued

<R>		Capital Reserves Class</R>
<R>Treasury Fund	1 year	$ 102</R>
<R>	3 years	$ 318</R>
<R>	5 years	$ 552</R>
<R>	10 years	$ 1,225</R>
<R>Prime Fund	1 year	$ 102</R>
<R>	3 years	$ 318</R>
<R>	5 years	$ 552</R>
<R>	10 years	$ 1,225</R>
<R>Tax-Exempt Fund	1 year	$ 104</R>
<R>	3 years	$ 325</R>
<R>	5 years	$ 563</R>
<R>	10 years	$ 1,248</R>

Prospectus

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 industr<R>ies</R>.

FMR generally intends to maintain the fund's dollar-weighted average maturity at 60 days or less.

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.

Prospectus

Fund Basics - continued

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<R>ers' </R>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.

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.

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.

Prospectus

Fund Basics - continued

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.

Prospectus

Fund Basics - continued

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 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.

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.

Prospectus

Shareholder Information

Buying and Selling Shares

General Information

For account, product, and service information, please <R>call your Fidelity client services representative or</R> 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

Traditional Individual Retirement Accounts (IRAs)

Roth IRAs

Rollover IRAs

401(k) Plans and certain other 401(a)-qualified plans

SIMPLE IRAs

Simplified Employee Pension Plans (SEP-IRAs)

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

<R>The</R> price to buy one share of the 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.

Prospectus

Shareholder Information - continued

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:

You are advised to place your trades as early in the day as possible and to provide Fidelity with advance notice of large purchases.
All of your purchases must be made in U.S. dollars and checks must be drawn on U.S. banks.
Fidelity does not accept cash.
When making a purchase with more than one check, each check must have a value of at least $50.
Fidelity reserves the right to limit the number of checks processed at one time.
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.
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.

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	$1,000
For certain Fidelity retirement accounts^A	$500
To Add to an Account	$250
For certain Fidelity retirement accounts^A	$100
<R>M</R>inimum Balance	$500

^AFidelity 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.

Prospectus

Shareholder Information - continued

Key Information
<R>Phone	To Open an Account</R> 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 your Fidelity client services representative or 1-800-843-3001. To Add to an Account 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 your Fidelity client services representative or 1-800-843-3001.
Mail Fidelity Investments P.O. Box 770002 Cincinnati, OH 45277-0081	To Open an Account Complete 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, if you trade directly through Fidelity, to the address at left. To Add to an Account 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. 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 Bring your application and check to your investment professional. To Add to an Account Bring your check to your investment professional.
<R>Wire	To Open an Account</R> Call your investment professional or, if you trade directly through Fidelity, call your Fidelity client services representative or 1-800-843-3001 to set up your account and to arrange a wire transaction. Wire to: The Bank of New York, Bank Routing # 021000018, Account # 8900118245. 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 Call your investment professional or, if you trade directly through Fidelity, call your Fidelity client services representative or 1-800-843-3001 to arrange a wire transaction. Wire to: The Bank of New York, Bank Routing # 021000018, Account # 8900118245. Specify the complete name of the fund, note the applicable class, and include your fund account number and your name.

Selling Shares

The price to sell one share of the class is the class's NAV.

Your shares will be sold at the next NAV calculated after your order is received in proper form.

It is the responsibility of your investment professional to transmit your order to sell shares to Fidelity before the close of business on the day you place your order.

Certain requests must include a signature guarantee. It is designed to protect you and Fidelity from fraud. Your request must be made in writing and include a signature guarantee if any of the following situations apply:

Prospectus

Shareholder Information - continued

You wish to sell more than $100,000 worth of shares;
Your account registration has changed within the last 15 or 30 days, depending on your account;
The check is being mailed to a different address than the one on your account (record address);
The check is being made payable to someone other than the account owner; or
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:

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 <R>($500 for retirement accounts)</R>, except accounts not subject to account minimums.
You are advised to place your trades as early in the day as possible and to provide Fidelity with advance notice of large redemptions.
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.
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.
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.
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.
If you sell shares 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.
You will not receive interest on amounts represented by uncashed redemption checks.
Unless otherwise instructed, Fidelity will send a check to the record address.

Prospectus

Shareholder Information - continued

Key Information
<R>Phone	Call your investment professional or, if you trade directly through Fidelity, call your Fidelity client services representative or 1-800-843-3001 to initiate a wire transaction or to request a check for your redemption.</R> 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 your Fidelity client services representative or 1-800-843-3001.
<R>Mail Fidelity Investments P.O. Box 770002 Cincinnati, OH 45277-0081	Individual, Joint Tenants, Sole Proprietorship, UGMA/UTMA</R> 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 The account owner should complete a retirement distribution form. Call your investment professional or, if you trade directly through Fidelity, call your Fidelity client services representative or 1-800-843-3001 to request one. Trusts 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 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. Include a corporate resolution with corporate seal or a signature guarantee. Executor, Administrator, Conservator, Guardian Call your investment professional or, if you trade directly through Fidelity, call your Fidelity client services representative or 1-800-843-3001 for instructions.
In Person	Individual, Joint Tenants, Sole Proprietorship, UGMA/UTMA 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 The account owner should complete a retirement distribution form. Visit your investment professional to request one. Trusts 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 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. Include a corporate resolution with corporate seal or a signature guarantee. Executor, Administrator, Conservator, Guardian Visit your investment professional for instructions.
Check	Write a check to sell shares from your account.

Prospectus

Shareholder Information - continued

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:

The fund or class you are exchanging into must be available for sale in your state.
You may exchange only between accounts that are registered in the same name, address, and taxpayer identification number.
Before exchanging into a fund or class, read its prospectus.
Exchanges may have tax consequences for you.
Currently, there is no limit on the number of exchanges out of a fund.
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 trading fees of up to <R>2.00</R>% 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.

<R>You must sign up for the wire feature before using it. Complete the appropriate section on the application when opening your account. </R>
Call your investment professional or, if you trade directly through Fidelity, call your Fidelity client services representative or 1-800-843-3001 before your first use to verify that this feature is set up on your account.
To sell shares by wire, you must designate the U.S. commercial bank account(s) into which you wish the redemption proceeds deposited.
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.

<R>To set up, complete the appropriate section on the application.</R>
All account owners must sign a signature card to receive a checkbook.
You may write an unlimited number of checks.
Minimum check amount: $500.
Do not try to close out your account by check.
To obtain more checks, call your investment professional or, if you trade directly through Fidelity, call your Fidelity client services representative or 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:

Confirmation statements (after transactions affecting your account balance except reinvestment of distributions in the fund).
Monthly or quarterly account statements (detailing account balances and all transactions completed during the prior month or quarter).
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.

You may initiate many transactions by telephone or electronically. Fidelity will not be responsible for any losses resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet, Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements immediately after you receive them. If you do not want the ability to sell and exchange by telephone, call Fidelity for instructions. Additional documentation may be required from corporations, associations, and certain fiduciaries.

When you sign your account application, you will be asked to certify that your social security or taxpayer identification number is correct and that you are not subject to 31% backup withholding for failing to report income to the IRS. If you violate IRS regulations, the IRS can require a fund to withhold 31% of your taxable distributions and redemptions.

If your account balance falls below $500 (except accounts not subject to account minimums), you will be given 30 days' notice to reestablish the minimum balance. If you do not increase your balance, Fidelity may close your account and send the proceeds to you. Your shares will be sold at the NAV on the day your account is closed.

Prospectus

Shareholder Information - continued

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 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 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.

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 New York Fed does not open, shares earn dividends until, but not including, the next business day following the day of redemption.

Prospectus

Shareholder Information - continued

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.

Not all distribution options are available for every account. If the option you prefer is not listed on your account application, or if you want to change your current option, contact your investment professional directly or call Fidelity.

If you elect to receive distributions paid in cash by check and the U.S. Postal Service does not deliver your checks, your distribution option may be converted to the Reinvestment Option. You will not receive interest on amounts represented by uncashed distribution checks.

Tax Consequences

As with any investment, your investment in a fund could have tax consequences for you. If you are not investing through a tax-advantaged retirement account, you should consider these tax consequences.

Distributions you receive from Treasury Fund and Prime Fund are subject to federal income tax, and may also be subject to state or local taxes.

The municipal 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 <R>municipal </R>fund's sale of municipal bonds.

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.

Prospectus

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 <R>March 31, 2000, FMR had approximately $639.1</R> billion in discretionary assets under management.

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

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

FIMM is an affiliate of FMR. As of <R>March 31, 2000, FIMM had approximately $206.8 </R>billion in discretionary assets under management.

<R>F</R>rom 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.

<R>E</R>ach fund pays a management fee to FMR. The management fee is calculated and paid to FMR every month.

Each fund's annual management fee rate is 0.25% of its average net assets.

<R>FMR pays FIMM for providing sub-advisory services.</R>

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

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 the 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), <R>including its affiliates,</R> 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.

Prospectus

Fund Services - continued

In addition, the 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 of significant amounts 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.

Because 12b-1 fees are paid out of the 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.

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 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.

Prospectus

Appendix

Financial Highlights

The financial highlights tables are intended to help you understand Capital Reserves 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). 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 each fund's annual report. A free copy of each annual report is available upon request.

<R>Treasury Fund - Capital Reserves Class</R>

<R>Years ended October 31,	2000	1999	1998	1997^E</R>
<R>Selected Per-Share Data				</R>
<R>Net asset value, beginning of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000000</R>
<R>Income from Investment Operations				</R>
<R> Net investment income	.051	.040	.047	.000134</R>
<R>Less Distributions				</R>
<R> From net investment income	(.051)	(.040)	(.047)	(.000134)</R>
<R>Net asset value, end of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000000</R>
<R>Total Return^{B, C}	5.22%	4.12%	4.78%	.01%</R>
<R>Ratios and Supplemental Data				</R>
<R>Net assets, end of period (in millions)	$ 1,175	$ 950	$ 480	$ 265</R>
<R>Ratio of expenses to average net assets	.94%^D	.90%^D	.90%^D	.90%^{A, D</R>}
<R>Ratio of net investment income to average net assets	5.12%	4.06%	4.67%	4.93%^A</R>

<R>^A Annualized</R>

<R>^B Total returns for periods of less than one year are not annualized.</R>

<R>^C The total returns would have been lower had certain expenses not been reduced during the periods shown.</R>

<R>^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.</R>

<R>^E For October 31, 1997 (commencement of sale of Capital Reserves Class shares)</R>

Prospectus

Appendix - continued

<R>Prime Fund - Capital Reserves Class</R>

<R>Years ended October 31,	2000	1999	1998	1997 ^E</R>
<R>Selected Per-Share Data				</R>
<R>Net asset value, beginning of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000000</R>
<R>Income from Investment Operations				</R>
<R> Net investment income	.054	.043	.048	.000131</R>
<R>Less Distributions				</R>
<R> From net investment income	(.054)	(.043)	(.048)	(.000131)</R>
<R>Net asset value, end of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000000</R>
<R>Total Return ^{B, C}	5.53%	4.39%	4.89%	.01%</R>
<R>Ratios and Supplemental Data				</R>
<R>Net assets, end of period (in millions)	$ 3,892	$ 2,924	$ 2,256	$ 1,764</R>
<R>Ratio of expenses to average net assets	.94% ^D	.90% ^D	.90% ^D	.90% ^{A, D</R>}
<R>Ratio of net investment income to average net assets	5.41%	4.30%	4.79%	4.78% ^A</R>

<R>^A Annualized</R>

<R>^B Total returns for periods of less than one year are not annualized.</R>

<R>^C The total returns would have been lower had certain expenses not been reduced during the periods shown.</R>

<R>^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.</R>

<R>^E For October 31, 1997 (commencement of sale of Capital Reserves Class shares)</R>

<R>Tax-Exempt Fund - Capital Reserves Class</R>

<R>Years ended October 31,	2000	1999	1998	1997^E</R>
<R>Selected Per-Share Data				</R>
<R>Net asset value, beginning of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000000</R>
<R>Income from Investment Operations				</R>
<R> Net investment income	.032	.024	.027	.000078</R>
<R>Less Distributions				</R>
<R> From net investment income	(.032)	(.024)	(.027)	(.000078)</R>
<R>Net asset value, end of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000000</R>
<R>Total Return^{B, C}	3.21%	2.40%	2.78%	.01%</R>
<R>Ratios and Supplemental Data				</R>
<R>Net assets, end of period (in millions)	$ 221	$ 170	$ 186	$ 177</R>
<R>Ratio of expenses to average net assets	.94%^D	.90%^D	.90%^D	.90%^{A, D</R>}
<R>Ratio of net investment income to average net assets	3.16%	2.37%	2.73%	2.81%^A</R>

<R>^A Annualized</R>

<R>^B Total returns for periods of less than one year are not annualized.</R>

<R>^C The total returns would have been lower had certain expenses not been reduced during the periods shown.</R>

<R>^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.</R>

<R>^E For October 31, 1997 (commencement of sale of Capital Reserves Class shares)</R>

Prospectus

Notes

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.

<R>The SAI, the funds' annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to [email protected] or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-0102. 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 1-202-942-8090 for information on the operation of the SEC's Public Reference Room.</R>

Investment Company Act of 1940, File Number, 811-3518

<R>Fidelity and Fidelity Investments & (Pyramid) Design are registered trademarks of FMR Corp.</R>

<R>1.538628.103

DMFR-pro-</R>MAPS code suffix

Fidelity^®

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

<R>December 29, 2000</R>

(fidelity_logo_graphic)

82 Devonshire Street, Boston, MA 02109

Fund Summary	<Click Here>	Investment Summary
	<Click Here>	Performance
	<Click Here>	Fee Table
Fund Basics	<Click Here>	Investment Details
	<Click Here>	Valuing Shares
Shareholder Information	<Click Here>	Buying and Selling Shares
	<Click Here>	Exchanging Shares
	<Click Here>	Account Features and Policies
	<Click Here>	Dividends and Capital Gain Distributions
	<Click Here>	Tax Consequences
Fund Services	<Click Here>	Fund Management
	<Click Here>	Fund Distribution
Appendix	<Click Here>	Financial Highlights

Prospectus

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:

Investing in U.S. Treasury securities and repurchase agreements for those securities.
Generally maintaining a dollar-weighted average maturity at 60 days or less.
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:

Interest Rate Changes. Interest rate increases can cause the price of a money market security to decrease.
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.

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:

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.
Investing more than 25% of total assets in the financial services industries.
Generally maintaining a dollar-weighted average maturity at 60 days or less.
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:

Interest Rate Changes. Interest rate increases can cause the price of a money market security to decrease.
Foreign Exposure. Entities located in foreign countries can be affected by adverse political, regulatory, market, or economic developments in those countries.

Prospectus

Fund Summary - continued

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.
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.

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:

Normally investing in municipal money market securities.
Normally investing so that at least 80% of the fund's income distributions is exempt from federal income tax.
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.
Potentially investing more than 25% of total assets in municipal securities that finance similar types of projects.
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:

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.
Interest Rate Changes. Interest rate increases can cause the price of a money market security to decrease.
Foreign Exposure. Entities located in foreign countries can be affected by adverse political, regulatory, market, or economic developments in those countries.
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.

Prospectus

Fund Summary - continued

Performance

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

Year-by-Year Returns

<R>Treasury Fund - Daily Money Class</R>
<R>Calendar Years	1990	1991	1992	1993	1994	1995	1996	1997	1998	1999</R>
<R>	7.84%	5.57%	3.37%	2.66%	3.63%	5.42%	4.85%	5.01%	4.92%	4.44%</R>

During the periods shown in the chart for Daily Money Class of Treasury Fund, the highest return for a quarter wa<R>s </R>1.93%<R> (quarter ended </R>September 30, 1990<R>) and the lowest return for a quarter was </R>0.65%<R> (quarter ended </R>December 31, 1993).

The year-to-date return as of September 30, <R>2000 </R>for Daily Money Class of Treasury Fund was <R>4.14%</R>.

Prime Fund - Daily Money Class
<R>Calendar Years	1990	1991	1992	1993	1994	1995	1996	1997	1998	1999</R>
<R>	7.99%	5.76%	3.32%	2.70%	3.79%	5.49%	4.95%	5.11%	5.08%	4.74%</R>

During the periods shown in the chart for Daily Money Class of Prime Fund, the highest return for a quarter was 1.96%<R> (quarter ended June 30</R>, 1990<R>) and the lowest return for a quarter was </R>0.66%<R> (quarter ended </R>September 30, 1993).

The year-to-date return as of September 30, <R>2000 </R>for Daily Money Class of Prime Fund was 4.34%.

Prospectus

Fund Summary - continued

Tax-Exempt Fund - Daily Money Class
<R>Calendar Years	1990	1991	1992	1993	1994	1995	1996	1997	1998	1999</R>
<R>	5.38%	4.20%	2.66%	2.05%	2.41%	3.38%	2.97%	3.15%	2.93%	2.74%</R>

During the periods shown in the chart for Daily Money Class of Tax-Exempt Fund, the highest return for a quarter was 1.37%<R> (quarter ended </R>December 31, 1990<R>) and the lowest return for a quarter was </R>0.46%<R> (quarter ended </R>March 31, 1994).

The year-to-date return as of September 30, <R>2000 </R>for Daily Money Class of Tax-Exempt Fund was <R>2.60%</R>.

Average Annual Returns

<R>For the periods ended December 31, 1999	Past 1 year	Past 5 years	Past 10 years</R>
<R>Treasury Fund - Daily Money Class	4.44%	4.93%	4.76%</R>
<R>Prime Fund-Daily - Money Class	4.74%	5.07%	4.88%</R>
<R>Tax-Exempt Fund-Daily - Money Class	2.74%	3.03%	3.18%</R>

If FMR had not reimbursed certain class expenses during these periods,<R> each fund's</R> <R>Daily Money Class</R> 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 <R>a</R> fund. The annual class operating expenses provided below for Daily Money Class do not reflect the effect of any expense reimbursements during the period.

Prospectus

Fund Summary - continued

Shareholder fees (paid by the investor directly)

Sales charge (load) on purchases and reinvested distributions	None
Deferred sales charge (load) on redemptions	None

Annual class operating expenses (paid from class assets)

		Daily Money Class
Treasury Fund	Management fee	0.25%
	Distribution and Service (12b-1) fee	0.25%
<R>	Other expenses	0.25%</R>
<R>	Total annual class operating expenses^A	0.75%</R>
Prime Fund	Management fee	0.25%
	Distribution and Service (12b-1) fee	0.25%
<R>	Other expenses	0.26%</R>
<R>	Total annual class operating expenses^A	0.76%</R>
Tax-Exempt Fund	Management fee	0.25%
	Distribution and Service (12b-1) fee	0.25%
<R>	Other expenses	0.27%</R>
<R>	Total annual class operating expenses^A	0.77%</R>

^A<R>E</R>ffective 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 its 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<R> at the end of each time period</R> indicated:

Prospectus

Fund Summary - continued

		Daily Money Class</R>
<R>Treasury Fund	1 year	$ 77</R>
<R>	3 years	$ 240</R>
<R>	5 years	$ 417</R>
<R>	10 years	$ 930</R>
<R>Prime Fund	1 year	$ 78</R>
<R>	3 years	$ 243</R>
<R>	5 years	$ 422</R>
<R>	10 years	$ 942</R>
<R>Tax-Exempt Fund	1 year	$ 79</R>
<R>	3 years	$ 246</R>
<R>	5 years	$ 428</R>
<R>	10 years	$ 954</R>

Prospectus

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.

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 industr<R>ies</R>.

FMR generally intends to maintain the fund's dollar-weighted average maturity at 60 days or less.

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.

Prospectus

Fund Basics - continued

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<R>ers'</R> 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

The following factors can significantly affect a fund's performance:

Prospectus

Fund Basics - continued

Prospectus

Fund Basics - continued

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 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.

Each fund's assets are valued on the basis of amortized cost.

Prospectus

Shareholder Information

Buying and Selling Shares

General Information

For account, product, and service information, please call <R>your Fidelity client services representative or</R> 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

Traditional Individual Retirement Accounts (IRAs)

Roth IRAs

Rollover IRAs

401(k) Plans and certain other 401(a)-qualified plans

SIMPLE IRAs

Simplified Employee Pension Plans
(SEP-IRAs)

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 the class is the class's NAV. The class'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.

Prospectus

Shareholder Information - continued

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:

You are advised to place your trades as early in the day as possible and to provide Fidelity with advance notice of large purchases.
All of your purchases must be made in U.S. dollars and checks must be drawn on U.S. banks.
Fidelity does not accept cash.
When making a purchase with more than one check, each check must have a value of at least $50.
Fidelity reserves the right to limit the number of checks processed at one time.
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.
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.

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	$1,000
For certain Fidelity retirement accounts^A	$500
To Add to an Account	$250
For certain Fidelity retirement accounts^A	$100
Through regular investment plans	$100
Minimum Balance	$500

^AFidelity Traditional IRA, Roth IRA, Rollover IRA, SEP-IRA, and Keogh accounts.

Prospectus

Shareholder Information - continued

Key Information
<R>Phone	To Open an Account</R> 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 your Fidelity client services representative or 1-800-843-3001. To Add to an Account 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 your Fidelity client services representative or 1-800-843-3001.
Mail Fidelity Investments P.O. Box 770002 Cincinnati, OH 45277-0081	To Open an Account Complete 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, if you trade directly through Fidelity, to the address at left. To Add to an Account 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. 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 Bring your application and check to your investment professional. To Add to an Account Bring your check to your investment professional.
<R>Wire	To Open an Account</R> Call your investment professional or, if you trade directly through Fidelity, call your Fidelity client services representative or 1-800-843-3001 to set up your account and to arrange a wire transaction. Wire to: The Bank of New York, Bank Routing # 021000018, Account # 8900118245. 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 Call your investment professional or, if you trade directly through Fidelity, call your Fidelity client services representative or 1-800-843-3001 to arrange a wire transaction. Wire to: The Bank of New York, Bank Routing # 021000018, Account # 8900118245. 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 Not available. To Add to an Account 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.

Prospectus

Shareholder Information - continued

Selling Shares

The price to sell one share of the 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.

You wish to sell more than $100,000 worth of shares;
Your account registration has changed within the last 15 or 30 days, depending on your account;
The check is being mailed to a different address than the one on your account (record address);
The check is being made payable to someone other than the account owner; or
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:

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 <R>($500 for retirement accounts)</R>, except accounts not subject to account minimums.
You are advised to place your trades as early in the day as possible and to provide Fidelity with advance notice of large redemptions.
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 <R>a</R> fund.
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.
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.
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.

Prospectus

Shareholder Information - continued

If you sell shares 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.
You will not receive interest on amounts represented by uncashed redemption checks.
Unless otherwise instructed, Fidelity will send a check to the record address.

To sell shares issued with certificates, call Fidelity for instructions. Each fund no longer issues share certificates.

Key Information
<R>Phone	Call your investment professional or, if you trade directly through Fidelity, call your Fidelity client services representative or 1-800-843-3001 to initiate a wire transaction or to request a check for your redemption.</R> 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 your Fidelity client services representative or 1-800-843-3001.
<R>Mail Fidelity Investments P.O. Box 770002 Cincinnati, OH 45277-0081	Individual, Joint Tenants, Sole Proprietorship, UGMA/UTMA</R> 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 The account owner should complete a retirement distribution form. Call your investment professional or, if you trade directly through Fidelity, call your Fidelity client services representative or 1-800-843-3001 to request one. Trusts 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 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. Include a corporate resolution with corporate seal or a signature guarantee. Executor, Administrator, Conservator, Guardian Call your investment professional or, if you trade directly through Fidelity, call your Fidelity client services representative or 1-800-843-3001 for instructions.
In Person	Individual, Joint Tenants, Sole Proprietorship, UGMA/UTMA 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 The account owner should complete a retirement distribution form. Visit your investment professional to request one. Trusts 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 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. Include a corporate resolution with corporate seal or a signature guarantee. Executor, Administrator, Conservator, Guardian Visit your investment professional for instructions.
Automatically	Use Fidelity Advisor Systematic Exchange Program to exchange to Class A or Class T of a Fidelity Advisor fund.
Check	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:

The fund or class you are exchanging into must be available for sale in your state.
You may exchange only between accounts that are registered in the same name, address, and taxpayer identification number.
Before exchanging into a fund or class, read its prospectus.
Exchanges may have tax consequences for you.
Currently, there is no limit on the number of exchanges out of a fund.
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.

Prospectus

Shareholder Information - continued

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 <R>2</R>.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.

Fidelity Advisor Systematic Exchange Program
To move money from Daily Money Class to Class A or Class T of a Fidelity Advisor fund.

<R>Minimum

$100

Frequency

Monthly, quarterly,
semi-annually, or annually

Procedures</R>

To set up, call your investment professional or, if you trade directly through Fidelity, call your Fidelity client services representative or 1-800-843-3001 after both accounts are opened.
To make changes, call your investment professional directly or, if you trade directly through Fidelity, call your Fidelity client services representative or 1-800-843-3001. Call at least 2 business days prior to your next scheduled exchange date.
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.

Prospectus

Shareholder Information - continued

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.

<R>You must sign up for the wire feature before using it. Complete the appropriate section on the application when opening your account. </R>
Call your investment professional or, if you trade directly through Fidelity, call your Fidelity client services representative or 1-800-843-3001 before your first use to verify that this feature is set up on your account.
To sell shares by wire, you must designate the U.S. commercial bank account(s) into which you wish the redemption proceeds deposited.
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.

<R>To set up, complete the appropriate section on the application.</R>
All account owners must sign a signature card to receive a checkbook.
You may write an unlimited number of checks.
Minimum check amount: $500.
Do not try to close out your account by check.
To obtain more checks, call your investment professional or, if you trade directly through Fidelity, call your Fidelity client services representative or 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:

Confirmation statements (after transactions affecting your account balance except reinvestment of distributions in the fund and certain transactions through automatic investment or withdrawal programs).
Monthly or quarterly account statements (detailing account balances and all transactions completed during the prior month or quarter).
Financial reports (every six months).

Prospectus

Shareholder Information - continued

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 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 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.

Daily Money Class shares purchased by all other orders begin to earn dividends on the first business day following the day of purchase.

Prospectus

Shareholder Information - continued

Daily Money 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.

Daily Money Class shares redeemed by all other orders 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

Prospectus

Shareholder Information - continued

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.

The municipal fund seeks to earn income and pay dividends exempt from federal income tax.

For federal tax purposes, Prime Fund's 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.

Prospectus

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 <R>March 31, 2000, FMR had approximately $639.1 </R>billion in discretionary assets under management.

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

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

FIMM is an affiliate of FMR. As of <R>March 31, 2000, FIMM had approximately $206.8 billion i</R>n discretionary assets under management.

<R>E</R>ach fund pays a management fee to FMR. The management fee is calculated and paid to FMR every month.

Each fund's annual management fee rate is 0.25% of its average net assets.

FMR pays FIMM for providing<R> sub-advisory s</R>ervices.

FMR may, from time to time, agree to reimbursea 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 the 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.

Prospectus

Fund Services - continued

FDC may reallow to intermediaries (such as banks, broker-dealers, and <R>other service-providers), including its affiliates, up to an annual rate of 0.25%</R> 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.

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 <R>support services, including payments of significant amounts made to</R> 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.

<R>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.</R>

Because 12b-1 fees are paid out of the 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.

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.

Prospectus

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 each fund's annual report. A free copy of the annual report is available upon request.

<R>Treasury Fund - Daily Money Class</R>

<R>Years ended October 31,	2000	1999	1998	1997	1996^E	1996^F</R>
<R>Selected Per-Share Data						</R>
<R>Net asset value, beginning of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000</R>
<R>Income from Investment Operations						</R>
<R> Net investment income	.053	.043	.049	.049	.012	.049</R>
<R>Less Distributions						</R>
<R> From net investment income	(.053)	(.043)	(.049)	(.049)	(.012)	(.049)</R>
<R>Net asset value, end of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000</R>
<R>Total Return^{B, C}	5.48%	4.38%	5.04%	4.97%	1.19%	5.06%</R>
<R>Ratios and Supplemental Data						</R>
<R>Net assets, end of period (in millions)	$ 1,250	$ 1,335	$ 1,261	$ 1,284	$ 1,801	$ 1,801</R>
<R>Ratio of expenses to average net assets	.69%^D	.65%^D	.65%^D	.65%^D	.65%^{A, D}	.65%^D</R>
<R>Ratio of net investment income to average net assets	5.32%	4.30%	4.93%	4.88%	4.66%^A	4.94%</R>

<R>^A Annualized</R>

<R>^B Total returns for periods of less than one year are not annualized.</R>

<R>^C The total returns would have been lower had certain expenses not been reduced during the periods shown.</R>

<R>^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.</R>

<R>^E Three months ended October 31, 1996</R>

<R>^F Year ended July 31</R>

Prospectus

Appendix - continued

<R>Prime Fund - Daily Money Class</R>

<R>Years ended October 31,	2000	1999	1998	1997	1996 ^E	1996 ^F</R>
<R>Selected Per-Share Data						</R>
<R>Net asset value, beginning of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000</R>
<R>Income from Investment Operations						</R>
<R> Net investment income	.056	.046	.050	.050	.012	.050</R>
<R>Less Distributions						</R>
<R> From net investment income	(.056)	(.046)	(.050)	(.050)	(.012)	(.050)</R>
<R>Net asset value, end of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000</R>
<R>Total Return ^{B, C}	5.79%	4.65%	5.15%	5.06%	1.22%	5.13%</R>
<R>Ratios and Supplemental Data						</R>
<R>Net assets, end of period (in millions)	$ 4,775	$ 4,336	$ 3,397	$ 2,687	$ 2,663	$ 2,581</R>
<R>Ratio of expenses to average net assets	.69% ^D	.65% ^D	.65% ^D	.65% ^D	.65%^{A, D}	.65% ^D</R>
<R>Ratio of net investment income to average net assets	5.64%	4.57%	5.03%	4.95%	4.85% ^A	5.00%</R>

<R>^A Annualized</R>

<R>^B Total returns for periods of less than one year are not annualized.</R>

<R>^C The total returns would have been lower had certain expenses not been reduced during the periods shown.</R>

<R>^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.</R>

<R>^E Three months ended October 31, 1996</R>

<R>^F Year ended July 31</R>

<R>Tax-Exempt Fund - Daily Money Class</R>

<R>Years ended October 31,	2000	1999	1998	1997	1996</R>
<R>Selected Per-Share Data					</R>
<R>Net asset value, beginning of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000</R>
<R>Income from Investment Operations					</R>
<R> Net investment income	.034	.026	.030	.031	.030</R>
<R>Less Distributions					</R>
<R> From net investment income	(.034)	(.026)	(.030)	(.031)	(.030)</R>
<R>Net asset value, end of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000</R>
<R>Total Return^A	3.47%	2.65%	3.03%	3.10%	3.02%</R>
<R>Ratios and Supplemental Data					</R>
<R>Net assets, end of period (in millions)	$ 467	$ 503	$ 519	$ 469	$ 500</R>
<R>Ratio of expenses to average net assets	.69%^B	.65%^B	.65%^B	.65%^B	.65%^B</R>
<R>Ratio of net investment income to average net assets	3.41%	2.61%	2.99%	3.06%	2.98%</R>

<R>^A The total returns would have been lower had certain expenses not been reduced during the periods shown.</R>

<R>^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.</R>

Prospectus

Notes

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 Number, 811-3518

<R>Fidelity and Fi</R>delity Investments & (Pyramid) Design are registered trademarks of FMR Corp.

1.702675.10<R>3</R>

DMFI-pro-<R>MAPS code suffix </R>

Fidelity^®

Cash Management

Funds

Treasury Fund -
Advisor B Class

(Fund 658, CUSIP 233809706)

Treasury Fund -

Advisor C Class

(Fund 529, CUSIP 650914401)

Prospectus

December 29, 2000

(fidelity_logo_graphic)

82 Devonshire Street, Boston, MA 02109

Fund Summary	<Click Here>	Investment Summary
	<Click Here>	Performance
	<Click Here>	Fee Table
Fund Basics	<Click Here>	Investment Details
	<Click Here>	Valuing Shares
Shareholder Information	<Click Here>	Buying and Selling Shares
	<Click Here>	Exchanging Shares
	<Click Here>	Account Features and Policies
	<Click Here>	Dividends and Capital Gain Distributions
	<Click Here>	Tax Consequences
Fund Services	<Click Here>	Fund Management
	<Click Here>	Fund Distribution
Appendix	<Click Here>	Financial Highlights

Prospectus

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:

Investing in U.S. Treasury securities and repurchase agreements for those securities.
Generally maintaining a dollar-weighted average maturity at 60 days or less.
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:

Interest Rate Changes. Interest rate increases can cause the price of a money market security to decrease.
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.

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 Class B's contingent deferred sales charge (CDSC). If the effect of the sales charge were reflected, returns would be lower than those shown.

Prospectus

Fund Summary - continued

<R>Treasury Fund - Class B</R>

<R>Calendar Years						1995	1996	1997	1998	1999</R>
<R>						4.68%	4.13%	4.23%	4.14%	3.67%</R>

During the periods shown in the chart for Class B of Treasury Fund, the highest return for a quarter was 1.19% (quarter ended June 30, 1995<R>) and the lowest return for a quarter was </R>0.85% (quarter ended June 30, 1999).

<R>The year-to-date return as of September 30, 2000 for Class B of Treasury Fund was 3.56%.</R>

Average Annual Returns

The returns in the following table include the effect of Class B's <R>and Advisor C Class (Class C)'s</R> maximum applicable CDSC.

<R>For the periods ended December 31, 1999	Past 1 year	Past 5 years	Life of class</R>
<R>Treasury Fund - Class B	-0.33%	4.00%	3.96%^A</R>
<R>Treasury Fund - Class C	2.67%	--	3.93%^B</R>

^AFrom July 1, 1994.

^BFrom November 3, 1997.

If FMR had not reimbursed certain class expenses during these periods, the fund's Class B and 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.

Prospectus

Fund Summary - continued

Shareholder fees (paid by the investor directly)

	Class B	Class C
Sales charge (load) on purchases and reinvested distributions	None	None
Maximum CDSC (as a % of the lesser of original purchase price or redemption proceeds)	5.00%^A	1.00%^B

^AMaximum CDSC declines over 6 years from 5.00% to 0%.

^BOn 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 (12b-1) fee (including 0.25% Service fee)	1.00%	1.00%
<R>Other expenses	0.25%	0.26%</R>
<R>Total annual class operating expenses^A	1.50%	1.51%</R>

^AEf<R>fective January 1, 2000, FMR has</R> 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 <R>at the end of each time period </R>indicated and if you leave your account open:

<R>	Class B		Class C</R>
<R>	Account open	Account closed	Account open	Account closed</R>
<R>1 year	$ 153	$ 653	$ 154	$ 254</R>
<R>3 years	$ 474	$ 774	$ 477	$ 477</R>
<R>5 years	$ 818	$ 1,018	$ 824	$ 824</R>
<R>10 years	$ 1,492^A	$ 1,492^A	$ 1,802	$ 1,802</R>

^AReflects conversion to Daily Money Class shares after a maximum of seven years.

Prospectus

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.

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, ban<R>ke</R>rs' acceptances, bank time deposits, notes, commercial paper, and U.S. Government securities.

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.

Prospectus

Fund Basics - continued

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.

Prospectus

Shareholder Information

Buying and Selling Shares

General Information

For account, product, and service information, please use the following phone numbers:

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).
If you are investing through a bank representative, 1-800-843-3001 (8:30 a.m. - 7:00 p.m. Eastern time, Monday through Friday).

Please use the following addresses:

Buying or Selling Shares

Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081

Overnight Express
Fidelity Investments
2300 Litton Lane - KH2A
Hebron, KY 41048

You may buy or sell Class B or Class C shares of the fund through a retirement account or an investment professional. When you invest through a retirement account or an investment professional, the procedures for buying, selling, and exchanging Class B or Class C shares of the fund and the account features and policies may differ. Additional fees may also apply to your investment in Class B or Class C shares of the fund, including a transaction fee if you buy or sell Class B or Class C shares of the fund through a broker or other investment professional.

Certain methods of contacting Fidelity, such as by telephone, may be unavailable or delayed (for example, during periods of unusual market activity).

The different ways to set up (register) your account with Fidelity are listed in the following table.

Ways to Set Up Your Account

Individual or Joint Tenant

For your general investment needs

Retirement

For tax-advantaged retirement savings

Traditional Individual Retirement Accounts (IRAs)

Roth IRAs

Rollover IRAs

401(k) Plans and certain other 401(a)-qualified plans

SIMPLE IRAs

Simplified Employee Pension Plans (SEP-IRAs)

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.

Prospectus

Shareholder Information - continued

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 <Click Here>.

The price to buy one share of each class 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:

You are advised to place your trades as early in the day as possible and to provide Fidelity with advance notice of large purchases.
All of your purchases must be made in U.S. dollars and checks must be drawn on U.S. banks.
Fidelity does not accept cash.
When making a purchase with more than one check, each check must have a value of at least $50.
Fidelity reserves the right to limit the number of checks processed at one time.
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.
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.

Prospectus

Shareholder Information - continued

Minimums

To Open an Account

By Exchange from:

·	Fidelity Advisor fund	$1,000
·	Certain Fidelity Advisor retirement accounts^A	$500
	Program account	$10,000

To Add to an Account

By Exchange	$100
Program account	None

Minimum Balance

By Exchange from:

·	Fidelity Advisor fund	$500
·	Certain Fidelity Advisor retirement accounts^A	None
	Program account	None

^AFidelity 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 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 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 P.O. Box 770002 Cincinnati, OH 45277-0081	To Open an Account Complete 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 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. 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 Bring your application and check to your investment professional. To Add to an Account Bring your check to your investment professional.
Wire	To Open an Account 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. Wire to: Bankers Trust Company, Bank Routing # 021001033, Account # 00159759. 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 Call your investment professional or call Fidelity at the appropriate number found in "General Information" to arrange a wire transaction. Wire to: Bankers Trust Company, Bank Routing # 021001033, Account # 00159759. 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 Not available. To Add to an Account 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.

You wish to sell more than $100,000 worth of shares;
Your account registration has changed within the last 15 or 30 days, depending on your account;
The check is being mailed to a different address than the one on your account (record address);
The check is being made payable to someone other than the account owner; or
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:

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.
You are advised to place your trades as early in the day as possible and to provide Fidelity with advance notice of large redemptions.

Prospectus

Shareholder Information - continued

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.
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.
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.
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.
You will not receive interest on amounts represented by uncashed redemption checks.
Unless otherwise instructed, Fidelity will send a check to the record address.

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

Key Information
Phone	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. 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 P.O. Box 770002 Cincinnati, OH 45277-0081	Individual, Joint Tenant, Sole Proprietorship, UGMA, UTMA 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 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 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 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. Include a corporate resolution with corporate seal or a signature guarantee. Executor, Administrator, Conservator, Guardian 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 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 The account owner should complete a retirement distribution form. Visit your investment professional to request one. Trust 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 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. Include a corporate resolution with corporate seal or a signature guarantee. Executor, Administrator, Conservator, Guardian Visit your investment professional for instructions.
Automatically	Use Fidelity Advisor Systematic Exchange Program to exchange to the same class of a Fidelity Advisor fund. 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:

The fund or class you are exchanging into must be available for sale in your state.
You may exchange only between accounts that are registered in the same name, address, and taxpayer identification number.
Before exchanging into a fund or class, read its prospectus.
Exchanges may have tax consequences for you.
Currently, there is no limit on the number of exchanges out of the fund.
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 privileges in the future.

Other funds may have different exchange restrictions, and may impose trading fees of up to 1.00% of the amount exchanged. Check each fund's prospectus for details.

Prospectus

Shareholder Information - continued

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.

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.

<R>Minimum

$100

Frequency

Monthly, quarterly,
semi-annually, or annually

Procedures</R>

To set up a Program account, call your investment professional or call Fidelity at the appropriate number found in "General Information."
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.
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.
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.
The Program is not recommended for purchasing Class B shares of Fidelity Advisor Intermediate Bond Fund by exchange because of its CDSC schedule. 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

$100

Maximum

$50,000

Frequency

Monthly or quarterly

Procedures

Accounts with a value of $10,000 or more in Class B or Class C shares are eligible for this program.
To set up, call your investment professional or call Fidelity at the appropriate number found in "General Information" for instructions.
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.
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.
You may set your withdrawal amount as a percentage of the value of your account or a fixed dollar amount.

Prospectus

Shareholder Information - continued

Other Features. The following other feature is also available to buy and sell shares of the fund.

Wire
To purchase and sell shares via the Federal Reserve Wire System.

You must sign up for the wire feature before using it. Complete the appropriate section on the application when opening your account.
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.
To sell shares by wire, you must designate the U.S. commercial bank account(s) into which you wish the redemption proceeds deposited.
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:

Confirmation statements (after transactions affecting your account balance except reinvestment of distributions in the fund and certain transactions through automatic investment or withdrawal programs).
Monthly or quarterly account statements (detailing account balances and all transactions completed during the prior month or quarter).
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.

Prospectus

Shareholder Information - continued

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.

Prospectus

Shareholder Information - continued

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.

Prospectus

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 <R>March 31, 2000, FMR had approximately $639.1 billion</R> 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 a sub-adviser for the fund. FIMM is primarily responsible for choosing investments for the fund.

FIMM is an affiliate of FMR. As of <R>March 31, 2000, FIMM had approximately $206.8 billion </R>in discretionary assets under management.

<R>T</R>he 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 sub-<R>advisory </R>services.

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 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.

Prospectus

Fund Services - continued

Class B shares bought directly in connection with the Program may be assessed a CDSC based on the following schedule:

From Date of Purchase	CDSC
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 years^A	0%

^AAfter a maximum of 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

Prospectus

Fund Services - continued

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 reinvestment.

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.

Prospectus

Fund Services - continued

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), in<R>cluding its affilia</R>tes, 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), 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 to intermediaries, inc<R>luding its affilia</R>tes, 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.

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 of significant amounts 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.

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.

To receive sales concessions and payments made pursuant to a Distribution and Service Plan, intermediaries must sign the appropriate agreement with FDC in advance.

Prospectus

Fund Services - continued

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.

Prospectus

Appendix

Financial Highlights

The financial highlights tables are intended to help you understand each class's financial history for the past five 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 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.

<R>Treasury Fund - Advisor B Class</R>

<R>Years ended October 31,	2000	1999	1998	1997	1996^E	1996^F</R>
<R>Selected Per-Share Data						</R>
<R>Net asset value, beginning of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000</R>
<R>Income from Investment Operations						</R>
<R> Net investment income	.046	.035	.042	.041	.010	.043</R>
<R>Less Distributions						</R>
<R> From net investment income	(.046)	(.035)	(.042)	(.041)	(.010)	(.043)</R>
<R>Net asset value, end of period	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000	$ 1.000</R>
<R>Total Return^{B, C}	4.69%	3.61%	4.26%	4.20%	1.01%	4.33%</R>
<R>Ratios and Supplemental Data						</R>
<R>Net assets, end of period (in millions)	$ 117	$ 157	$ 76	$ 46	$ 20	$ 40</R>
<R>Ratio of expenses to average net assets	1.44%^D	1.40%^D	1.40%^D	1.39%^D	1.35%^{A, D}	1.35%^D</R>
<R>Ratio of net investment income to average net assets	4.56%	3.60%	4.16%	4.24%	3.96%^A	4.13%</R>

<R>^A Annualized</R>

<R>^B Total returns do not include the contingent deferred sales charge and for periods of less than one year are not annualized.</R>

<R>^C The total returns would have been lower had certain expenses not been reduced during the periods shown.</R>

<R>^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.</R>

<R>^E Three months ended October 31, 1996.</R>

<R>^F Year ended July 31.</R>

Prospectus

Appendix - continued

<R>Treasury Fund - Advisor C Class</R>

<R>Years ended October 31,	2000	1999	1998^E</R>
<R>Selected Per-Share Data			</R>
<R>Net asset value, beginning of period	$ 1.000	$ 1.000	$ 1.000</R>
<R>Income from Investment Operations			</R>
<R> Net investment income	.046	.035	.041</R>
<R>Less Distributions			</R>
<R> From net investment income	(.046)	(.035)	(.041)</R>
<R>Net asset value, end of period	$ 1.000	$ 1.000	$ 1.000</R>
<R>Total Return^{B, C}	4.69%	3.61%	4.22%</R>
<R>Ratios and Supplemental Data			</R>
<R>Net assets, end of period (in millions)	$ 69	$ 62	$ 16</R>
<R>Ratio of expenses to average net assets	1.44%^D	1.40%^D	1.40%^{A, D</R>}
<R>Ratio of net investment income to average net assets	4.62%	3.61%	4.24%^A</R>

<R>^A Annualized</R>

<R>^B Total returns do not include the contingent deferred sales charge and for periods of less than one year are not annualized.</R>

<R>^C The total returns would have been lower had certain expenses not been reduced during the periods shown.</R>

<R>^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.</R>

<R>^E For the period November 3, 1997 (commencement of sale of Advisor C Class shares) to October 31, 1998.</R>

Prospectus

Notes

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.

<R>The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to [email protected] or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-0102. 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 1-202-942-8090 for information on the operation of the SEC's Public Reference Room.</R>

Investment Company Act of 1940, File Number, 811-3518

<R>Fidelity and Fi</R>delity Investments & (Pyramid) Design are registered trademarks of FMR Corp.

1.538747.10<R>3</R>

DMFB/DMFC-pro-MAPS code suffix

FIDELITY^® CASH MANAGEMENT FUNDS

Treasury Fund, Prime Fund, and Tax-Exempt Fund

Funds of Newbury Street Trust

Capital Reserves Class, Daily Money Class, Advisor B Class, and Advisor C Class

STATEMENT OF ADDITIONAL INFORMATION

December <R>29</R>, 2000

This statement of additional information (SAI) is not a prospectus. Portions of each fund's annual report are incorporated herein. The annual report is supplied with this SAI.

To obtain a free additional copy of a prospectus, dated December <R>29, 2000,</R> or an annual report, please call Fidelity at 1-888-622-3175.

TABLE OF CONTENTS	PAGE
Investment Policies and Limitations	<Click Here>
Portfolio Transactions	<Click Here>
Valuation	<Click Here>
Performance	<Click Here>
Additional Purchase, Exchange and Redemption Information	<Click Here>
Distributions and Taxes	<Click Here>
Trustees and Officers	<Click Here>
Control of Investment Advisers	<Click Here>
Management Contracts	<Click Here>
Distribution Services	<Click Here>
Transfer and Service Agent Agreements	<Click Here>
Description of the Trust	<Click Here>
Financial Statements	<Click Here>
Appendix	<Click Here>

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 <R>investing o</R>r <R>sending</R> money.(fidelity_logo_graphic) 82 Devonshire Street, Boston, MA 02109

DMF-ptb-<R>1200</R>
1.539174.103

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 Treasury 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;

(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 objective, policies and limitations as the fund.

The following limitations are not fundamental and may be changed without shareholder approval:

(i) The fund does not currently intend to purchase a security (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other money market funds) if, as a result, more than 5% of its total assets would be invested in securities of a single issuer; provided that the fund may invest up to 25% of its total assets in the first tier securities of a single issuer for up to three business days.

(ii) The fund 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 limit<R>ation</R> does not apply to purchases o<R>f</R> 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 limitations (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 were invested in illiquid securities, it would consider appropriate steps to protect liquidity.

Shareholder Notice. Treasury Fund invests only in U.S. Treasury securities and repurchase agreements for those securities. This operating policy may be changed only upon 90 days' notice to shareholders. Treasury Fund does not intend to purchase futures contracts or options on futures contracts. This operating policy may be changed only upon approval by the Board of Trustees and 60 days' notice to shareholders.

Investment Limitations of Prime 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 investment adviser. (This limitation does not apply to purchases of debt securities or to repurchase agreements.)

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 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 engage in repurchase agreements or make loans, but this limitation does not apply to purchases of debt securities.

(v) 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), Fidelity Management & Research Company (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 were 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.

<R>Cash Management. A fund can hold uninvested cash. A municipal fund's uninvested cash may earn credits that reduce fund expenses.</R>

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 <R>specified types</R> of losses on certain money market instruments held by a participating fund<R>, </R>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. <R>A participating fund </R>is charged an annual premium for the insurance coverage and may be subject to a special assessment if covered losses <R>e</R>xceed certain levels. A participating fund <R>is subject to limits on the amount </R>it may recover <R>a</R>nd may<R> i</R>ncur 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).

<R></R>Education. In general, there are two types of education-related bonds; those issued to finance projects for public and private colleges and universities, and those representing pooled interests in student loans. Bonds issued to supply educational institutions with funds are subject to the risk of unanticipated revenue decline, primarily the result of decreasing student enrollment or decreasing state and federal funding. Among the factors that may lead to declining or insufficient revenues are restrictions on students' ability to pay tuition, availability of state and federal funding, and general economic conditions. Student loan revenue bonds are generally offered by state (or substate) authorities or commissions and are backed by pools of student loans. Underlying student loans may be guaranteed by state guarantee agencies and may be subject to reimbursement by the United States Department of Education through its guaranteed student loan program. Others may be private, uninsured loans made to parents or students which are supported by reserves or other forms of credit enhancement. Recoveries of principal due to loan defaults may be applied to redemption of bonds or may be used to re-lend, depending on program latitude and demand for loans. Cash flows supporting student loan revenue bonds are impacted by numerous factors, including the rate of student loan defaults, seasoning of the loan portfolio, and student repayment deferral periods of forbearance. Other risks associated with student loan revenue bonds include potential changes in federal legislation regarding student loan revenue bonds, state guarantee agency reimbursement and continued federal interest and other program subsidies currently in effect.

Electric Utilities. The 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.

<R></R>Housing. Housing revenue bonds are generally issued by a state, county, city, local housing authority, or other public agency. They generally are secured by the revenues derived from mortgages purchased with the proceeds of the bond issue. It is extremely difficult to predict the supply of available mortgages to be purchased with the proceeds of an issue or the future cash flow from the underlying mortgages. Consequently, there are risks that proceeds will exceed supply, resulting in early retirement of bonds, or that homeowner repayments will create an irregular cash flow. Many factors may affect the financing of multi-family housing projects, including acceptable completion of construction, proper management, occupancy and rent levels, economic conditions, and changes to current laws and regulations.

<R></R>Transportation. Transportation debt may be issued to finance the construction of airports, toll roads, highways, or other transit facilities. Airport bonds are dependent on the general stability of the airline industry and on the stability of a specific carrier who uses the airport as a hub. Air traffic generally follows broader economic trends and is also affected by the price and availability of fuel. Toll road bonds are also affected by the cost and availability of fuel as well as toll levels, the presence of competing roads and the general economic health of an area. Fuel costs and availability also affect other transportation-related securities, as do the presence of alternate forms of transportation, such as public transportation.

<R></R>Water and Sewer. Water and sewer revenue bonds are often considered to have relatively secure credit as a result of their issuer's importance, monopoly status, and generally unimpeded ability to raise rates. Despite this, lack of water supply due to insufficient rain, run-off, or snow pack is a concern that has led to past defaults. Further, public resistance to rate increases, costly environmental litigation, and Federal environmental mandates are challenges faced by issuers of water and sewer bonds.

Put Features entitle the holder to sell a security back to the issuer or a third party at any time or at specified intervals. In exchange for this benefit, a fund 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, FMR's selection of broker-dealers is generally based on the availability of a security and its price and, to a lesser extent, on the overall quality of execution and other services, including research, provided by the broker-dealer.

The receipt of research from broker-dealers that execute transactions on behalf of a fund may be useful to FMR in rendering investment management services to that fund or its other clients, and conversely, such research provided by broker-dealers who have executed transaction orders on behalf of other FMR clients may be useful to FMR in carrying out its obligations to a fund. The receipt of such research has not reduced FMR's normal independent research activities; however, it enables FMR to avoid the additional expenses that could be incurred if FMR tried to develop comparable information through its own efforts.

Fixed-income securities are generally purchased from an issuer or underwriter acting as principal for the securities, on a net basis with no brokerage commission paid. However, the dealer is compensated by a difference between the security's original purchase price and the selling price, the so-called "bid-asked spread." Securities may also be purchased from underwriters at prices that include underwriting fees.

Subject to applicable limitations of the federal securities laws, a fund may pay a broker-dealer commissions for agency transactions that are in excess of the amount of commissions charged by other broker-dealers in recognition of their research and execution services. In order to cause a fund to pay such higher commissions, FMR must determine in good faith that such commissions are reasonable in relation to the value of the brokerage and research services provided by such executing broker-dealers, viewed in terms of a particular transaction or FMR's overall responsibilities to that fund or its other clients. In reaching this determination, FMR will not attempt to place a specific dollar value on the brokerage and research services provided, or to determine what portion of the compensation should be related to those services.

To the extent permitted by applicable law, FMR is authorized to allocate portfolio transactions in a manner that takes into account assistance received in the distribution of shares of the funds or other Fidelity funds and to use the research services of brokerage and other firms that have provided such assistance. FMR may use research services provided by and place agency transactions with National Financial Services <R>LLC </R>(NFS<R>)</R> 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. FMR may also place agency transactions with REDIBook ECN LLC (REDIBook), an electronic communication network (ECN) in which a wholly-owned subsidiary of FMR Corp. has an equity ownership interest, if the commissions are fair, reasonable, and comparable to commissions charged by non-affiliated, qualified brokerage firms for similar services.

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 that 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 <R>NFS </R>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.

<R>A fund may pay both commissions and spreads in connection with the placement of portfolio transactions.</R> For the fiscal years ended October 31, 2000, 1999, and 1998, each fund paid no brokerage commissions.

For the fiscal year ended October 3<R>1, 2000 the funds</R> paid no brokerage commissions to firms for providing 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 underwritings.

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 <R>o</R>r investment accounts <R>managed by FMR </R>or its 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 each class of a fund are calculated on the same basis as other money market funds, as required by applicable regulation.

Yield information may be useful in reviewing a class's performance and in providing a basis for comparison with other investment alternatives. However, a class's yield fluctuates, unlike investments that pay a fixed interest rate over a stated period of time. When comparing investment alternatives, investors should also note the quality and maturity of the portfolio securities of respective investment companies they have chosen to consider.

Investors should recognize that in periods of declining interest rates a class's yield will tend to be somewhat higher than prevailing market rates, and in periods of rising interest rates a class's yield will tend to be somewhat lower. Also, when interest rates are falling, the inflow of net new money to a fund from the continuous sale of its shares will likely be invested in instruments producing lower yields 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.

<R>T</R>ax-equivalent yields are calculated by dividing <R>that portion</R> of a class's yield <R>that is tax-exemp</R>t by the result of one minus <R>t</R>he <R>applicable</R> specified federal income tax rate and <R>adding the quotient to that portion, if any</R>, of<R> the</R> class's yield that <R>is not tax-exempt</R>.

The following table shows the effect of a shareholder's tax<R> bracke</R>t on<R> tax-equivalent </R>yield under federal income tax laws for <R>2000</R>. It shows, <R>for tax-exempt securities with different yields</R>, the yield on a taxable securit<R>y</R> <R>that is approximately </R>equivalent to <R>the tax-exempt security's yield after taking into account the effect</R> of<R> various effective income tax rates on the taxable security</R>. Of course, no assurance can be given that a class of the municipal fund will have any specific yield. While the municipal fund invests principally <R>i</R>n securities whose interest is exempt from federal income tax,<R> some portion of the distributions paid </R>by the fund may be taxable.

<R>2001 TAX RATES AND TAX-EQUIVALENT YIELDS</R>
<R>							If individual tax-exempt yield is:							</R>
<R>Taxable Income*						Federal Marginal	2%	3%	4%	5%	6%	7%	8%	9%</R>
<R>Single Return			Joint Return			Rate**	Then taxable-equivalent yield is							</R>
<R>--		$ 27,050	--		$ 45,200	15.0%	2.35%	3.53%	4.71%	5.88%	7.06%	8.24%	9.41%	10.59%</R>
<R>$ 27,051	-	$ 65,550	$ 45,201	-	$ 109,250	28.0%	2.78%	4.17%	5.56%	6.94%	8.33%	9.72%	11.11%	12.50%</R>
<R>$ 65,551	-	$ 136,750	$ 109,251	-	$ 166,450	31.0%	2.90%	4.35%	5.80%	7.25%	8.70%	10.14%	11.59%	13.04%</R>
<R>$ 136,751	-	$ 297,300	$ 166,451	-	$ 297,300	36.0%	3.13%	4.69%	6.25%	7.81%	9.38%	10.94%	12.50%	14.06%</R>
<R>$ 297,301	-	and over	$ 297,301	-	and over	39.6%	3.31%	4.97%	6.62%	8.28%	9.93%	11.59%	13.25%	14.90%</R>

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

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

The <R>municipal</R> fund may invest a portion of its assets in securities that are subject to federal income tax. When <R>the municipal fund</R> invests in these <R>securities</R>, its tax-equivalent yields<R> may</R> be lower. In the table above, tax-equivalent yields are calculated assuming <R>securities</R> are 100% exempt from<R> federal income tax</R>.

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) to illustrate the relationship of these factors and their contributions to return. Returns may be quoted on a before-tax or after-tax basis. After-tax returns reflect the return of a hypothetical account after payment of federal and/or state taxes using assumed tax rates. <R>After-tax returns may assume that taxes are paid at the time of distribution or once a year or are paid in cash or by selling shares, that shares are held through the entire period, sold on the last day of the period, or sold at a future date, and distributions are reinvested or paid in cash.</R> Returns may or may not include <R>the effect of a class's maximum sales charge.</R> 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 table shows<R> each class's</R> 7-day yield, <R>tax-equivalen</R>t yield, and returns for the fiscal periods ended October 31, <R>2000</R>.

Advisor B Class (Class B) and Advisor C Class (Class C) 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, Class B, and Class C 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.

<R>T</R>he tax-equivalent yield for the tax-free fund is based on a 36% federal income tax rate.

			Average Annual Returns*			Cumulative Returns*
	Seven-Day Yield	Tax-Equivalent Yield	One Year	Five Years	Ten Years	One Year	Five Years	Ten Years
<R>Treasury Fund - Capital Reserves Class	5.65%	--	5.22%	4.80%	4.50%	5.22%	26.43%	55.25%</R>
<R>Treasury Fund - Daily Money Class	5.89%	--	5.48%	4.96%	4.57%	5.48%	27.37%	56.41%</R>
<R>Treasury Fund - Class B	5.15%	--	0.69%	4.02%	4.09%	0.69%	21.79%	49.37%</R>
<R>Treasury Fund - Class C	5.15%	--	3.69%	4.19%	4.09%	3.69%	22.77%	49.36%</R>
<R>Prime Fund - Capital Reserves Class	5.74%	--	5.53%	4.98%	4.63%	5.53%	27.48%	57.24%</R>
<R>Prime Fund - Daily Money Class	5.99%	--	5.79%	5.13%	4.71%	5.79%	28.43%	58.41%</R>
<R>Tax-Exempt Fund - Capital Reserves Class	3.47%	5.42%	3.21%	2.90%	2.96%	3.21%	15.38%	33.83%</R>
<R>Tax-Exempt Fund - Daily Money Class	3.72%	5.81%	3.47%	3.06%	3.03%	3.47%	16.25%	34.83%</R>

<R>* 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. </R>

<R> Effective May 31, 1997, Daily Money Class shares 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. </R>

<R> Class B of Treasury Fund commenced operations on July 1, 1994. </R>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.

<R>Note: If FMR had not reimbursed certain class expenses during these periods, returns for each class of each fund would have been lower.</R>

<R>Note: If FMR had not reimbursed certain class expenses during these periods, the yield and tax equivalent yield for each class of each fund would have been:</R>

	Seven-Day Yield	Tax-Equivalent Yield
<R>Treasury Fund - Capital Reserves Class	5.60%	--</R>
<R>Treasury Fund - Daily Money Class	5.84%	--</R>
<R>Treasury Fund - Class B	5.10%	--</R>
<R>Treasury Fund - Class C	5.09%	--</R>
<R>Prime Fund - Capital Reserves Class	5.69%	--</R>
<R>Prime Fund - Daily Money Class	5.93%	--</R>
<R>Tax-Exempt Fund - Capital Reserves Class	3.38%	5.28%</R>
<R>Tax-Exempt Fund - Daily Money Class	3.64%	5.69%</R>

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 SM 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, <R>2000</R>, 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, 2000, a hypothetical $10,000 investment in Capital Reserves Class of Treasury Fund would have grown to $15,<R>525</R>.

TREASURY FUND - CAPITAL RESERVES CLASS					INDEXES
Fiscal Year Ended	Value of Initial $10,000 Investment	Value of Reinvested Dividend Distributions	Value of Reinvested Capital Gain Distributions	Total Value	S&P 500	DJIA	Cost of Living
<R>2000	$ 10,000	$ 5,525	$ 0	$ 15,525	$ 59,103	$ 56,698	$ 13,034</R>
<R>1999	$ 10,000	$ 4,755	$ 0	$ 14,755	$ 55,710	$ 54,609	$ 12,599</R>
<R>1998	$ 10,000	$ 4,171	$ 0	$ 14,171	$ 44,330	$ 43,057	$ 12,285</R>
<R>1997	$ 10,000	$ 3,525	$ 0	$ 13,525	$ 36,339	$ 36,667	$ 12,105</R>
<R>1996	$ 10,000	$ 2,885	$ 0	$ 12,885	$ 27,506	$ 29,164	$ 11,858</R>
<R>1995	$ 10,000	$ 2,280	$ 0	$ 12,280	$ 22,165	$ 22,512	$ 11,513</R>
<R>1994	$ 10,000	$ 1,658	$ 0	$ 11,658	$ 17,530	$ 18,044	$ 11,199</R>
<R>1993	$ 10,000	$ 1,290	$ 0	$ 11,290	$ 16,878	$ 16,538	$ 10,914</R>
<R>1992	$ 10,000	$ 994	$ 0	$ 10,994	$ 14,683	$ 14,081	$ 10,622</R>
<R>1991	$ 10,000	$ 605	$ 0	$ 10,605	$ 13,351	$ 13,008	$ 10,292</R>

Explanatory Notes: With an initial investment of $10,000 in Capital Reserves Class of Treasury Fund on November 1, <R>1990,</R> 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 $15,525. 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 $4,407 for dividends<R>.</R> 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 prior to October 31, 1997 would have been lower.

During the 10-year period ended October 31, 2000, a hypothetical $10,000 investment in Daily Money Class of Treasury Fund would have grown to $15,<R>641</R>.

TREASURY FUND - DAILY MONEY CLASS					INDEXES
Fiscal Year Ended	Value of Initial $10,000 Investment	Value of Reinvested Dividend Distributions	Value of Reinvested Capital Gain Distributions	Total Value	S&P 500	DJIA	Cost of Living
<R>2000	$ 10,000	$ 5,641	$ 0	$ 15,641	$ 59,103	$ 56,698	$ 13,034</R>
<R>1999	$ 10,000	$ 4,829	$ 0	$ 14,829	$ 55,710	$ 54,609	$ 12,599</R>
<R>1998	$ 10,000	$ 4,206	$ 0	$ 14,206	$ 44,330	$ 43,057	$ 12,285</R>
<R>1997	$ 10,000	$ 3,525	$ 0	$ 13,525	$ 36,339	$ 36,667	$ 12,105</R>
<R>1996	$ 10,000	$ 2,885	$ 0	$ 12,885	$ 27,506	$ 29,164	$ 11,858</R>
<R>1995	$ 10,000	$ 2,280	$ 0	$ 12,280	$ 22,165	$ 22,512	$ 11,513</R>
<R>1994	$ 10,000	$ 1,658	$ 0	$ 11,658	$ 17,530	$ 18,044	$ 11,199</R>
<R>1993	$ 10,000	$ 1,290	$ 0	$ 11,290	$ 16,878	$ 16,538	$ 10,914</R>
<R>1992	$ 10,000	$ 994	$ 0	$ 10,994	$ 14,683	$ 14,081	$ 10,622</R>
<R>1991	$ 10,000	$ 605	$ 0	$ 10,605	$ 13,351	$ 13,008	$ 10,292</R>

<R>Explanatory Notes: With an initial investment of $10,000 in Daily Money Class of Treasury Fund on November 1, 1990, the net</R> 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) <R>amounted to $15,641. 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 $4,482 for dividends. The fund did not distribute any capita</R>l 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, <R>2000,</R> a hypothetical $10,000 investment in Class B of Treasury Fund would have grown to $14,937.

TREASURY FUND - CLASS B					INDEXES
Fiscal Year Ended	Value of Initial $10,000 Investment	Value of Reinvested Dividend Distributions	Value of Reinvested Capital Gain Distributions	Total Value	S&P 500	DJIA	Cost of Living
<R>2000	$ 10,000	$ 4,937	$ 0	$ 14,937	$ 59,103	$ 56,698	$ 13,034</R>
<R>1999	$ 10,000	$ 4,268	$ 0	$ 14,268	$ 55,710	$ 54,609	$ 12,599</R>
<R>1998	$ 10,000	$ 3,771	$ 0	$ 13,771	$ 44,330	$ 43,057	$ 12,285</R>
<R>1997	$ 10,000	$ 3,208	$ 0	$ 13,208	$ 36,339	$ 36,667	$ 12,105</R>
<R>1996	$ 10,000	$ 2,677	$ 0	$ 12,677	$ 27,506	$ 29,164	$ 11,858</R>
<R>1995	$ 10,000	$ 2,165	$ 0	$ 12,165	$ 22,165	$ 22,512	$ 11,513</R>
<R>1994	$ 10,000	$ 1,631	$ 0	$ 11,631	$ 17,530	$ 18,044	$ 11,199</R>
<R>1993	$ 10,000	$ 1,290	$ 0	$ 11,290	$ 16,878	$ 16,538	$ 10,914</R>
<R>1992	$ 10,000	$ 994	$ 0	$ 10,994	$ 14,683	$ 14,081	$ 10,622</R>
<R>1991	$ 10,000	$ 605	$ 0	$ 10,605	$ 13,351	$ 13,008	$ 10,292</R>

Explanatory Notes: With an initial investment of $10,000 in Class B of Treasury Fund on November 1, <R>1990</R>, 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 $14,<R>937</R>. 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,<R>020</R> 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,<R> 2000</R>, a hypothetical $10,000 investment in Class C of Treasury Fund would have grown to $14,936.

TREASURY FUND - CLASS C					INDEXES
Fiscal Year Ended	Value of Initial $10,000 Investment	Value of Reinvested Dividend Distributions	Value of Reinvested Capital Gain Distributions	Total Value	S&P 500	DJIA	Cost of Living
<R>2000	$ 10,000	$ 4,936	$ 0	$ 14,936	$ 59,103	$ 56,698	$ 13,034</R>
<R>1999	$ 10,000	$ 4,266	$ 0	$ 14,266	$ 55,710	$ 54,609	$ 12,599</R>
<R>1998	$ 10,000	$ 3,769	$ 0	$ 13,769	$ 44,330	$ 43,057	$ 12,285</R>
<R>1997	$ 10,000	$ 3,208	$ 0	$ 13,208	$ 36,339	$ 36,667	$ 12,105</R>
<R>1996	$ 10,000	$ 2,677	$ 0	$ 12,677	$ 27,506	$ 29,164	$ 11,858</R>
<R>1995	$ 10,000	$ 2,165	$ 0	$ 12,165	$ 22,165	$ 22,512	$ 11,513</R>
<R>1994	$ 10,000	$ 1,631	$ 0	$ 11,631	$ 17,530	$ 18,044	$ 11,199</R>
<R>1993	$ 10,000	$ 1,290	$ 0	$ 11,290	$ 16,878	$ 16,538	$ 10,914</R>
<R>1992	$ 10,000	$ 994	$ 0	$ 10,994	$ 14,683	$ 14,081	$ 10,622</R>
<R>1991	$ 10,000	$ 605	$ 0	$ 10,605	$ 13,351	$ 13,008	$ 10,292</R>

Explanatory Notes: With an initial investment of $10,000 in Class C of Treasury Fund on November 1, <R>1990, </R>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 $14,<R>936</R>. 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,<R>019</R> 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 <R>date</R> 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, 2000, a hypothetical $10,000 investment in Capital Reserves Class of Prime Fund would have grown to $15,<R>724</R>.

PRIME FUND - CAPITAL RESERVES CLASS					INDEXES
Fiscal Year Ended	Value of Initial $10,000 Investment	Value of Reinvested Dividend Distributions	Value of Reinvested Capital Gain Distributions	Total Value	S&P 500	DJIA	Cost of Living
<R>2000	$ 10,000	$ 5,724	$ 0	$ 15,724	$ 59,103	$ 56,698	$ 13,034</R>
<R>1999	$ 10,000	$ 4,900	$ 0	$ 14,900	$ 55,710	$ 54,609	$ 12,599</R>
<R>1998	$ 10,000	$ 4,273	$ 0	$ 14,273	$ 44,330	$ 43,057	$ 12,285</R>
<R>1997	$ 10,000	$ 3,608	$ 0	$ 13,608	$ 36,339	$ 36,667	$ 12,105</R>
<R>1996	$ 10,000	$ 2,952	$ 0	$ 12,952	$ 27,506	$ 29,164	$ 11,858</R>
<R>1995	$ 10,000	$ 2,334	$ 0	$ 12,334	$ 22,165	$ 22,512	$ 11,513</R>
<R>1994	$ 10,000	$ 1,698	$ 0	$ 11,698	$ 17,530	$ 18,044	$ 11,199</R>
<R>1993	$ 10,000	$ 1,313	$ 0	$ 11,313	$ 16,878	$ 16,538	$ 10,914</R>
<R>1992	$ 10,000	$ 1,011	$ 0	$ 11,011	$ 14,683	$ 14,081	$ 10,622</R>
<R>1991	$ 10,000	$ 628	$ 0	$ 10,628	$ 13,351	$ 13,008	$ 10,292</R>

Explanatory Notes: With an initial investment of $10,000 in Capital Reserves Class of Prime Fund on November 1,<R> 1990,</R> 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 $15,724. 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 $<R>4,535 for dividends. </R>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<R> prior to October 31, 1997</R> would have been lower.

During the 10-year period ended October 31, 2000, a hypothetical $10,000 investment in Daily Money Class of Prime Fund would have grown to $15,<R>841</R>.

PRIME FUND-DAILY MONEY CLASS					INDEXES
Fiscal Year Ended	Value of Initial $10,000 Investment	Value of Reinvested Dividend Distributions	Value of Reinvested Capital Gain Distributions	Total Value	S&P 500	DJIA	Cost of Living
<R>2000	$ 10,000	$ 5,841	$ 0	$ 15,841	$ 59,103	$ 56,698	$ 13,034</R>
<R>1999	$ 10,000	$ 4,974	$ 0	$ 14,974	$ 55,710	$ 54,609	$ 12,599</R>
<R>1998	$ 10,000	$ 4,308	$ 0	$ 14,308	$ 44,330	$ 43,057	$ 12,285</R>
<R>1997	$ 10,000	$ 3,608	$ 0	$ 13,608	$ 36,339	$ 36,667	$ 12,105</R>
<R>1996	$ 10,000	$ 2,952	$ 0	$ 12,952	$ 27,506	$ 29,164	$ 11,858</R>
<R>1995	$ 10,000	$ 2,334	$ 0	$ 12,334	$ 22,165	$ 22,512	$ 11,513</R>
<R>1994	$ 10,000	$ 1,698	$ 0	$ 11,698	$ 17,530	$ 18,044	$ 11,199</R>
<R>1993	$ 10,000	$ 1,313	$ 0	$ 11,313	$ 16,878	$ 16,538	$ 10,914</R>
<R>1992	$ 10,000	$ 1,011	$ 0	$ 11,011	$ 14,683	$ 14,081	$ 10,622</R>
<R>1991	$ 10,000	$ 628	$ 0	$ 10,628	$ 13,351	$ 13,008	$ 10,292</R>

Explanatory Notes: With an initial investment of $10,000 in Daily Money Class of Prime Fund on November 1, 1990, 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 $15,<R>841</R>. 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 $<R>4,610 for dividends. The fund did not distribute any capital gains during the period. </R>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, <R>2000, a hypothetical $10,000 investment in Capital Reserves Class of Tax-Exempt Fund would have grown to $</R>13,383<R>.</R>

TAX-EXEMPT FUND - CAPITAL RESERVES CLASS					INDEXES
Fiscal Year Ended	Value of Initial $10,000 Investment	Value of Reinvested Dividend Distributions	Value of Reinvested Capital Gain Distributions	Total Value	S&P 500	DJIA	Cost of Living
<R>2000	$ 10,000	$ 3,383	$ 0	$ 13,383	$ 59,103	$ 56,698	$ 13,034</R>
<R>1999	$ 10,000	$ 2,966	$ 0	$ 12,966	$ 55,710	$ 54,609	$ 12,599</R>
<R>1998	$ 10,000	$ 2,662	$ 0	$ 12,662	$ 44,330	$ 43,057	$ 12,285</R>
<R>1997	$ 10,000	$ 2,320	$ 0	$ 12,320	$ 36,339	$ 36,667	$ 12,105</R>
<R>1996	$ 10,000	$ 1,949	$ 0	$ 11,949	$ 27,506	$ 29,164	$ 11,858</R>
<R>1995	$ 10,000	$ 1,599	$ 0	$ 11,599	$ 22,165	$ 22,512	$ 11,513</R>
<R>1994	$ 10,000	$ 1,221	$ 0	$ 11,221	$ 17,530	$ 18,044	$ 11,199</R>
<R>1993	$ 10,000	$ 979	$ 0	$ 10,979	$ 16,878	$ 16,538	$ 10,914</R>
<R>1992	$ 10,000	$ 752	$ 0	$ 10,752	$ 14,683	$ 14,081	$ 10,622</R>
<R>1991	$ 10,000	$ 446	$ 0	$ 10,446	$ 13,351	$ 13,008	$ 10,292</R>

Explanatory Notes: With an initial investment of $10,000 in Capital Reserves Class of Tax-Exempt Fund on November 1, <R>1990</R>, 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 $13,383<R>.</R> 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 <R>$2,917 </R>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<R> prior to October 31, 1997</R> would have been lower.

During the 10-year period ended October 31, 2000, a hypothetical $10,000 investment in Daily Money Class of Tax-Exempt Fund would have grown to $13,<R>483</R>.

TAX-EXEMPT FUND - DAILY MONEY CLASS					INDEXES
Fiscal Year Ended	Value of Initial $10,000 Investment	Value of Reinvested Dividend Distributions	Value of Reinvested Capital Gain Distributions	Total Value	S&P 500	DJIA	Cost of Living
<R>2000	$ 10,000	$ 3,483	$ 0	$ 13,483	$ 59,103	$ 56,698	$ 13,034</R>
<R>1999	$ 10,000	$ 3,031	$ 0	$ 13,031	$ 55,710	$ 54,609	$ 12,599</R>
<R>1998	$ 10,000	$ 2,694	$ 0	$ 12,694	$ 44,330	$ 43,057	$ 12,285</R>
<R>1997	$ 10,000	$ 2,320	$ 0	$ 12,320	$ 36,339	$ 36,667	$ 12,105</R>
<R>1996	$ 10,000	$ 1,949	$ 0	$ 11,949	$ 27,506	$ 29,164	$ 11,858</R>
<R>1995	$ 10,000	$ 1,599	$ 0	$ 11,599	$ 22,165	$ 22,512	$ 11,513</R>
<R>1994	$ 10,000	$ 1,221	$ 0	$ 11,221	$ 17,530	$ 18,044	$ 11,199</R>
<R>1993	$ 10,000	$ 979	$ 0	$ 10,979	$ 16,878	$ 16,538	$ 10,914</R>
<R>1992	$ 10,000	$ 752	$ 0	$ 10,752	$ 14,683	$ 14,081	$ 10,622</R>
<R>1991	$ 10,000	$ 446	$ 0	$ 10,446	$ 13,351	$ 13,008	$ 10,292</R>

Explanatory Notes: With an initial investment of $10,000 in Daily Money Class of Tax-Exempt Fund on November 1, 1<R>990</R>, 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,<R>483</R>. If distributions had not been reinvested, the amount of distributions earned from the class over time would have been smaller, and cash payments for the period would have amounted to $2,<R>993 </R>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 <R>an investor's</R> principal or 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 <R>iMoneyNet, Inc. of Westborough, Massachusett</R>s. These averages assume reinvestment of distributions. iMoneyNet's MONEY FUND REPORT AVERAGES(TM)/All Taxable, which is reported in<R> iMoneyNet's MONEY FUND REPORT(TM)</R>, covers <R>959</R> taxable money market funds. iMoneyNet's MONEY FUND REPORT AVERAGES/Government, which is reported in<R> iMoneyNet's MONEY FUND REPORT</R>, covers <R>211</R> government money market funds. iMoneyNet's MONEY FUND REPORT AVERAGES/All Tax-Free, which is reported in<R> iMoneyNet's MONEY FUND REPORT, covers 452 tax-free money market funds.</R>

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^®, a quarterly magazine provided free of charge to Fidelity fund shareholders.

A class may present its fund number, Quotron(TM) number, and CUSIP number, and discuss or quote the fund's current portfolio manager.

<R>A</R>s of October 31, <R>2000</R>, FMR advised over $<R>38 </R>billion in municipal fund assets, $<R>150</R> billion in taxable fixed-income fund assets, $<R>157 </R>billion in money market fund assets, $<R>630 </R>billion in equity fund assets, $<R>18 </R>billion in international fund assets, and $<R>43 </R>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 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 <R>pursuant to procedures approved by the Trustees if FMR determines it is in the best interest of the fund</R>. Such securities or other property will be valued for this purpose as they are valued in computing each class's NAV. Shareholders that receive securities or other property on redemption will realiz<R>e,</R> upon receipt, a gain or loss for tax purposes, and will incur additional costs and be exposed to market risk prior to and upon sale of such securities or other property.

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. <R>To the extent that a municipal fund's income is designated as federally tax-exempt interest, the dividends declared by the fund are also federally tax-exempt</R>. 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,<R> 2000</R>, Prime Fund had an aggregate capital loss carryforward of approximately $<R>682,000.</R> This loss carryforward, of which $<R>48,000</R>, $<R>584,000</R>, $48,000 and $<R>2,000</R> will expire on October 31, <R>2001</R>, <R>2002</R>, <R>2003</R>, and 2005, respectively, is available to offset future capital gains.

As of October 31, <R>2000</R>, Treasury Fund had an aggregate capital loss carryforward of approximately $<R>149,000</R>. This loss carryforward, of which $<R>101,000</R> <R>and </R>$<R>48,000</R> will expire on October 31,<R> 2001</R> and <R>2007,</R> respectively, is available to offset future capital gains.

As of October 31, <R>2000,</R> Tax-Exempt Fund had an aggregate capital loss carryforward of approximately $153<R>,000</R>. This loss carryforward, of which $<R>1,000</R>, $<R>64,000</R>,<R> $3,000,</R> <R>$28,000, </R>and $<R>57,000</R> will expire on October 31, <R>2003, 2004, 2006, 2007, and 2008,</R> 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 <R>and funds, as applicable,</R> 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 <R>past</R> 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 (70), Trustee, is President of Prime Fund, Treasury Fund, and Tax-Exempt Fund.<R> Mr. Johnson also serves as President of other Fidelity funds</R>. He is Chief Executive Officer, Chairman, 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 Management & Research (U.K.) Inc. and of Fidelity Management & Research (Far East) Inc.; Chairman (<R>1998</R>) and a Director (<R>1997</R>) of Fidelity Investments Money Management, Inc.; and a Director <R>of FMR Co., Inc. (2000).</R> Abigail Johnson, Member of the Advisory Board of Newbury Street Trust, is Mr. Johnson's daughter.

ABIGAIL P. JOHNSON <R>(38)</R>, 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.

<R>J. MICHAEL COOK (58), Member of the Advisory Board (2000). Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP, Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of Dow Chemical Company (2000), HCA - The Healthcare Company (1999), and Children First (1999). He is a member of the Executive Committee of the Securities Regulation Institute, past chairman and a member of the Board of Catalyst (a leading organization for the advancement of women in business), and a Director of the STAR Foundation (Society to Advance the Retarded and Handicapped). He also serves as a member of the Board and Executive Committee and as Co-Chairman of the Audit and Finance Committee of the Center for Strategic & International Studies, a member of the Board of Overseers of the Columbia Business School, and a Member of the Advisory Board of the Graduate School of Business of the University of Florida.</R>

RALPH F. COX <R>(68)</R>, Trustee, is President of RABAR Enterprises (management consulting-<R>petroleum industry</R>, 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 <R>Abraxas Petroleum (petroleum exploration and production, 1999)</R>. In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.

PHYLLIS BURKE DAVIS <R>(68)</R>, 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 <R>(57</R>), 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-<R>2001</R>). Mr. Gates also is a Trustee of the Forum for International Policy and of the Endowment Association of the College of William and Mar<R>y</R>.

DONALD J. KIRK <R>(67)</R>, Trustee, is Chairman of the Board of Directors of National Arts Stabilization Inc., Chairman of the Board of Trustees of the Greenwich Hospital Association, a 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 a Public Governor of the National Association of Securities Dealers, Inc. (1996). <R>Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995)</R> 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).

<R>MARIE L. KNOWLES (54), Member of the Advisory Board (2000). Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994), URS Corporation (multidisciplinary engineering, 1999), and America West Holdings Corporation (aviation and travel services, 1999) and previously served as a Director of ARCO Chemical Corporation and Vastar Resources, Inc. Ms. Knowles serves as a member of the National Board of the Smithsonian Institution, she is a Trustee of the Brookings Institution and serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.</R>

<R>NED C. LAUTENBACH (56), Trustee (2000), has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the IBM Corporation from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach has served as Chairman and Chief Executive Officer of Acterna Corporation (global communications equipment) since 1999 and as a Director since 1998. He is also co-Chairman and a Director of Complete Business Solutions, Inc. (global provider of business and technology solutions , 2000). In addition, he is a Director of Eaton Corporation (global manufacturer of highly engineered products, 1997), Axcelis Technologies (semiconductors, 2000), and the Philharmonic Center for the Arts in Naples, Florida (1999). He also serves on the Board of Trustees of Fairfield University and is a member of the Council on Foreign Relations.</R>

*PETER S. LYNCH <R>(57)</R>, Trustee, is Vice Chairman and<R> a Director of FMR; and a</R> Director of <R>FMR Co., Inc. (2000)</R>. Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991); Vice President of Fidelity Magellan^® Fund and FMR Growth Group Leader; and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services (1991-1992). In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield (1989) and Society for the Preservation of New England Antiquities, and as an Overseer of the Museum of Fine Arts of Boston.

WILLIAM O. McCOY (<R>67</R>), Trustee (1997). <R>P</R>rior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises<R>. </R>He is currently a Director of Liberty Corporation (holding company), Duke-Weeks Realty Corporation (real estate, 1994), Carolina Power and Light Company (electric utility, 1996), the Kenan Transport Company (trucking, 1996), and Acterna Corporation (electronics, 1999). <R>He is also a partner </R>of <R>Franklin Street Partners (private investment management firm, 1997</R>). Previously, he was a Director of First American Corporation (bank holding company, 1979-1996).<R> In addition, Mr. McCoy served as the Interim Chancellor (1999-2000)</R> and a member of the Board of Visitors <R>(1994-1998)</R> for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the Uni<R>versity of North Carolina Health Care System and the Board of </R>Visitors of the Kenan-Flager Business School (University of North Carolina at Chapel Hill<R>).</R> He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

GERALD C. McDONOUGH <R>(72</R>), 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),<R> a </R>Director of Associated Estates Realty Corporation (a real estate investment trust), and<R> a Director of Barpoint.com (online and wireless product information service, 2000)</R>. 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. He also served as a Director of Commercial Intertech Corp. (hydraulic systems, building systems, and metal products) from 1992-2000 and CUNO, Inc. (liquid and gas filtration products) from 1996-2000.

MARVIN L. MANN <R>(67), Trustee</R>, 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 PolyOne Corporation (chemicals, 1993), Imation Corp. (imaging and information storage, 1997). He is a Board member of <R>Acterna</R> Corporation (electronics, 1999).

*ROBERT C. POZEN <R>(54)</R>, Trustee <R>(1997), is Senior Vice President of Prime Fund (1997), Treasury Fund (1997), and Tax-Exempt Fund (1997). Mr. Pozen also serves as </R>Senior Vice <R>President of other Fidelity funds (1997)</R>. He is President and a Director of FMR (1997), Fidelity Management & Research (U.K.) Inc. (1997), Fidelity Management & Research (Far East) <R>Inc. (1997), Fidelity Investments Money Management, Inc. (1998), and FMR Co., Inc. (2000); a Director of Strategic Advisers, Inc. (1999); and Vice Chairman of Fidelity Investments (2000).</R> Previously, Mr. Pozen served as General Counsel, Managing Director, and Senior Vice President of FMR Corp.

<R>WILLIAM S. STAVROPOULOS (61), Member of the Advisory Board (2000), is Chairman of the Board and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of Dow Corning Corporation, NCR Corporation (data warehousing and technology solutions, 1997), BellSouth Corporation (1997), and the Chemical Financial Corporation. He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research and Fordham University. In addition, Mr. Stavropoulos is a member of the American Chemical Society, The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of Notre Dame Advisory Council for the College of Science.</R>

THOMAS R. WILLIAMS (<R>72</R>), 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), 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).

<R>DWIGHT D. CHURCHILL (46) is Vice President of Prime Fund (2000), Treasury Fund (2000), and Tax-Exempt Fund (2000). He serves as President of Fidelity's Fixed-Income Division (2000), Vice President of Fidelity's Money Market Funds (2000), Vice President of Fidelity's Bond Funds, Senior Vice President of FMR (1997), and Vice President of FIMM (1998). Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.</R>

BOYCE I. GREER (<R>44</R>) is Vice President of <R>Prime Fund (1997), Treasury Fund (1997), and Tax-Exempt Fund (1997). He serves as Vice President of Fidelity's Municipal Bond Funds (2000), Group Leader of Fidelity's Municipal Bond Group (2000), Vice President of Fidelity's</R> Money Market Funds (1997), Group Leader of Fidelity's 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 <R>Fidelity's</R> Municipal Fixed-Income Investments (1996-1997).

JOHN J. TODD (<R>51</R>) is Vice President of Prime Fund (1998) and other funds advised by FMR. Prior to his current responsibilities, Mr. Todd managed a variety of Fidelity funds.

ROBERT LITTERST<R> (41</R>) is Vice President of Treasury Fund (1997) and other funds advised by FMR. Prior to his current responsibilities, Mr. Litterst managed a variety of Fidelity funds.

<R>NORMAN U. LIND (44) is Vice President of Tax-Exempt Fund (2000) and other funds advised by FMR. Prior to his current responsibilities, Mr. Lind managed a variety of funds.</R>

ERIC D. ROITER (<R>51) is Secretary of Prime Fund (1998), Treasury Fund (1998), and Tax-Exempt Fund (1998). He also serves as Secretary of other Fidelity funds (1998)</R>; Vice President, <R>G</R>eneral Counsel<R>,</R> and Clerk 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).

<R>ROBERT A. DWIGHT (42) is Treasurer of Prime Fund (2000), Treasury Fund (2000), and Tax-Exempt Fund (2000). Mr. Dwight also serves as Treasurer of other Fidelity funds (2000) and is an employee of FMR. Prior to becoming Treasurer of the Fidelity funds, he served as President of Fidelity Accounting and Custody Services (FACS). Before joining Fidelity, Mr. Dwight was Senior Vice President of fund accounting operations for The Boston Company.</R>

<R>MARIA F. DWYER (41) is Deputy Treasurer of Prime Fund (2000), Treasury Fund (2000), and Tax-Exempt Fund (2000). She also serves as Deputy Treasurer of other Fidelity funds (2000) and is a Vice President (1999) and an employee (1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director of Compliance for MFS Investment Management.</R>

STANLEY N. GRIFFITH <R>(54</R>) is Assistant Vice President of Prime Fund, Treasury Fund, and Tax-Exempt Fund. <R>Mr. Griffith</R> is Assistant Vice President of Fidelity's Fixed-Income Funds (1998) and is an employee of FMR Corp.

JOHN H. COSTELLO <R>(54)</R> is Assistant <R>Treasurer of Prime Fund, Treasury Fund, and Tax-Exempt Fund. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds </R>and is an employee of FMR.

THOMAS J. SIMPSON (<R>42)</R> is Assistant Treasurer of Prime Fund (1996), Treasury Fund (1996), and Tax-Exempt Fund (1996). Mr. Simpson is <R>Assistant Treasurer of other Fidelity funds (2000)</R> 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 for his or her services for the fiscal year ended October 31, <R>2000</R>, or calendar year ended December 31, <R>1999</R>, as applicable.

<R>AGGREGATE COMPENSATION FROM A FUND	Edward C. Johnson 3d**	Abigail P. Johnson**	J. Michael Cook*****	Ralph F. Cox	Phyllis Burke Davis	Robert M. Gates	E. Bradley Jones****	Donald J. Kirk	Marie L. Knowles ******</R>
<R>Treasury Fund^B	$ 0	$ 0	$ 472	$ 709	$ 718	$ 709	$ 111	$ 710	$ 230</R>
<R>Prime Fund^B,C,D	$ 0	$ 0	$ 1,629	$ 2,332	$ 2,359	$ 2,332	$ 327	$ 2,332	$ 807</R>
<R>Tax-Exempt Fund^B	$ 0	$ 0	$ 132	$ 196	$ 198	$ 196	$ 30	$ 196	$ 66</R>
<R>TOTAL COMPENSATION FROM THE FUND COMPLEX*^,A	$ 0	$ 0	$ 0	$ 217,500	$ 211,500	$ 217,500	$ 217,500	$ 217,500	$ 0</R>

<R>AGGREGATE COMPENSATION FROM A FUND	Ned C. Lautenbach ***	Peter S. Lynch**	William O. McCoy	Gerald C. McDonough	Marvin L. Mann	Robert C. Pozen**	William S. Stavropoulos *******	Thomas R. Williams</R>
<R>Treasury Fund^B	$ 704	$ 0	$ 699	$ 879	$ 713	$ 0	$ 0	$ 697</R>
<R>Prime Fund^B,C,D	$ 2,318	$ 0	$ 2,304	$ 2,892	$ 2,346	$ 0	$ 0	$ 2,289</R>
<R>Tax-Exempt Fund^B	$ 195	$ 0	$ 194	$ 243	$ 197	$ 0	$ 0	$ 192</R>
<R>TOTAL COMPENSATION FROM THE FUND COMPLEX*^,A	$ 54,000	$ 0	$ 214,500	$ 269,000	$ 217,500	$ 0	$ 0	$ 213,000</R>

* Information is for the calendar year ended December 31, 1999 for 236 funds in the complex.

** Interested Trustee<R>s a</R>nd Ms. Johnson are compensated by FMR.

<R>*** During the period from October 14, 1999 through December 31, 1999, Mr. Lautenbach served as a Member of the Advisory Board. Effective January 1, 2000, Mr. Lautenbach serves as a Member of the Board of Trustees.</R>

<R>**** Mr. Jones served on the Board of Trustees through December 31, 1999.</R>

<R>***** Effective March 16, 2000, Mr. Cook serves as a Member of the Advisory Board.</R>

<R>****** Effective June 15, 2000, Ms. Knowles serves as a Member of the Advisory Board.</R>

<R>******* Effective November 1, 2000, Mr. Stavropoulos serves as a Member of the Advisory Board.</R>

^ACompensation 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, <R>1999</R>, 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, $<R>87,500;</R> Marvin L. Mann, $75,000; and Thomas R. Williams, $75,000. Certain of the non-interested Trustees elected voluntarily to defer a portion of their compensation as follows: Ralph F. Cox, $53,735; William O. McCoy, $53,735; and Thomas R. Williams, $62,319.

^BCompensation figures include cash, and may include amounts required to be deferred and amounts deferred at the election of Trustees.

^<R>C The following amounts are required to be deferred by each non-interested Trustee: Ralph F. Cox, $1,379; Phyllis Burke Davis, $1,379; Robert M. Gates, $1,379; E. Bradley Jones, $158; Donald J. Kirk, $1,379; Ned C. Lautenbach, $1,221; William O. McCoy, $1,379; Gerald C. McDonough, $1,736; Marvin L. Mann, $1,379; and Thomas R. Williams, $1,379.</R>

^<R>DCertain of the non-interested Trustees' aggregate compensation from a fund includes accrued voluntary deferred compensation as follows: Ned C. Launtenbach, $516 and Thomas R. Williams, $643.</R>

Under a deferred compensation plan adopted in September 1995 and amended in November 1996<R> and January 2000</R> (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<R> a</R>re 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,<R> 2000</R>, the Trustees, Members of the Advisory Board, and officers of each fund owned, in the aggregate, less than <R>1</R>% of <R>each</R> fund's total outstanding shares.

As of October 31, <R>200</R>0, the following owned of record or beneficially 5% or more (up to and including 25%) <R>of</R> each class's outstanding shares:

<R>Prime Fund-Capital Reserves Class: Commonwealth Financial Network, Waltham, MA (13.00%); Muriel Siebert & Company, Inc., New York, NY (9.67%); Securities America, Omaha, NE (8.62%); H.D. Vest Investment Securities Inc., Irving, TX (8.38%); Massachusetts Mutual Group, Springfield, MA (6.34%);</R>

<R>Prime Fund-Daily Money Class: Lincoln, Fort Wayne, IN (6.87%);</R>

<R>Treasury Fund - Advisor B Class: SunAmerica, Houston, TX (10.91%). </R>

<R>Treasury Fund - Advisor C Class: WRP Investments Inc., Youngstown, OH (7.72%); Prudential, New York, NY (6.98%); Securities America, Omaha, NE (6.15%);</R>

<R>Treasury Fund - Capital Reserves Class: First Union Corp., Charlotte, NC (29.63%); First Tennessee National Corp., Memphis, TN (25.51%); Chase Manhattan Corp., Houston, TX (20.17%); </R>

<R>Treasury Fund - Daily Money Class: G.W. & Wade Asset Management Co., Wellesley, MA (8.03%); Reynders, Gray & Company, Inc., New York, NY (7.18%);</R>

<R>Tax-Exempt Fund - Capital Reserves Class: Muriel Siebert & Company, Inc., New York, NY (15.69%); Securities America, Omaha, NE (15.21%); Commonwealth Financial Network, Waltham, MA (6.35%); H.D. Vest Investment Securities, Inc, Irving, TX (5.87%); Massachusetts Mutual Group, Springfield, MA (5.63%);</R>

<R>Tax-Exempt Fund - Daily Money Class: Lincoln, Fort Wayne, IN (9.42%).</R>

CONTROL OF INVESTMENT ADVISERS

FMR Corp., organized in 1972, is the ultimate parent company of FMR and Fidelity Investments Money Management, Inc. (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.

<R>At present, the primary business activities of FMR Corp. and its subsidiaries are: (i) the provision of investment advisory, management, shareholder, investment information and assistance and certain fiduciary services for individual and institutional investors; (ii) the provision of securities brokerage services; (iii) the management and development of real estate; and (iv) the investment in and operation of a number of emerging businesses.</R>

<R>The funds, FMR, FIMM, and Fidelity Distributors Corporation (FDC) have adopted</R> a code of ethics<R> under Rule 17j-1 of the 1940</R> Act that sets forth<R> e</R>mployees' fiduciary responsibilities regarding the funds, establishes procedures for personal investing, and restricts certain transactions. Employees subject to the<R> code</R> of <R>ethics, including Fidelity investment personnel, may invest in securities for their own investment accounts, including securities that may be purchased or held by the funds</R>.

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	Management Fees Paid to FMR
<R>Treasury Fund	2000	$ 6,293,768</R>
	1999	$ 5,563,905
	1998	$ 4,006,033
<R>Prime Fund	2000	$ 21,002,181</R>
	1999	$ 16,491,603
	1998	$ 12,530,658
<R>Tax-Exempt Fund	2000	$ 1,753,226</R>
	1999	$ 1,717,511
	1998	$ 1,697,118

<R>F</R>MR 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-Adviser. 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 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
<R>Treasury Fund	2000	--	$ 3,146,884</R>
	1999	--	$ 2,781,953
<R>	1998	$ 455,480	$ 1,547,537</R>
<R>Prime Fund	2000	--	$ 10,501,091</R>
	1999	--	$ 8,245,802
	1998	$ 1,424,719	$ 4,840,610
<R>Tax-Exempt Fund	2000	--	$ 876,613</R>
	1999	--	$ 858,756
<R>	1998	$ 192,960	$ 655,599</R>

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<R>s</R>, 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
<R>Treasury Fund - Advisor B Class	October 31, 2000	$ 1,006,762	$ 1,066,762</R>
	1999	$ 821,639	$ 821,639
	1998	$ 290,208	$ 290,208
<R>Treasury Fund - Advisor C Class	October 31, 2000	$ 94,246	$ 94,246</R>
	1999	$ 61,367	$ 61,367
	1998*	$ 22,524	$ 22,524

* For the period November 3, 1997 (commencement of sale of Class C shares) through October 31, 1998.

The Trustees have approved Distribution and Service Plans on behalf of Capital Reserves Class and Daily Money Class of Treasury Fund, Prime Fund, and Tax-Exempt Fund, and Class B and Class C 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, Class B, Class C 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 <R>each fund</R>, 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), <R>including its affiliates</R>, 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 <R>Plan </R>for each fund, FDC is paid a monthly 12b-1 fee at an annual rate of 0.50% of Capital Reserves Class's average net assets determined at the close of business on each day throughout the month.

FDC may reallow to intermediaries (such as banks, broker-dealers, and other service-providers),<R> including its affiliates</R>, 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),<R> including its affiliates</R>, 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), 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 Class C to intermediaries,<R> including its affiliate</R>s, 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,<R> including its affiliates</R>, 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.

<R>The table below shows the distribution and service fees paid for Capital Reserves Class shares of each fund for the fiscal year ended October 31, 2000.</R>

CAPITAL RESERVES CLASS DISTRIBUTION FEES

	Fees Paid to FDC	Paid by FDC to Intermediaries	Retained by FDC*
Treasury Fund	$ 5,111,268	$ 5,111,268	$ 0
Prime Fund	$ 18,948,018	$ 18,779,864	$ 168,154
Tax-Exempt Fund	$ 1,021,915	$ 1,018,343	$ 3,572

* 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.

<R>The table below shows the distribution and service fees paid for Daily Money Class shares of each fund for the fiscal year ended October 31, 2000.</R>

DAILY MONEY CLASS DISTRIBUTION FEES

	Fees Paid to FDC	Paid by FDC to Intermediaries	Retained by FDC*
Treasury Fund	$ 3,274,111	$ 3,205,554	$ 68,557
Prime Fund	$ 11,528,170	$ 11,314,557	$ 213,613
Tax-Exempt Fund	$ 1,242,278	$ 1,166,257	$ 76,021

<R>The table below shows the distribution and service fees paid for Class B shares for the fiscal year ended October 31, 2000.</R>

CLASS B DISTRIBUTION AND SERVICE FEES

	Distribution Fees Paid to FDC	Distribution Fees Retained by FDC**	Service Fees Paid to FDC	Service fees FDC Paid to Intermediaries	Service Fees Retained by FDC*
Treasury Fund	$ 919,201	$ 919,201	$ 306,400	$ 305,585	$ 815

** This amount is retained by FDC for use in its capacity as distributor.

<R>The table below shows the distribution and service fees paid for Class C shares for the fiscal year ended October 31, 2000.</R>

CLASS C DISTRIBUTION AND SERVICE FEES

	Distribution Fees Paid to FDC	Distribution Fees Retained by FDC*	Service Fees Paid to FDC	Service fees FDC Paid to Intermediaries	Service Fees Retained by FDC*
Treasury Fund	$ 472,870	$ 258,485	$ 157,623	$ 71,462	$ 86,161

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 of<R> significant amount</R>s 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 the 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 <R>directly</R> engaging in the business of underwriting, selling or distributing securities. <R>F</R>DC 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. <R>H</R>owever, changes in federal or state statutes and regulations pertaining to the permissible activities of banks, 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 the 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.

Each of Prime Fund and Treasury Fund has 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 agreement with FSC. Under the terms of the sub-agreement, FSC performs all processing activities associated with providing these services, including calculating the NAV and dividends for each class of the fund and maintaining the fund's portfolio and general accounting records, and receives all related pricing and bookkeeping fees paid to 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,<R> 0.0021% of average net assets between $10 billion and $25 billion</R>, and 0.00075% of average net assets in excess of<R> $25</R> 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.

<R>Fund	2000	1999	1998</R>
<R>Treasury Fund	$ 228,428	$ 208,303	$ 171,942</R>
<R>Prime Fund	$ 673,283	$ 544,121	$ 430,180</R>
<R>Tax-Exempt Fund	$ 120,973	$ 120,455	$ 126,054</R>

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 on June 20, 1991. On May 30, 1997, Newbury Street Trust changed its name from Daily Tax-Exempt Money Fund to Newbury Street Trust. Currently, there are three funds in Newbury Street Trust: Prime Fund, Treasury Fund, and Tax-Exempt Fund. The Trustees are permitted to create additional funds in the trust and to create additional classes of the funds.

The assets of the trust received for the issue or sale of shares of each fund and all income, earnings, profits, and proceeds thereof, subject to the rights of creditors, are allocated to such fund, and constitute the underlying assets of such fund. The underlying assets of each fund in the trust shall be charged with the liabilities and expenses attributable to such fund, except that liabilities and expenses may be allocated to a particular class. Any general expenses of the trust shall be allocated between or among any one or more of the funds or classes.

Shareholder Liability. 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 Class C shares, conversion rights. Shares are fully paid and nonassessable, except as set forth under the heading "Shareholder Liability" above.

The trust<R> or a </R>fund 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.

Custodians. 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 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 a special purpose custodian of certain assets of the taxable funds in connection with repurchase agreement transactions.

FMR, its officers and directors, its affiliated companies, <R>Members of the Advisory Board</R>, 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<R>, </R>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, <R>2000</R>, and report of the auditor, are included in the fund's annual report and are incorporated herein by reference.

APPENDIX

Fidelity, <R>F</R>idelity Investments & (Pyramid) Design, Fidelity Focus, Spartan, 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) Amended and Restated Trust Instrument, dated September 14, 2000, is filed herein as Exhibit (a)(1).

(2) Certificate of Trust for Daily Tax-Exempt Money Fund II (currently known as Newbury Street Trust), dated June 20, 1991, is incorporated herein by reference to Exhibit 1(b) of Post-Effective Amendment No. 17.

(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) 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.

(3) 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.

(4) Sub-Advisory Agreement dated December 30, 1991 between FMR Texas Inc. and Fidelity Management & Research Company on behalf of 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.

(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) General Distribution Agreement dated May 30, 1997 between Newbury Street Trust, on behalf of Prime Fund and Fidelity Distributors Corporation is filed herein as Exhibit (e)(1).

(2) General Distribution Agreement dated May 30, 1997 between Newbury Street Trust, on behalf of Treasury Fund and Fidelity Distributors Corporation is filed herein as Exhibit (e)(2).

(3) General Distribution Agreement dated May 30, 1997 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 (File No. 2-77909) 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 (File No. 2-77909) 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) The Fee Deferral Plan for Non-Interested Person Directors and Trustees of the Fidelity Funds, effective as of September 15, 1995 and amended through January 1, 2000, is incorporated herein by reference to Exhibit (f)(1) of Fidelity Massachusetts Municipal Trust's (File No. 2-75537) Post-Effective Amendment No. 39.

(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 are incorporated herein by reference to Exhibit 8(a) of Fidelity Hereford Street Trust's (File No. 33-52577) Post-Effective Amendment No. 4.

(2) Appendix A, dated September 5, 2000, 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 Phillips Street Trust's (File No. 2-63350) Post-Effective Amendment No. 46.

(3) Appendix B, dated September 14, 2000, 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 Phillips Street Trust's (File No. 2-63350) Post-Effective Amendment No. 46.

(4) Addendum, dated June 6, 2000, 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 Union Street Trust II's (File No. 33-43757) Post-Effective Amendment No. 24.

(5) Amendment, dated July 14, 1999, to the Fee Schedule 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)(5) of Fidelity Summer Street Trust's (File No. 2-58542) Post-Effective Amendment No. 58.

(6) 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.

(7) Amendment, dated June 6, 2000, to the Custodian Agreement, dated May 1, 1998, between Citibank, N.A. and Newbury Street Trust on behalf of Tax-Exempt Fundis incorporated herein by reference to Exhibit (g)(6) of Fidelity Union Street Trust's (File No. 2-50318) Post-Effective Amendment No. 105.

(8) Addendum, dated June 6, 2000, to the Fee Schedule to the Custodian Agreement dated May 1, 1998, between Citibank, N.A. and Newbury Street Trust on behalf of Tax-Exempt Fund is incorporated herein by reference to Exhibit (g)(7) of Fidelity Union Street Trust's (File No. 2-50318) Post-Effective Amendment No. 105.

(9) Fidelity Group Repo Custodian Agreement among The Bank of New York, J. P. Morgan Securities, Inc., and Newbury Street Trust on behalf of Prime Fund and Treasury Fund, dated February 12, 1996, is incorporated herein by reference to Exhibit 8(d) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(10) Schedule 1 to the Fidelity Group Repo Custodian Agreement between The Bank of New York and Newbury Street Trust on behalf of Prime Fund and Treasury Fund, dated February 12, 1996, is incorporated herein by reference to Exhibit 8(e) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(11) Fidelity Group Repo Custodian Agreement among Chemical Bank, Greenwich Capital Markets, Inc., and Newbury Street Trust on behalf of Prime Fund and Treasury Fund, dated November 13, 1995, is incorporated herein by reference to Exhibit 8(f) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(12) Schedule 1 to the Fidelity Group Repo Custodian Agreement between Chemical Bank and Newbury Street Trust on behalf of Prime Fund and Treasury Fund, dated November 13, 1995, is incorporated herein by reference to Exhibit 8(g) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(13) Joint Trading Account Custody Agreement between The Bank of New York and Newbury Street Trust on behalf of Prime Fund and Treasury Fund, dated May 11, 1995, is incorporated herein by reference to Exhibit 8(h) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(14) First Amendment to Joint Trading Account Custody Agreement between The Bank of New York and Newbury Street Trust on behalf of Prime Fund and Treasury Fund, dated July 14, 1995, is incorporated herein by reference to Exhibit 8(i) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(15) Schedule A-1, dated March 29, 2000, to the Fidelity Group Repo Custodian Agreements, Schedule 1s to the Fidelity Group Repo Custodian Agreements, Joint Trading Account Custody Agreement, and First Amendment to the Joint Trading Account Custody Agreement, between the respective parties and Newbury Street Trust on behalf of Prime Fund and Treasury Fund, is incorporated herein by reference to Exhibit g(11) of Fidelity Magellan Fund's (File No. 2-21461) Post-Effective Amendment No. 48.

(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, was previously filed as Exhibit (i) of Post-Effective Amendment No. 38.

(j) Consent of PricewaterhouseCoopers LLP, dated December 21, 2000, 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 incorporated herein by reference to Exhibit m(1) of Post-Effective Amendment No. 38.

(2) Distribution and Service Plan pursuant to Rule 12b-1 for Treasury Fund: Daily Money Class is incorporated herein by reference to Exhibit m(2) of Post-Effective Amendment No. 38.

(3) Distribution and Service Plan pursuant to Rule 12b-1 for Treasury Fund: Capital Reserves Class is incorporated herein by reference to Exhibit m(3) of Post-Effective Amendment No. 38.

(4) Distribution and Service Plan pursuant to Rule 12b-1 for Treasury Fund: Advisor B Class is incorporated herein by reference to Exhibit m(4) of Post-Effective Amendment No. 38.

(5) Distribution and Service Plan pursuant to Rule 12b-1 for Prime Fund: Daily Money Class is incorporated herein by reference to Exhibit m(5) of Post-Effective Amendment No. 38.

(6) Distribution and Service Plan pursuant to Rule 12b-1 for Prime Fund: Capital Reserves Class is incorporated herein by reference to Exhibit m(6) of Post-Effective Amendment No. 38.

(7) Distribution and Service Plan pursuant to Rule 12b-1 for Tax-Exempt Fund: Daily Money Class is incorporated herein by reference to Exhibit m(7) of Post-Effective Amendment No. 38.

(8) Distribution and Service Plan pursuant to Rule 12b-1 for Tax-Exempt: Capital Reserves Class is incorporated herein by reference to Exhibit m(8) of Post-Effective Amendment No. 38.

(n) Rule 18f-3 Plan on behalf of Prime Fund, Treasury Fund and Tax-Exempt Fund, dated October 16, 1997 is incorporated herein by reference to Exhibit 18 of Post-Effective Amendment No. 33.

(p) Code of Ethics, dated July 20, 2000, adopted by each fund, Fidelity Management & Research Company, Fidelity Investments Money Management, Inc., and Fidelity Distributors Corporation pursuant to Rule 17j-1 is incorporated herein by reference to Exhibit (p)(1) of Fidelity Hastings Street Trust's (File No. 2-11517) Post-Effective Amendment No. 107.

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 & 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 § 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 Advisers

(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; Chief Executive Officer, Chairman of the Board, and Director of FMR Corp.; Chairman of the Board and Director of 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); Director of Fidelity Management & Research Co., Inc. (FMRC); Chairman of the Executive Committee of FMR; 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, FMRC, FMR U.K., and FMR Far East; Director of Strategic Advisers, Inc.; Vice Chairman of Fidelity Investments; Previously, General Counsel, Managing Director, and Senior Vice President of FMR Corp.

Paul Antico	Vice President of FMR and of a fund advised by FMR.

John Avery	Vice President of FMR and of funds advised by FMR.

Robert Bertelson	Vice President of FMR and of a fund advised by FMR.

William Bower	Vice President of FMR and of a fund advised by FMR.

Steve Buller	Vice President of FMR and of a fund advised by FMR.

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

Robert C. Chow	Vice President of FMR and of a fund advised by FMR.

Dwight D. Churchill	Senior Vice President of FMR and Vice President of Fixed-Income Funds advised by FMR; Senior Vice President of FIMM.

Barry Coffman	Vice President of FMR and of a fund advised by FMR.

Michael Connolly	Vice President of FMR.

Frederic G. Corneel	Tax Counsel of FMR.

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

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 and of a fund advised by FMR.

Robert Dwight	Vice President of FMR and Treasurer of funds advised by FMR.

William R. Ebsworth	Senior Vice President of FMR.

Bahaa Fam	Vice President of FMR.

David Felman	Vice President of FMR and of funds advised by FMR.

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

Karen Firestone	Vice President of FMR and of funds advised by FMR.

Michael B. Fox	Assistant Treasurer of FMR, FIMM, FMR U.K., and FMR Far East; 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 funds advised by FMR.

Jay Freedman	Assistant Clerk of FMR and Fidelity Distributions Corporation (FDC); Clerk of FMR Corp., FMR U.K., FMR Far East, FMRC, and Strategic Advisers, Inc.; Secretary of FIMM.

David L. Glancy	Vice President of FMR and of funds advised by FMR.

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

Bart A. Grenier	Senior Vice President of FMR.

Robert J. Haber	Vice President of FMR.

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

Thomas Hense	Vice President of FMR.

Bruce T. Herring	Vice President of FMR.

Adam Hetnarski	Vice President of FMR and of funds advised by FMR.

Frederick Hoff	Vice President of FMR.

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

David B. Jones	Vice President of FMR.

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

William Kennedy	Vice President of FMR and of funds advised by FMR.

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

Timothy Krochuk	Vice President of FMR and of funds advised by FMR.

Harry W. Lange	Vice President of FMR and of funds advised by FMR.

Robert Lawrence	Senior Vice President of FMR and Vice President of certain Equity and High Income Funds advised by FMR.

Harris Leviton	Vice President of FMR and of a fund advised by FMR.

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

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

Charles A. Mangum	Vice President of FMR and of funds advised by FMR.

Kevin McCarey	Vice President of FMR and of funds advised by FMR.

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

Neal P. Miller	Vice President of FMR and of a fund advised by FMR.

John Muresianu	Vice President of FMR and of funds advised by FMR.

David L. Murphy	Vice President of FMR and Vice President of Taxable Bond Funds advised by FMR; Vice President of FIMM.

Jacques Perold	Vice President of FMR.

Stephen Petersen	Senior Vice President of FMR and Vice President of funds advised by 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; Vice President and Clerk of FDC.

Louis Salemy	Vice President of FMR and of a fund advised by FMR.

Lee H. Sandwen	Vice President of FMR.

Patricia A. Satterthwaite	Vice President of FMR and of funds advised by FMR.

Michael Seay	Vice President of FMR.

Fergus Shiel	Vice President of FMR and of funds advised by FMR.

Beso Sikharulidze	Vice President of FMR and of a fund advised by 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 A. Spillane, Jr.	Senior Vice President of FMR; Vice President of certain Equity Funds advised by FMR; Previously, Senior Vice President and Director of Operations and Compliance of FMR U.K.

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

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

Scott D. Stewart	Vice President of FMR.

Nick Thakore	Vice President of FMR and of a fund advised by FMR.

Yoko Tilley	Vice President of FMR.

Joel C. Tillinghast	Vice President of FMR and of a fund advised by FMR.

Robert Tuckett	Vice President of FMR.

Jennifer Uhrig	Vice President of FMR and of funds advised by FMR.

George A. Vanderheiden	Senior Vice President of FMR; Director of FMR Corp.

Judy Verhave	Vice President of FMR.

William P. Wall	Vice President of FMR.

Jason Weiner	Vice President of FMR and of a fund advised by FMR.

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

FMR Corp.

82 Devonshire Street

Boston, MA 02109

Fidelity Distributors Corporation (FDC)

82 Devonshire Street

Boston, MA 02109

(2) 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.; Director of FMRC; Chairman of the Executive Committee of FMR; Chief Executive Officer of FMR Corp.; and 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., FMRC, and FMR Far East; Director of Strategic Advisers, Inc.; Previously, General Counsel, Managing Director, and Senior Vice President of FMR Corp.

Dwight D. Churchill	Senior Vice President of FIMM; Senior Vice President of FMR and Vice President of Fixed-Income Funds.

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

Michael B. Fox	Assistant Treasurer of FIMM, FMR U.K., FMR Far East, and FMR; 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., FMRC, and Strategic Advisers, Inc.; Assistant Clerk of FMR and FDC.

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

Stanley N. Griffith	Assistant Secretary of FIMM.

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

David L. Murphy	Vice President of FIMM; Vice President of Taxable Bond Funds advised by FMR; and Vice President of FMR.

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 L. McCartney	Director and President	None
Jay Freedman	Assistant Clerk	None
Paul J. Gallagher	Director	None
Jane Greene	Treasurer and Controller	None
Linda Capps Holland	Assistant Clerk and Compliance Officer	None
Michael W. Kellogg	Executive Vice President	None
Kevin J. Kelly	Director	None
Gail McGovern	Director	None
Eric Roiter	Vice President, Clerk	Secretary of funds advised by FMR
J. Gregory Wass	Assistant Treasurer	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, NY or Citibank, N.A., 111 Wall Street, New York.

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. 39 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 21st day of December 2000.

	Newbury Street Trust
	By	/s/Edward C. Johnson 3d	(dagger)
\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|\|		Edward C. Johnson 3d, President

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

(Signature)		(Title)	(Date)

/s/Edward C. Johnson 3d	(dagger)	President and Trustee	December 21, 2000
Edward C. Johnson 3d		(Principal Executive Officer)

/s/Robert A. Dwight		Treasurer	December 21, 2000
Robert A. Dwight

/s/Robert C. Pozen		Trustee	December 21, 2000
Robert C. Pozen

/s/Ralph F. Cox	*	Trustee	December 21, 2000
Ralph F. Cox

/s/Phyllis Burke Davis	*	Trustee	December 21, 2000
Phyllis Burke Davis

/s/Robert M. Gates	*	Trustee	December 21, 2000
Robert M. Gates

/s/Donald J. Kirk	*	Trustee	December 21, 2000
Donald J. Kirk

/s/Ned C. Lautenbach	*	Trustee	December 21, 2000
Ned C. Lautenbach

/s/Peter S. Lynch	*	Trustee	December 21, 2000
Peter S. Lynch

/s/Marvin L. Mann	*	Trustee	December 21, 2000
Marvin L. Mann

/s/William O. McCoy	*	Trustee	December 21, 2000
William O. McCoy

/s/Gerald C. McDonough	*	Trustee	December 21, 2000
Gerald C. McDonough

/s/Thomas R. Williams	*	Trustee	December 21, 2000
Thomas R. Williams

(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of attorney dated July 17, 1997 and filed herewith.

* Signature affixed by Alan C. Porter pursuant to a power of attorney dated July 20, 2000 and filed herewith.

POWER OF ATTORNEY

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

Colchester Street Trust

Fidelity Aberdeen Street Trust

Fidelity Advisor Series I

Fidelity Advisor Series II

Fidelity Advisor Series III

Fidelity Advisor Series IV

Fidelity Advisor Series VI

Fidelity Advisor Series VII

Fidelity Advisor Series VIII

Fidelity Beacon Street Trust

Fidelity Boston Street Trust

Fidelity California Municipal Trust

Fidelity California Municipal Trust II

Fidelity Capital Trust

Fidelity Charles Street Trust

Fidelity Commonwealth Trust

Fidelity Concord Street Trust

Fidelity Congress Street Fund

Fidelity Contrafund

Fidelity Court Street Trust

Fidelity Court Street Trust II

Fidelity Covington Trust

Fidelity Destiny Portfolios

Fidelity Devonshire Trust

Fidelity Exchange Fund

Fidelity Financial Trust

Fidelity Fixed-Income Trust

Fidelity Garrison Street Trust

Fidelity Government Securities Fund

Fidelity Hastings Street Trust

Fidelity Hereford Street Trust

Fidelity Income Fund

Fidelity Institutional Tax-Exempt Cash Portfolios

Fidelity Investment Trust

Fidelity Magellan Fund

Fidelity Massachusetts Municipal Trust

Fidelity Money Market Trust

Fidelity Mt. Vernon Street Trust

Fidelity Municipal Trust

Fidelity Municipal Trust II

Fidelity New York Municipal Trust

Fidelity New York Municipal Trust II

Fidelity Oxford Street Trust

Fidelity Phillips Street Trust

Fidelity Puritan Trust

Fidelity Revere Street Trust

Fidelity School Street Trust

Fidelity Securities Fund

Fidelity Select Portfolios

Fidelity Summer Street Trust

Fidelity Trend Fund

Fidelity U.S. Investments-Bond Fund, L.P.

Fidelity U.S. Investments-Government Securities

Fund, L.P.

Fidelity Union Street Trust

Fidelity Union Street Trust II

Newbury Street Trust

Variable Insurance Products Fund

Variable Insurance Products Fund II

Variable Insurance Products Fund III

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, Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, Dana L. Platt, and Alan C. Porter, 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 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 August 1, 2000.

WITNESS our hands on this twentieth day of July, 2000.

/s/Edward C. Johnson 3d	/s/Peter S. Lynch
Edward C. Johnson 3d	Peter S. Lynch

/s/Ralph F. Cox	/s/Marvin L. Mann
Ralph F. Cox	Marvin L. Mann

/s/Phyllis Burke Davis	/s/William O. McCoy
Phyllis Burke Davis	William O. McCoy

/s/Robert M. Gates	/s/Gerald C. McDonough
Robert M. Gates	Gerald C. McDonough

/s/Donald J. Kirk	/s/Robert C. Pozen
Donald J. Kirk	Robert C. Pozen

/s/Ned C. Lautenbach	/s/Thomas R. Williams
Ned C. Lautenbach	Thomas R. Williams

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 Advisor Series I

Fidelity Advisor Series II

Fidelity Advisor Series III

Fidelity Advisor Series IV

Fidelity Advisor Series V

Fidelity Advisor Series VI

Fidelity Advisor Series VII

Fidelity Advisor Series VIII

Fidelity Beacon Street Trust

Fidelity Boston Street Trust

Fidelity California Municipal Trust

Fidelity California Municipal Trust II

Fidelity Capital Trust

Fidelity Charles Street Trust

Fidelity Commonwealth Trust

Fidelity Concord Street Trust

Fidelity Congress Street Fund

Fidelity Contrafund

Fidelity Corporate Trust

Fidelity Court Street Trust

Fidelity Court Street Trust II

Fidelity Covington Trust

Fidelity Daily Money Fund

Fidelity Destiny Portfolios

Fidelity Deutsche Mark Performance

Portfolio, L.P.

Fidelity Devonshire Trust

Fidelity Exchange Fund

Fidelity Financial Trust

Fidelity Fixed-Income Trust

Fidelity Government Securities Fund

Fidelity Hastings Street Trust

Fidelity Hereford Street Trust

Fidelity Income Fund

Fidelity Institutional Cash Portfolios

Fidelity Institutional Tax-Exempt Cash Portfolios

Fidelity Investment Trust

Fidelity Magellan Fund

Fidelity Massachusetts Municipal Trust

Fidelity Money Market Trust

Fidelity Mt. Vernon Street Trust

Fidelity Municipal Trust

Fidelity Municipal Trust II

Fidelity New York Municipal Trust

Fidelity New York Municipal Trust II

Fidelity Phillips Street Trust

Fidelity Puritan Trust

Fidelity Revere Street Trust

Fidelity School Street Trust

Fidelity Securities Fund

Fidelity Select Portfolios

Fidelity Sterling Performance Portfolio, L.P.

Fidelity Summer Street Trust

Fidelity Trend Fund

Fidelity U.S. 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.

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

Cash Management

Contents

Fund Summary

Fund Basics

Shareholder Information

Fund Services

Appendix

Cash Management

Contents

Fund Summary

Fund Basics

Shareholder Information

Fund Services

Appendix

Cash Management

Contents

Fund Summary

Fund Basics

Shareholder Information

Fund Services

Appendix