<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Institutional Trust
(Name of Registrant)
File No. 33-15983
</PAGE>
<PAGE>
FILE NO. 33-15983
Fidelity Institutional Trust
: Fidelity U.S. Bond Index Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended February 28, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
29,686,344 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
29,686,344 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
29,686,344
$
329,923,999
Redemptions:
(15,332,829)
$
(169,838,606)
Net Sales Pursuant to Rule 24f-2:
14,353,515
$
160,085,393
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $55,202.25
Fidelity Institutional Trust
:
Fidelity U.S. Bond Index Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 33-15983
Fidelity Institutional Trust
: Fidelity U.S. Equity Index Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended February 28, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
4,721,430 shares
(iv) Number of Securities Sold During Fiscal Year
85,203,118 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
80,481,688 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
80,481,688
$
1,316,253,937
Redemptions:
(67,776,697)
$
(1,096,425,419)
Net Sales Pursuant to Rule 24f-2:
12,704,991
$
219,828,518
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $75,803.47
Fidelity Institutional Trust
:
Fidelity U.S. Equity Index Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
April 20, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Institutional Trust
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Institutional Trust (the "Trust") is a Massachusetts
business trust created under a written Declaration of Trust
dated and executed on July 10, 1987, and delivered in Boston
on July 21, 1987. A Supplement to the Declaration of Trust
was dated and executed on November 30, 1988, and delivered in
Boston, Massachusetts on December 1, 1988.
I have conducted such legal and factual inquiry as I have
deemed necessary for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the Trust is divided into such
transferable Shares of one or more separate and distinct
Series as the Trustees shall from time to time create and
establish. The number of Shares is unlimited and each Share
is without par value and shall be fully paid and
nonassessable. The Trustees shall have full power and
authority, in their sole discretion and without obtaining any
prior authorization or vote of the Trust, to create and
establish (and to change in any manner) Shares with such
preferences, voting powers, rights and privileges as the
Trustees may from time to time determine, to divide or combine
the Shares into a greater or lesser number, to classify or
reclassify any issued Shares into one or more Series of
Shares, to abolish any one or more Series of Shares and to
take such other action with respect to the Shares as the
Trustees may deem desirable.
Under Article III, Section 4, the Trustees shall accept
investments in the Trust from such persons and on such terms
as they may from time to time authorize. Such investments may
be in the form of cash or securities in which the appropriate
Series is authorized to invest, valued as provided in Article
X, Section 3. After the date of the initial contribution of
capital, the number of Shares to represent the initial
contribution may in the Trustees' discretion be considered as
outstanding and the amount received by the Trustees on account
of the contribution shall be treated as an asset of the Trust.
Subsequent investments in the Trust shall be credited to each
Shareholder's account in the form of full Shares at the Net
Asset Value per Share next determined after the investment is
received; provided, however, that the Trustees may, in their
sole discretion, (a) impose a sales charge upon investments in
the Trust and (b) issue fractional Shares.
By a vote adopted on July 21, 1987, the Board of Trustees
authorized the issue and sale, from time to time, of an
unlimited number of shares of the beneficial interest of this
Trust in accordance with the terms included in each fund's
Prospectus and Statement of Additional Information and subject
to the limitations of the Declaration of Trust and any
amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite number of Shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant
to the provisions of Rule 24f-2, the Trust intends to file
with the Securities and Exchange Commission a notice making
definite the registration of 110,168,032 shares of the Trust
sold in reliance upon Rule 24f-2 during the fiscal year ended
February 28, 1994.
I am of the opinion that all necessary Trust action precedent
to the issue of the Shares, has been duly taken and that all
the Shares were legally and validly issued, and are fully paid
and nonassessable except as described in each fund's
Prospectus and Statement of Additional Information dated April
20, 1993, under the heading "Description of the Trust." In
rendering this opinion, I rely on the representation by the
Trust that it or its agents received consideration for the
Shares in accordance with the Trust's Declaration of Trust,
and I express no opinion as to the compliance with the
Securities Act of 1933, the Investment Company Act of 1940, or
applicable state "Blue Sky" or securities laws in connection
with sales of Shares.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission in connection with a Rule
24f-2 Notice that you are about to file under the 1940 Act
with said Commission.
Sincerely,
/s/Arthur S. Loring, Esq.
Arthur S. Loring, Esq.
Vice President - Legal
Mr. John Costello
Assistant Treasurer
April 20, 1994
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