<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, 1995
(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
14,168,508 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
14,168,508 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
14,168,508
$
148,587,282
Redemptions:
(8,384,945)
$
(86,844,254)
Net Sales Pursuant to Rule 24f-2:
5,783,563
$
61,743,028
</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: $21,290.85
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, 1995
(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
55,583,848 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
55,583,848 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
55,583,848
$
944,086,745
Redemptions:
(44,005,015)
$
(748,698,279)
Net Sales Pursuant to Rule 24f-2:
11,578,833
$
195,388,466
</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: $67,375.80
Fidelity Institutional Trust
:
Fidelity U.S. Equity Index Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
April 19, 1995
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 the name Fidelity Institutional Trust by a written
Declaration of Trust dated July 21, 1987 executed and delivered in
Boston, Massachusetts.
I have conducted such legal and factual inquiry as I deem necessary
for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the Trust shall be 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 shall be 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 Shareholders 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 of an unlimited number of shares of
beneficial interest of this Trust in accordance with the terms
included in the Registration Statements 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 amount 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 69,752,356 shares of the Trust (the Shares) sold in
reliance upon Rule 24f-2 during the fiscal year ended February 28,
1995.
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 non assessable,
except as described in the Trust's Statements of Additional
Information dated April 19, 1995 under the headings "Description
of the Trust." In rendering this opinion, I rely on the representation
by the Trust that it or its agent received consideration for the
Shares in accordance with the Trust's Declaration of Trust, and I
express no opinion as to 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 the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
Commission.
Very truly yours,
/s/Arthur S. Loring
Arthur S. Loring, Esq.
Vice President - Legal
Mr. John Costello
April 19, 1995
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