Fidelity Institutional Investors Trust
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 33-43529) UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 7 [x]
and
REGISTRATION STATEMENT (No. 811-6448) UNDER THE INVESTMENT COMPANY ACT OF
1940
Amendment No. [x]
Fidelity Institutional Investors Trust
(Exact Name of Registrant as Specified in Trust Instrument)
1201 N. Market Street, P.O. Box 1347
Wilmington, DE 19899-1347
(Address Of Principal Executive Office)
Registrant's Telephone Number: (617) 570-7000
Siobhan Perkins
Morris, Nichols, Arsht & Tunnell
1201 N. Market Street, P.O. Box 1347
Wilmington, DE 19899-1347
(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 January 20, 1994 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[ ] On pursuant to paragraph (a) of Rule 485.
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and intends to file the notice required by
such Rule before January 29, 1994.
FIDELITY INSTITUTIONAL INVESTORS TRUST:
STATE AND LOCAL ASSET MANAGEMENT SERIES:
GOVERNMENT MONEY MARKET PORTFOLIO
CROSS REFERENCE SHEET
Form N-1A Item Number
Part A Prospectus Caption
1 a,b Cover Page
2 a Summary of Fund Expenses
3 a,b Financial Highlights
c Performance
4 a(i) The Fund and the Fidelity Organization
a(ii),b,c Investment Objective and Policies
5 a How to Invest, Exchange, Redeem; Management Contract and Distribution
and Service Plan; Portfolio Transactions; Investment Objective and Policies
b(i) The Fund and the Fidelity Organization
b(ii),(iii) Management Contract and Distribution and Service Plan
c,d,e Management Contract and Distribution and Service Plan
f Portfolio Transactions
6 a,b The Fund and the Fidelity Organization
c,d *
e Cover Page, How to Invest, Exchange, Redeem
f,g Distributions and Taxes
7 a The Fund and the Fidelity Organization
b How to Invest, Exchange, Redeem
c How to Invest, Exchange, Redeem
d How to Invest, Exchange, Redeem
e,f Management Contract and Distribution and Service Plan
8 a How to Invest, Exchange, Redeem
b,c *
d How to Invest, Exchange, Redeem
9 *
* Not Applicable
Form N-1A Item Number Statement of Additional Information
Part B
10 a,b Cover Page
11 Table of Contents
12 *
13 a,b,c,d Investment Policies and Limitations, Portfolio Transactions
a,b Trustees and Officers
c *
15 a,b,c Trustees and Officers, FMR
16 a(i) FMR
a(ii) Trustees and Officers
a(iii),b Management Contract
c *
d Contracts with Companies Affiliated with FMR
e *
f Distribution and Service Plan
g *
h Description of the Trust
i Contracts with Companies Affiliated with FMR
17 a Portfolio Transactions
b *
c,d Portfolio Transactions
18 a Description of the Trust
b *
19 a Valuation of Portfolio Securities
b Additional Purchase and Redemption Information
c *
20 Distributions and Taxes
21 a(i,ii) Contracts with Companies Affiliated with FMR, Distribution and
Service Plan
a(iii),b,c *
22 Performance
23 Financial Statements for the fiscal year ended November 30, 1993 are
incorporated into the Fund's Prospectus.
* Not Applicable
STATE AND LOCAL ASSET MANAGEMENT SERIES: 82 DEVONSHIRE STREET
Government Money Market Portfolio (A Series of Fidelity Institutional
Investors Trust) BOSTON, MASSACHUSETTS 02109
PROSPECTUS
State and Local Asset Management Series: Government Money Market Portfolio
(the fund) is a diversified portfolio of Fidelity Institutional Investors
Trust (the trust), an open-end, management investment company. The fund
offers an economical and convenient vehicle exclusively for investment by
state and local governments, their political subdivisions, agencies,
instrumentalities and public authorities of available cash or by such
investors, as well as trustees or others, of tax-exempt bond proceeds
subject to arbitrage limitations or rebate requirements under the Tax
Reform Act of 1986.
The fund's investment objective is to seek to obtain as high a level of
current income as is consistent with the preservation of capital and
liquidity, and to maintain a constant net asset value of $1.00 per share.
The fund seeks to achieve this objective by investing in obligations issued
or guaranteed as to principal and interest by the U.S. government and
obligations of U.S. government agencies or instrumentalities that are
backed by the full faith and credit of the U.S. government, and in
repurchase agreements secured by these obligations.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL MAINTAIN A
STABLE $1.00 SHARE PRICE.
This Prospectus and Annual Report is designed to provide investors with
information that they should know before investing. Please read and retain
this document for future reference.
A Statement of Additional Information (dated January 20, 1994) for the fund
has been filed with the Securities and Exchange Commission (SEC) and is
incorporated herein by reference. This free Prospectus and Annual Report
and the Statement of Additional Information are available upon request from
Fidelity Distributors Corporation, 82 Devonshire Street, Boston,
Massachusetts 02109.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF (OR ENDORSED OR
GUARANTEED BY) ANY BANK OR SAVINGS ASSOCIATION , NOR ARE THEY
FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION (FDIC), THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.
INVESTMENTS IN THE FUND CARRY INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL, AND THEIR VALUE AND RETURN WILL FLUCTUATE. WHEN SOLD, THE VALUE
OF SHARES OF THE FUND MAY BE HIGHER OR LOWER THAN THE AMOUNT ORIGINALLY
PAID FOR SUCH SHARES.
For further information or assistance in opening an account, please call:
NATIONWIDE (TOLL FREE) 800-343-9222
TABLE OF CONTENTS
Summary of Fund Expenses
Financial Highlights
Investment Objective and Policies
How to Invest, Exchange, Redeem
Distributions and Taxes
Additional Information
The Fund and the Fidelity Organization
Management Contract and Distribution
and Service Plan
Portfolio Transactions
Portfolio Limitations
Performance
Description of Investment Practices
Financial Statements 13
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
January 20, 1994
SUMMARY OF FUND EXPENSES
The purpose of the table below is to assist investors in understanding the
various costs and expenses that an investor in the fund would bear directly
or indirectly. The standard format below was developed for use by all
mutual funds to help investors make their investment decisions. This
expense information should be considered along with other important
information, such as the fund's investment objective, yield information and
its past performance.
A. ANNUAL OPERATING EXPENSES
(as a percentage of average net assets):
Management Fee 0.43%
Other Expenses 0.00
TOTAL OPERATING EXPENSES 0.43%
B. EXAMPLE:
You would pay the following expenses on a $1,000 investment in the fund,
assuming (1) 5% annual return and (2) full redemption at the end of each
time period:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
$ 4 $ 14 $ 24 $ 54
EXPLANATION OF TABLE
A. ANNUAL OPERATING EXPENSES are based on the fund's historical expenses.
Management fees are paid by the fund to Fidelity Management & Research
Company (FMR) for managing its investments and business affairs. FMR is
responsible for the payment of all expenses of the fund with certain
exceptions. FMR is not responsible for interest, taxes, brokerage
commissions (if any), or extraordinary expenses. Management fees are
reflected in the fund's share price and are not charged directly to
individual accounts. Please refer to the section entitled "Management
Contract and Distribution and Service Plan," page , for further
information.
B. EXAMPLE OF EXPENSES. The hypothetical example illustrates the expenses
associated with a $1,000 investment over the periods of one, three, five
and ten years, based on the expenses in the table and an assumed annual
rate of return of 5%. The return of 5% and expenses should not be
considered indications of actual or expected fund performance or expenses,
both of which may vary.
FINANCIAL HIGHLIGHTS
The table below gives you information about the fund's financial history
and uses the fund's fiscal year which ends November 30. This table has
been audited by Coopers & Lybrand, independent accountants. Their
unqualified report is included on page 17.
August 27, 1987
(Commencement
of Operations) to
Years Ended November 30, November 30,
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
1993 1992 1991 1990 1989 1988 1987
SELECTED PER-SHARE DATA
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period
Income from Investment .028 .037 .058 .078 .088 .071 .018
Operations
Net interest income
Dividends from net interest (.028) (.037) (.058) (.078) (.088) (.071) (.018)
income
Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
TOTAL RETURN(dagger) 2.82% 3.73% 5.98% 8.09% 9.17% 7.29% 1.77%
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period $ 522,878 $ 1,084,963 $ 1,095,483 $ 935,570 $ 1,013,077 $ 372,999 $ 21,018
(000 omitted)
Ratio of expenses to average .43% .43% .43% .43% .43% .40% .15%*
net assets
Ratio of expenses to average .43% .43% .43% .43% .43% .43% .43%*
net assets before expense
reductions
Ratio of net interest income to 2.79% 3.64% 5.81% 7.81% 8.81% 7.71% 6.70%*
average net assets
</TABLE>
* ANNUALIZED
(dagger) TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
On January 29, 1992, the fund was converted from a separate series of
Income Portfolios, a Massachusetts business trust, to a separate series of
Fidelity Institutional Investors Trust, a Delaware business trust.
INVESTMENT OBJECTIVE AND POLICIES
Government Money Market Portfolio's investment objective is to obtain as
high a level of current income as is consistent with the preservation of
capital and liquidity and to maintain a constant net asset value per share
(NAV) of $1.00. The fund seeks to achieve this objective by investing in
obligations that are issued or guaranteed as to principal and interest by
the U.S. government and obligations of U.S. government agencies or
instrumentalities that are backed by the full faith and credit of the U.S.
government. The fund intends to be fully invested in such obligations under
normal circumstances and, as an operating policy, will have at least 65% of
its total assets invested in such obligations at all times. The fund may
invest in repurchase agreements collateralized or secured by any type of
security in which it is permitted to invest, even though the underlying
security may mature in more than 397 days. The fund may invest without
limitation in repurchase agreements. The fund's investment objective is
fundamental and may not be changed without a shareholder vote. Unless
otherwise noted, the fund's investment policies and limitations are
non-fundamental. The fund's non-fundamental policies may only be changed
upon 90 days' prior notification to shareholders. Shares of the fund are
not guaranteed by the U.S. government and no assurance can be given that
the fund will achieve its objective, but it will follow the investment
style described here and in "Portfolio Limitations," page .
The fund may invest in instruments backed by the full faith and credit of
the U.S. government, such as:
TREASURY OBLIGATIONS: The U.S. Treasury issues a variety of marketable
securities that are direct obligations of the U.S. government.
OBLIGATIONS OF AGENCIES AND INSTRUMENTALITIES: Agencies and
instrumentalities of the U.S. government are created to fill specific
governmental roles. The fund will invest only in those obligations that are
backed by the full faith and credit of the United States.
The fund seeks to maintain a $1.00 share price. The fund values its
portfolio securities on the basis of the amortized cost valuation
technique, pursuant to Rule 2a-7 under the Investment Company Act of 1940
(1940 Act) (see "How to Invest, Exchange, Redeem" below).
OTHER INVESTMENT PRACTICES. The fund may purchase variable and floating
rate instruments and enter into delayed-delivery transactions and
repurchase agreements. The fund also may make forward commitments to
purchase and sell securities, may purchase treasury securities prior to
settlement and may invest in illiquid investments. See "Description of
Investment Practices," page for further information on the fund's
investment practices.
The fund's ability to achieve its investment objective depends on the
quality and maturity of its investments. Although the fund's policies are
designed to help maintain a stable $1.00 share price, all money market
instruments can change in value when interest rates or issuers'
creditworthiness change, or if an issuer or guarantor of a security fails
to pay interest or principal when due. If these changes were large enough,
the fund's share price could fall below $1.00. In general, securities with
longer maturities are more vulnerable to price changes, although they may
provide higher yields.
Pursuant to procedures adopted by the Board of Trustees, the fund may
purchase only high quality securities that FMR believes present minimal
credit risks. The fund must limit its investments to securities with
remaining maturities of 397 days or less and must maintain a
dollar-weighted average maturity of 90 days or less.
HOW TO INVEST, EXCHANGE, REDEEM
Shares of the fund are offered continuously and may be purchased at their
NAV next determined after an investment is received and accepted. The fund
is open for business on days on which the Federal Reserve Bank of New York
and the New York Stock Exchange (NYSE) are open (business days), see
"Holiday Schedule," page . The fund does not impose any sales charge in
connection with purchases of its shares, although institutions may charge
their clients fees in connection with purchases and sales for the accounts
of their clients. Investments may be made by wire, by mail or through an
exchange. In order for an account to earn income immediately, shares must
be purchased by federal funds wire.
Purchases will be processed at the NAV next calculated after an order is
received and accepted. Purchases processed at 3:00 p.m. Eastern time will
earn the dividend declared for that day. Purchases processed at 4:00 p.m.
Eastern time will begin to earn dividends on the following business day.
Purchases made by federal funds wire will be processed at the fund's
earlier daily price if the Client Services Government Team of
Fidelity Investments Institutional Operations Company (FIIOC) is notified
by 3:00 p.m. and the fund receives federal funds that day. If the Client
Services Government Team is not notified of a wire investment before
3:00 p.m., the investment will not begin to earn dividends until the first
business day following receipt of the wire. FIIOC, an affiliate of FMR, 82
Devonshire Street, Boston, Massachusetts 02109, is the transfer, dividend
disbursing and shareholder servicing agent for the fund and maintains one
or more accounts for each shareholder expressed in terms of full and
fractional shares of the fund rounded to the nearest 1/1000th of a share.
SHARE PRICE. The NAV of the fund is calculated by Fidelity Service Co.
(FSC), 82 Devonshire Street, Boston, Massachusetts 02109, an affiliate of
FMR. The fund's NAV refers to the worth of one share and is computed by
adding the value of the fund's securities plus cash and other assets,
deducting liabilities, and dividing the result by the number of shares
outstanding. The NAV is calculated twice daily, at 3:00 p.m. and 4:00 p.m.
Eastern time.
The fund values its securities on the basis of the amortized cost valuation
technique, pursuant to Rule 2a-7 under the 1940 Act. This method is based
on acquisition cost and assumes a steady rate of amortization of premium or
discount from the date of purchase until maturity instead of looking at
actual changes in market value. The Trustees have established procedures
designed to stabilize, to the extent reasonably possible, the fund's NAV,
as computed for the purpose of sales and redemptions, at a single value of
$1.00, although there can be no guarantee. The Board of Trustees monitors
adherence to the rules and regulations of the SEC, including credit quality
and maturity standards.
HOW TO INVEST. An initial investment must be preceded by a completed,
signed application. The minimum initial investment require d is
$25,000 invested in any number of accounts. Subsequent investments
may be made in any amount.
MINIMUM INVESTMENT AND ACCOUNT BALANCE. If the account balance
falls below $25,000 due to redemption, the account may be closed and the
proceeds mailed to the record address. Shareholders will be given 30 days'
notice that the account will be closed unless an additional investment is
made to increase the account balance to the $25,000 minimum.
An account in the fund must be registered in the name of an eligible
investor. Eligible investors are state and local governments, their
political subdivisions, agencies, and entities that may issue debt
obligations subject to arbitrage reporting. Each shareholder may establish
multiple accounts as necessary to satisfy requirements regarding
commingling of funds or for accounting convenience. Each such account is
administered separately.
INVESTMENTS BY WIRE. An investor may purchase shares of the fund by wire.
The fund requires notification of all wire purchases. Prior to making an
initial investment by wire, investors should telephone the institution
through which they trade or the Client Services Government Team at
1-800-343-9222 for wire information and instructions. In order to receive
dividends on the day of the investment, investors must call the Client
Services Government Team at 1-800-343-9222 prior to 3:00 p.m. on days the
fund is open for business to advise them of the wire and to place the
trade.
In order to allow FMR to manage the fund most effectively, investors are
strongly urged to initiate the purchase of shares as early in the day as
possible and to notify the Client Services Government Team one day
in advance when making investments in excess of $1 million. FIIOC promptly
will confirm the purchase in writing, indicating the date, price and number
of shares purchased.
The fund also may accept investments of certain federal or state transfer
payments wired directly to the fund, provided that properly executed
instructions have been filed with FIIOC and the appropriate sending agency.
Additional information regarding such investments may be obtained by
calling the Client Services Government Team:
NATIONWIDE (TOLL FREE) 800-343-9222
INVESTMENTS BY MAIL. Applications and checks drawn on a U.S. bank payable
to "SLAM: Government Money Market Portfolio" should be mailed to:
STATE AND LOCAL ASSET MANAGEMENT SERIES:
Government Money Market Portfolio
FIIOC, ZR5
P.O. Box 1182
Boston, MA 02103-1182
Subsequent investments may be mailed to the above address at any time and
in any amount. They should always be accompanied by the fund's name, the
name on the account, the account number and a pre-coded fund investment
slip which will be supplied upon request to the address of record by the
Client Services Government Team. The fund reserves the right to limit the
number of checks in any one investment.
HOW TO EXCHANGE. Shareholders may transfer the value of fund shares in
payment for shares of certain other Fidelity funds registered in the
shareholder's state (exchange transactions). Exchange requests will be
processed at the NAV next calculated after an order is received and
accepted. Exchanges processed at 3:00 p.m. will not earn the dividend
declared for that day. The fund may terminate or modify the exchange
privilege in the future. Please contact the Client Services Government
Team for more information.
HOW TO REDEEM. Shareholders may redeem all or any part of the value of
their accounts on any business day by instructing FIIOC to redeem their
shares. Redemptions may be requested by telephone, in writing, or through
the fund's checkwriting feature. Shareholders must designate on their
applications the U.S. commercial bank accounts into which they wish the
proceeds of telephone redemptions to be deposited. If the shares to be
redeemed represent an investment made by check, the fund reserves the right
to delay redemption payments until it has reasonable grounds for believing
that the amount of the investment has been collected (which may take up to
seven days). Shares redeemed at the fund's 3:00 p.m. price do not earn the
income dividend declared on the day of redemption; however, shares redeemed
at the fund's 4:00 p.m. price will continue to earn dividends until the
next business day.
In order to allow FMR to manage the fund most effectively, shareholders are
strongly urged to initiate redemptions of shares as early in the day as
possible and to notify the Client Services Government Team at least one day
in advance of redemptions over $1 million. There is no charge imposed for
the redemption of the fund's shares. Proceeds from redemption requests will
be processed as described below. The fund reserves the right to take up to
seven days to make payment.
When the NYSE is closed (or when trading is restricted) for any reason
other than its customary weekend or holiday closings, or under any
emergency circumstances as determined by the SEC to merit such action, the
fund may suspend redemption or postpone payment dates. If a shareholder is
unable to execute a transaction by telephone (for example, during times of
unusual market activity) consider placing the order by mail or check. In
case of suspension of the right of redemption, a shareholder may either
withdraw the request for redemption or receive payment based on the NAV
next determined after the termination of the suspension.
In making redemption requests, the name(s) of the registered shareholder(s)
and the account number(s) must be supplied. A shareholder may change the
designated bank account(s) or add additional accounts by filing properly
executed instructions in writing with FIIOC prior to requesting a
redemption. Further documentation may be required when deemed necessary by
FIIOC.
The fund has arranged for the following procedures for redemption:
REDEMPTION BY TELEPHONE. Call Client Services Government Team :
NATIONWIDE (TOLL FREE) 800-343-9222
REDEMPTION B Y CHECK. Shareholders may elect to have a special
checkwriting feature on the account for the purpose of redeeming funds.
Shareholders may write an unlimited number of checks, although the fund
reserves the right to limit the number of checks a shareholder may write
during a specified period. Upon receipt of a completed signature card,
shareholders will be provided with a supply of checks at no charge.
Additional supplies of checks are available at no charge, upon request to
the Client Services Government Team. However, fees may be charged to
shareholders wishing to use special forms of checks. For more information,
contact the Client Services Government Team (Nationwide, toll free
800-343-9222).
Check redemption is not appropriate for a complete liquidation of an
account. If the amount of a redemption check is greater than the value of
the shares in the account, the check will be returned to the depositor due
to an insufficient account balance. The fund and the bank reserve the right
to suspend the procedure permitting redemptions by check, and intend to do
so in the event that federal legislation or regulations impose reserve
requirements or other restrictions deemed by the Trustees to be adverse to
the interest of the fund's shareholders .
Shareholders are advised to determine whether use of the checkwriting
feature may be restricted by their state or locality's investment statutes.
REDEMPTION B Y MAIL. Shareholders may redeem any amount from their
fund accounts on any business day by submitting written instructions with
an authorized signature which is on file for that account. Written requests
for redemption should be mailed to:
STATE AND LOCAL ASSET MANAGEMENT SERIES:
Government Money Market Portfolio
FIIOC, ZR5
P.O. Box 1182
Boston, MA 02103-1182
A check made payable to the account registration will be mailed to the
address of record, normally on the day following receipt of redemption
instructions, and no later than seven days following receipt of redemption
instructions in proper form.
DISTRIBUTIONS AND TAXES
The fund ordinarily declares dividends from net investment income daily and
pays such dividends monthly. The fund intends to distribute substantially
all of its net investment income and capital gains, if any, to shareholders
within each calendar year as well as on a fiscal year basis.
FEDERAL TAXES. For beneficial owners of fund shares that are not states or
political subdivisions of states, if they are otherwise taxable entities,
distributions derived from net investment income and short-term capital
gains are taxable as ordinary income. The fund's distributions are taxable
when they are paid, whether you take them in cash or reinvest them in
additional shares, except that distributions declared in December and paid
in January are taxable as if paid on December 31. The fund will send you a
tax statement by January 31 showing your taxable distributions for the past
calendar year.
STATE AND LOCAL TAXES: Mutual fund dividends from most U.S. government
securities generally are free from state and local income taxes.
Pennsylvania does not provide this benefit, and some states may limit the
benefit. However, legislation providing for a pass through has been
approved by the Pennsylvania legislature, which if signed by the Governor,
would be retroactive to January 1, 1993. In addition, certain types of
securities, such as repurchase agreements and certain agency backed
securities, may not qualify for the government interest exemption on a
state-by-state basis. Some states may impose intangible property taxes .
OTHER TAX INFORMATION. The information above is only a summary of some of
the federal tax consequences generally affecting the fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. In addition to federal tax, shareholders may be subject to
state or local taxes on their investments. Investors should consult their
tax advisors for details and up-to-date information on the tax laws in
their state and to determine whether the fund is suitable to their
particular tax situations.
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 Internal Revenue Service (IRS). If you violate IRS regulations, the
IRS can require the funds to withhold 31% of your taxable distributions.
The fund may be used for the investment of surplus funds of municipalities
including funds which are subject to arbitrage limitations or rebate
requirements of the Internal Revenue Code, as amended (the Code). Under
these rebate provisions, a portion of the earnings derived from such funds
may be required to be paid to the United States Treasury as computed in
accordance with the requirements of the Code. Because the fund may be used
for the investment of such funds, it is anticipated that many participants
in the fund will be states or political subdivisions of states. Section
115(1) of the Code provides in part that gross income does not include
income derived from the exercise of any essential governmental function and
accruing to a state or any political subdivision thereof and, to the extent
that investments in the fund are made in connection with such functions,
states or political subdivisions of states will not be subject to taxation
on income or gains derived from an investment in the fund. Prospective
investors are advised to consult their counsel for concurrence that
investment in the fund is permitted and suitable.
ADDITIONAL INFORMATION
HOLIDAY SCHEDULE. The fund is open for business and its NAV is calculated
each day both the Federal Reserve Bank of New York and the NYSE are
open. The following holiday closings have been designated for 1994:
Dr. Martin Luther King, Jr. Day (observed), Presidents' Day, Good
Friday, Memorial Day, Independence Day (observed) , Labor Day,
Columbus Day, Veterans' Day , Thanksgiving Day , and Christmas
Day (observed). Although FMR expects the same holiday schedule, with the
addition of New Year's Day, to be observed in the future, the
Federal Reserve Bank of New York or the NYSE may modify
its holiday schedule at any time. The right is reserved to
advance the time by which purchase and redemption orders must be received
on any day that: (1) the Federal Reserve Bank of New York or the
NYSE closes early; (2) if in FMR's judgment, early closing is deemed to
be in the best interest of the fund's shareholders; or (3) as permitted by
the SEC. Certain Fidelity funds may follow different holiday
schedules.
The offering of shares of the fund may be suspended for a period of time,
and the fund reserves the right to reject any specific order, including
certain purchases by exchange (see "How to Exchange," page ). Purchase
orders may be refused if, in FMR's opinion, they are of a size that would
disrupt management of the fund.
You may initiate many transactions by telephone. Note that Fidelity will
not be responsible for any losses resulting from unauthorized transactions
if it follows reasonable procedures designed to verify the identity of the
caller. Fidelity will request personalized security codes or other
information, and may also record calls. You should verify the accuracy of
your confirmation statements immediately after you receive them. If you do
not want the ability to redeem and exchange by telephone, call Fidelity for
instructions.
SHAREHOLDER ACCOUNTS. The fund does not issue share certificates, but FIIOC
will send you a confirmation statement after every transaction that affects
your share balance or your account registration. In addition, an account
statement will be mailed to you monthly.
SUBACCOUNTING AND SPECIAL SERVICES. Special processing has been arranged
with FIIOC for shareholders who wish to open multiple accounts (a master
account and subaccounts). A shareholder wishing to utilize FIIOC's
subaccounting facilities will be required to enter into a separate
agreement with FIIOC. Charges for this service, if any, will be determined
on the basis of the level of services to be rendered. Subaccounts may be
opened with the initial investment or at a later date. For more information
on subaccounting services, please call the Client Services
Government Team (Nationwide, toll free 800-343-9222).
ARBITRAGE REPORTING SERVICES. Special reporting is available for state and
local entities that require rebate calculations for the invested proceeds
of their issued tax-exempt obligations pursuant to the Tax Reform Act of
1986 (see "Distributions and Taxes," page ). Neither Fidelity Investments
nor the fund assumes responsibility for the accuracy of the services
provided. Please contact the Client Services Government Team for more
complete information.
THE FUND AND THE FIDELITY ORGANIZATION
STATE AND LOCAL ASSET MANAGEMENT SERIES: Government Money Market Portfolio
is a diversified portfolio of Fidelity Institutional Investors Trust (the
trust), an open-end, management investment company originally
organized as a Massachusetts business trust dated May 6, 1983, as
amended and restated, and reorganized as a Delaware business trust on
January 29, 1992 . The trust entered into an agreement to acquire all
the assets of a portfolio of Income Portfolios on January 29, 1992. The
trust is not required to hold annual shareholder meetings, although special
meetings may be called for the fund or the trust as a whole for purposes
such as electing or removing Trustees, changing fundamental investment
policies or approving a management contract or plan of distribution. As a
shareholder, you receive one vote for each share and fractional votes for
fractional shares you own. Each portfolio votes separately on matters
affecting only that portfolio.
Fidelity Investments is one of the largest investment management
organizations in the U.S. and has its principal business address at 82
Devonshire Street, Boston, Massachusetts 02109. It includes a number of
different companies that provide a variety of financial services and
products. The trust employs various Fidelity companies to perform certain
activities required to operate the fund.
FMR is the original Fidelity company founded in 1946. It provides a number
of mutual funds and other clients with investment research and portfolio
management services. It maintains a large staff of experienced investment
personnel and a full complement of related support facilities. As of
November 3 0 , 1993, FMR advised funds having approximately
14 million shareholder accounts with a total value of more than
$ 200 billion. Fidelity Distributors Corporation (FDC) distributes
shares for the Fidelity funds.
FMR Corp. is the parent company for the Fidelity companies. Through
ownership of voting common stock, Edward C. Johnson 3d (President and a
Trustee of the trust), Johnson family members, and various trusts for the
benefit of the Johnson family form a controlling group with respect to FMR
Corp.
MANAGEMENT CONTRACT AND DISTRIBUTION AND SERVICE PLAN
Under its Management Contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund. In addition, FMR is responsible for the payment of
all operating expenses of the fund with the following exceptions: the fees
and expenses of those Trustees of the trust who are not "interested
persons" of the trust or FMR; interest on borrowings; taxes; brokerage fees
or commissions (if any); and such extraordinary non-recurring expenses as
may arise, including costs of litigation to which the fund may be a party,
and any obligation it may have to indemnify the trust's officers and
Trustees with respect to litigation.
The fund pays FMR a monthly management fee at the annual rate of .43% of
its average net assets. The management fee paid to FMR will be reduced by
an amount equal to the compensation of those Trustees who are not
"interested persons" of the trust or FMR.
FMR may, from time to time, agree to reimburse the fund for expenses above
a specified percentage of average net assets. Reimbursement arrangements,
which may be terminated at any time (except as noted below), increase the
fund's yields. If FMR discontinues a reimbursement arrangement, the fund's
expenses will go up and its yield will go down. 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. Repayment by the fund
will lower its yield.
SUB-ADVISER. FMR has entered into a sub-advisory agreement with FMR Texas,
under which FMR Texas has primary responsibility for providing portfolio
investment management services, while FMR retains responsibility for
providing other management services. Under the sub-advisory agreement, FMR
pays FMR Texas a fee equal to 50% of the management fee payable to FMR
under its current management contract with the fund. The fees paid to FMR
Texas are not reduced by any voluntary or mandatory expense reimbursements
that may be in effect from time to time.
FIIOC acts as the fund's transfer and dividend paying agent and maintains
the fund's shareholder records. FSC calculates the fund's daily share price
and maintains its general accounting records. The expense of these services
is borne by FMR pursuant to its Management Contract with the fund.
DISTRIBUTION AND SERVICE PLAN. The fund has adopted a Distribution and
Service Plan (the Plan) pursuant to Rule 12b-1 (the Rule) under the 1940
Act. 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 mutual fund except pursuant to a
plan adopted by the fund under the Rule. The Board of Trustees has adopted
the Plan to assure that the fund and FMR may incur certain expenses that
might be considered to constitute direct or indirect payment by the fund of
distribution expenses. Under the Plan, if the payment by the fund to FMR of
management fees should be deemed to be indirect financing by the fund of
the distribution of its shares, such payment is authorized by the Plan.
The Plan specifically recognizes that FMR, either directly or through FDC,
may use its management fee revenue, past profits or other resources,
without limitation, to pay promotional and administrative expenses in
connection with the offer and sale of shares of the fund. In addition, the
Plan provides that FMR may use its resources, including its management fee
revenues, to make payments to third parties that provide assistance in
selling shares of the fund, or to third parties, including banks, that
render shareholder support services. The Board of Trustees has authorized
such payments. Securities dealers that sell fund shares may be classified
as statutory underwriters under the Securities Act of 1933.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined, in the opinion of FDC it
should not prohibit a bank from being paid for performing shareholder
servicing and recordkeeping functions. If, because of changes in law or
regulation, or because of a new interpretation of an existing law, a bank
or the fund were prohibited from continuing these arrangements, it is
expected that the Board of Trustees would make other arrangements for these
services and that shareholders would not suffer adverse financial
consequences. 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.
PORTFOLIO TRANSACTIONS
FMR chooses broker-dealers by judging professional ability and quality of
services. The portfolio securities generally are traded in the
over-the-counter market through broker-dealers. A broker-dealer is a
securities firm or bank that makes a market for securities by offering to
buy at one price and sell at a slightly higher price. The difference
between the prices is known as a spread. Since FMR trades, directly or
through affiliated sub-advisers, a large number of securities, including
those of Fidelity's other funds, broker-dealers are willing to work with
the fund on a more favorable spread than would be possible for most
individual investors.
The fund has authorized FMR to allocate transactions to some broker-dealers
who help distribute the fund's shares or the shares of Fidelity's other
funds, and on an agency basis to an affiliate, Fidelity Brokerage Services,
Inc. (FBSI). FMR will make such allocations if commissions are comparable
to those charged by non-affiliated, qualified broker-dealers for similar
services.
Higher commissions may be paid to firms that provide research services, to
the extent permitted by law. FMR also is authorized to allocate brokerage
transactions to FBSI in order to secure from FBSI research services
produced by third party, independent entities. FMR may use this research
information in managing the fund's assets, as well as the assets of other
clients.
PORTFOLIO LIMITATIONS
While the fund invests in high quality securities, investment in the fund
is not without risk. The value of any fixed-income security is principally
influenced by two factors: 1) the public's perception of the issuer's
ability to meet its obligations for timely payment of interest and
principal; and 2) the impact of changes in interest rates. U.S. government
securities which are backed by the full faith and credit of the U.S.
government (excluding repurchase agreements) are not anticipated to be
affected by the first factor (credit risk) but will be affected by changes
in market value resulting from changes in interest rates. Fixed-income
securities generally are considered to be interest rate sensitive, which
means their value moves inversely to interest rates.
The fund follows certain limitations in managing its investments that may
help to reduce risks.
1. The fund (a) may borrow money for temporary or emergency purposes in an
amount not to exceed 33 1/3% of its total assets, (b) may borrow money only
from banks, and (c) may not purchase securities while borrowings exceed 5%
of its total assets.
2. The fund may not make loans (but this limitation does not apply to
purchases of debt securities or to repurchase agreements).
3. The fund may invest no more than 10% of its assets in illiquid
investments.
Limitation 1(a) is fundamental and may not be changed without a shareholder
vote. Otherwise, the fund's policies and limitations are non-fundamental
and may be changed only upon 90 days' prior notification to shareholders.
The investment policies set forth above are supplemented by the investment
limitations in the fund's Statement of Additional Information.
PERFORMANCE
From time to time the fund may advertise its yield, effective yield and
total return in advertisements or in reports or other communications. The
fund's yield refers to the income generated by an investment in the fund
over a seven-day period expressed as an annual percentage rate. The fund
also may calculate effective yield, which is calculated similarly, but
assumes that the income earned from the investment is reinvested. The
effective yield will be slightly higher than the yield because of the
compounding effect on this assumed reinvestment. Both yield figures are
based on historical earnings and are not intended to indicate future
performance.
The fund's yield and effective yield calculations are illustrated below for
the seven-day period ended November 30, 1993:
Yield Effective Yield
2.77% 2.81%
The fund's total return is based on the overall dollar or percentage change
in the value of a hypothetical investment in the fund assuming dividend
distributions are reinvested. A cumulative total return reflects the fund's
performance over a stated period of time. An average annual total return
reflects the hypothetical annually compounded rate that would have produced
the same cumulative total return if performance had been constant over the
entire period. Because average annual returns tend to smooth out variations
in the fund's performance, investors should recognize that they are not the
same as actual year-by-year results.
DESCRIPTION OF INVESTMENT PRACTICES
The following paragraphs provide a brief description of securities in which
the fund may invest and transactions it may make. The fund is not limited
by this discussion, however, and may purchase other types of securities and
enter into other types of transactions if they are consistent with the
fund's investment objective and policies.
DELAYED-DELIVERY TRANSACTIONS. The fund may buy and sell securities on a
when-issued or delayed-delivery basis, with payment and delivery taking
place at a future date. The market value of securities purchased in this
way may change before the delivery date, which could increase fluctuations
in the fund's yield. Ordinarily, the fund will not earn interest on
securities purchased until they are delivered.
FORWARD COMMITMENTS. The fund may make forward commitments to purchase or
sell securities. These transactions involve a commitment by the fund to
purchase or sell securities at a future date (ordinarily within 10 days).
The price of the underlying securities (usually expressed in terms of
yield) and the date when the securities will be delivered and paid for (the
settlement date) may or may not be fixed at the time the transaction is
negotiated. Forward commitments are made directly with another party, and
are not traded on exchanges.
ILLIQUID INVESTMENTS. Under the supervision of the Board of
Trustees, FMR determines the liquidity of the fund's investments. The
absence of a trading market can make it difficult to ascertain a market
value for illiquid investments. It may be difficult or impossible for the
fund to sell illiquid investments promptly at an acceptable price.
PURCHASING TREASURY SECURITIES PRIOR TO SETTLEMENT. The fund may purchase
Treasury bills after they are announced but before they are auctioned or
after auction but prior to settlement. Nine days may elapse between
announcement and settlement of particular bills. These transactions, which
involve a commitment to purchase particular bills at a set price with
payment and delivery taking place at a future date, allow the fund to lock
in what FMR believes to be an attractive yield or price on a security it
intends to purchase regardless of future changes in interest rates. Trading
in such when-issued bills is very active. Although purchasing bills prior
to settlement can cause greater fluctuation in the value of the fund's
assets, FMR expects that these fluctuations in value will not have a
material effect on the fund's net asset value per share or its ability to
maintain a $1.00 share price.
REPURCHASE AGREEMENTS. Repurchase agreements are transactions by which the
fund purchases a security and simultaneously commits to resell that
security to the seller at an agreed-upon price on an agreed-upon date. The
fund may enter into repurchase agreements involving any security in which
it is permitted to invest in order to earn income. In the event of the
bankruptcy of the other party to a repurchase agreement, the fund could
experience delays in recovering cash. To the extent that, in the meantime,
the value of the securities purchased may have decreased, the fund could
experience a loss. In all cases FMR must find the creditworthiness of the
other party to the transaction satisfactory.
VARIABLE OR FLOATING RATE OBLIGATIONS, including certain participation
interests in municipals obligations, have interest rate adjustment formulas
that help stabilize their market values. Many variable and floating rate
instruments also carry demand features that permit the fund to sell them at
par value plus accrued interest on short notice. When determining the
maturity of a variable or floating rate instrument, the fund may look to
the date the demand feature can be exercised, or to the date the interest
rate is readjusted, rather than to the final maturity of the instrument.
STATE AND LOCAL ASSET MANAGEMENT SERIES: GOVERNMENT MONEY MARKET PORTFOLIO
INVESTMENTS/NOVEMBER 30, 1993
(Showing Percentage of Total Value of Investments)
ANNUALIZED
YIELD AT
DUE TIME OF PRINCIPAL VALUE MATURITY VALUE
DATE PURCHASE AMOUNT (NOTE 1) AMOUNT (NOTE 1)
U.S. Treasury Obligations - 37.7%
U.S. TREASURY BILLS - 30.4%
1/20/94 3.25% $ 13,000,000 $ 12,942,223 99399HVA
2/3/94 3.30 20,000,000 19,884,444 99399HWL
4/7/94 3.35 18,000,000 17,794,260 99399HLF
4/21/94 3.18 30,000,000 29,632,225 99399H2P
4/28/94 3.23 4,000,000 3,947,707 99399H3C
5/5/94 3.21 9,500,000 9,372,792 99399HNJ
5/5/94 3.27 9,500,000 9,370,338 99399HNA
5/5/94 3.30 23,000,000 22,680,527 99399H3Q
5/26/94 3.35 5,000,000 4,919,341 99399H5G
6/30/94 3.30 31,000,000 30,418,578 99399HTS
160,962,435
U.S. TREASURY NOTES - 7.3%
2/28/94 3.21 15,000,000 15,077,089 99399GHW
3/31/94 3.23 6,000,000 6,047,813 99399JC0
4/30/94 3.25 3,500,000 3,528,711 99399GFW
4/30/94 3.26 3,500,000 3,528,680 99399GFV
5/15/94 3.17 10,000,000 10,165,509 99399GGR
38,347,802
TOTAL U.S. TREASURY OBLIGATIONS 199,310,237
MATURITY
AMOUNT
Repurchase Agreements - 62.3%
With Deutsche Bank Government Securities, Inc.:
251999UNAt 3.25%, dated 11/30/93 due 12/1/93:
U.S. Treasury Obligations
(principal amount $25,502,507)
3.10%, 1/20/94 $ 25,002,257 25,000,000
With J.P. Morgan Securities, Inc.:
616998PNAt 3.25%, dated 11/30/93 due 12/1/93:
U.S. Treasury Obligations
(principal amount $25,387,151)
8.50%, 2/15/00 25,002,257 25,000,000
With Morgan Stanley & Co., Inc.:
61799JXVAt 3.25%, dated 11/30/93 due 12/1/93:
U.S. Treasury Obligations
(principal amount $127,507,437)
3.13% to 3.28%,
3/31/94 to 5/12/94 $ 125,011,285 $ 125,000,000
With Nikko Securities International:
67999APXAt 3.25%, dated 11/30/93 due 12/1/93:
U.S. Treasury Obligations
(principal amount $25,565,500)
8%, 5/15/01 25,002,257 25,000,000
With Swiss Bank Corporation:
82999A2NAt 3.25%, dated 11/30/93 due 12/1/93:
U.S. Treasury Obligations
(principal amount $25,515,535)
5.5%, 2/15/95 25,002,257 25,000,000
In a joint trading account
99799MGQ(U.S. Treasury Obligations)
dated 11/30/93, due 12/1/93
(Note 2) At 3.28% 104,530,533 104,521,000
TOTAL REPURCHASE AGREEMENTS 329,521,000
TOTAL INVESTMENTS - 100% $ 528,831,237
Total Cost for Income Tax Purposes-$528,831,237
INCOME TAX INFORMATION:
At November 30,1993, the fund had a capital loss carryforward of
approximately $37,400 of which $29,000 and $8,400 will expire on November
30, 1999, and 2001, respectively.
FINANCIAL STATEMENTS
Statement of Assets and Liabilities
DRAFT
<TABLE>
<CAPTION>
<S> <C> <C>
November 30, 1993
ASSETS
Investment in securities, at value $ 528,831,237
(including repurchase
agreements of $329,521,000)
(Notes 1 and 2) - See
accompanying schedule
Cash 94,032
Interest receivable 344,969
TOTAL ASSETS 529,270,238
LIABILITIES
Payable for investments $ 6,106,576
purchased
Dividends payable 93,070
Accrued management fee 192,172
TOTAL LIABILITIES 6,391,818
NET ASSETS $ 522,878,420
Net Assets consist of:
Paid in capital $ 522,863,216
Accumulated net realized gain 15,204
(loss) on investments
NET ASSETS, for 522,863,216 $ 522,878,420
shares outstanding
NET ASSET VALUE, offering price $1.00
and redemption price per share
($522,878,420 (divided by) 522,863,216
shares)
</TABLE>
Statement of Operations
DRAFT
Year Ended November 30, 1993
INTEREST INCOME $ 27,151,553
EXPENSES
Management fee (Note 3)
$ 3,625,261
Non-interested trustees'
compensation 5,880
TOTAL EXPENSES 3,631,141
NET INTEREST INCOME 23,520,412
NET REALIZED GAIN (LOSS) ON (8,438)
INVESTMENTS (NOTE 1)
NET INCREASE IN NET ASSETS $ 23,511,974
RESULTING FROM OPERATIONS
Statement of Changes in Net Assets
DRAFT
<TABLE>
<CAPTION>
<S> <C> <C>
YEARS ENDED NOVEMBER 30,
1993 1992
INCREASE (DECREASE) IN NET ASSETS
Operations $ 23,520,412 $ 38,105,567
Net interest income
Net realized gain (loss) on investments (8,438) 7,101
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 23,511,974 38,112,668
Dividends to shareholders from net interest income (23,520,412) (38,105,567)
Share transactions at net asset value of $1.00 per share 802,949,416 1,352,375,413
Proceeds from sales of shares
Reinvestment of dividends from net interest income 19,518,253 31,757,186
Cost of shares redeemed (1,384,543,667) (1,394,659,417)
Net increase (decrease) in net assets resulting from share
transactions (562,075,998) (10,526,818)
TOTAL INCREASE (DECREASE) IN NET ASSETS (562,084,436) (10,519,717)
NET ASSETS
Beginning of period 1,084,962,856 1,095,482,573
End of period $ 522,878,420 $ 1,084,962,856
</TABLE>
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 1993
1. SIGNIFICANT ACCOUNTING POLICIES.
State and Local Asset Management Series: Government Money Market Portfolio
(the fund) is a fund of Fidelity Institutional Investors Trust (the trust)
and is authorized to issue an unlimited number of shares. The trust is
registered under the Investment Company Act of 1940, as amended (the 1940
Act), as an open-end management investment company organized as a Delaware
business trust. The following summarizes the significant accounting
policies of the fund:
SECURITY VALUATION. As permitted under Rule 2a-7 of the 1940 Act, and
certain conditions therein, securities are valued initially at cost and
thereafter assume a constant amortization to maturity of any discount or
premium.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INTEREST INCOME. Interest income, which includes amortization of premium
and accretion of original issue discount, is accrued as earned.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Dividends are declared daily and paid
monthly from net interest income.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible
for determining that the value of these underlying securities remains at
least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other registered
investment companies having management contracts with FMR, may transfer
uninvested cash balances into a joint trading account. These balances are
invested in one or more repurchase agreements that are collateralized by
U.S. Treasury or Federal Agency obligations.
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As the fund's investment adviser, Fidelity Management &
Research Company (FMR) receives a fee that is computed daily at an annual
rate of .43% of the fund's average net assets.
SUB-ADVISER FEE. As the fund's investment sub-adviser, FMR Texas Inc., a
wholly owned subsidiary of FMR, receives a fee from FMR of 50% of the
management fee payable to FMR. The fee is paid prior to any voluntary
expense reimbursements which may be in effect, and after reducing the fee
for any payments by FMR pursuant to the fund's Distribution and Service
Plan.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and Service
Plan (the Plan), and in accordance with Rule 12b-1 of the 1940 Act, FMR or
the fund's distributor, Fidelity Distributors Corporation (FDC), an
affiliate of FMR, may use their resources to pay administrative and
promotional expenses related to the sale of the fund's shares. Subject to
the approval of the Board of Trustees, the Plan also authorizes payments to
third parties that assist in the sale of the fund's shares or render
shareholder support services. FMR or FDC has informed the fund that
payments made to third parties under the Plan amounted to $22,452 for the
period.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees and Shareholders of Fidelity Institutional Investors Trust:
State and Local Asset Management Series: Government Money Market Portfolio:
We have audited the accompanying statement of assets and liabilities of
Fidelity Institutional Investors Trust: State and Local Asset Management
Series: Government Money Market Portfolio, including the schedule of
portfolio investments, as of November 30, 1993, and the related statement
of operations for the year then ended, the statements of changes in net
assets for each of the two years in the period then ended, and the
financial highlights for each of the six years in the period then ended and
the period August 27,1987 (Commencement of Operations) to November 30,
1987. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of November 30 ,1993 by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Institutional Investors Trust: State and Local Asset Management
Series: Government Money Market Portfolio as of November 30, 1993, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the
financial highlights for each of the six years in the period then ended,
and the period August 27,1987 (Commencement of Operations) to November 30,
1987 in conformity with generally accepted accounting principles.
COOPERS & LYBRAND
Dallas, Texas
December 23, 1993
NEITHER THE FUNDS NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK AND FUND
SHARES ARE NOT BACKED OR GUARANTEED BY
ANY BANK OR INSURED BY THE FDIC.
page 19 = BLANK
Do not strip-in this type
page 20 = BLANK
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STATE AND LOCAL ASSET MANAGEMENT SERIES:
GOVERNMENT MONEY MARKET PORTFOLIO
(A SERIES OF FIDELITY INSTITUTIONAL INVESTORS TRUST) 82 DEVONSHIRE STREET
STATEMENT OF ADDITIONAL INFORMATION BOSTON, MASSACHUSETTS 02109
This Statement is not a prospectus but should be read in conjunction with
the fund's current Prospectus (dated January 20, 1994). Please retain
this Statement for future reference. The Annual Report for the fiscal
year ended November 30, 1993 is incorporated into the Prospectus. To
obtain an additional copy of the Prospectus and Annual Report or Statement
of Additional Information, please call Fidelity Distributors
Corp oration: Nationwide 800-343-9222.
TABLE OF CONTENTS
Investment Policies and Limitations 2
Portfolio Transactions 4
Valuation of Portfolio Securities 6
Performance 6
Additional Purchase and Redemption Information 8
Distributions and Taxes 8
FMR 9
Trustees and Officers 9
Management Contract 11
Distribution and Service Plan 12
Contracts with Companies Affiliated with FMR 12
Description of the Trust 13
Financial Statements 14
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
SUB-ADVISER
FMR Texas Inc. (FMR Texas)
DISTRIBUTOR
Fidelity Distributors Corporation (Distributors)
TRANSFER AGENT
Fidelity Investments Institutional Operations Company (FIIOC)
CUSTODIAN
Morgan Guaranty Trust Company of New York
(Morgan or the Bank)
January 20, 1994
SLAMG-SAI-194
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 the 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.
The fund's fundamental policies and limitations may not be changed without
approval of a "majority of the outstanding voting securities" (as defined
in the Investment Company Act of 1940 (1940 Act)) of the fund. However,
except for the fundamental investment limitations set forth below, the
investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval. The following are the fund's fundamental investment
limitations set forth in their entirety. The fund may not:
(1) purchase the securities of any issuer (other than obligations issued or
guaranteed by the Government of the United States or its agencies or
instrumentalities) if, as a result, more than 5% of the value of its total
assets would be invested in the securities of any single issuer, or it
would hold more than 10% of the outstanding voting securities of such
issuer, except that up to 25% of the fund's assets may be invested without
regard to these limitations;
(2) issue bonds or any other class of security preferred over shares of the
fund in respect of the fund's assets or income;
(3) sell securities short, unless it owns, or by virtue of ownership of
other securities has the right to obtain, securities equivalent in kind and
amount to the securities sold;
(4) purchase securities on margin, except that the fund may obtain such
short-term credits as are necessary for the clearance of transactions;
(5) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of the fund's total assets (less liabilities
other than borrowings). Any borrowings that come to exceed 33 1/3% of the
fund's total assets by reason of a decline in net assets will be reduced
within three days to the extent necessary to comply with the 33 1/3%
limitation. The fund may engage in reverse repurchase agreements;
(6) underwrite securities issued by others (except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);
(7) purchase the securities of any issuer (other than obligations issued or
guaranteed by the Government of the United States or its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets (taken at current value) would be invested in the securities of
issuers having their principal business activities in the same industry;
(8) 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);
(9) purchase or sell physical commodities, unless acquired as a result of
ownership of securities or other instruments; or
(10) lend any security or make any 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).
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. This policy
is fundamental and may not be changed without shareholder approval.
Investment limitation (5) is construed in conformity with the 1940 Act;
accordingly, "three days" means three days, exclusive of Sundays and
holidays.
The following limitations are not fundamental, and may only be changed upon
90 days' prior notification to shareholders.
(i) The fund may not purchase the voting securities of any issuer.
(ii) The fund may not sell securities short.
(iii) The fund may not borrow money except from a bank for temporary or
emergency purposes. The fund may not purchase a security while borrowings
as described in limitation (5) representing more than 5% of its total
assets are outstanding.
(iv) The fund may not make loans, but this limitation does not apply to
purchases of debt securities or to repurchase agreements.
(v) The fund may not (a) purchase securities of other investment companies,
except in the open market where no commission except the ordinary broker's
commission is paid, or (b) purchase or retain securities issued by other
open-end investment companies. Limitations (a) and (b) do not apply to
securities received as dividends, through offers of exchange, or as a
result of a reorganization, consolidation or merger.
(vi) The fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by domestic or foreign governments or
political subdivisions thereof), if, as a result, more than 5% of its total
assets would be invested in the securities of business enterprises that,
including predecessors, have a record of less than three years of
continuous operation.
(vii) The fund may not invest in oil, gas, or other mineral exploration or
development programs, or leases.
(viii) The fund may not purchase any security or enter into a repurchase
agreement if, as a result, more than 10% of its net assets would be
invested in repurchase agreements not entitling the holder to payment of
principal and interest within seven days and in securities that are
illiquid by virtue of legal or contractual restrictions on resale or the
absence of a readily available market.
(ix) The fund may not engage in reverse repurchase agreements.
(x) The fund may not underwrite securities issued by others.
(xi) The fund may not invest in securities of real estate investment trusts
that are not readily marketable, or invest in securities of real estate
limited partnerships that are not listed on the New York Stock Exchange
(NYSE) or the American Stock Exchange or traded on the NASDAQ National
Market System.
(xii) The fund may not purchase securities of other investment companies,
except as part of a merger or consolidation.
(xiii) The fund may not 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.
AFFILIATED BANK TRANSACTIONS. Pursuant to exemptive orders issued by the
Securities and Exchange Commission (SEC), the fund may engage in certain
transactions with banks that are, or may be considered to be, "affiliated
persons" of the fund under the 1940 Act. Such transactions may be entered
into only pursuant to procedures established, and periodically reviewed, by
the Board of Trustees. These transactions may include repurchase
agreements with custodian banks; purchases, as principal, of short-term
obligations of, and repurchase agreements with, the 50 largest U.S. banks
(measured by deposits); transactions in municipal securities; and
transactions in U.S. government securities with primary dealers in these
securities.
VARIABLE OR FLOATING RATE OBLIGATIONS bear variable or floating interest
rates and carry rights that permit holders to demand payment of the unpaid
principal balance plus accrued interest from the issuers or certain
financial intermediaries. Floating rate instruments have interest rates
that change whenever there is a change in a designated base rate while
variable rate obligations provide for a specified periodic adjustment in
the interest rate. These formulas are designed to result in a market value
for the instrument that approximates its par value.
A demand instrument with a conditional demand feature must have received
both a short-term and a long-term high quality rating or, if unrated, have
been determined to be of comparable quality pursuant to procedures adopted
by the Board of Trustees. A demand instrument with an unconditional demand
feature may be acquired solely in reliance upon a short-term high quality
rating or, if unrated, upon a finding of comparable short-term quality
pursuant to procedures adopted by the Board of Trustees.
The fund may invest in variable or floating rate instruments that
ultimately mature in more than 397 days, if the fund acquires a right to
sell the instruments that meets certain requirements set forth in Rule
2a-7. Variable rate instruments (including instruments subject to a demand
feature) that mature in 397 days or less and U.S. government securities
with a variable rate of interest adjusted no less frequently than 762 days
may be deemed to have maturities equal to the period remaining until the
next adjustment of the interest rate or the period remaining until the
principal amount can be recovered through demand. A floating rate
instrument subject to a demand feature may be deemed to have a maturity
equal to the period remaining until the principal amount can be recovered
through demand.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits to resell that security to the seller
at an agreed-upon price on an agreed-upon date within a number of days from
the date of purchase. The resale price reflects the purchase price plus an
agreed-upon market rate of interest which is unrelated to the coupon rate
or maturity of the purchased security. A repurchase agreement involves the
obligation of the seller to pay the agreed-upon price, which obligation is
in effect secured by the value (at least equal to the amount of the
agreed-upon resale price and marked to market daily) of the underlying
security. The fund may engage in a repurchase agreement with respect to
any security in w hich the fund is authorized to invest even though the
underlying security matures in more than 397 days. While it d oes not
presently appear possible to eliminate all risks from these transactions
(particularly the possibility of a decline in the market value of the
underlying securities, as well as delay and costs to the fund in connection
with bankruptcy proceedings), it is the fund's current policy to limit
repurchase agreements to those parties whose creditworthiness has been
reviewed and found satisfactory by FMR.
DELAYED-DELIVERY TRANSACTIONS. The fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by the fund to purchase or sell specific securities at a
predetermined price and/or yield, with payment and delivery taking place
after the customary settlement period for that type of security (and more
than seven days in the future). Typically, no interest accrues to the
purchaser until the security is delivered.
When purchasing securities on a delayed-delivery basis, the fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because the fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If the fund remains substantially fully
invested at a time when delayed- delivery purchases are outstanding, the
delayed-delivery p urchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, the fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When the fund has sold a security on a
delayed-delivery basis, 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,
the fund could miss a favorable price or yield opportunity, or could suffer
a loss.
The fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment). Investments currently considered
by the fund to be illiquid include repurchase agreements not entitling the
holder to payment of principal and interest within seven days. In the
absence of market quotations, illiquid investments are valued for purposes
of monitoring amortized cost valuation at fair value as determined in good
faith by a committee appointed by the Board of Trustees. 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 seek to take appropriate steps to protect liquidity.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR (either directly or through affiliated
sub-advisers) pursuant to authority contained in its Management Contract.
FMR is also responsible for the placement of transaction orders for other
investment companies and accounts for which it or its affiliates act as
investment adviser. Securities purchased and sold by the fund generally
will be traded on a net basis (i.e., without commission). In selecting
broker-dealers, subject to applicable limitations of the federal securities
laws, FMR will consider 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; and the reasonableness of any commissions.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund and other 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; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). The selection of such broker-dealers
generally is made by FMR (to the extent possible consistent with execution
considerations) based upon the quality of research and execution services
provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the 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 the 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.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive 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
the 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 the fund and 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.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc.
(FBSl), a member of the NYSE and subsidiary of FMR Corp., if the
commissions are fair and reasonable and comparable to commissions charged
by non-affiliated qualified brokerage firms for similar services.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, except in accordance with
regulations of the SEC. Pursuant to such regulations, the Board of
Trustees has approved a written agreement which permits FBSI to effect
portfolio transactions on national securities exchanges and to retain
compensation in connection with such transactions.
The Trustees 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.
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on
the tender of the 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 the fund to seek such recapture.
Although the Trustees and officers of the Trust are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds are managed by
the same investment adviser, particularly when the same security is
suitable for the investment objective of more than one fund.
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 a formula considered by the officers of the funds to be equitable to
each fund. In some cases this system could have a detrimental effect on
the price or value of the security as far as the fund is concerned. In
other cases, however, the ability of the fund to participate in volume
transactions will produce better executions for the fund. It is the
current opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
The fund values its instruments on the basis of amortized cost. This
technique involves valuing an instrument at its cost as adjusted for
amortization of premium or accretion of discount rather than its value
based on current market quotations or appropriate substitutes which reflect
current market conditions. The amortized cost value of an instrument may
be higher or lower than the price the fund would receive if it sold the
instrument.
Valuing the fund's instruments on the basis of amortized cost and use of
the term "money market fund" are permitted by Rule 2a-7 under the 1940 Act.
The fund must adhere to certain conditions under Rule 2a-7; these are
summarized in the Prospectus.
The Board of Trustees of the trust oversees FMR's adherence to SEC rules
concerning money market funds and has established procedures designed to
stabilize the fund's net asset value (NAV) at $1.00. At such intervals as
they deem appropriate, the Trustees consider the extent to which NAV
calculated by using market valuations would deviate from $1.00 per share.
If the Trustees believe that a deviation from the 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.
During periods of declining interest rates, the fund's yield based on
amortized cost may be higher than the yield based on market valuations.
Under these circumstances, a shareholder in the fund would be able to
obtain a somewhat higher yield than would result if the fund utilized
market valuations to determine its NAV per share. The converse would apply
in a period of rising interest rates.
PERFORMANCE
The fund may quote its performance in various ways. All performance
information supplied by the fund in advertising is historical and is not
intended to indicate future returns. In addition to the current yield, the
fund may quote yields in advertising based on any historical seven-day
period. The fund's yield and returns fluctuate in response to market
conditions and other factors.
Yield Calculations. The yield of the fund refers to the income generated
by an investment in the fund over a seven-day period. This income is then
annualized. That is, the amount of income generated by the investment
during that week is assumed to be generated each week over a 52-week period
and is shown as a percentage of the investment. The effective yield is
calculated similarly but, when annualized, the income earned by an
investment in the fund is assumed to be reinvested. The effective yield
although calculated similarly will be slightly higher than the yield
because it assumes that income earned from the investment is reinvested
(the compounding effect of reinvestment).
The fund's yield and effective yield are illustrated below for the
seven-day period ended November 30, 1993 :
YIELD EFFECTIVE YIELD
2.77% 2.81%
Yield information may be useful in reviewing the fund's performance and in
providing a basis for comparison with other investment alternatives.
However, the fund's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. The fund and all other money
market funds calculate their yields using the same methods and standards as
required by applicable regulations. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities held by the respective investment companies they have
chosen to consider.
Investors should recognize that in periods of declining interest rates the
fund's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates the fund's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to the fund from the continuous sale of its shares will likely be
invested in portfolio instruments producing lower yields than the balance
of the fund's portfolio, thereby reducing the current yield of the fund.
In periods of rising interest rates, the opposite can be expected to occur.
Should the fund incur or anticipate any unusual expense, or loss or
depreciation which would adversely affect its NAV or income for a
particular period, the Trustees would at that time consider whether to
adhere to the present dividend policy described above or to revise it in
light of the then prevailing circumstances. For example, if the fund's NAV
were reduced, or were anticipated to be reduced, below $1.00, the Trustees
could suspend further dividend payments until the NAV returned to $1.00.
Thus, such expenses or losses or depreciation could result in your
receiving upon redemption a price per share lower than that which you paid.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions (if any) and any change in the fund's NAV
over the period. Average annual returns are calculated by determining the
growth or decline in value of a hypothetical historical investment in the
fund 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 10 years would produce an average annual
return of 7.18%, which is the steady annual rate that would equal 100%
growth on a compounded basis in 10 years. While average annual returns are
a convenient means of comparing investment alternatives, investors should
realize that the fund'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 the fund.
In addition to average annual returns, the fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, and/or a
series of redemptions, over any time period. Total returns may be broken
down into their components of income and capital (including capital gains
and changes in share price) in order to illustrate the relationship of
these factors and their contributions to total return. Total returns,
yields and other performance information may be quoted numerically or in a
table, graph or similar illustration.
The fund's performance may be compared to the performance of other
mutual funds in general, or to the performance of particular types of
mutual funds. These comparisons may be expressed as mutual fund rankings
prepared by Lipper Analytical Services, Inc. (Lipper), an independent
service located in Summit, New Jersey that monitors the performance of
mutual funds. Lipper generally ranks funds on the basis of total return,
assuming reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences. Lipper may also rank the funds based on yield. In addition
to the mutual fund rankings, the fund's performance may be compared to
mutual fund performance indices prepared by Lipper.
The fund may compare its performance or the performance of securities in
which it may invest to averages published by IBC USA (Publications), Inc.
of Ashland, Massachusetts. These averages assume reinvestment of
distributions. The MONEY FUND AVERAGES(registered trademark)/US Government
and Agency, which is reported in the MONEY FUND REPORT(Registered
trademark), covers over 100 All-Taxable money market funds.
The fund may compare its performance to several products offered by banks
and thrifts. Unlike the fund, bank and thrift products such as Money
Market Deposit Accounts, Super NOW Accounts and certificates of deposit are
FDIC insured. The fund may compare its yield, both the 7-day average net
yield and the effective annual yield, to those of Money Market Accounts,
Super NOW Accounts and Certificates of Deposit quoted in the Bank Rate
Monitor National Index, an average of the quoted rates for 100 leading
banks and thrifts in ten U.S. cities, chosen to represent the ten largest
Consumer Metropolitan Statistical Areas. In addition, the fund may compare
its yield to the Auction Average Discount Rate for 182-day Treasury Bills.
Six-month Treasury bills are issued at a discount from their face value in
weekly auctions. Consequently, their yield is quoted as a yield to
maturity which reflects the accretion of the discount as the bill matures.
The fund may compare its yield to the federal funds rate, which is the
interest rate that banks charge each other for overnight loans through the
Federal Reserve System to meet reserve requirements. Both the yield on
6-month Treasury bills and the federal funds rate are considered to be
sensitive indicators of interest rate trends.
From time to time, in reports and promotional literature, the fund's
performance also may be compared to other mutual funds tracked by financial
or business publications and periodicals. For example, the fund 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. In addition, the fund may quote financial or
business publications and periodicals as they relate to fund management,
investment philosophy, and investment techniques. 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.
The fund may quote from commentary which appears in published newspapers,
magazines and other periodicals and may reference the growth and variety of
money market mutual funds and the adviser's innovation and participation in
the industry.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
The offering of shares of the fund may be suspended for a period of time,
and the fund reserves the right to reject any specific order. Purchase
orders may be refused if, in FMR's opinion, they are of a size that would
disrupt management of the fund.
If the Trustees determine the existing conditions make cash payment
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV. Shareholders r eceiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the 1940 Act, the fund is required to give
shareholders at least 60 days' notice prior to terminating or modifying its
exchange privilege. Under the Rule, the 60-day notification requirement
may be waived if (i) the only effect of a modification would be to reduce
or eliminate an administrative fee, redemption fee, or deferred sales
charge ordinarily payable at the time of an exchange, or (ii) the fund
suspends the redemption of the shares to be exchanged as permitted under
the 1940 Act or the rules and regulations thereunder, or the fund to
be acquired suspends the sale of its shares because it is unable to
invest amounts effectively in accordance with its investment objective and
policies. The fund has notified shareholders that it reserves the right at
any time, without prior notice, to refuse exchange purchases by any person
or group if, in FMR's judgment, the fund would be unable to invest
effectively in accordance with its investment objective and policies or
would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. Dividends from the fund will not normally qualify for the
dividends-received deduction available to corporations, since the fund's
income is primarily derived from interest income and short-term capital
gains. The fund will provide information on the portion of the fund's
dividends, if any, that qualifies for this exemption.
CAPITAL GAIN DISTRIBUTIONS. The fund may distribute short-term capital
gains once a year or more often as necessary to maintain its net asset
value of $1.00 per share or to comply with distribution requirements under
federal tax law. The fund does not anticipate earning long-term capital
gains on securities held by the fund.
STATE AND LOCAL TAX ISSUES. For mutual funds organized as business
trusts, most states' laws provide for a pass-through of the state and local
income tax exemption afforded to direct owners of U.S. government
securities. Therefore, for residents of most states, the tax treatment of
your dividend distributions from the fund will be the same as if you
directly owned your proportionate share of the fund's portfolio securities.
Thus, because the income earned on most U.S. government securities in which
the fund invests is exempt from state and local income taxes in most
states, the portion of your dividends from the fund attributable to these
securities will also be free from income taxes in those states. The
exemption from state and local income taxation does not preclude states
from asserting other taxes on the ownership of U.S. government
securities.
TAX STATUS OF THE FUND. The fund has qualified and intends to qualify as a
"regulated investment company" under the Internal Revenue Code of 1986, as
amended (the Code), so that it will not be liable for federal income or
excise taxes on net investment income or capital gains to the extent that
these are distributed to shareholders in accordance with applicable
provisions of the Code.
FMR
FMR is a wholly owned subsidiary of FMR Corp., a parent company organized
in 1972. At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions: Fidelity Service Co. (FSC),
which is the transfer and shareholder servicing agent for certain of the
portfolios advised by FMR; FIIOC, which performs shareholder servicing
functions for certain institutional customers; and Fidelity Investments
Retail Marketing Company, which provides marketing services to various
companies within the Fidelity organization.
Several affiliates of FMR also are engaged in the investment advisory
business. Fidelity Management Trust Company provides trustee, investment
advisory, and administrative services to retirement plans and corporate
employee benefit accounts. Fidelity Management & Research (U.K.) Inc.
(FMR U.K.) and Fidelity Management & Research (Far East) Inc. (FMR Far
East), both wholly owned subsidiaries of FMR formed in 1986, supply
investment research, and may supply portfolio management services, to FMR
in connection with certain funds advised by FMR. Analysts employed by FMR,
FMR U.K. and FMR Far East research and visit thousands of domestic and
foreign companies each year. FMR Texas, a wholly owned subsidiary of FMR
formed in 1989, supplies portfolio management and research services in
connection with certain money market funds advised by FMR.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the fund are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. Trustees and officers elected or
appointed to Income Portfolios prior to the fund's conversion from a series
of that trust to a series of Fidelity Institutional Investors Trust served
Income Portfolios in identical capacities. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. Unless
otherwise noted, the business address of each Trustee and officer is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the address
of FMR. Those Trustees who are "interested persons" (as defined in the
1940 Act) by virtue of their affiliation with either the fund or FMR, are
indicated by an asterisk (*).
*EDWARD C. JOHNSON 3D, Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc. (1989), Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.
*J. GARY BURKHEAD, Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc. (1989), Fidelity
Management & Research (U.K.) Inc. and Fidelity Management &
Research (Far East) Inc.
RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is
President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990). Prior to his retirement in March 1990, Mr. Cox was
President and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Bonneville Pacific
Corporation (independent power, 1989) and CH2M Hill Companies
(engineering). In addition, he served on the Board of Directors of the
Norton Company (manufacturer of industrial devices, 1983-1990) and
continues to serve on the Board of Directors of the Texas State Chamber of
Commerce, and is a member of advisory boards of Texas A&M University
and the University of Texas at Austin.
PHYLLIS BURKE DAVIS, 340 E. 64th Street #22C, New York, NY, Trustee
(1992). Prior to her retirement in September 1991, Mrs. Davis was the
Senior Vice President of Corporate Affairs of Avon Products, Inc. She is
currently a Director of BellSouth Corporation (telecommunications), Eaton
Corporation (manufacturing, 1991), and the TJX Companies, Inc. (retail
stores, 1990), and previously served as a Director of Hallmark Cards, Inc.
(1985-1991) and Nabisco Brands, Inc. In addition, she serves as a Director
of the New York City Chapter of the National Multiple Sclerosis Society,
and is a member of the Advisory Council of the International Executive
Service Corps. and the President's Advisory Council of The University of
Vermont School of Business Administration (1988).
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant. Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices). He is
currently a Director of Mechanics Bank and a Trustee of College of the Holy
Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 3881-2 Lander Road, Chagrin Falls, OH, Trustee (1990).
Prior to his retirement in 1984, Mr. Jones was Chairman and Chief Executive
Officer of LTV Steel Company. Prior to May 1990, he was Director of
National City Corporation (a bank holding company) and National City Bank
of Cleveland. He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation (1988), Hyster-Yale Materials Handling, Inc. (1989), and
RPM, Inc. (manufacturer of chemical products, 1990). In addition, he
serves as a Trustee of First Union Real Estate Investments; Chairman of the
Board of Trustees and a member of the Executive Committee of the Cleveland
Clinic Foundation, a Trustee and a member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic
Florida.
DONALD J. KIRK, 680 Steamboat Road, Apartment #1-North, Greenwich, CT,
Trustee, is a Professor at Columbia University Graduate School of Business
and a financial consultant. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), the National Arts Stabilization Fund, Greenwich
Hospital Association (1989), and Valuation Research Corp. (appraisals and
valuations, 1993).
*PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992). Prior
to his retirement on May 31, 1990, he was a Director of FMR (1989) 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). He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction, 1988). 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
(1990).
GERALD C. MCDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1989),
is Chairman of G.M. Management Group (strategic advisory services). Prior
to his retirement in July 1988, he was Chairman and Chief Executive Officer
of Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration,
1989), and Commercial Intertech Corp. (water treatment equipment, 1992) and
Associated Estates Realty Corporation (a real estate investment trust,
1993).
EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Trustee
(1988). Prior to his retirement in 1985, Mr. Malone was Chairman, General
Electric Investment Corporation and a Vice President of General Electric
Company. He is a Director of Allegheny Power Systems, Inc. (electric
utility), General Re Corporation (reinsurance) and Mattel Inc. (toy
manufacturer). He is also a Trustee of Rensselaer Polytechnic Institute
and of Corporate Property Investors and a member of the Advisory Boards of
Butler Capital Corporation Funds and Warburg, Pincus Partnership Funds.
MARVIN L. MANN, 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991). Prior to 1991, he held the
positions of Vice President of International Business Machines Corporation
("IBM") and President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co. In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).
THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Trustee (1988), is President of The Wales Group, Inc. (management and
financial advisory services). Prior to retiring in 1987, Mr. Williams
served as Chairman of the Board of First Wachovia Corporation (bank holding
company), and Chairman and Chief Executive Officer of The First National
Bank of Atlanta and First Atlanta Corporation (bank holding company). He
is currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software, 1988), Georgia Power Company (electric utility), Gerber
Alley & Associates, Inc. (computer software), National Life Insurance
Company of Vermont, American Software, Inc. (1989), and AppleSouth, Inc.
(restaurants, 1992).
GARY L. FRENCH, Treasurer (1991). Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and
Senior Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).
ARTHUR S. LORING, Secretary, is Senior Vice President and General
Counsel of FMR, Vice President-Legal of FMR Corp., and Vice President and
Clerk of FDC.
THOMAS D. MAHER, Assistant Vice President (1991), is Assistant Vice
President of Fidelity's money market funds and Vice President and Associate
General Counsel of FMR Texas Inc. (1990).
Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become eligible to participate in a defined
retirement program under which they receive payments during their lifetime
from the fund based on their basic trustee fees and length of service.
Currently, Messrs. Robert L. Johnson, William R. Spaulding, Bertram H.
Witham, and David L. Yunich participate in the program.
As of November 30, 1993, the Trustees and officers owned in the
aggregate less than 1% of the outstanding shares of the fund.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services to
the fund. Under FMR's Management Contract with the 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 the fund
with all necessary office facilities and personnel for servicing the fund's
investments, and compensates all officers of the fund, all Trustees who are
"interested persons" of the trust or of FMR, and all personnel of the trust
or of 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, provides the management and
administrative services necessary for the operation of the fund. These
services include providing facilities for maintaining the fund's
organization, supervising relations with custodians, transfer and pricing
agents, accountants, underwriters and other persons dealing with the fund,
preparing all general shareholder communications and conducting shareholder
relations, maintaining the fund's records, and the registration of the
fund's shares under federal and state law, developing management and
shareholder services for the fund and furnishing reports, evaluations and
analyses on a variety of subjects to the Board of Trustees.
FMR pays all of the expenses of the fund, except as described below.
Specific expenses payable by FMR include, without limitation, the fees and
expenses of registering and qualifying the fund and its shares for
distribution under federal and state securities laws; expenses of
typesetting for printing the Prospectus and Statement of Additional
Information; custodian charges, auditing and legal expenses; insurance
expense; association membership dues; and the expenses of mailing reports
to shareholders, shareholder meetings and proxy solicitations. Transfer
agent and dividend disbursing services are provided by FIIOC and portfolio
and general accounting record maintenance are provided through FSC, the
costs of which services are borne by FMR pursuant to its Management
Contract with the fund.
FMR pays all other expenses of the fund with the following exceptions:
compensation of all Trustees of the trust who are not "interested persons"
of the trust or of FMR; interest on borrowings; taxes; brokerage
commissions (if any); and such nonrecurring expenses as may arise,
including costs of litigation to which the fund may be a party, and any
obligation it may have to indemnify its officers and Trustees with respect
to such litigation.
For the services of FMR under the Management Contract, the fund pays FMR a
monthly management fee at the annual rate of .43% of the average net assets
of the fund throughout the month. The management fee paid to FMR is
reduced by an amount equal to the compensation paid to those Trustees who
are not "interested persons" of the Trust or FMR. For the fiscal years
ended November 30, 1993, 1992, and 1991 the management fee s amounted
to $3,631,141, $4,472,564, and $4,370,313, respectively.
FMR may, from time to time, agree to reimburse the fund for the expenses
above a specified percentage of average net assets. 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 the fund's yield and reimbursement by
the fund will lower its yield.
To comply with the California Code of Regulations, FMR will reimburse the
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2% of the first $30 million, 2% of the next $70
million, and 1% of average net assets in excess of $100 million. When
calculating the fund's expenses for purposes of this regulation, the fund
may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its distribution plan expenses.
SUB-ADVISER. FMR has entered into a sub-advisory agreement with FMR Texas
Inc. (FMR Texas) pursuant to which FMR Texas has primary responsibility for
providing portfolio investment management services to the fund.
Under the sub-advisory agreement, FMR pays FMR Texas fees equal to 50% of
the management fee payable to FMR under its management contract with the
fund. The fees paid to FMR Texas are not reduced by any voluntary or
mandatory expense reim bursements that may be in effect from time to
time. For the fiscal years ended November 30, 1993, 1992 and 1991, the
fund paid FMR Texas fees that amounted to $1,804,345, $2,216,048, and
$2,166,735, respectively.
FMR Texas, a wholly owned subsidiary of FMR, was formed in 1989 and
registered under the Investment Advisers Act of 1940 on June 9, 1989 to
provide investment management services to money market mutual funds; to
advise FMR generally with respect to money market instruments; and to
manage or provide advice with respect to cash flow management.
DISTRIBUTION AND SERVICE PLAN
The fund has adopted a Distribution and Service Plan (the Plan) under Rule
12b-1 (the Rule) of the 1940 Act. 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 adopted by the fund under the Rule. The Trustees
have adopted the Plan to allow the fund and FMR to incur certain expenses
that might be considered, in some cases, to constitute direct or indirect
payment by the fund of distribution expenses. Under the Plan, if the
payment by the fund to FMR of management fees should be deemed to be
indirect financing by the fund of the distribution of its shares, such
payment is authorized by the Plan.
The Plan specifically recognizes that FMR, either directly or through FDC,
may use its management fee revenue, past profits or other resources,
without limitation, to pay promotional and administrative expenses in
connection with the offer and sale of shares of the fund. In addition, the
Plan provides that FMR may use its resources, including its management fee
revenues, to make payments to third parties that provide assistance in
selling shares of the fund or to third parties, including banks, that
render share holder support services. Payment made by FMR under the Plan
during the year ended November 30, 1993 amounted to $22,452.
The Plan was approved by shareholders on December 14, 1988. As required by
the Rule, the Trustees carefully considered all pertinent factors relating
to the implementation of the Plan prior to its approval, and have
determined that there is a reasonable likelihood that the Plan will benefit
the fund and its shareholders. In particular, the Trustees noted that the
Plan does not authorize payments by the fund other than those made to FMR
under the Management Contract with the fund. To the extent that the Plan
gives FMR and FDC greater flexibility in connection with the distribution
of shares of the fund, additional sales of the fund's shares may result.
Additionally, certain shareholder support services may be provided more
effectively under the Plan by local entities with whom shareholders have
other relationships.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, in FDC's opinion the Act should not
preclude a bank from performing shareholder support services, servicing and
recordkeeping functions. FDC intends to engage banks only to perform such
functions. However, changes in federal or state statutes and regulations
pertaining to the permissible activities of banks and their affiliates or
subsidiaries, as well as further judicial or administrative decisions or
interpretations, could prevent a bank from continuing to perform all or a
part of the contemplated services. If a bank were prohibited from so
acting, the Trustees would consider what actions, if any, would be
necessary to continue to provide efficient and effective shareholder
services. In such event, changes in the operation of the fund 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. The fund may execute portfolio transactions with
and purchase securities issued by depository institutions that receive
payments under their respective Plan. No preference will be shown in the
selection of investments for the instruments of such depository
institutions.
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
FIIOC, an affiliate of FMR, 82 Devonshire Street, Boston, Massachusetts
02109 is the transfer, dividend disbursing and shareholder servicing agent
for the fund and maintains one or more accounts for each shareholder
expressed in terms of full or fractional shares rounded to the nearest
1/1000th of a share. FSC calculates the fund's NAV and dividends, and
maintains the fund's general accounting records.
The fund has a Distribution Agreement with FDC, a Massachusetts corporation
organized on July 18, 1960. 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 Agreement calls for FDC to use
all reasonable efforts, consistent with its other business, to secure
purchasers for shares of the fund, which are continuously offered at net
asset value. Promotional and administrative expenses in connection with
the offer and sale of shares are paid by FMR.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. State and Local Asset Management Series: Government
Money Market Portfolio is a portfolio of Fidelity Institutional
Investors Trust (the trust), an open-end management investment company
organized as a Delaware business trust on January 29, 1992. The fund
acquired all of the assets of State and Local Asset Management Series:
Government Money Market Portfolio a series of Income Portfolios on January
29, 1992 pursuant to an agreement approved by shareholders on November 13,
1991. The Delaware trust, which was organized on June 20, 1991 under the
name Income Portfolios II, succeeded to the name Income Portfolios. On
January 15, 1992, the Board voted to change the Delaware trust's name to
Fidelity Institutional Investors Trust. Currently, the fund is the only
portfolio of the trust. The Trust Instrument permits the Trustees to
create additional portfolios.
In the event that FMR ceases to be investment adviser to the trust or a
portfolio of the trust, the right of the fund to use the identifying name
"Fidelity" may be withdrawn.
The assets of the trust received for the issue or sale of the shares of its
portfolios and all income, earnings, profits, and proceeds thereof, subject
only to the rights of creditors, are especially allocated to each
portfolio, and constitute the underlying assets of such portfolio. The
underlying assets of each portfolio are segregated on the books of account,
and are to be charged with the liabilities with respect to such portfolio
and with a share of the general expenses of its trust. Expenses with
respect to the trust are to be allocated in proportion to the asset value
of the respective portfolios, except where allocations of direct expense
can otherwise be fairly made. The officers of the trust, subject to the
general supervision of the Board of Trustees, have the power to determine
which expenses are allocable to a given portfolio, or which are general or
allocable to the portfolios. In the event of the dissolution or
liquidation of the trust, the holders of the shares of each portfolio are
entitled to receive as a class the underlying assets of such portfolio
available for distribution.
SHAREHOLDER AND TRUSTEE 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 and
requires that a disclaimer be given in each contract entered into or
executed by the trust or the Trustees. The Trust Instrument provides for
indemnification out of each portfolio's property of any shareholder or
former shareholder held personally liable for the obligations of the
portfolio. The Trust Instrument also provides that each portfolio shall,
upon request, assume the defense of any claim made against any shareholder
for any act or obligation of the portfolio 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 the portfolio is unable to meet its obligations. FMR believes
that, in view of the above, the risk of personal liability to shareholders
is extremely remote.
The Trust Instrument further provides that the Trustees, if they have
exercised reasonable care, shall not be personally liable to any person
other than the trust or its shareholders; moreover, the Trustees shall not
be liable for any conduct whatsoever, provided that a Trustee is not
protected against any liability to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office.
VOTING RIGHTS. The fund's capital consists of shares of beneficial
interest. The shares have no preemptive or conversion rights; the voting
and dividend rights, the right of redemption, and the privilege of exchange
are described in the Prospectus. Shares are fully paid and nonassessable,
except as set forth under the heading "Shareholder and Trustee Liability"
above. Shareholders representing 10% or more of the trust or a portfolio
may, as set forth in the Trust Instrument, call meetings of the trust or
portfolio for any purpose related to the trust or portfolio, as the case
may be, including, in the case of a meeting of the entire trust, the
purpose of voting on removal of one or more Trustees. The trust or any
portfolio may be terminated upon the sale of its assets to, or merger with,
another open-end management investment company or series thereof, or upon
liquidation and distribution of its assets. Generally such terminations
must be approved by vote of the holders of a majority of the outstanding
shares of the trust or the portfolio; however, the Trustees may, without
prior shareholder approval, change the form of organization of the trust by
merger, consolidation, or incorporation. If not so terminated or
reorganized, the trust and its portfolios will continue indefinitely.
Under the Trust Instrument, the Trustees may, without shareholder vote,
cause the trust to merge or consolidate into one or more trusts,
partnerships or corporations or cause the trust to be incorporated under
Delaware law, so long as the surviving entity is an open-end management
investment company that will succeed to or assume the trust registration
statement. The trust may also invest all of its assets in another
investment company.
CUSTODIAN. Morgan Guaranty Trust Company of New York, 60 Wall Street, New
York, New York 10260, is custodian of the assets of the fund. The
custodian takes no part in determining the investment policies of the fund
or in deciding which securities are purchased or sold by the fund. The
fund, however, may invest in obligations of the custodian and may purchase
or sell securities from or to the custodian.
FMR, its officers and directors, its affiliated companies, and the trust's
Trustees may from time to time have transactions with various banks,
including banks servicing as custodians for certain of the funds advised by
FMR. Transactions that have occurred to date have included 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. Coopers & Lybrand, 1999 Bryan Street, Dallas, Texas serves
as the Trust's independent accountant. The auditor examines financial
statements for the fund and provides other audit, tax, and related
services.
FINANCIAL STATEMENTS
The Annual Report for the fiscal year ended November 30, 1993 is
incorporated into the fund's Prospectus.
PART C. OTHER INFORMATION
Item 24.
(a) Financial Statements for the fiscal year ending November 30, 1993 are
incorporated into the Prospectus.
(b) Exhibits:
(1)(a) Trust Instrument dated June 20, 1991 is incorporated herein by
reference to Exhibit 1(a) to the Registration Statement.
(2) By-Laws of the Trust are incorporated herein by reference to Exhibit
2 to the Registration Statement.
(3) None.
(4) None.
(5)(a) Form of Management Contract between Income Portfolios II: State
and Local Asset Management Series: Government Money Market Portfolio and
Fidelity Management & Research Company is incorporated herein by
reference to Exhibit 5(a) to the Registration Statement.
(b) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company and FMR Texas Inc. on behalf of Income Portfolios II:
State and Local Asset Management Series: Government Money Market Portfolio
is incorporated herein by reference to Exhibit 5(b) to the Registration
Statement.
(6)(a) Form of General Distribution Agreement between Income Portfolios
II: State and Local Asset Management Series: Government Money Market
Portfolio is incorporated herein by reference to Exhibit 6(a) to the
Registration Statement.
(7) Retirement Plan for Non-Interested Person, Trustees, Directors or
General Partners is incorporated herein by reference to Exhibit 7 to the
Registration Statement.
(8)(a) Amendment to Custodian Agreement between Institutional
Investors Trust and Morgan Guaranty Trust Company of New York dated
September 1, 1992 is incorporated herein by reference to Exhibit 8(b) to
the Registration Statement.
(9)(a) Amended Transfer Agent Agreement between Income Portfolios and
Fidelity Investments Institutional Operations Company, dated June 1, 1989
is incorporated herein by reference to Exhibit 9(a) to the Registration
Statement.
(b) Appointment of Sub-Transfer Agent and Schedule A for the State and
Local Asset Management Series: Government Money Market Portfolio, dated
June 1, 1989 is incorporated herein by reference to Exhibit 9(b) to the
Registration Statement.
(c) Amended Service Agreement between Income Portfolios and Fidelity
Service Company, dated June 1, 1989 is incorporated herein by reference as
Exhibit 9(d) to the Registration Statement.
(d) Appointment of Sub-Servicing Agent and Schedule B and C for State and
Local Asset Management Series: Government Money Market Portfolio, dated
June 1, 1989 is incorporated herein by reference to Exhibit 9(e) to the
Registration Statement.
(10) None.
(11) Consent and opinions of the Fund's independent accountants are filed
herein as Exhibit 11.
(12) None.
(13) Not Applicable.
(14) None.
(15)(a) Distribution and Service Plan pursuant to Rule 12b-1 for Income
Portfolios II: State and Local Asset Management Series: Government Money
Market Portfolio is incorporated herein by reference to Exhibit 15(a) to
the Registration Statement.
16. A schedule for computation of performance quotations for the Portfolio
is incorporated herein by reference to Exhibit 16 to the Registration
Statement.
Item 25. Persons Controlled by or under Common Control with Registrant
The Board of Trustees of the Registrant is the same as the Boards of other
Fidelity funds managed by Fidelity Management & Research Company. In
addition, the officers of these funds are substantially identical.
Nonetheless, Registrant takes the position that is not under common control
with these other funds since the power residing in the respective Boards
and officers arises as the result of an official position with the
respective funds.
Item 26. Number of Holders of Securities
November 30, 1993
Title of Class: Shares of Beneficial Interest
Name of Series Number of Record Holders
State and Local Asset Management Series:
Government Money Market Portfolio 587
Item 27. Indemnification
Pursuant to Del. Code Ann. title 12 (sub section) 3817, a Delaware
business trust may provide in its governing instrument for the
indemnification of its officers and trustees from and against any and call
claims and demands whatsoever. Article X, Section 10.02 of the Declaration
of Trust states that the Registrant shall indemnify any present 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, officer, or both, 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
Registrant 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 Registrant.
In the event of a settlement, no indemnification may be provided unless
there has been a determination, as specified in the Declaration of Trust,
that the officer or trustee did not engage in disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Registrant
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 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 Registrant
included a materially misleading statement or omission. However,t he
Registrant 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 Registrant by or on behalf
of the Distributor. The Registrant does not agree to indemnify the parties
against any liability to which they would be subject by reason of their own
disabling conduct.
Pursuant to the agreement by which Fidelity Service Company ("Service") is
appointed sub-transfer agent, the Transfer Agent agrees to indemnify
Service for its losses, claims, damages, liabilities and expenses to the
extent the Transfer Agent is entitled to and receives indemnification from
the Registrant for the same events. Under the Transfer Agency Agreement,
the Registrant agrees to indemnify and hold the Transfer Agent harmless
against any losses, claims, damages, liabilities, or expenses resulting
from:
(1) any claim, demand, action or suit brought by any person other than
the Registrant, which names the Transfer Agent and/or the Registrant as a
party and is not based on and does not result from the Transfer Agent's
willful misfeasance, bad faith, negligence or reckless disregard of its
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, negligence or
reckless disregard of its duties) which results from the negligence of the
Registrant, 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 Registrant, 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 Registrant, 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 28. Business and Other Connections of Investment Adviser
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY
FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.
<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman of the Executive Committee of FMR; President and
Chief Executive Officer of FMR Corp.; Chairman of the Board
and a Director of FMR, FMR Corp., FMR Texas Inc. (1989),
Fidelity Management & Research (U.K.) Inc. and Fidelity
Management & Research (Far East) Inc.; President and
Trustee of funds advised by FMR;
J. Gary Burkhead President of FMR; Managing Director of FMR Corp.; President
and a Director of FMR Texas Inc. (1989), Fidelity Management
& Research (U.K.) Inc. and Fidelity Management &
Research (Far East) Inc.; Senior Vice President and Trustee of
funds advised by FMR.
Peter S. Lynch Vice Chairman of FMR (1992).
David Breazzano Vice President of FMR (1993) and of a fund advised by FMR.
Stephan Campbell Vice President of FMR (1993).
Rufus C. Cushman, Jr. Vice President of FMR and of funds advised by FMR; Corporate
Preferred Group Leader.
Will Danof Vice President of FMR (1993) and of a fund advised by FMR.
Scott DeSano Vice President of FMR (1993).
Penelope Dobkin Vice President of FMR (1990) and of a fund advised by FMR.
Larry Domash Vice President of FMR (1993).
George Domolky Vice President of FMR (1993) and of a fund advised by FMR.
Charles F. Dornbush Senior Vice President of FMR (1991); Chief Financial Officer of
the Fidelity funds; Treasurer of FMR Texas Inc. (1989), Fidelity
Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
Robert K. Duby Vice President of FMR.
Margaret L. Eagle Vice President of FMR and of a fund advised by FMR.
Kathryn L. Eklund Vice President of FMR (1991).
Richard B. Fentin Senior Vice President of FMR (1993) and of a fund advised by
FMR.
Daniel R. Frank Vice President of FMR and of funds advised by FMR.
Gary L. French Vice President of FMR (1991) and Treasurer of the funds advised
by FMR (1991). Prior to assuming the position as Treasurer he
was Senior Vice President, Fund Accounting - Fidelity
Accounting & Custody Services Co. (1991) (Vice President,
1990-1991); and Senior Vice President, Chief Financial and
Operations Officer - Huntington Advisers, Inc. (1985-1990).
Michael S. Gray Vice President of FMR and of funds advised by FMR.
Barry A. Greenfield Vice President of FMR and of a fund advised by FMR.
William J. Hayes Senior Vice President of FMR (1989); Income/Growth Group
Leader (1990) and International Group Leader (1990).
Robert Haber Vice President of FMR (1991) and of funds advised by FMR.
Daniel Harmetz Vice President of FMR (1991) and of a fund advised by FMR.
Ellen S. Heller Vice President of FMR (1991).
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
John Hickling Vice President of FMR (1993) and of funds advised by FMR.
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Robert F. Hill Vice President of FMR (1989); and Director of Technical
Research.
Stephan Jonas Vice President of FMR (1993).
David B. Jones Vice President of FMR (1993).
Steven Kaye Vice President of FMR (1993) and of a fund advised by FMR.
Frank Knox Vice President of FMR (1993).
Robert A. Lawrence Senior Vice President of FMR (1993); and High Income Group
Leader.
Alan Leifer Vice President of FMR and of a fund advised by FMR.
Harris Leviton Vice President of FMR (1993) and of a fund advised by FMR.
Bradford E. Lewis Vice President of FMR (1991) and of funds advised by FMR.
Robert H. Morrison Vice President of FMR and Director of Equity Trading.
David Murphy Vice President of FMR (1991) and of funds advised by FMR.
Jacques Perold Vice President of FMR (1991).
Brian Posner Vice President of FMR (1993) and of a fund advised by FMR.
Anne Punzak Vice President of FMR (1990) and of funds advised by FMR.
Richard A. Spillane Vice President of FMR (1990) and of funds advised by FMR; and
Director of Equity Research (1989).
Robert E. Stansky Senior Vice President of FMR (1993) and of funds advised by
FMR.
Thomas Steffanci Senior Vice President of FMR (1993); and Fixed-Income Division
Head.
Gary L. Swayze Vice President of FMR and of funds advised by FMR; and
Tax-Free Fixed-Income Group Leader.
Donald Taylor Vice President of FMR (1993) and of funds advised by FMR.
Beth F. Terrana Senior Vice President of FMR (1993) and of funds advised by
FMR.
Joel Tillinghast Vice President of FMR (1993) and of a fund advised by FMR.
Robert Tucket Vice President of FMR (1993).
George A. Vanderheiden Senior Vice President of FMR; Vice President of funds advised by
FMR; and Growth Group Leader (1990).
Jeffrey Vinik Senior Vice President of FMR (1993) and of a fund advised by
FMR.
Guy E. Wickwire Vice President of FMR and of a fund advised by FMR.
Arthur S. Loring Senior Vice President (1993), Clerk and General Counsel of FMR;
Vice President, Legal of FMR Corp.; and Secretary of funds
advised by FMR.
</TABLE>
(2) FMR TEXAS INC. (FMR Texas)
FMR Texas 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.
<TABLE>
<CAPTION>
<S> <C>
Edward C. Johnson 3d Chairman and Director of FMR Texas; Chairman of the
Executive Committee of FMR; President and Chief Executive
Officer of FMR Corp.; Chairman of the Board and a Director
of FMR, FMR Corp., Fidelity Management & Research
(Far East) Inc. and Fidelity Management & Research
(U.K.) Inc.; President and Trustee of funds advised by FMR.
J. Gary Burkhead President and Director of FMR Texas; President of FMR;
Managing Director of FMR Corp.; President and a Director of
Fidelity Management & Research (Far East) Inc. and
Fidelity Management & Research (U.K.) Inc.; Senior
Vice President and Trustee of funds advised by FMR.
Frederic L. Henning Jr. Senior Vice President of FMR Texas; Money Market Group
Leader.
Leland Baron Vice President of FMR Texas (1991) and of funds advised by
FMR.
Thomas D. Maher Vice President of FMR Texas.
Burnell Stehman Vice President of FMR Texas and of funds advised by FMR.
John Todd Vice President of FMR Texas and of funds advised by FMR.
Sarah H. Zenoble Vice President of FMR Texas and of funds advised by FMR.
Charles F. Dornbush Treasurer of FMR Texas; Treasurer of Fidelity Management
& Research (U.K.) Inc.; Treasurer of Fidelity
Management & Research (Far East) Inc.; Senior Vice
President and Chief Financial Officer of the Fidelity funds.
David C. Weinstein Secretary of FMR Texas; Clerk of Fidelity Management
& Research (U.K.) Inc.; Clerk of Fidelity Management
& Research (Far East) Inc.
</TABLE>
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR and the following other funds:
CrestFunds, Inc.
The Victory Funds
ARK Funds
(b)
Name and Principal Positions and Offices Positions and Offices
Business Address* With Underwriter With Registrant
Edward C. Johnson 3d Director Trustee and President
Nita B. Kincaid Director None
W. Humphrey Bogart Director None
Kurt A. Lange President and Treasurer None
William L. Adair Senior Vice President None
Thomas W. Littauer Senior Vice President None
Arthur S. Loring Vice President and Clerk Secretary
* 82 Devonshire Street, Boston, MA
(c) Not applicable.
Item 30. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity
Service Co., 82 Devonshire Street, Boston, MA 02109, or the fund's
custodian: Morgan Guaranty Trust Company of New York, 61 Wall Street, 37th
Floor, New York, N.Y.
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. 7 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 17th day of
January 1994.
Fidelity Institutional Investors 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)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
/s/Edward C. Johnson 3d(dagger) President and Trustee January 17, 1994
Edward C. Johnson 3d (Principal Executive Officer)
</TABLE>
/s/Gary L. French Treasurer January 17, 1994
Gary L. French
/s/J. Gary Burkhead Trustee January 17, 1994
J. Gary Burkhead
/s/Ralph F. Cox* Trustee January 17, 1994
Ralph F. Cox
/s/Phyllis Burke Davis* Trustee January 17, 1994
Phyllis Burke Davis
/s/Richard J. Flynn* Trustee January 17, 1994
Richard J. Flynn
/s/E. Bradley Jones* Trustee January 17, 1994
E. Bradley Jones
/s/Donald J. Kirk* Trustee January 17, 1994
Donald J. Kirk
/s/Peter S. Lynch* Trustee January 17, 1994
Peter S. Lynch
/s/Edward H. Malone* Trustee January 17, 1994
Edward H. Malone
/s/Marvin L. Mann * Trustee January 17, 1994
Marvin L. Mann
/s/Gerald C. McDonough* Trustee January 17, 1994
Gerald C. McDonough
/s/Thomas R. Williams* Trustee January 17, 1994
Thomas R. Williams
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated October 20, 1993 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated October 20, 1993 and filed herewith.
POWER OF ATTORNEY
I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Daily Money Fund Fidelity Institutional Tax-Exempt Cash Portfolios
Daily Tax-Exempt Money Fund Fidelity Institutional Investors Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust II
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Court Street Trust II Fidelity New York Municipal Trust II
Fidelity Hereford Street Trust Fidelity Phillips Street Trust
Fidelity Institutional Cash Portfolios Fidelity Union Street Trust II
</TABLE>
in addition to any other investment company for which Fidelity Management
& Research Company acts as investment adviser and for which the
undersigned individual serves as President and Board Member (collectively,
the "Funds"), hereby severally constitute and appoint J. Gary Burkhead, my
true and lawful attorney-in-fact, with full power of substitution, and with
full power to sign for me and in my name in the appropriate capacity any
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Pre-Effective Amendments or
Post-Effective Amendments to said Registration Statements on Form N-1A or
any successor thereto, any Registration Statements on Form N-14, and any
supplements or other instruments in connection therewith, and generally to
do all such things in my name and behalf in connection therewith as said
attorney-in-fact deem necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and 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.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d October 20, 1993
Edward C. Johnson 3d
POWER OF ATTORNEY
We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Daily Money Fund Fidelity Institutional Tax-Exempt Cash Portfolios
Daily Tax-Exempt Money Fund Fidelity Institutional Investors Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust II
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Court Street Trust II Fidelity New York Municipal Trust II
Fidelity Hereford Street Trust Fidelity Phillips Street Trust
Fidelity Institutional Cash Portfolios Fidelity Union Street Trust II
</TABLE>
in addition to any other investment company for which Fidelity Management
& Research Company acts as investment adviser and for which the
undersigned individual serves as a Director, Trustee or General Partner
(collectively, the "Funds"), hereby severally constitute and appoint Arthur
J. Brown, Arthur C. Delibert, Robert C. Hacker, Richard M. Phillips, Dana
L. Platt and Stephanie Xupolos, each of them singly, my true and lawful
attorney-in-fact, with full power of substitution, and with full power to
each of them, to sign for me and my name in the appropriate capacities any
Registration Statements of the Funds on Form N-1A or any successor thereto,
any and all subsequent Pre-Effective Amendments or Post-Effective
Amendments to said Registration Statements on Form N-1A or any successor
thereto, any Registration Statements on Form N-14, and any supplements or
other instruments in connection therewith, and generally to do all such
things in my name and behalf in connection therewith as said
attorneys-in-fact deem necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact
or their substitutes may do or cause to be done by virtue hereof.
WITNESS our hands on this twentieth day of October, 1993.
/s/Edward C. Johnson 3d /s/Donald J. Kirk
Edward C. Johnson 3d Donald J. Kirk
/s/J. Gary Burkhead /s/Peter S. Lynch
J. Gary Burkhead Peter S. Lynch
/s/Ralph F. Cox /s/Marvin L. Mann
Ralph F. Cox Marvin L. Mann
/s/Phyllis Burke Davis /s/Edward H. Malone
Phyllis Burke Davis Edward H. Malone
/s/Richard J. Flynn /s/Gerald C. McDonough
Richard J. Flynn Gerald C. McDonough
/s/E. Bradley Jones /s/Thomas R. Williams
E. Bradley Jones Thomas R. Williams
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Trustees and Shareholders of Fidelity Institutional Investors Trust:
State and Local Asset Management Series: Government Money Market Portfolio:
We consent to the inclusion in the Prospectus in Post-Effective Amendment
No. 7 to the Registration Statement No. 33-43529 on Form N-1A of Fidelity
Institutional Investors Trust: State and Local Asset Management Series:
Government Money Market Portfolio of our report dated December 23, 1993
which appears in the Annual Report to Shareholders relating to the
financial statements and per-share data and ratios of Fidelity
Institutional Investors Trust: State and Local Asset Management Series:
Government Money Market Portfolio which is included in said Prospectus.
We also consent to the reference to our Firm under the captions "Auditor"
in the Statement of Additional Information and "Financial Highlights" in
the Prospectus of this Post-Effective Amendment.
/s/ Coopers & Lybrand
Coopers & Lybrand
Dallas, Texas
January 21, 1994
