<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Institutional Investors Trust
(Name of Registrant)
File No. 33-43529
</PAGE>
<PAGE>
FILE NO. 33-43529
Fidelity Institutional Investors Trust
: State & Local Asset Management Series: Government Money Market Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended November 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
67,549,338 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
581,884,251 shares
(iv) Number of Securities Sold During Fiscal Year
513,135,378 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
513,135,378 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
513,135,378
$
513,135,378
Redemptions See Note (2) :
(513,135,378)
$
(513,135,378)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended November 30, 1994
, aggregated
804,168,405
and $804,168,405
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Institutional Investors Trust
:
State & Local Asset Management Series: Government Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
January 12, 1995
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re:Fidelity Institutional Investors Trust
Dear Mr. Loring:
We have acted as special Delaware counsel to Fidelity Institutional
Investors Trust, a Delaware business trust (formerly named Income
Portfolios II) (the "Trust"), in connection with certain matters relating
to the organization of the Trust and the issuance of Shares therein.
Capitalized terms used herein and not otherwise herein defined are used
as defined in the Trust Instrument of the Trust dated June 20, 1991
(the "Governing Instrument").
In rendering this opinion, we have examined copies of the following
documents, each in the form provided to us: the Certificate of Trust of
the Trust dated as of June 20, 1991 and filed in the Office of the
Secretary of State of the State of Delaware (the "Recording Office") on
July 9, 1991 (the "Certificate") as amended by a Certificate of
Amendment dated January 16, 1992 as filed in the Recording Office on
March 2, 1992; the Governing Instrument; the Bylaws of the Trust;
minutes of a meeting of the Board of Trustees of the Trust, dated June
20, 1991; a Certificate of Secretary of the Trust, certifying as to the
acceptance by certain persons of their positions as trustees of the Trust;
a Form N-8A relating to the Trust as filed with the Commission on
October 10, 1991; and a certification of good standing of the Trust
obtained as of a recent date from the Recording Office. In such
examinations, we have assumed the genuineness of all signatures, the
conformity to original documents of all documents submitted to us as
copies or drafts of documents to be executed, and the legal capacity of
natural persons to complete the execution of documents. We have
further assumed for the purpose of this opinion: (i) the due
authorization, execution and delivery by, or on behalf of, each of the
parties thereto of the above-referenced instruments, certificates and
other documents, and of all documents contemplated by the Governing
Instrument and applicable resolutions of the Trustees to be executed by
investors desiring to become Shareholders; (ii) the payment of
consideration for Shares, and the application of such consideration, as
provided in the Governing Instrument, and compliance with the other
terms, conditions and restrictions set forth in the Governing Instrument
and all applicable resolutions of the Trustees in connection with the
issuance of Shares (including, without limitation, the taking of all
appropriate action by the Trustees to designate Series of Shares and the
rights and preferences attributable thereto as contemplated by the
Governing Instrument); (iii) that appropriate notation of the names and
addresses of, the number of Shares held by, and the consideration paid
by, Shareholders will be maintained in the appropriate registers and
other books and records of the Trust in connection with the issuance or
transfer of Shares; (iv) that no event has occurred subsequent to the
filing of the Certificate that would cause a termination or dissolution of
the Trust under Sections 11.04 or 11.05 of the Governing Instrument;
(v) that the activities of the Trust have been and will be conducted in
accordance with the terms of the Governing Instrument and the
Delaware Act; and (vi) that each of the documents examined by us is in
full force and effect and has not been modified, supplemented or
otherwise amended. No opinion is expressed herein with respect to the
requirements of, or compliance with, federal or state securities or blue
sky laws. Further, we have not reviewed and express no opinion on
the sufficiency or accuracy of any registration or offering documenta-
tion relating to the Trust or the Shares. As to any facts material to our
opinion, other than those assumed, we have relied without independent
investigation on the above-referenced documents and on the accuracy,
as of the date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1.The Trust is a duly organized and validly existing business trust in
good standing under the laws of the State of Delaware.
2.The Shares, when issued to Shareholders in accordance with the
terms, conditions, requirements and procedures set forth in the
Governing Instrument, will constitute legally issued, fully paid and non-
assessable Shares of beneficial interest in the Trust.
3.Under the Delaware Act and the terms of the Governing Instrument,
each Shareholder of the Trust, in such capacity, will be entitled to the
same limitation of personal liability as that extended to stockholders of
private corporations for profit; provided, however, that we express no
opinion with respect to the liability of any Shareholder who is, was or
may become a named Trustee of the Trust. Neither the existence nor
exercise of the voting rights granted to Shareholders under the
Governing Instrument will, of itself, cause a Shareholder to be deemed
a trustee of the Trust under the Delaware Act.
We understand that you wish to rely as to matters of Delaware law on
the opinion set forth above in connection with the rendering by you of
an opinion to be used as an exhibit to a Rule 24f-2 filing to be made by
the Trust with the Commission, and we hereby consent to such
reliance. Except as provided in the foregoing sentence, the opinion set
forth above is expressed solely for the benefit of the addressee hereof
and may not be relied upon by any other person or entity for any
purpose without our prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
January 19, 1995
Mr. John Costello, Assistant Treasurer
Fidelity Institutional Investors Trust
State and Local Asset Management Series:
Government Money Market Portfolio (the Portfolio)
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Institutional Investors Trust is a Delaware business trust
initially created under the name Income Portfolios II under a
written Trust Instrument dated June 20, 1991 as amended by a
Certificate of Amendment dated January 16, 1992. The name was
changed to Fidelity Institutional Investors Trust on January 29,
1992.
I am of the opinion that all legal requirements have been complied
with in the creation of the Trust and that said Trust is a duly
authorized and validly existing business trust under the laws of the
State of Delaware. In this regard, I have relied on the opinion of
Delaware counsel, Morris, Nichols, Arsht & Tunnell, contained in a
letter dated January 12, 1995, with respect to matters of Delaware
law.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Capitalized terms used herein, and not otherwise herein defined, are
used as defined in the Trust Instrument.
Under Article II, Section 2.01, of the Trust Instrument, the
beneficial interest in the Trust shall be divided into such transferable
Shares of one or more separate and distinct Series or classes of a
Series as the Trustees shall from time to time create and establish.
The number of Shares of each Series, and class thereof, authorized
thereunder is unlimited and each Share shall be without par value
and shall be fully paid and nonassessable.
Under Article II, Section 2.06, the Trust shall consist of one or
more Series and the Trustees of each Series shall have full power
and authority, in their sole discretion, and without obtaining any
prior authorization or vote of the Shareholders of any Series of the
Trust to establish and designate (and to change in any manner) any
such Series of Shares with such preferences, voting powers, rights
and privileges as the Trustees may from time to time determine, to
divide or combine the Shares into a greater or lesser number, to
classify or reclassify
any issued Shares of any Series, and to take such other action with
respect to the Shares as the Trustees may deem desirable.
Under Article II, Section 2.07, the Trustees are empowered to
accept investments in the Trust in cash or securities from such
persons and on such terms as they may from time to time authorize.
Such investments in the Trust shall be credited to each
Shareholder's account in the form of full Shares at the Net Asset
Value per Share next determined after the investment is received;
provided, however, that the Trustees may, in their sole discretion,
fix the initial Net Asset Value per Share of the initial capital
contribution, impose a sales charge upon investments in the Trust in
such manner and at such time as determined by the Trustees, or
issue fractional Shares.
By a vote adopted on June 20, 1991 the Board of Trustees
authorized the issue and sale, from time to time, of an unlimited
number of shares of beneficial interest of this Fund in accordance
with the terms included in the then current Registration Statement
and subject to the limitations of the Trust Instrument and any
amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite amount of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the Trust intends to file with the
Securities and Exchange Commission a Notice making definite the
registration of 513,135,378 shares of the Trust (the "Shares") sold
in reliance upon Rule 24f-2 during the fiscal year ended November
30, 1994.
I am of the opinion that all necessary Trust action precedent to the
issue of Shares has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and nonassessable
under Delaware law, subject to the possibility that a court might not
apply such law as described in the Fund's Statements of Additional
Information under the heading "Shareholder and Trustee Liability."
In rendering this opinion, I rely on the representation by the Trust
that it or its agents received consideration for the Shares in
accordance with the Trust Instrument and I express no opinion as
to compliance with the Securities Act of 1933, the Investment
Company Act of 1940, or applicable state "Blue Sky" or securities
laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
commission.
Very truly yours,
/s/ Arthur S. Loring
Arthur S. Loring
Vice President - Legal
