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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Institutional Investors Trust
(Name of Registrant)
File No. 33-43529
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Fidelity Institutional Investors Trust
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
State & Local Asset Management Series: Government Money Market Portfolio
3.
Investment Company Act File Number: 811-6440
Securities Act File Number: 33-43529
4.
Last day of fiscal year for which this notice is filed: November 30, 1995
5.
Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6.
Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
Number of Shares: 649,433,589
Aggregate Price: 649,433,589
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 291,323,027
Aggregate Price: 291,323,027
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 139,239,148
Aggregate Price: 139,239,148
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10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 139,239,148
Aggregate Price: 139,239,148
11.
Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
12.
Calculation of registration fee:
(i)
Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): 139,239,148
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (139,239,148)
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v)
Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 0
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/2900
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 0
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See Instruction
C.3.
13.
Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
January 18, 1996
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date January 26, 1996
* Please print the name and title of the signing officer below the
signature.
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January 18, 1996
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 changing the Trust name to Fidelity Institutional Investors
Trust on January 16, 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
18, 1996, 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 139,239,148 shares of the
Trust (the "Shares") sold in reliance upon Rule 24f-2 during the fiscal
year ended November 30, 1995.
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
January 18, 1996
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
Section 11.04 or Section 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 except as herein
referenced. 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 documentation
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 organized under the general corporation law of the
State of Delaware; 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
Arthur S. Loring, Esquire
