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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Aberdeen Street 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 Aberdeen Street Trust
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
SLAM: Government Money Market
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: July 31, 1996
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: 940,756,616
Aggregate Price: 940,756,616
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 108,617,429
Aggregate Price: 108,617,429
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 95,466,499
Aggregate Price: 95,466,499
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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: 95,466,499
Aggregate Price: 95,466,499
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): 95,466,499
(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): (95,466,499)
(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:
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 September 26, 1996
* Please print the name and title of the signing officer below the
signature.
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September 26, 1996
Mr. John Costello, Assistant Treasurer
Fidelity Aberdeen Street Trust
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Aberdeen Street Trust is a Delaware business trust initially
created under the name Income Portfolios II pursuant to a written
Trust Instrument dated June 20, 1991. The name of the Trust was
changed to Fidelity Institutional Investors Trust on January 16,
1992, pursuant to a Certificate of Amendment. On August 21,
1996, pursuant to a Certificate of Amendment, the name of the
Trust was changed to Fidelity Aberdeen Street Trust.
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 September 23, 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 each class thereof,
authorized hereunder is unlimited. Each Share shall have no 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 or any classes of initial or additional series
and to fix such preferences, voting powers, rights and privileges of
such Series or classes thereof as the Trustees may from time to time
determine, to divide or combine the Shares or any Series or classes
thereof into a greater or lesser number, to classify or reclassify any
issued Shares or any Series or classes thereof into one or more
Series or classes of Shares, 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 any Series of the Trust from such persons and
on such terms as they may from time to time authorize. Such
investments may be in the form of cash or securities in which the
affected Series is authorized to invest. Such investments in a Series
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 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 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 "1940 Act"), 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 95,466,499 shares of the Trust (the "Shares") sold in
reliance upon Rule 24f-2 during the fiscal period ended July 31,
1996.
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 Statement 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.
On July 31, 1996, the assets and liabilities of State and Local Asset
Management Series: Government Money Market Portfolio
("SLAM"), then the sole series of the Trust, were conveyed to and
assumed by Treasury, a series of Fidelity Institutional Cash
Portfolios, also a Delaware business trust, and that in this
reorganization, all previously outstanding shares of SLAM were
exchanged for Class I shares of Treasury. Accordingly, this is the
final 24f-2 filing for SLAM.
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
September 23, 1996
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re: Fidelity Aberdeen Street Trust
Dear Mr. Loring:
We have acted as special Delaware counsel to Fidelity Aberdeen Street
Trust, a Delaware business trust (formerly named Fidelity Institutional
Investors Trust and, prior to that, Income Portfolios II) (the "Trust"),
in connection with certain matters of Delaware law 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"). This opinion is given in connection with
a Rule 24f-2 filing being made by the Trust with the Securities and
Exchange Commission (the "Commission") with respect to the period
ended July 31, 1996.
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 and as further amended by a Certificate of Amendment
dated August 21, 1996 as filed in the Recording Office on August 21,
1996; 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 have been
and 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, and on July 31, 1996 was, a duly organized and
validly existing business trust in good standing under the laws of the
State of Delaware.
2. The Shares issued on or prior to July 31, 1996 to Shareholders
in accordance with the terms, conditions, requirements and procedures
set forth in the Governing Instrument constituted, from the date of
issuance through July 31, 1996, 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, is entitled
to the same limitation of personal liability as that extended to stock-
holders 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.
With respect to the opinions set forth in paragraphs 2 and 3 above, we
note that we have been advised that effective July 31, 1996, the assets
and liabilities of State and Local Asset Management Series:
Government Money Market Portfolio ("SLAM"), then the sole series
of the Trust, were conveyed to and assumed by Treasury, a series of
Fidelity Institutional Cash Portfolios, also a Delaware business trust,
and that in this reorganization, all previously outstanding shares of
SLAM were exchanged for shares of Treasury Class I.
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 the above referenced 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
