FIDELITY HEREFORD STREET TRUST, PRES14A, 1999-02-01

FIDELITY HEREFORD STREET TRUST
PRES14A, 1999-02-01

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[x] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

(Name of Registrant as Specified In Its
Charter)
Fidelity Hereford Street Trust

(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which
transaction applies:

(2) Aggregate number of securities to which
transaction applies:

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

(5) Total Fee Paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
<PAGE>

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

<PAGE>

SPARTAN(REGISTERED) U.S. TREASURY MONEY MARKET FUND
SPARTAN U.S. GOVERNMENT MONEY MARKET FUND
SPARTAN MONEY MARKET FUND
FUNDS OF
FIDELITY HEREFORD STREET TRUST

82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Spartan U.S. Treasury Money Market Fund, Spartan U.S. Government
Money Market Fund and Spartan Money Market Fund (the funds) will be held at the
office of Fidelity Hereford Street Trust (the trust), 82 Devonshire Street,
Boston, Massachusetts 02109 on May 19, 1999, at 9:00 a.m. The purpose of the
Meeting is to consider and act upon the following proposals, and to transact
such other business as may properly come before the Meeting or any adjournments
thereof.

1. To elect a Board of Trustees.
2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the funds.
3. To approve an amended management contract for Spartan U.S. Treasury
Money Market Fund, Spartan U.S. Government Money Market Fund and Spartan
Money Market Fund.
4. To amend each fund's fundamental investment limitation concerning
diversification.
5. To eliminate reference to investment strategy from the Spartan Money
Market Fund's fundamental investment objective.

ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS

6. To amend Spartan U.S. Treasury Money Market Fund's fundamental
investment limitation concerning the concentration of its investments in
a single industry.
7. To amend Spartan U.S. Government Money Market's Fund's fundamental
investment limitation concerning borrowing.
8. To amend Spartan U.S. Treasury Money Market Fund's fundamental
investment limitation concerning real estate.
9. To amend Spartan U.S. Treasury Money Market Fund's fundamental
investment limitation concerning lending.

The Board of Trustees has fixed the close of business on March 22, 1999 as
the record date for the determination of the shareholders of each of the funds
entitled to notice of, and to vote at, such Meeting and any adjournments
thereof.

By order of the Board of Trustees,
ERIC D. ROITER Secretary
March 22, 1999

<PAGE>

YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.

SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER WHO
DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING INSTRUCTIONS
ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE
PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID UNNECESSARY EXPENSE, WE ASK YOUR COOPERATION IN MAILING YOUR PROXY CARD
PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.

INSTRUCTIONS FOR EXECUTING PROXY CARD

The following general rules for executing proxy cards may be of assistance
to you and help avoid the time and expense involved in validating your vote if
you fail to execute your proxy card properly.

1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it appears in
the registration on the proxy card.

2. JOINT ACCOUNTS: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.

3. ALL OTHER ACCOUNTS should show the capacity of the individual signing.
This can be shown either in the form of the account registration itself
or by the individual executing the proxy card. For example:

REGISTRATION VALID SIGNATURE
A. 1) ABC Corp. John Smith, Treasurer
2) ABC Corp. John Smith, Treasurer
c/o John Smith, Treasurer

B. 1) ABC Corp. Profit Sharing Ann B. Collins, Trustee
2) Plan Ann B. Collins, Trustee
3) ABC Trust Ann B. Collins, Trustee
Ann B. Collins, Trustee
u/t/d 12/28/78

C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA

<PAGE>

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY HEREFORD STREET TRUST:
SPARTAN U.S. TREASURY MONEY MARKET FUND
SPARTAN U.S. GOVERNMENT MONEY MARKET FUND
SPARTAN MONEY MARKET FUND
TO BE HELD ON MAY 19, 1999

This Proxy Statement is furnished in connection with a solicitation of
proxies made by, and on behalf of, the Board of Trustees of Fidelity Hereford
Street Trust (the trust) to be used at the Special Meeting of Shareholders of
Spartan U.S. Treasury Money Market Fund, Spartan U.S. Government Money Market
Fund, Spartan Money Market Fund (the funds) and at any adjournments thereof (the
Meeting), to be held on May 19, 1999 at 9:00 a.m. at 82 Devonshire Street,
Boston, Massachusetts 02109, the principal executive office of the trust and
Fidelity Management & Research Company (FMR), the funds' investment adviser.

The purpose of the Meeting is set forth in the accompanying Notice. The
solicitation is being made primarily by the mailing of this Proxy Statement and
the accompanying proxy card on or about March 22, 1999. Supplementary
solicitations may be made by mail, telephone, telegraph, facsimile, electronic
means or by personal interview by representatives of the trust. In addition,
Management Information Services Corp. (MIS) and D.F. King & Co., Inc. may be
paid on a per-call basis to solicit shareholders on behalf of the funds at an
anticipated cost of approximately $______(Spartan U.S. Treasury Money Market
Fund), $______ (Spartan U.S. Government Money Market Fund), and $____ (Spartan
Money Market Fund), respectively. The expenses in connection with preparing this
Proxy Statement and its enclosures and of all solicitations will be borne by
FMR. FMR will reimburse brokerage firms and others for their reasonable expenses
in forwarding solicitation material to the beneficial owners of shares. The
principal business address of Fidelity Distributors Corporation (FDC), each
fund's principal underwriter and distribution agent, is 82 Devonshire Street,
Boston, Massachusetts 02109. The principal business address of Fidelity
Investments Money Management, Inc. (FIMM), subadviser to the funds, is 1 Spartan
Way, Merrimack, New Hampshire 03054.

If the enclosed proxy card is executed and returned, it may nevertheless
be revoked at any time prior to its use by written notification received by the
trust, by the execution of a later-dated proxy card, by the trust's receipt of a
subsequent valid telephonic vote or by attending the Meeting and voting in
person.

All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and are not
revoked, will be voted at the Meeting. Shares represented by such proxies will
be voted in accordance with the instructions thereon. If no specification is
made on a proxy card, it will be voted FOR the matters specified on the proxy
card. Only proxies that are voted will be counted towards establishing a quorum.
Broker non-votes are not considered voted for this purpose. Shareholders should
note that while votes to ABSTAIN will count toward establishing a quorum,
passage of any proposal being considered at the Meeting will occur only if a
sufficient number of votes are cast FOR the proposal. Accordingly, votes to
ABSTAIN and votes AGAINST will have the same effect in determining whether the
proposal is approved.

The funds may also arrange to have votes recorded by telephone. The
expenses in connection with telephone voting will be borne by FMR. If the funds
record votes by telephone, they will use procedures designed to authenticate
shareholders' identities, to allow shareholders to authorize the voting of their
shares in accordance with their instructions, and to confirm that their

<PAGE>

instructions have been properly recorded. Proxies voted by telephone may be
revoked at any time before they are voted in the same manner that proxies voted
by mail may be revoked. D.F. King & Co., Inc. may be paid on a per-call basis
for vote-by-phone solicitations on behalf of the funds at an anticipated cost of
approximately $______ (Spartan U.S. Treasury Money Market Fund), $_______
(Spartan U.S. Government Money Market Fund) and $______ (Spartan Money Market
Fund).

If a quorum is not present at the Meeting, or if a quorum is present at
the Meeting but sufficient votes to approve one or more of the proposed items
are not received, or if other matters arise requiring shareholder attention, the
persons named as proxy agents may propose one or more adjournments of the
Meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares present at the
Meeting or represented by proxy. When voting on a proposed adjournment, the
persons named as proxy agents will vote FOR the proposed adjournment all shares
that they are entitled to vote with respect to each item, unless directed to
vote AGAINST the item, in which case such shares will be voted AGAINST the
proposed adjournment with respect to that item. A shareholder vote may be taken
on one or more of the items in this Proxy Statement prior to such adjournment if
sufficient votes have been received and it is otherwise appropriate.

Shares of each fund of the trust issued and outstanding as of December 31,
1998 are indicated in the following table:

Spartan U.S. Treasury Money Market Fund 2,404,406,361
Spartan U.S. Government Money Market Fund 820,783,054
Spartan U.S. Money Market Fund 9,428,912,400

As of December 31, 1998, the nominees, Trustees, and officers of the Trust and
each fund owned, in the aggregate, less than 1% of each fund's outstanding
shares.

FMR has advised the trust that for Proposals 1 through 9 contained in this Proxy
Statement, it will vote its shares at the Meeting FOR each Proposal. To the
knowledge of the trust, no shareholder owned of record or beneficially more than
5% of the outstanding shares of the funds on that date.

Shareholders of record at the close of business on March 22, 1999 will be
entitled to vote at the Meeting. Each such shareholder will be entitled to one
vote for each dollar of net asset value held on that date.

FOR A FREE COPY OF EACH FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
APRIL 30, 1998 AND THE SEMIANNUAL REPORT FOR THE FISCAL PERIOD ENDED OCTOBER 31,
1998 CALL 1-800-544-8544 OR WRITE TO FIDELITY DISTRIBUTORS CORPORATION AT 82
DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109.

VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS SUFFICIENT TO
APPROVE PROPOSAL 1 AND A MAJORITY OF ALL VOTES OF THE APPROPRIATE FUND CAST AT
THE MEETING IS SUFFICIENT TO APPROVE PROPOSAL 2. APPROVAL OF PROPOSALS 3 THROUGH
9 REQUIRES THE AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING
SECURITIES" OF THE APPROPRIATE FUNDS. UNDER THE INVESTMENT COMPANY ACT OF 1940
(THE 1940 ACT), THE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES"
MEANS THE AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR MORE OF THE VOTING
SECURITIES PRESENT AT THE MEETING OR REPRESENTED BY PROXY IF THE HOLDERS OF MORE
THAN 50% OF THE OUTSTANDING VOTING SECURITIES ARE PRESENT OR REPRESENTED BY
PROXY OR (B) MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES. BROKER
NON-VOTES ARE NOT CONSIDERED "PRESENT" FOR THIS PURPOSE.

The following tables summarize the proposals applicable to each fund.

2
<PAGE>

Proposal # Proposal Description Applicable Fund(s)
- ---------- -------------------- ------------------

1. To elect as Trustees the 12 nominees All
presented in proposal 1.

2. To ratify the selection of All
PricewaterhouseCoopers LLP as
independent accountants of the funds.

3. To approve an amended management All
contract for each fund to include annual
premium payments to a captive mutual
insurance company in the list of
enumerated expenses borne directly by
each fund in determining its management
fee and to modify the management
contract's amendment provisions.

4. To amend each fund's fundamental All
investment limitation concerning
diversification.

5. To eliminate reference to investment Spartan Money
strategies from the fund's fundamental Market Fund
investment objective.

ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS

6. To amend the fund's fundamental Spartan U.S.
investment limitation concerning the Treasury Money
concentration of its investments in a Market Fund
single industry.

7. To amend the fund's fundamental Spartan U.S.
investment limitation concerning Government Money
borrowing. Market Fund

8. To amend the fund's fundamental Spartan U.S.
investment limitation concerning real Treasury Money
estate. Market Fund

9. To amend the fund's fundamental Spartan U.S.
investment limitation concerning lending. Treasury Money
Market Fund

3
<PAGE>

1. TO ELECT A BOARD OF TRUSTEES.

The purpose of this proposal is to elect a Board of Trustees of the Trust.
Pursuant to the provisions of the Declaration of Trust of Fidelity Hereford
Street Trust, the Trustees have determined that the number of Trustees shall be
fixed at twelve. It is intended that the enclosed proxy card will be voted for
the election as Trustees of the twelve nominees listed below, unless such
authority has been withheld in the proxy card.

All nominees named below are currently Trustees of Fidelity Hereford
Street Trust and have served in that capacity continuously since originally
elected or appointed. Robert M. Gates, William O. McCoy, and Robert C. Pozen
were selected by the trust's Nominating and Administration Committee (see page
__) and were appointed to the Board in March 1997, January 1997, and August
1997, respectively. None of the nominees are related to one another. Those
nominees indicated by an asterisk (*) are "interested persons" of the trust by
virtue of, among other things, their affiliation with either the trust, the
funds' investment adviser (FMR, or the Adviser), or the funds' distribution
agent, FDC. The business address of each nominee who is an "interested person"
is 82 Devonshire Street, Boston, Massachusetts 02109, and the business address
of all other nominees is Fidelity Investments, P.O. Box 9235, Boston,
Massachusetts 02205-9235. Except for Robert M. Gates, William O. McCoy, and
Robert C. Pozen, each of the nominees is currently a Trustee of 57 registered
investment companies advised by FMR. Mr. Gates is currently a Trustee of 54
registered investment companies advised by FMR. Mr. McCoy is currently a Trustee
of 54 registered investment companies advised by FMR. Mr. Pozen is currently a
Trustee of 51 registered investment companies advised by FMR.

In the election of Trustees, those twelve nominees receiving the highest
number of votes cast at the Meeting, providing a quorum is present, shall be
elected.

Year of
Nominee Election or
(Age) Principal Occupation** Appointment
----- ---------------------- -----------

Ralph F. Cox President of RABAR Enterprises 1991
(66) (management consulting-engineering
industry, 1994). Prior to February 1994,
he was President of Greenhill Petroleum
Corporation (petroleum exploration and
production). Until March 1990, Mr. Cox
was President and Chief Operating
Officer of Union Pacific Resources
Company (exploration and production). He
is a Director of USA Waste Services,
Inc. (non-hazardous waste, 1993), CH2M
Hill Companies (engineering), Rio
Grande, Inc. (oil and gas production),
and Daniel Industries (petroleum
measurement equipment manufacturer). In
addition, he is a member of advisory
boards of Texas A&M University and the
University of Texas at Austin.

Phyllis Burke Davis Prior to her retirement in September 1992
(67) 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), and
previously served as a Director of
Hallmark Cards, Inc. (1985-1991) and
Nabisco Brands, Inc. In addition, she is
a member of the President's Advisory
Council of The University of Vermont
School of Business Administration.

4
<PAGE>

Robert M. Gates Consultant, author, and lecturer (1993). 1997
(55) Mr. Gates was Director of the Central
Intelligence Agency (CIA) from
1991-1993. From 1989 to 1991, Mr. Gates
served as Assistant to the President of
the United States and Deputy National
Security Advisor. Mr. Gates is a
Director of LucasVarity PLC (automotive
components and diesel engines), Charles
Stark Draper Laboratory (non-profit),
NACCO Industries, Inc. (mining and
manufacturing), and TRW Inc. (original
equipment and replacement products). Mr.
Gates also is a Trustee of the Forum for
International Policy and of the
Endowment Association of the College of
William and Mary. In addition, he is a
member of the National Executive Board
of the Boy Scouts of America.

*Edward C. Johnson President, is Chairman, Chief Executive [1993]
3d (68) 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 Fidelity Investments
Money Management, Inc. (1998), Fidelity
Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East)
Inc.

E. Bradley Jones Prior to his retirement in 1984, Mr. 1990
(71) Jones was Chairman and Chief Executive
Officer of LTV Steel Company. He is a
Director of TRW Inc. (original equipment
and replacement products), Consolidated
Rail Corporation, Birmingham Steel
Corporation, and RPM, Inc. (manufacturer
of chemical products), and he previously
served as a Director of NACCO Industries,
Inc. (mining and manufacturing,
1985-1995), Hyster-Yale Materials
Handling, Inc. (1985-1995), and
Cleveland-Cliffs Inc (mining), and as a
Trustee of First Union Real Estate
Investments. In addition, he serves as a
Trustee of the Cleveland Clinic
Foundation, where he has also been a
member of the Executive Committee as well
as Chairman of the Board and President, a
Trustee and member of the Executive
Committee of University School
(Cleveland), and a Trustee of Cleveland
Clinic Florida.

Donald J. Kirk Executive-in-Residence (1995) at 1987
(66) Columbia University Graduate School of
Business and a financial consultant. From
1987 to January 1995, Mr. Kirk was a
Professor at Columbia University Graduate
School of Business. Prior to 1987, he was
Chairman of the Financial Accounting
Standards Board. Mr. Kirk is a Director
of General Re Corporation (reinsurance),
and he previously served as a Director of
Valuation Research Corp. (appraisals and
valuations, 1993-1995). In addition, he
serves as Chairman of the Board of
Directors of National Arts Stabilization
Inc., Chairman of the Board of Trustees
of the Greenwich Hospital Association,
Director of the Yale-New Haven Health
Services Corp. (1998), a Member of the
Public Oversight Board of the American
Institute of Certified Public
Accountants' SEC Practice Section (1995),
and as a Public Governor of the National
Association of Securities Dealers, Inc.
(1996).

*Peter S. Lynch Vice Chairman and Director of FMR. Prior [1990]
(56) to May 31, 1990, he was a Director of
FMR and Executive Vice President of FMR
(a position he held until March 31,

5
<PAGE>

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). 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.

William O. McCoy Vice President of Finance for the 1997
(65) University of North Carolina (16-school
system, 1995). Prior to his retirement in
December 1994, Mr. McCoy was Vice
Chairman of the Board of BellSouth
Corporation (telecommunications, 1984)
and President of BellSouth Enterprises
(1986). He is currently a Director of
Liberty Corporation (holding company,
1984), Weeks Corporation of Atlanta (real
estate, 1994), Carolina Power and Light
Company (electric utility, 1996) and the
Kenan Transport Co. (1996). Previously,
he was a Director of First American
Corporation (bank holding company,
1979-1996). In addition, Mr. McCoy serves
as a member of the Board of Visitors for
the University of North Carolina at
Chapel Hill (1994) and for the
Kenan-Flager Business School (University
of North Carolina at Chapel Hill, 1988).

Gerald C. McDonough Chairman of G.M. Management Group 1989
(70) (strategic advisory services). Mr.
McDonough is a Director of York
International Corp. (air conditioning
and refrigeration), Commercial
Intertech Corp. (hydraulic systems,
building systems, and metal products,
1992), CUNO, Inc. (liquid and gas
filtration products, 1996), and
Associated Estates Realty Corporation
(a real estate investment trust,
1993). Mr. McDonough served as a
Director of ACME-Cleveland Corp.
(metal working, telecommunications,
and electronic products) from
1987-1996 and Brush-Wellman Inc.
(metal refining) from 1983-1997).

Marvin L. Mann Chairman of the Board of Lexmark 1993
(66) 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 Imation Corp. (imaging and
information storage, 1997).

*Robert C. Pozen Senior Vice President, is also President 1997
(52) and a Director of FMR (1997); and
President and a Director of Fidelity
Investments Money Management, Inc.
(1998), Fidelity Management & Research
(U.K.) Inc. (1997), and Fidelity
Management & Research (Far East) Inc.
(1997). Previously, Mr. Pozen served as
General Counsel, Managing Director, and
Senior Vice President of FMR Corp.

Thomas R. Williams President of The Wales Group, Inc. [1989]
(70) (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

6
<PAGE>

currently a of Director of ConAgra, Inc.
(agricultural products), Georgia Power
Company (electric utility), National Life
Insurance Company of Vermont, American
Software, Inc., and AppleSouth, Inc.
(restaurants, 1992).

*Except as otherwise indicated, each individual has held the office shown
or other offices in the same company for the last five years.

As of January 31, 1999 the nominees, Trustees and officers of the Trust
and each fund owned, in the aggregate, less than 1% of each fund's outstanding
shares.

If elected, the Trustees will hold office without limit in time except
that: (a) any Trustee may resign; (b) any Trustee may be removed by written
instrument, signed by at least two-thirds of the number of Trustees prior to
such removal; (c) any Trustee who requests to be retired or who has become
incapacitated by illness or injury may be retired by written instrument signed
by a majority of the other Trustees; and (d) a Trustee may be removed at any
Special Meeting of shareholders by a two-thirds vote of the outstanding voting
securities of the trust. In case a vacancy shall for any reason exist, the
remaining Trustees will fill such vacancy by appointing another Trustee, so long
as, immediately after such appointment, at least two-thirds of the Trustees have
been elected by shareholders. If, at any time, less than a majority of the
Trustees holding office has been elected by the shareholders, the Trustees then
in office will promptly call a shareholders' meeting for the purpose of electing
a Board of Trustees. Otherwise, there will normally be no meeting of
shareholders for the purpose of electing Trustees.

The trust's Board, which is currently composed of three interested and
nine non-interested Trustees, met eleven times during the twelve months ended
April 30, 1998. It is expected that the Trustees will meet at least ten times a
year at regularly scheduled meetings.

The trust's Audit Committee is composed entirely of Trustees who are not
interested persons of the trust, FMR or its affiliates and normally meets four
times a year, or as required, prior to meetings of the Board of Trustees.
Currently, Messrs. Kirk (Chairman), Gates and McCoy, and Mrs. Davis are members
of the Committee. The committee oversees and monitors the trust's internal
control structure, its auditing function and its financial reporting process,
including the resolution of material reporting issues. The committee recommends
to the Board of Trustees the appointment of auditors for the trust. It reviews
audit plans, fees and other material arrangements in respect of the engagement
of auditors, including non-audit services to be performed. It reviews the
qualifications of key personnel involved in the foregoing activities. The
committee plays an oversight role in respect of the trust's investment
compliance procedures and the code of ethics. During the twelve months ended
April 30, 1998, the committee held four meetings.

The trust's Nominating and Administration Committee is currently composed
of Messrs. McDonough (Chairman), Jones and Williams. The committee members
confer periodically and hold meetings as required. The committee makes
nominations for independent trustees, and for membership on committees. The
committee periodically reviews procedures and policies of the Board of Trustees
and committees. It acts as the administrative committee under the Retirement
Plan for non-interested trustees who retired prior to December 30, 1996. It
monitors the performance of legal counsel employed by the trust and the
independent trustees. The committee in the first instance monitors compliance
with, and acts as the administrator of the provisions of the code of ethics
applicable to the independent trustees. During the twelve months ended April 30,
1998, the committee held no meetings. The Nominating and Administration
Committee will consider nominees recommended by shareholders. Recommendations
should be submitted to the committee in care of the Secretary of the Trust. The
trust does not have a compensation committee; such matters are considered by the
Nominating and Administration Committee.

7
<PAGE>

The following table sets forth information describing the compensation of
each Trustee and Member of the Advisory Board of each fund for his or her
services for the fiscal year ended April 30, 1998, or calendar year ended
December 31, 1998, as applicable.

COMPENSATION TABLE

Aggregate
Compensation Aggregate
From Compensation From Aggregate Total
Spartan U.s. Spartan U.s. Compensation From Compensation
Trustees and Members Treasury Money Government Money Spartan Money From the
of the Advisory Board Market Fundb Market Fundb Market Fundb,c,d Fund Complex*a
--------------------- ------------ ------------ ---------------- --------------

<S> <C> <C> <C> <C>
J. Gary Burkhead **,# $ 0 $ 0 $ 0 $ 0

Ralph F. Cox $ 739 $ 311 $ 3,509 223,500

Phyllis Burke Davis $ 739 $ 311 $ 3,509 220,500

Robert M. Gates $ 754 $ 317 $ 3,582 223,500

Edward C. Johnson 3d ** $ 0 $ 0 $ 0 0

E. Bradley Jones $ 739 $ 311 $ 3,509 220,000

Donald J. Kirk $ 739 $ 311 $ 3,509 226,500

Peter S. Lynch ** $ 0 $ 0 $ 0 0

William O. McCoy $ 754 $ 317 $ 3,582 223,500

Gerald C. McDonough $ 922 $ 388 $ 4,382 273,000

Marvin L. Mann $ 729 $ 307 $ 3,462 220,500

Robert C. Pozen** $ 0 $ 0 $ 0 0

Thomas R. Williams $ 739 $ 311 $ 3,509 223,500

</TABLE>

* Information is for the calendar year ended December 31, 1998 for 237
funds in the complex.

** Interested Trustees and Advisory Board Members of the funds are
compensated by FMR.

# J. Gary Burkhead served on the Board of Trustees through July 31, 1997.
Effective August 1, 1997, Mr. Burkhead serves as a Member of the
Advisory Board of each trust.

A Compensation figures include cash, amounts required to be deferred, and
may include amounts deferred at the election of Trustees. For the
calendar year ended December 31, 1998, the Trustees accrued required

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<PAGE>

deferred compensation from the funds as follows: Ralph F. Cox, $75,000;
Phyllis Burke Davis, $75,000; Robert M. Gates, $75,000; E. Bradley
Jones, $75,000; Donald J. Kirk, $75,000; William O. McCoy, $75,000;
Gerald C. McDonough, $87,800; Marvin L. Mann, $75,000; and Thomas R.
Williams, $75,000. Certain of the non-interested Trustees elected
voluntarily to defer a portion of their compensation as follows: Ralph
F. Cox, $55,039; Marvin L. Mann, $55,039; William O. McCoy, $55,039,
and Thomas R. Williams, $63,433.

B Compensation figures include cash, and may include amounts required to be
deferred and amounts deferred at the election of Trustees.

C The following amounts are required to be deferred by each non-interested
Trustee, most of which is subject to vesting: Ralph F. Cox, $1,656,
Phyllis Burke Davis, $1,656, Robert M. Gates, $1,671, E. Bradley Jones,
$1,656, Donald J. Kirk, $1,656, William O. McCoy, $1,671, Gerald C.
McDonough, $1,932, Marvin L. Mann, $1,656, and Thomas R. Williams, $1,656.

D Certain of the non-interested Trustees' aggregate compensation from a fund
includes accrued voluntary deferred compensation as follows:
Thomas R. Williams, $1,388.

Under a deferred compensation plan adopted in September 1995 and amended
in November 1996 (the Plan), non-interested Trustees must defer receipt of a
portion of, and may elect to defer receipt of an additional portion of, their
annual fees. Amounts deferred under the Plan are subject to vesting and are
treated as though equivalent dollar amounts had been invested in shares of a
cross-section of Fidelity funds including funds in each major investment
discipline and representing a majority of Fidelity's assets under management
(the Reference Funds). The amounts ultimately received by the Trustees under the
Plan will be directly linked to the investment performance of the Reference
Funds. Deferral of fees in accordance with the Plan will have a negligible
effect on a fund's assets, liabilities, and net income per share, and will not
obligate a fund to retain the services of any Trustee or to pay any particular
level of compensation to the Trustee. A fund may invest in the Reference Funds
under the Plan without shareholder approval.

2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT ACCOUNTANTS OF THE FUNDS

By a vote of the non-interested Trustees, the firm of
PricewaterhouseCoopers LLP has been selected as independent accountants for each
fund to sign or certify any financial statements of each fund required by any
law or regulation to be certified by an independent accountant and filed with
the Securities and Exchange Commission (SEC) or any state. Pursuant to the 1940
Act, such selection requires the ratification of shareholders. In addition, as
required by the 1940 Act, the vote of the Trustees is subject to the right of
each fund, by vote of a majority of its outstanding voting securities at any
meeting called for the purpose of voting on such action, to terminate such
employment without penalty. PricewaterhouseCoopers LLP has advised each fund
that it has no direct or material indirect ownership interest in each fund.

For the funds' most recently completed fiscal years, the firm of Coopers &
Lybrand LLP acted as Spartan U.S. Government Money Market Fund and Spartan Money
Market Fund's independent accountants and Price Waterhouse LLP acted as Spartan
U.S. Treasury Money Market Fund's independent accountant. Effective July 1,
1998, Coopers & Lybrand L.L.P. and Price Waterhouse LLP combined their
businesses and practices and began doing business as PricewaterhouseCoopers LLP.

The independent accountants examine annual financial statements for the
funds and provide other audit and tax-related services. In recommending the
selection of each fund's accountants, the Audit Committee reviewed the nature
and scope of the services to be provided (including non-audit services) and

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<PAGE>

whether the performance of such services would affect the accountants'
independence. Representatives of PricewaterhouseCoopers LLP are not expected to
be present at the Meeting, but have been given the opportunity to make a
statement if they so desire and will be available should any matter arise
requiring their presence.

3. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR EACH OF SPARTAN U.S.
TREASURY MONEY MARKET FUND, SPARTAN U.S. GOVERNMENT MONEY MARKET FUND
AND SPARTAN MONEY MARKET FUND

The Board of Trustees, including a majority of those Trustees who are not
"interested persons" of the trust or FMR (the Independent Trustees), has
approved, and recommends that shareholders of each fund approve, a proposal to
adopt an amended management contract with FMR (the Amended Contracts). The
Amended Contracts modify the list of enumerated expenses borne directly by each
fund under its present management contract (the Present Contracts) to include
annual premiums (Annual Premiums), if any, for insurance coverage (Insurance
Coverage) provided by a captive mutual insurance company (the Mutual Insurance
Company) payable on or after January 1, 2004. The Amended Contracts also allow
FMR and the trust, on behalf of each fund, to amend the management contracts
subject to the requirements of the 1940 Act. The Present Contracts currently
require the vote of a majority of the applicable fund's outstanding voting
securities to authorize all amendments. See "Modification of Management
Contracts' Amendment Provisions" on page __ for more details. (For information
on FMR, see section entitled "Activities and Management of FMR," on page __.)

PROPOSED AMENDMENTS TO THE PRESENT CONTRACTS. Copies of the Amended
Contracts, marked to indicate the proposed amendments, are attached to this
proxy statement as Exhibit 1 (Spartan U.S. Treasury Money Market Fund), Exhibit
2 (Spartan U.S. Government Money Market Fund), and Exhibit 3 (Spartan Money
Market Fund). Except for the modifications discussed above, the Amended
Contracts are substantially identical to the Present Contracts. (For a detailed
discussion of each fund's Present Contract, refer to the section entitled
"Present Contracts" beginning on page __.) If approved by shareholders of a
fund, an Amended Contract will take effect on the first day of the first month
following approval and will remain in effect through May 31, 2000, and
thereafter only as long as its continuance is approved at least annually by (i)
the vote, cast in person at a meeting called for the purpose, of a majority of
the Independent Trustees and (ii) the vote of either a majority of the Trustees
or a majority of the outstanding shares of the fund. If an Amended Contract is
not approved, the Present Contract will continue in effect through May 31, 1999,
and thereafter subject to the same requirements for continuance of the Amended
Contract.

CURRENT MANAGEMENT FEE. Each fund's management fee is an annual percentage
of the fund's average net assets, calculated and paid monthly. Under the Present
Contracts, each fund pays FMR an all-inclusive management fee at an annual rate
of 0.45% of such fund's average net assets. FMR pays all the expenses involved
in the operation of each fund, with the following exceptions: taxes; the fees
and expenses of the Independent Trustees; brokerage fees and commissions;
interest expenses with respect to borrowings by the fund; and such non-recurring
and extraordinary expenses as may arise, including the costs of any litigation
to which each fund may be a party, and any obligation each fund may have to
indemnify its officers and Trustees with respect to litigation. Each fund's
management fee is reduced by the amount of compensation that each fund pays to
the Independent Trustees.

INSURANCE COVERAGE PROVIDED BY THE MUTUAL INSURANCE COMPANY. The Mutual
Insurance Company provides limited insurance coverage to participating funds for
certain credit defaults and similar losses relating to insurable assets held by
the funds, but not for other losses, such as those attributable to interest rate
risk.

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<PAGE>

Each fund that participates in the Insurance Coverage is required to pay
Annual Premiums to the Mutual Insurance Company and may incur certain other
expenses as described more fully below in the section entitled "Additional
Information Regarding the Mutual Insurance Company" on page __. Because Spartan
U.S. Government Money Market Fund and Spartan Money Market Fund held assets
insurable by the Mutual Insurance Company on the most recent date for measuring
the level of insurable assets of a fund for purposes of determining
participation in and premiums payable to the Mutual Insurance Company (Asset
Measurement Date), the Board of Trustees, including the Independent Trustees,
determined that participation in the Insurance Coverage by those funds was in
the best interests of the funds and their shareholders and approved
participation beginning on January 1, 1999. The Board and the Independent
Trustees also concluded that the amounts actually or potentially payable to the
Mutual Insurance Company by each fund, including the Annual Premiums, were fair
and reasonable. As discussed below, FMR is currently bearing the cost of the
Annual Premiums for each of these fund's participation in the Insurance
Coverage.

Although Spartan U.S. Treasury Money Market Fund is permitted to purchase
assets insurable by the Mutual Insurance Company, it did not hold any insurable
assets on the most recent Asset Measurement Date. Thus, the fund currently does
not participate in the Insurance Coverage. If, however, the fund holds insurable
assets on a future Asset Measurement Date, the Board of Trustees may determine
that participation in the Mutual Insurance Company is in the best interests of
the fund and its shareholders.

MODIFICATION TO MANAGEMENT FEE CALCULATION. Under the Amended Contracts,
each fund would include Annual Premiums payable to the Mutual Insurance Company
on or after January 1, 2004, if any, as an enumerated expense borne directly by
each fund. Thus, under the Amended Contracts, each fund would become responsible
for any Annual Premiums payable on or after January 1, 2004. If shareholders of
a fund approve an Amended Contract, FMR will bear the cost of the fund's Annual
Premiums until this time. For the policy year commencing January 1, 1999, the
Annual Premiums of Spartan Money Market Fund and Spartan U.S. Government Money
Market Fund are $419,231 and $5,245, respectively. (As noted above, Spartan U.S.
Treasury Money Market Fund will not initially participate in the Insurance
Coverage because it did not hold any insurable assets on the most recent Asset
Measurement Date.) If, however, shareholders of a fund do not approve an Amended
Contract, FMR has the right to decline to pay Annual Premiums on behalf of the
fund immediately, and thereby not obtain (in the case of Spartan U.S. Treasury
Money Market Fund) or terminate a fund's participation in the Insurance Coverage
effective as of the next annual policy renewal date.

REASONS FOR THE PROPOSAL. As noted above, the Board of Trustees believes
that participation by a fund that holds insurable assets in the Insurance
Coverage is beneficial to that fund and its shareholders. Each fund attempts to
maintain a stable price per share of $1.00. The possibility nevertheless exists
that certain events, such as a material default by an issuer of a security held
in a fund's portfolio, could cause shareholders of a fund to incur a loss by
reducing the net asset value per share of the fund below $1.00. A participating
fund and its shareholders would benefit from the Insurance Coverage because the
fund would be less likely to sustain such a loss.

Based upon market indications FMR has received, the aggregate premium the
Mutual Insurance Company is initially charging to all participating funds is
expected to be less costly than comparable coverage provided directly by
third-party insurers. In addition, if an Amended Contract is approved, FMR would
be obligated to bear the cost of each fund's Annual Premiums, if any, payable on
or before December 31, 2003. Moreover, because the Mutual Insurance Company is a
mutual insurance company, participating funds will receive a continuing benefit
over time as premiums accumulate, assuming no or few losses occur. In
particular, the build-up of premiums over time may permit the Mutual

11
<PAGE>

Insurance Company to lower premiums for the same coverage and/or increase
coverage for the same premiums. See "Additional Information Regarding the Mutual
Insurance Company" on page __ for more details.

The expenses involved in the operation of each fund historically have not
included the type of insurance coverage offered by the Mutual Insurance Company.
In fact, none of the funds previously has obtained such insurance for credit
defaults and similar losses relating to a fund's investments. As noted above,
the Board of Trustees has recognized the benefits the Insurance Coverage can
provide to a fund that holds insurable assets. Thus, given these benefits, the
Board of Trustees believes that it is appropriate that the management contract
for each fund be amended to include Annual Premiums payable to the Mutual
Insurance Company on or after January 1, 2004, if any, in the list of enumerated
expenses borne directly by each fund. The Board of Trustees also recognized
that, if shareholders of a fund do not approve the applicable Amended Contract,
FMR has the right, to decline to pay Annual Premiums immediately on behalf of
that fund, and thereby either not obtain coverage (in the case of Spartan U.S.
Treasury Money Market Fund), or terminate a fund's participation in the Mutual
Insurance Company's insurance effective as of the next annual policy renewal
date.

ADDITIONAL INFORMATION REGARDING THE MUTUAL INSURANCE COMPANY. The Mutual
Insurance Company is a Bermuda mutual insurance company that commenced
operations on January 1, 1999. As a mutual insurance company, the Mutual
Insurance Company does not issue stock; ownership interests in the Mutual
Insurance Company belong only to the participating funds as policyholders.

Each fund's Annual Premiums, if any, is based on the risk profile of the
fund's insurable assets. In addition to Annual Premiums, in order to maximize
coverage while maintaining low Annual Premiums, the Mutual Insurance Company's
insurance policies are "assessable;" that is, if (but only if) a loss event
occurs and the accumulated reserves of the Mutual Insurance Company are
insufficient to cover the loss, all participating funds will be subject, in
addition to their Annual Premium payment, to a special assessment premium of up
to approximately 2.5 times their Annual Premium payment. The special assessment
will be made on a pro rata basis in the same proportion as participating funds'
then-current pro rata share of Annual Premiums. Special assessment premiums are
considered a non-recurring and extraordinary type of expense. Therefore, to the
extent a fund participates in the Mutual Insurance Company's insurance program,
the fund would be responsible under both its Present Contract and the Amended
Contract for payment of a special assessment premium as a non-recurring and
extraordinary expense.

COMPARISON OF MANAGEMENT FEES AND TOTAL EXPENSES. The following charts
compare each fund's management fee under the terms of the Present Contract for
the fiscal year ended April 30, 1998, to the management fee and Annual Premium
that each fund would have incurred under the Amended Contract assuming it had
been in effect during that period, that each fund had participated in the
Insurance Coverage and paid Annual Premiums in the amount of each fund's Annual
Premium assessment for 1999 ($419,231 for Spartan Money Market Fund and $5,245
for Spartan U.S. Government Money Market Fund), and the exclusion of FMR's
obligation to pay those Annual Premiums. Because Spartan U.S. Treasury Money
Market Fund did not hold any assets insurable by the Mutual Insurance Company as
of the most recent Asset Measurement Date, the management fees and expenses paid
under the Present Contract and the Amended Contract would be the same.

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<PAGE>

Spartan Money Market
--------------------

Amended Contract
Present Contract Management Fee Plus
Management Fee Annual Premium Difference
-------------- -------------- ----------

$ [40,209,000] $[40,628,231] $[419,231] [1.04%]

Spartan U.s. Government Money Market
------------------------------------

Amended Contract
Present Contract Management Fee Plus
Management Fee Annual Premium Difference
-------------- -------------- ----------

$ [3,561,000] $[3,566,245] $[5,245] [0.15%]

The following tables compare the fees and expenses of Spartan Money Market
Fund and Spartan U.S. Government Money Market Fund paid under the terms of the
Present Contract for the fiscal year ended April 30, 1998, to the fees and
expenses that each such fund would have paid under the Amended Contract,
assuming the Amended Contract had been in effect during that period, that the
fund had participated in the Insurance Coverage provided by the Mutual Insurance
Company and paid Annual Premiums in the amount of each fund's Annual Premiums
assessment for 1999 ($419,231 and $5,245, respectively), and the exclusion of
FMR's obligation to pay those Annual Premiums. Because Spartan U.S. Treasury
Money Market Fund did not hold any assets insurable by the Mutual Insurance
Company as of the most recent Asset Measurement Date, the management fees and
expenses paid under the Present Contract and the Amended Contract would be the
same.

COMPARATIVE FEE TABLE

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

Spartan Money Market Present Contract Amended Contract
- -------------------- ---------------- ----------------

Management Fee 0.4500% 0.4500%

Rule 12b-1 fee None None

Other Expenses 0.0000% 0.0047%

Total Operating Expenses 0.4500% 0.4547%

EXAMPLE: The following illustrates the expenses on a $1,000 investment
under the fees and expenses stated above, assuming (1) 5% annual return and (2)
redemption at the end of each time period.

Life
Years 1 Year 3 Years 5 Years of Fund
- ----- ------ ------- ------- --------
Present Contract $ 5 $ 15 $ 25 $ 57
Amended Contract $ 5 $ 15 $ 25 $ 57

The purpose of this example and the table is to assist investors in
understanding the various costs and expenses of investing in shares of the fund.
The example above should not be considered a representation of past or future
expenses of the fund. Actual expenses may vary from year to year and may be
higher or lower than those shown above.

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<PAGE>

Spartan U.s.
Government Money Market Present Contract Present Contract
- ----------------------- ---------------- ----------------

Management Fee 0.4500% 0.4500%

Rule 12b-1 fee None None

Other Expenses 0.0000% 0.0007

Total Operating Expenses 0.4500% 0.4507

EXAMPLE: The following illustrates the expenses on a $1,000 investment
under the fees and expenses stated above, assuming (1) 5% annual return and (2)
redemption at the end of each time period.

Life
Years 1 Year 3 Years 5 Years of Fund
- ----- ------ ------- ------- --------
Present Contract $ 5 $ 15 $ 25 $ 57
Amended Contract $ 5 $ 15 $ 25 $ 57

MODIFICATION OF MANAGEMENT CONTRACTS' AMENDMENT PROVISIONS. Each Amended
Contract allows FMR and the trust, on behalf of each fund, to amend the
Management Contract subject to the provisions of Section 15 of the 1940 Act, as
modified or interpreted by the SEC. In contrast, the Present Contract explicitly
requires the vote of a majority of the outstanding voting securities of the fund
to authorize all amendments. Generally, the proposed modification to each
Present Contract's amendment provisions will allow FMR and the trust, on behalf
of each fund, to amend the Management Contract without shareholder vote IF THE
1940 ACT PERMITS THEM TO DO SO. For example, under current interpretations of
Section 15 of the 1940 Act, the Amended Contract would give FMR and the trust
the ability to amend the Management Contract immediately to reflect a management
fee decrease without the delay of having first to conduct a proxy solicitation.
In short, the proposed modification gives FMR and the trust added flexibility to
amend the Management Contract subject to 1940 Act constraints. Of course, any
future amendments to the Management Contract would continue to require the
approval of each fund's Board of Trustees. The modifications to the Present
Contract between each fund and FMR are proposed to make it consistent with the
management contracts expected to be adopted by other Fidelity money market
funds.

MATTERS CONSIDERED BY THE BOARD. The mutual funds for which the members
of the Board of Trustees serve as Trustees are referred to herein as the
"Fidelity funds." The Board of Trustees meets at least ten times a year. The
Board of Trustees, including the Independent Trustees, believe that matters
bearing on the appropriateness of the funds' management fees are considered at
most, if not all, of their meetings. While the full Board of Trustees or the
Independent Trustees, as appropriate, act on all major matters, a significant
portion of the activities of the Board of Trustees (including certain of those
described herein) are conducted through committees. The Independent Trustees
meet frequently in executive session and are advised by independent legal
counsel selected by the Independent Trustees.

The proposals to present each Amended Contract to shareholders were
approved by the Board of Trustees of each fund, including the Independent
Trustees, on September 17, 1998 and November 19, 1998. The Board of Trustees
received materials relating to each management contract in advance of the
meeting at which each management contract was considered and had the opportunity
to ask questions and request further information in connection with such
consideration.

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<PAGE>

INFORMATION RECEIVED BY THE BOARD. In connection with their monthly
meetings Trustees receive materials that relate to each management contract.
These materials include (i) information on the investment performance of each
fund, a peer group of funds and an appropriate index or combination of indices,
(ii) sales and redemption data, (iii) the economic outlook and the general
investment outlook in the markets in which each fund invests, and (iv) notable
changes in each fund's investments. The Board of Trustees and the Independent
Trustees also consider periodically other material facts such as (1) FMR's
financial condition, (2) arrangements in respect of the distribution of each
fund's shares, (3) the procedures employed to determine the value of each fund's
assets, (4) the allocation of each fund's brokerage, if any, including
allocations to brokers affiliated with FMR, (5) FMR's management of the
relationships with each fund's custodian and subcustodians, (6) the resources
devoted to and the record of compliance with each fund's investment policies and
restrictions and with policies on personal securities transactions, and (7) the
nature, cost and quality of non-investment management services provided by FMR
and its affiliates.

In response to questions raised by the Independent Trustees, additional
information was furnished by FMR including, among other items, information on
and analysis of (a) the overall organization of FMR, (b) the composition of peer
groups of funds, (c) transfer agency and bookkeeping fees paid to affiliates of
FMR, (d) investment performance, (e) investment management staffing, (f) the
potential for achieving further economies of scale, (g) operating expenses paid
to third parties, (h) the information furnished to investors, including each
fund's shareholders, and (i) information furnished by FMR concerning several
aspects of the captive insurance structure including, among other items,
information on and analysis of the allocation of costs between the funds and
FMR.

In considering each Amended Contract, the Board of Trustees and the
Independent Trustees did not identify any single factor as all-important or
controlling, and the following summary does not detail all of the matters
considered. Matters considered by the Board of Trustees and the Independent
Trustees that relate to the Amended Contracts include the following:

INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether each fund has operated within its
investment objective and its record of compliance with its investment
restrictions. They also reviewed each fund's investment performance as well as
the performance of a peer group of mutual funds, and the performance of an
appropriate index or combination of indices.

FMR'S PERSONNEL AND METHODS. The Board of Trustees and the Independent
Trustees review at least annually the background of each fund's portfolio
manager, and each fund's investment objective and discipline. The Independent
Trustees have also had discussions with senior management of FMR responsible for
investment operations, and the senior management of Fidelity's money market
group. Among other things they considered the size, education and experience of
FMR's investment staff, its use of technology, and FMR's approach to recruiting,
training and retaining portfolio managers and other research, advisory and
management personnel.

NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the
Independent Trustees considered the nature, quality, cost and extent of
administrative and shareholder services performed by FMR and affiliated
companies, both under each Amended Contract and under separate agreements
covering transfer agency functions and pricing, bookkeeping and securities
lending services, if any. The Board of Trustees and the Independent Trustees
have also considered the nature and extent of FMR's supervision of third party
service providers, principally custodians and subcustodians.

EXPENSES. The Board of Trustees and the Independent Trustees considered
each fund's expense ratio and expense ratios of a peer group of funds. They also
considered the amount and nature of fees paid by shareholders.

15
<PAGE>

PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of the
Fidelity funds, including each fund. This consideration included an extensive
review of FMR's methodology in allocating its costs to the management of each
fund. The Board of Trustees and the Independent Trustees have concluded that the
cost allocation methodology employed by FMR has a reasonable basis and is
appropriate in light of all of the circumstances. They considered the profits
realized by FMR in connection with the operation of each fund and whether the
amount of profit is a fair entrepreneurial profit for the management of each
fund. They also considered the profits realized from non-fund businesses which
may benefit from or be related to each fund's business. The Board of Trustees
and the Independent Trustees also considered FMR's profit margins in comparison
with available industry data, both accounting for and ignoring marketing
expenses.

ECONOMIES OF SCALE. The Board of Trustees and the Independent Trustees
considered whether there have been economies of scale in respect of the
management of the Fidelity funds, whether the Fidelity funds (including each
fund) have appropriately benefited from any economies of scale, and whether
there is potential for realization of any further economies of scale. The Board
of Trustees and the Independent Trustees have concluded that FMR's mutual fund
business presents some limited opportunities to realize economies of scale and
that these economies are being shared between fund shareholders and FMR in an
appropriate manner.

OTHER BENEFITS TO FMR. The Board of Trustees and the Independent Trustees
also considered the character and amount of fees paid by each fund and each
fund's shareholders for services provided by FMR and its affiliates, including
fees for services like transfer agency, fund accounting and direct shareholder
services. They also considered the allocation of fund brokerage to brokers
affiliated with FMR and the receipt of sales loads and payments under Rule 12b-1
plans in respect of certain of the Fidelity funds. The Board of Trustees and the
Independent Trustees also considered the revenues and profitability of FMR
businesses other than its mutual fund business, including FMR's retail
brokerage, correspondent brokerage, capital markets, trust, investment advisory,
pension record keeping, insurance publishing, real estate, international
research and investment funds, and others. The Board of Trustees and the
Independent Trustees considered the intangible benefits that accrue to FMR and
its affiliates by virtue of their relationship with each fund.

OTHER BENEFITS TO SHAREHOLDERS. The Board of Trustees and the Independent
Trustees considered the benefit to shareholders of investing in a fund that is
part of a large family of funds offering a variety of investment disciplines and
providing for a large variety of fund and shareholder services. With regard to
the proposed modification to the Present Contracts' amendment provisions, the
Board of Trustees and the Independent Trustees considered the benefit to
shareholders of FMR's and the trust's increased flexibility (within 1940 Act
constraints) to amend the management contracts without the delay and potential
costs of a proxy solicitation.

CONCLUSION. In considering the Amended Contracts, the Board of Trustees
and the Independent Trustees did not identify any single factor as all-important
and the forgoing summary does detail all of the matters considered. Based on
their evaluation of all material factors and assisted by the advice of
independent counsel, the Trustees concluded (i) that the existing management fee
structure is fair and reasonable and (ii) that the proposed modifications to the
management fee rates, that is the proposed addition of Annual Premiums as an
expense borne directly by a fund under the management contract beginning on
January 1, 2004 and the proposed modification of the amendment provisions are in
the best interests of each fund's shareholders. The Board of Trustees, including
the Independent Trustees, voted to approve the submission of the Amended
Contract to shareholders of each fund and recommends that shareholders of each
fund vote FOR the Amended Contract.

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<PAGE>

4. TO AMEND SPARTAN U.S. TREASURY MONEY MARKET FUND'S, SPARTAN U.S.
GOVERNMENT MONEY MARKET FUND'S AND SPARTAN MONEY MARKET FUND'S FUNDAMENTAL
INVESTMENT LIMITATION CONCERNING DIVERSIFICATION.

Spartan U.S. Treasury Money Market Fund's current fundamental investment
limitation concerning diversification is as follows:

"The fund may not with respect to 75% of the fund's total assets, purchase
the securities of any issuer (other than obligations issued or guaranteed
by the U.S. government, its agencies or instrumentalities) if, as a
result, (a) more than 5% of the fund's total assets would be invested in
the securities of each issuer or (b) the fund would hold more than 10% of
the voting securities of such issuer."

Spartan U.S. Government Money Market Fund's current fundamental investment
limitation concerning diversification is as follows:

"The fund may not 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, (a) more than 25% of
the value of its total assets would be invested in the securities of a
single issuer, or (b) with respect to 75% of its total assets, more than
5% of the value of its total assets would be invested in the securities of
a single issuer."

Spartan Money Market Fund's current fundamental investment limitation
concerning diversification is as follows:

Each fund is a diversified company within the meaning of the 1940 Act. In
addition, as money market funds, each fund is subject to additional
diversification requirements. These additional diversification requirements have
been amended by the SEC from time to time, most recently by amendments effective
July 1, 1998. If the SEC's requirements are amended further, it may be necessary
to seek shareholder approval to further modify the funds' fundamental
diversification limits. To avoid the potential cost and delays of such a
solicitation, the Trustees recommend that shareholders of each fund vote to
replace each fund's current fundamental diversification limitation with the
following amended fundamental limitation governing diversification:

"The fund may not purchase the securities of any issuer if, as a result,
the fund would not comply with any applicable diversification requirements
for a money market fund under the Investment Company Act of 1940 and the
rules thereunder, as such may be amended from time to time."

If the proposal is adopted, the Trustees intend to adopt the following
additional non-fundamental limit setting forth each fund's current policy:

"The fund does not currently intend to purchase a security (other than
securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities or securities of other money market funds)
if, as a result, more than 5% of its total assets would be invested in the

17
<PAGE>

securities of a single issuer; provided that the fund may invest up to 25%
of its total assets in the first tier securities of a single issuer for up
to three business days."

For the purposes of this non-fundamental limit certain securities subject
to guarantees (including insurance, letters of credit and demand features) are
not considered securities of their issuer, but are subject to industry standard
requirements for money market funds. This non-fundamental limit may be amended
by the Trustees as necessary to comply with amendments to SEC diversification
policies without the need for shareholder approval.

The proposed limits will allow each fund always to comply with the
diversification limits under the 1940 Act as they are amended from time to time.

CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit each fund and its shareholders. The Trustees recommend
voting FOR the proposal. The amended fundamental diversification limitation,
upon shareholder approval, will become effective when the disclosure is revised
to reflect the changes. If the proposal is not approved by the shareholders of
each fund, each fund's current fundamental diversification limitation will
remain unchanged.

5. TO ELIMINATE REFERENCE TO INVESTMENT STRATEGIES FROM THE SPARTAN MONEY
MARKET FUND'S FUNDAMENTAL INVESTMENT OBJECTIVE.

The Board of Trustees has approved, and recommends that shareholders
approve, a proposal that would eliminate reference to the fund's investment
strategy from the fund's fundamental investment objective, in order to more
clearly communicate the fund's investment objective in conformity with the
disclosure requirements of the new Form N-1A (the form required by the SEC to
register mutual funds). The elimination of the investment strategy from the
investment objective will have no material effect on the way the fund is
managed. The fund's current primary investment objective is as follows:

"Spartan Money Market Fund seeks as high a level of current income as is
consistent with preservation of capital and liquidity by investing
principally in money market instruments."

The fund's objective is fundamental, which means it cannot be modified
without a vote of the fund's shareholders.

If the proposal is approved, the fund's investment objective will be
amended to read as follows:

"Spartan Money Market seeks as high a level of current income as is
consistent with the preservation of capital and liquidity."

As indicated above, if the proposal is approved, the investment strategy
currently incorporated into the fund's fundamental investment objective (i.e.,
"by investing principally in money market instruments") would be eliminated from
the objective. The eliminated strategy is currently described elsewhere in the
fund's disclosure. Eliminating this strategy from the fund's investment
objective is not expected to materially affect the investment strategies or
performance of the fund. Adoption of the proposed modification to the fund's
objective also would allow the fund to comply with the requirements of revised
Form N-1A to provide concise, understandable descriptions of investment
objectives and policies, and to allow the fund to more clearly communicate its
investment strategies to shareholders.

18
<PAGE>

DISCUSSION OF PROPOSED MODIFICATIONS. Form N-1A has been amended by the
SEC to improve fund prospectus disclosure and to promote more effective
communication of information about funds to investors. The amendments focus on
disclosure in a fund's prospectus concerning essential information about the
fund that will assist investors in deciding whether to invest in the fund. The
amendments also minimize prospectus disclosure about technical, legal, and
operational matters that generally are common to all funds. To comply with the
requirements of the amended Form N-1A, FMR proposes to eliminate the investment
strategy from the fund's fundamental objective because the strategy is covered
by other policies or disclosure. The revised investment objective will provide
clarification to investors and more clearly communicate a concise,
understandable description of the fund's investment objective.

Although FMR is proposing to amend the fund's investment objective, it is
not expected that the fund will change its method of choosing securities or the
types of securities in which it invests. The fund's portfolio will continue to
be invested principally in money market instruments.

CONCLUSION. The Board of Trustees believes that eliminating the fund's
investment strategy from the fund's investment objective is in the best
interests of the fund and its shareholders, and unanimously recommends that
shareholders vote FOR the proposal. If approved by shareholders, the elimination
of reference to investment strategies will become effective when disclosure is
revised to reflect the change. If the proposal is not approved, the fund's
fundamental investment objective will remain unchanged.

ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS

The primary purpose of Proposals 6 through 9 are to revise several of the
fund's investment limitations to conform to limitations which are standard for
similar types of funds managed by FMR. The Board of Trustees asked FMR to
analyze the various fundamental and non-fundamental investment limitations of
the Fidelity funds, and, where practical and appropriate to a fund's investment
objective and policies, propose to shareholders adoption of standard fundamental
limitations and elimination of certain other fundamental limitations.

It is not anticipated that these proposals will substantially affect the
way a fund is currently managed. However, FMR is presenting them to you for your
approval because FMR believes that increased standardization will help to
promote operational efficiencies and facilitate monitoring of compliance with
fundamental and non-fundamental investment limitations. Although adoption of
revised limitations is not likely to have any impact on the current investment
techniques employed by the fund, it will contribute to the overall objectives of
standardization.

6. TO AMEND SPARTAN U.S. TREASURY MONEY MARKET FUND'S FUNDAMENTAL
INVESTMENT LIMITATION CONCERNING THE CONCENTRATION OF ITS INVESTMENTS
IN A SINGLE INDUSTRY.

The fund's current fundamental investment limitation concerning the
concentration of its investments within a single industry states:

"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed by the U.S. government 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."

The Trustees recommend that shareholders of the fund vote to replace this
fundamental investment limitation with the following amended fundamental
investment limitation governing concentration (additional language is
((underlined)) and deleted language is [bracketed]):

19
<PAGE>

"The fund may not purchase the securities of any issuer (other than
[obligations] ((securities)) issued or guaranteed by the U.S. Government
or any of 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 ((companies whose)) [issuers having their]
principal business activities ((are)) in the same industry."

The primary purpose of the proposal is to revise the fund's fundamental
concentration limitation to conform to a limitation which is expected to become
standard for all funds managed by FMR. (See "Adoption of Standardized Investment
Limitations" on page __.) If the proposal is approved, the new fundamental
concentration limitation could not be changed without the approval of
shareholders.

Adoption of the proposed amended limitation on concentration is not
expected to affect the way the fund is managed, the investment performance of
the fund, or the securities or instruments in which the fund invests.

The proposed amended limitation is not substantially different from the
current policy and is not likely to have any impact on the investment techniques
employed by the fund.

CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the fund and its shareholders. The Trustees recommend voting FOR the
proposal. Upon shareholder approval, the amended fundamental limitation will
become effective immediately. If the proposal is not approved by the
shareholders of the fund, the fund's current limitation will remain unchanged.

7. TO AMEND SPARTAN U.S. GOVERNMENT MONEY MARKET FUND'S
FUNDAMENTAL INVESTMENT LIMITATION CONCERNING BORROWING.

The fund's current fundamental investment limitation concerning BORROWING
states:

"The fund may not borrow money, except that the fund may (i) borrow money
for temporary or emergency purposes (not for leveraging or investment), or
(ii) engage in reverse repurchase agreements, provided that (i) and (ii)
in combination ("borrowings"), do not exceed 33 1/3% of the value of the
fund's total assets (other than borrowings). Any borrowings that come to
exceed 33 1/3% of the value of the fund's total assets will be reduced
within three days (exclusive of Sundays and holidays) to the extent
necessary to comply with the 33 1/3% limitation."

The Trustees recommend that shareholders of the fund vote to replace the
fund's current fundamental investment limitation with the following amended
fundamental investment limitation governing borrowing (additional language is
((underlined)) and deleted language is [bracketed]):

"The fund may not borrow money, except that the fund may (i) borrow money
for temporary or emergency purposes (not for leveraging or investment)
((and)) [,or] (ii) engage in reverse repurchase agreements[,] ((for any
purpose;)) provided that (i) and (ii) in combination [("borrowings")] do
not exceed 33 1/3% of the [value of the] fund's total assets (((including
the amount borrowed) less liabilities)) (other than borrowings). Any
borrowings that come to exceed [33 1/3% of the value of the fund's total
assets] ((this amount)) will be reduced within three days (((not
including)) [(exclusive of] Sundays and holidays) to the extent necessary
to comply with the 33 1/3% limitation."

20
<PAGE>

The primary purpose of the proposal is to revise the fund's fundamental
borrowing limitation to conform to a limitation that is expected to become
standard for all funds managed by FMR. (See "Adoption of Standardized Investment
Limitations" on page __.) If the proposal is approved, the amended fundamental
borrowing limitation cannot be changed without the approval of shareholders.

Adoption of the proposed fundamental limitation concerning borrowing is not
expected to affect the way in which the fund is managed, the investment
performance of the fund, or the securities or instruments in which the fund
invests. However, the proposed fundamental limitation would clarify two points.
First, under the proposed limitation the fund may engage in reverse repurchase
agreements for any purpose, while the current limitation does not specify the
purposes for which the fund may engage in reverse repurchase agreements. Second,
the proposed limitation specifies that the amount of borrowings do not exceed 33
1/3% of the fund's total assets (including the amount borrowed) less liabilities
(other than borrowings). The current limitation does not specify that
liabilities other than borrowings are deducted from total assets when
calculating the amount each fund may borrow, as percentage of net assets. The
amendments make the limitation consistent with the requirements the fund is
already subject to pursuant to the 1940 Act.

8. TO AMEND SPARTAN U.S. TREASURY MONEY MARKET FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING REAL ESTATE.

The fund's fundamental investment limitation concerning real estate
currently states:

"The fund may not purchase or sell real estate unless acquired as a result
of ownership of securities (but this shall not prevent the fund from
purchasing and selling marketable securities issued by companies or other
entities or investment vehicles that deal in real estate or interests
therein, nor shall this prevent the fund from purchasing interests in
pools of real estate mortgage loans)."

The Trustees recommend that shareholders of the fund vote to replace this
fundamental investment limitation with the following fundamental investment
limitation governing purchases and sales of real estate (additional language is
((underlined)) and deleted language is [bracketed]):

"The fund may not 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 [purchasing and selling marketable securities issued
by companies] ((investing in securities)) or other [entities or investment
vehicles that deal in real estate or interests therein, nor shall this
prevent the fund from purchasing interests in pools of real estate
mortgage loans)] ((instruments backed by real estate or securities of
companies engaged in the real estate business)))."

The primary purpose of the proposed amendment is to clarify the types of
securities in which the fund is authorized to invest and to conform the fund's
fundamental real estate limitation to a limitation that is expected to become
standard for all funds managed by FMR. (See "Adoption of Standardized Investment
Limitations" on page __.) If the proposal is approved, the new fundamental real
estate limitation may not be changed without the approval of shareholders.

21
<PAGE>

Adoption of the proposed limitation concerning real estate is not expected
to significantly affect the way in which the fund is managed, the investment
performance of the fund, or the securities or instruments in which the fund
invests. However, to the extent that the fund invests to a greater extent in
real estate related securities, it will be subject to the risks of the real
estate market. This industry is sensitive to factors such as changes in real
estate values and property taxes, overbuilding, variations in rental income, and
interest rates. Performance could also be affected by the structure, cash flow,
and management skill of real estate companies.

The fund does not expect to acquire real estate. However, the proposed
limitation would clarify several points. First, the proposed limitation would
make explicit that the fund may acquire a security or other instrument that is
secured by a mortgage or other right to foreclose on real estate, in the event
of a default. Any investments in these securities or other instruments are, of
course, subject to the fund's investment objective and policies and to other
limitations regarding diversification and concentration in particular
industries. Also, the proposed limitation specifically permits the fund to sell
real estate acquired as a result of ownership of securities or other
instruments. However, in light of the types of securities in which the fund
regularly invests, FMR considers this to be a remote possibility.

CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the fund and its shareholders. The Trustees recommend voting FOR the
proposal. Upon shareholder approval, the amended fundamental limitation will
become effective when disclosure is revised to reflect the changes. If the
proposal is not approved by the shareholders of the fund, the fund's current
limitation will remain unchanged.

9. TO AMEND SPARTAN U.S. TREASURY MONEY MARKET FUND'S FUNDAMENTAL
INVESTMENT LIMITATION CONCERNING LENDING.

The fund's current fundamental investment limitation concerning lending is
as follows:

"The fund may not make loans, except (a) by lending portfolio securities
if, as a result thereof, not more than 33 1/3% of the fund's total assets
(taken at current value) would be subject to loan transactions or (b)
through the purchase of a portion of an issue of debt securities in
accordance with its investment objective, policies, and limitations."

The Trustees recommend that the shareholders of the fund vote to replace
the fund's limitation with the following amended fundamental investment
limitation governing lending (additional language is ((underlined)) and deleted
language is [bracketed]:

"The fund may not [make loans, except (a) by lending portfolio securities]
((lend any security or make any other loan)) if, as a result [thereof],
[not] more than 33 1/3% of [the fund's] ((its)) total assets [(taken at
current value)] would be ((lent to other parties, but this limitation does
not apply to purchases of debt securities or to repurchase agreements))
[subject to loan transactions or (b) through the purchase of a portion of
an issue of debt securities in accordance with its investment objective,
policies, and limitations]."

The primary purpose of this proposal is to revise the fund's fundamental
lending limitation to conform to a limitation expected to become standard for
all funds managed by FMR. (See "Adoption of Standardized Investment Limitations"
on page __). If the proposal is approved, the new fundamental lending limitation
cannot be changed without the approval of shareholders.

22
<PAGE>

Adoption of the proposed limitation on lending is not expected to affect
the way in which the fund is managed, the investment performance of the fund, or
the instruments in which the fund invests. However, the proposed limitation
would clarify two points. First, the proposed limitation provides specific
authority for the fund to acquire the entire portion of an issue of debt
securities. Ordinarily, if a fund purchases an entire issue of debt securities,
there may be greater risks of illiquidity and unavailability of public
information if the issuer has no other issue of securities outstanding, and it
may be more difficult to obtain pricing information to be used in establishing a
fund's daily share price. Second, the proposed amendment eliminates the
reference to "portfolio securities" in the exception for repurchase agreements.

CONCLUSION. The Board of Trustees has concluded that the proposal will
benefit the fund and its shareholders. The Trustees recommend voting FOR the
proposal. Upon shareholder approval, the amended fundamental limitation will
become effective when disclosure is revised to reflect the changes. If the
proposal is not approved by the shareholders of the fund, the fund's current
limitation will remain unchanged.

OTHER BUSINESS

The Board knows of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is the
intention that proxies that do not contain specific instructions to the contrary
will be voted on such matters in accordance with the judgment of the persons
therein designated.

ACTIVITIES AND MANAGEMENT OF FMR

FMR, a corporation organized in 1946, serves as investment adviser to a
number of investment companies. Information concerning the advisory fees, net
assets, and total expenses of funds with investment objectives similar to
Spartan U.S. Treasury Money Market Fund, Spartan U.S. Government Money Market
Fund and Spartan Money Market Fund and advised by FMR is contained in the Table
of Average Net Assets and Expense Ratios in Exhibit 4 beginning on page __.

FMR, its officers and directors, its affiliated companies, and the
Trustees, from time to time have transactions with various banks, including the
custodian banks for certain of the funds advised by FMR. Those 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.

The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board
and of the Executive Committee; Robert C. Pozen, President; and Peter S.
Lynch, Vice Chairman. Each of the Directors is also a Trustee of the trust.
Messrs. Johnson 3d, Pozen, J. Gary Burkhead, John H. Costello, Eric D.
Roiter, Thomas D. Maher, Thomas Simpson, Richard A. Silver, Leonard M. Rush,
Fred L. Henning, Jr., Boyce Greer, and Robert Litterst and John Todd are
currently officers of the trust and officers or employees of FMR or FMR Corp.
With the exception of Mr. Costello, [Mr. Maher], [Mr. Simpson], [Mr. Silver],
and [__], all of these persons hold or have options to acquire stock of FMR
Corp. The principal business address of each of the Directors of FMR is 82
Devonshire Street, Boston, Massachusetts 02109.

All of the stock of FMR is owned by its parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts 02109, which was organized on October
31, 1972. Members of Mr. Edward C. Johnson 3d's family are the predominant
owners of a class of shares of common stock, representing approximately 49% of
the voting power of FMR Corp., and, therefore, under the 1940 Act may be deemed
to form a controlling group with respect to FMR Corp.

23
<PAGE>

During the period April 30, 1998 through December 31, 1998, no
transactions were entered into by Trustees and nominees as Trustee of the trust
involving more than 1% of the voting common, non-voting common and equivalent
stock, or preferred stock of FMR Corp.

ACTIVITIES AND MANAGEMENT OF FIMM

FIMM is a wholly owned subsidiary of FMR formed in 1997 to provide
portfolio management services to Fidelity's money market funds and investment
advice with respect to money market instruments.

Funds with investment objectives similar to each fund for which FMR has
entered into a sub-advisory agreement with FIMM (the successor to FMR Texas),
and the net assets of each of these funds, are indicated in the Table of Average
Net Assets and Expense Ratios in Exhibit 4 beginning on page __.

The Directors of FIMM are Edward C. Johnson 3d, Chairman, and Robert C.
Pozen, President. Mr. Johnson 3d also is President and a Trustee of the trust
and of other funds advised by FMR; Chairman, Chief Executive Officer,
President, and a Director of FMR Corp.; Chairman of the Board and of the
Executive Committee of FMR; a Director of FMR; and Chairman and Director of
Fidelity Management & Research (U.K.) Inc. (FMR U.K.) and Fidelity Management
& Research (Far East) Inc. (FMR Far East. In addition, Mr. Pozen is Senior
Vice President and a Trustee of the trust and Senior Vice President and a
Trustee of other funds advised by FMR; a Director of FMR Corp.; Director of
FMR; and President and Director of FMR U.K. and FMR Far East. Each of the
Directors is a stockholder of FMR Corp. The principal business address of the
Directors is 82 Devonshire Street, Boston, Massachusetts 02109.

PRESENT MANAGEMENT CONTRACTS

Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of each fund in accordance with its investment objective, policies,
and limitations. FMR also provides each fund with all necessary office
facilities and personnel for servicing each fund's investments, compensates all
officers of each fund and all Trustees who are "interested persons" of the trust
or of FMR, and all personnel of each fund or 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, provide the management and administrative services necessary
for the operation of each fund. These services include providing facilities for
maintaining each fund's organization; supervising relations with custodians,
transfer and pricing agents, accountants, underwriters, and other persons
dealing with each fund; preparing all general shareholder communications and
conducting shareholder relations; maintaining each fund's records and the
registration of each fund's shares under federal and state laws; developing
management and shareholder services for each fund; and furnishing reports,
evaluations, and analyses on a variety of subjects to the Trustees. Services
provided by affiliates of FMR will continue under the proposed management
contract described in proposal 3.

FMR is responsible for the payment of all operating expenses of each
fund with certain exceptions. Specific expenses payable by FMR include expenses
for typesetting, printing, and mailing proxy materials to shareholders; legal
expenses, fees of the custodian, auditor, and interested Trustees; each fund's
proportionate share of insurance premiums and Investment Company Institute dues,
and the costs of registering shares under federal securities laws and making
necessary filings under state securities laws. Each fund's management contract
further provides that FMR will pay for typesetting, printing, and mailing

24
<PAGE>

prospectuses, statements of additional information, notices and reports to
shareholders; however, under the terms of each fund's transfer agent agreement,
the transfer agent bears the costs of providing these services to existing
shareholders. FMR also pays all fees associated with transfer agency, dividend
disbursing, and shareholder services, pricing and bookkeeping services, and
administration of each fund's securities lending program.

FMR pays all other expenses of each fund with the following exceptions: fees
and expenses of all Trustees of the trust who are not "interested persons" of
the trust or FMR (the non-interested Trustees), interest, taxes, brokerage
commissions (if any), and such nonrecurring expenses as may arise, including
costs of any litigation to which the fund may be a party, and any obligation it
may have to indemnify its officers and Trustees with respect to litigation.

FMR is manager of Spartan U.S. Treasury Money Market Fund, Spartan U.S.
Government Money Market Fund, and Spartan Money Market Fund pursuant to a
management contracts dated June 16, 1995, June 17, 1994, and June 17, 1994,
respectively, which were approved by shareholders on April 19, 1995, March 23,
1994, and March 23, 1994, respectively, pursuant to Agreement and Plans of
Reorganization providing for the conversion of each fund into separate funds of
a Delaware business trust.

For the services of FMR under the management contracts, each fund pays FMR a
monthly management fee at the annual rate of 0.45% of its average net assets
throughout the month. Fees received by FMR, after reduction of fees and expenses
paid by the fund to the non-interested trustees, for the fiscal year ended April
30, 1998 from the fund were $8,504,000.

FMR may, from time to time, agree to reimburse all or a portion of each
fund's total operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). 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.

The fund also 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 is 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 funds, which are continuously offered at net asset value per
share. Promotional and administrative expenses in connection with the offer and
sale of shares are paid by FMR.

PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in each fund's
management contract.

FMR may place agency transactions with National Financial Services
Corporation (NFSC) and Fidelity Brokerage Services (Japan), LLC (FBSJ), indirect
subsidiaries of FMR Corp., if the commissions are fair, reasonable, and
comparable to commissions charged by non-affiliated, qualified brokerage firms
for similar services. Prior to December 9, 1997, FMR used research services
provided by and placed agency transactions with Fidelity Brokerage Services
(FBS), an indirect subsidiary of FMR Corp.

For fiscal year 1998 the funds paid no brokerage commissions to
affiliated brokers.

25
<PAGE>

SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS

The trust does not hold annual shareholder meetings. Shareholders wishing
to submit proposals for inclusion in a proxy statement for a subsequent
shareholder meeting should send their written proposals to the Secretary of the
Trust, 82 Devonshire Street, Boston, Massachusetts 02109.

NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES

Please advise the trust, in care of ______________, whether other persons
are beneficial owners of shares for which proxies are being solicited and, if
so, the number of copies of the Proxy Statement and Annual Reports you wish to
receive in order to supply copies to the beneficial owners of the respective
shares.

26
<PAGE>

EXHIBIT 1

((UNDERLINED)) LANGUAGE WILL BE ADDED
[BRACKETED] LANGUAGE WILL BE DELETED

FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY HEREFORD STREET TRUST:
SPARTAN U.S. TREASURY MONEY MARKET FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

((AMENDMENT)) [AGREEMENT] as of this [16]__ day of [June 1995] 19__, by and
between Fidelity Hereford Street Trust, a Delaware business trust which may
issue one or more series of shares of beneficial interest (hereinafter called
the "Fund"), on behalf of Spartan U.S. Treasury Money Market Fund (hereinafter
called the "Portfolio"), and Fidelity Management & Research Company, a
Massachusetts corporation (hereinafter called the "Adviser") ((as set forth in
its entirety below.))

((Required authorization and approval by shareholders and Trustees having
been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby
consent, pursuant to Paragraph 5 of the existing Management Contract dated June
16, 1995, to a modification of said Contract in the manner set forth below. The
Amended Management Contract shall, when executed by duly authorized officers of
the Fund and Adviser, take effect on or the first day of the month following
approval.))

1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision of the
Fund's Board of Trustees, direct the investments of the Portfolio in accordance
with the investment objective, policies and limitations as provided in the
Portfolio's Prospectus or other governing instruments, as amended from time to
time, the Investment Company Act of 1940 and rules thereunder, as amended from
time to time (the "1940 Act"), and such other limitations as the Portfolio may
impose by notice in writing to the Adviser. The Adviser shall also furnish for
the use of the Portfolio office space and all necessary office facilities,
equipment and personnel for servicing the investments of the Portfolio; and
shall pay the salaries and fees of all officers of the Fund, of all Trustees of
the Fund who are "interested persons" of the Fund or of the Adviser and of all
personnel of the Fund or the Adviser performing services relating to research,
statistical and investment activities. The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell, lend
and otherwise trade in any stocks, bonds and other securities and investment
instruments on behalf of the Portfolio. The investment policies and all other
actions of the Portfolio are and shall at all times be subject to the control
and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for
the performance by its affiliates of) the management and administrative services
necessary for the operation of the Fund. The Adviser shall, subject to the
supervision of the Board of Trustees, perform various services for the
Portfolio, including but not limited to: (i) providing the Portfolio with office
space, equipment and facilities (which may be its own) for maintaining its
organization; (ii) on behalf of the Portfolio, supervising relations with, and
monitoring the performance of, custodians, depositories, transfer and pricing
agents, accountants, attorneys, underwriters, brokers and dealers, insurers and
other persons in any capacity deemed to be necessary or desirable; (iii)
preparing all general shareholder communications, including shareholder reports;
(iv) conducting shareholder relations; (v) maintaining the Fund's existence and

<PAGE>

its records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal and
state law; and (vii) investigating the development of and developing and
implementing, if appropriate, management and shareholder services designed to
enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or
analyses to the Fund as the Fund's Board of Trustees may request from time to
time or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund policies,
and shall carry out such policies as are adopted by the Trustees. The Adviser
shall, subject to review by the Board of Trustees, furnish such other services
as the Adviser shall from time to time determine to be necessary or useful to
perform its obligations under this Contract.

(c) The Adviser undertakes to pay all expenses involved in the
operation of the Portfolio, except the following, which shall be paid by the
Portfolio: (i) taxes; (ii) the fees and expenses of all Trustees of the Fund who
are not "interested persons" of the Fund or of the Adviser; (iii) brokerage fees
and commissions; (iv) interest expenses with respect to borrowings by the
Portfolio; (v) such non-recurring and extraordinary expenses as may arise,
including actions, suits or proceedings to which the Portfolio is or is
threatened to be a party and the legal obligation that the Portfolio may have to
indemnify the Fund's Trustees and officers with respect thereto; and (((vi)
annual insurance premiums payable on or after January 1, 2004 to a mutual
insurance company for insurance coverage relating to certain assets held by the
Portfolio.)) It is understood that service charges billed directly to
shareholders of the Portfolio, including charges for exchanges, redemptions, or
other services, shall not be payable by the Adviser, but may be received and
retained by the Adviser or its affiliates.

(d) The Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or dealers
selected by the Adviser, which may include brokers or dealers affiliated with
the Adviser. The Adviser shall use its best efforts to seek to execute portfolio
transactions at prices which are advantageous to the Portfolio and at commission
rates which are reasonable in relation to the benefits received. In selecting
brokers or dealers qualified to execute a particular transaction, brokers or
dealers may be selected who also provide brokerage and research services (as
those terms are defined in Section 28(e) of the Securities Exchange Act of 1934)
to the Portfolio and/or the other accounts over which the Adviser or its
affiliates exercise investment discretion. The Adviser is authorized to pay a
broker or dealer who provides such brokerage and research services a commission
for executing a portfolio transaction for the Portfolio which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer. This determination may be
viewed in terms of either that particular transaction or the overall
responsibilities which the Adviser and its affiliates have with respect to
accounts over which they exercise investment discretion. The Trustees of the
Fund shall periodically review the commissions paid by the Portfolio to
determine if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors, officers or
otherwise and that directors, officers and stockholders of the Adviser are or
may be or become similarly interested in the Fund, and that the Adviser may be
or become interested in the Fund as a shareholder or otherwise.

<PAGE>

3. For the services and facilities to be furnished hereunder, the Adviser
shall receive a monthly management fee, payable monthly as soon as practicable
after the last day of each month, at the annual rate of 0.45% of the average
daily net assets of the Portfolio (computed in the manner set forth in the
Declaration of Trust) throughout the month; provided that the fee, so computed,
shall be reduced by the compensation, including reimbursement of expenses, paid
by the Portfolio to those Trustees who are not "interested persons" of the Fund
or the Adviser.

In case of initiation or termination of this Contract during any month,
the fee for that month shall be reduced proportionately on the basis of the
number of business days during which it is in effect, and the fee computed upon
the average net assets for the business days it is so in effect for that month.

4. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage in
other activities, provided, however, that such other services and activities do
not, during the term of this Contract, interfere, in a material manner, with the
Adviser's ability to meet all of its obligations with respect to rendering
services to the Portfolio hereunder. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Adviser, the Adviser shall not be subject to liability to the
Portfolio or to any shareholder of the Portfolio for any act or omission in the
course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security ((or
other investment instrument.))

5. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 5, this Contract shall continue in force until May 31 [1995]
((2000)) and indefinitely thereafter, but only so long as the continuance
after such date shall be specifically approved at least annually by vote of
the Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Portfolio.

(b) This Contract may be modified by mutual consent [,such consent on
the part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio] ((subject to the provisions of Section 15 of
the 1940 Act, as modified by or interpreted by any applicable order or orders of
the Securities and Exchange Commission (the "Commission") or any rules or
regulations adopted by, or interpretative releases of, the Commission)).

(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 5, the terms of any continuance or modification of this
Contract must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to the Contract or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.

(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio. This Contract shall
terminate automatically in the event of its assignment.

6. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust or other
organizational documents and agrees that the obligations assumed by the Fund
pursuant to this Contract shall be limited in all cases to the Portfolio and its
assets, and the Adviser shall not seek satisfaction of any such obligation from
the shareholders or any shareholder of the Portfolio or any other Portfolios of
the Fund. In addition, the Adviser shall not seek satisfaction of any such
obligations from the Trustees or any individual Trustee. The Adviser understands

<PAGE>

that the rights and obligations of any Portfolio under the Declaration of Trust
or other organizational document are separate and distinct from those of any and
all other Portfolios.

7. This Agreement shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Massachusetts, without giving effect to the
choice of laws provisions thereof.

The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as hereafter
amended, and subject to such orders as may be granted by [the Securities and
Exchange Commission] ((the Commission.))

IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized, and their
respective seals to be hereunto affixed, all as of the date written above.

[SIGNATURE LINES OMITTED]

<PAGE>

EXHIBIT 2

((UNDERLINED)) LANGUAGE WILL BE ADDED
[BRACKETED] LANGUAGE WILL BE DELETED

FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY HEREFORD STREET TRUST:
SPARTAN U.S. GOVERNMENT MONEY MARKET FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

((AMENDMENT)) [AGREEMENT] as of this [17]__ day of [June 1994] 19__, by and
between Fidelity Hereford Street Trust, a Delaware business trust which may
issue one or more series of shares of beneficial interest (hereinafter called
the "Fund"), on behalf of Spartan U.S. Government Money Market Fund (hereinafter
called the "Portfolio"), and Fidelity Management & Research Company, a
Massachusetts corporation (hereinafter called the "Adviser") ((as set forth in
its entirety below)).

((Required authorization and approval by shareholders and Trustees having
been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby
consent, pursuant to Paragraph 5 of the existing Management Contract dated June
17, 1994, to a modification of said Contract in the manner set forth below. The
Amended Management Contract shall, when executed by duly authorized officers of
the Fund and Adviser, take effect on or the first day of the month following
approval.))

<PAGE>

preparing all general shareholder communications, including shareholder reports;
(iv) conducting shareholder relations; (v) maintaining the Fund's existence and
its records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal and
state law; and (vii) investigating the development of and developing and
implementing, if appropriate, management and shareholder services designed to
enhance the value or convenience of the Portfolio as an investment vehicle.

(c) The Adviser undertakes to pay all expenses involved in the
operation of the Portfolio, except the following, which shall be paid by the
Portfolio: (i) taxes; (ii) the fees and expenses of all Trustees of the Fund who
are not "interested persons" of the Fund or of the Adviser; (iii) brokerage fees
and commissions; (iv) interest expenses with respect to borrowings by the
Portfolio; and (v) such non-recurring and extraordinary expenses as may arise,
including actions, suits or proceedings to which the Portfolio is or is
threatened to be a party and the legal obligation that the Portfolio may have to
indemnify the Fund's Trustees and officers with respect thereto; and (((vi)
annual insurance premiums payable on or after January 1, 2004 to a mutual
insurance company for insurance coverage relating to certain assets held by the
Portfolio.)) It is understood that service charges billed directly to
shareholders of the Portfolio, including charges for exchanges, redemptions, or
other services, shall not be payable by the Adviser, but may be received and
retained by the Adviser or its affiliates.

The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.

<PAGE>

6. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's [Trust Instrument]
((Declaration of Trust or other organizational)) DOCUMENTS and agrees that the
obligations assumed by the Fund pursuant to this Contract shall be limited in
all cases to the Portfolio and its assets, and the Adviser shall not seek
satisfaction of any such obligation from the shareholders or any shareholder of
the Portfolio or any other Portfolios of the Fund. In addition, the Adviser
shall not seek satisfaction of any such obligations from the Trustees or any
individual Trustee. The Adviser understands that the rights and obligations of

<PAGE>

any Portfolio under the [Trust Instrument] ((Declaration of Trust or other
organizational document)) are separate and distinct from those of any and all
other Portfolios.

7. This Agreement shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Massachusetts, without giving effect to the
choice of laws provisions thereof.

[SIGNATURE LINES OMITTED]

<PAGE>

EXHIBIT 3

((UNDERLINED)) LANGUAGE WILL BE ADDED
[BRACKETED] LANGUAGE WILL BE DELETED

FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY HEREFORD STREET TRUST:
SPARTAN MONEY MARKET FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

((AMENDMENT)) [AGREEMENT] as of this [17]__ day of [June 1994] 19__, by and
between Fidelity Hereford Street Trust, a Delaware business trust which may
issue one or more series of shares of beneficial interest (hereinafter called
the "Fund"), on behalf of Spartan Money Market Fund (hereinafter called the
"Portfolio"), and Fidelity Management & Research Company, a Massachusetts
corporation (hereinafter called the "Adviser") ((as set forth in its entirety
below)).

((Required authorization and approval by shareholders and Trustees having
been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby
consent, pursuant to Paragraph 5 of the existing Management Contract dated June
17, 1994, to a modification of said Contract in the manner set forth below. The
Amended Management Contract shall, when executed by duly authorized officers of
the Fund and Adviser, take effect on or the first day of the month following
approval.))

<PAGE>

(c) The Adviser undertakes to pay all expenses involved in the
operation of the Portfolio, except the following, which shall be paid by the
Portfolio: (i) taxes; (ii) the fees and expenses of all Trustees of the Fund who
are not "interested persons" of the Fund or of the Adviser; (iii) brokerage fees
and commissions; (iv) interest expenses with respect to borrowings by the
Portfolio; and (v) such non-recurring and extraordinary expenses as may arise,
including actions, suits or proceedings to which the Portfolio is or is
threatened to be a party and the legal obligation that the Portfolio may have to
indemnify the Fund's Trustees and officers with respect thereto; and (((vi)
annual insurance premiums payable on or after January 1, 2004 to a mutual
insurance company for insurance coverage relating to certain assets held by the
Portfolio.)) It is understood that service charges billed directly to
shareholders of the Portfolio, including charges for exchanges, redemptions, or
other services, shall not be payable by the Adviser, but may be received and
retained by the Adviser or its affiliates.

The Adviser shall, in acting hereunder, be an independent contractor. The
Adviser shall not be an agent of the Portfolio.

<PAGE>

6. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's [Trust Instrument]
((Declaration of Trust or other organizational documents)) and agrees that the
obligations assumed by the Fund pursuant to this Contract shall be limited in
all cases to the Portfolio and its assets, and the Adviser shall not seek
satisfaction of any such obligation from the shareholders or any shareholder of
the Portfolio or any other Portfolios of the Fund. In addition, the Adviser
shall not seek satisfaction of any such obligations from the Trustees or any
individual Trustee. The Adviser understands that the rights and obligations of

<PAGE>

any Portfolio under the [Trust Instrument] ((Declaration of Trust or other
organizational document)) are separate and distinct from those of any and all
other Portfolios.

7. This Agreement shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Massachusetts, without giving effect to the
choice of laws provisions thereof.

[SIGNATURE LINES OMITTED]

<PAGE>

[TO BE UPDATED]

EXHIBIT 4
<TABLE>
<CAPTION>

FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS (A)

RATIO OF NET
ADVISORY FEES
TO AVERAGE
AVERAGE NET ASSETS
INVESTMENT FISCAL NET ASSETS PAID
OBJECTIVE AND FUND YEAR END (A) (MILLIONS)(B) TO FMR (C)
- ------------------ ------------ ------------- ----------
<S> <C> <C> <C>
TAXABLE MONEY MARKET (Y)

The North Carolina Capital
Management Trust:
Cash Portfolio 6/30/97 $ 2,068.90 0.35%
Daily Income Trust 8/31/97 2,359.00 0.32
Money Market Trust:
Retirement Government
Money Market 8/31/97 2,740.60 0.42
Retirement Money Market 8/31/97 5,941.50 0.42
Rated Money Market
Class I 9/30/97 304.90 0.20*
Class II 9/30/97 10.40 0.20*
Class III 9/30/97 34.30 0.20*
Prime
Daily Money Class 10/31/97 2,528.10 0.39*
Capital Reserves Class 10/31/97 1,737.80 0.39
Treasury
Daily Money Class 10/31/97 1,442.20 0.41*
Capital Reserves Class 10/31/97 265.80 0.41*
Advisor B Class 10/31/97 23.10 0.41*
Advisor C Class (*)@ 10/31/98** 0.0 0.41*

<PAGE>

U.S. Government Reserves 11/30/97 1,217.20 0.21
Cash Reserves 11/30/97 22,411.10 0.21
VIP: Money Market 12/31/97 1,112.70 0.21
Select Money Market 2/28/98 816.30 0.20
Colchester Street Trust:
Domestic Portfolio
Class I 3/31/98 1,147.30 0.20*
Class II 3/31/98 10.80 0.20*
Class III 3/31/98 85.00 0.20*
Government Portfolio
Class I 3/31/98 3,407.70 0.20*
Class II 3/31/98 115.80 0.20*
Class III 3/31/98 692.30 0.20*
Money Market Portfolio
Class I 3/31/98 9,433.60 0.18*
Class II 3/31/98 97.1 0.18*
Class III 3/31/98 692.30 0.18*
Treasury Portfolio:
Class I 3/31/98 4,786.40 0.20*
Class II 3/31/98 293.20 0.20*
Class III 3/31/98 3,326.20 0.20*
Treasury Only Portfolio
Class I 3/31/98 1,086.20 0.20*
Class II 3/31/98 50.60 0.20*
Class III 3/31/98 63.70 0.20*
Spartan Money Market 4/30/98 8,943.90 0.45
Spartan U.S. Government Money Market 4/30/98 792.20 0.45
Spartan U.S. Treasury Money Market 4/30/98 1,891.40 0.45
</TABLE>

(a) All fund data are as of the fiscal year end noted in the chart or as of
May 31, 1998, if fiscal year end figures are not yet available.

<PAGE>

(b) Average net assets are computed on the basis of average net assets of each
fund or class at the close of business on each business day throughout its
fiscal period.

(c) Reflects reductions for any expense reimbursement paid by or due from FMR
pursuant to voluntary or state expense limitations. Funds so affected are
indicated by an (*).

(*) Average net assets for the period shown were less than $100,000.

(Y) Fidelity Management & Research Company has entered into a sub-advisory
agreement with FMR Investments Money Management Inc., with respect to each
fund.

@ The ratio of net advisory fees to average net assets paid to FMR
represents the amount as of the prior fiscal year end. Updated ratios will
be presented for each class of shares of the fund when the next fiscal
year and figures are available. ** Less than a complete fiscal year.

<PAGE>

Vote this proxy card TODAY! Your prompt response will
save your fund the expense of additional mailings.

Return the proxy card in the enclosed envelope or mail to:

FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848

Your prompt response will save your fund the expense of additional mailings.

PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------
FIDELITY HEREFORD STREET TRUST: SPARTAN MONEY MARKET FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson
3d, Eric D. Roiter, and Gerald C. McDonough or any one or more of them,
attorneys, with full power of substitution, to vote all shares of FIDELITY
HEREFORD STREET TRUST: SPARTAN MONEY MARKET FUND which the undersigned is
entitled to vote at the Special Meeting of Shareholders of the fund to be held
at the office of the trust at 82 Devonshire St., Boston, MA 02109, on May 19,
1999 at 9:00 a.m. and at any adjournments thereof. All powers may be exercised
by a majority of said proxy holders or substitutes voting or acting or, if only
one votes and acts, then by that one. This Proxy shall be voted on the proposals
described in the Proxy Statement as specified on the reverse side. Receipt of
the Notice of the Meeting and the accompanying Proxy Statement is hereby
acknowledged.

NOTE: Please sign exactly as your name
appears on this Proxy. When signing in a
fiduciary capacity, such as executor,
administrator, trustee, attorney, guardian,
etc., please so indicate. Corporate and
partnership proxies should be signed by an
authorized person indicating the person's
title.

Date ______________________________, 1999

---------------------------------------

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip#31617H201/fund#454

<PAGE>

Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with their best
judgment. THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
1. To elect the twelve nominees specified below as [ ] FOR all nominees [ ] WITHHOLD 1.
Trustees: (01)Ralph F. Cox, (02)Phyllis Burke Davis, listed (except as authority to vote
(03)Robert M. Gates, (04)Edward C. Johnson 3d, (05)E. marked to the contrary for all nominees.
Bradley Jones, (06)Donald J. Kirk, (07)Peter S. Lynch, below).
(08)William O. McCoy, (09)Gerald C. McDonough,
(10)Marvin L. Mann, (11)Robert C. Pozen, and (12)Thomas
R. Williams
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE(S), WRITE THE NAME(S) OF THE
NOMINEE(S) ON THE LINE BELOW.)
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
2. To ratify the selection of PricewaterhouseCoopers LLP FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
as independent accountants of the funds.

3. To approve an amended management contract for the fund FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
to include annual premium payments to a captive mutual
insurance company in the list of enumerated expenses
borne directly by the fund in calculating its
management fee and to modify the management contract's
amendment provisions.

4. To amend the fund's fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
concerning diversification.

5. To eliminate reference to investment strategies from FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
the fund's fundamental investment objective.

</TABLE>

SPM-pxc-0399 cusip#31617H201/fund#454

<PAGE>

Vote this proxy card TODAY! Your prompt response
will save your fund the expense of additional mailings.

Return the proxy card in the enclosed envelope or mail to:

FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848

Your prompt response will save your fund the expense of additional mailings.

PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------
FIDELITY HEREFORD STREET TRUST: SPARTAN MONEY MARKET FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson
3d, Eric D. Roiter, and Gerald C. McDonough or any one or more of them,
attorneys, with full power of substitution, to vote all shares of FIDELITY
HEREFORD STREET TRUST: SPARTAN MONEY MARKET FUND as indicated above which the
undersigned is entitled to vote at the Special Meeting of Shareholders of the
fund to be held at the office of the trust at 82 Devonshire St., Boston, MA
02109, on May 19, 1999, at 9:00 a.m. and at any adjournments thereof. All powers
may be exercised by a majority of said proxy holders or substitutes voting or
acting or, if only one votes and acts, then by that one. This Proxy shall be
voted on the proposals described in the Proxy Statement as specified on the
reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.

Date _______________________________, 1999

---------------------------------------

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

(454, 458, 415 HH)

<PAGE>

1. To elect the twelve nominees [ ]FOR [ ] 1.
specified below as Trustees: all nominees WITHHOLD
(01)Ralph F. Cox, (02)Phyllis listed authority
Burke Davis, (03)Robert M. (except as to vote
Gates, (04)Edward C. Johnson marked to for all
3d, (05)E. Bradley Jones, the contrary nominees.
(06)Donald J. Kirk, (07)Peter below).
S. Lynch, (08)William O. McCoy,
(09)Gerald C. McDonough,
(10)Marvin L. Mann, (11)Robert
C. Pozen, and (12)Thomas R.
Williams (INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S),
WRITE THE NAME(S) OF THE
NOMINEE(S) ON THE LINE BELOW.)

- --------------------------------------------------------------------------------

<S> <C> <C> <C> <C>
2. To ratify the selection of PricewaterhouseCoopers LLP FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
as independent accountants of the funds.

4. To amend the fund's fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
concerning diversification.

5. To amend the fund's fundamental investment objective FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
to eliminate the reference to the investment strategy.

</TABLE>

HERE-pxc-0399
cusip#31617H201#454HH

<PAGE>

Vote this proxy card TODAY! Your prompt response
will save your fund the expense of additional mailings.

Return the proxy card in the enclosed envelope or mail to:

FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848

Your prompt response will save your fund the expense of additional mailings.

PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------
FIDELITY HEREFORD STREET TRUST: SPARTAN U.S. TREASURY MONEY MARKET FUND PROXY
SOLICITED BY THE TRUSTEES The undersigned, revoking previous proxies, hereby
appoint(s) Edward C. Johnson 3d, Eric D. Roiter, and Gerald C. McDonough or any
one or more of them, attorneys, with full power of substitution, to vote all
shares of FIDELITY HEREFORD STREET TRUST: SPARTAN U.S. TREASURY MONEY MARKET
FUND which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 19, 1999 at 9:00 a.m. and at any adjournments
thereof. All powers may be exercised by a majority of said proxy holders or
substitutes voting or acting or, if only one votes and acts, then by that one.
This Proxy shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.

Date ________________________________, 1999

---------------------------------------

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip#31617H300/fund#415

<PAGE>

1. To elect the twelve nominees [ ] FOR [ ] 1.
specified below as Trustees: all nominees WITHHOLD
(01)Ralph F. Cox, (02)Phyllis listed authority
Burke Davis, (03)Robert M. (except as to vote
Gates, (04)Edward C. Johnson marked to for all
3d, (05)E. Bradley Jones, the contrary nominees.
(06)Donald J. Kirk, (07)Peter below).
S. Lynch, (08)William O. McCoy,
(09)Gerald C. McDonough,
(10)Marvin L. Mann, (11)Robert
C. Pozen, and (12)Thomas R.
Williams
(INSTRUCTION: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE(S), WRITE
THE NAME(S) OF THE NOMINEE(S)
ON THE LINE BELOW.)

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
2. To ratify the selection of PricewaterhouseCoopers LLP FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
as independent accountants of the funds.

4. To amend the fund's fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
concerning diversification.

6. To amend the fund's fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
concerning the concentration of its investments in a
single industry.

8. To amend the fund's fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
concerning real estate.

9. To amend the fund's fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
concerning loans.
</TABLE>

TMM-pxc-0399 cusip#31617H300/fund#415

<PAGE>

Vote this proxy card TODAY! Your prompt response
will save your fund the expense of additional mailings.

Return the proxy card in the enclosed envelope or mail to:

FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848

Your prompt response will save your fund the expense of additional mailings.

PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------
FIDELITY HEREFORD STREET TRUST: SPARTAN U.S. TREASURY MONEY MARKET FUND PROXY
SOLICITED BY THE TRUSTEES The undersigned, revoking previous proxies, hereby
appoint(s) Edward C. Johnson 3d, Eric D. Roiter, and Gerald C. McDonough or any
one or more of them, attorneys, with full power of substitution, to vote all
shares of FIDELITY HEREFORD STREET TRUST: SPARTAN U.S. TREASURY MONEY MARKET
FUND as indicated above which the undersigned is entitled to vote at the Special
Meeting of Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on May 19, 1999, at 9:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of said proxy
holders or substitutes voting or acting or, if only one votes and acts, then by
that one. This Proxy shall be voted on the proposals described in the Proxy
Statement as specified on the reverse side. Receipt of the Notice of the Meeting
and the accompanying Proxy Statement is hereby acknowledged.

Date ______________________________, 1999

---------------------------------------

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

(454,458,415 HH)

<PAGE>

4. To amend each fund's fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
concerning diversification.

6. To amend the fund's fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
concerning the concentration of its investments in a
single industry.

8. To amend the fund's fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
concerning real estate.

9. To amend the fund's fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
concerning loans.
</TABLE>

HERE-pxc-0399
cusip#31617H300 #415HH

<PAGE>

Vote this proxy card TODAY! Your prompt response
will save your fund the expense of additional mailings.

Return the proxy card in the enclosed envelope or mail to:

FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848

Your prompt response will save your fund the expense of additional mailings.

PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------
FIDELITY HEREFORD STREET TRUST: SPARTAN U.S. GOVERNMENT MONEY MARKET FUND PROXY
SOLICITED BY THE TRUSTEES The undersigned, revoking previous proxies, hereby
appoint(s) Edward C. Johnson 3d, Eric D. Roiter, and Gerald C. McDonough or any
one or more of them, attorneys, with full power of substitution, to vote all
shares of FIDELITY HEREFORD STREET TRUST: SPARTAN U.S. GOVERNMENT MONEY MARKET
FUND which the undersigned is entitled to vote at the Special Meeting of
Shareholders of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 19, 1999 at 9:00 a.m. and at any adjournments
thereof. All powers may be exercised by a majority of said proxy holders or
substitutes voting or acting or, if only one votes and acts, then by that one.
This Proxy shall be voted on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.

Date ______________________________, 1999

---------------------------------------

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

cusip#31617H102/fund#458

<PAGE>

1. To elect the twelve nominees [ ] FOR [ ] 1.
specified below as Trustees: all nominees WITHHOLD
(01)Ralph F. Cox, (02)Phyllis listed authority
Burke Davis, (03)Robert M. (except as to vote
Gates, (04)Edward C. Johnson marked to for all
3d, (05)E. Bradley Jones, the contrary nominees.
(06)Donald J. Kirk, (07)Peter below).
S. Lynch, (08)William O. McCoy,
(09)Gerald C. McDonough,
(10)Marvin L. Mann, (11)Robert
C. Pozen, and (12)Thomas R.
Williams
(INSTRUCTION: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE(S), WRITE
THE NAME(S) OF THE NOMINEE(S)
ON THE LINE BELOW.)

4. To amend the fund's fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
concerning diversification.

7. To amend the fund's fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
concerning borrowing.
</TABLE>

SPU-pxc-0399 cusip#31617H102/fund#458

<PAGE>

Vote this proxy card TODAY! Your prompt response
will save your fund the expense of additional mailings.

Return the proxy card in the enclosed envelope or mail to:

FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848

Your prompt response will save your fund the expense of additional mailings.

PLEASE DETACH AT PERFORATION BEFORE MAILING.
- --------------------------------------------------------------------------------
FIDELITY HEREFORD STREET TRUST: SPARTAN U.S. GOVERNMENT MONEY MARKET FUND PROXY
SOLICITED BY THE TRUSTEES The undersigned, revoking previous proxies, hereby
appoint(s) Edward C. Johnson 3d, Eric D. Roiter, and Gerald C. McDonough or any
one or more of them, attorneys, with full power of substitution, to vote all
shares of FIDELITY HEREFORD STREET TRUST: SPARTAN U.S. GOVERNMENT MONEY MARKET
FUND as indicated above which the undersigned is entitled to vote at the Special
Meeting of Shareholders of the fund to be held at the office of the trust at 82
Devonshire St., Boston, MA 02109, on May 19, 1999, at 9:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of said proxy
holders or substitutes voting or acting or, if only one votes and acts, then by
that one. This Proxy shall be voted on the proposals described in the Proxy
Statement as specified on the reverse side. Receipt of the Notice of the Meeting
and the accompanying Proxy Statement is hereby acknowledged.

Date _______________________________, 1999

---------------------------------------

Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

(454,458,415 HH)

<PAGE>

4. To amend the fund's fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
concerning diversification.

7. To amend the fund's fundamental investment limitation FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
concerning borrowing.
</TABLE>

HERE-pxc-0399
cusip#31617H10/#458HH