Investment Limitations
1. Money Market Portfolio normally: (a) may not invest more than 5% of its
total assets in the securities of any single issuer, however, under certain
circumstances the Portfolio may invest more than 5% of its total assets in
the first tier securities of a single issuer for up to three business days,
and (b) may invest more than 25% of its total assets in the financial
services industry.  These limitations do not apply to obligations issued or
guaranteed by the U.S. government or its agencies or instrumentalities.
2. Each of U.S. Government Portfolio and Municipal Money Market Portfolio
will not purchase a security if, as a result: (a) with respect to 75% of
its total assets, more than 5% of its total assets would be invested in
securities of any single issuer; or (b) more than 25% of its total assets
would be invested in issuers having their principal business activities in
the same industry.  Limitations (a) and (b) do not apply to obligations
issued or guaranteed by the U.S. government or its agencies or
instrumentalities.  For Municipal Money Market Portfolio, limitation (b)
does not apply  to tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state, or local government or a political
subdivision of any of the foregoing.
 
 
Investment Limitations
1. Money Market Portfolio normally: (a) may not invest more than 5% of its
total assets in the securities of any single issuer, however, under certain
circumstances the Portfolio may invest more than 5% of its total assets in
the first tier securities of a single issuer for up to three business days,
and (b) may invest more than 25% of its total assets in the financial
services industry.  These limitations do not apply to obligations issued or
guaranteed by the U.S. government or its agencies or instrumentalities.
2. Each of U.S. Government Portfolio and Municipal Money Market Portfolio
will not purchase a security if, as a result: (a) with respect to 75% of
its total assets, more than 5% of its total assets would be invested in
securities of any single issuer; or (b) more than 25% of its total assets
would be invested in issuers having their principal business activities in
the same industry.  Limitations (a) and (b) do not apply to obligations
issued or guaranteed by the U.S. government or its agencies or
instrumentalities.  For Municipal Money Market Portfolio, limitation (b)
does not apply  to tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state, or local government or a political
subdivision of any of the foregoing.
3.(a) Each Portfolio may borrow money for temporary or emergency purposes
and engage in reverse repurchase agreements, but not in an amount exceeding
33 1/3% of its total assets. (b) Each Portfolio may borrow money from banks
or from other funds advised by FMR or an affiliate. (c) Each Portfolio will
not purchase securities when borrowings (other than reverse repurchase
agreements) exceed 5% of its total assets.
4.   Money Market Portfolio will limit its loans, in the aggregate, to 33
1/3% of the Fund's total assets.
Except for the Portfolios' investment objectives, limitation 1(b) and 2,
and the 33 1/3% limitations on borrowings and loans, the Portfolios'
policies and limitations described in this Prospectus are not fundamental
and may be changed without shareholder approval. As a non-fundamental
policy, each Portfolio may not purchase a security if, as a result, more
than 10% of its net assets would be invested in illiquid investments. These
limitations and the policies discussed in "Investment Policies, Risks and
Limitations" are considered at the time of purchase; the sale of securities
is not required in the event of a subsequent change in circumstances.
THE FOLLOWING REPLACES THAT FOUND ON PG. 14 UNDER THE HEADING DISTRIBUTION
AND SERVICE PLANS.
Under the Plans, each Portfolio is authorized to pay NFSC, an affiliate of
FMR and the distributor of the Portfolios' shares, a monthly distribution
fee as compensation for its services and expenses in connection with such
distribution.   
3.(a) Each Portfolio may borrow money for temporary or emergency purposes
and engage in reverse repurchase agreements, but not in an amount exceeding
33 1/3% of its total assets. (b) Each Portfolio may borrow money from banks
or from other funds advised by FMR or an affiliate. (c) Each Portfolio will
not purchase securities when borrowings (other than reverse repurchase
agreements) exceed 5% of its total assets.
4.   Money Market Portfolio will limit its loans, in the aggregate, to 33
1/3% of the Fund's total assets.
Except for the Portfolios' investment objectives, limitation 1(b) and 2,
and the 33 1/3% limitations on borrowings and loans, the Portfolios'
policies and limitations described in this Prospectus are not fundamental
and may be changed without shareholder approval. As a non-fundamental
policy, each Portfolio may not purchase a security if, as a result, more
than 10% of its net assets would be invested in illiquid investments. These
limitations and the policies discussed in "Investment Policies, Risks and
Limitations" are considered at the time of purchase; the sale of securities
is not required in the event of a subsequent change in circumstances.
THE FOLLOWING REPLACES THAT FOUND ON PG. 14 UNDER THE HEADING DISTRIBUTION
AND SERVICE PLANS.
Under the Plans, each Portfolio is authorized to pay NFSC, an affiliate of
FMR and the distributor of the Portfolios' shares, a monthly distribution
fee as compensation for its services and expenses in connection with such
distribution.