As filed with the Securities and Exchange Commission on November
14, 1995.
1933 ACT REGISTRATION NO. 2-54809
1940 ACT REGISTRATION NO. 811-2598
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Post-Effective Amendment No. 52 ( X )
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 35 ( X )
GOLDMAN SACHS MONEY MARKET TRUST
(Exact name of registrant as specified in charter)
4900 Sears Tower
Chicago, Illinois 60606
(Address of principal executive offices)
800-621-2550
(Registrant's Telephone Number)
with a copy to:
Michael J. Richman Ernest V. Klein
Goldman Sachs Asset Management Hale and Dorr
85 Broad Street 60 State Street
New York, New York 10004 Boston, Massachusetts 02109
(name and address of agent for service)
<PAGE>
It is proposed that this filing will become effective
(check appropriate box)
( X ) immediately upon filing pursuant to paragraph (b) of
Rule 485
( ) on (date) pursuant to paragraph (b) of Rule 485
( ) 60 days after filing pursuant to paragraph (a)(i) of
Rule 485 or earlier upon acceleration of the effective
date by the Commission
( ) on (date) pursuant to paragraph (a)(i) of Rule 485
( ) 75 days after filing pursuant to paragraph (a)(ii) of
Rule 485 or earlier upon acceleration of the effective
date by the Commission
( ) on (date) pursuant to paragraph (a)(ii) of Rule 485
Proposed Proposed
Title of Maximum Aggregate Amount
Securities Amount of Offering Maximum of
Being Units Being Price Per Offering Registration
Registered Registered Unit Price Fee
___________________________________________________________________
Units of 2,900,000,000 $1.00 (1) $2,900,000,000 $580,000
Beneficial
Interest
_______________________________________________________
(1) Registrant elects to calculate the maximum aggregate offering price
pursuant to Rule 24e-2. 2,900,000,000 units at $1.00 per unit
multiplied by 1/50 of 1% (the filing fee in effect on November 14,
1995).
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
Registrant filed a Rule 24f-2 Notice for most recent fiscal year on February 24,
1995. Registrant continues its election to register an indefinite number of
units of beneficial interest pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended.
______________________________________________________________________
<PAGE>
GOLDMAN SACHS MONEY MARKET TRUST
FST SHARES
OF FINANCIAL SQUARE FUNDS
CROSS REFERENCE SHEET
Items Required by Form N-1A
Item Number in Part A Prospectus Caption
1. Cover Page Cover Page
2. Synopsis An Introduction to the
Funds; Shareholder and Fund
Expenses
3. Condensed Financial Financial Highlights
Information
4. General Description An Introduction to the
of Registrant Funds; Investment
Objective and Policies of
Financial Square Prime
Obligations Fund; Investment
Objective and Policies of
Financial Square Money Market
Fund; Investment Objective and
Policies of Financial Square
Treasury Obligations Fund;
Investment Objective and
Policies of Financial Square
Government Fund; Investment
Objective and Policies of
Financial Square Tax-Free Money
Market Fund; Investment
Objective and Policies of
Financial Square Municipal Money
Market Fund; Description of
Securities and Investment
Techniques;Investment
Limitations; Organization and
Shares of the Trust
5. Management of the Fund Management; Organization and
Shares of the Trust
6. Capital Stock and Purchase of Shares; Reports to
Other Securities Shareholders; Distributions;
Taxes; Organization and Shares
of the Trust
<PAGE>
7. Purchase of Securities Purchase of Shares; Exchanges;
Being Offered Net Asset Value; Other
Securities
8. Redemption or Repurchase Redemption of Shares
9. Pending Legal Proceedings Not Applicable
Statement of Additional
Item Number in Part B Information Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information Organization and Capitalization
and History
13. Investment Objectives Investment Policies and
and Policies Practices of the Funds;
Investment Limitations
14. Management of the Fund Trustees and Officers; the
Adviser, Administrator,
Distributor and Transfer Agent
15. Control Persons and Trustees and Officers; the
Principal Holders Adviser,
Administrator, of Securities
Distributor and Transfer Agent
Organization and Capitalization
16. Investment Advisory The Adviser, Administrator,
Other Services Distributor and Transfer Agent;
Portfolio Transactions;
Custodian and Subcustodian;
Independent Accountants
17. Brokerage Allocation Portfolio Transactions
18. Capital Stock and Organization and Capitalization
Other Securities
19. Purchase, Redemption and Net Asset Value;
Pricing of Securities
Redemptions
<PAGE>
Being Offered
20. Tax Status Tax Information
21. Underwriters The Adviser, Administrator,
Distributor and Transfer Agent
22. Calculation of Calculation of Yield Quotations
Performance Data
23. Financial Statements Financial Statements
<PAGE>
GOLDMAN SACHS MONEY MARKET TRUST
FST ADMINISTRATION SHARES
OF FINANCIAL SQUARE FUNDS
CROSS REFERENCE SHEET
Items Required by Form N-1A
Item Number in Part A Prospectus Caption
1. Cover Page Cover Page
2. Synopsis An Introduction to the
Funds; Shareholder and
Fund Expenses
3. Condensed Financial Financial Highlights
Information
4. General Description An Introduction to the
of Registrant Funds; Investment
Objective and Policies of
Financial Square Prime
Obligations Fund;
Investment Objective and
Policies of Financial Square
Money Market Fund; Investment
Objective and Policies of
Financial Square Treasury
Obligations Fund; Investment
Objective and Policies of
Financial Square Tax-Free Money
Market Fund; Investment
Objective and Policies of
Financial Square Municipal Money
Market Fund; Description of
Securities and Investment
Techniques;Investment
Limitations; Organization and
Shares of the Trust
5. Management of the Fund Management; Organization and
Shares of the Trust
6. Capital Stock and Purchase of Shares; Reports to
Other Securities Shareholders; Distributions;
Taxes; Administration;
Organization and Shares of
the Trust
<PAGE>
7. Purchase of Securities Purchase of Shares; Exchanges;
Net Asset Value
Other Securities
8. Redemption or Repurchase Redemption of Shares
9. Pending Legal Proceedings Not Applicable
Statement of Additional
Item Number in Part B Information Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information Organization and Capitalization
and History
13. Investment Objectives Investment Policies and
and Policies Practices of the Funds;
Investment Limitations
14. Management of the Fund Trustees and Officers;
The Adviser, Administrator,
Distributor and Transfer Agent
15. Control Persons and Trustees and Officers;
Principal Holders The Adviser, Administrator,
of Securities Distributor and Transfer Agent
Organization and Capitalization
16. Investment Advisory The Adviser, Administrator,
Other Services Distributor and Transfer Agent;
Portfolio Transactions;
Custodian and Subcustodian;
Independent Accountants
17. Brokerage Allocation Portfolio Transactions
18. Capital Stock and Organization and Capitalization;
Other Securities Administration Plan
19. Purchase, Redemption and Net Asset Value;
Pricing of Securities Redemptions
Being Offered
20. Tax Status Tax Information
21. Underwriters The Adviser, Administrator,
Distributor and Transfer Agent
<PAGE>
22. Calculation of Calculation of Yield Quotations
Performance Data
23. Financial Statements Financial Statements
<PAGE>
GOLDMAN SACHS MONEY MARKET TRUST
FST SERVICE SHARES
OF FINANCIAL SQUARE FUNDS
CROSS REFERENCE SHEET
Items Required by Form N-1A
Item Number in Part A Prospectus Caption
1. Cover Page Cover Page
2. Synopsis An Introduction to the
Funds; Shareholder and
Fund Expenses
3. Condensed Financial Financial Highlights
Information
4. General Description An Introduction to the
of Registrant Funds; Investment
Objective and Policies of
Financial Square Prime
Obligations Fund;
Investment Objective and
Policies of Financial Square
Money Market Fund; Investment
Objective and Policies of
Financial Square Treasury
Obligations Fund; Investment
Objective and Policies of
Financial Square Tax-Free Money
Market Fund; Investment
Objective and Policies of
Financial Square Municipal Money
Market Fund; Description of
Securities and Investment
Techniques;Investment
Limitations; Organization and
Shares of the Trust
5. Management of the Fund Management; Organization and
Shares of the Trust
6. Capital Stock and Purchase of Shares; Reports to
Other Securities Shareholders; Distributions;
Taxes; Additional Services;
Organization and Shares
of the Trust
7. Purchase of Securities Purchase of Shares; Exchanges;
Being Offered Net Asset Value
8. Redemption or Repurchase Redemption of Shares
<PAGE>
9. Pending Legal Proceedings Not Applicable
Statement of Additional
Item Number in Part B Information Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information Organization and Capitalization
and History
13. Investment Objectives Investment Policies and
and Policies Practices of the Funds;
Investment Limitations
14. Management of the Fund Trustees and Officers; The
Adviser, Administrator,
Distributor and Transfer Agent
15. Control Persons and Trustees and Officers; The
Principal Holders Adviser, Administrator,
of Securities Distributor and Transfer Agent
Organization and Capitalization
16. Investment Advisory The Adviser, Administrator,
Other Services Distributor and Transfer Agent;
Portfolio Transactions;
Custodian and Subcustodian;
Independent Accountants
17. Brokerage Allocation Portfolio Transactions
18. Capital Stock and Organization and Capitalization;
Other Securities Additional Services
19. Purchase, Redemption and Net Asset Value;
Pricing of Securities Redemptions
Being Offered
20. Tax Status Tax Information
21. Underwriters The Adviser, Administrator,
Distributor and Transfer Agent
<PAGE>
22. Calculation of Calculation of Yield Quotations
Performance Data
23. Financial Statements Financial Statements
<PAGE>
GOLDMAN SACHS MONEY MARKET TRUST
ILA UNITS
OF GOLDMAN SACHS--INSTITUTIONAL LIQUID ASSETS PORTFOLIOS
CROSS REFERENCE SHEET
Items Required by Form N-1A
Item Number in Part A Prospectus Caption
1. Cover Page Cover Page
2. Synopsis An Introduction to the
Funds; Shareholder and
Fund Expenses
3. Condensed Financial Financial Highlights
Information
4. General Description An Introduction to the
of Registrant Funds; Investment
Objective and Policies of
Prime Obligations Portfolio;
Investment Objective and
Policies of Money Market
Portfolio; Investment Objective
and Policies of Treasury
Obligations Portfolio;
Investment Objective and
Policies of Federal Portfolio;
Investment Objective and
Policies of Tax-Exempt
Diversified Portfolio;
Investment Objective and
Policies of Treasury Instruments
Portfolio; Investment Objective
and Policies of Tax-Exempt California
Portfolio; Investment Objective
and Policies of Tax-Exempt New
York Portfolio; Description of
Securities and Investment
Techniques; Investment
Limitations; Organization and
Shares of the Trust
5. Management of the Fund Management; Organization and
Shares of the Trust
<PAGE>
6. Capital Stock and Purchase of Units; Reports to
Other Securities Unitholders; Distributions;
Taxes; Organization and Units of
the Trust
7. Purchase of Securities Purchase of Units; Exchanges;
Being Offered Net Asset Value; Other
Securities
8. Redemption or Repurchase Redemption of Units
9. Pending Legal Proceedings Not Applicable
Statement of Additional
Item Number in Part B Information Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information Organization and Capitalization
and History
13. Investment Objectives Investment Policies and
and Policies Practices of the Funds;
Investment Limitations
14. Management of the Fund Trustees and Officers; The
Adviser, Administrator,
Distributor and Transfer Agent
15. Control Persons and Trustees and Officers; The
Principal Holders Adviser, Administrator,
of Securities Distributor and Transfer Agent
Organization and Capitalization
16. Investment Advisory The Adviser, Administrator,
Other Services Distributor and Transfer Agent;
Portfolio Transactions;
Custodian and Subcustodian;
Independent Accountants
17. Brokerage Allocation Portfolio Transactions
18. Capital Stock and Organization and Capitalization;
Other Securities Additional Services
19. Purchase, Redemption and Net Asset Value;
Pricing of Securities Redemptions
Being Offered
20. Tax Status Tax Information
21. Underwriters The Adviser, Administrator,
<PAGE>
Distributor and Transfer Agent
22. Calculation of Calculation of Yield Quotations
Performance Data
23. Financial Statements Financial Statements
<PAGE>
GOLDMAN SACHS MONEY MARKET TRUST
ILA ADMINISTRATION UNITS
OF GOLDMAN SACHS--INSTITUTIONAL LIQUID ASSETS PORTFOLIOS
CROSS REFERENCE SHEET
Items Required by Form N-1A
Item Number in Part A Prospectus Caption
1. Cover Page Cover Page
2. Synopsis An Introduction to the
Funds; Shareholder and
Fund Expenses
3. Condensed Financial Financial Highlights
Information
4. General Description An Introduction to the
of Registrant Funds; Investment
Objective and Policies of
Prime Obligations Portfolio;
Investment Objective and
Policies of Money Market
Portfolio; Investment Objective and
Policies of Treasury
Obligations Portfolio;
Investment Objective and
Policies of Federal Portfolio;
Investment Objective and
Policies of Tax-Exempt
Diversified Portfolio;
Investment Objective and
Policies of Treasury Instruments
Portfolio; Investment Objective
and Policies of Tax-Exempt California
Portfolio; Investment Objective
and Policies of Tax-Exempt New
York Portfolio; Description of
Securities and Investment
Techniques; Investment
Limitations; Organization and
Shares of the Trust
5. Management of the Fund Management; Organization and
Shares of the Trust
<PAGE>
6. Capital Stock and Purchase of Units; Reports to
Other Securities Unitholders; Distributions;
Taxes; Organization and Units of
the Trust
7. Purchase of Securities Purchase of Units; Exchanges;
Being Offered Net Asset Value; Other
Securities
8. Redemption or Repurchase Redemption of Units
9. Pending Legal Proceedings Not Applicable
Statement of Additional
Item Number in Part B Information Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information Organization and Capitalization
and History
13. Investment Objectives Investment Policies and
and Policies Practices of the Funds;
Investment Limitations
14. Management of the Fund Trustees and Officers; The
Adviser, Administrator,
Distributor and Transfer Agent
15. Control Persons and Trustees and Officers; The
Principal Holders Adviser, Administrator,
of Securities Distributor and Transfer Agent
Organization and Capitalization
16. Investment Advisory The Adviser, Administrator,
Other Services Distributor and Transfer Agent;
Portfolio Transactions;
Custodian and Subcustodian;
Independent Accountants
17. Brokerage Allocation Portfolio Transactions
18. Capital Stock and Organization and Capitalization;
Other Securities Additional Services
19. Purchase, Redemption and Net Asset Value;
Pricing of Securities Redemptions
Being Offered
20. Tax Status Tax Information
21. Underwriters The Adviser, Administrator,
<PAGE>
Distributor and Transfer Agent
22. Calculation of Calculation of Yield Quotations
Performance Data
23. Financial Statements Financial Statements
<PAGE>
GOLDMAN SACHS MONEY MARKET TRUST
ILA SERVICE UNITS
OF GOLDMAN SACHS--INSTITUTIONAL LIQUID ASSETS PORTFOLIOS
CROSS REFERENCE SHEET
Items Required by Form N-1A
Item Number in Part A Prospectus Caption
1. Cover Page Cover Page
2. Synopsis An Introduction to the
Funds; Shareholder and Fund
Expenses
3. Condensed Financial Financial Highlights
Information
4. General Description An Introduction to the
of Registrant Funds; Investment
Objective and Policies of
Prime Obligations Portfolio;
Investment Objective and
Policies of Money Market
Portfolio; Investment Objective
and Policies of Treasury
Obligations Portfolio;
Investment Objective and
Policies of Federal Portfolio;
Investment Objective and
Policies of Tax-Exempt
Diversified Portfolio;
Investment Objective and
Policies of Treasury Instruments
Portfolio; Investment Objective
and Policies of Tax-Exempt California
Portfolio; Investment Objective
and Policies of Tax-Exempt New
York Portfolio; Description of
Securities and Investment
Techniques; Investment
Limitations; Organization and
Shares of the Trust
5. Management of the Fund Management; Organization and
Shares of the Trust
<PAGE>
6. Capital Stock and Purchase of Units; Reports to
Other Securities Unitholders; Distributions;
Taxes; Organization and Units of
the Trust
7. Purchase of Securities Purchase of Units; Exchanges;
Being Offered Net Asset Value; Other
Securities
8. Redemption or Repurchase Redemption of Units
9. Pending Legal Proceedings Not Applicable
Statement of Additional
Item Number in Part B Information Caption
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information Organization and Capitalization
and History
13. Investment Objectives Investment Policies and
and Policies Practices of the Funds;
Investment Limitations
14. Management of the Fund Trustees and Officers; The
Adviser, Administrator,
Distributor and Transfer Agent
15. Control Persons and Trustees and Officers; The
Principal Holders Adviser, Administrator,
of Securities Distributor and Transfer Agent
Organization and Capitalization
16. Investment Advisory The Adviser, Administrator,
Other Services Distributor and Transfer Agent;
Portfolio Transactions;
Custodian and Subcustodian;
Independent Accountants
17. Brokerage Allocation Portfolio Transactions
18. Capital Stock and Organization and Capitalization;
Other Securities Additional Services
19. Purchase, Redemption and Net Asset Value;
Pricing of Securities Redemptions
Being Offered
20. Tax Status Tax Information
21. Underwriters The Adviser, Administrator,
<PAGE>
Distributor and Transfer Agent
22. Calculation of Calculation of Yield Quotations
Performance Data
23. Financial Statements Financial Statements
<PAGE>
PART C. OTHER INFORMATION
ITEM 24 Financial Statements and Exhibits.
(a) Financial Statements --
Included in the Prospectus:
Financial Highlights for the Financial Square Treasury
Obligations Fund, Financial Square Prime Obligations Fund,
Financial Square Government Fund, Financial Square Money Market
Fund and Financial Square Tax-Free Money Market Fund
(collectively, the "Financial Square Funds") for the period ended
December 31, 1994 (audited)
Financial Highlights for the Treasury Obligations Portfolio,
Treasury Instruments Portfolio, Prime Obligations Portfolio,
Federal Portfolio, Government Portfolio, Money Market Portfolio,
Tax-Exempt Diversified Portfolio, Tax-Exempt California Portfolio
and Tax-Exempt New York Portfolio for the period ended December
31, 1994 (audited)
Incorporated by Reference into the Statement of Additional
Information:
Statements of Investments for the Financial Square Treasury
Obligations, Financial Square Prime Obligations, Financial Square
Government, Financial Square Money Market, Financial Square Tax-
Free Money Market Funds, as of December 31, 1994 (audited),
Statements of Investments for the Treasury Obligations Portfolio,
Treasury Instruments Portfolio, Prime Obligations Portfolio,
Federal Portfolio, Government Portfolio, Money Market Portfolio,
Tax-Exempt Diversified Portfolio, Tax-Exempt California Portfolio
and Tax-Exempt New York Portfolio for the period ended December
31, 1994 (audited),
Statements of Assets and Liabilities for the Financial Square
Treasury Obligations, Financial Square Prime Obligations,
Financial Square Government, Financial Square Money Market and
Financial Square Tax-Free Money Market Funds, as of December 31,
1994 (audited),
Statements of Assets and Liabilities for the Treasury Obligations
Portfolio, Treasury Instruments Portfolio, Prime Obligations
Portfolio, Federal Portfolio, Government Portfolio, Money Market
Portfolio, Tax-Exempt Diversified Portfolio, Tax-Exempt
California Portfolio and Tax-Exempt New York Portfolio for the
period ended December 31, 1994 (audited),
Statements of Operations for the Financial Square Treasury
Obligations, Financial Square Prime Obligations, Financial Square
Government, Financial Square Money Market and Financial Square
Tax-Free Money Market Funds, as of December 31, 1994 (audited),
<PAGE>
Statements of Operations for the Treasury Obligations Portfolio,
Treasury Instruments Portfolio, Prime Obligations Portfolio,
Federal Portfolio, Government Portfolio, Money Market Portfolio,
Tax-Exempt Diversified Portfolio, Tax-Exempt California Portfolio
and Tax-Exempt New York Portfolio for the period ended December
31, 1994 (audited),
Statements of Changes in Net Assets for the Financial Square
Treasury Obligations, Financial Square Prime Obligations,
Financial Square Government, Financial Square Money Market and
Financial Square Tax-Free Money Market Funds, as of December 31,
1994 (audited),
Statements of Changes in Net Assets for the Treasury
Obligations Portfolio, Treasury Instruments Portfolio, Prime
Obligations Portfolio, Federal Portfolio, Government Portfolio,
Money Market Portfolio, Tax-Exempt Diversified Portfolio, Tax-
Exempt California Portfolio and Tax-Exempt New York Portfolio for
the period ended December 31, 1994 (audited),
Financial Highlights for the Financial Square Treasury
Obligations, Financial Square Prime Obligations, Financial Square
Government, Financial Square Money Market and Financial Square
Tax-Free Money Market Funds, as of December 31, 1994 (audited),
Financial Highlights for the Treasury Obligations Portfolio,
Treasury Instruments Portfolio, Prime Obligations Portfolio,
Federal Portfolio, Government Portfolio, Money Market Portfolio,
Tax-Exempt Diversified Portfolio, Tax-Exempt California Portfolio
and Tax-Exempt New York Portfolio for the period ended December
31, 1994 (audited),
Notes to Financial Statements.
All other financial statements, schedules and historical financial
information have been omitted as the subject matter is not required,
not present, or not present in amounts sufficient to require
submission.
(b) Exhibits
The following exhibits are incorporated herein by reference to
Post-Effective Amendment No. 15 to Registrant's Registration Statement
on Form S-5 (Reference A), to Post-Effective Amendment No. 17 to
Registrant's Registration Statement on Form S-5 (Reference B), to
Registrant's Proxy Statement dated May 6, 1981 (Reference C), to
Post-Effective Amendment No. 22 to Registrant's Registration Statement
on Form N-1 (Reference D), to Post-Effective Amendment No. 25 to
Registrant's Registration Statement on Form N-1 (Reference E), to
Post-Effective Amendment No. 26 to Registrant's Registration Statement
on Form N-1 (Reference F), to Post-Effective Amendment No. 29 to
Registrant's Registration Statement on Form N-1 (Reference G), to
Post-Effective Amendment No. 30 to Registrant's Registration
<PAGE>
Statement on Form N-1 (Reference H), to Post-Effective Amendment No.
31 to Registrant's Registration Statement on Form N-1A (Reference I),
to Post-Effective Amendment No. 35 to Registrant's Registration
Statement on Form N-1A (Reference J), to Post-Effective Amendment No.
36 to Registrant's Registration Statement on Form N-1A (Reference K),
to Post-Effective Amendment No. 37 to Registrant's Registration
Statement on Form N-1A (Reference L), to Post-Effective Amendment No.
38 to Registrant's Registration Statement on Form N-1A (Reference M),
to Post-Effective Amendment No. 39 to Registrant's Registration
Statement on Form N-1A (Reference N), to Post-Effective Amendment No.
40 to Registrant's Registration Statement on Form N-1A (Reference O),
to Post-Effective Amendment No. 41 to Registrant's Registration
Statement on Form N-1A (Reference P), to Post-Effective Amendment No.
42 to Registrant's Registration Statement on Form N-1A (Reference Q),
to Post-Effective Amendment No. 43 to Registrant's Registration
Statement on Form N-1A (Reference R), to Post-Effective Amendment No.
44 to Registrant's Registration Statement on Form N-1A (Reference S),
Post-Effective Amendment No. 45 to Registrant's Registration Statement
on Form N-1A (Reference T), Post-Effective Amendment No. 46 to
Registrant's Registration Statement on Form N-1A (Reference U), Post-
Effective Amendment No. 47 to Registrant's Registration Statement on
Form N-1A (Reference V), Post-Effective Amendment No. 48 to
Registrant's Registration Statement on Form N-1A (Reference W), Post-
Effective Amendment No. 49 to Registrant's Registration Statement on
Form N-1A (Reference X), Post-Effective Amendment No. 50 to
Registrant's Registration Statement on Form N-1A (Reference Y)and
Post-Effective Amendment No.51 to Registrant's Registration Statement
on Form N-1A (Reference Z).
1(a). Agreement and Declaration of Trust (Reference A).
1(b). Form of Amendment to Agreement and Declaration of Trust
(Reference D).
1(c). Form of Amendment to Agreement and Declaration of Trust
(Reference F).
1(d). Form of Amendment to Agreement and Declaration of Trust
regarding the Money Market Portfolio (Reference M).
1(e). Form of Amendment to Agreement and Declaration of Trust
regarding the Federal Portfolio (Reference P).
1(f). Form of Amendment to Agreement and Declaration of Trust
regarding Tax-Exempt Diversified Portfolio and Tax-Exempt
California Portfolio (Reference Q).
1(g). Form of Amendment to Agreement and Declaration of Trust
regarding Treasury Instruments, Tax-Exempt New Jersey and
Tax-Exempt New York Portfolios (Reference S).
<PAGE>
1(h). Amendment to Agreement and Declaration of Trust regarding
Financial Square Prime Obligations, Financial Square
Treasury Obligations, Financial Square Government, Financial
Square Tax-Free Money Market, Financial Square Money Market,
Financial Square Municipal Money Market and Financial Square
Federal Funds (Reference Y).
1(i). Form of Amendment to Agreement and Declaration of
Trust regarding Financial Square Prime Rated Money
Market Fund (Reference Z).
2(a). By-Laws, filed as Exhibit 1(b) (Reference A).
2(b). Amendment to Section 3.5 of By-Laws (Reference E).
2(c). Amendment to Section 6.3 of By-Laws dated September 1, 1983
(Reference H).
2(d). Amendment to Section 2.4 of By-Laws (Reference J).
2(e). Amendment to Section 3.7 of the By-Laws (Reference K).
4(a). Specimen certificates for the Prime Obligations Units and
Government Units filed as Exhibit 2 (Reference B).
4(b). Specimen certificate for the Treasury Obligations Units
(Reference F)
4(c) Specimen certificate for Goldman Sachs--Institutional Liquid
Assets (Reference U)
5(b). Form of Advisory Agreement between Registrant and Goldman,
Sachs & Co., filed as Exhibit A (Reference C).
5(c). Form of consent pursuant to paragraph 1 of the Advisory
Agreement between Registrant and Goldman, Sachs & Co.
regarding the Treasury Obligations Portfolio (Reference F).
5(d). Consent dated June 20, 1987 to change in duties under the
Advisory Agreement and Distribution Agreement between
Registrant and Goldman, Sachs & Co. (Reference M).
5(e). Form of consent pursuant to paragraph 1 of each of the
Advisory Agreement and Distribution Agreement between
Registrant and Goldman, Sachs & Co. regarding the Money
Market Portfolio (Reference M).
5(f). Form of consent pursuant to paragraph 1 of each of the
Advisory Agreement and Distribution Agreement between
Registrant and Goldman, Sachs & Co. regarding the Federal
Portfolio (Reference P).
5(g). Form of consent pursuant to paragraph 1 of each Advisory
Agreement and Distribution Agreement between Registrant and Goldman,
<PAGE>
Sachs & Co. regarding the Tax-Exempt Diversified and Tax-Exempt
California Portfolios (formerly series of Goldman Sachs--Institutional
Tax-Exempt Assets). (Reference R).
5(h). Advisory Agreement between Registrant and Goldman, Sachs &
Co. (Reference S).
5(i). Form of consent pursuant to paragraph 1 of each Advisory
Agreement and Distribution Agreement regarding Treasury
Instruments, Tax-Exempt New Jersey and Tax-Exempt New York
Portfolio (Reference S).
5(j). Investment Advisory Agreement between the Registrant on
behalf of the Financial Square Prime Obligations Fund and
Goldman Sachs Asset Management (Reference Y).
5(k). Investment Advisory Agreement on behalf of the Financial
Square Treasury Obligations Fund and Goldman Sachs Asset
Management (Reference Y).
5(l). Investment Advisory Agreement between the Registrant on
behalf of the Financial Square Government Fund and Goldman
Sachs Asset Management (Reference Y).
5(m). Investment Advisory Agreement between the Registrant on
behalf of Financial Square Money Market Fund and Goldman
Sachs Asset Management (Reference Y).
5(n). Investment Advisory Agreement between the Registrant on
behalf of the Financial Square Tax-Free Money Market Fund
and Goldman Sachs Asset Management (Reference Y).
5(o). Form of Investment Advisory Agreement between the Registrant
on behalf of the Financial Square Municipal Money Market
Fund and Goldman Sachs Asset Management (Reference X).
5(p). Investment Advisory Agreement between the Registrant on
behalf of the Financial Square Federal Fund and Goldman
Sachs Asset Management (Reference Y).
5(q). Form of Investment Advisory Agreement between the
Registrant on behalf of the Financial Square Prime
Rated Money Market Fund and Goldman Sachs Asset Management
(Reference Z).
6(b). Form of Distribution Agreement between Registrant and
Goldman, Sachs & Co., filed as Exhibit B (Reference C).
6(c). Distribution Agreement between Registrant and Goldman, Sachs
& Co. (Reference S).
6(d). Distribution Agreement between Registrant and Goldman,
Sachs & Co. (Reference Y).
<PAGE>
8(a). Custodian Agreement between Registrant and State Street Bank
and Trust Company, filed as Exhibit 1(e) (Reference B).
8(b). Letter-agreement dated December 27, 1978 between Registrant
and State Street Bank and Trust Company pertaining to the
fees payable by Registrant pursuant to the Custodian
Agreement, filed as Exhibit 8(c) (Reference E).
8(c). Amendment dated May 28, 1981 to the Custodian Agreement
referred to above as Exhibit 8(a) (Reference F).
8(d). Letter Agreement dated June 14, 1984 between Registrant and
State Street Bank and Trust Company pertaining to a change
in wire charges under the Custodian Agreement, filed as
Exhibit 8(f) (Reference I).
8(e). Letter Agreement dated March 21, 1985 between Registrant and
State Street Bank and Trust Company pertaining to the
creation of a joint repurchase agreement account, filed as
Exhibit 8(g) (Reference I).
8(f). Letter Agreement dated March 28, 1983 between Registrant and
State Street Bank and Trust Company pertaining to the
latter's designation of Bank of America, N.T. and S.A. as
its subcustodian and certain other matters, filed as Exhibit
8(d) (Reference F).
8(g). Letter Agreement dated November 7, 1985, with attachments,
between Registrant and State Street Bank and Trust Company
authorizing State Street Bank and Trust Company to permit
redemption of units by check, filed as Exhibit 8(h)
(Reference J).
8(h). Money Transfer Services Agreement dated November 14, 1985,
including attachment, between Registrant and State Street
Bank and Trust Company pertaining to transfers of funds on
deposit with State Street Bank and Trust Company, filed as
Exhibit 8(i) (Reference J).
8(i). Letter Agreement dated November 27, 1985 between Registrant
and State Street Bank and Trust Company amending the
Custodian Agreement (Reference J).
8(j). Letter Agreement dated July 22, 1986 between Registrant and
State Street Bank and Trust Company pertaining to a change
in wire charges (Reference K).
8(k). Wiring Agreement dated June 20, 1987 among Goldman, Sachs &
Co., State Street Bank and Trust Company and The Northern
Trust Company (Reference M).
8(l). Letter Agreement dated June 20, 1987 between Registrant and
State Street Bank and Trust Company amending the Custodian
Agreement (Reference M).
<PAGE>
8(m). Letter Agreement dated June 20, 1987 regarding use of
checking account between Registrant and The Northern Trust
Company (Reference M).
8(n). Letter Agreement dated May 1, 1988 between Registrant and
State Street Bank and Trust Company amending the Custodian
Agreement (Reference N).
8(p). Form of Letter Agreement between Registrant and State Street
Bank and Trust Company pertaining to the latter's
designation of Security Pacific National Bank as its
sub-custodian and certain other matters (Reference O).
8(q). Amendment dated July 19, 1988 to the Custodian Agreement
between Registrant and State Street Bank and Trust Company
(Reference O).
8(r). Amendment dated September 15, 1988 to the Custodian
Agreement between Registrant and State Street Bank and Trust
Company (Reference O).
9. Administration Agreement between the Registrant and Goldman
Sachs Asset Management (Reference Y).
15(a). Administration Plan Agreement (Reference Y).
15(b). Service Plan (Reference Y).
15(c). Form of Preferred Administration Plan (Reference Z).
15(d). Form of Preferred Administration Plan Agreement (Reference
Z).
16. Schedule for Computation of Performance Data (Reference V).
17(a). Powers of Attorney from Paul C. Nagel, Jr., Robert A.
Friedman, and Jackson W. Smart (Reference K).
17(b). Powers Of Attorney from James P. Gorter, Robert P. Mayo, and
Stephen H. Hopkins each dated January 24, 1989 (Reference
O).
17(c). Form of Transfer Agency Agreement dated May 1, 1988 between
Registrant and Goldman, Sachs & Co. and schedule of fees
pertaining thereto (Reference N).
17(d). Power of Attorney from Messrs. Wells, Nagel, Springer,
Strubel, Mayo, Smart, Bakhru, Corzine, Hopkins, Gilman and
Shuch dated February 11, 1992 (Reference T).
17(e). Power of Attorney from Messr. Surloff dated January 25, 1994
(Reference W).
The following exhibits are filed herewith:
10. Opinion of Counsel
<PAGE>
Item 25. Persons Controlled by or under Common Control with
Registrant.
Not Applicable.
Item 26. Number of Holders of Securities (as of November 13, 1995)
Number of
Title of Class Record Holders
Treasury Obligations Portfolio 2203
Treasury Instruments Portfolio 1052
Federal Portfolio 4733
Government Portfolio 4007
Prime Obligations Portfolio 3007
Money Market Portfolio 2880
Tax-Exempt Diversified Portfolio 3369
Tax-Exempt California Portfolio 1373
Tax-Exempt New York Portfolio 371
Financial Square Treasury Obligations Fund 1068
Financial Square Prime Obligations Fund 1615
Financial Square Government Fund 557
Financial Square Money Market Fund 706
Financial Square Tax-Free Money Market Fund 352
Financial Square Municipal Money Market Fund 0
Item 27. Indemnification.
Article VI of the Registrant's Agreement and Declaration of Trust
provides for indemnification of the Registrant's trustees and officers
under certain circumstances. A copy of such Agreement and Declaration
of Trust was filed with the Commission as Exhibit 1(a) to
Post-Effective Amendment No. 15 to Registrant's Registration Statement
on Form S-5.
Paragraph 7 of the Advisory Agreement between the Registrant on behalf
of all Portfolios other than the Financial Square Funds, and Goldman,
Sachs & Co. provides for indemnification of Goldman, Sachs & Co. by
the Registrant under certain circumstances. A copy of such Agreement
was filed with the Commission as Exhibit 5(h) to Post-Effective
Amendment No. 44 to Registrant's Registration Statement on Form N-1A.
Section 7 of the Transfer Agency Agreement between Registrant on
behalf of all Portfolios other than the Financial Square Funds, and
Goldman, Sachs & Co. provides for indemnification of Goldman, Sachs &
Co. by the Registrant under certain circumstances. A copy of such
Agreement was filed as Exhibit 17(j) to Post-Effective Amendment No.
39 to Registrant's Registration Statement on Form N-1A.
Mutual fund and Trustees and officers liability policies purchased
jointly by the Registrant, Goldman Sachs Trust, Financial Square
Trust, Goldman Sachs Equity Portfolios, Inc., Paragon Portfolio, Trust
for Credit Unions, The Benchmark Funds and Goldman, Sachs & Co.,
insure such persons and their respective trustees, partners, officers
and employees, subject to the policies' coverage limits and
<PAGE>
exclusions and varying deductibles, against loss resulting from claims
by reason of any act, error, omission misstatement, misleading
statement, neglect or breach of duty.
Item 28. Business and Other Connections of Investment Advisor.
The business and other connections of the officers and general
partners who have direct responsibility for the asset management
division of Goldman, Sachs & Co. are listed on the Uniform Application
for Investment Adviser Registration ("Form ADV") of Goldman, Sachs &
Co. (No. 801-16048), Goldman Sachs Funds Management, L.P. (No. 801-
37591), and Goldman Sachs Assets Management International (No. 801-
38157) as applicable. These Form ADVs, the texts of which are hereby
incorporated by reference, are currently on file with the Commission.
Item 29. Principal Underwriters.
(a) Goldman, Sachs & Co. or an affiliate of a division thereof
currently serves as investment adviser to and distributor of the units
or shares of Goldman Sachs Money Market Trust, Goldman Sachs Equity
Portfolios, Inc., Goldman Sachs Trust, Trust for Credit Unions and
Paragon Treasury Money Market Fund. Goldman, Sachs & Co., or a
division thereof currently serves as administrator to and distributor
of the units or shares of The Benchmark Funds, Paragon Portfolio and
The Commerce Funds.
(b) Set forth below is certain information pertaining to the general
partners of Goldman, Sachs & Co., Registrant's principal underwriter.
Each of the following persons is a general partner of Goldman, Sachs &
Co. and, except for Mr. Ford does not hold a position with Registrant.
Mr. Ford is a Trustee of Registrant.
<PAGE>
GOLDMAN SACHS GENERAL PARTNERS
Name and Principal Name and Principal
Business Address Business Address
Jon Corzine, Chairman (1)(2)
Roy J. Zuckerberg (2) Hideo Ishihara (10)
David M. Silfen (2) Oki Matsumoto Inc. (2)
Eugene V. Fife (7) Richard M. Hayden (2)
Robert J. Hurst (2) Armen A. Avanessians (2)
Paul M. Achleitner (7) Howard C. Katz (2)
Joel S. Beckman (2) Peter K. Barker (9)
Eric S. Dobkin (2) David W. Blood (7)
Willard J. Overlock, Jr. (2) Henry M. Paulson, Jr.(8)
Jonathan L. Cohen (2) Zachariah Cobrinik (7)
Frederic B. Garonzik (7) Kevin W. Kennedy (2)
William C. Landreth (11) Daniel M. Neidich (2)
Gary D. Cohn (7) Edward Spiegel (2)
Fischer Black (5) Christopher A. Cole (2)
Robert F. Cummings, Jr. (2) Henry Cornell (13)
Angelo De Caro (7) Robert V. Delaney (2)
Steven G. Einhorn (2) Joseph DellaRosa (2)
J. Michael Evans (7) David B. Ford (2)
David M. Leuschen (2) Lawton W. Fitt (2)
Michael R. Lynch (2) Michael D. McCarthy (2)
Donald C. Opatrny, Jr. (7) Joseph D. Gatto (2)
Peter C. Gerhard (2) Thomas E. Tuft (2)
Robert J. Katz (1) (2) Michael P. Mortara (2)
Nomi P. Ghez (2) Lloyd C. Blankfein (2)
David T. Hamamoto (2) John P. Curtin, Jr. (2)
Gavyn Davies (7) Dexter D. Earle (2)
John Ehara (10) Christopher Flowers (2)
Gary Gensler (2) Walter H. Haydock (15)
Charles T. Harris, III (2) Thomas J. Healey (2)
Stephen Hendel (2) Robert E. Higgins (2)
Ernest S. Liu (2) David L. Henle (2)
Eff W. Martin (11) Charles B. Mayer, Jr. (2)
Michael J. O'Brien (7) Mark Schwartz (2)
Stephen M. Semlitz (2) Robert K. Steel (7)
Francis J. Ingrassia (2) John A. Thain (2)
John L. Thornton (7) Scott B. Kapnick (7)
Bracebridge H. Young, Jr. (10) Joseph R. Zimmel (2)
Barry L. Zubrow (2) Gary L. Zwerling (2)
Jon R. Aisbitt (7) Andrew M. Alper (2)
William J. Buckley (2) Frank L. Coulson, Jr. (2)
Connie Duckworth (8) Richard A. Friedman (2)
Alan R. Gillespie (7) John H. Gleberman (2)
Jacob D. Goldfield (2) Steven M. Heller (2)
Ann F. Kaplan (2) Robert S. Kaplan (10)
Peter D. Kiernan, III (2) Kevin M. Kelly (2)
T. Willem Mesdag (7) Gaetano J. Muzio (2)
Robin Neustein (2) Timothy J. O'Neill (2)
Scott M. Pinkus (2) John J. Powers (2)
Stephen D. Quinn (2) Arthur J. Reimers,III (7)
<PAGE>
James P. Riley, Jr. (2) Richard A. Sapp (7)
John C. Keinert (2) Donald F. Textor (2)
Thomas B. Walker, III (2) Patrick J. Ward (10)
Jeffrey M. Weingarten (7) Jon Winkelried (2)
Richard E. Witten (2) Gregory K. Palm (7)
Carlos A. Cordeiro (7) John O. Downing (7)
W. Mark Evans (7) Michael D. Fascitelli (2)
Sylvain M. Hefes (7) Reuben Jeffrey, III (2)
Lawrence H. Linden (2) Jun Makihara (9)
Masanori Mochida (10) Robert B. Morris,III (11)
Philip D. Murphy (14) Suzanne M. Johnson (9)
Terence M. O'Toole (2) Carl G.E. Palmstierna (7)
Michael G. Rantz (2) J. David Rogers (10)
Joseph Sassoon (7) Peter Savitz (10)
Charles B. Seelig, Jr. (2) Ralph F. Severson (11)
Gene T. Sykes (9) Gary A. Syman (10)
Leslie C. Tortora (2) John L. Townsend, III (2)
Lee G. Vance (7) David A. Viniar (2)
John S. Weinberg (2) Peter A. Weinberg (2)
Laurence M. Weiss (2) George W. Wellde, Jr. (2)
Jaime E. Yordan (2) Sharmin Mossavar-
Jonathan L. Kolatch (2) Rahmani (5)
Peter S. Kraus (2) Robert Litterman (2)
Jonathan M. Lopatin (2) Thomas J. Macirowski (2)
Peter G. Mallinson (13) Oki Matsumoto (10)
E. Scott Mead (7) Eric M. Mindich (2)
Steven T. Mnuchin (2) Thomas K. Montag (2)
Edward A. Mule (2) Kipp M. Nelson (7)
Christopher K. Norton (14) Robert J. O'Shea (2)
Wiet H. Pot (7) Jack L. Salzman (2)
Eric S. Schwartz (2) Michael F. Schwerin (2)
Richard S. Sharp (7) Richard G. Sherlund (2)
Michael S. Sherwood (7) Cody J. Smith (2)
Daniel W. Stanton (2) Esta E. Stecher (2)
Frederic E. Steck (11) Byron D. Trott (8)
Barry S. Volpert (2) Peter S. Wheeler (13)
Anthony G. Williams (7) Gary W. Williams (2)
Tracy R. Wolstencroft (4) Danny O. Yee (13)
Michael J. Zamkow (2) Mark A. Zurack (2)
(1) Management Committee
(2) 85 Broad Street, New York, NY 10004
(3) Mellon Bank Center, 1735 Market Street, 26th Floor,
Philadelphia, PA 19103
(4) 100 Crescent Court, Suite 1000, Dallas, TX 75201
(5) One New York Plaza, New York, NY 10004
(6) 1000 Louisiana Street, Suite 550, Houston, TX 77002
(7) Peterborough Court, 133 Fleet Street, London EC4A 2BB,
England
(8) 4900 Sears Tower, Chicago, IL 60606
(9) 333 South Grand Avenue, Suite 1900, Los Angeles, CA 90071
(10) ARK Mori Bldg.,10th Floor, 12-32 Akasaka, 1-chome, Minato-
ku, Tokyo 107, Japan
(11) 555 California Street, 31st Floor, San Francisco, CA 94104
<PAGE>
(12) Exchange Place, 53 State Street, 13th Floor, Boston, MA
02109
(13) Asia Pacific Finance Tower, 35th Floor, Citibank Plaza, 3
Garden Road, Hong Kong
(14) Finanz GmbH, MesseTurm, 60308 Frankfurt am Main 1, Germany
(15) Munsterhof 4, 8022, Zurich, Switzerland
(c) Not Applicable.
Item 30. Location of Accounts and Records.
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended and
the rules thereunder will be maintained (1) at the offices of the
Registrant at 4900 Sears Tower, Chicago, Illinois 60606 and (2) at the
offices of the Registrant's Custodian, State Street Bank and Trust
Company, at 225 Franklin Street, Boston, MA 02110.
Item 31. Management Services.
Not Applicable.
Item 32. Undertakings.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for effecetiveness of this Post-Effective
Amendment No. 52 pursuant to Rule 485 (b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment No. 52 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New
York on the 14th day of November, 1995.
GOLDMAN SACHS MONEY MARKET TRUST
By: /S/MICHAEL J. RICHMAN
Michael J. Richman, Secretary
Pursuant to the requirements of the Securities Act of 1933, the Post-
Effective Amendment No. 50 to the Registration Statement has been
signed below by the following persons in the capacities indicated on
March 2, 1995.
Name Title Date
*MARCIA L. BECK President and Trustee November 14, 1995
Marcia L. Beck
*SCOTT M. GILMAN Treasurer November 14, 1995
Scott M. Gilman
*ASHOK N. BAKHRU Trustee November 14, 1995
Ashok N. Bakhru
*DAVID FORD Trustee November 14, 1995
David Ford
*PAUL C. NAGEL, JR. Trustee November 14, 1995
Paul C. Nagel, Jr.
*JACKSON W. SMART, JR. Trustee November 14, 1995
Jackson W. Smart, Jr.
*WILLIAM H. SPRINGER Trustee November 14, 1995
William H. Springer
*RICHARD P. STRUBEL Trustee November 14, 1995
Richard P. Strubel
By: /S/MICHAEL J. RICHMAN
Michael J. Richman
* Attorney-in-fact
<PAGE>
Index to E xhibits
10. Opinion of Counsel
HALE AND DORR
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 Fax 617-526-5000
November 14, 1995
Goldman Sachs Money Market Trust
4900 Sears Tower
Chicago, Il 60606
Re: Post-Effective Amendment No. 52 to Registration Statement on
Form N-1A (File No. 2-54809) (the "Registration Statement")
Ladies and Gentlemen:
Goldman Sachs Money Market Trust (formerly Goldman Sachs-
Institutional Liquid Assets) (the "Trust") is a Massachusetts
business trust created under a written Agreement and Declaration
of Trust dated December 6, 1978, and executed and delivered on
such date in Boston, Massachusetts, as amended on April 23, 1980,
October 27, 1981, November 10, 1987, March 27, 1989, September
30, 1989, January 12, 1990, April 19, 1990, January 7, 1991,
October 14, 1994 and November 3, 1994 (as so amended, the
"Declaration"). The beneficial interests thereunder are
represented by transferable units of beneficial interest, $.001
par value.
The Trustees have the powers set forth in the Declaration,
subject to the terms, provisions and conditions therein provided.
Pursuant to Article IV, Section 4.1 of the Declaration, it is
provided that the number of units of beneficial interest
authorized to be issued under the Declaration is unlimited and
that the Trustees are authorized to divide the units into one or
more series of units and one or more classes thereof as they deem
necessary or desirable. As of the date of this opinion, the
Trustees have divided the units of the Trust into three classes,
designated as FST Shares, FST Administration Shares and FST
Service Shares. Pursuant to Article IV, Section 4.1 of the
Declaration, the Trustees may issue units of any series or class
for such consideration and on such terms as they may determine
(or for no consideration if pursuant to a unit dividend or split-
up) without action or approval of the unitholders.
Pursuant to Article IV, Section 4.2 of the Declaration, the
Trustees established ten separate series of units designated
"Prime Obligations Portfolio Units", "Government Portfolio
Units", "Treasury Instruments Portfolio Units", "Treasury
Obligations Portfolio Units", "Money Market Portfolio Units",
<PAGE>
"Federal Portfolio Units," "Tax-Exempt Diversified Portfolio
Units", "Tax-Exempt California Portfolio Units", "Tax-Exempt New
Jersey Portfolio Units", "Tax-Exempt New York Portfolio Units",
"Financial Square Treasury Obligations Fund", Financial Square
Prime Obligations Fund", "Financial Square Government Fund",
"Financial Square Money Market Trust", Financial Square Tax-Free
Money Market Fund," "Financial Square Federal Fund" and
"Financial Square Municipal Money Market Fund.
By resolution adopted on April 28, 1992, the Trustees of the
Trust authorized the President, any Vice-President, the Secretary
and the Treasurer from time to time to determine the appropriate
number of units to be registered to register with the Securities
and Exchange Commission, and to issue and sell to the public,
such units.
We understand that you are about to register under the
Securities Act of 1933, as amended, 2.9 billion units of
beneficial interest by Post-Effective No. 52 to the Trust's
Registration Statement.
We have examined the Agreement and Declaration of Trust, the
By-Laws, the written actions of the Board of Trustees and the
minutes of the meeting of the Board of Trustees relating to the
authorization and issuance of units of beneficial interest of the
Trust. In our examination of the above documents, we have assumed
the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as certified
or photostatic copies, the authenticity of the originals of such
latter documents and the legal competence of each individual
executing any documents.
For the purposes of this opinion letter, we have not made an
independent review of the laws of any state or jurisdiction other
than The Commonwealth of Massachusetts and express no opinion
with respect to the laws of The Commonwealth of Massachusetts.
Further, we express no opinion as to compliance with any state or
federal securities laws, including the securities laws of The
Commonwealth of Massachusetts.
Our opinion below, as it relates to the nonassessability of
the units of the Trust, is qualified to the extent that under
Massachusetts law, unitholders of a Massachusetts business trust
may be held personally liable for the obligations of the Trust.
In this regard, however, please be advised that the Declaration
disclaims unitholder liability for acts and obligations of the
Trust and requires that notice of such disclaimer be given in
each note, bond, contract, instrument, certificate of undertaking
made or issued by the Trustees or officers of the Trust. Also,
the Declaration provides for indemnification out of Trust
property for all loss and expense of any unitholder held
personally liable for the obligations of the Trust.
<PAGE>
We are of the opinion that all necessary Trust action
precedent to the issue of the units of beneficial interest of
the Trust comprising the units covered by Post-Effective
Amendment No. 52 to the Registration Statement has been duly
taken, and that all such units may legally and validly be issued
for cash, and when sold will be fully paid and non-assessable by
the Trust upon receipt by the Trust or its agent of consideration
thereof in accordance with terms described in the Trust's
Declaration and the Registration Statement, subject to compliance
with the Securities Act of 1933, as amended, the Investment
Company Act of 1940, as amended, and applicable state laws
regulating the sales of securities.
We consent to your filing this opinion with the Securities
and Exchange Commission as an Exhibit to Post-Effective Amendment
No.52 to the Registration Statement.
Very truly yours,
Hale and Dorr
