U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Goldman Sachs Money Market Trust
4900 Sears Tower
Chicago, Illinois 60606
2. Name of each series or class of funds for which this notice is
filed:
ILA Prime Obligations Portfolio
ILA Money Market Portfolio
ILA Government Portfolio
ILA Treasury Obligations Portfolio
ILA Treasury Instruments Portfolio
ILA Federal Portfolio
ILA Tax-Exempt Diversified Portfolio
ILA Tax-Exempt California Portfolio
ILA Tax-Exempt New York Portfolio
FS Prime Obligations Fund
FS Money Market Fund
FS Treasury Obligations Fund
FS Government Fund
FS Tax-Free Money Market Fund
3. Investment Company Act File Number: 811-2958
Securities Act File Number: 2-54809
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
N/A
<PAGE>
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year, but
which remained unsold at the beginning of the fiscal year:
Number = 833,317,288
Amount = $833,317,288
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
Number = 1,682,000,000
Amount = $1,682,000,000
9. Number and aggregate sale price of securities sold during the
fiscal year:
Fund Dollars Shares
---- ------- ------
ILA Prime Obligations Portfolio 12,385,283,772 12,385,283,772
ILA Money Market Portfolio 6,899,404,256 6,899,404,256
ILA Government Portfolio 6,166,326,860 6,166,326,860
ILA Treasury Obligations Portfolio 5,310,751,199 5,310,751,199
ILA Treasury Instruments Portfolio 4,564,311,392 4,564,311,392
ILA Federal Portfolio 12,938,726,149 12,938,726,149
ILA Tax-Exempt Diversified
Portfolio 9,704,398,044 9,704,398,044
ILA Tax-Exempt California
Portfolio 2,121,229,498 2,121,229,498
ILA Tax-Exempt New York
Portfolio 640,403,770 640,403,770
FS Prime Obligations Fund 36,001,732,050 36,001,732,050
FS Money Market Fund 33,229,869,817 33,229,869,817
FS Treasury Obligations Fund 12,069,837,088 12,069,837,088
FS Government Fund 8,919,459,498 8,919,459,498
FS Tax-Free Money Market Fund 3,463,070,760 3,463,070,760
-------------- --------------
Total 154,414,804,153 154,414,804,153
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
Fund Dollars Shares
---- ------- ------
ILA Prime Obligations Portfolio 12,385,283,772 12,385,283,772
ILA Money Market Portfolio 6,899,404,256 6,899,404,256
ILA Government Portfolio 6,166,326,860 6,166,326,860
ILA Treasury Obligations Portfolio 5,310,751,199 5,310,751,199
ILA Treasury Instruments Portfolio 4,564,311,392 4,564,311,392
ILA Federal Portfolio 12,938,726,149 12,938,726,149
ILA Tax-Exempt Diversified
Portfolio 9,704,398,044 9,704,398,044
<PAGE>
ILA Tax-Exempt California
Portfolio 2,121,229,498 2,121,229,498
ILA Tax-Exempt New York
Portfolio 640,403,770 640,403,770
FS Prime Obligations Fund 36,001,732,050 36,001,732,050
FS Money Market Fund 33,229,869,817 33,229,869,817
FS Treasury Obligations Fund 12,069,837,088 12,069,837,088
FS Government Fund 8,919,459,498 8,919,459,498
FS Tax-Free Money Market Fund 3,463,070,760 3,463,070,760
-------------- --------------
Sub-total 154,414,804,153 154,414,804,153
Less: Number and aggregate sale
price of securities sold
during the fiscal year in
reliance on registration
pursuant to Rule 24e-2 2,515,317,288 2,515,317,288
-------------- --------------
Total 151,899,486,865 151,899,486,865
--------------- ---------------
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7):
* Dollars and shares reinvested are included in
securities sold above.
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$151,899,486,865
----------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable):
*
----------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable):
$151,457,170,200**
------------------
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
N/A
----------------
<PAGE>
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 (line (i), plus
line (ii), less line (iii), plus line
(iv) (if applicable):
$442,316,665
----------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6):
x 1/2900
----------------
(vii) Fee due (line (i) or line (v)
multiplied by line (vi)):
$152,523
----------------
Instruction: Issuers should complete lines (ii), (iii),
(iv), and (v) only if the form is being filed
within 60 days after the close of the issuer's
fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CPR
202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commissioner's lockbox depository:
February 28, 1996
SIGNATURES
This report has been signed below by the following person on
behalf of the issuer and in the capacity and on the date
indicated.
By (Signature and Title)* Scott M. Gilman
--------------------------
Scott M. Gilman, Treasurer
--------------------------
Dated: February 28, 1996
------------------
* Please print the name and title of the signing officer below
the signature.
<PAGE>
** Price of Number of
Shares Shares
Redeemed or Redeemed or
Fund Repurchased Repurchased
---- ----------- -----------
ILA Prime Obligations 13,117,315,317 13,117,315,317
Portfolio
ILA Money Market Portfolio 6,864,945,994 6,864,945,994
ILA Government Portfolio 6,596,822,965 6,596,822,965
ILA Treasury Obligations
Portfolio 5,307,633,793 5,307,633,793
ILA Treasury Instruments 4,472,240,590 4,472,240,590
Portfolio
ILA Federal Portfolio 12,558,288,438 12,558,288,438
ILA Tax-Exempt Diversified 9,832,589,904 9,832,589,904
Portfolio
ILA Tax-Exempt California 2,002,625,120 2,002,625,120
Portfolio
ILA Tax-Exempt New York 646,630,502 646,630,502
Portfolio
FS Prime Obligations Fund 35,375,137,049 35,375,137,049
FS Money Market Fund 31,948,570,256 31,948,570,256
FS Treasury Obligations Fund 11,181,309,002 11,181,309,002
FS Government Fund 8,391,284,391 8,391,284,391
FS Tax-Free Money Market Fund 3,161,776,879 3,161,776,879
--------------- ---------------
Total 151,457,170,200 151,457,170,200
HALE AND DORR
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 Fax 617-526-5000
February 28, 1996
Goldman Sachs Money Market Trust
4900 Sears Tower
Chicago, Illinois 60606
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
Goldman Sachs Money Market Trust (originally, 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, November 3, 1994 and December 20, 1995 (as so amended, the
"Declaration"). The beneficial interests thereunder are
represented by units of beneficial interest, $.001 par value.
The Trustees of the Trust 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. 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 separate series of units. These series
include Prime Obligations Portfolio, Government Portfolio,
Treasury Instruments Portfolio, Treasury Obligations Portfolio,
Money Market Portfolio, Federal Portfolio, Tax-Exempt Diversified
Portfolio, Tax-Exempt California Portfolio and Tax-Exempt New
York Portfolio. These units are further divided into three
classes designated "ILA Units", "ILA Administration Units" and
"ILA Service Units". The other series of the Trust include
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. These series are further divided into three
classes designated "FST Shares", "FST Administration Shares" and
"FST Service Shares".
<PAGE>
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, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite number of units of beneficial interest under the
Securities Act of 1933. We understand that you are about to file
with the Securities and Exchange Commission a notice on Form 24f-2
pursuant to Rule 24f-2 (the "Rule 24f-2 Notice") making
definite the registration of 151,899,486,865 units of beneficial
interest of the Trust (the "Units") sold in reliance upon said
Rule 24f-2 during the fiscal year ended December 31, 1995.
We have examined the Agreement and Declaration of Trust, a
certificate of the Treasurer of the Trust to the effect that the
Trust or its agent received the consideration for each of the
Units in accordance with the terms of the Declaration, and such
other documents as we have deemed necessary or appropriate for
the purposes of this opinion, including, but not limited to,
originals, or copies certified or otherwise identified to our
satisfactions, of such documents, Trust records and other
instruments. 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, 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 purposes of this opinion, 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 any jurisdiction other than the laws
of The Commonwealth of Massachusetts. Further, we express no
opinion as to compliance with any state of 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, shareholders 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 or obligations of the
Trust and requires that notice of such disclaimer be given in
each note, bond, contract, instrument, certificate or 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 issuance of the Units has been duly taken, and
that the Units were legally and validly issued, and are fully
paid and non-assessable by the Trust, subject to compliance with
the Securities Act of 1933, the Investment Company Act of 1940
and the applicable state laws regulating the sale of securities.
We consent to your filing this opinion with the Securities
and Exchange Commission together with the Rule 24f-2 Notice
referred to above. Except as provided in this paragraph, this
opinion may not be relied upon by, or filed with, any other
parties or used for any other purpose.
Very truly yours,
Hale and Dorr
Hale and Dorr
