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, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
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 = -0-
Amount = -0-
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
Number = -0-
Amount = -0-
9. Number and aggregate sale price of securities sold during the
fiscal year:
Fund Dollars Shares
---- ------- ------
ILA Prime Obligations Portfolio $9,673,577,712 9,673,577,712
ILA Money Market Portfolio 8,319,795,180 8,319,795,180
ILA Government Portfolio 5,132,557,671 5,132,557,671
ILA Treasury Obligations Portfolio 5,376,227,123 5,376,227,123
ILA Treasury Instruments Portfolio 5,303,239,239 5,303,239,239
ILA Federal Portfolio 16,045,333,692 16,045,333,692
ILA Tax-Exempt Diversified
Portfolio 9,553,602,236 9,553,602,236
ILA Tax-Exempt California
Portfolio 2,969,466,722 2,969,466,722
ILA Tax-Exempt New York
Portfolio 651,708,809 651,708,809
FS Prime Obligations Fund 48,607,642,048 48,607,642,048
FS Money Market Fund 44,348,179,853 44,348,179,853
FS Treasury Obligations Fund 20,428,118,527 20,428,118,527
FS Government Fund 14,133,561,561 14,133,561,561
FS Tax-Free Money Market Fund 4,675,755,380 4,675,755,380
-------------- --------------
Total $195,218,765,753 195,218,765,753
<PAGE>
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 $9,673,577,712 9,673,577,712
ILA Money Market Portfolio 8,319,795,180 8,319,795,180
ILA Government Portfolio 5,132,557,671 5,132,557,671
ILA Treasury Obligations Portfolio 5,376,227,123 5,376,227,123
ILA Treasury Instruments Portfolio 5,303,239,239 5,303,239,239
ILA Federal Portfolio 16,045,333,692 16,045,333,692
ILA Tax-Exempt Diversified
Portfolio 9,553,602,236 9,553,602,236
ILA Tax-Exempt California
Portfolio 2,969,466,722 2,969,466,722
ILA Tax-Exempt New York
Portfolio 651,708,809 651,708,809
FS Prime Obligations Fund 48,607,642,048 48,607,642,048
FS Money Market Fund 44,348,179,853 44,348,179,853
FS Treasury Obligations Fund 20,428,118,527 20,428,118,527
FS Government Fund 14,133,561,561 14,133,561,561
FS Tax-Free Money Market Fund 4,675,755,380 4,675,755,380
-------------- --------------
Total $195,218,765,753 195,218,765,753
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):
$195,218,765,753
----------------
(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):
$190,508,493,152**
------------------
<PAGE>
(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
----------------
(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):
$4,710,272,601
----------------
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6):
x 1/3300
----------------
(vii) Fee due (line (i) or line (v)
multiplied by line (vi)):
$1,427,355
----------------
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, 1997
<PAGE>
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)* John M. Perlowski
--------------------------------------
John M. Perlowski, Assistant Treasurer
--------------------------------------
Dated: February 28, 1997
------------------------
*Please print the name and title of the signing officer below
the signature.
** Price of Number of
Shares Shares
Redeemed or Redeemed or
Fund Repurchased Repurchased
---- ----------- -----------
ILA Prime Obligations
Portfolio ($9,961,847,278) (9,961,847,278)
ILA Money Market Portfolio (8,092,253,028) (8,092,253,028)
ILA Government Portfolio (5,011,078,568) (5,011,078,568)
ILA Treasury Obligations
Portfolio (5,492,732,128) (5,492,732,128)
ILA Treasury Instruments
Portfolio (4,850,904,367) (4,850,904,367)
ILA Federal Portfolio (15,106,127,095) (15,106,127,095)
ILA Tax-Exempt Diversified
Portfolio (9,392,133,030) (9,392,133,030)
ILA Tax-Exempt California
Portfolio (2,875,637,134) (2,875,637,134)
ILA Tax-Exempt New York
Portfolio (654,470,394) (654,470,394)
FS Prime Obligations Fund (47,756,596,271) (47,756,596,271)
FS Money Market Fund (43,600,991,427) (43,600,991,427)
FS Treasury Obligations Fund (19,343,068,853) (19,343,068,853)
FS Government Fund (13,746,823,336) (13,746,823,336)
FS Tax-Free Money Market Fund (4,623,830,243) (4,623,830,243)
--------------- ---------------
Total ($190,508,493,152) (190,508,493,152)
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 fax 617-526-5000
February 26, 1997
Goldman Sachs Money Market Trust
4900 Sears Tower
Chicago, IL 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 from time to time (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 have established fourteen separate series of units.
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.
<PAGE>
Goldman Sachs Money Market Trust
February 26, 1997
Page 2
We understand that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended (the "1940 Act") the
Trust has registered an indefinite number of units of beneficial
interest under the Securities Act of 1933, as amended (the "1933
Act").
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
195,218,765,753 units of beneficial interest of the Trust (the
"Units") sold in reliance upon said Rule 24f-2 during the fiscal
year ended December 31, 1996.
We have examined the Agreement and Declaration of Trust, a
certificate of an officer 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 satisfaction, 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 or federal securities laws, including
the securities laws of The Commonwealth of Massachusetts.
Our opinion below, as it relates to the non-assessability 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 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>
Goldman Sachs Money Market Trust
February 26, 1997
Page 3
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
1933 Act, the 1940 Act 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 LLP
Hale and Dorr LLP
