<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Money Market Trust
(Name of Registrant)
File No. 2-62417
</PAGE>
<PAGE>
FILE NO. 2-62417
Fidelity Money Market Trust
: U.S. Treasury Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended August 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
201,530,386 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
10,562,642 shares
(iv) Number of Securities Sold During Fiscal Year
797,281,488 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
797,281,488 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
797,281,488
$
797,281,488
Redemptions See Note (2) :
(797,281,488)
$
(797,281,488)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended August 31, 1995
, aggregated
854,832,797
and $854,832,797
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Money Market Trust
:
U.S. Treasury Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-62417
Fidelity Money Market Trust
: U.S. Government Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended August 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
856,931,809 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
37,772,409 shares
(iv) Number of Securities Sold During Fiscal Year
924,135,447 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
868,914,229 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
868,914,229
$
868,914,229
Redemptions:
(868,914,229)
$
(868,914,229)
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Money Market Trust
:
U.S. Government Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-62417
Fidelity Money Market Trust
: Domestic Money Market Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended August 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
1,626,950,908 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
220,824,562 shares
(iv) Number of Securities Sold During Fiscal Year
2,232,610,577 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
2,232,610,577 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
2,232,610,577
$
2,232,610,577
Redemptions See Note (2) :
(2,232,610,577)
$
(2,232,610,577)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended August 31, 1995
, aggregated
2,343,183,252
and $2,343,183,252
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Money Market Trust
:
Domestic Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-62417
Fidelity Money Market Trust
: Retirement Money Market
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended August 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
4,357,739,794 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
4,357,739,794 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
4,357,739,794
$
4,357,739,794
Redemptions:
(3,007,122,850)
$
(3,007,122,850)
Net Sales Pursuant to Rule 24f-2:
1,350,616,944
$
1,350,616,944
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $465,729.98
Fidelity Money Market Trust
:
Retirement Money Market
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-62417
Fidelity Money Market Trust
: Retirement Government Money Market
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended August 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
1,748,370,223 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
1,748,370,223 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
1,748,370,223
$
1,748,370,223
Redemptions:
(1,240,661,774)
$
(1,240,661,774)
Net Sales Pursuant to Rule 24f-2:
507,708,449
$
507,708,449
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $175,071.88
Fidelity Money Market Trust
:
Retirement Government Money Market
By John H. Costello
Assistant Treasurer
</PAGE>
FMR Corp.
82 Devonshire Street
Boston MA 02109-3614
617 563 7000
September 28, 1995
Mr. John Costello, Assistant Treasurer
Fidelity Money Market Trust:
U.S. Treasury Portfolio
U.S. Government Portfolio
Domestic Money Market Portfolio
Retirement Money Market Portfolio
Retirement Government Money Market Portfolio
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Money Market Trust is a Delaware business trust initially
created under the name Fidelity Money Market Trust II under a
written Trust Instrument dated June 20, 1991. The name was
changed to Fidelity Money Market Trust on December 29, 1994.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the trust has registered an
indefinite amount of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the trust intends to file with the
Securities and Exchange Commission a Notice making definite the
registration of 10,004,916,311 shares of the trust (the "Shares")
sold in reliance upon Rule 24f-2 during the fiscal year ended
August 31, 1995.
I am of the opinion that all legal requirements have been complied
with in the creation of the trust and that said trust is a duly
authorized and validly existing business trust under the laws of the
State of Delaware. In this regard, I have relied on the opinion of
Delaware counsel, Morris, Nichols, Arsht & Tunnell, contained in a
letter dated September 25, 1995.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Capitalized terms used herein, and not otherwise herein defined, are
used as defined in the Trust Instrument.
Under Article II, Section 2.01, of the Trust Instrument, the
beneficial interest in the trust shall be divided into such transferable
Shares of one or more separate and distinct Series or classes of a
Series as the trustees shall from time to time create and establish.
The number of Shares of each Series, and class thereof, authorized
thereunder is unlimited and each Share shall be without par value
and shall be fully paid and nonassessable.
Under Article II, Section 2.06, the trust shall consist of one or more
Series and the trustees of each Series shall have full power and
authority, in their sole discretion, and without obtaining any prior
authorization or vote of the Shareholders of any Series of the trust
to establish and designate (and to change in any manner) any such
Series of Shares with such preferences, voting powers, rights and
privileges as the trustees may from time to time determine, to divide
or combine the Shares into a greater or lesser number, to classify or
reclassify any issued Shares of any Series, and to take such other
action with respect to the Shares as the trustees may deem
desirable.
Under Article II, Section 2.07, the trustees are empowered to
accept investments in the trust in cash or securities from such
persons and on such terms as they may from time to time authorize.
Such investments in the trust shall be credited to each Shareholder's
account in the form of full Shares at the Net Asset Value per Share
next determined after the investment is received; provided,
however, that the trustees may, in their sole discretion, fix the initial
Net Asset Value per share of the initial capital contribution, impose
a sales charge upon investments in the trust in such manner and at
such time as determined by the trustees, or issue fractional shares.
By a vote adopted on December 29, 1994, the Board of Trustees
authorized the issue and sale, from time to time, of an unlimited
number of shares of beneficial interest of these funds in accordance
with the terms included in the then current Registration Statement
and subject to the limitations of the Trust Instrument and any
amendments thereto.
With respect to the period September 1, 1994 through December
29, 1994 the trust shares subject to the Rule 24f-2 Notice were
issued by the trust as a Massachusetts business trust (the
Massachusetts trust), created under a written Declaration of Trust
under the name Fidelity Money Market Trust dated, executed and
delivered in Boston on August 21, 1978 amended and restated
November 1, 1989.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the trust shall be divided into separate and
distinct Series as the trustees shall from time to time create and
establish. The number of Shares is unlimited and each Share is
without par value and shall be fully paid and nonassessable. The
trustees shall have full power and authority, in their sole discretion
and without obtaining any prior authorization or vote of the trust,
to create and establish (and to change in any manner) Shares with
such preferences, voting powers, rights and privileges as the
trustees may from time to time determine, to divide or combine the
Shares into a greater or lesser number, to classify or reclassify any
issued Shares into one or more Series of Shares, to abolish any one
or more Series of Shares and to take such other action with respect
to the Shares as the trustees may deem desirable.
Under Article III, Section 4, the trustees shall accept investments in
the trust from such persons and on such terms as they may from
time to time authorize. Such investments may be in the form of
cash or securities in which the appropriate Series is authorized to
invest, valued as provided in Article X, Section 3. After the date of
the initial contribution of capital, the number of Shares to represent
the initial contribution may in the trustees' discretion be considered
as outstanding and the amount received by the trustees on account
of the contribution shall be treated as an asset of the trust.
Subsequent investments in the trust shall be credited to each
Shareholder's account in the form of full Shares at the Net Asset
Value per Share next determined after the investment is received;
provided, however, that the trustees may, in their sole discretion,
(a) impose a sales charge upon investments in the trust and (b) issue
fractional Shares.
By a vote adopted on August 21, 1978, as amended February 22,
1985, the Board of Trustees of the Massachusetts trust authorized
the issue and sale, from time to time, of an unlimited number of
shares of the beneficial interest of the Massachusetts trust in
accordance with the terms included in the funds' Prospectuses and
Statements of Additional Information and subject to the limitations
of the Declaration of Trust and any amendments thereto.
I am of the opinion that all necessary trust action precedent to the
issue of Shares has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and nonassessable
under Delaware law, or Massachusetts law, respectively, for the
relevant periods, except as described in the funds' then applicable
Statements of Additional Information under the heading
"Description of the Trust" and subject to the possibility that a court
might not apply such law as described in the funds' Statements of
Additional Information dated December 29, 1994 under the heading
"Description of the Trust." In rendering this opinion, I rely on the
representation by the trust that it or its agents received
consideration for the Shares in accordance with the Trust
Instrument or Declaration of Trust, respectively, for the relevant
periods. I express no opinion as to compliance with the Securities
Act of 1933, the Investment Company Act of 1940, or applicable
state "Blue Sky" or securities laws in connection with sales of the
Shares
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
commission.
Very truly yours,
Arthur S. Loring
Vice President - Legal
/s/ArthurS.Loring
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re:Fidelity Money Market Trust
Dear Mr. Loring:
We have acted as special Delaware counsel to Fidelity Money Market
Trust (formerly named Fidelity Money Market Trust II), a Delaware
business trust (the "Trust"), in connection with certain matters relating
to the organization of the Trust and the issuance of Shares therein.
Capitalized terms used herein and not otherwise herein defined are used
as defined in the Trust Instrument of the Trust dated June 20, 1991
(the "Governing Instrument").
In rendering this opinion, we have examined copies of the following
documents, each in the form provided to us: the Certificate of Trust of
the Trust dated as of June 20, 1991 and filed in the Office of the
Secretary of State of the State of Delaware (the "Recording Office") on
July 9, 1991 (the "Certificate"), as amended by a Certificate of
Amendment thereto filed in the Recording Office on December 30,
1994; the Governing Instrument; the Bylaws of the Trust; minutes of a
meeting of the Board of Trustees of the Trust, dated June 20, 1991; a
Certificate of Secretary of the Trust, certifying as to the acceptance by
certain persons of their positions as trustees of the Trust; Post-Effective
Amendment No. 46 to the Trust's Registration Statement on Form N-
1A as filed with the Commission on December 20, 1994; and a
certification of good standing of the Trust obtained as of a recent date
from the Recording Office. In such examinations, we have assumed
the genuineness of all signatures, the conformity to original documents
of all documents submitted to us as copies or drafts of documents to be
executed, and the legal capacity of natural persons to complete the
execution of documents. We have further assumed for the purpose of
this opinion: (i) the due authorization, execution and delivery by, or on
behalf of, each of the parties thereto of the above-referenced
instruments, certificates and other documents, and of all documents
contemplated by the Governing Instrument and applicable resolutions
of the Trustees to be executed by investors desiring to become
Shareholders; (ii) the payment of consideration for Shares, and the
application of such consideration, as provided in the Governing
Instrument, and compliance with the other terms, conditions and
restrictions set forth in the Governing Instrument and all applicable
resolutions of the Trustees in connection with the issuance of Shares
(including, without limitation, the taking of all appropriate action by the
Trustees to designate Series of Shares and the rights and preferences
attributable thereto as contemplated by the Governing Instrument); (iii)
that appropriate notation of the names and addresses of, the number of
Shares held by, and the consideration paid by, Shareholders will be
maintained in the appropriate registers and other books and records of
the Trust in connection with the issuance or transfer of Shares; (iv) that
no event has occurred subsequent to the filing of the Certificate that
would cause a termination or dissolution of the Trust under Section
11.04 or Section 11.05 of the Governing Instrument; (v) that the
activities of the Trust have been and will be conducted in accordance
with the terms of the Governing Instrument and the Delaware Act; and
(vi) that each of the documents examined by us is in full force and
effect and has not been modified, supplemented or otherwise amended.
No opinion is expressed herein with respect to the requirements of, or
compliance with, federal or state securities or blue sky laws. Further,
we express no opinion on the sufficiency or accuracy of any registra-
tion or offering documentation relating to the Trust or the Shares. As
to any facts material to our opinion, other than those assumed, we have
relied without independent investigation on the above-referenced
documents and on the accuracy, as of the date hereof, of the matters
therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1.The Trust is a duly organized and validly existing business trust in
good standing under the laws of the State of Delaware.
2.The Shares, when issued to Shareholders in accordance with the
terms, conditions, requirements and procedures set forth in the
Governing Instrument, will constitute legally issued, fully paid and non-
assessable Shares of beneficial interest in the Trust.
3.Under the Delaware Act and the terms of the Governing Instrument,
each Shareholder of the Trust, in such capacity, will be entitled to the
same limitation of personal liability as that extended to stockholders of
private corporations for profit organized under the general corporation
law of the State of Delaware; provided, however, that we express no
opinion with respect to the liability of any Shareholder who is, was or
may become a named Trustee of the Trust. Neither the existence nor
exercise of the voting rights granted to Shareholders under the
Governing Instrument will, of itself, cause a Shareholder to be deemed
a trustee of the Trust under the Delaware Act.
We understand that you wish to rely as to matters of Delaware law on
the opinion set forth above in connection with the rendering by you of
an opinion to be used as an Exhibit to a Rule 24f-2 filing to be made by
the Trust with the Commission, and we hereby consent to such
reliance. Except as provided in the foregoing sentence, the opinion set
forth above is expressed solely for the benefit of the addressee hereof
and may not be relied upon by any other person or entity for any
purpose without our prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
