FIDELITY MONEY MARKET TRUST
U.S. TREASURY PORTFOLIO
AND U.S. GOVERNMENT PORTFOLIO
SUPPLEMENT TO THE PROSPECTUS
DATED: DECEMBER 29, 1994
PROPOSED REORGANIZATION. Fidelity Money Market
Trust: U.S. Treasury Portfolio and Fidelity Money
Market Trust: U.S. Government Portfolio expect to
merge into similar Fidelity money market mutual
funds on or about November 1, 1995. These
mergers are subject to shareholder approval. The
Board of Trustees of Fidelity Money Market Trust
has unanimously approved the Agreements and
Plans of Reorganization (the Agreements) between
Fidelity Money Market Trust: U.S. Treasury
Portfolio (FMMT Treasury) and Fidelity
Institutional Cash Portfolios: U.S. Treasury Portfolio
II (FICP Treasury II), and between FMMT: U.S.
Government Portfolio (FMMT Government) and
FICP: U.S. Government Portfolio (FICP
Government).
The Agreements provide for the acquisition by FICP
Treasury II and FICP Government of substantially
all of the assets of FMMT Treasury and FMMT
Government, respectively, solely in exchange for the
number of Class A shares of FICP Treasury II and
FICP Government, respectively, having the same
aggregate net asset value as the outstanding shares
of FMMT Treasury and FMMT Government.
Following such exchange, FMMT Treasury and
FMMT Government will liquidate and distribute pro
rata the FICP Treasury II and FICP Government
shares, as applicable, to their respective shareholders
as provided in the Agreements (the transactions
contemplated by the Agreements hereinafter are
referred to as the "Reorganizations").
FMMT-STK-060195-01 Page 1 of 2 June 1, 1995
FIDELITY MONEY MARKET TRUST
U.S. TREASURY PORTFOLIO
AND U.S. GOVERNMENT PORTFOLIO
SUPPLEMENT TO THE PROSPECTUS
DATED: DECEMBER 29, 1994
PROPOSED REORGANIZATION. Fidelity Money Market
Trust: U.S. Treasury Portfolio and Fidelity Money
Market Trust: U.S. Government Portfolio expect to
merge into similar Fidelity money market mutual
funds on or about November 1, 1995. These
mergers are subject to shareholder approval. The
Board of Trustees of Fidelity Money Market Trust
has unanimously approved the Agreements and
Plans of Reorganization (the Agreements) between
Fidelity Money Market Trust: U.S. Treasury
Portfolio (FMMT Treasury) and Fidelity
Institutional Cash Portfolios: U.S. Treasury Portfolio
II (FICP Treasury II), and between FMMT: U.S.
Government Portfolio (FMMT Government) and
FICP: U.S. Government Portfolio (FICP
Government).
The Agreements provide for the acquisition by FICP
Treasury II and FICP Government of substantially
all of the assets of FMMT Treasury and FMMT
Government, respectively, solely in exchange for the
number of Class A shares of FICP Treasury II and
FICP Government, respectively, having the same
aggregate net asset value as the outstanding shares
of FMMT Treasury and FMMT Government.
Following such exchange, FMMT Treasury and
FMMT Government will liquidate and distribute pro
rata the FICP Treasury II and FICP Government
shares, as applicable, to their respective shareholders
as provided in the Agreements (the transactions
contemplated by the Agreements hereinafter are
referred to as the "Reorganizations").
FMMT-STK-060195-01 Page 1 of 2 June 1, 1995
The Reorganizations can be consummated only if,
among other things, they are approved by a majority
vote of shareholders. Special meetings of the
Shareholders of FMMT Treasury and FMMT
Government will be held on September 13, 1995 and
approval of each Agreement will be voted on
separately at that time. In connection with the
meetings, FMMT Treasury and FMMT Government
will file with the Securities and Exchange
Commission and deliver to their shareholders of
record, a Proxy Statement describing the
Reorganizations and Prospectus for FICP Treasury II
and FICP Government.
If the Agreements are approved at the meetings and
certain conditions required by the Agreements are
satisfied, the Reorganizations are expected to
become effective on or about October 31, 1995. If
shareholder approval of a Reorganization is delayed
due to failure to meet a quorum or otherwise, that
Reorganization will become effective as soon as
practicable thereafter.
In the event shareholders of either FMMT Treasury
or FMMT Government fail to approve their
respective Agreement, FMMT Treasury or FMMT
Government, as the case may be, will continue to
engage in business as a registered investment
company and the Board of Trustees will consider
other proposals for the reorganization or liquidation
of FMMT Treasury or FMMT Government.
Effective on or about July 17, 1995, FMMT
Treasury and FMMT Government will no longer be
available for new accounts pending the
Reorganizations.
FMMT-STK-060195-01 Page 2 of 2 June 1, 1995
The Reorganizations can be consummated only if,
among other things, they are approved by a majority
vote of shareholders. Special meetings of the
Shareholders of FMMT Treasury and FMMT
Government will be held on September 13, 1995 and
approval of each Agreement will be voted on
separately at that time. In connection with the
meetings, FMMT Treasury and FMMT Government
will file with the Securities and Exchange
Commission and deliver to their shareholders of
record, a Proxy Statement describing the
Reorganizations and Prospectus for FICP Treasury II
and FICP Government.
If the Agreements are approved at the meetings and
certain conditions required by the Agreements are
satisfied, the Reorganizations are expected to
become effective on or about October 31, 1995. If
shareholder approval of a Reorganization is delayed
due to failure to meet a quorum or otherwise, that
Reorganization will become effective as soon as
practicable thereafter.
In the event shareholders of either FMMT Treasury
or FMMT Government fail to approve their
respective Agreement, FMMT Treasury or FMMT
Government, as the case may be, will continue to
engage in business as a registered investment
company and the Board of Trustees will consider
other proposals for the reorganization or liquidation
of FMMT Treasury or FMMT Government.
Effective on or about July 17, 1995, FMMT
Treasury and FMMT Government will no longer be
available for new accounts pending the
Reorganizations.
FMMT-STK-060195-01 Page 2 of 2 June 1, 1995
