<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>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Fidelity Money Market Trust
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Rated Money Market
3.
Investment Company Act File Number: 811-2861
Securities Act File Number: 2-62417
4.
Last day of fiscal year for which this notice is filed: March 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):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites 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 of Shares: 1,847,775,470
Aggregate Price: 1,847,775,470
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 110,717,675
Aggregate Price: 110,717,675
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 1,137,684,428
Aggregate Price: 1,137,684,428
<PAGE>
10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 1,137,684,428
Aggregate Price: 1,137,684,428
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):
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): 1,137,684,428
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (1,137,684,428)
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(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): 0
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/2900
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 0
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 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
May 17, 1996
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date May 24, 1996
* Please print the name and title of the signing officer below the
signature.
</PAGE>
May 17, 1996
Mr. John Costello, Assistant Treasurer
Fidelity Money Market Trust:
Rated Money Market
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.
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 1,137,684,428 shares of the Trust (the "Shares")
sold in reliance upon Rule 24f-2 during the period of September 1,
1995 through March 31, 1996.
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 May 16, 1996, with respect to Delaware law.
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 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, 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 any Series of the Trust, in (subject to
applicable law) cash or securities in which the affected Series is
authorized to invest, 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 determined by the
trustees, or issue fractional shares.
By a vote adopted on June 20, 1991, 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.
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, 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 and 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,
/s/ Arthur S. Loring
Arthur S. Loring
Vice President Legal
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
