<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Daily Money Fund
(Name of Registrant)
File No. 2-77909
</PAGE>
<PAGE>
FILE NO. 2-77909
Daily Money Fund
: 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 July 31, 1994
(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
187,348,017 shares
(iv) Number of Securities Sold During Fiscal Year
13,798,693,377 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
13,798,693,377 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
13,798,693,377
$
13,798,693,377
Redemptions See Note (2) :
(13,798,693,377)
$
(13,798,693,377)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended July 31, 1994
, aggregated
14,763,095,690
and $14,763,095,690
, 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
Daily Money Fund
:
U.S. Treasury Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-77909
Daily Money Fund
: 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 July 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
242,483,956 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
115,338,499 shares
(iv) Number of Securities Sold During Fiscal Year
9,151,729,228 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
9,115,524,819 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
9,115,524,819
$
9,115,524,819
Redemptions:
(9,115,524,819)
$
(9,115,524,819)
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
Daily Money Fund
:
Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-77909
Daily Money Fund
: Fidelity U.S. Treasury Income 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 July 31, 1994
(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
161,075,693 shares
(iv) Number of Securities Sold During Fiscal Year
4,258,629,047 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
4,258,629,047 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
4,258,629,047
$
4,258,629,047
Redemptions See Note (2) :
(4,258,629,047)
$
(4,258,629,047)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended July 31, 1994
, aggregated
4,266,497,201
and $4,266,497,201
, 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
Daily Money Fund
:
Fidelity U.S. Treasury Income Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-77909
Daily Money Fund
: Capital Reserves: 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 July 31, 1994
(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
49,666,364 shares
(iv) Number of Securities Sold During Fiscal Year
2,416,632,169 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
2,381,075,779 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
2,381,075,779
$
2,381,075,779
Redemptions:
(2,381,075,779)
$
(2,381,075,779)
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
Daily Money Fund
:
Capital Reserves: U.S. Government Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-77909
Daily Money Fund
: Capital Reserves: 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 July 31, 1994
(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
3,974,385,280 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
3,974,385,280 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
3,974,385,280
$
3,974,385,280
Redemptions:
(3,911,825,770)
$
(3,911,825,770)
Net Sales Pursuant to Rule 24f-2:
62,559,510
$
62,559,510
</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: $21,572.40
Daily Money Fund
:
Capital Reserves: Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-77909
Daily Money Fund
: Capital Reserves: Municipal 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 July 31, 1994
(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
502,816,505 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
502,816,505 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
502,816,505
$
502,816,505
Redemptions See Note (2) :
(502,816,505)
$
(502,816,505)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended July 31, 1994
, aggregated
504,861,716
and $504,861,716
, 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
Daily Money Fund
:
Capital Reserves: Municipal Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
September 20, 1994
Mr. John Costello, Assistant Treasurer
Daily Money Fund
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Daily Money Fund is a Delaware business trust
created 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 34,031,124,807 shares of the Fund
(the "shares") sold in reliance upon Rule 24f-2
during the fiscal year ended July 31, 1994.
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 16, 1994, with respect to matters
of 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 2.07, 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.
Under Article II, Section 2.08, 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.
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 this Fund 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 dated August 1, 1993
through September 29, 1993 the Fund shares
subject to the Rule 24f-2 Notice were issued by
the Funds as portfolios of the Massachusetts
business trust (the Massachusetts Trust), created
under a written Declaration of Trust under the
name Daily Money Fund dated, executed and
delivered in Boston on June 7, 1982. A supplement
to the Declaration of Trust dated December 6, 1982
was filed with the office of the secretary of the
Commonwealth of Massachusetts on December 10,
1982. The Declaration of Trust was amended and
restated effective September 1, 1989 and delivered
in Boston, Massachusetts.
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 June 7, 1982 and amended on
August 24, 1989, 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 Fund's
Massachusetts Trust in accordance with the terms
included in the Fund's Registration Statement 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 Fund's Prospectuses and
Statements of Additional Information for the
relevant periods under the heading "Description of
the Fund" and subject to the possibility that a
court might not apply such law as so described.
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,
/s/ Arthur S. Loring
Arthur S. Loring, Esq.
Vice President - Legal
September 16, 1994
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re: Daily Money Fund II
Dear Mr. Loring:
We have acted as special Delaware counsel to Daily
Money Fund 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"); 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. 22 to the Trust's
Registration Statement on Form N-1A as filed with
the Commission on September 28, 1993; 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 registration
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; 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
Arthur S. Loring, Esquire
September 16, 1994
Page 3
LG942580.037
