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May 10, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, DC 20549
Gentlemen:
Re: Rule 24f-2 Notice for
SAFECO Money Market Trust
Registration No. 2-25272
The following information is supplied by SAFECO Money Market Trust ("Trust")
pursuant to Rule 24f-2 under the Investment Company Act of 1940 ("Act"):
1. The fiscal year for which this notice is filed ended March 31, 1995.
2. The number of shares of beneficial interest of the Trust registered
pursuant to the Securities Act of 1933 other than pursuant to Section
24(f) of the Act which were unsold at March 31, 1995, was 0.
3. 0 shares of beneficial interest of the Trust were registered during
the fiscal year ended March 31, 1995, other than pursuant to Section
24(f) of the Act.
4. The number of shares of beneficial interest of the Trust sold during
the fiscal year ended March 31, 1995, was 1,392,677,539.
5. The number of shares of beneficial interest of the Trust sold during
the fiscal year ended March 31, 1995, pursuant to Section 24(f) of the
Act was 1,392,677,539.
Enclosed are the following:
1. An opinion of counsel with respect to the shares of beneficial
interest referred to in paragraph 5 above.
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Securities and Exchange Commission
May 10, 1995
Page 2
2. Four additional conformed copies of this Notice and the opinion of
counsel referred to above.
3. A cashier's check in the amount of $100 for the filing fee.*
Please acknowledge receipt on the enclosed, self-addressed, stamped card.
Very truly yours,
SAFECO MONEY MARKET TRUST
Neal A. Fuller
Vice President and Controller
Enc.
*Information with respect to calculation of filing fee pursuant to Rule
24f-2(c).
(1) Actual aggregate sale price of such shares: $1,392,677,539
(2) Actual aggregate redemption price of shares redeemed during fiscal
year ended March 31, 1995: $1,432,236,537
(3) Actual aggregate redemption price of such redeemed shares applied
pursuant to Section 24e-2(a) of the Act: $0
(4) Difference between (2) and (3): $1,432,236,537
(5) Difference between (1) and (4): ($39,558,998)
(6) Pursuant to Section 6(b) of the Securities Act of 1933 the following
is a calculation of the fee due: ($39,558,998) x 0.0003448 = Minimum
$100
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May 10, 1995
SAFECO Money Market Trust
SAFECO Plaza
Seattle, WA 98185
Gentlemen:
I have acted as counsel for SAFECO Money Market Trust (the Trust) with respect
to the filing of a 24f-2 Notice in connection with its registration of an
indefinite number of shares of its beneficial interest under the Securities Act
of 1933 pursuant to Section 24(f) of the Investment Company Act of 1940 and
Rule 24f-2 thereunder. I have examined the Rule 24f-2 Notice dated May 10,
1995, and such other documents and records and questions of law as I have
considered necessary or appropriate for the purposes of this opinion and, on
the basis of such examination, it is my opinion that:
1. The Trust was duly established under the laws of the state of Delaware
by a Trust Instrument dated May 13, 1993, and is at the present time
validly existing as a business trust under the laws of the state of
Delaware.
2. The Trust is authorized to issue an unlimited number of shares of
beneficial interest with par value of .001 cent per share, of which
249,277,797 shares (consisting of 171,957,502 shares of the SAFECO
Money Market Fund and 77,320,295 shares of the SAFECO Tax-Free Money
Market Fund) have been issued and were outstanding and held by
shareholders of the Trust on March 31, 1995. My opinion with respect
to the number of shares issued and outstanding is based on a written
certificate from the transfer agent of the Trust, SAFECO Services
Corporation.
3. The issue and sale of 1,392,677,539 shares of the Trust, the
registration of which is made definite by the filing of the Rule 24f-2
Notice described above, has been duly authorized by all necessary
action on the part of the Trust and such shares when sold were
regularly issued, fully paid and non-assessable shares of the Trust.
I consent to the filing of this opinion along with the Rule 24f-2 Notice
described above.
Very truly yours,
Bibb L. Strench
Counsel
