<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Daily Tax-Exempt Money Fund
(Name of Registrant)
File No. 2-78458
</PAGE>
<PAGE>
FILE NO. 2-78458
Daily Tax-Exempt Money Fund
:
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 October 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
1,427,541,439 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
1,427,541,439 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
1,427,541,439
$
1,427,541,439
Redemptions See Note (2) :
(1,427,541,439)
$
(1,427,541,439)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended October 31, 1994
, aggregated
1,521,847,375
and $1,521,847,375
, 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 Tax-Exempt Money Fund
:
By John H. Costello
Assistant Treasurer
</PAGE>
December 19, 1994
Mr. John H. Costello, Assistant Treasurer
Daily Tax-Exempt Money Fund (the Fund)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Daily Tax-Exempt Money Fund is a Delaware business trust initially
created under the name Daily Tax-Exempt Money Fund II, under written
Trust Instrument dated June 20, 1991. The name was changed to Daily
Tax-Exempt Money Fund on December 30, 1991.
I am of the opinion that all legal requirements have been complied with in
the creation of the Fund and that said Fund is a duly authorized and validly
existing business trust under the laws of the state of Delaware. In this
regard I have relied heavily on the opinion of Delaware counsel, Morris,
Nichols, Arsht and Tunnell, contained in a letter dated December 19, 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 Fund 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, is unlimited, and each Share shall be without par
value and shall be fully paid and non assessable.
Under Article II, Section 2.07, the Trustees are empowered to accept
investments in the Fund in cash or securities from such persons and on such
terms as they may from time to time authorize. Such investments in the
Fund 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 Fund in
such a manner and at such time as determined by the Trustees, or issue
fractional shares.
Under Article II, Section 2.08, the Fund 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 Fund 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.
By a vote adopted on June 12, 1991, the Board of Trustees authorized the
issue and sale of an unlimited number of shares of beneficial interest of the
Fund in accordance with the terms included in the then current Registration
Statement and subject to the limitations of the Declaration of Trust and any
amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the Fund 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 Fund intends
to file with the Securities and Exchange Commission a Notice making
definite the registration of 1,427,541,439 shares of the Fund ( the "Shares")
sold in reliance upon Rule 24f-2 during the fiscal year ended October 31,
1994.
I am of the opinion that all necessary Fund action precedent to the issue of
the Shares has been duly taken, and that all the Shares were legally and
validly issued, and are fully paid and non assessable except as described in
the Fund's Statement of Additional Information under the heading
"Shareholder and Trustee Liability." In rendering this opinion, I rely on the
representation by the Fund that it or its agent received consideration for the
shares in accordance with the Fund's Declaration of 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.
Sincerely,
/s/ Arthur S. Loring
Arthur S. Loring, Esq.
Vice President - Legal
December 20, 1994
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re:Daily Tax-Exempt Money Fund
Dear Mr. Loring:
We have acted as special Delaware counsel to Daily Tax-Exempt Money Fund,
a Delaware business trust (formerly named Daily Tax-Exempt Money Fund II)
(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 dated January 29,
1992 as filed in the Recording Office on January 30, 1992; 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. 17 to the Trust's
Registration Statement on Form N-1A as filed with the Securities and Exchange
Commission on December 27, 1991; 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
