<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Spartan U.S. Treasury Money Market Fund
(Name of Registrant)
File No. 33-17704
</PAGE>
<PAGE>
FILE NO. 33-17704
Spartan U.S. Treasury Money Market 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 July 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
337,942,470 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
784,035,427 shares
(iv) Number of Securities Sold During Fiscal Year
1,347,223,992 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
1,347,223,992 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
1,347,223,992
$
1,347,223,992
Redemptions See Note (2) :
(1,347,223,992)
$
(1,347,223,992)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended July 31, 1994
, aggregated
1,584,845,630
and $1,584,845,630
, 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
Spartan U.S. Treasury Money Market Fund
:
By John H. Costello
Assistant Treasurer
</PAGE>
Fidelity (logo) Investments
FMR Corp.
82 Devonshire Street
Boston, MA 02109-3614
617-570-7000
September 20, 1994
Mr. John Costello, Assistant Treasurer
Spartan U.S. Treasury Money Market Fund
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Spartan U.S. Treasury Money Market Fund (the Fund)
is a Massachusetts business trust created under a
written Declaration of Trust dated September 9,
1989, and executed and delivered in Boston,
Massachusetts on September 12, 1989. The Fund was
originally organized as a Delaware limited
partnership named Fidelity U.S. Treasury Money
Market Fund, L.P. (the Partnership) under a
Certificate of Limited Partnership and a written
Partnership Agreement dated October 13, 1987 and
executed and delivered in Dover, Delaware. The
Fund was converted from a limited partnership to a
Massachusetts business trust on December 31, 1989.
In conjunction with this conversion, the
Declaration of Trust dated September 9, 1989
changed the name of the Fund from Fidelity U.S.
Treasury Money Market Fund, L.P. to Fidelity U.S.
Treasury Money Market Trust. A Supplement to the
Declaration of Trust changing the Fund's name to
Fidelity U.S. Treasury Money Market Fund was
executed and delivered in Boston, Massachusetts on
October 26, 1989. An additional Supplement to the
Declaration of Trust changing the Fund's name to
Spartan U.S. Treasury Money Market Fund was
executed and delivered in Boston, Massachusetts on
August 21, 1990.
I have conducted such legal and factual inquiry as
I have deemed necessary for the purpose of
rendering this opinion.
Under Article III, Section 1, of the Declaration
of Trust, the beneficial interest in the Trust
shall be divided into such transferable Shares of
one or more separate and distinct Series or
classes as the Trustees shall from time to time
create and establish. The number of Shares is
unlimited and each Share shall be 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 Shareholders,
or of any Series or class of shareholders of the
Trust to create and establish (and to change in
any manner) Shares or any classes thereof with
such preferences, voting powers, rights and
privileges as the Trustees may from time to time
determine, to divide or combine the Shares or any
Series or classes thereof into a greater or lesser
number, to classify or reclassify any issued
Shares or any Series or classes thereof into one
or more Series or classes of Shares, to abolish
any one or more Series or classes 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 representing 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 October 1, 1987, the Managing
General Partners authorized the issue and sale,
from time to time, of an unlimited number of
shares of beneficial interest of the Partnership
in accordance with the terms included in the
Registration Statement and subject to the
limitations of the Partnership Agreement and any
amendments thereto.
By a vote adopted on July 21, 1989, the Managing
General Partners authorized the reorganization of
the Fund to a Massachusetts business trust and
thereby reconfirmed the authorization to issue and
sell, from time to time, an unlimited number of
shares of beneficial interest of the Fund in
accordance with the terms included in the Fund's
current Registration Statement and subject to the
limitations of the Declaration of Trust and any
amendments thereto. In Post-Effective Amendment
No. 5, filed with the SEC on December 28, 1989,
pursuant to the authorization of the Board of
Trustees, the Fund adopted the Partnership's
Registration Statement and succeeded to the number
or amount of securities redeemed or repurchased by
the Partnership in accordance with Rules 24e-2 and
24f-2 under the Investment Company Act of 1940.
I understand from you that, pursuant to Rule 24f-2
under the Investment Company Act of 1940, the Fund
has registered an indefinite number 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
1,347,223,992 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 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 full paid and
nonassessable 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 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
Vice President - Legal
Mr. John Costello
September 20, 1994
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