<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Hereford Street Trust
(Name of Registrant)
File No. 33-52577
</PAGE>
<PAGE>
FILE NO. 33-52577
Fidelity Hereford Street Trust
: Spartan U.S. Government 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 April 30, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
1,107,789,988 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
139,688,680 shares
(iv) Number of Securities Sold During Fiscal Year
710,652,493 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
710,652,493 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
710,652,493
$
710,652,493
Redemptions See Note (2) :
(710,652,493)
$
(710,652,493)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended April 30, 1995
, aggregated
817,177,824
and $817,177,824
, 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
Fidelity Hereford Street Trust
:
Spartan U.S. Government Money Market Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 33-52577
Fidelity Hereford Street Trust
: Spartan 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 April 30, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
3,091,746,054 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
11,531,847,122 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
10,693,390,006 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
10,693,390,006
$
10,693,390,006
Redemptions:
(10,693,390,006)
$
(10,693,390,006)
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
Fidelity Hereford Street Trust
:
Spartan Money Market Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 33-52577
Fidelity Hereford Street Trust
: 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 April 30, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
1,121,977,897 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
237,911,638 shares
(iv) Number of Securities Sold During Fiscal Year
1,417,464,669 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
1,352,266,608 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
1,352,266,608
$
1,352,266,608
Redemptions:
(1,352,266,608)
$
(1,352,266,608)
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
Fidelity Hereford Street Trust
:
Spartan U.S. Treasury Money Market Fund
By John H. Costello
Assistant Treasurer
</PAGE>
*FMR Corp.
82 Devonshire Street
Boston, MA 02109-3614
(617) 563-7000
June 19, 1995
Mr. John Costello, Assistant Treasurer
Fidelity Hereford Street Trust (the Trust):
Spartan Money Market Fund
Spartan U.S. Government Money Market Fund
Spartan U.S. Treasury Money Market Fund (the Funds)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Hereford Street Trust is a Delaware business trust initially
created under a written Trust Instrument dated November 18, 1993.
The trust acquired all of the assets of Spartan Money Market Fund and
Spartan U.S. Government Money Market Fund from Fidelity Summer
Street Trust, a Massachusetts business trust, on June 17, 1994. The
trust acquired all of the assets of Spartan U.S. Treasury Money Market
Fund from Spartan U.S. Treasury Money Market Fund, a
Massachusetts business trust, on June 16, 1995. The Trust Instrument
permits the Trustees to create additional funds.
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 June 19,
1995 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 hereunder is
unlimited. Each Share shall have no par value. All Shares issued
hereunder, including without limitation, Shares issued in connection
with a dividend in Shares or a split or reverse split of Shares, shall be
fully paid and nonassessable.
Under Article II, Section 2.06, 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 or any classes of initial or additional Series and to fix such
preferences, voting powers, rights and privileges of such Series or
classes thereof 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 or classes of 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 from such persons and on such
terms as they may from time to time authorize. Investments in a Series
shall be credited to each Shareholders' 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) fix the Net Asset Value per share of the initial
capital contribution, (b) impose a sales charge upon investments in the
Trust in such manner and at such time as determined by the Trustees or
(c) 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 this Trust 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 August 1, 1994 through April 30, 1995,
Spartan U.S. Treasury Money Market Fund's shares subject to the Rule
24f-2 Notice were issued by the Fund as a portfolio of a Massachusetts
business trust (the Massachusetts 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..
Under Article III, Section 1, of the Declaration of Trust, the beneficial
interest in the Massachusetts 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 Massachusetts 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 Massachusetts 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 Massachusetts Trust.
Subsequent investments in the Massachusetts 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 Massachusetts Trust and
(b) issue fractional Shares.
By a vote adopted on July 7, 1981, as amended February 22, 1985, 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 Massachusetts Trust in accordance with the
terms included in the Funds' Prospectus and Statement of Additional
Information 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 Funds' then applicable Statement of
Additional Information under the heading "Declaration of Trust" and
subject to the possibility that a court might not apply such law as
described in the Funds' Statement of Additional Information dated June
16, 1995 under the heading "Shareholder and Trustee Liability." 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, 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 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 12,756,309,107 shares of the
Trust (the "Shares") sold in reliance upon Rule 24f-2 during the fiscal
year ended April 30, 1995.
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
LG951660018
June 19, 1995
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re:Fidelity Hereford Street Trust
Dear Mr. Loring:
We have acted as special Delaware counsel to Fidelity Hereford Street
Trust, 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 November 18,
1993 (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 filed in the Office of the Secretary of State of the State of Delaware
(the "Recording Office") on December 8, 1993 (the "Certificate"); the
Governing Instrument; the Bylaws of the Trust; minutes of a meeting of the
Board of Trustees of the Trust, dated November 18, 1994; a Certificate of
Secretary of the Trust, certifying as to the acceptance by certain persons of
their positions as trustees of the Trust; the Trust's Notification of
Registration Filed Pursuant to Section 8(a) of the Investment Company
Act of 1940 on Form N-8A as filed with the Commission on January 27,
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 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
June 19, 1995
Page 7
