<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>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Fidelity Hereford Street Trust
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Spartan U.S. Government Money Market Fund
3.
Investment Company Act File Number: 811-7139
Securities Act File Number: 33-52577
4.
Last day of fiscal year for which this notice is filed: April 30, 1996
5.
Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6.
Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
Number of Shares: 1,247,478,668
Aggregate Price: 1,247,478,668
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 106,815,331
Aggregate Price: 106,815,331
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 848,034,139
Aggregate Price: 848,034,139
<PAGE>
10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 793,716,471
Aggregate Price: 793,716,471
11.
Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
12.
Calculation of registration fee:
(i)
Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): 793,716,471
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (793,716,471)
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v)
Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 0
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/2900
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 0
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See Instruction
C.3.
13.
Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
June 19, 1996
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date June 27, 1996
* Please print the name and title of the signing officer below the
signature.
</PAGE>
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Fidelity Hereford Street Trust
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Spartan Money Market Fund
3.
Investment Company Act File Number: 811-7139
Securities Act File Number: 33-52577
4.
Last day of fiscal year for which this notice is filed: April 30, 1996
5.
Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6.
Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
Number of Shares: 2,253,288,938
Aggregate Price: 2,253,288,938
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 12,513,855,133
Aggregate Price: 12,513,855,133
<PAGE>
10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 11,698,499,677
Aggregate Price: 11,698,499,677
11.
Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
12.
Calculation of registration fee:
(i)
Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): 11,698,499,677
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (11,698,499,677)
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v)
Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 0
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/2900
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 0
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See Instruction
C.3.
13.
Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
June 19, 1996
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date June 27, 1996
* Please print the name and title of the signing officer below the
signature.
</PAGE>
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Fidelity Hereford Street Trust
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Spartan U.S. Treasury Money Market Fund
3.
Investment Company Act File Number: 811-7139
Securities Act File Number: 33-52577
4.
Last day of fiscal year for which this notice is filed: April 30, 1996
5.
Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6.
Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
Number of Shares: 1,294,691,474
Aggregate Price: 1,294,691,474
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 1,993,371,106
Aggregate Price: 1,993,371,106
<PAGE>
10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 1,876,255,798
Aggregate Price: 1,876,255,798
11.
Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
12.
Calculation of registration fee:
(i)
Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): 1,876,255,798
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (1,876,255,798)
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v)
Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 0
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/2900
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 0
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See Instruction
C.3.
13.
Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
June 19, 1996
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date June 27, 1996
* Please print the name and title of the signing officer below the
signature.
</PAGE>
June 19, 1996
Mr. John Costello, Assistant Treasurer
Fidelity Hereford Street Trust (the trust):
Spartan U.S. Treasury Money Market Fund
Spartan U.S. Government Money Market Fund
Spartan Money Market Fund (the funds)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Hereford Street Trust is a Delaware business trust created
under a written Trust Instrument dated November 18, 1993.
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 14,368,471,946 shares of the trust (the "Shares")
sold in reliance upon Rule 24f-2 during the fiscal year ended April
30, 1996.
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 17, 1996 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 2.06, 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 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. The establishment and designation of any Series
shall be effective upon the adoption of a resolution by a majority of
the Trustees setting forth such establishment and designation and
the relative rights and preferences of the Shares of such Series. A
Series may issue any number of Shares and need not issue shares.
At any time that there are no Shares outstanding of any particular
Series previously established and designated, the Trustees may by a
majority vote abolish that Series and the establishment and
designation thereof.
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.
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 May 1, 1995 through June 16, 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 under the name Spartan U.S.
Treasury Money Market Fund dated September 9, 1989, 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 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 fund's 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
"Description of the 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 19, 1996 under the heading
"Description of the Trust." 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
Vice President-Legal
June 17, 1996
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 "Certifi-
cate"); 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, certifi-
cates 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 consi-
deration, 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 organized under the
general corporation law of the State of Delaware; 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
