-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O/+Vtq/md3V1I6zZJE57EYvA0Cpw399NZtWaX33r6oX2KZajxxI3lSwSMHJez9eW rammJ37/FLh85R/cqabI2g== 0001364924-08-000009.txt : 20080228 0001364924-08-000009.hdr.sgml : 20080228 20080228171843 ACCESSION NUMBER: 0001364924-08-000009 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080228 DATE AS OF CHANGE: 20080228 EFFECTIVENESS DATE: 20080228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY MUNICIPAL TRUST CENTRAL INDEX KEY: 0000035373 IRS NUMBER: 042599280 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-02628 FILM NUMBER: 08651789 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAILZONE ZZ2 CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6174391706 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAILZONE ZH-1 CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: MUNICIPAL BOND FUND/MA/ DATE OF NAME CHANGE: 19860327 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY MUNICIPAL BOND FUND INC DATE OF NAME CHANGE: 19850503 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY MUNICIPAL BOND FUND LTD DATE OF NAME CHANGE: 19770201 0000035373 S000007128 Fidelity Short-Intermediate Municipal Income Fund C000019497 Fidelity Short-Intermediate Municipal Income Fund FSTFX C000019498 Fidelity Advisor Short-Intermediate Municipal Income Fund: Class A FASHX C000019499 Fidelity Advisor Short-Intermediate Municipal Income Fund: Class B FBSHX C000019500 Fidelity Advisor Short-Intermediate Municipal Income Fund: Class C FCSHX C000019501 Fidelity Advisor Short-Intermediate Municipal Income Fund: Class T FTSHX C000019502 Fidelity Advisor Short-Intermediate Municipal Income Fund: Institutional Class FISHX 0000035373 S000007129 Fidelity Michigan Municipal Income Fund C000019503 Fidelity Michigan Municipal Income Fund FMHTX 0000035373 S000007130 Fidelity Minnesota Municipal Income Fund C000019504 Fidelity Minnesota Municipal Income Fund FIMIX 0000035373 S000007131 Fidelity Municipal Income Fund C000019505 Fidelity Municipal Income Fund FHIGX 0000035373 S000007132 Fidelity Ohio Municipal Income Fund C000019506 Fidelity Ohio Municipal Income Fund FOHFX 0000035373 S000007133 Fidelity Pennsylvania Municipal Income Fund C000019507 Fidelity Pennsylvania Municipal Income Fund FPXTX NSAR-B 1 answer02628.fil ANSWER FILE PAGE 1 000 B000000 12/31/2007 000 C000000 0000035373 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 FIDELITY MUNICIPAL TRUST 001 B000000 811-02628 001 C000000 6037917481 002 A000000 82 DEVONSHIRE STREET 002 B000000 BOSTON 002 C000000 MA 002 D010000 02109 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 6 007 C010400 4 007 C020400 Fidelity Michigan Municipal Income Fund 007 C030400 N 007 C010500 5 007 C020500 Fidelity Minnesota Municipal Income Fund 007 C030500 N 007 C010600 6 007 C020600 Fidelity Ohio Municipal Income Fund 007 C030600 N 007 C010900 9 007 C020900 Fidelity Pennsylvania Municipal Income Fund 007 C030900 N 007 C011000 10 007 C021000 Fidelity Municipal Income Fund 007 C031000 N 007 C011100 11 007 C021100 Fidelity Short-Intermediate Municipal Income 007 C031100 N 008 A00AA01 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B00AA01 A 008 C00AA01 801-7884 008 D01AA01 BOSTON 008 D02AA01 MA 008 D03AA01 02109 008 A00AA02 FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. 008 B00AA02 S 008 C00AA02 801-34590 008 D01AA02 MERRIMACK 008 D02AA02 NH PAGE 2 008 D03AA02 03054 008 A00AA03 FIDELITY INTL INVESTMENT ADVISORS, INC (FIIA) 008 B00AA03 S 008 C00AA03 801-0000 008 D01AA03 PEMBROKE 008 D05AA03 BERMUDA 008 A00AA04 FIDELITY INTL INVESTMENT ADVISORS (U.K.) LTD. 008 B00AA04 S 008 C00AA04 801-00 008 D01AA04 LONDON 008 D05AA04 ENGLAND 008 A00AA05 FIDELITY RESEARCH & ANALYSIS COMPANY (FRAC) 008 B00AA05 S 008 C00AA05 801-28774 008 D01AA05 BOSTON 008 D02AA05 MA 008 D03AA05 02109 011 A00AA01 FIDELITY DISTRIBUTORS CORPORATION 011 B00AA01 8-8775 011 C01AA01 BOSTON 011 C02AA01 MA 011 C03AA01 02109 012 A000401 CITIBANK, N.A. 012 B000401 84-00000 012 C010401 NEW YORK 012 C020401 NY 012 C030401 10022 012 A000402 FIDELITY SERVICE COMPANY, INC. 012 B000402 84-5679 012 C010402 BOSTON 012 C020402 MA 012 C030402 02109 012 A000501 CITIBANK, N.A. 012 B000501 84-00000 012 C010501 NEW YORK 012 C020501 NY 012 C030501 10022 012 A000502 FIDELITY SERVICE COMPANY, INC. 012 B000502 84-5679 012 C010502 BOSTON 012 C020502 MA 012 C030502 02109 012 A000503 FIDELITY INVESTMENTS INSTIT. OPERATIONS CO. 012 B000503 84-1839 012 C010503 BOSTON 012 C020503 MA 012 C030503 02109 012 A000601 CITIBANK, N.A. 012 B000601 84-00000 012 C010601 NEW YORK 012 C020601 NY PAGE 3 012 C030601 10022 012 A000602 FIDELITY SERVICE COMPANY, INC. 012 B000602 84-5679 012 C010602 BOSTON 012 C020602 MA 012 C030602 02109 012 A000901 CITIBANK, N.A. 012 B000901 84-00000 012 C010901 NEW YORK 012 C020901 NY 012 C030901 10022 012 A000902 FIDELITY SERVICE COMPANY, INC. 012 B000902 84-5679 012 C010902 BOSTON 012 C020902 MA 012 C030902 02109 012 A001001 CITIBANK, N.A. 012 B001001 84-00000 012 C011001 NEW YORK 012 C021001 NY 012 C031001 10022 012 A001002 FIDELITY SERVICE COMPANY, INC. 012 B001002 84-5679 012 C011002 BOSTON 012 C021002 MA 012 C031002 02109 012 A001003 FIDELITY INVESTMENTS INSTIT. OPERATIONS CO. 012 B001003 84-1839 012 C011003 BOSTON 012 C021003 MA 012 C031003 02109 012 A001101 CITIBANK, N.A. 012 B001101 84-00000 012 C011101 NEW YORK 012 C021101 NY 012 C031101 10022 012 A001102 FIDELITY INVESTMENTS INSTIT. OPERATIONS CO. 012 B001102 84-1839 012 C011102 BOSTON 012 C021102 MA 012 C031102 02109 012 A001103 FIDELITY SERVICE COMPANY, INC. 012 B001103 84-5679 012 C011103 BOSTON 012 C021103 MA 012 C031103 02109 013 A00AA01 PRICEWATERHOUSECOOPERS LLP 013 B01AA01 BOSTON 013 B02AA01 MA 013 B03AA01 02110 014 A00AA01 FIDELITY BROKERAGE SERVICES LLC PAGE 4 014 B00AA01 8-23292 014 A00AA02 FIDELITY DISTRIBUTORS CORPORATION 014 B00AA02 8-8775 014 A00AA03 NATIONAL FINANCIAL SERVICES LLC 014 B00AA03 8-26740 014 A00AA04 FIDELITY INVESTMENTS CANADA LTD. 014 B00AA04 8-0000 014 A00AA05 FIDELITY BROKERAGE SERVICES JAPAN LLC 014 B00AA05 8-00000 015 A00AA01 CITIBANK, N.A. 015 B00AA01 C 015 C01AA01 NEW YORK 015 C02AA01 NY 015 C03AA01 10013 015 E01AA01 X 015 A00AA02 CITIBANK, N.A. 015 B00AA02 S 015 C01AA02 NEW YORK 015 C02AA02 NY 015 C03AA02 10013 015 E01AA02 X 015 A00AA03 CITIBANK, N.A. 015 B00AA03 S 015 C01AA03 BUENOS AIRES 015 D01AA03 ARGENTINA 015 E04AA03 X 015 A00AA04 CITIBANK PTY. LIMITED 015 B00AA04 S 015 C01AA04 MELBOURNE 015 D01AA04 AUSTRALIA 015 E04AA04 X 015 A00AA05 CITIBANK, N.A. 015 B00AA05 S 015 C01AA05 MILAN 015 D01AA05 AUSTRIA 015 E04AA05 X 015 A00AA06 STANDARD CHARTERED BANK 015 B00AA06 S 015 C01AA06 DHAKA 015 D01AA06 BANGLADESH 015 E04AA06 X 015 A00AA07 CITIBANK N.A. 015 B00AA07 S 015 C01AA07 WORLI 015 D01AA07 INDIA 015 E04AA07 X 015 A00AA08 HSBC BANK OF BERMUDA 015 B00AA08 S 015 C01AA08 HAMILTON 015 D01AA08 BERMUDA 015 E04AA08 X PAGE 5 015 A00AA09 BARCLAYS BANK OF BOTSWANA LTD. 015 B00AA09 S 015 C01AA09 GABORONE 015 D01AA09 BOTSWANA 015 E04AA09 X 015 A00AA10 CITIBANK, N.A. 015 B00AA10 S 015 C01AA10 SAO PAULO 015 D01AA10 BRAZIL 015 E04AA10 X 015 A00AA11 CITIBANK CANADA 015 B00AA11 S 015 C01AA11 TORONTO 015 D01AA11 CANADA 015 E04AA11 X 015 A00AA12 CITIBANK, N.A. 015 B00AA12 S 015 C01AA12 SANTIAGO 015 D01AA12 CHILE 015 E04AA12 X 015 A00AA13 CITIBANK KOREA, INC. 015 B00AA13 S 015 C01AA13 SEOUL 015 D01AA13 KOREA 015 E04AA13 X 015 A00AA14 CITITRUST COLOMBIA S.A. SOCIEDAD FIDUCIARIA 015 B00AA14 S 015 C01AA14 BOGOTA 015 D01AA14 COLOMBIA 015 E04AA14 X 015 A00AA15 PRIVREDNA BANKA ZAGREB DD. 015 B00AA15 S 015 C01AA15 ZAGREB 015 D01AA15 CROATIA 015 E04AA15 X 015 A00AA16 CITIBANK A.S. 015 B00AA16 S 015 C01AA16 PRAGUE 015 D01AA16 CZECH REPUBLIC 015 E04AA16 X 015 A00AA17 NORDEA BANK DANMARK A/S 015 B00AA17 S 015 C01AA17 TAASTRUP 015 D01AA17 DENMARK 015 E04AA17 X 015 A00AA18 A/S HANSABANK (LATVIA) 015 B00AA18 S 015 C01AA18 TALLINN 015 D01AA18 LATVIA 015 E04AA18 X 015 A00AA19 NORDEA BANK FINLAND PLC. PAGE 6 015 B00AA19 S 015 C01AA19 HELSINKI 015 D01AA19 FINLAND 015 E04AA19 X 015 A00AA20 CITIBANK INTERNATIONAL PLC 015 B00AA20 S 015 C01AA20 PARIS 015 D01AA20 FRANCE 015 E04AA20 X 015 A00AA21 CITIGROUP GLOBAL MARKETS DEUTSCHlAND AG 015 B00AA21 S 015 C01AA21 FRANKFURT 015 D01AA21 GERMANY 015 E04AA21 X 015 A00AA22 CITIBANK INTERNATIONAL PLC 015 B00AA22 S 015 C01AA22 ATHENS 015 D01AA22 GREECE 015 E04AA22 X 015 A00AA23 CITIBANK, N.A. 015 B00AA23 S 015 C01AA23 HONG KONG 015 D01AA23 HONG KONG 015 E04AA23 X 015 A00AA24 CITIBANK ZRT. 015 B00AA24 S 015 C01AA24 BUDAPEST 015 D01AA24 HUNGARY 015 E04AA24 X 015 A00AA25 CITIBANK, N.A. 015 B00AA25 S 015 C01AA25 JAKARTA 015 D01AA25 INDONESIA 015 E04AA25 X 015 A00AA26 FORTIS BANK 015 B00AA26 S 015 C01AA26 BRUSSELS 015 D01AA26 BELGIUM 015 E04AA26 X 015 A00AA27 CITIBANK, N.A. (LONDON) 015 B00AA27 S 015 C01AA27 DUBLIN 015 D01AA27 IRELAND 015 E04AA27 X 015 A00AA28 CITIBANK, N.A. 015 B00AA28 S 015 C01AA28 TEL-AVIV 015 D01AA28 ISRAEL 015 E04AA28 X 015 A00AA29 CITIBANK, N.A. 015 B00AA29 S PAGE 7 015 C01AA29 MILAN 015 D01AA29 ITALY 015 E04AA29 X 015 A00AA30 CITIBANK, N.A. 015 B00AA30 S 015 C01AA30 TOKYO 015 D01AA30 JAPAN 015 E04AA30 X 015 A00AA31 HSBC BANK MIDDLE EAST 015 B00AA31 S 015 C01AA31 AMMAN 015 D01AA31 JORDAN 015 E04AA31 X 015 A00AA32 HANSABANK 015 B00AA32 S 015 C01AA32 TALLINN 015 D01AA32 ESTONIA 015 E04AA32 X 015 A00AA33 AB BANKAS HANSA - LTB 015 B00AA33 S 015 C01AA33 TALLINN 015 D01AA33 LITHUANIA 015 E04AA33 X 015 A00AA34 CITIBANK BERHAD 015 B00AA34 S 015 C01AA34 KUALA LUMPUR 015 D01AA34 MALAYSIA 015 E04AA34 X 015 A00AA35 HSBC MAURITIUS 015 B00AA35 S 015 C01AA35 PORT LOUIS 015 D01AA35 MAURITIUS 015 E04AA35 X 015 A00AA36 BANCO NACIONAL DE MEXICO S.A. 015 B00AA36 S 015 C01AA36 COLONIA SANTA FE 015 D01AA36 MEXICO 015 E04AA36 X 015 A00AA37 ATTIJARIWAFA BANK 015 B00AA37 S 015 C01AA37 CASABLANCA 015 D01AA37 MOROCCO 015 E04AA37 X 015 A00AA38 CITIBANK INTERNATIONAL PLC 015 B00AA38 S 015 C01AA38 BREDA 015 D01AA38 NETHERLANDS 015 E04AA38 X 015 A00AA39 CITIBANK NOMINEES (NEW ZEALAND) LIMITED 015 B00AA39 S 015 C01AA39 AUCKLAND PAGE 8 015 D01AA39 NEW ZEALAND 015 E04AA39 X 015 A00AA40 NORDEA BANK NORGE ASA 015 B00AA40 S 015 C01AA40 OSLO 015 D01AA40 NORWAY 015 E04AA40 X 015 A00AA41 CITIBANK, N.A. 015 B00AA41 S 015 C01AA41 KARACHI 015 D01AA41 PAKISTAN 015 E04AA41 X 015 A00AA42 CITIBANK DEL PERU S.A. 015 B00AA42 S 015 C01AA42 LIMA 015 D01AA42 PERU 015 E04AA42 X 015 A00AA43 CITIBANK, N.A. 015 B00AA43 S 015 C01AA43 MAKATI CITY 015 D01AA43 PHILIPPINES 015 E04AA43 X 015 A00AA44 BANK HANDLOWY W. WARSZAWIE S.A. 015 B00AA44 S 015 C01AA44 WARSAW 015 D01AA44 POLAND 015 E04AA44 X 015 A00AA45 CITIBANK INTERNATIONAL PLC 015 B00AA45 S 015 C01AA45 LISBOA 015 D01AA45 PORTUGAL 015 E04AA45 X 015 A00AA46 CITIBANK ROMANIA S.A. 015 B00AA46 S 015 C01AA46 BUCHAREST 015 D01AA46 ROMANIA 015 E04AA46 X 015 A00AA47 ZAO CITIBANK 015 B00AA47 S 015 C01AA47 MOSCOW 015 D01AA47 RUSSIA 015 E04AA47 X 015 A00AA48 CITIBANK, N.A. 015 B00AA48 S 015 C01AA48 SINGAPORE 015 D01AA48 SINGAPORE 015 E04AA48 X 015 A00AA49 CITIBANK, N.A. 015 B00AA49 S 015 C01AA49 HANOI 015 D01AA49 VIETNAM PAGE 9 015 E04AA49 X 015 A00AA50 BANK AUSTRIA CREDITANSTALT D.D. LJUBLJANA 015 B00AA50 S 015 C01AA50 LJUBLJANA 015 D01AA50 SLOVENIA 015 E04AA50 X 015 A00AA51 FIRST RAND BANK 015 B00AA51 S 015 C01AA51 JOHANNESBURG 015 D01AA51 SOUTH AFRICA 015 E04AA51 X 015 A00AA52 CITIBANK INTERNATIONAL PLC 015 B00AA52 S 015 C01AA52 MADRID 015 D01AA52 SPAIN 015 E04AA52 X 015 A00AA53 CITIBANK, N.A. 015 B00AA53 S 015 C01AA53 COLOMBO 015 D01AA53 SRI LANKA 015 E04AA53 X 015 A00AA54 CITIBANK INTERNATIONAL PLC 015 B00AA54 S 015 C01AA54 STOCKHOLM 015 D01AA54 SWEDEN 015 E04AA54 X 015 A00AA55 CITIBANK, N.A. (LONDON) 015 B00AA55 S 015 C01AA55 ZURICH 015 D01AA55 SWITZERLAND 015 E04AA55 X 015 A00AA56 CITIBANK, N.A. 015 B00AA56 S 015 C01AA56 TAIPEI 015 D01AA56 TAIWAN 015 E04AA56 X 015 A00AA57 CITIBANK, N.A. 015 B00AA57 S 015 C01AA57 BANGKOK 015 D01AA57 THAILAND 015 E04AA57 X 015 A00AA58 CITIBANK A.S. 015 B00AA58 S 015 C01AA58 ISTANBUL 015 D01AA58 TURKEY 015 E04AA58 X 015 A00AA59 CITIBANK, N.A. 015 B00AA59 S 015 C01AA59 CAIRO 015 D01AA59 EGYPT 015 E04AA59 X PAGE 10 015 A00AA60 CITIBANK, N.A. 015 B00AA60 S 015 C01AA60 LONDON 015 D01AA60 UNITED KINGDOM 015 E04AA60 X 015 A00AA61 CITIBANK, N.A. 015 B00AA61 S 015 C01AA61 GRANDECARACAS 015 D01AA61 VENEZUELA 015 E04AA61 X 015 A00AA62 BARCLAYS BANK OF ZIMBABWE LTD. 015 B00AA62 S 015 C01AA62 HARARE 015 D01AA62 ZIMBABWE 015 E04AA62 X 015 A00AA63 ING BANK N.V. 015 B00AA63 S 015 C01AA63 SOFIA 015 D01AA63 BULGARIA 015 E04AA63 X 015 A00AA64 ING BANK UKRAINE 015 B00AA64 S 015 C01AA64 KIEV 015 D01AA64 UKRAINE 015 E04AA64 X 015 A00AA65 HSBC BANK MIDDLE EAST 015 B00AA65 S 015 C01AA65 MANAMA 015 D01AA65 BAHRAIN 015 E04AA65 X 015 A00AA66 HSBC BANK MALTA PLC 015 B00AA66 S 015 C01AA66 VALLETTA 015 D01AA66 MALTA 015 E04AA66 X 015 A00AA67 HSBC BANK MIDDLE EAST LIMITED 015 B00AA67 S 015 C01AA67 BUR DUBAI 015 D01AA67 UNITED ARAB EMIRATES 015 E04AA67 X 015 A00AA68 HELLENIC BANK LTD. 015 B00AA68 S 015 C01AA68 NICOSIA 015 D01AA68 CYPRUS 015 E04AA68 X 015 A00AA69 ARION CUSTODY SERVICES (KAUPTHING BANK) 015 B00AA69 S 015 C01AA69 REYKJAVIK 015 D01AA69 ICELAND 015 E04AA69 X 015 A00AA70 HSBC BANK KAZAKHSTAN PAGE 11 015 B00AA70 S 015 C01AA70 ALMATY 015 D01AA70 KAZAKHSTAN 015 E04AA70 X 015 A00AA71 EUROCLEAR BANK 015 B00AA71 S 015 C01AA71 BRUSSELS 015 D01AA71 BELGIUM 015 E04AA71 X 015 A00AA72 CLEARSTREAM 015 B00AA72 S 015 C01AA72 LUXEMBOURG 015 D01AA72 LUXEMBOURG 015 E04AA72 X 015 A00AA73 HSBC BANK MIDDLE EAST LIMITED 015 B00AA73 S 015 C01AA73 SAFAT 015 D01AA73 KUWAIT 015 E04AA73 X 015 A00AA74 HSBC BANK MIDDLE EAST, BEIRUT BRANCH 015 B00AA74 S 015 C01AA74 BEIRUT 015 D01AA74 LEBANON 015 E04AA74 X 015 A00AA75 HSBC BANK MIDDLE EAST LIMITED 015 B00AA75 S 015 C01AA75 RUWI 015 D01AA75 OMAN 015 E04AA75 X 015 A00AA76 HSBC BANK MIDDLE EAST LIMITED 015 B00AA76 S 015 C01AA76 RAMALLAH 015 D01AA76 PALESTINE 015 E04AA76 X 015 A00AA77 HSBC BANK MIDDLE EAST LIMITED 015 B00AA77 S 015 C01AA77 DOHA 015 D01AA77 QATAR 015 E04AA77 X 015 A00AA78 THE SAUDI BRITISH BANK LTD. (SABB) 015 B00AA78 S 015 C01AA78 RIYADH 015 D01AA78 SAUDI ARABIA 015 E04AA78 X 015 A00AA79 BANQUE INTERNATIONALE ARABE DE TUNISIE (BIAT) 015 B00AA79 S 015 C01AA79 TUNIS 015 D01AA79 TUNISIA 015 E04AA79 X 015 A00AA80 CITIBANK (SLOVAKIA) A.S. 015 B00AA80 S PAGE 12 015 C01AA80 BRATISLAVA 015 D01AA80 SLOVAKIA 015 E04AA80 X 015 A00AA81 BARCLAYS BANK OF GHANA LTD. 015 B00AA81 S 015 C01AA81 ACCRA 015 D01AA81 GHANA 015 E04AA81 X 015 A00AA82 BARCLAYS BANK OF KENYA LTD. 015 B00AA82 S 015 C01AA82 NAIROBI 015 D01AA82 KENYA 015 E04AA82 X 015 A00AA83 STANBIC BANK NIGERIA LTD. 015 B00AA83 S 015 C01AA83 LAGOS 015 D01AA83 NIGERIA 015 E04AA83 X 015 A00AA84 BANK AUSTRIA CREDITANSTALT 015 B00AA84 S 015 C01AA84 VIENNA 015 D01AA84 BOSNIA 015 E04AA84 X 015 A00AA85 BANK AUSTRIA CREDITANSTALT 015 B00AA85 S 015 C01AA85 VIENNA 015 D01AA85 SERBIA 015 E04AA85 X 015 A00AA86 CITIBANK, N.A. 015 B00AA86 S 015 C01AA86 SHANGHAI 015 D01AA86 CHINA 015 E04AA86 X 015 A00AA87 BANCO BCT S.A. 015 B00AA87 S 015 C01AA87 SAN JOSE 015 D01AA87 COSTA RICA 015 E04AA87 X 018 00AA00 Y 019 A00AA00 Y 019 B00AA00 389 019 C00AA00 FIDELITYZZ 020 A000001 LEHMAN BROTHERS, INC. 020 B000001 13-2933198 020 C000001 3 021 000000 3 022 A000001 CITIGROUP, INC. 022 B000001 04-3531811 022 C000001 268187 022 D000001 181745 022 A000002 JPMORGAN CHASE & CO. PAGE 13 022 B000002 13-3224016 022 C000002 318241 022 D000002 113144 022 A000003 MERRILL LYNCH & CO., INC. 022 B000003 13-2740599 022 C000003 305148 022 D000003 119597 022 A000004 GOLDMAN SACHS GROUP, INC. 022 B000004 13-5108880 022 C000004 153347 022 D000004 108727 022 A000005 UBS AG 022 B000005 13-3873456 022 C000005 192487 022 D000005 69158 022 A000006 LEHMAN BROTHERS HOLDINGS, INC. 022 B000006 13-2933198 022 C000006 144200 022 D000006 66327 022 A000007 BANK OF AMERICA CORP. 022 B000007 04-3410012 022 C000007 90195 022 D000007 104453 022 A000008 BROADPOINT SECURITIES GROUP, INC. 022 B000008 52-1792119 022 C000008 66467 022 D000008 100087 022 A000009 BEAR STEARNS & CO., INC. 022 B000009 13-3299429 022 C000009 113457 022 D000009 46264 022 A000010 REGIONS FINANCIAL CORP. 022 B000010 63-6129301 022 C000010 87455 022 D000010 66461 023 C000000 2187169 023 D000000 1818318 024 000400 N 024 000500 N 024 000600 N 024 000900 N 024 001000 N 024 001100 N 026 A000000 N 026 B000000 N 026 C000000 N 026 D000000 Y 026 E000000 Y 026 F000000 N 026 G010000 N 026 G020000 N PAGE 14 026 H000000 N 027 000000 Y 028 A010400 7938 028 A020400 1203 028 A030400 0 028 A040400 10011 028 B010400 8319 028 B020400 1209 028 B030400 0 028 B040400 9183 028 C010400 8526 028 C020400 1151 028 C030400 0 028 C040400 5959 028 D010400 11009 028 D020400 1189 028 D030400 0 028 D040400 8217 028 E010400 6658 028 E020400 1164 028 E030400 0 028 E040400 6474 028 F010400 8263 028 F020400 1876 028 F030400 0 028 F040400 5830 028 G010400 50713 028 G020400 7792 028 G030400 0 028 G040400 45674 028 H000400 0 028 A010500 3969 028 A020500 834 028 A030500 0 028 A040500 5148 028 B010500 3463 028 B020500 825 028 B030500 0 028 B040500 5322 028 C010500 2958 028 C020500 801 028 C030500 0 028 C040500 3292 028 D010500 6191 028 D020500 815 028 D030500 0 028 D040500 3992 028 E010500 4312 028 E020500 791 028 E030500 0 028 E040500 4374 PAGE 15 028 F010500 5785 028 F020500 1983 028 F030500 0 028 F040500 5542 028 G010500 26678 028 G020500 6049 028 G030500 0 028 G040500 27670 028 H000500 0 028 A010600 4321 028 A020600 990 028 A030600 0 028 A040600 8449 028 B010600 7049 028 B020600 978 028 B030600 0 028 B040600 5866 028 C010600 3129 028 C020600 943 028 C030600 0 028 C040600 2300 028 D010600 3322 028 D020600 970 028 D030600 0 028 D040600 5471 028 E010600 5733 028 E020600 931 028 E030600 0 028 E040600 6963 028 F010600 8539 028 F020600 1639 028 F030600 0 028 F040600 7979 028 G010600 32093 028 G020600 6451 028 G030600 0 028 G040600 37028 028 H000600 0 028 A010900 8835 028 A020900 679 028 A030900 0 028 A040900 6286 028 B010900 6764 028 B020900 670 028 B030900 0 028 B040900 5004 028 C010900 4742 028 C020900 651 028 C030900 0 028 C040900 3764 028 D010900 6282 PAGE 16 028 D020900 672 028 D030900 0 028 D040900 3385 028 E010900 3324 028 E020900 658 028 E030900 0 028 E040900 3182 028 F010900 5179 028 F020900 1206 028 F030900 0 028 F040900 5971 028 G010900 35126 028 G020900 4536 028 G030900 0 028 G040900 27592 028 H000900 0 028 A011000 76021 028 A021000 10692 028 A031000 0 028 A041000 107864 028 B011000 114474 028 B021000 10682 028 B031000 0 028 B041000 117821 028 C011000 71316 028 C021000 10320 028 C031000 0 028 C041000 58893 028 D011000 124371 028 D021000 10927 028 D031000 0 028 D041000 65554 028 E011000 62993 028 E021000 11110 028 E031000 0 028 E041000 66116 028 F011000 0 028 F021000 26888 028 F031000 0 028 F041000 89562 028 G011000 449175 028 G021000 80619 028 G031000 0 028 G041000 505810 028 H001000 0 028 A011100 32049 028 A021100 2792 028 A031100 0 028 A041100 27022 028 B011100 52990 028 B021100 2771 PAGE 17 028 B031100 0 028 B041100 26586 028 C011100 36314 028 C021100 2673 028 C031100 0 028 C041100 22094 028 D011100 28721 028 D021100 2765 028 D031100 0 028 D041100 16003 028 E011100 31908 028 E021100 2652 028 E031100 0 028 E041100 23453 028 F011100 38337 028 F021100 2770 028 F031100 0 028 F041100 32950 028 G011100 220319 028 G021100 16423 028 G031100 0 028 G041100 148108 028 H001100 51 029 000400 N 029 000500 N 029 000600 N 029 000900 N 029 001000 N 029 001100 Y 030 A000400 0 030 B000400 0.00 030 C000400 0.00 030 A000500 0 030 B000500 0.00 030 C000500 0.00 030 A000600 0 030 B000600 0.00 030 C000600 0.00 030 A000900 0 030 B000900 0.00 030 C000900 0.00 030 A001000 0 030 B001000 0.00 030 C001000 0.00 030 A001100 4 030 B001100 2.75 030 C001100 0.00 031 A000400 0 031 B000400 0 031 A000500 0 031 B000500 0 PAGE 18 031 A000600 0 031 B000600 0 031 A000900 0 031 B000900 0 031 A001000 0 031 B001000 0 031 A001100 2 031 B001100 0 032 000400 0 032 000500 0 032 000600 0 032 000900 0 032 001000 0 032 001100 3 033 000400 0 033 000500 0 033 000600 0 033 000900 0 033 001000 0 033 001100 0 034 000400 N 034 000500 N 034 000600 N 034 000900 N 034 001000 N 034 001100 Y 035 000400 0 035 000500 0 035 000600 0 035 000900 0 035 001000 0 035 001100 6 036 B000400 0 036 B000500 0 036 B000600 0 036 B000900 0 036 B001000 0 036 A001100 N 036 B001100 0 037 000400 Y 037 000500 Y 037 000600 Y 037 000900 Y 037 001000 Y 037 001100 Y 038 000400 5 038 000500 1 038 000600 2 038 000900 3 038 001000 43 038 001100 16 PAGE 19 039 000400 N 039 000500 N 039 000600 N 039 000900 N 039 001000 N 039 001100 N 040 000400 Y 040 000500 Y 040 000600 Y 040 000900 Y 040 001000 Y 040 001100 Y 041 000400 N 041 000500 N 041 000600 N 041 000900 N 041 001000 N 041 001100 Y 042 A000400 0 042 B000400 0 042 C000400 0 042 D000400 0 042 E000400 0 042 F000400 0 042 G000400 0 042 H000400 0 042 A000500 0 042 B000500 0 042 C000500 0 042 D000500 0 042 E000500 0 042 F000500 0 042 G000500 0 042 H000500 0 042 A000600 0 042 B000600 0 042 C000600 0 042 D000600 0 042 E000600 0 042 F000600 0 042 G000600 0 042 H000600 0 042 A000900 0 042 B000900 0 042 C000900 0 042 D000900 0 042 E000900 0 042 F000900 0 042 G000900 0 042 H000900 0 042 A001000 0 PAGE 20 042 B001000 0 042 C001000 0 042 D001000 0 042 E001000 0 042 F001000 0 042 G001000 0 042 H001000 0 042 A001100 0 042 B001100 0 042 C001100 100 042 D001100 0 042 E001100 0 042 F001100 0 042 G001100 0 042 H001100 0 043 000400 0 043 000500 0 043 000600 0 043 000900 0 043 001000 0 043 001100 121 044 000400 0 044 000500 0 044 000600 0 044 000900 0 044 001000 0 044 001100 13 045 00AA00 Y 046 00AA00 N 047 00AA00 N 048 00AA00 0.000 048 A01AA00 0 048 A02AA00 0.000 048 B01AA00 0 048 B02AA00 0.000 048 C01AA00 0 048 C02AA00 0.000 048 D01AA00 0 048 D02AA00 0.000 048 E01AA00 0 048 E02AA00 0.000 048 F01AA00 0 048 F02AA00 0.000 048 G01AA00 0 048 G02AA00 0.000 048 H01AA00 0 048 H02AA00 0.000 048 I01AA00 0 048 I02AA00 0.000 048 J01AA00 0 048 J02AA00 0.000 PAGE 21 048 K01AA00 0 048 K02AA00 0.000 049 00AA00 N 050 00AA00 N 051 00AA00 N 052 00AA00 Y 053 A00AA00 Y 053 B00AA00 Y 053 C00AA00 N 054 A00AA00 Y 054 B00AA00 Y 054 C00AA00 N 054 D00AA00 N 054 E00AA00 N 054 F00AA00 N 054 G00AA00 Y 054 H00AA00 Y 054 I00AA00 N 054 J00AA00 Y 054 K00AA00 Y 054 L00AA00 N 054 M00AA00 Y 054 N00AA00 Y 054 O00AA00 Y 055 A00AA00 N 055 B00AA00 N 056 00AA00 Y 057 00AA00 N 058 A000400 N 058 A000500 N 058 A000600 N 058 A000900 N 058 A001000 N 058 A001100 N 059 000400 Y 059 000500 Y 059 000600 Y 059 000900 Y 059 001000 Y 059 001100 Y 060 A000400 N 060 B000400 N 060 A000500 N 060 B000500 N 060 A000600 Y 060 B000600 Y 060 A000900 N 060 B000900 N 060 A001000 Y 060 B001000 Y 060 A001100 Y PAGE 22 060 B001100 Y 061 000400 10000 061 000500 10000 061 000600 10000 061 000900 10000 061 001000 10000 061 001100 2500 062 A000400 Y 062 B000400 0.0 062 C000400 0.0 062 D000400 0.0 062 E000400 1.7 062 F000400 0.0 062 G000400 0.0 062 H000400 0.0 062 I000400 0.0 062 J000400 0.0 062 K000400 0.0 062 L000400 0.0 062 M000400 0.0 062 N000400 0.0 062 O000400 99.9 062 P000400 0.0 062 Q000400 0.0 062 R000400 0.0 062 A000500 Y 062 B000500 0.0 062 C000500 0.0 062 D000500 0.0 062 E000500 0.0 062 F000500 0.0 062 G000500 0.0 062 H000500 0.0 062 I000500 0.0 062 J000500 0.0 062 K000500 0.0 062 L000500 0.0 062 M000500 0.0 062 N000500 0.0 062 O000500 98.5 062 P000500 0.0 062 Q000500 0.0 062 R000500 0.0 062 A000600 Y 062 B000600 0.0 062 C000600 0.0 062 D000600 0.0 062 E000600 0.0 062 F000600 0.0 062 G000600 0.0 062 H000600 0.0 PAGE 23 062 I000600 0.0 062 J000600 0.0 062 K000600 0.0 062 L000600 0.0 062 M000600 0.0 062 N000600 0.0 062 O000600 98.8 062 P000600 0.0 062 Q000600 0.0 062 R000600 0.0 062 A000900 Y 062 B000900 0.0 062 C000900 0.0 062 D000900 0.0 062 E000900 0.0 062 F000900 0.0 062 G000900 0.0 062 H000900 0.0 062 I000900 0.0 062 J000900 0.0 062 K000900 0.0 062 L000900 0.0 062 M000900 0.0 062 N000900 0.0 062 O000900 99.3 062 P000900 0.0 062 Q000900 0.0 062 R000900 0.0 062 A001000 Y 062 B001000 0.0 062 C001000 0.0 062 D001000 0.0 062 E001000 0.0 062 F001000 0.0 062 G001000 0.0 062 H001000 0.0 062 I001000 0.0 062 J001000 0.0 062 K001000 0.0 062 L001000 0.0 062 M001000 0.0 062 N001000 0.0 062 O001000 100.0 062 P001000 0.0 062 Q001000 0.0 062 R001000 0.0 062 A001100 Y 062 B001100 0.0 062 C001100 0.0 062 D001100 0.0 062 E001100 0.0 PAGE 24 062 F001100 0.0 062 G001100 0.0 062 H001100 0.0 062 I001100 0.0 062 J001100 0.0 062 K001100 0.0 062 L001100 0.0 062 M001100 0.0 062 N001100 0.0 062 O001100 99.0 062 P001100 0.0 062 Q001100 0.0 062 R001100 0.0 063 A000400 0 063 B000400 6.6 063 A000500 0 063 B000500 6.1 063 A000600 0 063 B000600 7.7 063 A000900 0 063 B000900 5.7 063 A001000 0 063 B001000 7.1 063 A001100 0 063 B001100 3.6 064 A000400 Y 064 B000400 N 064 A000500 Y 064 B000500 N 064 A000600 Y 064 B000600 N 064 A000900 Y 064 B000900 N 064 A001000 Y 064 B001000 N 064 A001100 Y 064 B001100 N 066 A00AA00 N 067 00AA00 N 068 A00AA00 N 068 B00AA00 N 069 00AA00 N 070 A010400 N 070 A020400 N 070 B010400 N 070 B020400 N 070 C010400 Y 070 C020400 N 070 D010400 N 070 D020400 N 070 E010400 Y PAGE 25 070 E020400 N 070 F010400 N 070 F020400 N 070 G010400 Y 070 G020400 N 070 H010400 N 070 H020400 N 070 I010400 N 070 I020400 N 070 J010400 Y 070 J020400 N 070 K010400 Y 070 K020400 N 070 L010400 N 070 L020400 N 070 M010400 N 070 M020400 N 070 N010400 N 070 N020400 N 070 O010400 Y 070 O020400 N 070 P010400 Y 070 P020400 Y 070 Q010400 N 070 Q020400 N 070 R010400 Y 070 R020400 N 070 A010500 N 070 A020500 N 070 B010500 N 070 B020500 N 070 C010500 Y 070 C020500 N 070 D010500 N 070 D020500 N 070 E010500 Y 070 E020500 N 070 F010500 N 070 F020500 N 070 G010500 Y 070 G020500 N 070 H010500 N 070 H020500 N 070 I010500 N 070 I020500 N 070 J010500 Y 070 J020500 N 070 K010500 Y 070 K020500 N 070 L010500 N 070 L020500 N PAGE 26 070 M010500 N 070 M020500 N 070 N010500 N 070 N020500 N 070 O010500 Y 070 O020500 N 070 P010500 Y 070 P020500 N 070 Q010500 N 070 Q020500 N 070 R010500 Y 070 R020500 N 070 A010600 N 070 A020600 N 070 B010600 N 070 B020600 N 070 C010600 Y 070 C020600 N 070 D010600 N 070 D020600 N 070 E010600 Y 070 E020600 Y 070 F010600 N 070 F020600 N 070 G010600 Y 070 G020600 N 070 H010600 N 070 H020600 N 070 I010600 N 070 I020600 N 070 J010600 Y 070 J020600 N 070 K010600 Y 070 K020600 N 070 L010600 N 070 L020600 N 070 M010600 N 070 M020600 N 070 N010600 N 070 N020600 N 070 O010600 Y 070 O020600 N 070 P010600 Y 070 P020600 N 070 Q010600 N 070 Q020600 N 070 R010600 Y 070 R020600 N 070 A010900 N 070 A020900 N 070 B010900 N PAGE 27 070 B020900 N 070 C010900 Y 070 C020900 N 070 D010900 N 070 D020900 N 070 E010900 Y 070 E020900 Y 070 F010900 N 070 F020900 N 070 G010900 Y 070 G020900 N 070 H010900 N 070 H020900 N 070 I010900 N 070 I020900 N 070 J010900 Y 070 J020900 N 070 K010900 Y 070 K020900 N 070 L010900 N 070 L020900 N 070 M010900 N 070 M020900 N 070 N010900 N 070 N020900 N 070 O010900 Y 070 O020900 N 070 P010900 Y 070 P020900 N 070 Q010900 N 070 Q020900 N 070 R010900 Y 070 R020900 N 070 A011000 N 070 A021000 N 070 B011000 N 070 B021000 N 070 C011000 Y 070 C021000 N 070 D011000 N 070 D021000 N 070 E011000 Y 070 E021000 N 070 F011000 N 070 F021000 N 070 G011000 Y 070 G021000 N 070 H011000 N 070 H021000 N 070 I011000 N 070 I021000 N PAGE 28 070 J011000 Y 070 J021000 Y 070 K011000 Y 070 K021000 Y 070 L011000 N 070 L021000 N 070 M011000 N 070 M021000 N 070 N011000 N 070 N021000 N 070 O011000 Y 070 O021000 N 070 P011000 Y 070 P021000 Y 070 Q011000 N 070 Q021000 N 070 R011000 Y 070 R021000 N 070 A011100 N 070 A021100 N 070 B011100 N 070 B021100 N 070 C011100 Y 070 C021100 N 070 D011100 N 070 D021100 N 070 E011100 Y 070 E021100 Y 070 F011100 N 070 F021100 N 070 G011100 Y 070 G021100 N 070 H011100 N 070 H021100 N 070 I011100 N 070 I021100 N 070 J011100 Y 070 J021100 Y 070 K011100 Y 070 K021100 Y 070 L011100 N 070 L021100 N 070 M011100 N 070 M021100 N 070 N011100 N 070 N021100 N 070 O011100 Y 070 O021100 N 070 P011100 Y 070 P021100 Y 070 Q011100 N PAGE 29 070 Q021100 N 070 R011100 Y 070 R021100 N 071 A000400 121313 071 B000400 87839 071 C000400 571197 071 D000400 15 071 A000500 49665 071 B000500 35404 071 C000500 336080 071 D000500 11 071 A000600 96483 071 B000600 92533 071 C000600 416105 071 D000600 22 071 A000900 70831 071 B000900 57661 071 C000900 304194 071 D000900 19 071 A001000 1196592 071 B001000 1081577 071 C001000 4839252 071 D001000 22 071 A001100 523945 071 B001100 368655 071 C001100 1570810 071 D001100 23 072 A000400 12 072 B000400 25308 072 C000400 0 072 D000400 0 072 E000400 0 072 F000400 2118 072 G000400 0 072 H000400 0 072 I000400 457 072 J000400 8 072 K000400 0 072 L000400 0 072 M000400 2 072 N000400 24 072 O000400 0 072 P000400 0 072 Q000400 142 072 R000400 54 072 S000400 6 072 T000400 0 072 U000400 0 072 V000400 0 072 W000400 6 072 X000400 2817 PAGE 30 072 Y000400 280 072 Z000400 22771 072AA000400 1486 072BB000400 0 072CC010400 0 072CC020400 3028 072DD010400 22801 072DD020400 0 072EE000400 1394 072 A000500 12 072 B000500 14989 072 C000500 0 072 D000500 0 072 E000500 0 072 F000500 1250 072 G000500 0 072 H000500 0 072 I000500 256 072 J000500 5 072 K000500 0 072 L000500 0 072 M000500 1 072 N000500 30 072 O000500 0 072 P000500 0 072 Q000500 88 072 R000500 53 072 S000500 8 072 T000500 0 072 U000500 0 072 V000500 0 072 W000500 5 072 X000500 1696 072 Y000500 189 072 Z000500 13482 072AA000500 2200 072BB000500 0 072CC010500 0 072CC020500 4845 072DD010500 13466 072DD020500 0 072EE000500 1552 072 A000600 12 072 B000600 18181 072 C000600 0 072 D000600 0 072 E000600 0 072 F000600 1538 072 G000600 0 072 H000600 0 072 I000600 320 PAGE 31 072 J000600 6 072 K000600 0 072 L000600 0 072 M000600 1 072 N000600 20 072 O000600 0 072 P000600 0 072 Q000600 109 072 R000600 54 072 S000600 3 072 T000600 0 072 U000600 0 072 V000600 0 072 W000600 5 072 X000600 2056 072 Y000600 163 072 Z000600 16288 072AA000600 1364 072BB000600 0 072CC010600 0 072CC020600 2974 072DD010600 16287 072DD020600 0 072EE000600 1822 072 A000900 12 072 B000900 13419 072 C000900 0 072 D000900 0 072 E000900 0 072 F000900 1121 072 G000900 0 072 H000900 0 072 I000900 237 072 J000900 5 072 K000900 0 072 L000900 0 072 M000900 1 072 N000900 17 072 O000900 0 072 P000900 0 072 Q000900 79 072 R000900 53 072 S000900 3 072 T000900 0 072 U000900 0 072 V000900 0 072 W000900 4 072 X000900 1520 072 Y000900 114 072 Z000900 12013 072AA000900 1074 PAGE 32 072BB000900 0 072CC010900 0 072CC020900 1362 072DD010900 12001 072DD020900 0 072EE000900 1299 072 A001000 12 072 B001000 217556 072 C001000 0 072 D001000 0 072 E001000 5 072 F001000 17610 072 G001000 0 072 H001000 0 072 I001000 3716 072 J001000 68 072 K001000 0 072 L001000 0 072 M001000 17 072 N001000 159 072 O001000 0 072 P001000 0 072 Q001000 651 072 R001000 86 072 S001000 31 072 T001000 0 072 U001000 0 072 V001000 0 072 W001000 40 072 X001000 22378 072 Y001000 980 072 Z001000 196163 072AA001000 31462 072BB001000 0 072CC011000 0 072CC021000 82162 072DD011000 195674 072DD021000 0 072EE001000 26148 072 A001100 12 072 B001100 57072 072 C001100 0 072 D001100 0 072 E001100 21 072 F001100 5811 072 G001100 0 072 H001100 0 072 I001100 1455 072 J001100 22 072 K001100 0 072 L001100 0 PAGE 33 072 M001100 6 072 N001100 104 072 O001100 0 072 P001100 0 072 Q001100 299 072 R001100 59 072 S001100 11 072 T001100 121 072 U001100 0 072 V001100 0 072 W001100 14 072 X001100 7902 072 Y001100 954 072 Z001100 50145 072AA001100 0 072BB001100 928 072CC011100 20276 072CC021100 0 072DD011100 50024 072DD021100 112 072EE001100 0 073 A010400 0.4620 073 A020400 0.0000 073 B000400 0.0280 073 C000400 0.0000 073 A010500 0.4440 073 A020500 0.0000 073 B000500 0.0500 073 C000500 0.0000 073 A010600 0.4440 073 A020600 0.0000 073 B000600 0.0500 073 C000600 0.0000 073 A010900 0.4190 073 A020900 0.0000 073 B000900 0.0450 073 C000900 0.0000 073 A011000 0.5140 073 A021000 0.0000 073 B001000 0.0650 073 C001000 0.0000 073 A011100 0.0000 073 A021100 0.0000 073 B001100 0.0000 073 C001100 0.0000 074 A000400 8150 074 B000400 0 074 C000400 10000 074 D000400 592305 074 E000400 0 074 F000400 0 PAGE 34 074 G000400 0 074 H000400 0 074 I000400 0 074 J000400 0 074 K000400 0 074 L000400 7473 074 M000400 2 074 N000400 617930 074 O000400 23929 074 P000400 332 074 Q000400 0 074 R010400 0 074 R020400 0 074 R030400 0 074 R040400 1036 074 S000400 0 074 T000400 592633 074 U010400 50402 074 U020400 0 074 V010400 11.76 074 V020400 0.00 074 W000400 0.0000 074 X000400 7284 074 Y000400 0 074 A000500 947 074 B000500 0 074 C000500 0 074 D000500 344632 074 E000500 0 074 F000500 0 074 G000500 0 074 H000500 0 074 I000500 0 074 J000500 0 074 K000500 0 074 L000500 5635 074 M000500 1 074 N000500 351215 074 O000500 0 074 P000500 194 074 Q000500 0 074 R010500 0 074 R020500 0 074 R030500 0 074 R040500 1135 074 S000500 0 074 T000500 349886 074 U010500 31183 074 U020500 0 074 V010500 11.22 074 V020500 0.00 PAGE 35 074 W000500 0.0000 074 X000500 4677 074 Y000500 0 074 A000600 3950 074 B000600 0 074 C000600 0 074 D000600 419143 074 E000600 0 074 F000600 0 074 G000600 0 074 H000600 0 074 I000600 0 074 J000600 10305 074 K000600 0 074 L000600 3714 074 M000600 1 074 N000600 437113 074 O000600 10962 074 P000600 238 074 Q000600 0 074 R010600 0 074 R020600 0 074 R030600 0 074 R040600 1513 074 S000600 0 074 T000600 424400 074 U010600 36885 074 U020600 0 074 V010600 11.51 074 V020600 0.00 074 W000600 0.0000 074 X000600 5740 074 Y000600 0 074 A000900 211 074 B000900 0 074 C000900 0 074 D000900 313158 074 E000900 0 074 F000900 0 074 G000900 0 074 H000900 0 074 I000900 0 074 J000900 0 074 K000900 0 074 L000900 4759 074 M000900 1 074 N000900 318129 074 O000900 0 074 P000900 178 074 Q000900 0 074 R010900 0 PAGE 36 074 R020900 0 074 R030900 0 074 R040900 2488 074 S000900 0 074 T000900 315463 074 U010900 29406 074 U020900 0 074 V010900 10.73 074 V020900 0.00 074 W000900 0.0000 074 X000900 3730 074 Y000900 0 074 A001000 0 074 B001000 0 074 C001000 0 074 D001000 5138729 074 E001000 0 074 F001000 0 074 G001000 0 074 H001000 0 074 I001000 139 074 J001000 0 074 K001000 0 074 L001000 72518 074 M001000 15 074 N001000 5211401 074 O001000 46653 074 P001000 2714 074 Q001000 0 074 R011000 0 074 R021000 0 074 R031000 0 074 R041000 21277 074 S001000 0 074 T001000 5140757 074 U011000 408746 074 U021000 0 074 V011000 12.58 074 V021000 0.00 074 W001000 0.0000 074 X001000 73517 074 Y001000 0 074 A001100 9708 074 B001100 0 074 C001100 0 074 D001100 1666503 074 E001100 0 074 F001100 0 074 G001100 0 074 H001100 0 074 I001100 1 PAGE 37 074 J001100 0 074 K001100 0 074 L001100 23880 074 M001100 346 074 N001100 1700438 074 O001100 12318 074 P001100 977 074 Q001100 0 074 R011100 0 074 R021100 0 074 R031100 0 074 R041100 3878 074 S001100 0 074 T001100 1683265 074 U011100 162777 074 U021100 450 074 V011100 0.00 074 V021100 0.00 074 W001100 0.0000 074 X001100 36502 074 Y001100 0 075 A000400 0 075 B000400 578536 075 A000500 0 075 B000500 341544 075 A000600 0 075 B000600 420175 075 A000900 0 075 B000900 306271 075 A001000 0 075 B001000 4809649 075 A001100 0 075 B001100 1587373 076 000400 0.00 076 000500 0.00 076 000600 0.00 076 000900 0.00 076 001000 0.00 076 001100 0.00 077 A000000 Y 077 B000000 Y 077 C000000 N 077 D000000 Y 077 E000000 N 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 N 077 J000000 N 077 K000000 N 077 L000000 N PAGE 38 077 M000000 Y 077 N000000 N 077 O000000 N 077 P000000 N 077 Q010000 Y 077 Q020000 N 077 Q030000 N 078 000000 N 080 A00AA00 AMERICAN INT'l SPECIALTY LINES INSURANCE CO. 080 B00AA00 FEDERAL INSURANCE COMPANY 080 C00AA00 270000 081 A00AA00 Y 081 B00AA00 383 082 A00AA00 Y 082 B00AA00 400 083 A00AA00 N 083 B00AA00 0 084 A00AA00 N 084 B00AA00 0 085 A00AA00 Y 085 B00AA00 N 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 SIGNATURE KENNETH ROBINS TITLE DEPUTY TREASURER EX-99.77B ACCT LTTR 2 q77b_pwcauditletter.htm AUDIT LETTER

 

 

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

ON INTERNAL CONTROL REQUIRED BY FORM N-SAR

____

 

To the Board of Trustees and Shareholders of Fidelity Municipal Trust:

In planning and performing our audits of the financial statements of Fidelity Municipal Trust: Fidelity Short-Intermediate Municipal Income Fund, Fidelity Minnesota Municipal Income Fund, Fidelity Ohio Municipal Income Fund, Fidelity Pennsylvania Municipal Income Fund, Fidelity Michigan Municipal Income Fund and Fidelity Municipal Income Fund (collectively, the "Trust") as of and for the year ended December 31, 2007, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Trust's internal control over financial reporting, including control activities for safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Trust's internal control over financial reporting.

The management of the Trust is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Trust are being made only in accordance with authorizations of management and trustees of the Trust; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a Trust's assets that could have a material effect on the financial statements.

 

 

 

 

 

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Trust's annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Trust's internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Trust's internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be material weaknesses as defined above as of December 31, 2007.

This report is intended solely for the information and use of management and the Board of Trustees of Fidelity Municipal Trust and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.

 

 

 

PricewaterhouseCoopers LLP

February 19, 2008

EX-99.77D POLICIES 3 q77d_investmentpolicies.htm INVESTMENT POLICIES

As a principal investment strategy, FMR may engage in transactions that have a leveraging effect on the fund, including investments in derivatives and forward settling securities.

EX-99.77M MERGERS 4 q77m_mergers.htm MERGERS On October 19, 2007, Fidelity Florida Municipal Income Fund, a series of Fidelity Court Street Trust, transferred all of its shares to Fidelity Municipal Income Fund, a series of Fidelity Municipal Trust, solely in exchange for shares of Fidelity Municipal Income Fund and the assumption by Fidelity Municipal Income Fund of Fidelity Florida Municipal Income Funds liabilities, and such shares of Fidelity Municipal Income Fund were distributed constructively to shareholders of Fidelity Florida Municipal Income Fund in complete liquidation and termination of Fidelity Florida Municipal Income Fund. The transaction was approved by the Board on March 15, 2007 and by shareholders of Fidelity Florida Municipal Income Fund on September 19, 2007. EX-99.77Q1 OTHR EXHB 5 q77q1_managementcontract1.htm MANAGEMENT CONTRACT

MANAGEMENT CONTRACT
between
FIDELITY MUNICIPAL TRUST:
FIDELITY MICHIGAN MUNICIPAL INCOME FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2007, by and between Fidelity Municipal Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Michigan Municipal Income Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Required authorization and approval by Trustees having been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract dated November 1, 1999, to a modification of said Contract in the manner set forth below. The Amended and Restated Management Contract shall, when executed by duly authorized officers of the Fund and Adviser, take effect on August 1, 2007.

1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Group Fee and an Individual Fund Fee.

(a) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

Average Group
Assets

Annualized
Rate

0 - $3 billion

.3700%

3 - 6

.3400

6 - 9

.3100

9 - 12

.2800

12 - 15

.2500

15 - 18

.2200

18 - 21

.2000

21 - 24

.1900

24 - 30

.1800

30 - 36

.1750

36 - 42

.1700

42 - 48

.1650

48 - 66

.1600

66 - 84

.1550

84 - 120

.1500

120 - 156

.1450

156 - 192

.1400

192 - 228

.1350

228 - 264

.1300

264 - 300

.1275

300 - 336

.1250

336 - 372

.1225

372 - 408

.1200

408 - 444

.1175

444 - 480

.1150

480 - 516

.1125

516 - 587

.1100

587 - 646

.1080

646 - 711

.1060

711 - 782

.1040

782 - 860

.1020

860 - 946

.1000

946 - 1,041

.0980

1,041 - 1,145

.0960

1,145 - 1,260

.0940

1,260 - 1,386

.0920

1,386 - 1,525

.0900

1,525 - 1,677

.0880

1,677 - 1,845

.0860

over 1,845

.0840

(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.25%.

The sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate shall constitute the Annual Management Fee Rate. One-twelfth of the Annual Management Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.

4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.

6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until June 30, 2008 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either party hereto may, at any time on sixty (60) days' prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio. This Contract shall terminate automatically in the event of its assignment.

7. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund's Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.

8. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to such orders as may be granted by the Commission.

IN WITNESS WHEREOF the parties have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY MUNICIPAL TRUST

on behalf of Fidelity Michigan Municipal Income Fund

By/s/Kimberley Monasterio

Kimberley Monasterio

Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

By/s/JS Wynant

JS Wynant

Vice President

EX-99.77Q1 OTHR EXHB 6 q77q1_managementcontract2.htm MANAGEMENT CONTRACT

MANAGEMENT CONTRACT
between
FIDELITY MUNICIPAL TRUST:
FIDELITY MINNESOTA MUNICIPAL INCOME FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2007, by and between Fidelity Municipal Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Minnesota Municipal Income Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Required authorization and approval by shareholders and Trustees having been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract dated November 1, 1999 to a modification of said Contract in the manner set forth below. The Amended Management Contract shall, when executed by duly authorized officers of the Fund and Adviser, take effect on August 1, 2007.

1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Group Fee and an Individual Fund Fee.

(a) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

Average Net
Assets

Annualized Fee
Rate (for each level)

0

-

$ 3 billion

.3700%

3

-

6

.3400

6

-

9

.3100

9

-

12

.2800

12

-

15

.2500

15

-

18

.2200

18

-

21

.2000

21

-

24

.1900

24

-

30

.1800

30

-

36

.1750

36

-

42

.1700

42

-

48

.1650

48

-

66

.1600

66

-

84

.1550

84

-

120

.1500

120

-

156

.1450

156

-

192

.1400

192

-

228

.1350

228

-

264

.1300

264

-

300

.1275

300

-

336

.1250

336

-

372

.1225

372

-

408

.1200

408

-

444

.1175

444

-

480

.1150

480

-

516

.1125

516

-

587

.1100

587

-

646

.1080

646

-

711

.1060

711

-

782

.1040

782

-

860

.1020

860

-

946

.1000

946

-

1,041

.0980

1,041

-

1,145

.0960

1,145

-

1,260

.0940

1,260

-

1,386

.0920

1,386

-

1,525

.0900

1,525

-

1,677

.0880

1,677

-

1,845

.0860

Over

-

1,845

.0840

(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.25%.

The sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate shall constitute the Annual Management Fee Rate. One-twelfth of the Annual Management Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.

4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.

6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until June 30, 2008 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either party hereto may, at any time on sixty (60) days' prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio. This Contract shall terminate automatically in the event of its assignment.

7. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund's Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.

8. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to such orders as may be granted by the Commission.

IN WITNESS WHEREOF the parties have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY MUNICIPAL TRUST

on behalf of Fidelity Minnesota Municipal Income Fund

By

/s/ Kimberley H. Monasterio

Kimberley H. Monasterio

Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/ JS Wynant

JS Wynant

Vice President

EX-99.77Q1 OTHR EXHB 7 q77q1_managementcontract3.htm MANAGEMENT CONTRACT

MANAGEMENT CONTRACT
between
FIDELITY MUNICIPAL TRUST:
FIDELITY OHIO MUNICIPAL INCOME FUND

and
FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August 2007, by and between Fidelity Municipal Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Spartan Ohio Municipal Income Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Required authorization and approval by Trustees having been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract dated November 1, 1999, to a modification of said Contract in the manner set forth below. The Amended Management Contract shall, when executed by duly authorized officers of the Fund and Adviser, take effect on August 1, 2007.

1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Group Fee and an Individual Fund Fee.

(a) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

Average Group
Assets

Annualized
Rate

0 - $3 billion

.3700%

3 - 6

.3400

6 - 9

.3100

9 - 12

.2800

12 - 15

.2500

15 - 18

.2200

18 - 21

.2000

21 - 24

.1900

24 - 30

.1800

30 - 36

.1750

36 - 42

.1700

42 - 48

.1650

48 - 66

.1600

66 - 84

.1550

84 - 120

.1500

120 - 156

.1450

156 - 192

.1400

192 - 228

.1350

228 - 264

.1300

264 - 300

.1275

300 - 336

.1250

336 - 372

.1225

372 - 408

.1200

408 - 444

.1175

444 - 480

.1150

480 - 516

.1125

516 - 587

.1100

587 - 646

.1080

646 - 711

.1060

711 - 782

.1040

782 - 860

.1020

860 - 946

.1000

946 - 1,041

.0980

1,041 - 1,145

.0960

1,145 - 1,260

.0940

1,260 - 1,386

.0920

1,386 - 1,525

.0900

1,525 - 1,677

.0880

1,677 - 1,845

.0860

over 1,845

.0840

(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.25%.

The sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate shall constitute the Annual Management Fee Rate. One-twelfth of the Annual Management Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.

4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.

6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until June 30, 2008 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either party hereto may, at any time on sixty (60) days' prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio. This Contract shall terminate automatically in the event of its assignment.

7. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund's Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.

8. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to such orders as may be granted by the Commission.

IN WITNESS WHEREOF the parties have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY MUNICIPAL TRUST

on behalf of Fidelity Ohio Municipal Income Fund

By

/s/Kimberley Monasterio

Kimberley Monasterio

Treasurer

FIDELITY MANAGEMENT & RESEARCH

COMPANY

|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/JS Wynant

JS Wynant

Vice President

EX-99.77Q1 OTHR EXHB 8 q77q1_managementcontract4.htm MANAGEMENT CONTRACT

MANAGEMENT CONTRACT
BETWEEN
FIDELITY MUNICIPAL TRUST:
FIDELITY SHORT-INTERMEDIATE MUNICIPAL INCOME FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2007, by and between Fidelity Municipal Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Short-Intermediate Municipal Income Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Required authorization and approval by Trustees having been obtained, the Fund on behalf of the Portfolio, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract dated February 28, 2001, to a modification of said Contract in the manner set forth below. The Amended and Restated Management Contract shall, when executed by duly authorized officers of the Fund and Adviser, take effect on August 1, 2007.

1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Group Fee and an Individual Fund Fee.

(a) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

GROUP FEE RATE SCHEDULE

Average Group
Assets

Annualized
Rate

0 - $3 billion

.3700%

3 - 6

.3400

6 - 9

.3100

9 - 12

.2800

12 - 15

.2500

15 - 18

.2200

18 - 21

.2000

21 - 24

.1900

24 - 30

.1800

30 - 36

.1750

36 - 42

.1700

42 - 48

.1650

48 - 66

.1600

66 - 84

.1550

84 - 120

.1500

120 - 156

.1450

156 - 192

.1400

192 - 228

.1350

228 - 264

.1300

264 - 300

.1275

300 - 336

.1250

336 - 372

.1225

372 - 408

.1200

408 - 444

.1175

444 - 480

.1150

480 - 516

.1125

516 - 587

.1100

587 - 646

.1080

646 - 711

.1060

711 - 782

.1040

782 - 860

.1020

860 - 946

.1000

946 - 1,041

.0980

1,041 - 1,145

.0960

1,145 - 1,260

.0940

1,260 - 1,386

.0920

1,386 - 1,525

.0900

1,525 - 1,677

.0880

1,677 - 1,845

.0860

Over 1,845

.0840

(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.25%.

The sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate shall constitute the Annual Management Fee Rate. One-twelfth of the Annual Management Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.

4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.

6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until June 30, 2008 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either party hereto may, at any time on sixty (60) days' prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio. This Contract shall terminate automatically in the event of its assignment.

7. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund's Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.

8. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.

The terms "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to such orders as may be granted by the Commission.

IN WITNESS WHEREOF the parties have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY MUNICIPAL TRUST

on behalf of Fidelity Short-Intermediate Municipal Income Fund

By /s/Kimberly Monasterio

Kimberly Monasterio
Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

By /s/JS Wynant

JS Wynant
Vice President


EX-99.77Q1 OTHR EXHB 9 q77q1_managementcontract5.htm MANAGEMENT CONTRACT

MANAGEMENT CONTRACT
between
FIDELITY MUNICIPAL TRUST:
FIDELITY PENNSYLVANIA MUNICIPAL INCOME FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of August, 2007, by and between Fidelity Municipal Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Fund"), on behalf of Fidelity Pennsylvania Municipal Income Fund (hereinafter called the "Portfolio"), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the "Adviser") as set forth in its entirety below.

Required authorization and approval by Trustees having been obtained, the Fund, on behalf of the Portfolio, and the Adviser hereby consent, pursuant to Paragraph 6 of the existing Management Contract dated November 1, 1999, to a modification of said Contract in the manner set forth below. The Amended and Restated Management Contract shall, when executed by duly authorized officers of the Fund and Adviser, take effect on August 1, 2007.

1. (a) Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c) The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3. The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Group Fee and an Individual Fund Fee.

(a) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:

Average Group
Assets

Annualized
Rate

0 - $3 billion

.3700%

3 - 6

.3400

6 - 9

.3100

9 - 12

.2800

12 - 15

.2500

15 - 18

.2200

18 - 21

.2000

21 - 24

.1900

24 - 30

.1800

30 - 36

.1750

36 - 42

.1700

42 - 48

.1650

48 - 66

.1600

66 - 84

.1550

84 - 120

.1500

120 - 156

.1450

156 - 192

.1400

192 - 228

.1350

228 - 264

.1300

264 - 300

.1275

300 - 336

.1250

336 - 372

.1225

372 - 408

.1200

408 - 444

.1175

444 - 480

.1150

480 - 516

.1125

516 - 587

.1100

587 - 646

.1080

646 - 711

.1060

711 - 782

.1040

782 - 860

.1020

860 - 946

.1000

946 - 1,041

.0980

1,041 - 1,145

.0960

1,145 - 1,260

.0940

1,260 - 1,386

.0920

1,386 - 1,525

.0900

1,525 - 1,677

.0880

1,677 - 1,845

.0860

over 1,845

.0840

(b) Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.25%.

The sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate shall constitute the Annual Management Fee Rate. One-twelfth of the Annual Management Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.

4. It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund's Trustees other than those who are "interested persons" of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio's shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio's shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund's Trustees and officers with respect thereto.

5. The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Contract, interfere, in a material manner, with the Adviser's ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other investment instrument.

6. (a) Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until June 30, 2008 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b) This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.

(c) In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d) Either party hereto may, at any time on sixty (60) days' prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio. This Contract shall terminate automatically in the event of its assignment.

7. The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund's Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.

The terms "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act, as now in effect or as hereafter amended, and subject to such orders as may be granted by the Commission.

IN WITNESS WHEREOF the parties have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.

FIDELITY MUNICIPAL TRUST

on behalf of Fidelity Pennsylvania Municipal Income Fund

By \s\Kimberley Monasterio

Kimberley Monasterio

Treasurer

FIDELITY MANAGEMENT & RESEARCH COMPANY

By \s\JS Wynant

JS Wynant

Vice President

EX-99.77Q1 OTHR EXHB 10 q77q1_reorganization.htm REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION OF FLORIDA MUNICIPAL INCOME

THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of July 23, 2007, by and between Fidelity Court Street Trust, a Massachusetts business trust, on behalf of its series Fidelity Florida Municipal Income Fund (Florida Municipal Income), and Fidelity Municipal Trust, a Massachusetts business trust, on behalf of its series Fidelity Municipal Income Fund (Fidelity Municipal Income). Fidelity Court Street Trust and Fidelity Municipal Trust may be referred to herein collectively as the "Trusts" or each individually as a "Trust." The Trusts are duly organized business trusts under the laws of the Commonwealth of Massachusetts with their principal place of business at 82 Devonshire Street, Boston, Massachusetts 02109. Fidelity Municipal Income and Florida Municipal Income may be referred to herein collectively as the "Funds" or each individually as a "Fund."

This Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code). The reorganization will comprise: (a) the transfer of all of the assets of Florida Municipal Income to Fidelity Municipal Income solely in exchange for shares of beneficial interest of Fidelity Municipal Income (the Fidelity Municipal Income Shares) and the assumption by Fidelity Municipal Income of Florida Municipal Income's liabilities; and (b) the constructive distribution of such shares by Florida Municipal Income pro rata to its shareholders in complete liquidation and termination of Florida Municipal Income, all upon the terms and conditions set forth in this Agreement. The foregoing transactions are referred to herein as the "Reorganization."

In consideration of the mutual promises and subject to the terms and conditions herein, the parties covenant and agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF FLORIDA MUNICIPAL INCOME. Florida Municipal Income represents and warrants to and agrees with Fidelity Municipal Income that:

(a) Florida Municipal Income is a series of Fidelity Court Street Trust, a business trust duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts, and has the power to own all of its properties and assets and to carry out its obligations under this Agreement. It has all necessary federal, state, and local authorizations to carry on its business as now being conducted and to carry out this Agreement;

(b) Fidelity Court Street Trust is an open-end, management investment company duly registered under the Investment Company Act of 1940, as amended (the 1940 Act), and such registration is in full force and effect;

(c) The Prospectus and Statement of Additional Information of Florida Municipal Income dated January 29, 2007, previously furnished to Fidelity Municipal Income, did not and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) Except as disclosed in writing to Fidelity Municipal Income, there are no material legal, administrative, or other proceedings pending or, to the knowledge of Florida Municipal Income, threatened against Florida Municipal Income which assert liability on the part of Florida Municipal Income. Florida Municipal Income knows of no facts which might reasonably form the basis for the institution of such proceedings, except as otherwise disclosed to Fidelity Municipal Income;

(e) Florida Municipal Income is not, and the execution, delivery, and performance of this Agreement will not result, in violation of any provision of its Amended and Restated Declaration of Trust or By-laws, or, to the knowledge of Florida Municipal Income, of any agreement, indenture, instrument, contract, lease, or other undertaking to which Florida Municipal Income is a party or by which Florida Municipal Income is bound or result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which Florida Municipal Income is a party or is bound;

(f) The Statement of Assets and Liabilities, the Statement of Operations, the Statement of Changes in Net Assets, Financial Highlights, and the Schedule of Investments (including market values) of Florida Municipal Income at November 30, 2006, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, and have been furnished to Fidelity Municipal Income. Said Statement of Assets and Liabilities and Schedule of Investments fairly present the Fund's financial position as of such date and said Statement of Operations, Statement of Changes in Net Assets, and Financial Highlights fairly reflect its results of operations, changes in financial position, and financial highlights for the periods covered thereby in conformity with generally accepted accounting principles consistently applied;

(g) Florida Municipal Income has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on its statement of assets and liabilities as of November 30, 2006 and those incurred in the ordinary course of Florida Municipal Income's business as an investment company since November 30, 2006;

(h) The registration statement (Registration Statement) filed with the Securities and Exchange Commission (Commission) by Fidelity Municipal Trust on Form N-14 relating to the shares of Fidelity Municipal Income issuable hereunder and the proxy statement of Florida Municipal Income included therein (Proxy Statement), on the effective date of the Registration Statement and insofar as they relate to Florida Municipal Income (i) comply in all material respects with the provisions of the Securities Act of 1933, as amended (the 1933 Act), the Securities Exchange Act of 1934, as amended (the 1934 Act), and the 1940 Act, and the rules and regulations thereunder, and (ii) do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at the time of the shareholders' meeting referred to in Section 7 and on the Closing Date (as defined in Section 6), the prospectus contained in the Registration Statement of which the Proxy Statement is a part (the Prospectus), as amended or supplemented, insofar as it relates to Florida Municipal Income, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(i) All material contracts and commitments of Florida Municipal Income (other than this Agreement) will be terminated without liability to Florida Municipal Income prior to the Closing Date (other than those made in connection with redemptions of shares and the purchase and sale of portfolio securities made in the ordinary course of business);

(j) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by Florida Municipal Income of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and state securities or blue sky laws (which term as used herein shall include the District of Columbia and Puerto Rico);

(k) Florida Municipal Income has filed or will file all federal and state tax returns which, to the knowledge of Florida Municipal Income's officers, are required to be filed by Florida Municipal Income and has paid or will pay all federal and state taxes shown to be due on said returns or provision shall have been made for the payment thereof, and, to the best of Florida Municipal Income's knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;

(l) Florida Municipal Income has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company for all prior taxable years and intends to meet such requirements for its current taxable year ending on the Closing Date;

(m) All of the issued and outstanding shares of Florida Municipal Income are, and at the Closing Date will be, duly and validly issued and outstanding and fully paid and nonassessable as a matter of Massachusetts law (except as disclosed in the Fund's Statement of Additional Information), and have been offered for sale and in conformity with all applicable federal securities laws. All of the issued and outstanding shares of Florida Municipal Income will, at the Closing Date, be held by the persons and in the amounts set forth in the list of shareholders submitted to Fidelity Municipal Income in accordance with this Agreement;

(n) As of both the Valuation Time (as defined in Section 4) and the Closing Date, Florida Municipal Income will have the full right, power, and authority to sell, assign, transfer, and deliver its portfolio securities and any other assets of Florida Municipal Income to be transferred to Fidelity Municipal Income pursuant to this Agreement. As of the Closing Date, subject only to the delivery of Florida Municipal Income's portfolio securities and any such other assets as contemplated by this Agreement, Fidelity Municipal Income will acquire Florida Municipal Income's portfolio securities and any such other assets subject to no encumbrances, liens, or security interests (except for those that may arise in the ordinary course and are disclosed to Fidelity Municipal Income) and without any restrictions upon the transfer thereof; and

(o) The execution, delivery, and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary corporate action on the part of Florida Municipal Income, and this Agreement constitutes a valid and binding obligation of Florida Municipal Income enforceable in accordance with its terms, subject to shareholder approval.

2. REPRESENTATIONS AND WARRANTIES OF FIDELITY MUNICIPAL INCOME. Fidelity Municipal Income represents and warrants to and agrees with Florida Municipal Income that:

(a) Fidelity Municipal Income is a series of Fidelity Municipal Trust, a business trust duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts, and has the power to own all of its properties and assets and to carry out its obligations under this Agreement. It has all necessary federal, state, and local authorizations to carry on its business as now being conducted and to carry out this Agreement;

(b) Fidelity Municipal Trust is an open-end, management investment company duly registered under the 1940 Act, and such registration is in full force and effect;

(c) The Prospectus and Statement of Additional Information of Fidelity Municipal Income dated March 1, 2007, previously furnished to Florida Municipal Income, did not and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) Except as disclosed in writing to Florida Municipal Income, there are no material legal, administrative, or other proceedings pending or, to the knowledge of Fidelity Municipal Income, threatened against Fidelity Municipal Income which assert liability on the part of Fidelity Municipal Income. Fidelity Municipal Income knows of no facts which might reasonably form the basis for the institution of such proceedings, except as otherwise disclosed to Florida Municipal Income;

(e) Fidelity Municipal Income is not, and the execution, delivery, and performance of this Agreement will not result, in a violation of any provision of its Amended and Restated Declaration of Trust or By-laws, or, to the knowledge of Fidelity Municipal Income, of any agreement, indenture, instrument, contract, lease, or other undertaking to which Fidelity Municipal Income is a party or by which Fidelity Municipal Income is bound or result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which Fidelity Municipal Income is a party or is bound;

(f) The Statement of Assets and Liabilities, the Statement of Operations, the Statement of Changes in Net Assets, Financial Highlights, and the Schedule of Investments (including market values) of Fidelity Municipal Income at December 31, 2006, have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, and have been furnished to Florida Municipal Income. Said Statement of Assets and Liabilities and Schedule of Investments fairly present its financial position as of such date and said Statement of Operations, Statement of Changes in Net Assets, and Financial Highlights fairly reflect its results of operations, changes in financial position, and financial highlights for the periods covered thereby in conformity with generally accepted accounting principles consistently applied;

(g) Fidelity Municipal Income has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on its statement of assets and liabilities as of December 31, 2006 and those incurred in the ordinary course of Fidelity Municipal Income's business as an investment company since December 31, 2006;

(h) No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by Fidelity Municipal Income of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act, and state securities or blue sky laws (which term as used herein shall include the District of Columbia and Puerto Rico);

(i) Fidelity Municipal Income has filed or will file all federal and state tax returns which, to the knowledge of Fidelity Municipal Income's officers, are required to be filed by Fidelity Municipal Income and has paid or will pay all federal and state taxes shown to be due on said returns or provision shall have been made for the payment thereof, and, to the best of Fidelity Municipal Income's knowledge, no such return is currently under audit and no assessment has been asserted with respect to such returns;

(j) Fidelity Municipal Income has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company for all prior taxable years and intends to meet such requirements for its current taxable year ending on December 31, 2007;

(k) As of the Closing Date, the shares of beneficial interest of Fidelity Municipal Income to be issued to Florida Municipal Income will have been duly authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued and will be fully paid and nonassessable (except as disclosed in the Fund's Statement of Additional Information) by Fidelity Municipal Income, and no shareholder of Fidelity Municipal Income will have any preemptive right of subscription or purchase in respect thereof;

(l) The execution, delivery, and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary corporate action on the part of Fidelity Municipal Income, and this Agreement constitutes a valid and binding obligation of Fidelity Municipal Income enforceable in accordance with its terms, subject to approval by the shareholders of Florida Municipal Income;

(m) The Registration Statement and the Proxy Statement, on the effective date of the Registration Statement and insofar as they relate to Fidelity Municipal Income, (i) comply in all material respects with the provisions of the 1933 Act, the 1934 Act, and the 1940 Act, and the rules and regulations thereunder, and (ii) do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at the time of the shareholders' meeting referred to in Section 7 and on the Closing Date, the Prospectus, as amended or supplemented, insofar as it relates to Fidelity Municipal Income, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(n) The issuance of the Fidelity Municipal Income Shares pursuant to this Agreement will be in compliance with all applicable federal securities laws; and

(o) All of the issued and outstanding shares of beneficial interest of Fidelity Municipal Income have been offered for sale and sold in conformity with the federal securities laws.

3. REORGANIZATION.

(a) Subject to the requisite approval of the shareholders of Florida Municipal Income and to the other terms and conditions contained herein, Florida Municipal Income agrees to assign, sell, convey, transfer, and deliver to Fidelity Municipal Income as of the Closing Date all of the assets of Florida Municipal Income of every kind and nature existing on the Closing Date. Fidelity Municipal Income agrees in exchange therefor: (i) to assume all of Florida Municipal Income's liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and (ii) to issue and deliver to Florida Municipal Income the number of full and fractional shares of Fidelity Municipal Income having an aggregate net asset value equal to the value of the assets of Florida Municipal Income transferred hereunder, less the value of the liabilities of Florida Municipal Income, determined as provided for under Section 4.

(b) The assets of Florida Municipal Income to be acquired by Fidelity Municipal Income shall include, without limitation, all cash, cash equivalents, securities, commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property owned by Florida Municipal Income, and any deferred or prepaid expenses shown as an asset on the books of Florida Municipal Income on the Closing Date. Florida Municipal Income will pay or cause to be paid to Fidelity Municipal Income any dividend or interest payments received by it on or after the Closing Date with respect to the assets transferred to Fidelity Municipal Income hereunder, and Fidelity Municipal Income will retain any dividend or interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment date thereof.

(c) The liabilities of Florida Municipal Income to be assumed by Fidelity Municipal Income shall include (except as otherwise provided for herein) all of Florida Municipal Income's liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether or not specifically referred to in this Agreement. Notwithstanding the foregoing, Florida Municipal Income agrees to use its best efforts to discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business.

(d) Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, Florida Municipal Income will constructively distribute pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date, the Fidelity Municipal Income Shares in exchange for such shareholders' shares of beneficial interest in Florida Municipal Income and Florida Municipal Income will be liquidated in accordance with Florida Municipal Income's Amended and Restated Declaration of Trust. Such distribution shall be accomplished by the Funds' transfer agent (or sub-transfer agent) opening accounts on Fidelity Municipal Income's share transfer books in the names of the Florida Municipal Income shareholders and transferring the Fidelity Municipal Income Shares thereto. Each Florida Municipal Income shareholder's account shall be credited with the respective pro rata number of full and fractional Fidelity Municipal Income Shares due that shareholder. All outstanding Florida Municipal Income shares, including any represented by certificates, shall simultaneously be canceled on Florida Municipal Income's share transfer records. Fidelity Municipal Income shall not issue certificates representing the Fidelity Municipal Income Shares in connection with the Reorganization.

(e) Any reporting responsibility of Florida Municipal Income is and shall remain its responsibility up to and including the date on which it is terminated.

(f) Any transfer taxes payable upon issuance of the Fidelity Municipal Income Shares in a name other than that of the registered holder on Florida Municipal Income's books of the Florida Municipal Income shares constructively exchanged for the Fidelity Municipal Income Shares shall be paid by the person to whom such Fidelity Municipal Income Shares are to be issued, as a condition of such transfer.

4. VALUATION.

(a) The Valuation Time shall be as of the close of business of the New York Stock Exchange on the Closing Date, or such other date as may be mutually agreed upon in writing by the parties hereto (the Valuation Time).

(b) As of the Closing Date, Fidelity Municipal Income will deliver to Florida Municipal Income the number of Fidelity Municipal Income Shares having an aggregate net asset value equal to the value of the assets of Florida Municipal Income transferred hereunder less the liabilities of Florida Municipal Income, determined as provided in this Section 4.

(c) The net asset value per share of the Fidelity Municipal Income Shares to be delivered to Florida Municipal Income, the value of the assets of Florida Municipal Income transferred hereunder, and the value of the liabilities of Florida Municipal Income to be assumed hereunder shall in each case be determined as of the Valuation Time.

(d) The net asset value per share of the Fidelity Municipal Income Shares shall be computed in the manner set forth in the then-current Fidelity Municipal Income Prospectus and Statement of Additional Information, and the value of the assets and liabilities of Florida Municipal Income shall be computed in the manner set forth in the then-current Florida Municipal Income Prospectus and Statement of Additional Information.

(e) All computations pursuant to this Section shall be made by or under the direction of Fidelity Service Company, Inc., a wholly-owned subsidiary of FMR Corp., in accordance with its regular practice as pricing agent for Florida Municipal Income and Fidelity Municipal Income.

5. FEES; EXPENSES.

(a) Florida Municipal Income shall be responsible for all expenses, fees and other charges in connection with the transactions contemplated by this Agreement, provided that they do not exceed the fund's 0.55% expense cap, in effect since February 1, 2005. Expenses exceeding the fund's expense cap will be paid by FMR (but not including costs incurred in connection with the purchase or sale of portfolio securities). Any expenses incurred in connection with the transactions contemplated by this Agreement which may be attributable to Fidelity Municipal Income will be borne by Fidelity Municipal Income.

(b) Each of Fidelity Municipal Income and Florida Municipal Income represents that there is no person who has dealt with it who by reason of such dealings is entitled to any broker's or finder's or other similar fee or commission arising out of the transactions contemplated by this Agreement.

6. CLOSING DATE.

(a) The Reorganization, together with related acts necessary to consummate the same (the Closing), unless otherwise provided herein, shall occur at the principal office of the Trusts, 82 Devonshire Street, Boston, Massachusetts, as of the Valuation Time on October 26, 2007, or at some other time, date, and place agreed to by Florida Municipal Income and Fidelity Municipal Income (the Closing Date).

(b) In the event that on the Closing Date: (i) any of the markets for securities held by the Funds is closed to trading, or (ii) trading thereon is restricted, or (iii) trading or the reporting of trading on said market or elsewhere is disrupted, all so that accurate appraisal of the total net asset value of Florida Municipal Income and the net asset value per share of Fidelity Municipal Income is impracticable, the Valuation Time and the Closing Date shall be postponed until the first business day after the day when such trading shall have been fully resumed and such reporting shall have been restored, or such other date as the parties may agree.

7. SHAREHOLDER MEETING AND TERMINATION OF FLORIDA MUNICIPAL INCOME.

(a) Florida Municipal Income agrees to call a meeting of its shareholders after the effective date of the Registration Statement, to consider transferring its assets to Fidelity Municipal Income as herein provided, adopting this Agreement, and authorizing the liquidation of Florida Municipal Income.

(b) Florida Municipal Income agrees that as soon as reasonably practicable after distribution of the Fidelity Municipal Income Shares, Florida Municipal Income shall be terminated as a series of Fidelity Court Street Trust pursuant to its Amended and Restated Declaration of Trust, any further actions shall be taken in connection therewith as required by applicable law, and on and after the Closing Date Florida Municipal Income shall not conduct any business except in connection with its liquidation and termination.

8. CONDITIONS TO OBLIGATIONS OF FIDELITY MUNICIPAL INCOME.

(a) That Florida Municipal Income furnishes to Fidelity Municipal Income a statement, dated as of the Closing Date, signed by an authorized officer of Fidelity Court Street Trust, certifying that as of the Valuation Time and the Closing Date all representations and warranties of Florida Municipal Income made in this Agreement are true and correct in all material respects and that Florida Municipal Income has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such dates;

(b) That Florida Municipal Income furnishes Fidelity Municipal Income with copies of the resolutions, certified by an authorized officer of Fidelity Court Street Trust, evidencing the adoption of this Agreement and the approval of the transactions contemplated herein by the requisite vote of the holders of the outstanding shares of beneficial interest of Florida Municipal Income;

(c) That, on or prior to the Closing Date, Florida Municipal Income will declare one or more dividends or distributions which, together with all previous such dividends or distributions attributable to its current taxable year, shall have the effect of distributing to the shareholders of Florida Municipal Income substantially all of Florida Municipal Income's investment company taxable income and all of its net realized capital gain, if any, as of the Closing Date;

(d) That Florida Municipal Income shall deliver to Fidelity Municipal Income at the Closing a statement of its assets and liabilities, together with a list of its portfolio securities showing each such security's adjusted tax basis and holding period by lot, with values determined as provided in Section 4 of this Agreement, all as of the Valuation Time, certified on Florida Municipal Income's behalf by its Treasurer or Assistant Treasurer;

(e) That Florida Municipal Income's custodian shall deliver to Fidelity Municipal Income a certificate identifying the assets of Florida Municipal Income held by such custodian as of the Valuation Time on the Closing Date and stating that as of the Valuation Time: (i) the assets held by the custodian will be transferred to Fidelity Municipal Income; (ii) Florida Municipal Income's assets have been duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof; and (iii) to the best of the custodian's knowledge, all necessary taxes in conjunction with the delivery of the assets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made;

(f) That Florida Municipal Income's transfer agent (or sub-transfer agent) shall deliver to Fidelity Municipal Income at the Closing a certificate setting forth the number of shares of Florida Municipal Income outstanding as of the Valuation Time and the name and address of each holder of record of any such shares and the number of shares held of record by each such shareholder;

(g) That Florida Municipal Income calls a meeting of its shareholders to be held after the effective date of the Registration Statement, to consider transferring its assets to Fidelity Municipal Income as herein provided, adopting this Agreement, and authorizing the liquidation and termination of Florida Municipal Income;

(h) That Florida Municipal Income delivers to Fidelity Municipal Income a certificate of an authorized officer of Fidelity Court Street Trust, dated as of the Closing Date, that there has been no material adverse change in Florida Municipal Income's financial position since November 30, 2006, other than changes in the market value of its portfolio securities, or changes due to net redemptions of its shares, dividends paid, or losses from operations; and

(i) That all of the issued and outstanding shares of beneficial interest of Florida Municipal Income shall have been offered for sale and sold in conformity with all applicable state securities laws and, to the extent that any audit of the records of Florida Municipal Income or its transfer agent (or sub-transfer agent) by Fidelity Municipal Income or its agents shall have revealed otherwise, Florida Municipal Income shall have taken all actions that in the opinion of Fidelity Municipal Income are necessary to remedy any prior failure on the part of Florida Municipal Income to have offered for sale and sold such shares in conformity with such laws.

9. CONDITIONS TO OBLIGATIONS OF FLORIDA MUNICIPAL INCOME.

(a) That Fidelity Municipal Income shall have executed and delivered to Florida Municipal Income an Assumption of Liabilities, certified by an authorized officer of Fidelity Municipal Trust, dated as of the Closing Date pursuant to which Fidelity Municipal Income will assume all of the liabilities of Florida Municipal Income existing at the Valuation Time in connection with the transactions contemplated by this Agreement;

(b) That Fidelity Municipal Income furnishes to Florida Municipal Income a statement, dated as of the Closing Date, signed by an authorized officer of Fidelity Municipal Trust, certifying that as of the Valuation Time and the Closing Date all representations and warranties of Fidelity Municipal Income made in this Agreement are true and correct in all material respects, and Fidelity Municipal Income has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such dates; and

(c) That Florida Municipal Income shall have received an opinion of Dechert LLP, counsel to Florida Municipal Income and Fidelity Municipal Income, to the effect that the Fidelity Municipal Income Shares are duly authorized and upon delivery to Florida Municipal Income as provided in this Agreement will be validly issued and will be fully paid and nonassessable by Fidelity Municipal Income (except as disclosed in Fidelity Municipal Income's Statement of Additional Information) and no shareholder of Fidelity Municipal Income has any preemptive right of subscription or purchase in respect thereof.

10. CONDITIONS TO OBLIGATIONS OF FIDELITY MUNICIPAL INCOME AND FLORIDA MUNICIPAL INCOME.

(a) That this Agreement shall have been adopted and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of beneficial interest of Florida Municipal Income;

(b) That all consents of other parties and all other consents, orders, and permits of federal, state, and local regulatory authorities (including those of the Commission and of state Blue Sky and securities authorities, which term as used herein shall include the District of Columbia and Puerto Rico, and including "no action" positions of such federal or state authorities) deemed necessary by Fidelity Municipal Income or Florida Municipal Income to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order, or permit would not involve a risk of a material adverse effect on the assets or properties of Fidelity Municipal Income or Florida Municipal Income, provided that either party hereto may for itself waive any of such conditions;

(c) That all proceedings taken by either Fund in connection with the transactions contemplated by this Agreement and all documents incidental thereto shall be satisfactory in form and substance to it and its counsel, Dechert LLP;

(d) That there shall not be any material litigation pending with respect to the matters contemplated by this Agreement;

(e) That the Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall have been instituted or, to the knowledge of Fidelity Municipal Income and Florida Municipal Income, threatened by the Commission; and

(f) That Fidelity Municipal Income and Florida Municipal Income shall have received an opinion of Dechert LLP satisfactory to Fidelity Municipal Income and Florida Municipal Income that for federal income tax purposes:

(i) The Reorganization will constitute a tax-free reorganization under Section 368(a) of the Code;

(ii) Florida Municipal Income will recognize no gain or loss upon the transfer of substantially all of its assets to Fidelity Municipal Income in exchange solely for Fidelity Municipal Income shares and the assumption by Fidelity Municipal Income of all liabilities of Florida Municipal Income, except that Florida Municipal Income may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code;

(iii) Florida Municipal Income will recognize no gain or loss upon the distribution to its shareholders of the Fidelity Municipal Income shares received by Florida Municipal Income in the Reorganization;

(iv) Fidelity Municipal Income will recognize no gain or loss upon the receipt of the assets of Florida Municipal Income in exchange solely for Fidelity Municipal Income shares and the assumption of all liabilities of Florida Municipal Income;

(v) The adjusted basis to Fidelity Municipal Income of the assets of Florida Municipal Income received by Fidelity Municipal Income in the Reorganization will be the same as the adjusted basis of those assets in the hands of Florida Municipal Income immediately before the exchange;

(vi) Fidelity Municipal Income's holding periods with respect to the assets of Florida Municipal Income that Fidelity Municipal Income acquires in the Reorganization will include the respective periods for which those assets were held by Florida Municipal Income (except where investment activities of Fidelity Municipal Income have the effect of reducing or eliminating a holding period with respect to an asset);

(vii) The Florida Municipal Income shareholders will recognize no gain or loss upon receiving Fidelity Municipal Income shares in exchange solely for Florida Municipal Income shares;

(viii) The aggregate basis of the Fidelity Municipal Income shares received by a Florida Municipal Income shareholder in the Reorganization will be the same as the aggregate basis of the Florida Municipal Income shares surrendered by the Florida Municipal Income shareholder in exchange therefor; and

(ix) A Florida Municipal Income shareholder's holding period for the Fidelity Municipal Income shares received by the Florida Municipal Income shareholder in the Reorganization will include the holding period during which the Florida Municipal Income shareholder held Florida Municipal Income shares surrendered in exchange therefor, provided that the Florida Municipal Income shareholder held such shares as a capital asset on the date of the Reorganization.

Notwithstanding anything herein to the contrary, neither Florida Municipal Income nor Fidelity Municipal Income may waive the conditions set forth in this subsection 10(f).

11. COVENANTS OF FIDELITY MUNICIPAL INCOME AND FLORIDA MUNICIPAL INCOME.

(a) Fidelity Municipal Income and Florida Municipal Income each covenants to operate its respective business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the payment of customary dividends and distributions;

(b) Florida Municipal Income covenants that it is not acquiring the Fidelity Municipal Income Shares for the purpose of making any distribution other than in accordance with the terms of this Agreement;

(c) Florida Municipal Income covenants that it will assist Fidelity Municipal Income in obtaining such information as Fidelity Municipal Income reasonably requests concerning the beneficial ownership of Florida Municipal Income's shares; and

(d) Florida Municipal Income covenants that its liquidation and termination will be effected in the manner provided in its Amended and Restated Declaration of Trust in accordance with applicable law, and after the Closing Date, Florida Municipal Income will not conduct any business except in connection with its liquidation and termination.

12. TERMINATION; WAIVER.

Fidelity Municipal Income and Florida Municipal Income may terminate this Agreement by mutual agreement. In addition, either Fidelity Municipal Income or Florida Municipal Income may at its option terminate this Agreement at or prior to the Closing Date because:

(i) of a material breach by the other of any representation, warranty, or agreement contained herein to be performed at or prior to the Closing Date; or

(ii) a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met.

In the event of any such termination, there shall be no liability for damages on the part of Florida Municipal Income or Fidelity Municipal Income, or their respective Trustees or officers.

13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.

(a) This Agreement supersedes all previous correspondence and oral communications between the parties regarding the subject matter hereof, constitutes the only understanding with respect to such subject matter, may not be changed except by a letter of agreement signed by each party hereto and shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.

(b) This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the respective President, any Vice President, or Treasurer of Fidelity Municipal Income or Florida Municipal Income; provided, however, that following the shareholders' meeting called by Florida Municipal Income pursuant to Section 7 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of Fidelity Municipal Income Shares to be paid to Florida Municipal Income shareholders under this Agreement to the detriment of such shareholders without their further approval.

(c) Either Fund may waive any condition to its obligations hereunder, provided that such waiver does not have any material adverse effect on the interests of such Fund's shareholders.

The representations, warranties, and covenants contained in the Agreement, or in any document delivered pursuant hereto or in connection herewith, shall survive the consummation of the transactions contemplated hereunder.

14. DECLARATIONS OF TRUST.

A copy of each Fund's Amended and Restated Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each Fund as trustees and not individually and that the obligations of each Fund under this instrument are not binding upon any of such Fund's Trustees, officers, or shareholders individually but are binding only upon the assets and property of such Fund. Each Fund agrees that its obligations hereunder apply only to such Fund and not to its shareholders individually or to the Trustees of such Fund.

15. ASSIGNMENT.

This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.

This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by an appropriate officer.

FIDELITY COURT STREET TRUST:
on behalf of Fidelity Florida Municipal Income Fund

/s/ Kimberley H. Monasterio

Kimberley H. Monasterio
Treasurer

FIDELITY MUNICIPAL TRUST:
on behalf of Fidelity Municipal Income Fund

/s/ Kimberley H. Monasterio

Kimberley H. Monasterio
Treasurer

FMR hereby agrees to assume the expenses provided for in accordance with Section 5 of this Agreement.

ACCEPTED AND AGREED:
FIDELITY MANAGEMENT & RESEARCH COMPANY

/s/ JS Wynant

JS Wynant
Vice President

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