<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Municipal Trust
(Name of Registrant)
File No. 2-55725
</PAGE>
<PAGE>
FILE NO. 2-55725
Fidelity Municipal Trust
: Fidelity Aggressive Tax Free Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
21,911,612 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
21,911,612 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
21,911,612
$
269,831,566
Redemptions:
(13,691,472)
$
(169,641,184)
Net Sales Pursuant to Rule 24f-2:
8,220,140
$
100,190,382
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $34,548.65
Fidelity Municipal Trust
:
Fidelity Aggressive Tax Free Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-55725
Fidelity Municipal Trust
: Fidelity Insured Tax Free Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
26,281,608 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
26,281,608 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
26,281,608
$
322,573,485
Redemptions:
(23,612,917)
$
(290,587,864)
Net Sales Pursuant to Rule 24f-2:
2,668,691
$
31,985,621
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $11,029.60
Fidelity Municipal Trust
:
Fidelity Insured Tax Free Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-55725
Fidelity Municipal Trust
: Fidelity Michigan Tax Free High Yield Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
18,029,885 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
18,029,885 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
18,029,885
$
223,810,116
Redemptions:
(14,614,309)
$
(182,619,793)
Net Sales Pursuant to Rule 24f-2:
3,415,576
$
41,190,323
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $14,203.66
Fidelity Municipal Trust
:
Fidelity Michigan Tax Free High Yield Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-55725
Fidelity Municipal Trust
: Fidelity Minnesota Tax Free High Yield Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
11,442,704 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
11,442,704 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
11,442,704
$
128,301,957
Redemptions:
(8,949,771)
$
(100,553,675)
Net Sales Pursuant to Rule 24f-2:
2,492,933
$
27,748,282
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $9,568.44
Fidelity Municipal Trust
:
Fidelity Minnesota Tax Free High Yield Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-55725
Fidelity Municipal Trust
: Fidelity Municipal Bond Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
99,188,859 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
4,729,201 shares
(iv) Number of Securities Sold During Fiscal Year
66,163,270 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
66,163,270 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
66,163,270
$
581,372,437
Redemptions See Note (2) :
(66,163,270)
$
(581,372,437)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended December 31, 1993
, aggregated
71,389,958
and $630,380,411
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Municipal Trust
:
Fidelity Municipal Bond Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-55725
Fidelity Municipal Trust
: Fidelity Ohio Tax Free High Yield Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
13,275,725 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
13,275,725 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
13,275,725
$
158,431,961
Redemptions:
(10,764,781)
$
(128,728,993)
Net Sales Pursuant to Rule 24f-2:
2,510,944
$
29,702,968
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $10,242.47
Fidelity Municipal Trust
:
Fidelity Ohio Tax Free High Yield Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-55725
Fidelity Municipal Trust
: Spartan Pennsylvania Municipal High Yield Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
7,686,940 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
7,686,940 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
7,686,940
$
84,285,725
Redemptions:
(4,571,521)
$
(50,344,647)
Net Sales Pursuant to Rule 24f-2:
3,115,419
$
33,941,078
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $11,703.90
Fidelity Municipal Trust
:
Spartan Pennsylvania Municipal High Yield Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
February 16, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Municipal Trust
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Municipal Trust (the trust) is a Massachusetts business trust
created pursuant to a written Declaration of Trust executed on June 22,
1984 and filed with the Secretary of the Commonwealth of
Massachusetts (the "Commonwealth") on July 11, 1984. The trust was
originally organized as a Maryland Corporation (November 22, 1976),
but was reorganized to a Massachusetts business trust on August 1,
1984, at which time the trust's name was changed from "Fidelity
Municipal Bond Fund, Inc." to "Fidelity Municipal Bond Fund." The
Declaration of Trust was supplemented by a written Supplement dated
January 14, 1985 and filed with the Secretary of the Commonwealth on
February 1, 1985. In addition, a Supplement to the Declaration of
Trust, indicating the name change from "Fidelity Municipal Bond Fund"
to "Fidelity Municipal Trust," dated March 1, 1986 was filed with the
Secretary of the Commonwealth on March 6, 1986. A Supplement to
the Declaration of Trust dated January 21, 1987 was filed with the
Secretary of the Commonwealth on that date. A Supplement to the
Declaration of Trust dated November 30, 1988 was filed with the
Secretary of the Commonwealth of Massachusetts on that date.
I have conducted such legal and factual inquiry as I deem necessary for
the purpose of rendering this opinion.
Under Article III, Section 1 of the Declaration of Trust, the beneficial
interest in the trust shall be divided into such transferable shares of one
or more separate and distinct Series as the Trustees shall from time to
time create and establish. The number of Shares is unlimited and each
Share shall be without par value and shall be fully paid and
nonassessable. The Trustees shall have full power and authority, in their
sole discretion and without obtaining any prior authorization or vote of
the Shareholders of the trust to create and establish (and to change in any
manner) Shares with such preferences, voting powers, rights and
privileges as the Trustees may from time to time determine, to divide or
combine the Shares into a greater or lesser number, to classify or
reclassify any issued Shares into one or more Series of Shares, to abolish
any one or more Series of Shares, and to take such other action with
respect to the Shares as the Trustee may deem desirable.
Under Article III, Section 4, the trustees shall accept investments in the
trust from such persons and on such terms as they may from time to time
authorize. Such investments may be in the form of cash or securities in
which the appropriate Series is authorized to invest, valued as provided
in Article X, Section 3. After the date of the initial contribution of
capital, the number of shares to represent the initial contribution may in
the Trustees' discretion be considered as outstanding and the amount
received by the Trustees on account of the contribution shall be treated
as an asset of the trust. Subsequent investments in the trust shall be
credited to each Shareholder's account in the form of full Shares at the
Net Asset Value per Share next determined after the investment is
received; provided, however, that the Trustees may, in their sole
discretion, (a) impose a sales charge upon investments in the trust and
(b) issue fractional shares.
By a vote adopted on March 1, 1974 and amended on February 22,
1985, the Board of Trustees authorized the issue and sale of an unlimited
number of shares of beneficial interest of this trust in accordance with
the terms included in the Registration Statements and subject to the
limitations of the Declaration of Trust and any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the trust has registered an indefinite number of
shares of beneficial interest under the Securities Act of 1933. I further
understand that, pursuant to the provisions of Rule 24f-2, the trust is
about to file with the Securities and Exchange Commission a notice
making definite the registration of 164,791,744 shares of the trust (the
Shares) sold in reliance upon Rule 24f-2 during the trust's fiscal year
ended December 31, 1993.
I am of the opinion that all necessary trust action precedent to the issue
of the Shares has been duly taken, and that all the Shares were legally
and validly issued and are fully paid and nonassessable except as
described in the trust's Statements of Additional Information under the
headings "Description of the Trust." In rendering this opinion, I rely on
the representation by the trust that it or its agent received consideration
for the Shares in accordance with the trust's Declaration of Trust, and I
express no opinion as to compliance with the Securities Act of 1933, the
Investment Company Act of 1940 or applicable state "Blue Sky" or state
securities laws in connection with the sale of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice which
you are about to file under the 1940 Act with said Commission.
Very truly yours,
/s/Arthur S. Loring, Esq
Arthur S. Loring, Esq
Vice President - Legal
