<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, 1994
(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
21,118,312 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
21,118,312 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
21,118,312
$
241,631,087
Redemptions See Note (2) :
(21,118,312)
$
(241,631,087)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended December 31, 1994
, aggregated
28,669,547
and $324,429,481
, 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 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, 1994
(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
26,952,836 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
26,952,836 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
26,952,836
$
303,188,813
Redemptions See Note (2) :
(26,952,836)
$
(303,188,813)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended December 31, 1994
, aggregated
34,883,162
and $391,141,887
, 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 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, 1994
(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
10,688,197 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
10,688,197 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
10,688,197
$
123,015,698
Redemptions See Note (2) :
(10,688,197)
$
(123,015,698)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended December 31, 1994
, aggregated
17,972,179
and $202,876,014
, 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 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, 1994
(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
9,067,760 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
9,067,760 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
9,067,760
$
97,124,422
Redemptions See Note (2) :
(9,067,760)
$
(97,124,422)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended December 31, 1994
, aggregated
12,977,467
and $137,252,013
, 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 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, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
103,918,060 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
5,262,758 shares
(iv) Number of Securities Sold During Fiscal Year
99,643,788 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
99,643,788 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
99,643,788
$
792,025,971
Redemptions See Note (2) :
(99,643,788)
$
(792,025,971)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended December 31, 1994
, aggregated
115,325,386
and $917,928,491
, 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, 1994
(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
8,731,920 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
8,731,920 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
8,731,920
$
98,297,570
Redemptions See Note (2) :
(8,731,920)
$
(98,297,570)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended December 31, 1994
, aggregated
15,641,231
and $174,126,840
, 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 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, 1994
(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
4,493,816 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
4,493,816 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
4,493,816
$
46,579,000
Redemptions See Note (2) :
(4,493,816)
$
(46,579,000)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended December 31, 1994
, aggregated
8,802,430
and $89,828,981
, 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
:
Spartan Pennsylvania Municipal High Yield Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
February 15, 1995
Mr. John Costello, Assistant Treasurer
Fidelity Municipal Trust (the trust)
Fidelity Aggressive Tax-Free Portfolio
Fidelity Insured Tax-Free Portfolio
Fidelity Michigan Tax-Free High Yield
Portfolio
Fidelity Minnesota Tax-Free Portfolio
Fidelity Ohio Tax-Free High Yield Portfolio
Fidelity Municipal Bond Portfolio
Spartan Pennsylvania Municipal High Yield
Portfolio (the funds)
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 an November 22, 1976, but was
reorganized as 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 dated March 1, 1986, changing the name
of the trust from "Fidelity Municipal Bond
Fund" to "Fidelity Municipal Trust," filed
with the Secretary of the Commonwealth on
March 6, 1986. Additional Supplements to the
Declaration of Trust dated January 21, 1987
and November 30, 1988 were filed with the
Secretary of the Commonwealth of
Massachusetts on those dates. An Amended and
Restated Declaration of Trust dated March 17,
1994 was filed with the Secretary of the
Commonwealth on April 14, 1994.
I have conducted such legal and factual
inquiry as I deem necessary for the purpose
of rendering this opinion.
Capitalized terms used herein, and not
otherwise herein defined, are used as defined
in the Declaration of Trust.
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 September 10, 1976 and
amended on February 22, 1985, the Board of
Trustees authorized the issue and sale from
time to time, of an unlimited number of
shares of beneficial interest of the trust in
accordance with the terms included in the
current Registration Statement 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 intends to file with
the Securities and Exchange Commission a
notice making definite the registration of
180,696,629 shares of the trust (the Shares)
sold in reliance upon Rule 24f-2 during the
fiscal year ended December 31, 1994.
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 fund's Statements of Additional
Information under the headings "Shareholder
and Trustee Liability." 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
Arthur S. Loring, Esq
Vice President - Legal
