N-CSR 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-3361

Fidelity Massachusetts Municipal Trust
(Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices)       (Zip code)

Scott C. Goebel, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:

January 31

 

 

Date of reporting period:

January 31, 2010

Item 1. Reports to Stockholders

Fidelity®
Massachusetts AMT
Tax-Free Money Market Fund -

Massachusetts AMT Tax-Free
Money Market
Institutional Class
Service Class

Annual Report

January 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes/
Performance

<Click Here>

A summary of major shifts in the fund's investments over the past six months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Proxy Voting Results

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com, or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Abigail_P_Johnson)

Dear Shareholder:

The turnaround in global capital markets that marked most of 2009 stalled in early 2010, as investors considered the risks to a sustained recovery, including increased political uncertainty, high unemployment, weak consumer spending and potential inflation on the horizon. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The chairman's signature appears here.)

Abigail P. Johnson

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2009 to January 31, 2010).

Actual Expenses

The first line of the accompanying table for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, the Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Annual Report

 

Annualized Expense Ratio

Beginning
Account Value
August 1, 2009

Ending
Account Value
January 31, 2010

Expenses Paid
During Period
*
August 1, 2009
to January 31, 2010

Massachusetts AMT Tax-Free Money Market

.30%

 

 

 

Actual

 

$ 1,000.00

$ 1,000.20

$ 1.51

HypotheticalA

 

$ 1,000.00

$ 1,023.69

$ 1.53

Institutional Class

.22%

 

 

 

Actual

 

$ 1,000.00

$ 1,000.60

$ 1.11

HypotheticalA

 

$ 1,000.00

$ 1,024.10

$ 1.12

Service Class

.33%

 

 

 

Actual

 

$ 1,000.00

$ 1,000.10

$ 1.66 **

HypotheticalA

 

$ 1,000.00

$ 1,023.54

$ 1.68 **

A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

** If certain fees were not voluntarily waived by FMR or its affiliates during the period, the annualized expense ratio and the expenses paid in the actual and hypothetical examples above would have been as follows:

 

Annualized Expense Ratio

Expenses
Paid

Service Class

.47%

 

Actual

 

$ 2.37

HypotheticalA

 

$ 2.40

Annual Report

Investment Changes/Performance (Unaudited)

Maturity Diversification

Days

% of fund's investments 1/31/10

% of fund's investments 7/31/09

% of fund's investments 1/31/09

0 - 30

90.0

89.9

86.3

31 - 90

3.0

2.8

5.5

91 - 180

6.3

2.1

3.8

181 - 397

0.7

5.2

4.4

Weighted Average Maturity

 

1/31/10

7/31/09

1/31/09

Fidelity Massachusetts AMT Tax-Free Money Market Fund

18 Days

23 Days

25 Days

Massachusetts Tax-Free Money Market Funds Average*

22 Days

25 Days

24 Days

Asset Allocation (% of fund's net assets)

As of January 31, 2010

As of July 31, 2009

fid93

Variable Rate
Demand Notes
(VRDNs) 75.3%

 

fid93

Variable Rate
Demand Notes
(VRDNs) 73.4%

 

fid96

Commercial Paper (including CP Mode) 5.0%

 

fid96

Commercial Paper (including CP Mode) 6.1%

 

fid99

Tender Bonds 2.0%

 

fid99

Tender Bonds 1.7%

 

fid102

Municipal Notes 8.8%

 

fid102

Municipal Notes 5.5%

 

fid105

Fidelity Tax-Free
Cash Central Fund 8.6%

 

fid105

Fidelity Tax-Free
Cash Central Fund 10.4%

 

fid108

Other Investments 0.4%

 

fid108

Other Investments 2.6%

 

fid111

Net Other Assets** (0.1)%

 

fid113

Net Other Assets 0.3%

 

fid115

**Net Other Assets are not included in the pie chart.

*Source: iMoneyNet, Inc.

Annual Report

Current and Historical Seven-Day Yields

 

2/1/10

11/2/09

8/3/09

4/27/09

2/2/09

Massachusetts AMT Tax-Free Money Market

.01%

.01%

.15%

.38%

.26%

Current and Historical Seven-Day Yields

 

2/1/10

11/2/09

8/3/09

4/27/09

2/2/09

Institutional Class

.05%

.11%

.25%

.48%

.37%

Current and Historical Seven-Day Yields

 

2/1/10

11/2/09

8/3/09

4/27/09

2/2/09

Service Class

.01%

.01%

.01%

.23%

.12%

Yield refers to the income paid by the fund over a given period. Yields for money market funds are usually for seven-day periods, as they are here, though they are expressed as annual percentage rates. Past performance is no guarantee of future results. Yield will vary and it is possible to lose money by investing in the fund. A portion of the Fund's expenses were reimbursed and/or waived. Absent such reimbursements and/or waivers, the Fund would have had a net investment loss and therefore its performance would have been lower.

Annual Report

Investments January 31, 2010

Showing Percentage of Net Assets

Municipal Securities - 100.1%

Principal Amount

Value

Arizona - 0.1%

Arizona Health Facilities Auth. Rev. (Banner Health Sys. Proj.) Series 2008 E, 0.26%, LOC Landesbank Baden-Wuert, VRDN (a)

$ 2,200,000

$ 2,200,000

Florida - 0.5%

Florida Hsg. Fin. Corp. Multi-family Mtg. Rev. (Mariner's Cay Apts. Proj.) Series 2008 M, 0.2%, LOC Fannie Mae, VRDN (a)

2,000,000

2,000,000

Palm Beach County Rev. (The Norton Gallery and School of Arts, Inc. Proj.) Series 2000, 0.27%, LOC Bank of America NA, VRDN (a)

1,300,000

1,300,000

Putnam County Dev. Auth. Poll. Cont. Rev. (Florida Pwr. & Lt. Co. Proj.) Series 1994, 0.25%, VRDN (a)

2,200,000

2,200,000

Sunshine State Govt. Fing. Commission Rev. Series L, 0.25% 2/3/10, LOC Dexia Cr. Local de France, CP

4,462,000

4,462,000

 

9,962,000

Georgia - 1.2%

Gainesville & Hall County Hosp. Auth. Rev. (Northeast Georgia Health Sys., Inc. Proj.):

Series 2008 E, 0.27%, LOC Landesbank Baden-Wuert, VRDN (a)

16,600,000

16,600,000

Series 2008 H, 0.27%, LOC Landesbank Baden-Wuert, VRDN (a)

6,855,000

6,855,000

 

23,455,000

Maryland - 0.9%

Chestertown Econ. Dev. Rev. (Washington College Proj.) Series 2008 A, 0.75%, LOC RBS Citizens NA, VRDN (a)

3,600,000

3,600,000

Maryland Health & Higher Edl. Facilities Auth. Rev. (Mercy Med. Ctr. Proj.) Series 2007 B, 0.21%, LOC Bank of America NA, VRDN (a)

14,500,000

14,500,000

 

18,100,000

Massachusetts - 87.7%

Boston Gen. Oblig. Bonds Series 2009 A, 2% 4/1/10

5,755,000

5,767,560

Chatham Gen. Oblig. BAN 1.5% 6/30/10

4,700,000

4,716,577

Eclipse Fdg. Trust Various States Participating VRDN Series Solar 06 108, 0.17% (Liquidity Facility U.S. Bank NA, Minnesota) (a)(d)

9,300,000

9,300,000

Falmouth Gen. Oblig. BAN 1.5% 7/16/10

19,792,000

19,882,813

Framingham Gen. Oblig. BAN:

Series 2009 B, 1.5% 6/18/10

7,476,000

7,502,787

1.5% 4/16/10

2,545,000

2,550,540

Lexington Gen. Oblig. BAN 1.25% 2/25/10

2,081,490

2,082,300

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Lincoln Gen. Oblig. BAN 1.5% 5/14/10

$ 4,000,000

$ 4,010,895

Marlborough Gen. Oblig. BAN 1.5% 6/25/10

7,874,958

7,906,492

Massachusetts Participating VRDN Series Clipper 07 18, 0.23% (Liquidity Facility State Street Bank & Trust Co., Boston) (a)(d)

54,600,000

54,600,000

Massachusetts Bay Trans. Auth. Series 1999, 0.27% (Liquidity Facility Landesbank Baden-Wuert), VRDN (a)

22,895,000

22,895,000

Massachusetts Bay Trans. Auth. Assessment Rev. Participating VRDN Series DC 8031, 0.23% (Liquidity Facility Dexia Cr. Local de France) (a)(d)

9,300,000

9,300,000

Massachusetts Bay Trans. Auth. Sales Tax Rev.:

Participating VRDN:

Series DC 8030, 0.23% (Liquidity Facility Dexia Cr. Local de France) (a)(d)

5,880,000

5,880,000

Series DCL 08 26, 0.23% (Liquidity Facility Dexia Cr. Local de France) (a)(d)

13,100,000

13,100,000

Series DCL 08 28, 0.23% (Liquidity Facility Dexia Cr. Local de France) (a)(d)

9,010,000

9,010,000

Series DCL 08 29, 0.23% (Liquidity Facility Dexia Cr. Local de France) (a)(d)

5,500,000

5,500,000

Series PT 4140, 0.2% (Liquidity Facility Bayerische Hypo-und Vereinsbank AG) (a)(d)

17,725,000

17,725,000

Series PT 4368, 0.16% (Liquidity Facility Wells Fargo & Co.) (a)(d)

5,000,000

5,000,000

Series A, 0.35% 2/1/10 (Liquidity Facility Banco Bilbao Vizcaya Argentaria SA), CP

6,000,000

6,000,000

Massachusetts Dev. Fin. Agcy. Rev.:

(Abby Kelley Foster Charter Pub. School Proj.) Series 2008, 0.2%, LOC TD Banknorth, NA, VRDN (a)

5,000,000

5,000,000

(Alliance of Massachusetts, Inc. Proj.) Series 2001 A, 0.2%, LOC Banco Santander SA, VRDN (a)

3,600,000

3,600,000

(Babson College Proj.) Series 2008 A, 0.2%, LOC Fed. Home Ln. Bank of Boston, VRDN (a)

9,600,000

9,600,000

(Boston Univ. Proj.):

Series U-5B, 0.16%, LOC Fed. Home Ln. Bank of Boston, VRDN (a)

15,185,000

15,185,000

Series U5A, 0.2%, LOC Fed. Home Ln. Bank of Boston, VRDN (a)

7,370,000

7,370,000

Series U6E, 0.15%, LOC Bank of Nova Scotia New York Branch, VRDN (a)

22,830,000

22,830,000

(Childrens Museum Proj.) Series 2006, 0.22%, LOC RBS Citizens NA, VRDN (a)

14,100,000

14,100,000

(City Year Proj.) Series 2006, 0.19%, LOC Bank of America NA, VRDN (a)

8,500,000

8,500,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts Dev. Fin. Agcy. Rev.: - continued

(Ed. Lawrence Academy Proj.) Series 2003 A, 0.19%, LOC Bank of America NA, VRDN (a)

$ 2,475,000

$ 2,475,000

(Edgewood Retirement Cmnty. Proj.):

Series 2000 A, 0.22%, LOC Bank of America NA, VRDN (a)

4,700,000

4,700,000

Series 2008, 0.22%, LOC Bank of America NA, VRDN (a)

7,340,000

7,340,000

(Institute of Contemporary Art Proj.) Series 2004 A, 0.18%, LOC Bank of America NA, VRDN (a)

3,700,000

3,700,000

(Int'l. Fund For Animal Welfare, Inc. Proj.) Series 2006, 0.19%, LOC Bank of America NA, VRDN (a)

13,060,000

13,060,000

(Judge Rotenburg Ctr. Proj.) 0.18%, LOC Bank of America NA, VRDN (a)

1,700,000

1,700,000

(Lasell Village Proj.) Series 2007, 0.2%, LOC Bank of America NA, VRDN (a)

19,380,000

19,380,000

(Mary Ann Morse Healthcare Proj.) Series 2007, 0.2%, LOC Banco Santander SA, VRDN (a)

8,300,000

8,300,000

(Masonic Nursing Home Proj.) Series 2002 B, 0.15%, LOC TD Banknorth, NA, VRDN (a)

16,700,000

16,700,000

(Neighborhood House Charter Proj.) Series 2003 A, 0.2%, LOC Bank of America NA, VRDN (a)

7,100,000

7,100,000

(Newton Country Day School Proj.):

Series 2000, 0.2%, LOC Bank of America NA, VRDN (a)

6,785,000

6,785,000

Series 2005, 0.2%, LOC Bank of America NA, VRDN (a)

10,280,000

10,280,000

(Olin College Proj.) Series 2008 C2, 0.22%, LOC RBS Citizens NA, VRDN (a)

13,100,000

13,100,000

(Saint Mark's School Proj.) Series 2004, 0.2%, LOC Bank of America NA, VRDN (a)

7,305,000

7,305,000

(Simmons College Proj.) Series G, 0.17%, LOC TD Banknorth, NA, VRDN (a)

9,775,000

9,775,000

(The May Institute, Inc. Proj.) Series 2006, 0.23%, LOC Banco Santander SA, VRDN (a)

5,085,000

5,085,000

(Third Sector New England, Inc. Proj.) Series 2004 A, 0.2%, LOC Bank of America NA, VRDN (a)

17,335,000

17,335,000

(Worcester Polytechnic Institute Proj.) Series A, 0.19%, LOC TD Banknorth, NA, VRDN (a)

22,375,000

22,375,000

(YMCA of Greater Boston Proj.):

Series 2004 A, 0.2%, LOC Fed. Home Ln. Bank of Boston, VRDN (a)

8,400,000

8,400,000

Series 2007, 0.2%, LOC Fed. Home Ln. Bank of Boston, VRDN (a)

8,345,000

8,345,000

Series 2001, 0.35% 2/8/10, LOC JPMorgan Chase Bank, CP

4,397,000

4,397,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts Dev. Fin. Agcy. Rev.: - continued

Series A, 0.15%, LOC Banco Santander SA, VRDN (a)

$ 7,000,000

$ 7,000,000

Massachusetts Gen. Oblig.:

Bonds Series 2002 A, 5.5% 2/1/10

2,740,000

2,740,000

Participating VRDN:

Series Clipper 07 06, 0.23% (Liquidity Facility State Street Bank & Trust Co., Boston) (a)(d)

17,900,000

17,900,000

Series Clipper 07 39, 0.23% (Liquidity Facility State Street Bank & Trust Co., Boston) (a)(d)

26,900,000

26,900,000

Series EGL 07 0149, 0.19% (Liquidity Facility Citibank NA) (a)(d)

10,500,000

10,500,000

Series MS 1186, 0.2% (Liquidity Facility Rabobank Nederland) (a)(d)

5,476,500

5,476,500

Series Putters 2022, 0.25% (Liquidity Facility JPMorgan Chase Bank) (a)(d)

13,955,000

13,955,000

Series Putters 2648, 0.25% (Liquidity Facility JPMorgan Chase Bank) (a)(d)

3,700,000

3,700,000

Series Putters 3620, 0.25% (Liquidity Facility JPMorgan Chase Bank) (a)(d)

2,850,000

2,850,000

Series Putters 3635, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(d)

5,595,000

5,595,000

Series SG 126, 0.17% (Liquidity Facility Societe Generale) (a)(d)

4,510,000

4,510,000

(Central Artery Proj.):

Series 2000 A, 0.2% (Liquidity Facility Landesbank Baden-Wuert), VRDN (a)

20,000,000

20,000,000

Series 2000 B, 0.17% (Liquidity Facility State Street Bank & Trust Co., Boston), VRDN (a)

1,805,000

1,805,000

RAN:

Series 2009 A, 2.5% 4/29/10

14,600,000

14,674,646

Series 2009 B, 2.5% 5/27/10

48,800,000

49,129,677

Series 2009 C, 2.5% 6/24/10

12,900,000

13,005,785

Series 1997 B, 0.25% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (a)

37,145,000

37,145,000

Series 1998 A, 0.19% (Liquidity Facility JPMorgan Chase Bank), VRDN (a)

47,860,000

47,860,000

Series 2001 B, 0.18% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (a)

57,100,000

57,100,000

Series 2001 C, 0.18% (Liquidity Facility State Street Bank & Trust Co., Boston), VRDN (a)

20,200,000

20,200,000

Series 2006 A, 0.22% (Liquidity Facility Dexia Cr. Local de France), VRDN (a)

1,600,000

1,600,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts Health & Edl. Facilities Auth. Rev.:

Bonds:

(Northeastern Univ. Proj.) Series 2008 T3, 1%, tender 2/18/10 (a)

$ 23,300,000

$ 23,300,000

(Partners HealthCare Sys. Proj.) Series 2008 H2:

0.23% tender 2/2/10, CP mode

18,000,000

18,000,000

0.37% tender 6/8/10, CP mode

7,020,000

7,020,000

0.49% tender 2/3/10, CP mode

7,200,000

7,200,000

(Univ. of Massachusetts Proj.) Series 2000 A, 0.85%, tender 4/1/10 (a)

6,600,000

6,600,000

(Williams College Proj.) Series 2006 M, 0.53%, tender 4/7/10 (a)

9,000,000

9,000,000

Participating VRDN:

Series BA 08 3320, 0.18% (Liquidity Facility Bank of America NA) (a)(d)

7,190,000

7,190,000

Series BA 08 3503, 0.18% (Liquidity Facility Bank of America NA) (a)(d)

5,550,000

5,550,000

Series BBT 08 54, 0.18% (Liquidity Facility Branch Banking & Trust Co.) (a)(d)

2,165,000

2,165,000

Series BBT 08 56, 0.18% (Liquidity Facility Branch Banking & Trust Co.) (a)(d)

10,000,000

10,000,000

Series BC 10 16W, 0.18% (Liquidity Facility Barclays Bank PLC) (a)(d)

1,000,000

1,000,000

Series Clipper 07 08, 0.2% (Liquidity Facility State Street Bank & Trust Co., Boston) (a)(d)

4,200,000

4,200,000

Series Floaters 3115, 0.2% (Liquidity Facility Morgan Stanley) (a)(d)

8,990,000

8,990,000

Series PT 4633, 0.18% (Liquidity Facility Deutsche Postbank AG) (a)(d)

15,760,000

15,760,000

Series Putters 3163, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(d)

9,655,000

9,655,000

Series Putters 3529, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(d)

11,000,000

11,000,000

Series Putters 3530, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(d)

12,495,000

12,495,000

Series ROC II R 10414, 0.19% (Liquidity Facility Citibank NA) (a)(d)

3,775,000

3,775,000

Series ROC II R 10416, 0.19% (Liquidity Facility Citibank NA) (a)(d)

24,050,000

24,050,000

Series SGB 42, 0.19% (Liquidity Facility Societe Generale) (a)(d)

8,700,000

8,700,000

(Baystate Health Sys. Proj.) Series 2009 J1, 0.17%, LOC JPMorgan Chase Bank, VRDN (a)

8,800,000

8,800,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts Health & Edl. Facilities Auth. Rev.: - continued

(Baystate Med. Ctr. Proj.) Series 2005 G, 0.19%, LOC Bank of America NA, VRDN (a)

$ 43,835,000

$ 43,835,000

(Boston Univ. Proj.) Series H, 0.17%, LOC State Street Bank & Trust Co., Boston, VRDN (a)

1,260,000

1,260,000

(CIL Realty of Massachusetts Proj.) Series 2007, 0.16%, LOC HSBC Bank USA, NA, VRDN (a)

8,500,000

8,500,000

(Endicott College Proj.) Series 2004 D, 0.18%, LOC Bank of America NA, VRDN (a)

6,500,000

6,500,000

(Harvard Univ. Proj.):

Series BB 0.2%, VRDN (a)

6,500,000

6,500,000

Series Y, 0.16%, VRDN (a)

1,500,000

1,500,000

(Harvard Vanguard Med. Associates Proj.) Series 2004, 0.2%, LOC TD Banknorth, NA, VRDN (a)

30,480,000

30,480,000

(Home for Little Wanderers Proj.) Series B, 0.17%, LOC Fed. Home Ln. Bank of Boston, VRDN (a)

3,835,000

3,835,000

(Massachusetts Institute of Technology Proj.):

Series 2001 J1, 0.2%, VRDN (a)

7,300,000

7,300,000

Series 2001 J2, 0.16%, VRDN (a)

3,150,000

3,150,000

(Northeast Hosp. Corp. Proj.) Series 2004 G, 0.18%, LOC JPMorgan Chase Bank, VRDN (a)

9,800,000

9,800,000

(Northeastern Univ. Proj.) Series 2008 W, 0.17%, LOC TD Banknorth, NA, VRDN (a)

9,800,000

9,800,000

(Williams College Proj.) Series I, 0.16%, VRDN (a)

2,214,000

2,214,000

Series 2009 O-1, 0.18%, LOC Fed. Home Ln. Bank of Boston, VRDN (a)

16,000,000

16,000,000

Series B, 0.7%, LOC RBS Citizens NA, VRDN (a)

7,320,000

7,320,000

0.32% 6/15/10, CP

8,180,000

8,180,000

Massachusetts Hsg. Fin. Agcy. Hsg. Rev. Participating VRDN Series Putters 3145, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(d)

15,550,000

15,550,000

Massachusetts Hsg. Fin. Agcy. Multi-Family Rev. Series 2009 A, 0.18%, LOC Bank of America NA, VRDN (a)

4,900,000

4,900,000

Massachusetts Indl. Fin. Agcy. Poll. Cont. Rev. Bonds (New England Pwr. Co. Proj.):

Series 1993 A, 0.75% tender 2/3/10, CP mode

7,600,000

7,600,000

Series 1993 B, 0.8% tender 2/10/10, CP mode

12,500,000

12,500,000

Massachusetts Indl. Fin. Agcy. Rev.:

(Goddard House Proj.) 0.19%, LOC Bank of America NA, VRDN (a)

10,440,000

10,440,000

(Society for the Prevention of Cruelty to Animals Proj.) Series 1997, 0.2%, LOC Bank of America NA, VRDN (a)

4,725,000

4,725,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts Port Auth. Rev.:

Series 2003 A, 0.3% 4/9/10, LOC Bank of New York, New York, CP

$ 10,000,000

$ 10,000,000

Series 2008 A, 0.19%, LOC Bank of America NA, VRDN (a)

11,900,000

11,900,000

Massachusetts School Bldg. Auth. Dedicated Sales Tax Rev. Participating VRDN:

Series EGL 07 0033, 0.19% (Liquidity Facility Citibank NA) (a)(d)

19,800,000

19,800,000

Series EGL 07 0067, 0.19% (Liquidity Facility Citibank NA) (a)(d)

19,100,000

19,100,000

Series EGL 07 0092, 0.19% (Liquidity Facility Citibank NA) (a)(d)

15,700,000

15,700,000

Series Putters 1052Z, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(d)

2,995,000

2,995,000

Series Putters 1197, 0.23% (Liquidity Facility JPMorgan Chase Bank) (a)(d)

6,305,000

6,305,000

Series Putters 1920, 0.25% (Liquidity Facility JPMorgan Chase Bank) (a)(d)

7,985,000

7,985,000

Series Putters 2286, 0.25% (Liquidity Facility JPMorgan Chase Bank) (a)(d)

14,510,000

14,510,000

Series Putters 2857, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(d)

8,545,000

8,545,000

Massachusetts Wtr. Poll. Abatement Trust Participating VRDN:

Series BBT 08 58, 0.18% (Liquidity Facility Branch Banking & Trust Co.) (a)(d)

12,430,000

12,430,000

Series PT 4644, 0.18% (Liquidity Facility Deutsche Postbank AG) (a)(d)

5,500,000

5,500,000

Series Putters 2847, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(d)

890,000

890,000

Massachusetts Wtr. Resources Auth. Wtr. & Swr. Rev.:

Participating VRDN:

Series DCL 07 001, 0.23% (Liquidity Facility Dexia Cr. Local de France) (a)(d)

13,765,000

13,765,000

Series EGL 06 0097, 0.19% (Liquidity Facility Citibank NA) (a)(d)

15,345,000

15,345,000

Series MS 2935, 0.3% (Liquidity Facility Bayerische Hypo-und Vereinsbank AG) (a)(d)

11,461,000

11,461,000

Series Putters 2848, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(d)

5,895,000

5,895,000

Series 1994:

0.2% 2/10/10, LOC Bayerische Landesbank Girozentrale, CP

7,500,000

7,500,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts Wtr. Resources Auth. Wtr. & Swr. Rev.: - continued

Series 1994:

0.4% 3/12/10, LOC Bayerische Landesbank Girozentrale, CP

$ 4,700,000

$ 4,700,000

Series 2008 C, 0.35% (Liquidity Facility Bayerische Landesbank), VRDN (a)

18,100,000

18,100,000

Series 2008 F, 0.17% (Liquidity Facility Bank of Nova Scotia New York Branch), VRDN (a)

9,110,000

9,110,000

Nantucket Gen. Oblig. BAN 1.75% 2/26/10

9,602,235

9,609,087

Scituate Gen. Oblig. BAN Series A, 1% 3/19/10

4,182,000

4,184,368

Univ. of Massachusetts Bldg. Auth. Facilities Rev. Series 2008 1, 0.19%, LOC Lloyds TSB Bank PLC, VRDN (a)

88,200,000

88,200,000

Univ. of Massachusetts Bldg. Auth. Rev. Series 2008 3, 0.2%, LOC Bank of America NA, VRDN (a)

46,800,000

46,800,000

Westborough Gen. Oblig. BAN 1.75% 8/27/10

13,765,658

13,859,597

Weston Gen. Oblig. BAN 1.5% 2/5/10

17,328,166

17,329,884

 

1,688,056,508

Nevada - 0.1%

Clark County Arpt. Rev. Series 2008 D2, 0.27%, LOC Landesbank Baden-Wuert, VRDN (a)

2,500,000

2,500,000

North Carolina - 0.2%

North Carolina Ports Auth. Port Facilities Rev. Series 2008, 0.2%, LOC Branch Banking & Trust Co., VRDN (a)

3,500,000

3,500,000

Pennsylvania - 0.2%

Pennsylvania Higher Edl. Facilities Auth. Rev. (Marywood Univ. Proj.) Series 2005 A, 0.19%, LOC PNC Bank NA, Pittsburgh, VRDN (a)

1,900,000

1,900,000

Philadelphia Auth. for Indl. Dev. Rev. (Spl. People Northeast, Inc. Proj.) Series 2006, 0.37%, LOC Citizens Bank of Pennsylvania, VRDN (a)

1,055,000

1,055,000

 

2,955,000

Rhode Island - 0.6%

Rhode Island Health and Edl. Bldg. Corp. Higher Ed. Facility Rev. (Rhode Island School of Design Proj.) Series 2008 A, 0.21%, LOC Bank of America NA, VRDN (a)

11,575,000

11,575,000

Municipal Securities - continued

Shares

Value

Other - 8.6%

Fidelity Tax-Free Cash Central Fund, 0.19% (b)(c)

165,068,389

$ 165,068,389

TOTAL INVESTMENT PORTFOLIO - 100.1%

(Cost $1,927,371,897)

1,927,371,897

NET OTHER ASSETS - (0.1)%

(2,276,904)

NET ASSETS - 100%

$ 1,925,094,993

Security Type Abbreviations

BAN - BOND ANTICIPATION NOTE

CP - COMMERCIAL PAPER

RAN - REVENUE ANTICIPATION NOTE

VRDN - VARIABLE RATE DEMAND NOTE

Legend

(a) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(b) Information in this report regarding holdings by state and security types does not reflect the holdings of the Fidelity Tax-Free Cash Central Fund.

(c) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(d) Provides evidence of ownership in one or more underlying municipal bonds.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Tax-Free Cash Central Fund

$ 550,350

Other Information

All investments are categorized as Level 2 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

 

January 31, 2010

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $1,762,303,508)

$ 1,762,303,508

 

Fidelity Central Funds (cost $165,068,389)

165,068,389

 

Total Investments (cost $1,927,371,897)

 

$ 1,927,371,897

Cash

87,761

Receivable for investments sold

8,555,000

Receivable for fund shares sold

11,991,968

Interest receivable

2,488,423

Distributions receivable from Fidelity Central Funds

27,439

Receivable from investment adviser for expense reductions

59,761

Other receivables

277

Total assets

1,950,582,526

 

 

 

Liabilities

Payable for investments purchased

$ 5,200,000

Payable for fund shares redeemed

19,870,514

Distributions payable

9,358

Accrued management fee

333,567

Distribution fees payable

191

Other affiliated payables

73,903

Total liabilities

25,487,533

 

 

 

Net Assets

$ 1,925,094,993

Net Assets consist of:

 

Paid in capital

$ 1,924,935,939

Accumulated undistributed net realized gain (loss) on investments

159,054

Net Assets

$ 1,925,094,993

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

 

January 31, 2010

 

 

 

Massachusetts AMT Tax-Free Money Market:
Net Asset Value
, offering price and redemption price per share ($441,770,602 ÷ 441,422,071 shares)

$ 1.00

 

 

 

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,474,462,716 ÷ 1,473,845,405 shares)

$ 1.00

 

 

 

Service Class:
Net Asset Value
, offering price and redemption price per share ($8,861,675 ÷ 8,858,008 shares)

$ 1.00

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended January 31, 2010

 

 

 

Investment Income

 

 

Interest

 

$ 10,946,123

Income from Fidelity Central Funds

 

550,350

Total income

 

11,496,473

 

 

 

Expenses

Management fee

$ 4,698,822

Transfer agent fees

1,442,767

Distribution fees

23,554

Independent trustees' compensation

8,472

Money Market Guarantee Program Fee

846,334

Total expenses before reductions

7,019,949

Expense reductions

(973,277)

6,046,672

Net investment income

5,449,801

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

141,320

Net increase in net assets resulting from operations

$ 5,591,121

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended January 31,
2010

Year ended January 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 5,449,801

$ 57,791,549

Net realized gain (loss)

141,320

430,269

Net increase in net assets resulting
from operations

5,591,121

58,221,818

Distributions to shareholders from net investment income

(5,451,875)

(57,789,747)

Distributions to shareholders from net realized gain

(71,853)

(147,614)

Total distributions

(5,523,728)

(57,937,361)

Share transactions - net increase (decrease)

(768,991,812)

(1,131,456,287)

Total increase (decrease) in net assets

(768,924,419)

(1,131,171,830)

 

 

 

Net Assets

Beginning of period

2,694,019,412

3,825,191,242

End of period

$ 1,925,094,993

$ 2,694,019,412

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Massachusetts AMT Tax-Free Money Market

Years ended January 31,
2010
2009
2008
2007
2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

Net investment income

  .002

  .016

  .033

  .031

  .022

Net realized and unrealized gain (loss) D

  -

  -

  -

  -

  -

Total from investment operations

  .002

  .016

  .033

  .031

  .022

Distributions from net investment income

  (.002)

  (.016)

  (.033)

  (.031)

  (.022)

Distributions from net realized gain

  - D

  - D

  - D

  - D

  -

Total distributions

  (.002)

  (.016)

  (.033)

  (.031)

  (.022)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return A

  .15%

  1.64%

  3.35%

  3.15%

  2.19%

Ratios to Average Net Assets B, C

 

 

 

 

Expenses before reductions

  .34%

  .32%

  .34%

  .43%

  .43%

Expenses net of fee waivers, if any

  .33%

  .32%

  .33%

  .40%

  .40%

Expenses net of all reductions

  .33%

  .27%

  .26%

  .32%

  .32%

Net investment income

  .16%

  1.66%

  3.30%

  3.11%

  2.20%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 441,771

$ 638,141

$ 855,065

$ 1,831,864

$ 1,388,517

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

C Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed or waived or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement and waivers but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

D Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Institutional Class

Years ended January 31,
2010
2009
2008 E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

Net investment income

  .002

  .017

  .027

Net realized and unrealized gain (loss) G

  -

  -

  -

Total from investment operations

  .002

  .017

  .027

Distributions from net investment income

  (.002)

  (.017)

  (.027)

Distributions from net realized gain G

  -

  -

  -

Total distributions

  (.002)

  (.017)

  (.027)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

Total Return B, C

  .25%

  1.74%

  2.72%

Ratios to Average Net Assets D, F

 

 

 

Expenses before reductions

  .29%

  .27%

  .25% A

Expenses net of fee waivers, if any

  .24%

  .22%

  .20% A

Expenses net of all reductions

  .24%

  .17%

  .15% A

Net investment income

  .25%

  1.76%

  3.34% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 1,474,463

$ 2,049,073

$ 2,920,504

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E For the period April 18, 2007 (commencement of sale of shares) to January 31, 2008.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed or waived or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement and waivers but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights - Service Class

Years ended January 31,
2010
2009
2008 E

Selected Per-Share Data

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

Net investment income

  .001

  .015

  .025

Net realized and unrealized gain (loss) G

  -

  -

  -

Total from investment operations

  .001

  .015

  .025

Distributions from net investment income

  (.001)

  (.015)

  (.025)

Distributions from net realized gain G

  -

  -

  -

Total distributions

  (.001)

  (.015)

  (.025)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

Total Return B, C

  .07%

  1.49%

  2.52%

Ratios to Average Net Assets D, F

 

 

 

Expenses before reductions

  .53%

  .52%

  .49% A

Expenses net of fee waivers, if any

  .41%

  .46%

  .45% A

Expenses net of all reductions

  .41%

  .42%

  .39% A

Net investment income

  .08%

  1.51%

  2.72% A

Supplemental Data

 

 

 

Net assets, end of period (000 omitted)

$ 8,862

$ 6,805

$ 49,623

A Annualized

B Total returns for periods of less than one year are not annualized.

C Total returns would have been lower had certain expenses not been reduced during the periods shown.

D Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

E For the period April 18, 2007 (commencement of sale of shares) to January 31, 2008.

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed or waived or reductions from expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements, waivers or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee waivers reflect expenses after reimbursement and waivers but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

G Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended January 31, 2010

1. Organization.

Fidelity Massachusetts AMT Tax-Free Money Market Fund (the Fund) is a fund of Fidelity Massachusetts Municipal Trust (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Fund offers Massachusetts AMT Tax-Free Money Market, Institutional Class and Service Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Investment income, realized and unrealized capital gains and losses, the common expenses of the Fund, and certain fund-level expense reductions, if any, are allocated on a pro-rata basis to each class based on the relative net assets of each class to the total net assets of the Fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

2. Investments in Fidelity Central Funds.

The Fund may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Fund's Schedule of Investments lists each of the Fidelity Central Funds held as of period end, if any, as an investment of the Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Fund indirectly bears its proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Fund's Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates.

Annual Report

3. Significant Accounting Policies - continued

The following summarizes the significant accounting policies of the Fund:

Security Valuation. The Fund categorizes the inputs to valuation techniques used to value its investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the fund's own assumptions based on the best information available)

As permitted by compliance with certain conditions under Rule 2a-7 of the 1940 Act, securities are valued at amortized cost, which approximates value and are categorized as Level 2 in the hierarchy.

Investment Transactions and Income. The net asset value per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Security transactions, including the Fund's investment activity in the Fidelity Central Funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

The Fund participated in the U.S. Treasury Department's Temporary Guarantee Program for Money Market Funds (the "Program") through September 18, 2009. The Fund paid the U.S. Treasury Department fees equal to 0.04% based on the number of shares outstanding as of September 19, 2008 to participate in the Program through September 18, 2009. The expense was borne by the Fund without regard to any expense limitation in effect for the Fund.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders. Each year, the Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of January 31, 2010, the Fund did not have any unrecognized tax benefits in the accompanying financial statements. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the Fund claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to deferred trustees compensation.

The Fund purchases municipal securities whose interest, in the opinion of the issuer, is free from federal income tax. There is no assurance that the IRS will agree with this opinion. In the event the IRS determines that the issuer does not comply with relevant tax requirements, interest payments from a security could become federally taxable, possibly retroactively to the date the security was issued.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows:

Gross unrealized appreciation

$ -

Gross unrealized depreciation

-

Net unrealized appreciation (depreciation)

$ -

 

 

Tax Cost

$ 1,927,371,897

The tax-based components of distributable earnings as of period end were as follows:

Undistributed tax-exempt income

$ 159,248

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

 

January 31, 2010

January 31, 2010

Tax-exempt Income

$ 5,451,875

$ 57,789,747

Ordinary Income

21,170

-

Long-term Capital Gains

50,683

147,614

Total

$ 5,523,728

$ 57,937,361

4. Fees and Other Transactions with Affiliates.

Management Fee and Expense Contract. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee that is based on an annual rate of .20% of the Fund's average net assets. FMR pays all other fund-level expenses, except the compensation of the independent Trustees and certain exceptions such as interest expense.

In addition, under the expense contract, FMR pays class level expenses for Massachusetts AMT Tax-Free Money Market so that the total expenses do not exceed .35%, expressed as a percentage of class average net assets, with certain exceptions such as interest expense.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the Fund has adopted separate Distribution and Service Plans for each class of shares. Service Class pays Fidelity Distributors Corporation (FDC), an affiliate of FMR, a Service Fee based on an annual percentage of Service Class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the Fund and providing shareholder support services. For the period, the Service Fee rate, total service fees and amounts retained by FDC were as follows:

 

Service
Fee

Total Fees *

Retained
by FDC

Service Class

.25%

$ 23,554

$ 2,003

* During the period, FMR or its affiliates waived a portion of these fees.

Transfer Agent and Accounting Fees. Citibank, N.A. (Citibank) is the custodian, transfer agent, and shareholder servicing agent for the Fund. Citibank has entered into a sub-arrangement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, under which FIIOC performs the activities associated with the Fund's transfer, dividend disbursing and shareholder servicing agent functions. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, transfer agent fees for each class were as follows:

Annual Report

Notes to Financial Statements - continued

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent and Accounting Fees - continued

 

Amount **

% of
Average
Net Assets

Massachusetts AMT Tax-Free Money Market

$ 531,773

.10

Institutional Class

906,283

.05

Service Class

4,711

.05

 

$ 1,442,767

 

** During the period, FMR or its affiliates waived a portion of these fees.

Citibank also has a sub-arrangement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR, under which FSC maintains the Fund's accounting records. The fee is based on the level of average net assets for the month.

5. Expense Reductions.

FMR contractually agreed to reimburse Institutional Class and Service Class to the extent annual operating expenses, expressed as a percentage of each class' average net assets, exceed .20% and .45%, respectively. Some expenses, for example interest expense and the fee for participating in the U.S. Treasury Department's Temporary Guarantee Program, are excluded from this reimbursement. During the period, this reimbursement reduced Institutional Class and Service Class expenses by $908,075 and $4,569, respectively.

FMR or its affiliates voluntarily agreed to waive certain fees during the period. The amount of the waiver for each class is as follows:

 

Amount

Massachusetts AMT Tax-Free Money Market

$ 38,608

Institutional Class

3,435

Service Class

7,312

In addition, through arrangements with the Fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During the period, these credits reduced the Fund's expenses by $11,278.

Annual Report

6. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Years ended January 31,

2010

2009

From net investment income

 

 

Massachusetts AMT Tax-Free Money Market

$ 870,433

$ 12,920,983

Institutional Class

4,575,441

44,509,611

Service Class

6,001

359,153

Total

$ 5,451,875

$ 57,789,747

From net realized gain

 

 

Massachusetts AMT Tax-Free Money Market

$ 16,687

$ 35,203

Institutional Class

54,917

112,067

Service Class

249

344

Total

$ 71,853

$ 147,614

7. Share Transactions.

Transactions for each class of shares at a $1.00 per share were as follows:

Years ended January 31,

2010

2009

Massachusetts AMT Tax-Free Money Market
Shares sold

 

167,970,353

 

659,862,417

Reinvestment of distributions

821,400

12,133,153

Shares redeemed

(365,109,480)

(888,948,627)

Net increase (decrease)

(196,317,727)

(216,953,057)

Institutional Class
Shares sold

 

517,997,762

 

2,004,213,721

Reinvestment of distributions

3,815,239

37,385,503

Shares redeemed

(1,096,541,886)

(2,913,285,902)

Net increase (decrease)

(574,728,885)

(871,686,678)

Service Class
Shares sold

 

18,571,844

 

33,384,645

Reinvestment of distributions

1,484

25,971

Shares redeemed

(16,518,528)

(76,227,168)

Net increase (decrease)

2,054,800

(42,816,552)

8. Other.

The Fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Massachusetts Municipal Trust and Shareholders of Fidelity Massachusetts AMT Tax-Free Money Market Fund:

We have audited the accompanying statement of assets and liabilities of Fidelity Massachusetts AMT Tax-Free Money Market Fund (the Fund), a fund of Fidelity Massachusetts Municipal Trust, including the schedule of investments, as of January 31, 2010, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of January 31, 2010, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Massachusetts AMT Tax-Free Money Market Fund as of January 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

March 12, 2010

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund's performance. Except for James C. Curvey, each of the Trustees oversees 188 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Fund's Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates ("Statement of Policy"). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also meet regularly in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The funds' Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds' activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the funds' business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or through FMR, its affiliates and other service providers, the funds' exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the funds' activities, oversight is exercised primarily through the Operations and Audit Committees. Appropriate personnel, including but not limited to the funds' Chief Compliance Officer ("CCO"), FMR's internal auditor, the independent accountants, the funds' Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Fund's Trustees."

Annual Report

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (48)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal and Workplace Investing (2005-present). Ms. Johnson is a Director of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (74)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-
present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for each fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (67)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). He also served as President and Chief Executive Officer of Tyco Capital Corporation (2001-2002). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (58)

 

Year of Election or Appointment: 2010

Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (63)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present) and AGL Resources, Inc. (holding company). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (55)

 

Year of Election or Appointment: 2009

Prior to his retirement, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (70)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for each fund.

Executive Officers:

Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

John R. Hebble (51)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Boyce I. Greer (53)

 

Year of Election or Appointment: 2005 or 2006

Vice President of Fidelity's Fixed Income Funds (2006) and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President and a Director of Fidelity Investments Money Management, Inc. (2007-present), and an Executive Vice President of FMR and FMR Co., Inc. (2005-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Robert P. Brown (46)

 

Year of Election or Appointment: 2010

Vice President of Fidelity's Money Market Funds. Mr. Brown also serves as President, Money Market Group of FMR (2010-present) and is an employee of Fidelity Investments.

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (42)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker is an employee of Fidelity Investments (2007-
present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Stephanie J. Dorsey (40)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Gary W. Ryan (51)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Distributions (Unaudited)

The fund hereby designates as a capital gain dividend with respect to the taxable year ended, January 31, 2010, $29,175, or, if subsequently determined to be different, the net capital gain of such year.

During fiscal year ended 2010, 100% of the fund's income dividends was free from federal income tax, and 0% of the fund's income dividends was subject to the federal alternative minimum tax.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on August 14, 2009. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.A

 

# of
Votes

% of
Votes

James C. Curvey

Affirmative

4,648,389,032.15

94.719

Withheld

259,163,654.19

5.281

TOTAL

4,907,552,686.34

100.000

Albert R. Gamper, Jr.

Affirmative

4,677,208,938.31

95.306

Withheld

230,343,748.03

4.694

TOTAL

4,907,552,686.34

100.000

Abigail P. Johnson

Affirmative

4,668,111,507.17

95.121

Withheld

239,441,179.17

4.879

TOTAL

4,907,552,686.34

100.000

Arthur E. Johnson

Affirmative

4,675,370,528.52

95.269

Withheld

232,182,157.82

4.731

TOTAL

4,907,552,686.34

100.000

Michael E. Kenneally

Affirmative

4,683,454,150.28

95.434

Withheld

224,098,536.06

4.566

TOTAL

4,907,552,686.34

100.000

James H. Keyes

Affirmative

4,681,676,716.90

95.397

Withheld

225,875,969.44

4.603

TOTAL

4,907,552,686.34

100.000

Marie L. Knowles

Affirmative

4,673,624,930.52

95.233

Withheld

233,927,755.82

4.767

TOTAL

4,907,552,686.34

100.000

 

# of
Votes

% of
Votes

Kenneth L. Wolfe

Affirmative

4,678,330,980.10

95.329

Withheld

229,221,706.24

4.671

TOTAL

4,907,552,686.34

100.000

PROPOSAL 2

To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.A

 

# of
Votes

% of
Votes

Affirmative

3,957,138,917.49

80.633

Against

654,406,742.96

13.335

Abstain

229,994,032.00

4.687

Broker
Non-Votes

66,012,993.89

1.345

TOTAL

4,907,552,686.34

100.000

A Denotes trust-wide proposal and voting results.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Massachusetts AMT Tax-Free Money Market Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for the fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of the fund's Advisory Contracts, including the services and support provided to the fund and its shareholders. The Board has established three standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of the fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of the fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its September 2009 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew the fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to the fund and its shareholders (including the investment performance of the fund); (ii) the competitiveness of the fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with the fund; (iv) the extent to which economies of scale would be realized as the fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for the fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contract is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in the fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that the fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in this fund, managed by Fidelity.

Annual Report

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the fund's investment personnel and the fund's investment objective and discipline. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. In response to the recent financial crisis, Fidelity took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board specifically noted Fidelity's response to the 2008 credit market crisis. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. In addition, the Board considered the trading resources that are an integral part of the fixed-income portfolio management investment process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for the fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, the fund's compliance policies and procedures.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether the fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed the fund's absolute investment performance for each class, as well as the fund's relative investment performance for each class measured against a peer group of mutual funds deemed appropriate by the Board over multiple periods. The following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, as available, the cumulative total returns of Fidelity Massachusetts AMT Tax-Free Money Market (retail class) and Service Class of the fund and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The returns of Fidelity Massachusetts AMT Tax-Free Money Market (retail class) and Service Class show the performance of the highest performing class (based on five-year performance) and the lowest performing class (based on one-year performance), respectively. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten numbers noted below each chart correspond to the percentile box and represent the percentage of funds in the peer group whose performance was equal to or lower than that of the class indicated.

Annual Report

Fidelity Massachusetts AMT Tax-Free Money Market Fund

fid117

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of Fidelity Massachusetts AMT Tax-Free Money Market (retail class) of the fund was in the second quartile for the one-year period and the first quartile for the three- and five-year periods. The Board considered that the variations in performance among the fund's classes reflect the variations in class expenses, which result in lower performance for higher expense classes. The Board also reviewed the fund's performance during 2009.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented recent market events, the Board concluded that the nature, extent, and quality of the services provided to the fund will benefit the fund's shareholders, particularly in light of the Board's view that the fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered the fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the chart below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than the fund's. For example, a TMG % of 10% means that 90% of the funds in the Total Mapped Group had higher management fees than the fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which the fund's management fee ranked, is also included in the chart and considered by the Board. For a more meaningful comparison of management fees, the fund is compared on the basis of a hypothetical "net management fee," which is derived by subtracting payments made by FMR for "fund-level" non-management expenses (including pricing and bookkeeping fees and custody fees) from the fund's management fee. In this regard, the Board realizes that net management fees can vary from year to year because of differences in "fund-level" non-management expenses. The Board noted, however, that FMR does not pay transfer agent fees or other "class-level" expenses (including 12b-1 fees, if applicable) under the fund's management contract.

Annual Report

Fidelity Massachusetts AMT Tax-Free Money Market Fund

fid119

The Board noted that the fund's hypothetical net management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008.

Furthermore, the Board considered that it had approved an amended and restated management contract for the fund (effective April 1, 2007) that (i) lowered the fund's management fee from 43 basis points to 20 basis points, and (ii) provides that FMR will pay all "fund-level" expenses out of the management fee, with certain limited exceptions. (Transfer agent fees and 12b-1 fees, if applicable, currently are the only "class-level" expenses.) The Board considered that the chart reflects the fund's lower management fee for 2007 as if the lower fee were in effect for the entire year.

Based on its review, the Board concluded that the fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each class's total expenses, the Board considered the fund's hypothetical net management fee as well as the fund's all-inclusive fee. The Board also considered other "fund-level" expenses, such as pricing and bookkeeping fees and custodial, legal, and audit fees. The Board also considered other "class-level" expenses, such as transfer agent fees and fund-paid 12b-1 fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each class of the fund compared to competitive fund median expenses. Each class of the fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board noted that the total expenses of each of Fidelity Massachusetts AMT Tax-Free Money Market (retail class) and Institutional Class ranked below its competitive median for 2008 and the total expenses of Service Class ranked above its competitive median for 2008. The Board noted that the fund offers multiple classes, each of which has a different 12b-1 fee structure, and that the multiple structures are intended to offer a range of pricing options for the intermediary market. The Board also noted that the total expenses of the classes vary primarily by the level of their 12b-1 fees, although differences in transfer agent fees may also cause expenses to vary from class to class.

The Board also considered that the current contractual arrangements for the fund (i) have the effect of setting the total "fund-level" expenses (including, among certain other expenses, the management fee) for each class at 20 basis points, (ii) set the "class-level" transfer agent fee for Fidelity Massachusetts AMT Tax-Free Money Market (retail class) at a fixed rate of 10 basis points, and (iii) limit the total expenses of Fidelity Massachusetts AMT Tax-Free Money Market (retail class) to 35 basis points. The fees and expenses payable under these contractual arrangements may not be increased without the approval of the Board and, in the case of (i) and (iii), the shareholders of the applicable class. Institutional Class and Service Class (which commenced operations on April 17, 2007) are subject to different "class-level" expenses (transfer agent fees and 12b-1 fees). In addition, the Board considered that, effective April 18, 2007, FMR contractually agreed to limit the total expenses of Institutional Class and Service Class to 20 basis points and 45 basis points, respectively. The fees and expenses payable under these contractual arrangements may not be increased without Board approval.

In its review, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that the total expenses of each class of the fund were reasonable, although in one case above the median of the universe presented for comparison, in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing the fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for the fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

Annual Report

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the fund's business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of the fund and determined that the amount of profit is a fair entrepreneurial profit for the management of the fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which the fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

In February 2009, the Board created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability, and the extent to which current market conditions have affected retention and recruitment; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (viii) explanations for the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that the fund's Advisory Contracts should be renewed.

Annual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)

Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

fid121For mutual fund and brokerage trading.

fid123For quotes.*

fid125For account balances and holdings.

fid127To review orders and mutual
fund activity.

fid129To change your PIN.

fid131fid133To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Annual Report

To Visit Fidelity

For directions and hours, 
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

15445 N. Scottsdale Road
Scottsdale, AZ

17550 North 75th Avenue
Glendale, AZ

5330 E. Broadway Blvd
Tucson, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

601 Larkspur Landing Circle
Larkspur, CA

2000 Avenue of the Stars
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16656 Bernardo Ctr. Drive
Rancho Bernardo, CA

1220 Roseville Parkway
Roseville, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

11943 El Camino Real
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

1200 Wilshire Boulevard
Santa Monica, CA

398 West El Camino Real
Sunnyvale, CA

111 South Westlake Blvd
Thousand Oaks, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6326 Canoga Avenue
Woodland Hills, CA

2211 Michelson Drive
Irvine, CA

Colorado

281 East Flatiron Circle
Broomfield, CO

1625 Broadway
Denver, CO

9185 Westview Road
Lone Tree, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

1261 Post Road
Fairfield, CT

Delaware

400 Delaware Avenue
Wilmington, DE

Florida

175 East Altamonte Drive
Altamonte Springs, FL

1400 Glades Road
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

4671 Town Center Parkway
Jacksonville, FL

8880 Tamiami Trail, North
Naples, FL

230 Royal Palm Way
Palm Beach, FL

3501 PGA Boulevard
Palm Beach Gardens, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

2465 State Road 7
Wellington, FL

Georgia

3242 Peachtree Road
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

401 North Michigan Avenue
Chicago, IL

One Skokie Valley Road
Highland Park, IL

1415 West 22nd Street
Oak Brook, IL

15105 S LaGrange Road
Orland Park, IL

1572 East Golf Road
Schaumburg, IL

1823 Freedom Drive
Naperville, IL

Indiana

8480 Keystone Crossing
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

610 York Road
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

238 Main Street
Cambridge, MA

200 Endicott Street
Danvers, MA

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Annual Report

405 Cochituate Road
Framingham, MA

551 Boston Turnpike
Shrewsbury, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 N. Old Woodward Ave.
Birmingham, MI

30200 Northwestern Hwy.
Farmington Hills, MI

43420 Grand River Avenue
Novi, MI

3480 28th Street
Grand Rapids, MI

2425 S. Linden Road STE E
Flint, MI

Minnesota

7740 France Avenue South
Edina, MN

8342 3rd Street North
Oakdale, MN

Missouri

1524 South Lindbergh Blvd.
St. Louis, MO

Nevada

2225 Village Walk Drive
Henderson, NV

New Jersey

501 Route 73 South
Marlton, NJ

150 Essex Street
Millburn, NJ

35 Morris Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Broad Street
Shrewsbury, NJ

New Mexico

2261 Q Street NE
Albuquerque, NM

New York

1130 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

980 Madison Avenue
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

799 Central Park Avenue
Scarsdale, NY

3349 Monroe Avenue
Rochester, NY

North Carolina

4611 Sharon Road
Charlotte, NC

7011 Fayetteville Road
Durham, NC

Ohio

3805 Edwards Road
Cincinnati, OH

1324 Polaris Parkway
Columbus, OH

1800 Crocker Road
Westlake, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

7493 SW Bridgeport Road
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

10 Memorial Boulevard
Providence, RI

Tennessee

3018 Peoples Street
Johnson City, TN

7628 West Farmington Blvd.
Germantown, TN

2035 Mallory Lane
Franklin, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6560 Fannin Street
Houston, TX

1701 Lake Robbins Drive
The Woodlands, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

1576 East Southlake Blvd.
Southlake, TX

15600 Southwest Freeway
Sugar Land, TX

139 N. Loop 1604 East
San Antonio, TX

Utah

279 West South Temple
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

11957 Democracy Drive
Reston, VA

Washington

10500 NE 8th Street
Bellevue, WA

1518 6th Avenue
Seattle, WA

304 Strander Blvd
Tukwila, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

16020 West Bluemound Road
Brookfield, WI

Annual Report

Investment Adviser

Fidelity Management & Research
Company

Boston, MA

Sub-Advisers

Fidelity Investments Money
Management, Inc.

FIL Investment Advisors

Fidelity Research & Analysis Company

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Citibank, N.A.

New York, NY

Fidelity Investments Institutional
Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774 (8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) fid135 1-800-544-5555

fid135 Automated line for quickest service

SMA-UANN-0310
1.853999.102

fid138

Fidelity® Massachusetts
Municipal Income Fund

and

Fidelity Massachusetts Municipal
Money Market Fund

Annual Report

January 31, 2010

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

The Chairman's message to shareholders

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Fidelity Massachusetts Municipal Income Fund

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past six months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Fidelity Massachusetts Municipal Money Market Fund

Investment Changes/Performance

<Click Here>

A summary of major shifts in the fund's investments over the past six months and one year.

Investments

<Click Here>

A complete list of the fund's investments.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

 

Trustees and Officers

<Click Here>

 

Distributions

<Click Here>

 

Proxy Voting Results

<Click Here>

 

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

 

Annual Report

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit http://www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at http://www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR LLC or an affiliated company.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the funds. This report is not authorized for distribution to prospective investors in the funds unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent holdings listing, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com or http://www.advisor.fidelity.com, as applicable.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the funds nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Abigail_P_Johnson)

Dear Shareholder:

The turnaround in global capital markets that marked most of 2009 stalled in early 2010, as investors considered the risks to a sustained recovery, including increased political uncertainty, high unemployment, weak consumer spending and potential inflation on the horizon. Financial markets are always unpredictable, of course, but there also are several time-tested investment principles that can help put the odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There can be tax advantages and cost benefits to consider as well. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best-performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or by phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

(The chairman's signature appears here.)

Abigail P. Johnson

Annual Report

Shareholder Expense Example

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (August 1, 2009 to January 31, 2010).

Actual Expenses

The first line of the accompanying table for each fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, each Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Hypothetical Example for Comparison Purposes

The second line of the accompanying table for each fund provides information about hypothetical account values and hypothetical expenses based on a fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount. In addition, each Fund, as a shareholder in the underlying Fidelity Central Funds, will indirectly bear its pro-rata share of the fees and expenses incurred by the underlying Fidelity Central Funds. These fees and expenses are not included in the Fund's annualized expense ratio used to calculate the expense estimate in the table below.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Annual Report

Shareholder Expense Example - continued

 

Annualized Expense Ratio

Beginning
Account Value
August 1, 2009

Ending
Account Value
January 31, 2010

Expenses Paid
During Period
*
August 1, 2009
to January 31, 2010

Fidelity Massachusetts Municipal Income Fund

.45%

 

 

 

Actual

 

$ 1,000.00

$ 1,046.90

$ 2.32

HypotheticalA

 

$ 1,000.00

$ 1,022.94

$ 2.29

Fidelity Massachusetts Municipal Money Market Fund

.33%

 

 

 

Actual

 

$ 1,000.00

$ 1,000.10

$ 1.66**

HypotheticalA

 

$ 1,000.00

$ 1,023.54

$ 1.68**

A 5% return per year before expenses

* Expenses are equal to each Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

** If certain fees were not voluntarily waived by FMR or its affiliates during the period, the annualized expense ratio for the Massachusetts Municipal Money Market Fund would have been .53% and the expenses paid in the actual and hypothetical examples above would have been $2.67 and $2.70, respectively.

Annual Report

Fidelity Massachusetts Municipal Income Fund

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value, if any) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended January 31, 2010

Past 1
year

Past 5
years

Past 10
years

Fidelity® Massachusetts Municipal Income Fund

9.34%

3.93%

5.67%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® Massachusetts Municipal Income Fund on January 31, 2000. The chart shows how the value of your investment would have changed, and also shows how the Barclays Capital Municipal Bond Index performed over the same period.

fid156

Annual Report

Fidelity Massachusetts Municipal Income Fund

Management's Discussion of Fund Performance

Market Recap: The municipal bond market posted some of its strongest one-year returns in decades during the 12 months ending January 31, 2010, driven largely by improving supply and demand factors. Munis began the period under some pressure due to heavy selling by investors who sought the safety of U.S. Treasuries, as well as in response to the credit downgrades of bond insurers and heavy new issuance from state and local governments looking to offset budget shortfalls. But beginning in April 2009, munis staged an impressive rebound despite the challenging conditions they faced on the fiscal front. Supply pressures eased with the introduction of "Build America Bonds," which often afforded issuers cheaper financing in the taxable bond market than was available in the muni market. At the same time, investor demand for munis strengthened as the doom and gloom surrounding the global financial system and economy began to moderate. These developments helped mask the unprecedented financial challenges that most muni issuers faced, as revenues declined rapidly. For the 12 months overall, the Barclays Capital Municipal Bond Index - a performance measure of more than 46,000 investment-grade, fixed-rate, tax-exempt bonds - rose 9.49%. By comparison, the overall investment-grade taxable debt market, as measured by the Barclays Capital U.S. Aggregate Bond Index, gained 8.51%.

Comments from Christine Thompson, Portfolio Manager of Fidelity® Massachusetts Municipal Income Fund: For the year, the fund returned 9.34% and the Barclays Capital Massachusetts 3+ Year Enhanced Municipal Bond Index returned 8.91%. Key contributors to the fund's outperformance included overweighted positions in transportation and higher education bonds, both of which outpaced the benchmark. Transportation bonds benefited from reform that created a single, unified authority that is expected to result in significant cost savings and improved financial health for many issuers. Higher education bonds were helped by consistently solid student demand for higher education, as well as strong investor demand for the bonds. My decision to underweight prerefunded and escrowed bonds - which are backed by U.S. government securities - also aided the fund's relative performance. They lagged as investors increasingly turned to riskier assets. In contrast, a smaller-than-index weighting in housing bonds hurt performance. They rallied fairly strongly in response to investors' improved appetite for risk. Detracting from performance was the fund's overweighting in high-coupon callable bonds - those that carry interest rates above prevailing rates and feature a call option allowing the issuer to redeem them before maturity. These bonds lagged the overall muni market due to comparatively lower demand for them.

The views expressed above reflect those of the portfolio manager(s) only through the end of the period as stated on the cover of this report and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Fidelity Massachusetts Municipal Income Fund

Investment Changes (Unaudited)

Top Five Sectors as of January 31, 2010

 

% of fund's
net assets

% of fund's net assets
6 months ago

General Obligations

23.2

21.9

Special Tax

20.1

18.4

Education

14.1

14.7

Water & Sewer

13.5

13.6

Transportation

13.1

14.4

Weighted Average Maturity as of January 31, 2010

 

 

6 months ago

Years

7.8

8.9

The weighted average maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding or redemption provision.

Duration as of January 31, 2010

 

 

6 months ago

Years

7.8

7.8

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Quality Diversification (% of fund's net assets)

As of January 31, 2010

As of July 31, 2009

fid93

AAA 12.7%

 

fid93

AAA 13.6%

 

fid99

AA,A 75.6%

 

fid99

AA,A 73.3%

 

fid102

BBB 7.7%

 

fid102

BBB 7.5%

 

fid105

BB and Below 0.6%

 

fid105

BB and Below 0.7%

 

fid108

Not Rated 2.7%

 

fid108

Not Rated 2.6%

 

fid113

Short-Term
Investments and
Net Other Assets 0.7%

 

fid113

Short-Term
Investments and
Net Other Assets 2.3%

 

fid170

We have used ratings from Moody's® Investors Service, Inc. Where Moody's ratings are not available, we have used S&P® ratings. All ratings are as of the report date and do not reflect subsequent downgrades.

Annual Report

Fidelity Massachusetts Municipal Income Fund

Investments January 31, 2010

Showing Percentage of Net Assets

Municipal Bonds - 99.3%

 

Principal Amount

Value

Guam - 0.3%

Guam Ed. Fing. Foundation Ctfs. of Prtn.:

Series 2006 A, 5% 10/1/23

$ 2,740,000

$ 2,637,414

Series 2008:

4.625% 10/1/11

735,000

752,265

5.375% 10/1/14

1,150,000

1,239,378

5.875% 10/1/18

1,900,000

2,079,835

 

6,708,892

Massachusetts - 95.7%

Ashland Gen. Oblig. 5.25% 5/15/19 (AMBAC Insured)

1,300,000

1,419,938

Auburn Gen. Oblig. 5.125% 6/1/23 (AMBAC Insured)

1,305,000

1,388,872

Boston Gen. Oblig.:

Series 2005 A, 5% 1/1/17

1,005,000

1,123,379

Series 2007 A, 5% 3/1/22

2,335,000

2,589,889

Series 2007 B, 5% 3/1/21

7,335,000

8,204,491

Boston Spl. Oblig. (Boston City Hosp. Issue Proj.):

5% 8/1/16 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

9,705,000

10,156,185

5% 8/1/17 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

7,990,000

8,322,384

5% 8/1/18 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

6,200,000

6,427,788

Boston Wtr. & Swr. Commission Rev.:

Series 2009 A:

5% 11/1/25

1,725,000

1,899,122

5% 11/1/26

1,500,000

1,642,800

5% 11/1/28

2,195,000

2,378,985

Sr. Series A:

5.25% 11/1/19

10,325,000

11,847,318

5.75% 11/1/13

1,390,000

1,523,482

Braintree Gen. Oblig. Series 2009:

5% 5/15/23

5,000,000

5,490,000

5% 5/15/24

5,050,000

5,515,913

Bridgewater-Raynham Reg'l. School District:

5% 6/15/18 (FSA Insured)

1,475,000

1,568,869

5% 6/15/19 (FSA Insured)

1,535,000

1,625,765

Brockton Gen. Oblig.:

5% 4/1/15 (FSA Insured)

1,000,000

1,124,440

5% 4/1/16 (FSA Insured)

1,000,000

1,119,460

Brookline Gen. Oblig. 5.75% 4/1/15

1,045,000

1,063,476

Dracut Gen. Oblig.:

5% 5/15/16 (AMBAC Insured)

1,400,000

1,499,568

5% 5/15/19 (AMBAC Insured)

1,000,000

1,048,020

Freetown Lakeville Reg'l. School District 5% 1/1/21 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

2,265,000

2,378,658

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Hopedale Gen. Oblig. 5% 11/15/19 (AMBAC Insured)

$ 1,000,000

$ 1,057,630

Littleton Gen. Oblig. 5% 1/15/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,380,000

1,463,545

Lowell Gen. Oblig.:

5% 12/15/17 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,410,000

1,565,424

5% 12/15/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,310,000

1,431,503

Lynn Gen. Oblig.:

5% 12/1/12

3,340,000

3,688,830

5% 12/1/13

2,780,000

3,130,641

5% 12/1/14

3,560,000

4,045,548

5.375% 8/15/14 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

2,120,000

2,258,076

5.375% 8/15/15 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

2,235,000

2,374,933

5.375% 8/15/16 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

2,345,000

2,477,844

Lynn Wtr. & Swr. Commission Gen. Rev.:

Series 2003 A, 5% 12/1/32 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

2,000,000

2,016,480

Series 2005 A:

5% 6/1/18 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

2,055,000

2,140,611

5% 6/1/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,560,000

1,624,990

Marblehead Gen. Oblig.:

5% 8/15/19

1,510,000

1,647,138

5% 8/15/20

1,465,000

1,597,392

Martha's Vineyard Land Bank Rev. Series 2006, 5% 5/1/18 (AMBAC Insured)

1,685,000

1,845,412

Massachusetts Bay Trans. Auth.:

Series 1991 A:

7% 3/1/21

1,500,000

1,814,895

7% 3/1/21 (FGIC Insured)

3,025,000

3,660,038

Series 1992 B, 6.2% 3/1/16

27,525,000

31,707,699

Series 1993 A, 5.5% 3/1/12

7,150,000

7,363,499

Massachusetts Bay Trans. Auth. Assessment Rev.:

Series 2000 A:

5.25% 7/1/30

7,085,000

7,124,038

5.75% 7/1/15

85,000

86,318

5.75% 7/1/18

330,000

334,155

Series 2005 A, 5% 7/1/22

3,385,000

3,671,439

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Massachusetts Bay Trans. Auth. Assessment Rev.: - continued

Series 2008 A, 5.25% 7/1/34

$ 17,750,000

$ 18,877,480

Massachusetts Bay Trans. Auth. Sales Tax Rev.:

Series 2003 C:

5.25% 7/1/19

4,430,000

5,166,753

5.25% 7/1/21

4,000,000

4,666,080

5.25% 7/1/23

3,950,000

4,638,367

Series 2005 B, 5.5% 7/1/29 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

4,000,000

4,780,360

Series 2006 A, 5.25% 7/1/32

7,745,000

8,724,278

Series 2006 C:

5% 7/1/22

9,900,000

11,004,147

5% 7/1/23

10,000,000

11,061,400

Series 2009 B:

5% 7/1/17

7,000,000

8,054,410

5% 7/1/18

4,500,000

5,168,160

Massachusetts Dept. of Agricultural Resources Higher Ed. Rev.:

(Emerson College Proj.) Series 2006 A, 5% 1/1/18

1,920,000

1,971,821

Series 2006 A:

5% 1/1/14

1,500,000

1,573,140

5% 1/1/17

1,250,000

1,294,988

5% 1/1/19

2,225,000

2,271,814

5% 1/1/20

3,000,000

3,057,780

Massachusetts Dev. Fin. Agcy. Resource Recovery Rev. (Waste Mgmt., Inc. Proj.) Series 1999 B, 3.4%, tender 12/1/12 (b)(c)

2,000,000

2,028,540

Massachusetts Dev. Fin. Agcy. Rev.:

(Babson College Proj.) Series 2007 A, 5% 10/1/21 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,165,000

1,176,743

(Boston College Proj.) Series P:

5% 7/1/20

2,500,000

2,754,875

5% 7/1/21

3,090,000

3,358,645

(Boston Univ. Proj.):

Series T1, 5% 10/1/39 (AMBAC Insured)

10,000,000

9,968,600

Series U4, 5.7% 10/1/40

3,100,000

3,230,665

(Brandeis Univ. Proj.) Series N:

5% 10/1/23

1,040,000

1,134,526

5% 10/1/24

1,210,000

1,311,604

(College of the Holy Cross Proj.):

Series 2008 A, 5% 9/1/26

1,500,000

1,610,220

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Massachusetts Dev. Fin. Agcy. Rev.: - continued

(College of the Holy Cross Proj.):

Series 2008 B, 5% 9/1/22

$ 1,100,000

$ 1,212,750

(Mount Holyoke College Proj.) Series 2001:

5.125% 7/1/21

5,715,000

6,000,636

5.25% 7/1/31

11,785,000

11,968,492

5.5% 7/1/14

750,000

789,885

5.5% 7/1/15

910,000

956,956

5.5% 7/1/16

590,000

618,916

(Regis College Proj.) Series 1998:

5.25% 10/1/18

2,065,000

1,812,244

5.5% 10/1/28

5,660,000

4,313,260

Series 2008, 5.75% 9/1/25

8,000,000

9,026,400

Massachusetts Dev. Fin. Agcy. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) Series 2002, 5.5%, tender 5/1/14 (b)(c)

10,250,000

11,072,460

Massachusetts Edl. Fing. Auth. Rev.:

Series 1998 AG, 5% 12/1/11 (Nat'l. Pub. Fin. Guarantee Corp. Insured) (c)

800,000

804,520

Series 1998 CG, 4.9% 12/1/11 (Nat'l. Pub. Fin. Guarantee Corp. Insured) (c)

1,015,000

1,019,740

Series 1999 AE:

4.65% 7/1/10 (AMBAC Insured) (c)

875,000

882,945

4.75% 7/1/11 (AMBAC Insured) (c)

1,500,000

1,519,725

4.8% 7/1/12 (AMBAC Insured) (c)

385,000

389,616

4.95% 7/1/14 (AMBAC Insured) (c)

735,000

741,931

5% 7/1/15 (AMBAC Insured) (c)

350,000

352,713

Massachusetts Fed. Hwy.:

Series 1998 A, 0% 6/15/15

1,455,000

1,229,664

Series 2000 A:

5.75% 6/15/11

8,660,000

9,079,837

5.75% 12/15/11

9,510,000

9,889,354

5.75% 6/15/12

5,000,000

5,195,500

5.75% 6/15/13

8,000,000

8,291,520

5.75% 12/15/14 (Pre-Refunded to 12/15/10 @ 100) (d)

5,035,000

5,213,994

5.75% 6/15/15 (Pre-Refunded to 12/15/10 @ 100) (d)

7,000,000

7,248,850

Massachusetts Gen. Oblig.:

Series 2001 D:

5.5% 11/1/18

2,000,000

2,365,080

5.5% 11/1/18 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

4,000,000

4,730,160

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Massachusetts Gen. Oblig.: - continued

Series 2001 D:

5.5% 11/1/20

$ 1,000,000

$ 1,191,610

5.5% 11/1/20 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

2,000,000

2,383,220

Series 2002 C, 5.25% 11/1/30 (Pre-Refunded to 11/1/12 @ 100) (d)

1,795,000

1,995,807

Series 2002 D, 5.375% 8/1/22 (Pre-Refunded to 8/1/12 @ 100) (d)

240,000

265,805

Series 2002 E:

5.25% 1/1/21 (Pre-Refunded to 1/1/13 @ 100) (d)

4,315,000

4,817,395

5.25% 1/1/21 (Pre-Refunded to 1/1/13 @ 100) (d)

695,000

775,919

Series 2003 D:

5.25% 10/1/22 (Pre-Refunded to 10/1/13 @ 100) (d)

3,800,000

4,320,258

5.5% 10/1/18

6,000,000

7,091,220

5.5% 10/1/19

7,000,000

8,296,610

Series 2004 A:

5% 8/1/16 (Pre-Refunded to 8/1/14 @ 100) (d)

5,000,000

5,727,400

5.25% 8/1/20

4,500,000

5,273,010

5.5% 8/1/30

2,000,000

2,379,740

Series 2004 B, 5.25% 8/1/21

10,000,000

11,696,100

Series 2004 D, 5% 12/1/23 (Pre-Refunded to 12/1/14 @ 100) (d)

4,850,000

5,569,304

Series 2005 A, 5% 3/1/18

25,000,000

27,350,500

Series 2006 B:

5.25% 9/1/20 (FSA Insured)

4,255,000

4,990,690

5.25% 9/1/22

16,500,000

19,417,200

Series 2006 D, 5% 8/1/19

8,990,000

9,954,357

Series 2007 A, 0.758% 5/1/37 (b)

20,000,000

14,537,200

Series 2007 C:

5% 8/1/32

21,000,000

22,125,810

5% 8/1/37

35,375,000

36,694,488

5.25% 8/1/21 (AMBAC Insured)

980,000

1,115,730

5.25% 8/1/22

3,985,000

4,511,339

5.25% 8/1/23

12,800,000

14,409,088

5.25% 8/1/24

6,500,000

7,280,520

Series 2008 A:

5% 8/1/20

1,615,000

1,822,043

5% 8/1/22

3,685,000

4,113,934

5% 8/1/24

3,310,000

3,649,110

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Massachusetts Gen. Oblig.: - continued

Series 2008 A:

5% 9/1/32

$ 5,000,000

$ 5,292,850

5% 8/1/33

3,500,000

3,688,090

5% 8/1/38

4,085,000

4,242,477

Series 2009 A:

5% 3/1/29

1,520,000

1,634,714

5% 3/1/34

1,000,000

1,053,660

5% 3/1/39

17,000,000

17,691,390

Series 2009 B:

5% 7/1/24

1,800,000

2,001,114

5% 7/1/30

7,850,000

8,422,108

Series 2009 C, 5% 7/1/21

10,000,000

11,330,800

Massachusetts Health & Edl. Facilities Auth. Rev.:

(Amherst College Proj.) Series 2009 K2, 2.75%, tender 1/5/12 (b)

3,000,000

3,070,770

(Baystate Health Sys. Proj.):

Series 2009 I, 5.75% 7/1/36

7,500,000

7,854,675

Series 2009 K, 5%, tender 7/1/15 (b)

3,000,000

3,203,220

(Baystate Med. Ctr. Proj.) Series F:

5.75% 7/1/17

1,305,000

1,361,219

5.75% 7/1/18

1,300,000

1,349,920

5.75% 7/1/19

1,455,000

1,504,121

5.75% 7/1/20

1,240,000

1,275,563

5.75% 7/1/33

3,000,000

3,044,910

(Berklee College of Music Proj.) Series 2007 A:

5% 10/1/16

1,000,000

1,093,360

5% 10/1/19

3,290,000

3,500,626

5% 10/1/21

3,270,000

3,494,911

5% 10/1/23

2,000,000

2,103,780

5% 10/1/25

5,950,000

6,132,844

(Blood Research Institute Proj.) Series A, 6.5% 2/1/22 (e)

10,830,000

10,914,041

(Brandeis Univ. Proj.) Series I:

5.25% 10/1/14 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

2,780,000

2,807,828

5.25% 10/1/16 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,400,000

1,414,014

(CareGroup, Inc. Proj.):

Series 2008 B1, 5.375% 2/1/27 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,000,000

995,040

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Massachusetts Health & Edl. Facilities Auth. Rev.: - continued

(CareGroup, Inc. Proj.):

Series 2008 B2:

5% 2/1/25 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

$ 800,000

$ 775,384

5.375% 2/1/26 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,750,000

1,750,578

5.375% 2/1/28 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

2,000,000

1,969,420

Series 2008 D:

5.25% 7/1/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,500,000

1,540,965

5.25% 7/1/21 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,450,000

1,472,591

5.25% 7/1/22 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,000,000

1,005,350

5.25% 7/1/24 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,900,000

1,898,005

Series 2008 E1:

5% 7/1/28

2,525,000

2,393,246

5.125% 7/1/33

2,000,000

1,866,940

5.125% 7/1/38

3,640,000

3,351,785

5.375% 7/1/21

10,850,000

11,111,160

Series 2008 E2:

5.375% 7/1/23

3,500,000

3,536,365

5.375% 7/1/24

5,015,000

5,053,565

5.375% 7/1/25

3,500,000

3,517,465

(Children's Hosp. Proj.) Series 2009 M, 5.5% 12/1/39

20,000,000

20,846,400

(Emerson Hosp. Proj.) Series 2005 E, 5% 8/15/35 (Radian Asset Assurance, Inc. Insured)

2,500,000

1,875,575

(Harvard Univ. Proj.):

Series 2005 C, 5% 7/15/35

3,750,000

3,911,400

Series 2009 A, 5.5% 11/15/36

1,025,000

1,139,472

Series FF, 5.125% 7/15/37

32,840,000

33,570,033

(Lahey Clinic Med. Ctr. Proj.) Series 2005 C, 5% 8/15/30 (FGIC Insured)

5,190,000

4,960,291

(Massachusetts Eye & Ear Infirmary Proj.) Series B:

5.25% 7/1/10

2,000,000

1,983,640

5.25% 7/1/11

3,025,000

2,937,880

(Massachusetts Gen. Hosp. Proj.) Series F, 6.25% 7/1/12 (AMBAC Insured)

7,100,000

7,351,340

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Massachusetts Health & Edl. Facilities Auth. Rev.: - continued

(Massachusetts Institute of Technology Proj.):

Series 2008 N, 5% 7/1/19

$ 3,000,000

$ 3,421,650

Series K, 5.375% 7/1/17

6,805,000

8,095,568

Series L:

5% 7/1/18

4,315,000

5,000,912

5% 7/1/23

3,990,000

4,682,265

(Med. Ctr. of Central Massachusetts Proj.) 6.55% 6/23/22 (AMBAC Insured)

15,900,000

16,229,925

(New England Med. Ctr. Hosp. Proj.) Series G, 5.375% 7/1/24 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

500,000

483,195

(Northeastern Univ. Proj.):

Series 2008 R:

5% 10/1/16

600,000

656,016

5% 10/1/17

750,000

814,493

5% 10/1/18

500,000

535,135

5% 10/1/20

2,000,000

2,113,560

5% 10/1/22

1,160,000

1,209,613

5% 10/1/27

3,030,000

3,078,783

5% 10/1/28

1,000,000

1,011,150

5% 10/1/33

5,000,000

5,003,150

Series 2009 T1, 4.125%, tender 2/16/12 (b)

5,000,000

5,164,300

Series 2009 Y1:

5% 10/1/15

1,425,000

1,555,245

5% 10/1/16

1,495,000

1,616,065

5% 10/1/16

1,090,000

1,178,268

5% 10/1/17

1,570,000

1,683,338

5% 10/1/19

1,730,000

1,819,233

Series 2009 Y2:

5% 10/1/17

1,145,000

1,227,658

5% 10/1/18

1,215,000

1,282,190

(Partners HealthCare Sys., Inc. Proj.):

Series 1997 A:

5.125% 7/1/11 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

3,885,000

3,894,130

5.375% 7/1/24

7,430,000

7,431,040

Series 2005 F:

5% 7/1/17

1,410,000

1,514,834

5% 7/1/19

1,760,000

1,852,682

5% 7/1/20

2,350,000

2,458,594

5% 7/1/21

1,150,000

1,196,897

5% 7/1/22

1,855,000

1,924,284

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Massachusetts Health & Edl. Facilities Auth. Rev.: - continued

(Partners HealthCare Sys., Inc. Proj.):

Series 2007 G:

5% 7/1/18

$ 1,500,000

$ 1,624,335

5% 7/1/20

1,300,000

1,379,196

5% 7/1/22

1,350,000

1,416,366

5% 7/1/27

7,750,000

7,967,000

5% 7/1/28

5,515,000

5,651,993

Series C:

5.75% 7/1/21

2,500,000

2,577,775

5.75% 7/1/32

190,000

194,594

Series E:

5% 7/1/17

1,255,000

1,315,817

5% 7/1/19

1,390,000

1,437,899

Series 2009 I3:

5% 7/1/21

2,300,000

2,449,109

5% 7/1/22

5,000,000

5,296,150

Series 2010 J1, 5% 7/1/39

23,500,000

23,391,195

(South Shore Hosp. Proj.) Series F:

5.5% 7/1/12

800,000

810,176

5.625% 7/1/19

370,000

372,856

5.75% 7/1/29

6,370,000

6,318,021

(Tufts Univ. Proj.):

Series 2008 O, 5.375% 8/15/38

4,500,000

4,786,200

Series I, 5.5% 2/15/36

5,000,000

5,036,800

Series J, 5.5% 8/15/17

500,000

592,980

(UMass Worcester Proj.):

Series 2005 D:

5% 10/1/16 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

3,040,000

3,286,027

5% 10/1/17 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

3,735,000

4,005,414

Series B:

5.25% 10/1/15 (FGIC Insured)

565,000

587,385

5.25% 10/1/15 (Pre-Refunded to 10/1/11 @ 100) (d)

215,000

229,792

(Wellesley College Proj.) Series II:

5% 7/1/19

1,975,000

2,112,717

5% 7/1/20

2,075,000

2,205,082

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Massachusetts Health & Edl. Facilities Auth. Rev.: - continued

(Williams College Proj.):

Series 2003 H, 5% 7/1/20

$ 1,005,000

$ 1,102,525

Series 2006 L:

5% 7/1/17

1,000,000

1,127,640

5% 7/1/18

1,000,000

1,121,410

5% 7/1/19

1,695,000

1,886,111

5% 7/1/20

2,410,000

2,663,990

5% 7/1/21

2,535,000

2,777,523

(Woods Hole Oceanographic Institution Proj.) Series 2008 B:

5.25% 6/1/25

1,760,000

1,887,354

5.375% 6/1/30

8,000,000

8,532,720

(Worcester City Campus Proj.) Series 2007 E:

5% 10/1/17 (FGIC Insured)

2,130,000

2,240,632

5% 10/1/18 (FGIC Insured)

1,985,000

2,076,330

5% 10/1/19 (FGIC Insured)

1,350,000

1,404,149

5% 10/1/20 (FGIC Insured)

2,465,000

2,549,451

Massachusetts Indl. Fin. Agcy. Poll. Cont. Rev. (Boston Edison Co. Proj.) Series 1994 A, 5.75% 2/1/14

9,900,000

9,921,780

Massachusetts Indl. Fin. Agcy. Rev. (Whitehead Institute Biomedical Research Proj.) 5.125% 7/1/26

14,600,000

14,602,190

Massachusetts Muni. Wholesale Elec. Co. Pwr. Supply Sys. Rev.:

(Nuclear #4 Proj.) Series A, 5.25% 7/1/12 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

8,510,000

8,962,732

(Nuclear #6 Proj.) Series A, 5.25% 7/1/14 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,465,000

1,533,709

(Nuclear Mix #1 Proj.) Series A, 5.25% 7/1/12 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

8,000,000

8,425,600

Massachusetts Port Auth. Rev.:

(US Airways, Inc. Proj.) Series A, 5.5% 9/1/10 (Nat'l. Pub. Fin. Guarantee Corp. Insured) (c)

1,965,000

1,943,994

Series 1973, 5.625% 7/1/12 (Escrowed to Maturity) (d)

850,000

903,363

Series 1998 A, 5% 7/1/23 (FSA Insured)

8,750,000

8,758,400

Series 1998 B:

5% 7/1/10 (FSA Insured) (c)

2,275,000

2,289,082

5% 7/1/15 (FSA Insured) (c)

3,310,000

3,326,980

Series 1999 B:

5.5% 7/1/11 (FSA Insured) (c)

5,500,000

5,587,890

5.5% 7/1/12 (FSA Insured) (c)

4,000,000

4,053,080

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Massachusetts Port Auth. Rev.: - continued

Series 2003 A:

5% 7/1/18 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

$ 2,000,000

$ 2,157,700

5% 7/1/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

6,915,000

7,404,167

5% 7/1/20

2,505,000

2,666,222

5% 7/1/21

3,000,000

3,177,090

5% 7/1/22

2,000,000

2,108,780

5% 7/1/35

10,000,000

10,160,600

Series 2005 A:

5% 7/1/18 (AMBAC Insured)

5,205,000

5,745,852

5% 7/1/21 (AMBAC Insured)

5,010,000

5,390,159

Series 2007 C:

5% 7/1/17 (FSA Insured) (c)

1,660,000

1,772,083

5% 7/1/22 (FSA Insured) (c)

6,140,000

6,238,547

5% 7/1/27 (FSA Insured) (c)

5,000,000

4,976,750

Massachusetts Port Auth. Spl. Facilities Rev.:

(BosFuel Corp. Proj.) Series 2007:

5% 7/1/18 (FGIC Insured) (c)

1,500,000

1,527,825

5% 7/1/19 (FGIC Insured) (c)

1,000,000

1,008,580

5% 7/1/20 (FGIC Insured) (c)

1,560,000

1,565,678

5% 7/1/21 (FGIC Insured) (c)

1,000,000

998,230

(Delta Air Lines, Inc. Proj.) Series 2001 A:

5.5% 1/1/12 (AMBAC Insured) (c)

9,335,000

9,271,242

5.5% 1/1/13 (AMBAC Insured) (c)

7,015,000

6,889,221

5.5% 1/1/14 (AMBAC Insured) (c)

6,040,000

5,837,962

5.5% 1/1/15 (AMBAC Insured) (c)

5,000,000

4,736,050

5.5% 1/1/16 (AMBAC Insured) (c)

5,000,000

4,634,800

5.5% 1/1/17 (AMBAC Insured) (c)

5,555,000

5,053,106

5.5% 1/1/18 (AMBAC Insured) (c)

6,000,000

5,350,140

5.5% 1/1/19 (AMBAC Insured) (c)

5,000,000

4,378,800

Massachusetts School Bldg. Auth. Dedicated Sales Tax Rev.:

Series 2005 A:

5% 8/15/19

17,000,000

18,730,600

5% 8/15/22

5,540,000

6,033,171

5% 8/15/23

6,000,000

6,511,980

5% 8/15/24

26,600,000

28,757,792

5% 8/15/25

12,450,000

13,394,831

5% 8/15/26

2,000,000

2,141,400

5% 8/15/27

10,000,000

10,598,800

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Massachusetts School Bldg. Auth. Dedicated Sales Tax Rev.: - continued

Series 2005 A:

5% 8/15/30

$ 140,060,000

$ 146,948,131

Series 2007 A:

4.5% 8/15/35

19,750,000

19,309,575

4.75% 8/15/32

1,665,000

1,694,520

5% 8/15/17 (AMBAC Insured)

5,000,000

5,760,700

5% 8/15/37

26,605,000

27,480,837

Massachusetts Spl. Oblig. Dedicated Tax Rev.:

Series 2004, 5.25% 1/1/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

5,935,000

6,613,430

Series 2005, 5.5% 1/1/28 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,000,000

1,123,350

Massachusetts Spl. Oblig. Rev.:

(Fed. Hwy. Grant Anticipation Note Prog.) Series 2003 A:

5% 12/15/12 (FSA Insured)

3,700,000

4,070,740

5% 12/15/13 (FSA Insured)

2,700,000

3,026,646

Series 2002 A:

5.5% 6/1/15 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

11,070,000

12,926,993

5.5% 6/1/16 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

2,520,000

2,950,189

Series 2005 A:

5% 6/1/23 (FSA Insured)

2,000,000

2,165,800

5.5% 6/1/16 (FSA Insured)

3,000,000

3,512,130

5.5% 6/1/18 (FSA Insured)

9,740,000

11,474,986

5.5% 6/1/19

10,000,000

11,877,200

Massachusetts State College Bldg. Auth. Rev.:

Series 2002 A, 0% 5/1/22 (Escrowed to Maturity) (d)

2,250,000

1,420,785

Series 2003 A:

5.25% 5/1/14 (XL Cap. Assurance, Inc. Insured)

2,075,000

2,263,203

5.25% 5/1/15 (XL Cap. Assurance, Inc. Insured)

2,030,000

2,187,711

5.25% 5/1/16 (XL Cap. Assurance, Inc. Insured)

1,295,000

1,382,723

5.25% 5/1/19 (XL Cap. Assurance, Inc. Insured)

2,680,000

2,814,107

5.25% 5/1/21 (XL Cap. Assurance, Inc. Insured)

1,965,000

2,044,995

5.25% 5/1/23 (XL Cap. Assurance, Inc. Insured)

2,665,000

2,766,083

Series 2003 B:

0% 5/1/28 (XL Cap. Assurance, Inc. Insured)

6,080,000

2,434,554

5.375% 5/1/18 (XL Cap. Assurance, Inc. Insured)

1,100,000

1,223,222

5.375% 5/1/20 (XL Cap. Assurance, Inc. Insured)

1,825,000

2,073,565

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Massachusetts State College Bldg. Auth. Rev.: - continued

Series 2004 A:

5% 5/1/18 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

$ 2,270,000

$ 2,399,435

5% 5/1/43 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

11,410,000

11,409,087

Series 2006 A:

5% 5/1/31 (AMBAC Insured)

5,000,000

5,181,250

5% 5/1/36 (AMBAC Insured)

9,220,000

9,437,684

Series 2008 A:

5% 5/1/19 (Assured Guaranty Corp. Insured)

1,730,000

1,966,093

5% 5/1/20 (Assured Guaranty Corp. Insured)

2,130,000

2,386,133

5% 5/1/21 (Assured Guaranty Corp. Insured)

2,440,000

2,705,545

5% 5/1/22 (Assured Guaranty Corp. Insured)

2,430,000

2,657,983

5% 5/1/23 (Assured Guaranty Corp. Insured)

2,490,000

2,710,689

5% 5/1/38 (Assured Guaranty Corp. Insured)

10,000,000

10,271,200

Series 2009 A:

5.375% 5/1/34

2,150,000

2,297,555

5.5% 5/1/39

7,000,000

7,513,170

5.75% 5/1/49

10,000,000

10,779,200

Series 2009 B:

5% 5/1/35

2,500,000

2,603,600

5% 5/1/40

4,625,000

4,789,743

Massachusetts Tpk. Auth. Metropolitan Hwy. Sys. Rev.:

Series 1997 A, 5.125% 1/1/17 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

3,575,000

3,581,042

Series 1999 A:

5% 1/1/39

7,230,000

7,056,842

5.25% 1/1/29 (AMBAC Insured)

45,615,000

45,658,334

Sr. Series 1997 A:

5% 1/1/37 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

42,240,000

40,843,546

5.125% 1/1/23 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

4,090,000

4,094,826

Sr. Series A:

0% 1/1/25 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

5,110,000

2,147,222

0% 1/1/28 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

7,700,000

2,566,102

0% 1/1/29 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

33,195,000

10,271,529

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Massachusetts Tpk. Auth. Metropolitan Hwy. Sys. Rev.: - continued

Sr. Series C:

0% 1/1/16 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

$ 3,000,000

$ 2,296,800

0% 1/1/17 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

7,705,000

5,521,557

0% 1/1/18 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,660,000

1,108,498

0% 1/1/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

13,815,000

8,690,464

Massachusetts Tpk. Auth. Western Tpk. Rev. Series 1997 A, 5.55% 1/1/17 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

11,030,000

11,049,964

Massachusetts Wtr. Poll. Abatement Trust:

(MWRA Prog.) Series 2002 A, 5.25% 8/1/20

1,700,000

1,834,215

(Pool Prog.):

Series 10:

5% 8/1/22

305,000

331,273

5% 8/1/29

1,765,000

1,841,372

5% 8/1/34

150,000

155,117

5.25% 8/1/15

2,435,000

2,761,217

Series 12:

5% 8/1/19

13,995,000

15,688,115

5% 8/1/20

9,570,000

10,673,900

Series 13:

5% 8/1/19

3,740,000

4,254,848

5% 8/1/20

4,895,000

5,537,175

5% 8/1/21

5,350,000

6,044,216

5% 8/1/22

8,355,000

9,385,589

5% 8/1/23

4,385,000

4,867,175

Series 2004 A:

5.25% 2/1/16

6,110,000

7,166,175

5.25% 8/1/16

21,700,000

25,569,978

5.25% 2/1/17

6,435,000

7,577,663

5.25% 2/1/18

6,300,000

7,418,502

5.25% 8/1/22

6,525,000

7,789,610

5.25% 2/1/23

1,390,000

1,656,672

5.25% 2/1/24

1,170,000

1,395,014

5.25% 8/1/24

3,780,000

4,527,004

Series 3, 5.4% 2/1/10

95,000

95,000

Series 4, 5.125% 8/1/14

70,000

70,130

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Massachusetts Wtr. Poll. Abatement Trust: - continued

(Pool Prog.):

Series 5, 5.25% 8/1/15

$ 75,000

$ 75,860

Series 6:

5.25% 8/1/19

30,000

30,900

5.5% 8/1/30

17,580,000

17,898,374

5.625% 8/1/14

115,000

118,307

5.625% 8/1/15

25,000

25,686

5.625% 8/1/16

485,000

497,751

Series 7:

5.25% 2/1/16

4,495,000

4,748,698

5.25% 2/1/17

2,795,000

2,943,778

Series 8:

5% 8/1/17

110,000

118,465

5% 8/1/20

105,000

112,655

Series 9, 5.25% 8/1/33

595,000

618,836

Series 14:

5% 8/1/25

1,450,000

1,616,968

5% 8/1/32

5,685,000

6,111,830

5% 8/1/38

8,390,000

8,863,951

5% 8/1/21

7,520,000

8,594,307

5% 8/1/22

4,290,000

4,872,797

5% 8/1/23

5,000,000

5,653,200

5% 8/1/24

4,215,000

4,743,772

5% 8/1/25

4,965,000

5,536,720

5% 8/1/26

3,205,000

3,544,121

5% 8/1/27

2,460,000

2,716,135

5% 8/1/28

3,480,000

3,801,517

Massachusetts Wtr. Poll. Abatement Trust Wtr. Poll. Abatement Rev. (MWRA Ln. Prog.):

Series 1993 A, 5.45% 2/1/13 (Escrowed to Maturity) (d)

1,515,000

1,585,266

Series 1998 A:

5.25% 8/1/12

565,000

568,684

5.25% 8/1/13

330,000

331,053

Series A, 5% 8/1/15 (Escrowed to Maturity) (d)

950,000

1,111,073

Massachusetts Wtr. Resources Auth. Wtr. & Swr. Rev.:

Series 1992 A, 6.5% 7/15/19 (Escrowed to Maturity) (d)

21,960,000

26,800,423

Series 1998 B:

5.5% 8/1/15 (FSA Insured)

1,500,000

1,771,890

5.5% 8/1/16 (FSA Insured)

1,425,000

1,681,671

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Massachusetts Wtr. Resources Auth. Wtr. & Swr. Rev.: - continued

Series 2002 B, 5.125% 8/1/27 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

$ 6,960,000

$ 7,213,135

Series 2002 J:

5% 8/1/42

8,160,000

8,251,392

5.5% 8/1/20

1,000,000

1,195,770

Series 2005 A:

5.25% 8/1/21

12,645,000

14,163,412

5.25% 8/1/24

9,000,000

10,042,920

Series 2006 A, 5% 8/1/41

6,500,000

6,677,580

Series 2007 A:

5% 8/1/23 (FSA Insured)

2,000,000

2,184,700

5% 8/1/25 (FSA Insured)

2,000,000

2,175,640

5% 8/1/26 (FSA Insured)

2,000,000

2,169,200

5% 8/1/27 (FSA Insured)

2,000,000

2,166,620

5% 8/1/28 (FSA Insured)

2,000,000

2,156,380

Series 2009 A:

5% 8/1/34

6,350,000

6,708,712

5% 8/1/39

7,360,000

7,676,480

Series 2009 B, 5% 8/1/22

2,540,000

2,841,168

Monson Gen. Oblig.:

5.25% 5/15/17 (AMBAC Insured)

2,120,000

2,263,164

5.25% 5/15/19 (AMBAC Insured)

2,335,000

2,477,692

5.25% 11/1/21 (AMBAC Insured)

1,000,000

1,070,370

5.25% 5/15/22 (AMBAC Insured)

2,985,000

3,144,966

Newton Gen. Oblig. Series 2009 A:

4% 4/1/23

1,490,000

1,565,811

5% 4/1/20

1,840,000

2,124,814

5% 4/1/21

1,915,000

2,199,875

Pioneer Valley Reg'l. School District:

5.375% 6/15/15 (AMBAC Insured)

1,235,000

1,337,530

5.375% 6/15/16 (AMBAC Insured)

1,000,000

1,077,470

Pittsfield Gen. Oblig.:

5% 4/15/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,140,000

1,203,327

5.5% 4/15/17 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,930,000

2,062,784

Plymouth Gen. Oblig.:

Series 2009:

5% 5/15/23

1,255,000

1,408,336

5% 5/15/25

1,150,000

1,270,302

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Plymouth Gen. Oblig.: - continued

5% 10/15/15

$ 500,000

$ 578,955

5% 10/15/16

1,675,000

1,941,878

5% 10/15/17

1,665,000

1,933,331

5% 10/15/19

500,000

578,130

Randolph Gen. Oblig.:

5% 9/1/16 (AMBAC Insured)

1,170,000

1,255,129

5% 9/1/18 (AMBAC Insured)

1,090,000

1,146,582

5% 9/1/19 (AMBAC Insured)

1,085,000

1,138,729

Reading Gen. Oblig.:

5% 3/15/20 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

2,100,000

2,258,067

5% 3/15/21 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

2,190,000

2,338,219

Revere Gen. Oblig. Series 2009:

5% 4/1/28

515,000

551,699

5% 4/1/39

2,000,000

2,074,280

5.5% 4/1/27

2,510,000

2,854,021

Salem Gen. Oblig.:

5% 1/15/19 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,525,000

1,587,922

5% 1/15/20 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,350,000

1,401,111

Springfield Gen. Oblig.:

Series 2005:

5% 8/1/22 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

3,610,000

3,895,371

5% 8/1/23 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

2,050,000

2,207,809

Series 2007:

5% 8/1/15 (FSA Insured)

1,000,000

1,114,550

5% 8/1/16 (FSA Insured)

8,000,000

8,907,840

5% 8/1/17 (FSA Insured)

5,000,000

5,530,300

5% 8/1/18 (FSA Insured)

7,210,000

7,815,352

5.75% 8/1/14 (FSA Insured)

4,000,000

4,593,440

Springfield Wtr. & Swr. Commission Rev. Series 2008 A:

5.75% 10/15/26 (Assured Guaranty Corp. Insured)

1,000,000

1,135,320

5.75% 10/15/27 (Assured Guaranty Corp. Insured)

1,000,000

1,134,530

5.75% 10/15/28 (Assured Guaranty Corp. Insured)

1,000,000

1,125,890

Taunton Gen. Oblig.:

5% 12/1/15

2,350,000

2,658,532

5% 12/1/16

2,340,000

2,637,671

Municipal Bonds - continued

 

Principal Amount

Value

Massachusetts - continued

Taunton Gen. Oblig.: - continued

5% 12/1/17

$ 1,965,000

$ 2,212,472

Univ. of Massachusetts Bldg. Auth. Facilities Rev.:

Series 2004 1, 5.375% 11/1/16 (AMBAC Insured)

1,305,000

1,453,261

Series 2008 2, 5% 5/1/38 (FSA Insured)

20,605,000

21,235,101

Woods Hole, Martha's Vineyard & Nantucket Steamship Auth. Series 2004 B, 5% 3/1/17

3,300,000

3,667,752

Worcester Gen. Oblig.:

Series 2001 A:

5.25% 8/15/21 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,465,000

1,495,018

5.5% 8/15/13 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,285,000

1,361,406

5.5% 8/15/18 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,000,000

1,027,330

Series 2001 B, 5.5% 10/1/14 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

1,070,000

1,133,387

 

2,269,313,422

Puerto Rico - 2.9%

Puerto Rico Commonwealth Hwy. & Trans. Auth. Trans. Rev.:

Series 1998, 5.75% 7/1/22 (CIFG North America Insured)

3,000,000

3,029,370

Series 2002 E, 5.5% 7/1/21 (FSA Insured)

1,700,000

1,885,623

Puerto Rico Commonwealth Pub. Impt. Gen. Oblig.:

Series 2004 A:

5.25% 7/1/18

3,500,000

3,560,970

5.25% 7/1/18 (CIFG North America Insured) (FSA Insured)

2,500,000

2,618,125

Series 2006 A:

0.717% 7/1/21 (FGIC Insured) (b)

5,400,000

3,842,694

5.25% 7/1/26

3,000,000

2,900,580

5.25% 7/1/30

1,960,000

1,881,678

Series 2006 B, 5.25% 7/1/32

1,000,000

947,030

Series 2007 A, 5.5% 7/1/21 (FGIC Insured)

9,000,000

9,245,340

Puerto Rico Govt. Dev. Bank Series 2006 B, 5% 12/1/12

3,790,000

3,978,098

Puerto Rico Pub. Bldg. Auth. Rev. Series M2, 5.75%, tender 7/1/17 (b)

3,100,000

3,220,962

Municipal Bonds - continued

 

Principal Amount

Value

Puerto Rico - continued

Puerto Rico Pub. Fin. Corp. Commonwealth Appropriation Series 2004 A, 5.25%, tender 2/1/12 (AMBAC Insured) (b)

$ 1,015,000

$ 1,035,188

Puerto Rico Sales Tax Fing. Corp. Sales Tax Rev.:

Series 2007 A:

0% 8/1/41

47,350,000

6,963,291

0% 8/1/42 (FGIC Insured)

6,220,000

855,312

0% 8/1/45 (Nat'l. Pub. Fin. Guarantee Corp. Insured)

2,100,000

237,153

0% 8/1/47 (AMBAC Insured)

3,100,000

307,365

Series 2009 A:

6% 8/1/42

3,800,000

3,939,042

6.5% 8/1/44

5,345,000

5,756,672

Series 2010 A, 0% 8/1/33 (a)

55,000,000

11,587,400

 

67,791,893

Virgin Islands - 0.4%

Virgin Islands Pub. Fin. Auth.:

Series 2004 A:

5% 10/1/11

805,000

838,721

5% 10/1/13

700,000

747,670

5.25% 10/1/16

750,000

788,160

Series 2009 A, 6.75% 10/1/37

4,000,000

4,256,320

Series 2009 A1, 5% 10/1/39

1,500,000

1,350,480

Series 2009 B, 5% 10/1/25

2,800,000

2,772,840

 

10,754,191

TOTAL INVESTMENT PORTFOLIO - 99.3%

(Cost $2,300,776,875)

2,354,568,398

NET OTHER ASSETS - 0.7%

16,848,545

NET ASSETS - 100%

$ 2,371,416,943

Legend

(a) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(b) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(c) Private activity obligations whose interest is subject to the federal alternative minimum tax for individuals.

(d) Security collateralized by an amount sufficient to pay interest and principal.

(e) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $10,914,041 or 0.5% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost

Massachusetts Health & Edl. Facilities Auth. Rev. (Blood Research Institute Proj.) Series A, 6.5% 2/1/22

9/3/92

$ 10,157,782

Other Information

The following is a summary of the inputs used, as of January 31, 2010, involving the Fund's assets and liabilities carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

Valuation Inputs at Reporting Date:

Description

Total

Level 1

Level 2

Level 3

Investments in Securities:

Municipal Securities

$ 2,354,568,398

$ -

$ 2,354,568,398

$ -

The following is a reconciliation of Investments in Securities for which Level 3 inputs were used in determining value:

Investments in Securities:

Beginning Balance

$ 11,360,000

Total Realized Gain (Loss)

22,437

Total Unrealized Gain (Loss)

39,024

Cost of Purchases

-

Proceeds of Sales

(530,000)

Amortization/Accretion

22,580

Transfers in/out of Level 3

(10,914,041)

Ending Balance

$ -

The change in unrealized gain (loss) for the period attributable to Level 3 securities held at January 31, 2010

$ -

The information used in the above reconciliation represents fiscal year to date activity for any Investments in Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period. Realized and unrealized gains (losses) disclosed in the reconciliation are included in Net Gain (Loss) on the Fund's Statement of Operations.

The distribution of municipal securities by revenue source, as a percentage of total net assets, is as follows:

General Obligations

23.2%

Special Tax

20.1%

Education

14.1%

Water & Sewer

13.5%

Transportation

13.1%

Health Care

8.7%

Others* (individually less than 5%)

7.3%

 

100.0%

*Includes net other assets

Income Tax Information

At January 31, 2010, the fund had a capital loss carryforward of approximately $8,863,239 of which $5,789,800 and $3,073,439 will expire on January 31, 2017 and 2018, respectively.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Massachusetts Municipal Income Fund

Financial Statements

Statement of Assets and Liabilities

 

January 31, 2010

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $2,300,776,875)

 

$ 2,354,568,398

Cash

7,661,613

Receivable for fund shares sold

890,774

Interest receivable

31,621,682

Prepaid expenses

6,346

Other receivables

1,631

Total assets

2,394,750,444

 

 

 

Liabilities

Payable for investments purchased
Regular delivery

$ 6,381,489

Delayed delivery

11,625,900

Payable for fund shares redeemed

2,122,320

Distributions payable

2,099,263

Accrued management fee

720,909

Other affiliated payables

333,426

Other payables and accrued expenses

50,194

Total liabilities

23,333,501

 

 

 

Net Assets

$ 2,371,416,943

Net Assets consist of:

 

Paid in capital

$ 2,325,581,692

Undistributed net investment income

908,436

Accumulated undistributed net realized gain (loss) on investments

(8,864,708)

Net unrealized appreciation (depreciation) on investments

53,791,523

Net Assets, for 200,520,827 shares outstanding

$ 2,371,416,943

Net Asset Value, offering price and redemption price per share ($2,371,416,943 ÷ 200,520,827 shares)

$ 11.83

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Massachusetts Municipal Income Fund
Financial Statements - continued

Statement of Operations

 

Year ended January 31, 2010

 

 

 

Investment Income

 

 

Interest

 

$ 95,113,116

 

 

 

Expenses

Management fee

$ 7,987,465

Transfer agent fees

1,452,419

Accounting fees and expenses

390,280

Custodian fees and expenses

29,625

Independent trustees' compensation

7,686

Registration fees

18,745

Audit

58,696

Legal

12,308

Miscellaneous

146,293

Total expenses before reductions

10,103,517

Expense reductions

(30,372)

10,073,145

Net investment income

85,039,971

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

787,444

Change in net unrealized appreciation (depreciation) on investment securities

106,278,184

Net gain (loss)

107,065,628

Net increase (decrease) in net assets resulting from operations

$ 192,105,599

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

 

Year ended January 31,
2010

Year ended January 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 85,039,971

$ 79,609,129

Net realized gain (loss)

787,444

(9,646,190)

Change in net unrealized appreciation (depreciation)

106,278,184

(100,830,739)

Net increase (decrease) in net assets resulting
from operations

192,105,599

(30,867,800)

Distributions to shareholders from net investment income

(84,965,232)

(79,495,695)

Distributions to shareholders from net realized gain

(59,705)

(2,489,673)

Total distributions

(85,024,937)

(81,985,368)

Share transactions
Proceeds from sales of shares

596,169,279

710,370,006

Reinvestment of distributions

61,718,059

58,149,574

Cost of shares redeemed

(325,730,535)

(657,480,576)

Net increase (decrease) in net assets resulting from share transactions

332,156,803

111,039,004

Redemption fees

35,684

51,652

Total increase (decrease) in net assets

439,273,149

(1,762,512)

 

 

 

Net Assets

Beginning of period

1,932,143,794

1,933,906,306

End of period (including undistributed net investment income of $908,436 and undistributed net investment income of $893,297, respectively)

$ 2,371,416,943

$ 1,932,143,794

Other Information

Shares

Sold

51,493,861

62,720,016

Issued in reinvestment of distributions

5,317,235

5,149,082

Redeemed

(28,040,246)

(59,060,817)

Net increase (decrease)

28,770,850

8,808,281

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights

Years ended January 31,
2010
2009
2008
2007
2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 11.25

$ 11.87

$ 11.84

$ 11.87

$ 12.20

Income from Investment Operations

 

 

 

 

 

Net investment income B

  .453

  .464

  .473

  .484

  .497

Net realized and unrealized gain (loss)

  .581

  (.606)

  .077

  - D

  (.169)

Total from investment operations

  1.034

  (.142)

  .550

  .484

  .328

Distributions from net investment income

  (.453)

  (.463)

  (.472)

  (.478)

  (.498)

Distributions from net realized gain

  - D

  (.015)

  (.048)

  (.036)

  (.160)

Total distributions

  (.454)E

  (.478)

  (.520)

  (.514)

  (.658)

Redemption fees added to paid in capital B, D

  -

  -

  -

  -

  -

Net asset value, end of period

$ 11.83

$ 11.25

$ 11.87

$ 11.84

$ 11.87

Total Return A

  9.34%

  (1.13)%

  4.77%

  4.17%

  2.76%

Ratios to Average Net AssetsC

 

 

 

 

 

Expenses before reductions

  .47%

  .46%

  .46%

  .47%

  .47%

Expenses net of fee waivers, if any

  .47%

  .46%

  .46%

  .47%

  .47%

Expenses net of all reductions

  .46%

  .44%

  .42%

  .44%

  .44%

Net investment income

  3.91%

  4.09%

  4.01%

  4.09%

  4.11%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 2,371,417

$ 1,932,144

$ 1,933,906

$ 1,845,061

$ 1,850,085

Portfolio turnover rate

  3%

  14%

  18%

  14%

  21%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Calculated based on average shares outstanding during the period.

C Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

D Amount represents less than $.001 per share.

E Total distributions of $.454 per share is comprised of distributions from net investment income of $.4534 and distributions from net realized gain of $.0003 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Massachusetts Municipal Money Market Fund

Investment Changes/Performance (Unaudited)

Maturity Diversification

Days

% of fund's investments 1/31/10

% of fund's investments 7/31/09

% of fund's
investments
1/31/09

0 - 30

91.0

89.5

87.4

31 - 90

2.8

3.8

5.8

91 - 180

5.2

1.9

3.5

181 - 397

1.0

4.8

3.3

Weighted Average Maturity

 

1/31/10

7/31/09

1/31/09

Fidelity Massachusetts Municipal Money Market Fund

18 Days

22 Days

21 Days

Massachusetts Tax-Free Money Market Funds Average*

22 Days

25 Days

24 Days

Asset Allocation (% of fund's net assets)

As of January 31, 2010

As of July 31, 2009

fid172

Variable Rate
Demand Notes
(VRDNs) 73.0%

 

fid93

Variable Rate
Demand Notes
(VRDNs) 72.5%

 

fid175

Commercial Paper (including
CP Mode) 5.4%

 

fid177

Commercial Paper (including
CP Mode) 7.9%

 

fid179

Tender Bonds 1.3%

 

fid99

Tender Bonds 1.3%

 

fid182

Municipal Notes 6.7%

 

fid184

Municipal Notes 5.4%

 

fid186

Fidelity Municipal
Cash Central Fund 11.5%

 

fid188

Fidelity Municipal
Cash Central Fund 9.9%

 

fid190

Other Investments 1.2%

 

fid192

Other Investments 1.8%

 

fid194

Net Other Assets 0.9%

 

fid113

Net Other Assets 1.2%

 

fid197

Current and Historical Seven-Day Yields

 

2/1/10

11/2/09

8/3/09

4/27/09

2/2/09

Fidelity Massachusetts Municipal Money Market Fund

.01%

.01%

.01%

.22%

.10%

Yield refers to the income paid by the fund over a given period. Yields for money market funds are usually for seven-day periods, as they are here, though they are expressed as annual percentage rates. Past performance is no guarantee of future results. Yield will vary and it is possible to lose money by investing in the fund. A portion of the Fund's expenses were reimbursed and/or waived. Absent such reimbursements and/or waivers, the Fund would have had a net investment loss and therefore its performance would have been lower.

*Source: iMoneyNet, Inc.

Annual Report

Fidelity Massachusetts Municipal Money Market Fund

Investments January 31, 2010

Showing Percentage of Net Assets

Municipal Securities - 99.1%

Principal Amount

Value

Arizona - 0.1%

Arizona Health Facilities Auth. Rev. (Banner Health Sys. Proj.) Series 2008 E, 0.26%, LOC Landesbank Baden-Wuert, VRDN (a)

$ 6,400,000

$ 6,400,000

California - 0.1%

East Bay Muni. Util. District Wtr. Sys. Rev. Series 2008 B3, 0.25% (Liquidity Facility Landesbank Baden-Wuert), VRDN (a)

3,465,000

3,465,000

Delaware - 0.2%

Delaware Econ. Dev. Auth. Rev. (Delmarva Pwr. & Lt. Co. Proj.) Series 1999 A, 0.35%, VRDN (a)

9,700,000

9,700,000

Florida - 0.2%

Orlando Utils. Commission Wtr. & Elec. Rev. Participating VRDN Series PT 2285, 0.3% (Liquidity Facility Dexia Cr. Local de France) (a)(f)

8,990,000

8,990,000

Georgia - 0.2%

Gainesville & Hall County Hosp. Auth. Rev. (Northeast Georgia Health Sys., Inc. Proj.) Series 2008 D, 0.27%, LOC Landesbank Baden-Wuert, VRDN (a)

9,400,000

9,400,000

Kentucky - 0.1%

Minor Lane Heights Solid Waste Disp. Rev. (Waste Mgmt. of Kentucky, LLC Proj. D) Series 2003, 0.24%, LOC PNC Bank NA, Pittsburgh, VRDN (a)(d)

5,000,000

5,000,000

Massachusetts - 83.3%

Bedford Gen. Oblig. BAN 1.5% 7/22/10

16,939,000

17,021,907

Boston Gen. Oblig. Bonds:

Series 2004 B, 5% 7/1/10

2,750,000

2,801,209

Series 2008 B, 3.5% 4/1/10

3,480,000

3,496,798

Boston Indl. Dev. Rev. (New Boston Seafood Ctr., Inc. Proj.) Series 1997, 0.29%, LOC Bank of America NA, VRDN (a)(d)

2,910,000

2,910,000

Boston Wtr. & Swr. Commission Rev.:

Participating VRDN Series SG 75, 0.2% (Liquidity Facility Societe Generale) (a)(f)

2,000,000

2,000,000

Series 1994 A, 0.18%, LOC State Street Bank & Trust Co., Boston, VRDN (a)

11,920,000

11,920,000

Series A, 0.19% 2/4/10, LOC Bank of America NA, CP

10,000,000

10,000,000

Bourne Gen. Oblig. BAN 1.75% 9/29/10

4,000,000

4,028,984

Braintree Gen. Oblig. Bonds Series 2009, 3% 5/15/10

5,102,000

5,135,653

Burlington Gen. Oblig. BAN 2% 7/30/10

3,780,000

3,807,102

Canton Hsg. Auth. Multi-family Hsg. Mtg. Rev. (Canton Arboretum Apt. Proj.) Series 1999, 0.2%, LOC Fannie Mae, VRDN (a)(d)

7,665,000

7,665,000

Chicopee Gen. Oblig. BAN 1.75% 9/23/10

8,240,032

8,298,249

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Concord Gen. Oblig. Bonds Series 2009, 2% 3/15/10

$ 1,115,000

$ 1,116,722

Dartmouth Gen. Oblig. BAN 1% 2/26/10

3,214,418

3,215,199

Easton Gen. Oblig. BAN 1.5% 4/23/10

9,620,000

9,638,025

Eclipse Fdg. Trust Various States Participating VRDN Series Solar 06 108, 0.17% (Liquidity Facility U.S. Bank NA, Minnesota) (a)(f)

14,405,000

14,405,000

Falmouth Gen. Oblig. BAN:

Series A, 1.5% 3/12/10

11,300,672

11,310,261

Series B, 1.5% 3/12/10

17,815,131

17,830,248

Framingham Gen. Oblig. BAN Series 2009 B, 1.5% 6/18/10

14,800,000

14,853,030

Haverhill Gen. Oblig. BAN:

1.5% 12/1/10

7,000,000

7,053,115

1.75% 3/26/10

7,225,000

7,230,176

Marblehead Gen. Oblig. BAN 1.5% 8/12/10

14,400,000

14,475,327

Massachusetts Participating VRDN:

Series Clipper 06 11, 0.23% (Liquidity Facility State Street Bank & Trust Co., Boston) (a)(f)

23,900,000

23,900,000

Series Clipper 07 18, 0.23% (Liquidity Facility State Street Bank & Trust Co., Boston) (a)(f)

98,675,000

98,675,000

Massachusetts Bay Trans. Auth. Gen.Trans. Sys. 0.25% (Liquidity Facility Dexia Cr. Local de France), VRDN (a)

2,250,000

2,250,000

Massachusetts Bay Trans. Auth. Assessment Rev.:

Bonds Series 2000 A, 5.25% 7/1/30 (Pre-Refunded to 7/1/10 @ 100) (e)

17,235,000

17,572,084

Participating VRDN Series DC 8031, 0.23% (Liquidity Facility Dexia Cr. Local de France) (a)(f)

17,190,000

17,190,000

Massachusetts Bay Trans. Auth. Sales Tax Rev.:

Participating VRDN:

Series DC 8028, 0.25% (Liquidity Facility Dexia Cr. Local de France) (a)(f)

700,000

700,000

Series DCL 08 25, 0.25% (Liquidity Facility Dexia Cr. Local de France) (a)(f)

23,345,000

23,345,000

Series DCL 08 26, 0.23% (Liquidity Facility Dexia Cr. Local de France) (a)(f)

1,000,000

1,000,000

Series DCL 08 28, 0.23% (Liquidity Facility Dexia Cr. Local de France) (a)(f)

16,600,000

16,600,000

Series DCL 08 29, 0.23% (Liquidity Facility Dexia Cr. Local de France) (a)(f)

27,155,000

27,155,000

Series PT 4140, 0.2% (Liquidity Facility Bayerische Hypo-und Vereinsbank AG) (a)(f)

27,860,000

27,860,000

Series PT 4368, 0.16% (Liquidity Facility Wells Fargo & Co.) (a)(f)

10,075,000

10,075,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts Bay Trans. Auth. Sales Tax Rev.: - continued

Series 2008 A2, 0.16% (Liquidity Facility JPMorgan Chase Bank), VRDN (a)

$ 57,595,000

$ 57,595,000

Series A:

0.35% 2/1/10 (Liquidity Facility Banco Bilbao Vizcaya Argentaria SA), CP

6,000,000

6,000,000

0.35% 3/1/10 (Liquidity Facility Banco Bilbao Vizcaya Argentaria SA), CP

9,150,000

9,150,000

Massachusetts Dev. Fin. Agcy. Electrical Utils. Rev. Bonds (Nantucket Elec. Co. Proj.) Series 2005, 0.8% tender 2/3/10, CP mode (d)

2,600,000

2,600,000

Massachusetts Dev. Fin. Agcy. Indl. Dev. Rev.:

(Charm Sciences, Inc. Proj.) Series 1999 A, 0.21%, LOC Bank of America NA, VRDN (a)(d)

2,500,000

2,500,000

(Monkiewicz Realty Trust Proj.) 0.28%, LOC Bank of America NA, VRDN (a)(d)

3,965,000

3,965,000

(Ocean Spray Cranberries, Inc. Proj.) Series 2000, 0.26%, LOC Bank of America NA, VRDN (a)

8,500,000

8,500,000

Massachusetts Dev. Fin. Agcy. Multi-family Hsg. Rev.:

(Archstone Reading Apts. Proj.) Series 2004 A, 0.26%, LOC Freddie Mac, VRDN (a)(d)

24,840,000

24,840,000

(Avalon Acton Apts. Proj.) Series 2006, 0.29%, LOC Fannie Mae, VRDN (a)(d)

33,000,000

33,000,000

(Casco Crossing Proj.) 0.34%, LOC Fannie Mae, VRDN (a)(d)

10,535,000

10,535,000

(Georgetown Village Apts. Proj.) Series 2003 A, 0.34%, LOC Fannie Mae, VRDN (a)(d)

15,400,000

15,400,000

(Salem Heights Apts. Proj.) Series 2003 A, 0.21%, LOC Fed. Home Ln. Bank of Boston, VRDN (a)(d)

15,800,000

15,800,000

(Tammy Brook Apts. Proj.) Series 2009, 0.2%, LOC Freddie Mac, VRDN (a)

4,000,000

4,000,000

Series A, 0.45%, LOC Bayerische Landesbank, VRDN (a)(d)

25,900,000

25,900,000

Massachusetts Dev. Fin. Agcy. Rev.:

(Alliance of Massachusetts, Inc. Proj.) Series 2001 A, 0.2%, LOC Banco Santander SA, VRDN (a)

5,935,000

5,935,000

(Babson College Proj.) Series 2008 A, 0.2%, LOC Fed. Home Ln. Bank of Boston, VRDN (a)

11,000,000

11,000,000

(Boston Univ. Proj.):

Series U-5B, 0.16%, LOC Fed. Home Ln. Bank of Boston, VRDN (a)

10,560,000

10,560,000

Series U1, 0.13%, LOC Bank of Nova Scotia New York Branch, VRDN (a)

30,370,000

30,370,000

Series U2, 0.13%, LOC BNP Paribas SA, VRDN (a)

6,000,000

6,000,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts Dev. Fin. Agcy. Rev.: - continued

(Boston Univ. Proj.):

Series U3, 0.13%, LOC BNP Paribas SA, VRDN (a)

$ 22,220,000

$ 22,220,000

Series U5A, 0.2%, LOC Fed. Home Ln. Bank of Boston, VRDN (a)

13,870,000

13,870,000

Series U6E, 0.15%, LOC Bank of Nova Scotia New York Branch, VRDN (a)

12,695,000

12,695,000

(Brandeis Univ. Proj.) Series M, 0.18%, LOC Bank of America NA, VRDN (a)

57,940,000

57,940,000

(Brooks School Proj.) Series 2008, 0.17%, LOC Fed. Home Ln. Bank of Boston, VRDN (a)

6,300,000

6,300,000

(Carleton-Willard Village Proj.) Series 2000, 0.15%, LOC Bank of America NA, VRDN (a)

16,050,000

16,050,000

(Childrens Museum Proj.) Series 2006, 0.22%, LOC RBS Citizens NA, VRDN (a)

9,465,000

9,465,000

(Clark Univ. Proj.) 0.16%, LOC TD Banknorth, NA, VRDN (a)

7,595,000

7,595,000

(Ed. Lawrence Academy Proj.) Series 2003 A, 0.19%, LOC Bank of America NA, VRDN (a)

1,805,000

1,805,000

(Edgewood Retirement Cmnty. Proj.):

Series 2000 A, 0.22%, LOC Bank of America NA, VRDN (a)

10,010,000

10,010,000

Series 2008, 0.22%, LOC Bank of America NA, VRDN (a)

13,200,000

13,200,000

(Fay School Proj.) 0.2%, LOC TD Banknorth, NA, VRDN (a)

5,950,000

5,950,000

(Fifteen-O-Five West Housatonic LLC Proj.) Series 2007, 0.28%, LOC HSBC Bank USA, NA, VRDN (a)(d)

2,870,000

2,870,000

(Hockomock YMCA Proj.) Series 2009, 0.18%, LOC Bank of America NA, VRDN (a)

14,165,000

14,165,000

(Institute of Contemporary Art Proj.) Series 2004 A, 0.18%, LOC Bank of America NA, VRDN (a)

6,300,000

6,300,000

(Judge Rotenburg Ctr. Proj.) 0.18%, LOC Bank of America NA, VRDN (a)

9,440,000

9,440,000

(Justice Resource Institute Proj.) Series 2008, 0.19%, LOC Bank of America NA, VRDN (a)

11,980,000

11,980,000

(Mary Ann Morse Healthcare Proj.) Series 2007, 0.2%, LOC Banco Santander SA, VRDN (a)

13,600,000

13,600,000

(Masonic Nursing Home Proj.) Series 2002 B, 0.15%, LOC TD Banknorth, NA, VRDN (a)

2,045,000

2,045,000

(Olin College Proj.):

Series 2008 C2, 0.22%, LOC RBS Citizens NA, VRDN (a)

12,800,000

12,800,000

Series 2008 C3, 0.22%, LOC RBS Citizens NA, VRDN (a)

16,000,000

16,000,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts Dev. Fin. Agcy. Rev.: - continued

(Simmons College Proj.) Series G, 0.17%, LOC TD Banknorth, NA, VRDN (a)

$ 15,435,000

$ 15,435,000

(Wilber School Apts. Proj.) Series 2008 A, 0.2%, LOC Bank of America NA, VRDN (a)

8,100,000

8,100,000

(Worcester Polytechnic Institute Proj.) Series A, 0.19%, LOC TD Banknorth, NA, VRDN (a)

9,630,000

9,630,000

(YMCA of Greater Boston Proj.) Series 2004 A, 0.2%, LOC Fed. Home Ln. Bank of Boston, VRDN (a)

17,675,000

17,675,000

Series 2001, 0.35% 2/8/10, LOC JPMorgan Chase Bank, CP

8,150,000

8,150,000

Massachusetts Dev. Fin. Agcy. Solid Waste Disp. Rev. (Wheelabrator Millbury Proj.) 0.2%, LOC JPMorgan Chase Bank, VRDN (a)(d)

9,900,000

9,900,000

Massachusetts Gen. Oblig.:

Bonds:

Series 2000 A, 6% 2/1/10

6,005,000

6,005,000

Series 2009 B, 2% 7/1/10

3,000,000

3,018,433

Series A, 6% 11/1/10

2,665,000

2,772,318

Participating VRDN:

Series Clipper 07 06, 0.23% (Liquidity Facility State Street Bank & Trust Co., Boston) (a)(f)

53,850,000

53,850,000

Series DCL 08 22, 0.23% (Liquidity Facility Dexia Cr. Local de France) (a)(f)

33,160,000

33,160,000

Series EGL 07 0124, 0.19% (Liquidity Facility Citibank NA) (a)(f)

12,235,000

12,235,000

Series EGL 07 0149, 0.19% (Liquidity Facility Citibank NA) (a)(f)

19,000,000

19,000,000

Series MS 1186, 0.2% (Liquidity Facility Rabobank Nederland) (a)(f)

16,068,500

16,068,500

Series PT 3989, 0.22% (Liquidity Facility Bayerische Hypo-und Vereinsbank AG) (a)(f)

21,780,000

21,780,000

Series Putters 2022, 0.25% (Liquidity Facility JPMorgan Chase Bank) (a)(f)

22,040,000

22,040,000

Series Putters 2648, 0.25% (Liquidity Facility JPMorgan Chase Bank) (a)(f)

1,850,000

1,850,000

Series Putters 3636, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(f)

9,830,000

9,830,000

Series ROC II R 11163, 0.19% (Liquidity Facility Citibank NA) (a)(f)

15,240,000

15,240,000

(Central Artery Proj.) Series 2000 A, 0.2% (Liquidity Facility Landesbank Baden-Wuert), VRDN (a)

80,025,000

80,025,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts Gen. Oblig.: - continued

RAN:

Series 2009 A, 2.5% 4/29/10

$ 30,400,000

$ 30,555,427

Series 2009 B, 2.5% 5/27/10

101,200,000

101,883,674

Series 2009 C, 2.5% 6/24/10

27,100,000

27,322,231

Series 1997 B, 0.25% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (a)

140,570,000

140,570,000

Series 1998 A, 0.19% (Liquidity Facility JPMorgan Chase Bank), VRDN (a)

58,500,000

58,500,000

Series 2001 B, 0.18% (Liquidity Facility Landesbank Hessen-Thuringen), VRDN (a)

29,420,000

29,420,000

Series 2001 C, 0.18% (Liquidity Facility State Street Bank & Trust Co., Boston), VRDN (a)

85,350,000

85,350,000

Series 2005 A, 0.2% (Liquidity Facility Citibank NA), VRDN (a)

17,250,000

17,250,000

Series 2006 A, 0.22% (Liquidity Facility Dexia Cr. Local de France), VRDN (a)

70,330,000

70,330,000

Series 2006 B, 0.18% (Liquidity Facility Bank of America NA), VRDN (a)

52,905,000

52,905,000

Massachusetts Health & Edl. Facilities Auth. Rev.:

Bonds:

(Northeastern Univ. Proj.) Series 2008 T3, 1%, tender 2/18/10 (a)

46,700,000

46,700,000

(Partners HealthCare Sys. Proj.):

Series 2008 H1, 0.4% tender 2/17/10, CP mode

12,500,000

12,500,000

Series 2008 H2:

0.26% tender 4/6/10, CP mode

19,790,000

19,790,000

0.37% tender 6/8/10, CP mode

7,020,000

7,020,000

0.49% tender 2/3/10, CP mode

6,840,000

6,840,000

(Univ. of Massachusetts Proj.) Series 2000 A, 0.85%, tender 4/1/10 (a)

13,400,000

13,400,000

Series 2008 H1:

0.35% tender 4/7/10, CP mode

8,000,000

8,000,000

0.4% tender 6/15/10, CP mode

2,660,000

2,660,000

Participating VRDN:

Series BA 08 1056, 0.18% (Liquidity Facility Bank of America NA) (a)(f)

3,290,000

3,290,000

Series BA 08 3320, 0.18% (Liquidity Facility Bank of America NA) (a)(f)

1,810,000

1,810,000

Series BBT 08 54, 0.18% (Liquidity Facility Branch Banking & Trust Co.) (a)(f)

12,635,000

12,635,000

Series BBT 08 56, 0.18% (Liquidity Facility Branch Banking & Trust Co.) (a)(f)

8,895,000

8,895,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts Health & Edl. Facilities Auth. Rev.: - continued

Participating VRDN:

Series BC 10 15W, 0.18% (Liquidity Facility Barclays Bank PLC) (a)(f)

$ 3,250,000

$ 3,250,000

Series BC 10 16W, 0.18% (Liquidity Facility Barclays Bank PLC) (a)(f)

2,000,000

2,000,000

Series Clipper 07 08, 0.2% (Liquidity Facility State Street Bank & Trust Co., Boston) (a)(f)

11,250,000

11,250,000

Series MS 3053, 0.2% (Liquidity Facility Morgan Stanley) (a)(f)

11,150,000

11,150,000

Series MS 3143, 0.2% (Liquidity Facility Morgan Stanley) (a)(f)

6,845,000

6,845,000

Series PT 4633, 0.18% (Liquidity Facility Deutsche Postbank AG) (a)(f)

24,455,000

24,455,000

Series Putters 3104, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(f)

3,550,000

3,550,000

Series Putters 3529, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(f)

15,660,000

15,660,000

Series Putters 3531, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(f)

12,495,000

12,495,000

Series Putters 3548, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(f)

5,000,000

5,000,000

Series ROC II R 10416, 0.19% (Liquidity Facility Citibank NA) (a)(f)

24,700,000

24,700,000

Series SGB 42, 0.19% (Liquidity Facility Societe Generale) (a)(f)

27,080,000

27,080,000

(Baystate Health Sys. Proj.):

Series 2009 J1, 0.17%, LOC JPMorgan Chase Bank, VRDN (a)

23,100,000

23,100,000

Series 2009 J2, 0.2%, LOC JPMorgan Chase Bank, VRDN (a)

32,390,000

32,390,000

(Baystate Med. Ctr. Proj.) Series 2005 G, 0.19%, LOC Bank of America NA, VRDN (a)

15,520,000

15,520,000

(Bentley College Proj.) Series K, 0.22%, LOC JPMorgan Chase Bank, VRDN (a)

26,300,000

26,300,000

(Boston Univ. Proj.) Series H, 0.17%, LOC State Street Bank & Trust Co., Boston, VRDN (a)

14,900,000

14,900,000

(CIL Realty of Massachusetts) Series 2009, 0.17%, LOC HSBC Bank USA, NA, VRDN (a)

4,000,000

4,000,000

(Dana-Farber Cancer Institute Proj.):

Series 2008 L1, 0.14%, LOC JPMorgan Chase Bank, VRDN (a)

26,400,000

26,400,000

Series 2008 L2, 0.15%, LOC Bank of America NA, VRDN (a)

27,600,000

27,600,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts Health & Edl. Facilities Auth. Rev.: - continued

(Endicott College Proj.):

Series 2004 D, 0.18%, LOC Bank of America NA, VRDN (a)

$ 20,980,000

$ 20,980,000

Series 2007 E, 0.18%, LOC Bank of America NA, VRDN (a)

12,550,000

12,550,000

(Hallmark Health Sys. Proj.) Series 2008 C, 0.15%, LOC Bank of America NA, VRDN (a)

6,800,000

6,800,000

(Harvard Univ. Proj.):

Series BB 0.2%, VRDN (a)

86,305,000

86,305,000

Series R, 0.17%, VRDN (a)

12,300,000

12,300,000

Series Y, 0.16%, VRDN (a)

1,700,000

1,700,000

(Harvard Vanguard Med. Associates Proj.) Series 2004, 0.2%, LOC TD Banknorth, NA, VRDN (a)

2,900,000

2,900,000

(Henry Heywood Memorial Hosp. Proj.) Series 2008 C, 0.19%, LOC TD Banknorth, NA, VRDN (a)

6,605,000

6,605,000

(Massachusetts Institute of Technology Proj.):

Series 2001 J1, 0.2%, VRDN (a)

35,980,000

35,980,000

Series 2001 J2, 0.16%, VRDN (a)

2,600,000

2,600,000

(Mount Ida College Proj.) Series 2007 A, 0.18%, LOC Bank of America NA, VRDN (a)

1,000,000

1,000,000

(New England Aquarium Corp. Proj.) Series 2007 A, 0.19%, LOC Banco Santander SA, VRDN (a)

20,780,000

20,780,000

(Northeast Hosp. Corp. Proj.):

Series 2004 G, 0.18%, LOC JPMorgan Chase Bank, VRDN (a)

38,525,000

38,525,000

Series 2006 H, 0.19%, LOC Bank of America NA, VRDN (a)

23,000,000

23,000,000

(Northeastern Univ. Proj.):

Series 2008 Q, 0.2%, LOC Bank of America NA, VRDN (a)

16,500,000

16,500,000

Series 2008 U, 0.2%, LOC JPMorgan Chase Bank, VRDN (a)

11,480,000

11,480,000

Series 2008 W, 0.17%, LOC TD Banknorth, NA, VRDN (a)

11,800,000

11,800,000

(Partners HealthCare Sys., Inc. Proj.):

Series D1, 0.17%, VRDN (a)

22,855,000

22,855,000

Series D5, 0.17%, VRDN (a)

9,155,000

9,155,000

Series D6, 0.17%, VRDN (a)

7,050,000

7,050,000

(Peabody Essex Museum Proj.) Series 2002, 0.18%, LOC Bank of America NA, VRDN (a)

7,075,000

7,075,000

(Southcoast Health Sys. Obligated Group Proj.) Series 2008 C, 0.15%, LOC Bank of America NA, VRDN (a)

14,600,000

14,600,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts Health & Edl. Facilities Auth. Rev.: - continued

(Stonehill College Proj.) Series 2008 K, 0.2%, LOC Bank of America NA, VRDN (a)

$ 9,245,000

$ 9,245,000

(Wellesley College Proj.):

Series 2008 I, 0.17%, VRDN (a)

5,580,000

5,580,000

Series B, 0.2%, VRDN (a)

3,000,000

3,000,000

(Williams College Proj.):

Series 2006 J, 0.18%, VRDN (a)

15,000,000

15,000,000

Series I, 0.16%, VRDN (a)

16,595,000

16,595,000

(Winchester Hosp. Proj.):

Series 2004 F, 0.2%, LOC Bank of America NA, VRDN (a)

15,170,000

15,170,000

Series 2004 G, 0.2%, LOC Bank of America NA, VRDN (a)

3,665,000

3,665,000

Series 2009 O-1, 0.18%, LOC Fed. Home Ln. Bank of Boston, VRDN (a)

39,995,000

39,995,000

0.32% 6/15/10, CP

41,025,000

41,025,000

Massachusetts Hsg. Fin. Agcy. Hsg. Rev.:

Series 2004 A, 0.21%, LOC Lloyds TSB Bank PLC, VRDN (a)(d)

24,600,000

24,600,000

Series 2008 A, 0.21%, LOC Lloyds TSB Bank PLC, VRDN (a)(d)

12,000,000

12,000,000

Massachusetts Hsg. Fin. Agcy. Multi-Family Rev.:

(Princeton Crossing LP Proj.) Series 1996 A, 0.25%, LOC Fannie Mae, VRDN (a)(d)

20,800,000

20,800,000

Series 2009 A, 0.18%, LOC Bank of America NA, VRDN (a)

10,530,000

10,530,000

Massachusetts Indl. Fin. Agcy. Indl. Dev. Rev.:

(346 Univ. LLC Proj.) Series 1996, 0.21%, LOC Bank of America NA, VRDN (a)(d)

1,400,000

1,400,000

(BBB Esq. LLC Proj.) Series 1996, 0.21%, LOC Bank of America NA, VRDN (a)(d)

1,000,000

1,000,000

(Boutwell Owens & Co., Inc. Proj.) Series 1998, 0.28%, LOC Wells Fargo Bank NA, VRDN (a)(d)

725,000

725,000

(Brady Enterprises Proj.) Series 1996, 0.28%, LOC Bank of America NA, VRDN (a)(d)

1,450,000

1,450,000

(Decas Cranberry Proj.) Series 1997, 0.28%, LOC Bank of America NA, VRDN (a)(d)

3,000,000

3,000,000

(Interpolymer Corp. Proj.) Series 1992, 0.21%, LOC Bank of America NA, VRDN (a)(d)

800,000

800,000

(Riverdale Mills Corp. Proj.) Series 1995, 0.21%, LOC Bank of America NA, VRDN (a)(d)

600,000

600,000

(United Plastics Proj.) Series 1997, 0.28%, LOC Wells Fargo Bank NA, VRDN (a)(d)

1,850,000

1,850,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts Indl. Fin. Agcy. Poll. Cont. Rev. Bonds (New England Pwr. Co. Proj.):

Series 1992, 0.75% tender 2/3/10, CP mode

$ 4,100,000

$ 4,100,000

Series 1993 A, 0.75% tender 2/3/10, CP mode

9,300,000

9,300,000

Series 1993 B, 0.8% tender 2/10/10, CP mode

9,500,000

9,500,000

Massachusetts Indl. Fin. Agcy. Rev. Bonds (Massachusetts Biomedical Research Corp. Proj.) Series A2, 0% 8/1/10

3,000,000

2,983,718

Massachusetts Port Auth. Rev.:

Series 2003 A, 0.3% 2/12/10, LOC Bank of New York, New York, CP

5,000,000

5,000,000

Series 2003 B, 0.32% 2/11/10, LOC Bank of New York, New York, CP (d)

59,000,000

59,000,000

Series 2008 A, 0.19%, LOC Bank of America NA, VRDN (a)

12,040,000

12,040,000

Series 2008 B, 0.22%, LOC Bank of America NA, VRDN (a)(d)

98,125,000

98,125,000

Massachusetts Port Auth. Spl. Proj. Rev. (Harborside Hyatt Proj.) Series 2001 A, 0.27%, LOC Royal Bank of Scotland PLC, VRDN (a)(d)

37,100,000

37,100,000

Massachusetts School Bldg. Auth. Dedicated Sales Tax Rev. Participating VRDN:

Series BA 08 1082, 0.21% (Liquidity Facility Bank of America NA) (a)(f)

7,020,000

7,020,000

Series BA 08 3307, 0.21% (Liquidity Facility Bank of America NA) (a)(f)

5,000,000

5,000,000

Series EGL 07 0031, 0.19% (Liquidity Facility Citibank NA) (a)(f)

32,600,000

32,600,000

Series EGL 07 0032, 0.19% (Liquidity Facility Citibank NA) (a)(f)

69,300,000

69,300,000

Series EGL 07 0067, 0.19% (Liquidity Facility Citibank NA) (a)(f)

41,660,000

41,660,000

Series EGL 07 0092, 0.19% (Liquidity Facility Citibank NA) (a)(f)

45,095,000

45,095,000

Series Putters 1185, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(f)

10,190,000

10,190,000

Series Putters 1197, 0.23% (Liquidity Facility JPMorgan Chase Bank) (a)(f)

1,000,000

1,000,000

Series Putters 2479Z, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(f)

9,595,000

9,595,000

Series Putters 2857, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(f)

8,180,000

8,180,000

Series ROC II R 10413, 0.19% (Liquidity Facility Citibank NA) (a)(f)

6,435,000

6,435,000

Series Solar 05 03, 0.19% (Liquidity Facility U.S. Bank NA, Minnesota) (a)(f)

20,425,000

20,425,000

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Massachusetts State Dev. Fin. Agcy. Elec. Util. Rev. Bonds (Nantucket Elec. Co. Proj.) Series 2007, 0.9% tender 2/4/10, CP mode (d)

$ 12,300,000

$ 12,300,000

Massachusetts Wtr. Poll. Abatement Trust Participating VRDN:

Series BBT 08 40, 0.18% (Liquidity Facility Branch Banking & Trust Co.) (a)(f)

15,510,000

15,510,000

Series PT 4644, 0.18% (Liquidity Facility Deutsche Postbank AG) (a)(f)

11,285,000

11,285,000

Series Putters 3159, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(f)

15,490,000

15,490,000

Massachusetts Wtr. Resources Auth. Wtr. & Swr. Rev.:

Participating VRDN:

Series DCL 07 001, 0.23% (Liquidity Facility Dexia Cr. Local de France) (a)(f)

25,180,000

25,180,000

Series EGL 7050011 Class A, 0.19% (Liquidity Facility Citibank NA) (a)(f)

10,990,000

10,990,000

Series MS 2935, 0.3% (Liquidity Facility Bayerische Hypo-und Vereinsbank AG) (a)(f)

19,904,000

19,904,000

Series Putters 2848, 0.2% (Liquidity Facility JPMorgan Chase Bank) (a)(f)

7,835,000

7,835,000

Series Solar 06 86, 0.2% (Liquidity Facility U.S. Bank NA, Minnesota) (a)(f)

22,045,000

22,045,000

Series 1994:

0.2% 2/10/10, LOC Bayerische Landesbank Girozentrale, CP

1,400,000

1,400,000

0.4% 3/12/10, LOC Bayerische Landesbank Girozentrale, CP

13,300,000

13,300,000

Series 1999, 0.32% 2/4/10, LOC State Street Bank & Trust Co., Boston, CP

8,000,000

8,000,000

Series 2008 B, 0.18% (Liquidity Facility Bank of America NA), VRDN (a)

72,330,000

72,330,000

Series 2008 C, 0.35% (Liquidity Facility Bayerische Landesbank), VRDN (a)

11,000,000

11,000,000

Series 2008 E, 0.16% (Liquidity Facility JPMorgan Chase Bank), VRDN (a)

54,870,000

54,870,000

Series 2008 F, 0.17% (Liquidity Facility Bank of Nova Scotia New York Branch), VRDN (a)

22,300,000

22,300,000

Nantucket Gen. Oblig. BAN 1.5% 2/26/10

26,170,000

26,188,282

Needham Gen. Oblig. BAN 1% 6/15/10

2,000,800

2,005,278

Newburyport Gen. Oblig. BAN 1.25% 2/26/10

4,380,000

4,381,990

Plymouth Gen. Oblig.:

Bonds Series 2009, 2% 5/15/10

3,944,000

3,959,504

BAN Series 2009 A, 1.5% 5/13/10

4,000,000

4,010,228

Municipal Securities - continued

Principal Amount

Value

Massachusetts - continued

Shrewsbury Gen. Oblig. BAN Series 2008, 1.5% 11/19/10

$ 6,800,000

$ 6,851,210

Somerville Gen. Oblig. BAN 1.5% 2/19/10

10,834,000

10,838,082

Univ. of Massachusetts Bldg. Auth. Facilities Rev. Series 2008 1, 0.19%, LOC Lloyds TSB Bank PLC, VRDN (a)

83,165,000

83,165,000

Univ. of Massachusetts Bldg. Auth. Rev. Series 2008 3, 0.2%, LOC Bank of America NA, VRDN (a)

74,675,000

74,675,000

 

4,071,551,964

Missouri - 0.1%

Missouri Higher Ed. Ln. Auth. Student Ln. Rev. Series 2008 A2, 0.23%, LOC Bank of America NA, VRDN (a)(d)

4,600,000

4,600,000

Nebraska - 0.3%

Nebraska Invt. Fin. Auth. Single Family Hsg. Rev.:

Series 2007 B, 0.28% (Liquidity Facility Fed. Home Ln. Bank Topeka), VRDN (a)(d)

6,365,000

6,365,000

Series 2007 J, 0.28% (Liquidity Facility Fed. Home Ln. Bank Topeka), VRDN (a)(d)

6,050,000

6,050,000

 

12,415,000

Nevada - 0.1%

Clark County Arpt. Rev. Series 2008 D2, 0.27%, LOC Landesbank Baden-Wuert, VRDN (a)

5,100,000

5,100,000

New Hampshire - 0.1%

Manchester Arpt. Rev. Series 2008, 0.35%, LOC RBS Citizens NA, VRDN (a)(d)

3,100,000

3,100,000

Ohio - 0.4%

Dayton Montgomery County Port Auth. Spl. Arpt. Facilities Rev. (Wilmington Air Park, Inc. Proj.) Series 2007 B, 4% (Deutsche Post AG Guaranteed), VRDN (a)(d)

17,400,000

17,400,000

Pennsylvania - 0.4%

Delaware County Auth. Rev. (White Horse Village Proj.) Series 2006 B, 0.31%, LOC Citizens Bank of Pennsylvania, VRDN (a)

9,985,000

9,985,000

Pennsylvania Higher Edl. Facilities Auth. Rev. (St. Joseph's Univ. Proj.) Series 2008 B, 0.22%, LOC Citizens Bank of Pennsylvania, VRDN (a)

11,800,000

11,800,000

 

21,785,000

Puerto Rico - 0.9%

Puerto Rico Commonwealth Pub. Impt. Gen. Oblig.:

Series 2007 A7, 0.14%, LOC UBS AG, VRDN (a)

14,200,000

14,200,000

Municipal Securities - continued

Principal Amount

Value

Puerto Rico - continued

Puerto Rico Commonwealth Pub. Impt. Gen. Oblig.: - continued

Series 2007 A8, 0.08%, LOC Wachovia Bank NA, VRDN (a)

$ 21,300,000

$ 21,300,000

Series 2007 A9, 0.08%, LOC Wachovia Bank NA, VRDN (a)

8,700,000

8,700,000

 

44,200,000

South Carolina - 0.4%

South Carolina Jobs-Econ. Dev. Auth. Econ. Dev. Rev.:

(ACI Industries LLC Proj.) 0.38%, LOC Wachovia Bank NA, VRDN (a)(d)

4,480,000

4,480,000

(Bon Secours Health Sys. Proj.) Series 2008 D, 0.27%, LOC Landesbank Baden-Wuert, VRDN (a)

13,400,000

13,400,000

 

17,880,000

Utah - 0.3%

Utah Transit Auth. Sales Tax Rev. Participating VRDN Series PT 4606, 0.25% (Liquidity Facility Deutsche Postbank AG) (a)(f)

13,385,000

13,385,000

Washington - 0.3%

Chelan County Pub. Util. District #1 Rev. Participating VRDN Series Putters 3362, 0.35% (Liquidity Facility JPMorgan Chase Bank) (a)(d)(f)

9,970,000

9,970,000

Port of Seattle Rev. Series 2005, 0.28%, LOC Fortis Banque SA, VRDN (a)(d)

4,300,000

4,300,000

 

14,270,000

West Virginia - 0.1%

Wood County Commission Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) Series A, 0.3%, LOC Bank of America NA, VRDN (a)(d)

6,580,000

6,580,000

Municipal Securities - continued

Shares

Value

Other - 11.5%

Fidelity Municipal Cash Central Fund, 0.22% (b)(c)

564,370,000

$ 564,370,000

TOTAL INVESTMENT PORTFOLIO - 99.1%

(Cost $4,839,591,964)

4,839,591,964

NET OTHER ASSETS - 0.9%

45,962,255

NET ASSETS - 100%

$ 4,885,554,219

Security Type Abbreviations

BAN - BOND ANTICIPATION NOTE

CP - COMMERCIAL PAPER

RAN - REVENUE ANTICIPATION NOTE

VRDN - VARIABLE RATE DEMAND NOTE

Legend

(a) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(b) Information in this report regarding holdings by state and security types does not reflect the holdings of the Fidelity Municipal Cash Central Fund.

(c) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(d) Private activity obligations whose interest is subject to the federal alternative minimum tax for individuals.

(e) Security collateralized by an amount sufficient to pay interest and principal.

(f) Provides evidence of ownership in one or more underlying municipal bonds.

Affiliated Central Funds

Information regarding fiscal year to date income earned by the Fund from investments in Fidelity Central Funds is as follows:

Fund

Income earned

Fidelity Municipal Cash Central Fund

$ 1,674,572

Other Information

All investments are categorized as Level 2 under the Fair Value Hierarchy. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, please refer to the Security Valuation section in the accompanying Notes to Financial Statements.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Massachusetts Municipal Money Market Fund

Financial Statements

Statement of Assets and Liabilities

 

January 31, 2010

 

 

 

Assets

Investment in securities, at value - See accompanying schedule:

Unaffiliated issuers (cost $4,275,221,964)

$ 4,275,221,964

 

Fidelity Central Funds (cost $564,370,000)

564,370,000

 

Total Investments (cost $4,839,591,964)

 

$ 4,839,591,964

Cash

512,910

Receivable for investments sold

82,000,271

Receivable for fund shares sold

62,103,818

Interest receivable

5,010,532

Distributions receivable from Fidelity Central Funds

91,732

Prepaid expenses

14,033

Other receivables

2,574

Total assets

4,989,327,834

 

 

 

Liabilities

Payable for investments purchased

$ 63,014,974

Payable for fund shares redeemed

39,242,361

Distributions payable

466

Accrued management fee

929,513

Other affiliated payables

545,148

Other payables and accrued expenses

41,153

Total liabilities

103,773,615

 

 

 

Net Assets

$ 4,885,554,219

Net Assets consist of:

 

Paid in capital

$ 4,885,039,565

Accumulated undistributed net realized gain (loss) on investments

514,654

Net Assets, for 4,881,034,294 shares outstanding

$ 4,885,554,219

Net Asset Value, offering price and redemption price per share ($4,885,554,219 ÷ 4,881,034,294 shares)

$ 1.00

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Operations

 

Year ended January 31, 2010

 

 

 

Investment Income

 

 

Interest

 

$ 23,222,981

Income from Fidelity Central Funds

 

1,674,572

Total income

 

24,897,553

 

 

 

Expenses

Management fee

$ 18,168,545

Transfer agent fees

6,055,902

Accounting fees and expenses

423,671

Custodian fees and expenses

76,703

Independent trustees' compensation

17,425

Registration fees

37,596

Audit

47,692

Legal

31,772

Money Market Guarantee Program Fee

1,344,857

Miscellaneous

874,114

Total expenses before reductions

27,078,277

Expense reductions

(5,057,448)

22,020,829

Net investment income

2,876,724

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

 

 

Unaffiliated issuers

 

637,176

Net increase in net assets resulting from operations

$ 3,513,900

See accompanying notes which are an integral part of the financial statements.

Annual Report

Fidelity Massachusetts Municipal Money Market Fund
Financial Statements - continued

Statement of Changes in Net Assets

 

Year ended
January 31,
2010

Year ended
January 31,
2009

Increase (Decrease) in Net Assets

 

 

Operations

 

 

Net investment income

$ 2,876,724

$ 77,915,246

Net realized gain (loss)

637,176

1,338,813

Net increase in net assets resulting
from operations

3,513,900

79,254,059

Distributions to shareholders from net investment income

(2,876,796)

(77,917,267)

Distributions to shareholders from net realized gain

-

(1,084,429)

Total distributions

(2,876,796)

(79,001,696)

Share transactions at net asset value of $1.00 per share
Proceeds from sales of shares

12,623,697,361

17,509,656,364

Reinvestment of distributions

2,836,134

77,400,931

Cost of shares redeemed

(13,070,033,291)

(17,833,693,240)

Net increase (decrease) in net assets and shares resulting from share transactions

(443,499,796)

(246,635,945)

Total increase (decrease) in net assets

(442,862,692)

(246,383,582)

 

 

 

Net Assets

Beginning of period

5,328,416,911

5,574,800,493

End of period

$ 4,885,554,219

$ 5,328,416,911

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights

Years ended January 31,
2010
2009
2008
2007
2006

Selected Per-Share Data

 

 

 

 

 

Net asset value, beginning of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Income from Investment Operations

 

 

 

 

 

Net investment income

  .001

  .014

  .031

  .030

  .021

Net realized and unrealized gain (loss) D

  -

  -

  -

  -

  -

Total from investment operations

  .001

  .014

  .031

  .030

  .021

Distributions from net investment income

  (.001)

  (.014)

  (.031)

  (.030)

  (.021)

Distributions from net realized gain

  -

  - D

  -

  -

  -

Total distributions

  (.001)

  (.014)

  (.031)

  (.030)

  (.021)

Net asset value, end of period

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

Total Return A

  .06%

  1.46%

  3.16%

  3.03%

  2.07%

Ratios to Average Net Assets B, C

 

 

 

 

Expenses before reductions

  .55%

  .52%

  .50%

  .51%

  .51%

Expenses net of fee waivers, if any

  .45%

  .52%

  .50%

  .51%

  .51%

Expenses net of all reductions

  .45%

  .47%

  .40%

  .39%

  .42%

Net investment income

  .06%

  1.43%

  3.11%

  2.99%

  2.07%

Supplemental Data

 

 

 

 

 

Net assets, end of period (000 omitted)

$ 4,885,554

$ 5,328,417

$ 5,574,800

$ 4,983,733

$ 4,166,724

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Fees and expenses of the underlying Fidelity Central Funds are not included in the Fund's expense ratio. The Fund indirectly bears its proportionate share of the expenses of any underlying Fidelity Central Funds.

C Expense ratios reflect operating expenses of the Fund. Expenses before reductions do not reflect amounts reimbursed or waived or reductions from expense offset arrangements and do not represent the amount paid by the Fund during periods when reimbursements, waivers or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement and waivers but prior to reductions from expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the Fund.

D Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended January 31, 2010

1. Organization.

Fidelity Massachusetts Municipal Income Fund (the Income Fund) and Fidelity Massachusetts Municipal Money Market Fund (the Money Market Fund) are funds of Fidelity Massachusetts Municipal Trust (the trust). The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The Income Fund is a non-diversified fund. Each Fund is authorized to issue an unlimited number of shares. Each Fund may be affected by economic and political developments in the state of Massachusetts.

2. Investments in Fidelity Central Funds.

The Funds may invest in Fidelity Central Funds, which are open-end investment companies available only to other investment companies and accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. The Funds' Schedules of Investments list each of the Fidelity Central Funds held as of period end, if any, as an investment of each Fund, but does not include the underlying holdings of each Fidelity Central Fund. As an Investing Fund, the Funds indirectly bear their proportionate share of the expenses of the underlying Fidelity Central Funds.

The Money Market Central Funds seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

A complete unaudited list of holdings for each Fidelity Central Fund is available upon request or at the Securities and Exchange Commission (the SEC) web site at www.sec.gov. In addition, the financial statements of the Fidelity Central Funds, which are not covered by the Funds' Report of Independent Registered Public Accounting Firm, are available on the SEC web site or upon request.

3. Significant Accounting Policies.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Funds:

Security Valuation. Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. The Income Fund uses independent pricing services approved by the Board of Trustees to value its investments. When current market prices

Annual Report

3. Significant Accounting Policies - continued

Security Valuation - continued

or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. Factors used in determining value may include significant market or security specific events, changes in interest rates and credit quality. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value used for net asset value (NAV) calculation under these procedures may differ from published prices for the same securities.

Each Fund categorizes the inputs to valuation techniques used to value their investments into a disclosure hierarchy consisting of three levels as shown below.

Level 1 - quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, etc.)

Level 3 - unobservable inputs (including the fund's own assumptions based on the best information available)

For the Income Fund, changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The aggregate value of investments by input level, as of January 31, 2010, for each Fund's investments, as well as a roll forward of Level 3 securities, is included at the end of each Fund's Schedule of Investments. Valuation techniques used to value each Fund's investments by major category are as follows.

For the Income Fund, debt securities, including restricted securities, are valued based on evaluated quotations received from independent pricing services or from dealers who make markets in such securities. For municipal securities, pricing services utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices and are generally categorized as Level 2 in the hierarchy. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value and are categorized as level 2 in the hierarchy.

When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing matrices which consider similar factors that would be used by independent pricing services. These are generally categorized as Level 2 in the hierarchy but may be Level 3 depending on the circumstances.

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Security Valuation - continued

As permitted by compliance with certain conditions under Rule 2a-7 of the 1940 Act, securities owned by the Money Market Fund are valued at amortized cost which approximates value and are categorized as Level 2 in the hierarchy.

Investment Transactions and Income. For financial reporting purposes, the Funds' investment holdings and NAV include trades executed through the end of the last business day of the period. The NAV per share for processing shareholder transactions is calculated as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time and includes trades executed through the end of the prior business day for the Income Fund and trades executed through the end of the current business day for the Money Market Fund. Gains and losses on securities sold are determined on the basis of identified cost. Interest income and distributions from the Fidelity Central Funds are accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each Fund in the trust. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known.

The Money Market Fund participated in the U.S. Treasury Department's Temporary Guarantee Program for Money Market Funds (the "Program") through September 18, 2009. The Money Market Fund paid the U.S. Treasury Department fees equal to 0.04% based on the number of shares outstanding as of September 19, 2008 to participate in the Program through September 18, 2009. The expense was borne by the Money Market Fund without regard to any expense limitation in effect for the Money Market Fund.

Income Tax Information and Distributions to Shareholders. Each year, each Fund intends to qualify as a regulated investment company by distributing substantially all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code and filing its U.S. federal tax return. As a result, no provision for income taxes is required. As of January 31, 2010, each Fund did not have any unrecognized tax benefits in the accompanying financial statements. A Fund's federal tax return is subject to examination by the Internal Revenue Service (IRS) for a period of three years.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, certain Funds claimed a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Annual Report

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to market discount, deferred trustees compensation, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

The Funds purchase municipal securities whose interest, in the opinion of the issuer, is free from federal income tax. There is no assurance that the IRS will agree with this opinion. In the event the IRS determines that the issuer does not comply with relevant tax requirements, interest payments from a security could become federally taxable, possibly retroactively to the date the security was issued.

The federal tax cost of investment securities and unrealized appreciation (depreciation) as of period end were as follows for each Fund:

 

Tax cost

Gross unrealized appreciation

Gross unrealized depreciation

Net unrealized appreciation (depreciation)

Fidelity Massachusetts Municipal Income Fund

$ 2,299,942,202

$ 80,242,776

$ (25,616,580)

$ 54,626,196

Fidelity Massachusetts Municipal Money Market Fund

4,839,591,964

-

-

-

The tax-based components of distributable earnings as of period end were as follows for each Fund:

 

Undistributed tax-exempt income

Undistributed long-term capital gain

Capital loss carryforward

Net unrealized appreciation (depreciation)

Fidelity Massachusetts Municipal Income Fund

$ 73,605

$ -

$ (8,863,239)

$ 54,626,196

Fidelity Massachusetts Municipal Money Market Fund

224,286

290,997

-

-

Annual Report

Notes to Financial Statements - continued

3. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The tax character of distributions paid was as follows:

January 31, 2010

Tax-exempt Income

Ordinary
Income

Long-term Capital Gains

Total

Fidelity Massachusetts Municipal Income Fund

$ 84,965,232

$ 59,705

$ -

$ 85,024,937

Fidelity Massachusetts Municipal Money Market Fund

2,876,796

-

-

2,876,796

January 31, 2009

Tax-exempt Income

Ordinary
Income

Long-term Capital Gains

Total

Fidelity Massachusetts Municipal Income Fund

$ 79,495,695

$ -

$ 2,489,673

$ 81,985,368

Fidelity Massachusetts Municipal Money Market Fund

77,917,267

-

1,084,429

79,001,696

Short-Term Trading (Redemption) Fees. Shares held in the Income Fund less than 30 days are subject to a redemption fee equal to .50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by FMR, are retained by the Fund and accounted for as an addition to paid in capital.

4. Operating Policies.

Delayed Delivery Transactions and When-Issued Securities. Certain Funds may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in each applicable Fund's Schedule of Investments. Certain Funds may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, each applicable Fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Restricted Securities. Certain Funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of

Annual Report

4. Operating Policies - continued

Restricted Securities - continued

these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of each applicable Fund's Schedule of Investments.

5. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities, for the Income Fund aggregated $468,962,446 and $60,299,685, respectively.

6. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Funds with investment management related services for which the Funds pay a monthly management fee. The management fee is the sum of an individual fund fee rate and a group fee rate. The individual fund fee rate is applied to each Fund's average net assets. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, each Fund's annual management fee rate expressed as a percentage of each Fund's average net assets was as follows:

 

Individual Rate

Group Rate

Total

Fidelity Massachusetts Municipal Income Fund

.25%

.12%

.37%

Fidelity Massachusetts Municipal Money Market Fund

.25%

.12%

.37%

Transfer Agent and Accounting Fees. Citibank, N.A. (Citibank) is the custodian, transfer agent and shareholder servicing agent for the Funds. Citibank has entered into a sub-arrangement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, under which FIIOC performs the activities associated with the Funds' transfer, dividend disbursing and shareholder servicing agent functions. The Funds pay account fees and asset-based fees that vary according to account size and type of account. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to the following annual rates expressed as a percentage of average net assets:

Fidelity Massachusetts Municipal Income Fund

.07%

Fidelity Massachusetts Municipal Money Market Fund

.12%

Citibank also has a sub-arrangement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR, under which FSC maintains the Fund's accounting records. The fee is based on the level of average net assets for the month.

Annual Report

Notes to Financial Statements - continued

7. Committed Line of Credit.

The Income Fund participates with other funds managed by FMR in a $3.5 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The participating funds have agreed to pay commitment fees on their pro-rata portion of the line of credit, which is reflected in Miscellaneous Expense on the Statement of Operations, and is as follows:

Fidelity Massachusetts Municipal Income Fund

$ 11,343

During the period, there were no borrowings on this line of credit.

8. Expense Reductions.

FMR or its affiliates voluntarily agreed to waive certain fees during the period for the Money Market fund. The amount of the waiver is $5,031,451.

In addition, through arrangements with the Funds' custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce fund expenses. These expense reductions are noted in the table below.

 

Custody
expense
reduction

Transfer
Agent
expense
reduction

Accounting
expense
reduction

Fidelity Massachusetts Municipal Income Fund

$ 19,332

$ 11,037

$ 3

Fidelity Massachusetts Municipal Money Market Fund

25,566

311

120

9. Other.

The Funds' organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Funds. In the normal course of business, the Funds may also enter into contracts that provide general indemnifications. The Funds' maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Funds. The risk of material loss from such claims is considered remote.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Massachusetts Municipal Trust and Shareholders of Fidelity Massachusetts Municipal Income Fund and Fidelity Massachusetts Municipal Money Market Fund:

We have audited the accompanying statements of assets and liabilities of Fidelity Massachusetts Municipal Income Fund and Fidelity Massachusetts Municipal Money Market Fund (the Funds), funds of Fidelity Massachusetts Municipal Trust, including the schedules of investments, as of January 31, 2010, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of January 31, 2010, by correspondence with the custodians and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Fidelity Massachusetts Municipal Income Fund and Fidelity Massachusetts Municipal Money Market Fund as of January 31, 2010, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Boston, Massachusetts

March 12, 2010

Annual Report

Trustees and Officers

The Trustees and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, oversee management of the risks associated with such activities and contractual arrangements, and review each fund's performance. Except for James C. Curvey, each of the Trustees oversees 188 funds advised by FMR or an affiliate. Mr. Curvey oversees 410 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who is not an interested person (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. The executive officers hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

Experience, Skills, Attributes, and Qualifications of the Funds' Trustees. The Governance and Nominating Committee has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates ("Statement of Policy"). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.

In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.

Annual Report

Trustees and Officers - continued

Board Structure and Oversight Function. Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Kenneth L. Wolfe serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity funds are overseen by different Boards of Trustees. The funds' Board oversees Fidelity's investment-grade bond, money market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds' activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the funds' business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or through FMR, its affiliates and other service providers, the funds' exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the funds' activities, oversight is exercised primarily through the Operations and Audit Committees. Appropriate personnel, including but not limited to the funds' Chief Compliance Officer ("CCO"), FMR's internal auditor, the independent accountants, the funds' Treasurer and portfolio management personnel, make periodic reports to the Board's committees, as appropriate. The responsibilities of each committee, including their oversight responsibilities, are described further under "Standing Committees of the Funds' Trustees."

Annual Report

The funds' Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupations and Other Relevant Experience+

Abigail P. Johnson (48)

 

Year of Election or Appointment: 2009

Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of Personal and Workplace Investing (2005-present). Ms. Johnson is a Director of FMR LLC. Previously, Ms. Johnson served as President and a Director of FMR (2001-
2005), a Trustee of other investment companies advised by FMR, Fidelity Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds (2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.

James C. Curvey (74)

 

Year of Election or Appointment: 2007

Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-present) and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University.

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for each fund.

Annual Report

Trustees and Officers - continued

Independent Trustees:

Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupations and Other Relevant Experience+

Albert R. Gamper, Jr. (67)

 

Year of Election or Appointment: 2006

Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). He also served as President and Chief Executive Officer of Tyco Capital Corporation (2001-2002). Mr. Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities, 2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of Saint Barnabas Health Care System. Previously, Mr. Gamper served as Chairman of the Board of Governors, Rutgers University (2004-2007).

Robert F. Gartland (58)

 

Year of Election or Appointment: 2010

Mr. Gartland is a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-present) and is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Prior to his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including Managing Director (1987-2007).

Arthur E. Johnson (63)

 

Year of Election or Appointment: 2008

Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management, 2009-present) and AGL Resources, Inc. (holding company). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson and Ms. Abigail P. Johnson are not related.

Michael E. Kenneally (55)

 

Year of Election or Appointment: 2009

Prior to his retirement, Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds (2008-2009). Mr. Kenneally served as Chairman and Global Chief Executive Officer of Credit Suisse Asset Management (2003-2005). Mr. Kenneally was a Director of the Credit Suisse Funds (U.S. mutual funds, 2004-2008) and certain other closed-end funds (2004-2005) and was awarded the Chartered Financial Analyst (CFA) designation in 1991.

James H. Keyes (69)

 

Year of Election or Appointment: 2007

Mr. Keyes serves as a member of the Boards of Navistar International Corporation (manufacture and sale of trucks, buses, and diesel engines, since 2002) and Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, since 1998). Prior to his retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).

Marie L. Knowles (63)

 

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. Ms. Knowles currently serves as a Director of McKesson Corporation (healthcare service, since 2002). Ms. Knowles is an Honorary Trustee of the Brookings Institution and a member of the Board of the Catalina Island Conservancy and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California and the Foundation Board of the School of Architecture at the University of Virginia (2007-present). Previously, Ms. Knowles served as a Director of Phelps Dodge Corporation (copper mining and manufacturing, 1994-2007).

Kenneth L. Wolfe (70)

 

Year of Election or Appointment: 2005

Mr. Wolfe is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-present). Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive Officer of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical, 1993-2007), and Revlon, Inc. (personal care products, 2004-2009).

Annual Report

Trustees and Officers - continued

+ The information above includes each Trustee's principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for each fund.

Executive Officers:

Correspondence intended for each executive officer may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

John R. Hebble (51)

 

Year of Election or Appointment: 2008 

President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Hebble also serves as Assistant Treasurer of other Fidelity funds (2009-present) and is an employee of Fidelity Investments.

Boyce I. Greer (53)

 

Year of Election or Appointment: 2005 or 2006

Vice President of Fidelity's Fixed Income Funds (2006) and Asset Allocation Funds (2005). Mr. Greer is also a Trustee of other investment companies advised by FMR. Mr. Greer is President of the Asset Allocation Division (2008-present), President and a Director of Strategic Advisers, Inc. (2008-present), President and a Director of Fidelity Investments Money Management, Inc. (2007-present), and an Executive Vice President of FMR and FMR Co., Inc. (2005-present). Previously, Mr. Greer served as a Director and Managing Director of Strategic Advisers, Inc. (2002-2005).

Christopher P. Sullivan (55)

 

Year of Election or Appointment: 2009

Vice President of Fidelity's Bond Funds. Mr. Sullivan also serves as President of Fidelity's Bond Division (2009-present). Previously, Mr. Sullivan served as Managing Director, Co-Head of U.S. Fixed Income at Goldman Sachs Asset Management (2001-2009).

Robert P. Brown (46)

 

Year of Election or Appointment: 2010

Vice President of Fidelity's Money Market Funds. Mr. Brown also serves as President, Money Market Group of FMR (2010-present) and is an employee of Fidelity Investments.

Scott C. Goebel (42)

 

Year of Election or Appointment: 2008

Secretary and Chief Legal Officer (CLO) of the Fidelity funds. Mr. Goebel also serves as General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); Deputy General Counsel of FMR LLC; Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), Fidelity Investments Money Management, Inc. (2008-present), Fidelity Management & Research (U.K.) Inc. (2008-present), and Fidelity Research and Analysis Company (2008-present). Previously, Mr. Goebel served as Assistant Secretary of the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).

Holly C. Laurent (55)

 

Year of Election or Appointment: 2008

Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Laurent is an employee of Fidelity Investments. Previously, Ms. Laurent was Senior Vice President and Head of Legal for Fidelity Business Services India Pvt. Ltd. (2006-2008), and Senior Vice President, Deputy General Counsel and Group Head for FMR LLC (2005-2006).

Christine Reynolds (51)

 

Year of Election or Appointment: 2008

Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).

Michael H. Whitaker (42)

 

Year of Election or Appointment: 2008

Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer (2004-2006), and Assistant General Counsel.

Jeffrey S. Christian (48)

 

Year of Election or Appointment: 2009

Deputy Treasurer of the Fidelity funds. Mr. Christian is an employee of Fidelity Investments. Previously, Mr. Christian served as Chief Financial Officer (2008-2009) of certain Fidelity funds, Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (2004-2009), and as Vice President of Business Analysis (2003-2004).

Bryan A. Mehrmann (48)

 

Year of Election or Appointment: 2005

Deputy Treasurer of the Fidelity funds. Mr. Mehrmann is an employee of Fidelity Investments. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Company, Inc. (FIIOC) Client Services (1998-2004).

Stephanie J. Dorsey (40)

 

Year of Election or Appointment: 2008

Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey is an employee of Fidelity Investments (2008-present). Previously, Ms. Dorsey served as Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.

Paul M. Murphy (62)

 

Year of Election or Appointment: 2007

Assistant Treasurer of the Fidelity funds. Mr. Murphy is an employee of Fidelity Investments. Previously, Mr. Murphy served as Chief Financial Officer of the Fidelity funds (2005-2006), Vice President and Associate General Counsel of FMR (2007), and Senior Vice President of Fidelity Pricing and Cash Management Services (FPCMS) (1994-2007).

Kenneth B. Robins (40)

 

Year of Election or Appointment: 2009

Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and Treasurer of other Fidelity funds and is an employee of Fidelity Investments (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004).

Gary W. Ryan (51)

 

Year of Election or Appointment: 2005

Assistant Treasurer of the Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as Vice President of Fund Reporting in Fidelity Pricing and Cash Management Services (FPCMS) (1999-2005).

Annual Report

Distributions (Unaudited)

The funds hereby designate as capital gain dividend the amounts noted below for the taxable year ended January 31, 2010, or, if subsequently determined to be different, the net capital gain of such year.

Fund

 

Fidelity Massachusetts Municipal Income Fund

$-

Fidelity Massachusetts Municipal Money Market Fund

$575,593

During fiscal year ended 2010, 100% of each fund's income dividends were free from federal income tax, and 5.75% and 21.57% of Fidelity Massachusetts Municipal Income Fund and Fidelity Massachusetts Municipal Money Market Fund's income dividends, respectively, were subject to the federal alternative minimum tax.

The fund will notify shareholders in January 2011 of amounts for use in preparing 2010 income tax returns.

Annual Report

Proxy Voting Results

A special meeting of each fund's shareholders was held on August 14, 2009. The results of votes taken among shareholders on the proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1

To elect a Board of Trustees.A

 

# of
Votes

% of
Votes

James C. Curvey

Affirmative

4,648,389,032.15

94.719

Withheld

259,163,654.19

5.281

TOTAL

4,907,552,686.34

100.000

Albert R. Gamper, Jr.

Affirmative

4,677,208,938.31

95.306

Withheld

230,343,748.03

4.694

TOTAL

4,907,552,686.34

100.000

Abigail P. Johnson

Affirmative

4,668,111,507.17

95.121

Withheld

239,441,179.17

4.879

TOTAL

4,907,552,686.34

100.000

Arthur E. Johnson

Affirmative

4,675,370,528.52

95.269

Withheld

232,182,157.82

4.731

TOTAL

4,907,552,686.34

100.000

Michael E. Kenneally

Affirmative

4,683,454,150.28

95.434

Withheld

224,098,536.06

4.566

TOTAL

4,907,552,686.34

100.000

James H. Keyes

Affirmative

4,681,676,716.90

95.397

Withheld

225,875,969.44

4.603

TOTAL

4,907,552,686.34

100.000

Marie L. Knowles

Affirmative

4,673,624,930.52

95.233

Withheld

233,927,755.82

4.767

TOTAL

4,907,552,686.34

100.000

 

# of
Votes

% of
Votes

Kenneth L. Wolfe

Affirmative

4,678,330,980.10

95.329

Withheld

229,221,706.24

4.671

TOTAL

4,907,552,686.34

100.000

PROPOSAL 2

To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.A

 

# of
Votes

% of
Votes

Affirmative

3,957,138,917.49

80.633

Against

654,406,742.96

13.335

Abstain

229,994,032.00

4.687

Broker
Non-Votes

66,012,993.89

1.345

TOTAL

4,907,552,686.34

100.000

A Denotes trust-wide proposal and voting results.

Annual Report

Board Approval of Investment Advisory Contracts and Management Fees

Fidelity Massachusetts Municipal Income Fund / Fidelity Massachusetts Municipal Money Market Fund

Each year, the Board of Trustees, including the Independent Trustees (together, the Board), votes on the renewal of the management contract and sub-advisory agreements (together, the Advisory Contracts) for each fund. The Board, assisted by the advice of fund counsel and Independent Trustees' counsel, requests and considers a broad range of information throughout the year.

The Board meets regularly and considers at each of its meetings factors that are relevant to its annual consideration of the renewal of each fund's Advisory Contracts, including the services and support provided to each fund and its shareholders. The Board has established three standing committees, each composed of Independent Trustees with varying backgrounds, to which the Board has assigned specific subject matter responsibilities in order to enhance effective decision-making by the Board. The Operations Committee meets regularly throughout the year and, among other matters, considers matters specifically related to the annual consideration of the renewal of each fund's Advisory Contracts. The Board, acting directly and through its Committees, requests and receives information concerning the annual consideration of the renewal of each fund's Advisory Contracts. The Board also meets as needed to consider matters specifically related to the Board's annual consideration of the renewal of Advisory Contracts.

At its September 2009 meeting, the Board of Trustees, including the Independent Trustees, unanimously determined to renew each fund's Advisory Contracts. In reaching its determination, the Board considered all factors it believed relevant, including (i) the nature, extent, and quality of the services to be provided to each fund and its shareholders (including the investment performance of each fund); (ii) the competitiveness of each fund's management fee and total expenses; (iii) the total costs of the services to be provided by and the profits to be realized by Fidelity from its relationship with each fund; (iv) the extent to which economies of scale would be realized as each fund grows; and (v) whether fee levels reflect these economies of scale, if any, for the benefit of fund shareholders.

In considering whether to renew the Advisory Contracts for each fund, the Board ultimately reached a determination, with the assistance of fund counsel and Independent Trustees' counsel and through the exercise of its business judgment, that the renewal of the Advisory Contracts and the compensation to be received by Fidelity under the management contracts is consistent with Fidelity's fiduciary duty under applicable law. The Board's decision to renew the Advisory Contracts was not based on any single factor noted above, but rather was based on a comprehensive consideration of all the information provided to the Board at its meetings throughout the year. The Board, in reaching its determination to renew the Advisory Contracts, is aware that shareholders in each fund have a broad range of investment choices available to them, including a wide choice among mutual funds offered by competitors to Fidelity, and that each fund's shareholders, with the opportunity to review and weigh the disclosure provided by the fund in its prospectus and other public disclosures, have chosen to invest in that fund, managed by Fidelity.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Nature, Extent, and Quality of Services Provided. The Board considered staffing within the investment adviser, FMR, and the sub-advisers (together, the Investment Advisers), including the backgrounds of the funds' investment personnel and the funds' investment objectives and disciplines. The Independent Trustees also had discussions with senior management of Fidelity's investment operations and investment groups. The Board considered the structure of the portfolio manager compensation program and whether this structure provides appropriate incentives.

Resources Dedicated to Investment Management and Support Services. The Board reviewed the size, education, and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training, and retaining portfolio managers and other research, advisory, and management personnel. In response to the recent financial crisis, Fidelity took a number of actions intended to cut costs and improve efficiency without weakening the investment teams or resources. The Board specifically noted Fidelity's response to the 2008 credit market crisis. The Board noted that Fidelity's analysts have access to a variety of technological tools and market and securities data that enable them to perform both fundamental and quantitative analysis and to specialize in various disciplines. The Board considered Fidelity's extensive global research capabilities that enable the Investment Advisers to aggregate data from various sources in an effort to produce positive investment results. The Board also considered that Fidelity's portfolio managers and analysts have access to daily portfolio attribution that allows for monitoring of a fund's portfolio, as well as an electronic communication system that provides immediate real-time access to research concerning issuers and credit enhancers. In addition, the Board considered the trading resources that are an integral part of the fixed-income portfolio management investment process.

Shareholder and Administrative Services. The Board considered (i) the nature, extent, quality, and cost of advisory, administrative, distribution, and shareholder services performed by the Investment Advisers and their affiliates under the Advisory Contracts and under separate agreements covering transfer agency and pricing and bookkeeping services for each fund; (ii) the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians; and (iii) the resources devoted to, and the record of compliance with, each fund's compliance policies and procedures.

The Board noted that the growth of fund assets over time across the complex allows Fidelity to reinvest in the development of services designed to enhance the value or convenience of the Fidelity funds as investment vehicles. These services include 24-hour access to account information and market information through phone representatives and over the Internet, and investor education materials and asset allocation tools.

Annual Report

Investment in a Large Fund Family. The Board considered the benefits to shareholders of investing in a Fidelity fund, including the benefits of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing a large variety of mutual fund investor services. The Board noted that Fidelity had taken a number of actions over the previous year that benefited particular funds, including (i) dedicating additional resources to investment research and to restructure and broaden the focus of the investment research teams; (ii) bolstering the senior management team that oversees asset management; (iii) contractually agreeing to reduce the management fee on Fidelity U.S. Bond Index Fund; and (iv) expanding Class A and Class T load waiver categories to increase rollover retention opportunities and create consistent policies across the classes.

Investment Performance. The Board considered whether each fund has operated in accordance with its investment objective, as well as its record of compliance with its investment restrictions. It also reviewed each fund's absolute investment performance, as well as each fund's relative investment performance measured against (i) a broad-based securities market index (bond fund only, as money market funds are typically not compared against a market index), and (ii) a peer group of mutual funds deemed appropriate by the Board over multiple periods. For each fund, the following charts considered by the Board show, over the one-, three-, and five-year periods ended December 31, 2008, the fund's cumulative total returns, the cumulative total returns of a broad-based securities market index ("benchmark") (bond fund only), and a range of cumulative total returns of a peer group of mutual funds identified by Lipper Inc. as having an investment objective similar to that of the fund. The box within each chart shows the 25th percentile return (bottom of box) and the 75th percentile return (top of box) of the peer group. Returns shown above the box are in the first quartile and returns shown below the box are in the fourth quartile. The percentage beaten number noted below each chart corresponds to the percentile box and represents the percentage of funds in the peer group whose performance was equal to or lower than that of the fund.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Massachusetts Municipal Income Fund

fid199

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of the fund was in the first quartile for all the periods shown. The Board also stated that the investment performance of the fund was lower than its benchmark for all the periods shown. The Board discussed with FMR actions that have been taken by FMR to improve the fund's below-benchmark performance. The Board also reviewed the fund's performance during 2009.

Fidelity Massachusetts Municipal Money Market Fund

fid201

Annual Report

The Board reviewed the fund's relative investment performance against its peer group and stated that the performance of the fund was in the third quartile for the one-year period and the second quartile for the three- and five-year periods. The Board also reviewed the fund's performance during 2009.

Based on its review, and giving particular weight to the nature and quality of the resources dedicated by the Investment Advisers to maintain and improve relative performance and factoring in the unprecedented recent market events, the Board concluded that the nature, extent, and quality of the services provided to each fund will benefit each fund's shareholders, particularly in light of the Board's view that each fund's shareholders benefit from investing in a fund that is part of a large family of funds offering a variety of investment disciplines and services.

Competitiveness of Management Fee and Total Fund Expenses. The Board considered each fund's management fee and total expenses compared to "mapped groups" of competitive funds and classes. Fidelity creates "mapped groups" by combining similar Lipper investment objective categories that have comparable management fee characteristics. Combining Lipper investment objective categories aids the Board's management fee and total expense comparisons by broadening the competitive group used for comparison and by reducing the number of universes to which various Fidelity funds are compared.

The Board considered two proprietary management fee comparisons for the 12-month periods shown in the charts below. The group of Lipper funds used by the Board for management fee comparisons is referred to below as the "Total Mapped Group" and, for the reasons explained above, is broader than the Lipper peer group used by the Board for performance comparisons. The Total Mapped Group comparison focuses on a fund's standing relative to the total universe of comparable funds available to investors, in terms of gross management fees before expense reimbursements or caps. "TMG %" represents the percentage of funds in the Total Mapped Group that had management fees that were lower than a fund's. For example, a TMG % of 32% would mean that 68% of the funds in the Total Mapped Group had higher management fees than a fund. The "Asset-Size Peer Group" (ASPG) comparison focuses on a fund's standing relative to non-Fidelity funds similar in size to the fund within the Total Mapped Group. The ASPG represents at least 15% of the funds in the Total Mapped Group with comparable asset size and management fee characteristics, subject to a minimum of 50 funds (or all funds in the Total Mapped Group if fewer than 50). Additional information, such as the ASPG quartile in which a fund's management fee ranked, is also included in the charts and considered by the Board.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Fidelity Massachusetts Municipal Income Fund

fid203

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and below the median of its ASPG for 2008.

Fidelity Massachusetts Municipal Money Market Fund

fid205

The Board noted that the fund's management fee ranked below the median of its Total Mapped Group and equal to the median of its ASPG for 2008.

Annual Report

Based on its review, the Board concluded that each fund's management fee was fair and reasonable in light of the services that the fund receives and the other factors considered.

In its review of each fund's total expenses, the Board considered the fund's management fee as well as other fund expenses, such as transfer agent fees, pricing and bookkeeping fees, and custodial, legal, and audit fees. The Board also noted the effects of any waivers and reimbursements on fees and expenses. As part of its review, the Board also considered current and historical total expenses of each fund compared to competitive fund median expenses. Each fund is compared to those funds and classes in the Total Mapped Group (used by the Board for management fee comparisons) that have a similar sales load structure.

The Board noted that each fund's total expenses ranked below its competitive median for 2008. The Board considered that Fidelity has been voluntarily waiving part or all of the transfer agent fees and management fees to maintain a minimum yield for Fidelity Massachusetts Municipal Money Market Fund.

In its review, the Board also considered Fidelity fee structures and other information on clients that FMR and its affiliates service in other competitive markets, such as other mutual funds advised or subadvised by FMR or its affiliates, pension plan clients, and other institutional clients.

Based on its review, the Board concluded that each fund's total expenses were reasonable in light of the services that the fund and its shareholders receive and the other factors considered.

Costs of the Services and Profitability. The Board considered the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering and servicing each fund and its shareholders. The Board also considered the level of Fidelity's profits in respect of all the Fidelity funds.

On an annual basis, FMR presents to the Board Fidelity's profitability for each fund. Fidelity calculates the profitability for each fund, as well as aggregate profitability for groups of Fidelity funds and all Fidelity funds, using a series of detailed revenue and cost allocation methodologies which originate with the audited books and records of Fidelity. The Audit Committee of the Board reviews any significant changes from the prior year's methodologies.

PricewaterhouseCoopers LLP (PwC), independent registered public accounting firm and auditor to Fidelity and certain Fidelity funds, has been engaged annually by the Board as part of the Board's assessment of Fidelity's profitability analysis. PwC's engagement includes the review and assessment of Fidelity's methodologies used in determining the revenues and expenses attributable to Fidelity's mutual fund business, and completion of agreed-upon procedures surrounding the mathematical accuracy of fund profitability and its conformity to allocation methodologies. After considering PwC's reports issued under the engagement and information provided by Fidelity, the Board believes that while other allocation methods may also be reasonable, Fidelity's profitability methodologies are reasonable in all material respects.

Annual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

The Board has also reviewed Fidelity's non-fund businesses and any fall-out benefits related to the mutual fund business as well as cases where Fidelity's affiliates may benefit from or be related to the funds' business.

The Board considered the costs of the services provided by and the profits realized by Fidelity in connection with the operation of each fund and determined that the amount of profit is a fair entrepreneurial profit for the management of each fund.

Economies of Scale. The Board considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including each fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies of scale. The Board considered the extent to which each fund will benefit from economies of scale through increased services to the fund, through waivers or reimbursements, or through fee or expense reductions.

In February 2009, the Board created an Ad Hoc Committee (the "Committee") to analyze economies of scale. The Committee was formed to consider whether FMR attains economies of scale in respect of the management and servicing of the Fidelity funds, whether the Fidelity funds have appropriately benefited from such economies of scale, and whether there is potential for realization of any further economies of scale.

The Board recognized that each fund's management contract incorporates a "group fee" structure, which provides for lower group fee rates as total fund assets under FMR's management increase, and for higher group fee rates as total fund assets under FMR's management decrease. FMR determines the group fee rates based on a tiered asset "breakpoint" schedule that varies based on asset class. The Board considered that the group fee is designed to deliver the benefits of economies of scale to fund shareholders when total fund assets increase, even if assets of any particular fund are unchanged or have declined, because some portion of Fidelity's costs are attributable to services provided to all Fidelity funds, and all funds benefit if those costs can be allocated among more assets. The Board concluded that, given the group fee structure, fund shareholders will achieve a certain level of economies of scale as assets under FMR's management increase at the fund complex level, regardless of whether Fidelity achieves any such economies of scale.

Annual Report

The Board concluded, considering the findings of the Committee, that any potential economies of scale are being shared between fund shareholders and Fidelity in an appropriate manner.

Additional Information Requested by the Board. In order to develop fully the factual basis for consideration of the Fidelity funds' Advisory Contracts, the Board requested and received additional information on certain topics, including (i) fund performance trends, actions to be taken by FMR to improve certain funds' overall performance and Fidelity's long-term strategies for certain funds; (ii) portfolio manager changes that have occurred during the past year; (iii) Fidelity's fund profitability methodology, the profitability of certain fund service providers, and profitability trends for certain funds; (iv) Fidelity's compensation structure for portfolio managers and key personnel, including its effects on fund profitability, and the extent to which current market conditions have affected retention and recruitment; (v) the selection of and compensation paid by FMR to fund sub-advisers; (vi) Fidelity's fee structures and rationale for recommending different fees among categories of funds; (vii) the rationale for any differences between fund fee structures and fee structures in place for other Fidelity clients; and (viii) explanations for the relative total expenses borne by certain funds and classes, total expense competitive trends, and actions that might be taken by FMR to reduce total expenses for certain funds and classes.

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the advisory fee structures are fair and reasonable, and that each fund's Advisory Contracts should be renewed.

Annual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)

Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

fid121For mutual fund and brokerage trading.

fid123For quotes.*

fid125For account balances and holdings.

fid127To review orders and mutual
fund activity.

fid129To change your PIN.

fid131fid133To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)

Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Annual Report

Investment Adviser

Fidelity Management & Research
Company

Boston, MA

Sub-Advisers

Fidelity Investments Money
Management, Inc.

FIL Investment Advisors

Fidelity Research & Analysis Company

FIL Investment Advisors
(U.K.) Ltd.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Hong Kong) Limited

Fidelity Management & Research
(Japan) Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Citibank, N.A.

New York, NY

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774 (8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) fid135 1-800-544-5555

fid135 Automated line for quickest service

MAS-UANN-0310
1.789255.108

fid138

Item 2. Code of Ethics

As of the end of the period, January 31, 2010, Fidelity Massachusetts Municipal Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR.   Ms. Knowles is independent for purposes of Item 3 of Form N-CSR.  

  

Item 4. Principal Accountant Fees and Services

Fees and Services

The following table presents fees billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities") in each of the last two fiscal years for services rendered to Fidelity Massachusetts AMT Tax-Free Money Market Fund, Fidelity Massachusetts Municipal Income Fund and Fidelity Massachusetts Municipal Money Market Fund (the "Funds"):

Services Billed by Deloitte Entities

January 31, 2010 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Massachusetts AMT Tax-Free Money Market Fund

$26,000

$-

$4,500

$-

Fidelity Massachusetts Municipal Income Fund

$44,000

$-

$4,500

$-

Fidelity Massachusetts Municipal Money Market Fund

$26,000

$-

$4,500

$-

January 31, 2009 FeesA

 

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Fidelity Massachusetts AMT Tax-Free Money Market Fund

$30,000

$-

$4,500

$-

Fidelity Massachusetts Municipal Income Fund

$48,000

$-

$4,500

$-

Fidelity Massachusetts Municipal Money Market Fund

$31,000

$-

$4,500

$-

A Amounts may reflect rounding.

The following table presents fees billed by Deloitte Entities that were required to be approved by the Audit Committee for services that relate directly to the operations and financial reporting of the Funds and that are rendered on behalf of Fidelity Management & Research Company ("FMR") and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Funds ("Fund Service Providers"):

Services Billed by Deloitte Entities

 

January 31, 2010A

January 31, 2009A

Audit-Related Fees

$725,000

$815,000

Tax Fees

$-

$2,000

All Other Fees

$450,000

$445,000

A Amounts may reflect rounding.

"Audit-Related Fees" represent fees billed for assurance and related services that are reasonably related to the performance of the fund audit or the review of the fund's financial statements and that are not reported under Audit Fees.

"Tax Fees" represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of the fund.

"All Other Fees" represent fees billed for assurance services provided to the fund or Fund Service Provider that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.

Assurance services must be performed by an independent public accountant.

* * *

The aggregate non-audit fees billed by Deloitte Entities for services rendered to the Funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any Fund Service Provider for each of the last two fiscal years of the Funds are as follows:

Billed By

January 31, 2010 A

January 31, 2009 A

Deloitte Entities

$1,190,000

$1,485,000

A Amounts may reflect rounding.

The trust's Audit Committee has considered non-audit services that were not pre-approved that were provided by Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of Deloitte Entities in its audit of the Funds, taking into account representations from Deloitte Entities, in accordance with Public Company Accounting Oversight Board rules, regarding its independence from the Funds and their related entities and FMR's review of the appropriateness and permissibility under applicable law of such non-audit services prior to their provision to the Fund Service Providers.

Audit Committee Pre-Approval Policies and Procedures

The trust's Audit Committee must pre-approve all audit and non-audit services provided by a fund's independent registered public accounting firm relating to the operations or financial reporting of the fund. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund ("Covered Service") are subject to approval by the Audit Committee before such service is provided.

All Covered Services must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee.

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund are reported to the Audit Committee on a periodic basis.

Non-Audit Services Approved Pursuant to Rule 2-01(c)(7)(i)(C) and (ii) of Regulation S-X ("De Minimis Exception")

There were no non-audit services approved or required to be approved by the Audit Committee pursuant to the De Minimis Exception during the Funds' last two fiscal years relating to services provided to (i) the Funds or (ii) any Fund Service Provider that relate directly to the operations and financial reporting of the Funds.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Investments

(a) Not applicable.

(b) Not applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

 

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Massachusetts Municipal Trust

By:

/s/John R. Hebble

 

John R. Hebble

 

President and Treasurer

 

 

Date:

March 29, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/John R. Hebble

 

John R. Hebble

 

President and Treasurer

 

 

Date:

March 29, 2010

By:

/s/Christine Reynolds

 

Christine Reynolds

 

Chief Financial Officer

 

 

Date:

March 29, 2010