Attachment: PRIMARY DOCUMENT


Converted by EDGARwiz

Schedule A

Trusts and Portfolios Covered by the Amended and Restated Sub-Advisory Agreement between

Fidelity Management & Research Company LLC and

Fidelity Management & Research (Hong Kong) Limited


Name of Trust

Name of Portfolio

Type of Fund

Effective Date

Fidelity Advisor Series II

Fidelity Advisor Limited Term Bond Fund

Fixed Income

09/09/2008

Fidelity Advisor Series II

Fidelity Advisor Mortgage Securities Fund

Fixed Income

09/09/2008

Fidelity Advisor Series II

Fidelity Advisor Strategic Income Fund

Asset Allocation

09/09/2008

Fidelity Advisor Series IV

Fidelity Limited Term Government Fund

Fixed Income

09/09/2008

Fidelity California Municipal Trust

Fidelity California Limited Term Tax- Free Bond Fund

Fixed Income

09/09/2008

Fidelity California Municipal Trust

Fidelity California Municipal Income Fund

Fixed Income

09/09/2008

Fidelity California Municipal Trust II

Fidelity California AMT Tax-Free Money Market Fund

Money Market

09/09/2008

Fidelity California Municipal Trust II

Fidelity California Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Charles Street Trust

Fidelity Asset Manager 20%

Asset Allocation

09/09/2008

Fidelity Charles Street Trust

Fidelity Asset Manager 30%

Asset Allocation

09/09/2008

Fidelity Charles Street Trust

Fidelity Asset Manager 40%

Asset Allocation

09/09/2008

Fidelity Charles Street Trust

Fidelity Asset Manager 50%

Asset Allocation

09/09/2008

Fidelity Charles Street Trust

Fidelity Asset Manager 60%

Asset Allocation

09/09/2008

Fidelity Charles Street Trust

Fidelity Asset Manager 70%

Asset Allocation

09/09/2008

Fidelity Charles Street Trust

Fidelity Asset Manager 85%

Asset Allocation

09/09/2008

Fidelity Colchester Street Trust

Government Portfolio

Money Market

09/09/2008

Fidelity Colchester Street Trust

Money Market Portfolio

Money Market

09/09/2008

Fidelity Colchester Street Trust

Tax-Exempt Portfolio

Money Market

09/09/2008

Fidelity Colchester Street Trust

Treasury Only Portfolio

Money Market

09/09/2008

Fidelity Colchester Street Trust

Treasury Portfolio

Money Market

09/09/2008

Fidelity Court Street Trust

Fidelity Connecticut Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Court Street Trust

Fidelity New Jersey Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Court Street Trust II

Fidelity Connecticut Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Court Street Trust II

Fidelity New Jersey AMT Tax-Free Money Market Fund

Money Market

09/09/2008

Fidelity Court Street Trust II

Fidelity New Jersey Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Hereford Street Trust

Fidelity Government Money Market Fund

Money Market

09/09/2008

Fidelity Hereford Street Trust

Fidelity Money Market Fund

Money Market

09/09/2008

Fidelity Hereford Street Trust

Fidelity Treasury Only Money Market Fund

Money Market

09/09/2008

Fidelity Income Fund

Fidelity Environmental Bond Fund

Fixed Income

03/11/2021

Fidelity Income Fund

Fidelity GNMA Fund

Fixed Income

09/09/2008

Fidelity Income Fund

Fidelity Government Income Fund

Fixed Income

09/09/2008



Fidelity Income Fund

Fidelity Intermediate Government Income Fund

Fixed Income

09/09/2008

Fidelity Income Fund

Fidelity Total Bond Fund

Fixed Income

09/09/2008

Fidelity MA Municipal Trust

Fidelity Massachusetts AMT Tax- Free Money Market Fund

Money Market

09/09/2008

Fidelity MA Municipal Trust

Fidelity Massachusetts Municipal Income Fund

Fixed Income

09/09/2008

Fidelity MA Municipal Trust

Fidelity Massachusetts Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Municipal Trust

Fidelity Conservative Income Municipal Bond Fund

Fixed Income

07/18/2013

Fidelity Municipal Trust

Fidelity Limited Term Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Municipal Trust

Fidelity Michigan Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Municipal Trust

Fidelity Minnesota Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Municipal Trust

Fidelity Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Municipal Trust

Fidelity Ohio Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Municipal Trust

Fidelity Pennsylvania Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Municipal Trust II

Fidelity Michigan Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Municipal Trust II

Fidelity Ohio Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Municipal Trust II

Fidelity Pennsylvania Municipal Money Market Fund

Money Market

09/09/2008

Fidelity New York Municipal Trust

Fidelity New York Municipal Income Fund

Fixed Income

09/09/2008

Fidelity New York Municipal Trust II

Fidelity New York AMT Tax-Free Money Market Fund

Money Market

09/09/2008

Fidelity New York Municipal Trust II

Fidelity New York Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Newbury Street Trust

Fidelity Tax-Exempt Money Market Fund

Money Market

09/09/2008

Fidelity Newbury Street Trust

Fidelity Treasury Money Market Fund

Money Market

09/09/2008

Fidelity Phillips Street Trust

Fidelity Government Cash Reserves

Money Market

09/09/2008

Fidelity Salem Street Trust

Fidelity Conservative Income Bond Fund

Fixed Income

01/20/2011

Fidelity Salem Street Trust

Fidelity Corporate Bond Fund

Fixed Income

03/18/2010

Fidelity Salem Street Trust

Fidelity Inflation-Protected Bond Index Fund

Fixed Income

05/16/2012

Fidelity Salem Street Trust

Fidelity Intermediate Bond Fund

Fixed Income

09/09/2008

Fidelity Salem Street Trust

Fidelity Intermediate Treasury Bond Index Fund

Fixed Income

09/09/2008

Fidelity Salem Street Trust

Fidelity International Bond Index Fund

Fixed Income

09/18/2019

Fidelity Salem Street Trust

Fidelity Investment Grade Bond Fund

Fixed Income

09/09/2008

Fidelity Salem Street Trust

Fidelity Long-Term Treasury Bond Index Fund

Fixed Income

09/09/2008

Fidelity Salem Street Trust

Fidelity Municipal Bond Index Fund

Fixed Income

03/07/2019

Fidelity Salem Street Trust

Fidelity Municipal Income 2023 Fund

Fixed Income

01/07/2013

Fidelity Salem Street Trust

Fidelity Municipal Income 2025 Fund

Fixed Income

05/31/2017

Fidelity Salem Street Trust

Fidelity SAI Long-Term Treasury Bond Index Fund

Fixed Income

07/16/2015



Fidelity Salem Street Trust

Fidelity SAI Low Duration Income Fund

Fixed Income

05/14/2020

Fidelity Salem Street Trust

Fidelity SAI Municipal Bond Index Fund

Fixed Income

03/07/2019

Fidelity Salem Street Trust

Fidelity SAI Municipal Income Fund

Fixed Income

03/08/2018

Fidelity Salem Street Trust

Fidelity SAI Municipal Money Market Fund

Money Market

08/29/2017

Fidelity Salem Street Trust

Fidelity SAI Short-Term Bond Fund

Fixed Income

05/14/2020

Fidelity Salem Street Trust

Fidelity SAI Sustainable Conservative Income Municipal Bond Fund

Fixed Income

03/10/2022

Fidelity Salem Street Trust

Fidelity SAI Sustainable Core Plus Bond Fund

Fixed Income

03/10/2022

Fidelity Salem Street Trust

Fidelity SAI Sustainable Low Duration Income Fund

Fixed Income

03/10/2022

Fidelity Salem Street Trust

Fidelity SAI Sustainable Municipal Income Fund

Fixed Income

03/10/2022

Fidelity Salem Street Trust

Fidelity SAI Tax-Free Bond Fund

Fixed Income

03/08/2018

Fidelity Salem Street Trust

Fidelity SAI Total Bond Fund

Fixed Income

03/08/2018

Fidelity Salem Street Trust

Fidelity SAI U.S. Treasury Bond Index Fund

Fixed Income

11/19/2015

Fidelity Salem Street Trust

Fidelity Short-Term Bond Fund

Fixed Income

09/09/2008

Fidelity Salem Street Trust

Fidelity Short-Term Bond Index Fund

Fixed Income

07/20/2017

Fidelity Salem Street Trust

Fidelity Short-Term Treasury Bond Index Fund

Fixed Income

09/09/2008

Fidelity Salem Street Trust

Fidelity Strategic Dividend and Income Fund

Asset Allocation

09/09/2008

Fidelity Salem Street Trust

Fidelity Strategic Real Return Fund

Asset Allocation

09/09/2008

Fidelity Salem Street Trust

Fidelity Sustainability Bond Index Fund

Fixed Income

01/18/2018

Fidelity Salem Street Trust

Fidelity Sustainable Core Plus Bond Fund

Fixed Income

03/10/2022

Fidelity Salem Street Trust

Fidelity Sustainable Intermediate Municipal Income Fund

Fixed Income

03/10/2022

Fidelity Salem Street Trust

Fidelity Sustainable Low Duration Bond Fund

Fixed Income

03/10/2022

Fidelity Salem Street Trust

Fidelity Tactical Bond Fund

Fixed Income

11/18/2021

Fidelity Salem Street Trust

Fidelity Tax-Free Bond Fund

Fixed Income

09/09/2008

Fidelity Salem Street Trust

Fidelity U.S. Bond Index Fund

Fixed Income

09/09/2008

Fidelity School Street Trust

Fidelity Advisor Multi-Asset Income Fund

Fixed Income

05/14/2015

Fidelity School Street Trust

Fidelity Global Credit Fund

Fixed Income

04/19/2012

Fidelity School Street Trust

Fidelity Intermediate Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Union Street Trust

Fidelity Arizona Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Union Street Trust

Fidelity Maryland Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Union Street Trust II

Fidelity Arizona Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Union Street Trust II

Fidelity Municipal Money Market Fund

Money Market

09/09/2008

Variable Insurance Products Fund V

Asset Manager Portfolio

Asset Allocation

09/09/2008

Variable Insurance Products Fund V

Asset Manager: Growth Portfolio

Asset Allocation

09/09/2008

Variable Insurance Products Fund V

Bond Index Portfolio

Fixed Income

04/16/2018

Variable Insurance Products Fund V

Government Money Market Portfolio

Money Market

09/09/2008

Variable Insurance Products Fund V

Investment Grade Bond Portfolio

Fixed Income

09/09/2008

Variable Insurance Products Fund V

Strategic Income Portfolio

Asset Allocation

09/09/2008

Variable Insurance Products Fund V

Investment Grade Bond II Portfolio

Fixed Income

01/20/2022



Fidelity Management & Research Company LLC


By:  /s/Christopher J. Rimmer

Name: Christopher J. Rimmer

Title: Treasurer

 

Fidelity Management & Research (Hong Kong) Limited


By:  /s/Christopher J. Rimmer

Name: Christopher J. Rimmer

Title: Treasurer




 


Converted by EDGARwiz





Schedule A

Trusts and Portfolios Covered by the Amended and Restated Sub-Advisory Agreement between

Fidelity Management & Research Company LLC and

Fidelity Management & Research (Japan) Limited


Name of Trust

Name of Portfolio

Type of Fund

Effective Date

Fidelity Advisor Series II

Fidelity Advisor Limited Term Bond Fund

Fixed Income

09/09/2008

Fidelity Advisor Series II

Fidelity Advisor Mortgage Securities Fund

Fixed Income

09/09/2008

Fidelity Advisor Series II

Fidelity Advisor Strategic Income Fund

Asset Allocation

09/09/2008

Fidelity Advisor Series IV

Fidelity Limited Term Government Fund

Fixed Income

09/09/2008

Fidelity California Municipal Trust

Fidelity California Limited Term Tax-Free Bond Fund

Fixed Income

09/09/2008

Fidelity California Municipal Trust

Fidelity California Municipal Income Fund

Fixed Income

09/09/2008

Fidelity California Municipal Trust II

Fidelity California AMT Tax-Free Money Market Fund

Money Market

09/09/2008

Fidelity California Municipal Trust II

Fidelity California Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Charles Street Trust

Fidelity Asset Manager 20%

Asset Allocation

09/09/2008

Fidelity Charles Street Trust

Fidelity Asset Manager 30%

Asset Allocation

09/09/2008

Fidelity Charles Street Trust

Fidelity Asset Manager 40%

Asset Allocation

09/09/2008

Fidelity Charles Street Trust

Fidelity Asset Manager 50%

Asset Allocation

09/09/2008

Fidelity Charles Street Trust

Fidelity Asset Manager 60%

Asset Allocation

09/09/2008

Fidelity Charles Street Trust

Fidelity Asset Manager 70%

Asset Allocation

09/09/2008

Fidelity Charles Street Trust

Fidelity Asset Manager 85%

Asset Allocation

09/09/2008

Fidelity Colchester Street Trust

Government Portfolio

Money Market

09/09/2008

Fidelity Colchester Street Trust

Money Market Portfolio

Money Market

09/09/2008

Fidelity Colchester Street Trust

Tax-Exempt Portfolio

Money Market

09/09/2008

Fidelity Colchester Street Trust

Treasury Only Portfolio

Money Market

09/09/2008

Fidelity Colchester Street Trust

Treasury Portfolio

Money Market

09/09/2008

Fidelity Court Street Trust

Fidelity Connecticut Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Court Street Trust

Fidelity New Jersey Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Court Street Trust II

Fidelity Connecticut Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Court Street Trust II

Fidelity New Jersey AMT Tax-Free Money Market Fund

Money Market

09/09/2008

Fidelity Court Street Trust II

Fidelity New Jersey Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Hereford Street Trust

Fidelity Government Money Market Fund

Money Market

09/09/2008

Fidelity Hereford Street Trust

Fidelity Money Market Fund

Money Market

09/09/2008

Fidelity Hereford Street Trust

Fidelity Treasury Only Money Market Fund

Money Market

09/09/2008

Fidelity Income Fund

Fidelity Environmental Bond Fund

Fixed Income

03/11/2021

Fidelity Income Fund

Fidelity GNMA Fund

Fixed Income

09/09/2008

Fidelity Income Fund

Fidelity Government Income Fund

Fixed Income

09/09/2008

- 1 -







Fidelity Income Fund

Fidelity Intermediate Government Income Fund

Fixed Income

09/09/2008

Fidelity Income Fund

Fidelity Total Bond Fund

Fixed Income

09/09/2008

Fidelity MA Municipal Trust

Fidelity Massachusetts AMT Tax-Free Money Market Fund

Money Market

09/09/2008

Fidelity MA Municipal Trust

Fidelity Massachusetts Municipal Income Fund

Fixed Income

09/09/2008

Fidelity MA Municipal Trust

Fidelity Massachusetts Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Municipal Trust

Fidelity Conservative Income Municipal Bond Fund

Fixed Income

07/18/2013

Fidelity Municipal Trust

Fidelity Limited Term Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Municipal Trust

Fidelity Michigan Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Municipal Trust

Fidelity Minnesota Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Municipal Trust

Fidelity Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Municipal Trust

Fidelity Ohio Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Municipal Trust

Fidelity Pennsylvania Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Municipal Trust II

Fidelity Michigan Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Municipal Trust II

Fidelity Ohio Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Municipal Trust II

Fidelity Pennsylvania Municipal Money Market Fund

Money Market

09/09/2008

Fidelity New York Municipal Trust

Fidelity New York Municipal Income Fund

Fixed Income

09/09/2008

Fidelity New York Municipal Trust II

Fidelity New York AMT Tax-Free Money Market Fund

Money Market

09/09/2008

Fidelity New York Municipal Trust II

Fidelity New York Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Newbury Street Trust

Fidelity Tax-Exempt Money Market Fund

Money Market

09/09/2008

Fidelity Newbury Street Trust

Fidelity Treasury Money Market Fund

Money Market

09/09/2008

Fidelity Phillips Street Trust

Fidelity Government Cash Reserves

Money Market

09/09/2008

Fidelity Salem Street Trust

Fidelity Conservative Income Bond Fund

Fixed Income

01/20/2011

Fidelity Salem Street Trust

Fidelity Corporate Bond Fund

Fixed Income

03/18/2010

Fidelity Salem Street Trust

Fidelity Inflation-Protected Bond Index Fund

Fixed Income

05/16/2012

Fidelity Salem Street Trust

Fidelity Intermediate Bond Fund

Fixed Income

09/09/2008

Fidelity Salem Street Trust

Fidelity Intermediate Treasury Bond Index Fund

Fixed Income

09/09/2008

Fidelity Salem Street Trust

Fidelity International Bond Index Fund

Fixed Income

09/18/2019

Fidelity Salem Street Trust

Fidelity Investment Grade Bond Fund

Fixed Income

09/09/2008

Fidelity Salem Street Trust

Fidelity Long-Term Treasury Bond Index

Fund

Fixed Income

09/09/2008

Fidelity Salem Street Trust

Fidelity Municipal Bond Index Fund

Fixed Income

03/07/2019

Fidelity Salem Street Trust

Fidelity Municipal Income 2023 Fund

Fixed Income

01/07/2013

Fidelity Salem Street Trust

Fidelity Municipal Income 2025 Fund

Fixed Income

05/31/2017

Fidelity Salem Street Trust

Fidelity SAI Long-Term Treasury Bond Index Fund

Fixed Income

07/16/2015

Fidelity Salem Street Trust

Fidelity SAI Low Duration Income Fund

Fixed Income

05/14/2020

Fidelity Salem Street Trust

Fidelity SAI Municipal Bond Index Fund

Fixed Income

03/07/2019




- 2 -








Fidelity Salem Street Trust

Fidelity SAI Municipal Income Fund

Fixed Income

03/08/2018

Fidelity Salem Street Trust

Fidelity SAI Municipal Money Market Fund

Money Market

08/29/2017

Fidelity Salem Street Trust

Fidelity SAI Short-Term Bond Fund

Fixed Income

05/14/2020

Fidelity Salem Street Trust

Fidelity SAI Sustainable Conservative Income Municipal Bond Fund

Fixed Income

03/10/2022

Fidelity Salem Street Trust

Fidelity SAI Sustainable Core Plus Bond Fund

Fixed Income

03/10/2022

Fidelity Salem Street Trust

Fidelity SAI Sustainable Low Duration Income Fund

Fixed Income

03/10/2022

Fidelity Salem Street Trust

Fidelity SAI Sustainable Municipal Income Fund

Fixed Income

03/10/2022

Fidelity Salem Street Trust

Fidelity SAI Tax-Free Bond Fund

Fixed Income

03/08/2018

Fidelity Salem Street Trust

Fidelity SAI Total Bond Fund

Fixed Income

03/08/2018

Fidelity Salem Street Trust

Fidelity SAI U.S. Treasury Bond Index Fund

Fixed Income

11/19/2015

Fidelity Salem Street Trust

Fidelity Short-Term Bond Fund

Fixed Income

09/09/2008

Fidelity Salem Street Trust

Fidelity Short-Term Bond Index Fund

Fixed Income

07/20/2017

Fidelity Salem Street Trust

Fidelity Short-Term Treasury Bond Index Fund

Fixed Income

09/09/2008

Fidelity Salem Street Trust

Fidelity Strategic Dividend and Income Fund

Asset Allocation

09/09/2008

Fidelity Salem Street Trust

Fidelity Strategic Real Return Fund

Asset Allocation

09/09/2008

Fidelity Salem Street Trust

Fidelity Sustainability Bond Index Fund

Fixed Income

01/18/2018

Fidelity Salem Street Trust

Fidelity Sustainable Core Plus Bond Fund

Fixed Income

03/10/2022

Fidelity Salem Street Trust

Fidelity Sustainable Intermediate Municipal Income Fund

Fixed Income

03/10/2022

Fidelity Salem Street Trust

Fidelity Sustainable Low Duration Bond Fund

Fixed Income

03/10/2022

Fidelity Salem Street Trust

Fidelity Tactical Bond Fund

Fixed Income

11/18/2021

Fidelity Salem Street Trust

Fidelity Tax-Free Bond Fund

Fixed Income

09/09/2008

Fidelity Salem Street Trust

Fidelity U.S. Bond Index Fund

Fixed Income

09/09/2008

Fidelity School Street Trust

Fidelity Advisor Multi-Asset Income Fund

Fixed Income

05/14/2015

Fidelity School Street Trust

Fidelity Global Credit Fund

Fixed Income

04/19/2012

Fidelity School Street Trust

Fidelity Intermediate Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Union Street Trust

Fidelity Arizona Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Union Street Trust

Fidelity Maryland Municipal Income Fund

Fixed Income

09/09/2008

Fidelity Union Street Trust II

Fidelity Arizona Municipal Money Market Fund

Money Market

09/09/2008

Fidelity Union Street Trust II

Fidelity Municipal Money Market Fund

Money Market

09/09/2008

Variable Insurance Products Fund V

Asset Manager Portfolio

Asset Allocation

09/09/2008

Variable Insurance Products Fund V

Asset Manager: Growth Portfolio

Asset Allocation

09/09/2008

Variable Insurance Products Fund V

Bond Index Portfolio

Fixed Income

04/16/2018

Variable Insurance Products Fund V

Government Money Market Portfolio

Money Market

09/09/2008

Variable Insurance Products Fund V

Investment Grade Bond Portfolio

Fixed Income

09/09/2008

Variable Insurance Products Fund V

Strategic Income Portfolio

Asset Allocation

09/09/2008

Variable Insurance Products Fund V

Investment Grade Bond II Portfolio

Fixed Income

01/20/2022



Fidelity Management & Research Company LLC

By:  /s/Christopher J. Rimmer

Name: Christopher J. Rimmer

Title: Treasurer




Fidelity Management & Research (Japan) Limited

By:  /s/Christopher J. Rimmer 

Name: Christopher J. Rimmer

Title: Treasurer



 




Converted by EDGARwiz

Dechert LLP

One International Place, 40th Floor

100 Oliver Street

Boston, MA  02110-2605

+1  617  728  7100  Main

+1  617  426  6567  Fax

www.dechert.com


May 19, 2022


Fidelity Colchester Street Trust

245 Summer Street

Boston, MA 02210


Re: Post-Effective Amendment No. 90 to the Registration Statement on Form N-1A


Ladies and Gentlemen:


We have acted as counsel to Fidelity Colchester Street Trust, a Delaware statutory trust (the Trust) and its series Government Portfolio, Money Market Portfolio, Tax-Exempt Portfolio, Treasury Only Portfolio, and Treasury Portfolio (the Funds), in connection with Post-Effective Amendment No. 90 to the Trusts Registration Statement on Form N-1A (the Amendment) filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act).

In connection with the opinions set forth herein, you have provided to us originals, copies or facsimile transmissions of, and we have reviewed and relied upon, among other things, copies of the following: the Amendment; the Amended and Restated Trust Instrument of the Trust dated April 11, 2002 as amended; and the By-Laws of the Trust dated April 23, 2009 (the By-Laws).  In addition, we have reviewed and relied upon a Certificate issued by the Delaware Secretary of State.  We have assumed that the By-Laws have been duly adopted by the Trustees.  We have also examined such documents and questions of law as we have concluded are necessary or appropriate for purposes of the opinions expressed below.


In rendering this opinion we have assumed, without independent verification, (i) the due authority of all individuals signing in representative capacities and the genuineness of signatures; (ii) the authenticity, completeness and continued effectiveness of all documents or copies furnished to us; (iii) that any resolutions provided have been duly adopted by the Funds Board of Trustees; (iv) that the facts contained in the instruments and certificates or statements of public officials, officers and representatives of each Fund on which we have relied for the purposes of this opinion are true and correct; and (v) that no amendments, agreements, resolutions or actions have been approved, executed or adopted which would limit, supersede or modify the items described above.  Where documents are referred to in resolutions approved by the Board of Trustees, or in the Amendment, we have assumed such documents are the same as in the most recent form provided to us, whether as an exhibit to the Amendment or otherwise. When any opinion set forth below relates to the existence or standing of the Trust, such opinion is based entirely upon and is limited by the items referred to above, and we understand that the foregoing assumptions, limitations and qualifications are acceptable to you.

 


Based upon the foregoing, we are of the opinion that:


1.

The Trust has been duly formed and is validly existing as a statutory trust under the laws of the state of Delaware; and


2.

the Shares registered under the Securities Act, when issued in accordance with the terms described in the Amendment, will be legally issued, fully paid and non-assessable by the Trust.


We express no opinion as to any other matter other than as expressly set forth above and no other opinion is intended or may be inferred herefrom.  The opinions expressed herein are given as of the date hereof and we undertake no obligation and hereby disclaim any obligation to advise you of any change after the date of this opinion pertaining to any matter referred to herein.  We hereby consent to the use of this opinion as an exhibit to the Amendment.  In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act and the rules and regulations thereunder.


We are members of the Bar of the Commonwealth of Massachusetts and do not hold ourselves out as being conversant with the laws of any jurisdiction other than those of the United States of America and the Commonwealth of Massachusetts.  We note that we are not licensed to practice law in the State of Delaware, and to the extent that any opinion herein involves the laws of the State of Delaware, such opinion should be understood to be based solely upon our review of the documents referred to above and the published statutes of the State of Delaware.

Very truly yours,


/s/ Dechert LLP



 



ttn-20220528.xsd
Attachment: EX-101.SCH


ttn-20220528_def.xml
Attachment: EX-101.DEF


ttn-20220528_pre.xml
Attachment: EX-101.PRE


ttn-20220528_lab.xml
Attachment: EX-101.LAB


ttn-20220528_cal.xml
Attachment: EX-101.CAL


Converted by EDGARwiz



Consent of Independent Registered Public Accounting Firm


We consent to the incorporation by reference in this Post–Effective Amendment to Registration Statement No. 002-74808 on Form N–1A of our report dated May 12, 2022, relating to the financial statements and financial highlights of Treasury Only Portfolio, Treasury Portfolio,  Government Portfolio, Money Market Portfolio, and Tax-Exempt Portfolio, each a fund of Fidelity Colchester Street Trust, appearing in the Annual Report on Form N-CSR of Fidelity Colchester Street Trust for the year ended March 31, 2022, and to the references to us under the headings “Financial Highlights” in the Prospectuses and “Independent Registered Public Accounting Firm” in the Statements of Additional Information, which are part of such Registration Statement.



/s/ Deloitte & Touche LLP

Boston, Massachusetts

May 19, 2022