<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity California Municipal Trust II
(Name of Registrant)
File No. 33-42890
</PAGE>
<PAGE>
FILE NO. 33-42890
Fidelity California Municipal Trust II
: Fidelity California Tax-Free Money Market Portfolio
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended February 28, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
259,880,242 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
1,472,161,834 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
1,438,844,793 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
1,438,844,793
$
1,438,844,793
Redemptions:
(1,438,844,793)
$
(1,438,844,793)
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity California Municipal Trust II
:
Fidelity California Tax-Free Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
April 20, 1994
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re:Fidelity California Municipal Trust II
Dear Mr. Loring:
We have acted as special Delaware counsel to Fidelity California Municipal
Trust II, a Delaware business trust (the "Trust"), in connection with certain
matters relating to the organization of the Trust and the issuance of Shares
therein. Capitalized terms used herein and not otherwise herein defined are
used as defined in the Trust Instrument of the Trust dated June 20, 1991
(the "Governing Instrument").
In rendering this opinion, we have examined copies of the following documents,
each in the form provided to us: the Certificate of Trust of the Trust dated
as of June 20, 1991 and filed in the Office of the Secretary of State of the
State of Delaware (the "Recording Office") on July 9, 1991 (the "Certificate");
the Governing Instrument; the Bylaws of the Trust; minutes of a meeting of
the Board of Trustees of the Trust, dated June 20, 1991; a Certificate of
Secretary of the Trust, certifying as to the acceptance by certain persons of
their positions as trustees of the Trust; a Form N-8A relating to the Trust
as filed with the Commission on August 23, 1991; and a certification of good
standing of the Trust obtained as of a recent date from the Recording Office.
In such examinations, we have assumed the genuineness of all signatures, the
conformity to original documents of all documents submitted to us as copies
or drafts of documents to be executed, and the legal capacity of natural
persons to complete the execution of documents. We have further assumed for
the purpose of this opinion: (i) the due authorization, execution and delivery
by, or on behalf of, each of the parties thereto of the above-referenced
instruments, certificates and other documents, and of all documents
contemplated by the Governing Instrument and applicable resolutions of the
Trustees to be executed by investors desiring to become Shareholders; (ii)
the payment of consideration for Shares, and the application of such
consideration, as provided in the Governing Instrument, and compliance with
the other terms, conditions and restrictions set forth in the Governing
Instrument in connection with the issuance of Shares (including, without
limitation, the taking of all appropriate action by the Trustees to designate
Series of Shares and the rights and preferences attributable thereto as
contemplated by the Governing Instrument); (iii) that appropriate notation of
the names and addresses of, the number of Shares held by, and the
consideration paid by, Shareholders will be maintained in the appropriate
registers and other books and records of the Trust in connection with the
issuance or transfer of Shares; (iv) that no event has occurred subsequent to
the filing of the Certificate that would cause a termination or dissolution of
the Trust under Sections 11.04 or 11.05 of the Governing Instrument; (v) that
the activities of the Trust have been and will be conducted in accordance with
the terms of the Governing Instrument and the Delaware Act; and (vi) that each
of the documents examined by us is in full force and effect and has not been
modified, supplemented or otherwise amended. No opinion is expressed herein
with respect to the requirements of, or compliance with, federal or state
securities or blue sky laws. Further, we have not reviewed and express no
opinion on the sufficiency or accuracy of any registration or offering
documentation relating to the Trust or the Shares. As to any facts material
to our opinion, other than those assumed, we have relied without independent
investigation on the above-referenced documents and on the accuracy, as of
the date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to matters
of Delaware law, it is our opinion that:
1.The Trust is a duly organized and validly existing business trust in good
standing under the laws of the State of Delaware.
2.The Shares, when issued to Shareholders in accordance with the terms,
conditions, requirements and procedures set forth in the Governing Instrument,
will constitute legally issued, fully paid and non-assessable Shares of
beneficial interest in the Trust.
3.Under the Delaware Act and the terms of the Governing Instrument, each
Shareholder of the Trust, in such capacity, will be entitled to the same
limitation of personal liability as that extended to stockholders of private
corporations for profit; provided, however, that we express no opinion with
respect to the liability of any Shareholder who is, was or may become a named
Trustee of the Trust. Neither the existence nor exercise of the voting
rights granted to Shareholders under the Governing Instrument will, of itself,
cause a Shareholder to be deemed a trustee of the Trust under the Delaware
Act.
We understand that you wish to rely as to matters of Delaware law on the
opinion set forth above in connection with the rendering by you of an opinion
to be used as an Exhibit to a Rule 24f-2 filing to be made by the Trust with
the Commission, and we hereby consent to such reliance. Except as provided in
the foregoing sentence, the opinion set forth above is expressed solely for
the benefit of the addressee hereof and may not be relied upon by any other
person or entity for any purpose without our prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
Walter C. Tuthill
April 20, 1994
Mr. John Costello, Assistant Treasurer
Fidelity California Municipal Trust II (the Trust):
Fidelity California Tax-Free Money Market Portfolio (the Fund)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity California Municipal Trust II is a Delaware business trust created
under a written Trust Instrument dated June 20, 1991.
I am of the opinion that all legal requirements have been complied with in the
creation of the Trust and that said Trust is a duly authorized and validly
existing business trust under the laws of the State of Delaware. In this
regard, I have relied on the opinion of Delaware counsel, Morris, Nichols,
Arsht & Tunnell, contained in a letter dated April 20, 1994 with respect to
matters of Delaware law.
I have conducted such legal and factual inquiry as I have deemed necessary for
the purpose of rendering this opinion.
Capitalized terms used herein, and not otherwise herein defined, are used as
defined in the Trust Instrument.
Under Article II, Section 2.01, of the Trust Instrument, the beneficial
interest in the Trust shall be divided into such transferable Shares of one
or more separate and distinct Series or classes of a Series as the Trustees
shall from time to time create and establish. The number of Shares of each
Series, and class thereof, authorized hereunder is unlimited and each Share
shall be without par value and shall be fully paid and nonassessable.
Under Article II, Section 2.06 the Trust shall consist of one or more Series
and the Trustees shall have full power and authority, in their sole
discretion, and without obtaining any prior authorization or vote of the
Shareholders of any Series of the Trust, to establish and designate and to
change in any manner any such Series of Shares or any classes of initial or
additional Series and to fix such preferences, voting powers, rights and
privileges of such Series or classes thereof as the Trustees may from time to
time determine, to divide or combine the Shares or any Series or classes
thereof into a greater or lesser number, to classify or reclassify any issued
Shares or any Series or classes thereof into one or more Series or classes of
shares, and to take such other action with respect to the Shares as the
Trustees may deem desirable.
Under Article II, Section 2.07, the Trustees are empowered to accept
investments in any Series of the Trust in cash or securities from such
persons and on such terms as they may from time to time authorize. Such
investments in a Series shall be credited to each Shareholder's account in the
form of full Shares at the Net Asset Value per Share next determined after the
investment is received; provided, however, that the Trustees may, in their
sole discretion, fix the Net Asset Value per share of the initial capital
contribution, impose a sales charge upon investments in the Trust in such
manner and at such time determined by the Trustees, or issue fractional
shares.
By a vote adopted on June 20, 1991, the Board of Trustees authorized the
issue and sale, from time to time, of an unlimited number of shares of
beneficial interest of this Fund in accordance with the terms included in the
then current Registration Statement and subject to the limitations of the
Trust Instrument and any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the Trust has registered an indefinite amount of shares
of beneficial interest under the Securities Act of 1933. I further understand
that, pursuant to the provisions of Rule 24f-2, the Trust intends to file with
the Securities and Exchange Commission a Notice making definite the
registration of 1,438,844,793 shares of the Trust (the "Shares") sold in
reliance upon Rule 24f-2 during the fiscal year ended February 28, 1994.
I am of the opinion that all necessary Trust action precedent to the issue of
the Shares has been duly taken, and that all the Shares were legally and
validly issued, and are fully paid and nonassessable under Delaware law,
subject to the possibility that a court might not apply such law as described
in the Fund's Statement of Additional Information under the heading
"Shareholder and Trustee Liability -Delaware Trust." In rendering this
opinion, I rely on the representation by the Trust that it or its agent
received consideration for the Shares in accordance with the Trust Instrument
and I express no opinion as to compliance with the Securities Act of 1933, the
Investment Company Act of 1940, or applicable state "Blue Sky" or state
securities laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice which you are about
to file under the 1940 Act with said commission.
Very truly yours,
/s/ Arthur S. Loring
Arthur S. Loring
Vice President - Legal
