<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity California Municipal Trust II
(Name of Registrant)
File No. 33-42890
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Fidelity California Municipal Trust II
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Fidelity California Municipal Money Market Fund
3.
Investment Company Act File Number: 811-6397
Securities Act File Number: 33-42890
4.
Last day of fiscal year for which this notice is filed: February 29, 1996
5.
Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6.
Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
Number of Shares: 179,315,757
Aggregate Price: 179,315,757
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 2,579,761,838
Aggregate Price: 2,579,761,838
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10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 2,522,553,562
Aggregate Price: 2,522,553,562
11.
Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
12.
Calculation of registration fee:
(i)
Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): 2,522,553,562
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (2,522,553,562)
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v)
Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 0
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/2900
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 0
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See Instruction
C.3.
13.
Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
April 18, 1996
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date April 26, 1996
* Please print the name and title of the signing officer below the
signature.
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Fidelity California Municipal Trust II
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Spartan California Municipal Money Market Fund
3.
Investment Company Act File Number: 811-6397
Securities Act File Number: 33-42890
4.
Last day of fiscal year for which this notice is filed: February 29, 1996
5.
Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6.
Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
Number of Shares: 0
Aggregate Price: 0
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 1,614,498,632
Aggregate Price: 1,614,498,632
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10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 1,614,498,632
Aggregate Price: 1,614,498,632
11.
Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
12.
Calculation of registration fee:
(i)
Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): 1,614,498,632
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (1,470,606,698)
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v)
Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 143,891,934
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/2900
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 49,617.91
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See Instruction
C.3.
13.
Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
April 18, 1996
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date April 26, 1996
* Please print the name and title of the signing officer below the
signature.
</PAGE>
April 18, 1996
Mr. John Costello, Assistant Treasurer
Fidelity California Municipal Trust II (the Trust):
Fidelity California Municipal Money Market Fund
Spartan California Municipal Money Market Fund (the Funds)
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 15, 1996, 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
thereunder 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 of each Series 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 with such preferences, voting powers, rights and
privileges as the trustees may from time to time determine, to divide
or combine the Shares into a greater or lesser number, to classify or
reclassify any issued Shares of any Series, 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 the trust in cash or securities from such
persons and on such terms as they may from time to time authorize.
Such investments in the trust shall be credited to each Shareholder's
account in the form of full Shares at the Net Asset Value per Share
next determined after the investment is received; provided,
however, that the trustees may, in their sole discretion, fix the initial
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 as 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 4,137,052,194 shares of the trust (the "Shares") sold
in reliance upon Rule 24f-2 during the fiscal year ended February
29, 1996.
I am of the opinion that all necessary trust action precedent to the
issue of 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 funds' Statements 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 agents 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 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
April 15, 1996
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 "Certifi-
cate"); 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-refer-
enced 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
and all
applicable resolutions of the Trustees 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 attribut-
able 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 registra-
tion 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 organized under the general corporation law
of the
State of Delaware; 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
Arthur S. Loring, Esquire
April 15, 1996
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