<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity New York Municipal Trust II
(Name of Registrant)
File No. 33-42943
</PAGE>
<PAGE>
FILE NO. 33-42943
Fidelity New York Municipal Trust II
: Fidelity New York 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 January 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
168,085,333 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
1,496,778,596 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
1,383,665,527 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
1,383,665,527
$
1,383,665,527
Redemptions:
(1,383,665,527)
$
(1,383,665,527)
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 New York Municipal Trust II
:
Fidelity New York Tax-Free Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 33-42943
Fidelity New York Municipal Trust II
: Spartan New York Municipal 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 January 31, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
37,679,982 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
492,118 shares
(iv) Number of Securities Sold During Fiscal Year
560,912,446 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
522,740,346 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
522,740,346
$
522,740,346
Redemptions:
(465,489,438)
$
(465,489,438)
Net Sales Pursuant to Rule 24f-2:
57,250,908
$
57,250,908
</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: $19,741.83
Fidelity New York Municipal Trust II
:
Spartan New York Municipal Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
Fidelity (logo) Investments
FMR Corp.
82 Devonshire Street
Boston MA 02109 3614
617 563 7000
March 20, 1995
Mr. John Costello, Assistant Treasurer
Fidelity New York Municipal Trust II:
Spartan New York Municipal Money Market
Portfolio
Fidelity New York Tax Free Money Market
Portfolio
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity New York Municipal Trust II is a
Delaware business trust created under a
written Trust Instrument dated June 20, 1991.
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 Commision a
Notice making definite the registration of
1,906,405,873 shares of the trust (the
"Shares") sold in reliance upon Rule 24f-2
during the fiscal year ended January 31,
1995.
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 March 13, 1995 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.
With respect to the period February 1, 1994
through March 22, 1994, Spartan New York
Municipal Money Market Porfolio shares
subject to the Rule 24f-2 Notice were issued
by the fund as a portfolio of a Massachusetts
trust (the Massachusetts trust), created
under a written Declaration of Trust under
the name Fidelity New York Municipal Trust
dated, executed and delivered in Boston ,
Massachusetts on April 25, 1983. The Trust's
name was changed to "Fidelity New York Tax
Free Fund" by a supplement to the Declaration
of Trust filed with the Secretary of the
Commonwealth of Massachusetts on March 1,
1984. An Amended and Restated Declaration of
Trust was filed with the Secretary of the
Commonwealth of Massachusetts on July 11,
1984. A supplement to the Declaration of
Trust was filed with the Secretary of the
Commonwealth of Massachusetts on April 10,
1985. A supplement to the Declaration of
Trust was dated and executed on December 9,
1988 and filed with the Secretary of the
Commonwealth of Massachusetts on December 12,
1988. The trust's name was changed to
"Fidelity New York Municipal Trust" by a
supplement to the Declaration of Trust filed
with the Secretary of the Commonwealth of
Massachusetts on January 8, 1990. A
supplement to the Declaration of Trust was
filed with the Secretary of the Commonwealth
of Massachusetts on April 9, 1990. An
Amended and Restated Declaration of Trust was
filed with the Secretary of the Commonwealth
of Massachusetts on April 14, 1994.
Under Article III, Section 1, of the
Declaration of Trust, the beneficial interest
in the trust shall be divided into such
transferable Shares of one or more separate
and distinct Series as the trustees shall
from time to time create and establish. The
number of Shares is unlimited and each Share
shall be without par value and shall be fully
paid and non assessable. The trustees shall
have full power and authority, in their sole
discretion and without obtaining any prior
authorization or vote of the Shareholders of
the trust to create and establish (and to
change in any manner) Shares with such
preferences, voting powers, rights, and
privileges as the trustees may from time to
time determine, to divide or combine the
Shares into a greater or lesser number, to
classify or reclassify any issued Shares into
one or more Series of Shares, to abolish any
one or more Series of Shares, and to take
such other action with respect to the Shares
as the trustees may deem desirable.
Under Article III, Section 4, the trustees
shall accept investments in the trust from
such persons and on such terms as they may
from time to time authorize. Such
investments may be in the form of cash or
securities in which the appropriate Series is
authorized to invest, valued as provided in
Article X, Section 3. After the date of the
initial contribution of capital, the number
of Shares to represent the initial
contribution may in the trustees' discretion
be considered as outstanding and the amount
received by the trustees on account of the
contribution shall be treated as an asset of
the trust. Subsequent investments in the
trust shall be credited to each Shareholder's
account in the form of full Shares at the Net
Asset Value per Share next determined after
the investment is received; provided,
however, that the trustees may, in their sole
discretion, (a) impose a sales charge upon
investments in the trust and (b) issue
fractional Shares.
By a vote adopted on October 12, 1982, and
amended on February 22, 1985, the Board of
Trustees of the Massachusetts trust
authorized the issue and sale, from time to
time, of an unlimited number of shares of the
beneficial interest of the fund in accordance
with the terms included in the fund's
Prospectus and Statement of Additional
Information and subject to the limitations of
the Declaration of Trust and any amendments
thereto.
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, or
Massachusetts law, respectively, for the
relevant periods, except as described in the
funds' then applicable Statements of
Additional Information under the heading
"Description of the Trusts" and subject to
the possibility that a court might not apply
such law as described in Spartan New York
Municipal Money Market Porfolio's Statement
of Additional Information dated March 20,
1994 under the heading "Description of the
Trusts." 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 or Declaration of Trust,
respectively, for the relevant periods. 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/ Judith Hogan
Judith Hogan
Senior Legal Counsel
March 13, 1995
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re: Fidelity New York Municipal Trust II
Dear Mr. Loring:
We have acted as special Delaware counsel to
Fidelity New York 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 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 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
Section 11.04 or Section 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
