<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Court Street Trust II
(Name of Registrant)
File No. 33-43758
</PAGE>
<PAGE>
FILE NO. 33-43758
Fidelity Court Street Trust II
: Fidelity Connecticut 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 November 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
96,579,444 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
48,820,269 shares
(iv) Number of Securities Sold During Fiscal Year
674,020,564 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
668,124,024 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
668,124,024
$
668,124,024
Redemptions:
(668,124,024)
$
(668,124,024)
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 Court Street Trust II
:
Fidelity Connecticut Municipal Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 33-43758
Fidelity Court Street Trust II
: Fidelity New Jersey 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 November 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
110,850,998 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
6,232,984 shares
(iv) Number of Securities Sold During Fiscal Year
834,725,683 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
803,015,157 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
803,015,157
$
803,015,157
Redemptions:
(803,015,157)
$
(803,015,157)
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 Court Street Trust II
:
Fidelity New Jersey Tax-Free Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 33-43758
Fidelity Court Street Trust II
: Spartan Connecticut 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 November 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No 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
225,193,655 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
225,193,655 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
225,193,655
$
225,193,655
Redemptions:
(224,729,453)
$
(224,729,453)
Net Sales Pursuant to Rule 24f-2:
464,202
$
464,202
</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: $160.07
Fidelity Court Street Trust II
:
Spartan Connecticut Municipal Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 33-43758
Fidelity Court Street Trust II
: Spartan Florida 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 November 30, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No 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
587,117,506 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
587,117,506 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
587,117,506
$
587,117,506
Redemptions:
(564,580,189)
$
(564,580,189)
Net Sales Pursuant to Rule 24f-2:
22,537,317
$
22,537,317
</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: $7,771.54
Fidelity Court Street Trust II
:
Spartan Florida Municipal Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
FMR Corp.
82 Devonshire Street
Boston MA 02109-3614
617 570 7000
January 19, 1995
Mr. John Costello, Assistant Treasurer
Fidelity Court Street Trust II (the Trust):
Fidelity Connecticut Municipal Money Market Portfolio
Fidelity New Jersey Tax-Free Money Market Portfolio
Spartan Connecticut Municipal Money Market Portfolio
Spartan Florida Money Market Portfolio (the Funds)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Court Street Trust II is a Delaware business trust created under a
written Trust Instrument dated June 20, 1991. The Trust Instrument was amended
pursuant to an Action by Unanimous Written Consent of the Trust's Board of
Trustees dated August 30, 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 January 17, 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 these Funds 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 2,283,450,342 shares of the Trust (the "Shares") sold in
reliance upon Rule 24f-2 during the fiscal year ended November 30, 1994.
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 and subject to
the possibility that a court might not apply such law as described in the
Funds' Statements of Additional Information dated January 16, 1995 under the
heading "Shareholder and Trustee Liability." 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
Vice President - Legal
January 17, 1995
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re: Fidelity Court Street Trust II
Dear Mr. Loring:
We have acted as special Delaware counsel to Fidelity Court Street 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 November 4, 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
