<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Union Street Trust II
(Name of Registrant)
File No. 33-43757
</PAGE>
<PAGE>
FILE NO. 33-43757
Fidelity Union Street Trust II
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 August 31, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
4,170,970,928 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
9,822,104,219 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
9,309,701,777 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
9,309,701,777
$
9,309,701,777
Redemptions See Note (2) :
(9,309,701,777)
$
(9,309,701,777)
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 Union Street Trust II
By John H. Costello
Assistant Treasurer
</PAGE>
FMR Corp.
82 Devonshire Street
Boston MA 02109-3614
617 570 7000
October 19, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Union Street Trust II (the trust):
Fidelity Daily Income Trust
Spartan Municipal Money Fund (the funds)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Union Street 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 October 14, 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 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 the funds in accordance with the terms included in the then current
Registration Statements 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 9,309,701,777 shares of the trust (the "Shares") sold in
reliance upon Rule 24f-2 during the fiscal year ended August 31, 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, 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" for Fidelity Daily Income Trust and under the heading
"Shareholder and Trustee Liability Delaware Trust" for Spartan Municipal
Money Fund. 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
"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
October 14, 1994
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re: Fidelity Union Street Trust II
Dear Mr. Loring:
We have acted as special Delaware counsel to Fidelity Union 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; the Trust's Notification of Registration
Filed Pursuant to Section 8(a) of the Investment Company Act of 1940 on Form
N-8A as filed with the Securities and Exchange 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 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
/s/ Walter C. Tuthill
Walter C. Tuthill
