<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Municipal Trust II
(Name of Registrant)
File No. 33-43986
</PAGE>
<PAGE>
FILE NO. 33-43986
Fidelity Municipal Trust II
: Fidelity Michigan 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 December 31, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
1,779,207 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
18,654,383 shares
(iv) Number of Securities Sold During Fiscal Year
305,331,423 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
293,906,431 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
293,906,431
$
293,906,431
Redemptions:
(293,906,431)
$
(293,906,431)
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 Municipal Trust II
:
Fidelity Michigan Municipal Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 33-43986
Fidelity Municipal Trust II
: Fidelity Ohio 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 December 31, 1993
(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
376,255,537 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
376,255,537 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
376,255,537
$
376,255,537
Redemptions See Note (2) :
(376,255,537)
$
(376,255,537)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended December 31, 1993
, aggregated
388,910,557
and $388,910,557
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
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 Municipal Trust II
:
Fidelity Ohio Municipal Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 33-43986
Fidelity Municipal Trust II
: Spartan Pennsylvania 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 December 31, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
43,115,698 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
53,457,111 shares
(iv) Number of Securities Sold During Fiscal Year
176,936,625 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
176,936,625 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
176,936,625
$
176,936,625
Redemptions See Note (2) :
(176,936,625)
$
(176,936,625)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended December 31, 1993
, aggregated
183,823,236
and $183,823,236
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
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 Municipal Trust II
:
Spartan Pennsylvania Municipal Money Market Portfolio
By John H. Costello
Assistant Treasurer
</PAGE>
February 16, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Municipal Trust II (the Trust):
Fidelity Michigan Municipal Money Market Portfolio
Fidelity Ohio Money Market Portfolio
Spartan Pennsylvania Municipal Money Market Portfolio (the Funds)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity 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 February 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 2.07, 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.
Under Article II, Section 2.08, 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.
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 Commision a Notice
making definite the registration of 847,098,593 shares of the Trust (the
"Shares") sold in reliance upon Rule 24f-2 during the fiscal year ended
December 31, 1993.
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 dated
February 24, 1993 under the heading "Shareholder and Trustee
Liability" (Michigan Money Market and Ohio Money Market) or
"Shareholder and Trustee Liability - Delaware Trust" (Pennsylvania
Money Market). 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
February 14, 1994
Arthur S. Loring, Esquire
General Counsel
Fidelity Management & Research Co.
82 Devonshire Street
Boston, Massachusetts 02109
Re: Fidelity Municipal Trust II
Dear Mr. Loring:
We have acted as special Delaware counsel to Fidelity 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 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 Section 11.04 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
AAB03AA0.DOC
AAB03AA0.DOC
