<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (NO. 33-43986)
UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. ____________ [ ]
Post-Effective Amendment No. ______9___ [ x ]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [ ]
Amendment No. ____________ [ ]
FIDELITY MUNICIPAL TRUST II
(Exact Name of Registrant as Specified in Charter)
82 Devonshire Street, Boston, MA 02109
(Address of Principal Executive Offices)
Registrant's Telephone Number: (617) 570-7000
Arthur S. Loring, Esq., 82 Devonshire Street, Boston, MA 02109
(Name and Address of Agent for Service)
It is proposed that this filing will become effective on JUNE 7, 1994,
pursuant to Paragraph (b) of Rule 485.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title
of Proposed
Securities Amount Proposed Maximum
Being of Shares Maximum Aggregate Amount of
Registered Being Registered Offering per Unit Offering Price Registration Fee
FIDELITY OHIO MUNI 12,800,020* $1.00 $12,800,020 $100
MONEY MARKET PORT
SPARTAN PENN MUNI 7,031,611* $1.00 $7,031,611
MONEY MARKET PORT
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the average of the bid and ask prices in effect on
JUNE 1, 1994.
* This calculation has been made pursuant to Rule 24e-2 under the
Investment Company Act of 1940. Registrant, during its fiscal year ended
DECEMBER 31, 1993, redeemed or repurchased 388,910,557 shares for the
FIDELITY OHIO MUNICIPAL MONEY MARKET PORTFOLIO and 183,823,236 shares for
the SPARTAN PENNSYLVANIA MUNICIPAL MONEY MARKET PORTFOLIO. 12,655,020
shares for the FIDELITY OHIO MUNICIPAL MONEY MARKET PORTFOLIO and 6,886,611
shares for the SPARTAN PENNSYLVANIA MUNICIPAL MONEY MARKET PORTFOLIO are
being utilized for the purpose of reduction pursuant to Paragraph (2) of
such rule. 376,255,537 redeemed or repurchased shares for the FIDELITY
OHIO MUNICIPAL MONEY MARKET PORTFOLIO and 176,936,625 redeemed or
repurchased shares for the SPARTAN PENNSYLVANIA MUNICIPAL MONEY MARKET
PORTFOLIO were used for reduction pursuant to Paragraph (a) of Rule 24e-2
or Paragraph (c) of Rule 24f-2 in previous filings of post-effective
amendments during the current year.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No. 9 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and Commonwealth of Massachusetts, on the 7 th day
of June 1994.
FIDELITY MUNICIPAL TRUST II
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
(Signature) (Title) (Date)
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Edward C. Johnson 3d(dagger) President and Trustee June 7, 1994
Edward C. Johnson 3d (Principal Executive Officer)
</TABLE>
/s/Gary L. French Treasurer June 7, 1994
Gary L. French
/s/J. Gary Burkhead Trustee June 7, 1994
J. Gary Burkhead
/s/Ralph F. Cox * Trustee June 7, 1994
Ralph F. Cox
/s/Phyllis Burke Davis * Trustee June 7, 1994
Phyllis Burke Davis
/s/Richard J. Flynn * Trustee June 7, 1994
Richard J. Flynn
/s/E. Bradley Jones * Trustee June 7, 1994
E. Bradley Jones
/s/Donald J. Kirk * Trustee June 7, 1994
Donald J. Kirk
/s/Peter S. Lynch * Trustee June 7, 1994
Peter S. Lynch
/s/Edward H. Malone * Trustee June 7, 1994
Edward H. Malone
/s/Marvin L. Mann_____* Trustee June 7, 1994
Marvin L. Mann
/s/Gerald C. McDonough* Trustee June 7, 1994
Gerald C. McDonough
/s/Thomas R. Williams * Trustee June 7, 1994
Thomas R. Williams
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated October 20, 1993 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated October 20, 1993 and filed herewith.
POWER OF ATTORNEY
I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Daily Money Fund Fidelity Institutional Tax-Exempt Cash Portfolios
Daily Tax-Exempt Money Fund Fidelity Institutional Investors Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust II
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Court Street Trust II Fidelity New York Municipal Trust II
Fidelity Hereford Street Trust Fidelity Phillips Street Trust
Fidelity Institutional Cash Portfolios Fidelity Union Street Trust II
</TABLE>
in addition to any other investment company for which Fidelity Management
& Research Company acts as investment adviser and for which the
undersigned individual serves as President and Board Member (collectively,
the "Funds"), hereby severally constitute and appoint J. Gary Burkhead, my
true and lawful attorney-in-fact, with full power of substitution, and with
full power to sign for me and in my name in the appropriate capacity any
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Pre-Effective Amendments or
Post-Effective Amendments to said Registration Statements on Form N-1A or
any successor thereto, any Registration Statements on Form N-14, and any
supplements or other instruments in connection therewith, and generally to
do all such things in my name and behalf in connection therewith as said
attorney-in-fact deem necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission. I hereby ratify and confirm all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d October 20, 1993
Edward C. Johnson 3d
POWER OF ATTORNEY
We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:
<TABLE>
<CAPTION>
<S> <C>
Daily Money Fund Fidelity Institutional Tax-Exempt Cash Portfolios
Daily Tax-Exempt Money Fund Fidelity Institutional Investors Trust
Fidelity Beacon Street Trust Fidelity Money Market Trust II
Fidelity California Municipal Trust II Fidelity Municipal Trust II
Fidelity Court Street Trust II Fidelity New York Municipal Trust II
Fidelity Hereford Street Trust Fidelity Phillips Street Trust
Fidelity Institutional Cash Portfolios Fidelity Union Street Trust II
</TABLE>
in addition to any other investment company for which Fidelity Management
& Research Company acts as investment adviser and for which the
undersigned individual serves as a Director, Trustee or General Partner
(collectively, the "Funds"), hereby severally constitute and appoint Arthur
J. Brown, Arthur C. Delibert, Robert C. Hacker, Richard M. Phillips, Dana
L. Platt and Stephanie Xupolos, each of them singly, my true and lawful
attorney-in-fact, with full power of substitution, and with full power to
each of them, to sign for me and my name in the appropriate capacities any
Registration Statements of the Funds on Form N-1A or any successor thereto,
any and all subsequent Pre-Effective Amendments or Post-Effective
Amendments to said Registration Statements on Form N-1A or any successor
thereto, any Registration Statements on Form N-14, and any supplements or
other instruments in connection therewith, and generally to do all such
things in my name and behalf in connection therewith as said
attorneys-in-fact deem necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact
or their substitutes may do or cause to be done by virtue hereof.
WITNESS our hands on this twentieth day of October, 1993.
/s/Edward C. Johnson 3d /s/Donald J. Kirk
Edward C. Johnson 3d Donald J. Kirk
/s/J. Gary Burkhead /s/Peter S. Lynch
J. Gary Burkhead Peter S. Lynch
/s/Ralph F. Cox /s/Marvin L. Mann
Ralph F. Cox Marvin L. Mann
/s/Phyllis Burke Davis /s/Edward H. Malone
Phyllis Burke Davis Edward H. Malone
/s/Richard J. Flynn /s/Gerald C. McDonough
Richard J. Flynn Gerald C. McDonough
/s/E. Bradley Jones /s/Thomas R. Williams
E. Bradley Jones Thomas R. Williams
