<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, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
9,008,598 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
440,390,901 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
431,382,303 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
431,382,303
$
431,382,303
Redemptions:
(398,336,000)
$
(398,336,000)
Net Sales Pursuant to Rule 24f-2:
33,046,303
$
33,046,303
</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: $11,395.36
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, 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
12,800,020 shares
(iv) Number of Securities Sold During Fiscal Year
547,410,061 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
534,610,041 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
534,610,041
$
534,610,041
Redemptions:
(514,839,223)
$
(514,839,223)
Net Sales Pursuant to Rule 24f-2:
19,770,818
$
19,770,818
</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: $6,817.57
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, 1994
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
96,572,809 shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
7,031,611 shares
(iv) Number of Securities Sold During Fiscal Year
212,681,193 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
201,620,498 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
201,620,498
$
201,620,498
Redemptions:
(201,620,498)
$
(201,620,498)
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>
Fidelity (logo) Investments*
Fidelity Management & Research Co.
82 Devonshire Street
Boston, MA 02109-3614
617 563 7000
February 15, 1995
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, 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 2.07, 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 1,167,612,842 shares of the Trust (the "Shares")
sold in reliance upon Rule 24f-2 during the fiscal year ended
December 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 dated February 17, 1994 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,
Arthur S. Loring
Vice President - Legal
February 14, 1995
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 (the "Certificate") and
filed in the Office of the Secretary of State of the State of Delaware
(the "Recording Office") on July 9, 1991; 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
/s/MORRIS, NICHOLS, ARSHT & TUNNELL
AAB03AA0.DOC
