U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Bull & Bear Funds II, Inc., 11 Hanover Square,
New York, NY 10005
2. Name of each series or class of funds for which this notice is filed: Bull &
Bear Global Income Fund; Bull & Bear U.S. Government Securities Fund; Bull &
Bear Dollar Reserves
3. Investment Company Act File Number: 811-2474
Securities Act File Number: 2-57953
4. Last day of fiscal year for which this notice is filed: June 30, 1996
5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable: N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2 in
a prior fiscal year, but which remained unsold at the beginning of the fiscal
year: None
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2: 15,030,065
9. Number and aggregate sales price of securities sold during the fiscal year:
126,019,893 shares (including shares issued in connection with dividend
reinvestment) at an aggregate sale price of $131,356,592
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2: 126,019,893 shares (including
shares issued in connection with dividend reinvestment) at an aggregate sale
price of $131,356,592
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable: N/A
12. Calculation of registration fee:
Aggregate sale price of securities sold: $131,356,592
Less cost of shares redeemed or repurchased: (145,122,578)
Net aggregate price: (13,765,986)
Multiplier: 1/2900
Fee due: $ -0-
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures: [ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: N/A
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By: /s/ Joseph Leung, Chief Accounting Officer
Joseph Leung
Date: August 28, 1996
Arthur J. Brown
(202) 778-9046
August 27, 1996
Bull & Bear Funds II, Inc.
11 Hanover Square
New York, New York 10005
Dear Sir or Madam:
Bull & Bear Funds II, Inc. ("Company") is a corporation duly
incorporated and existing under the laws of the State of Maryland. The Company
has three series of shares outstanding: Bull & Bear Dollar Reserves, Bull & Bear
Global Income Fund and Bull & Bear U.S. Government Securities Fund. We
understand that the Company is about to file a Rule 24f-2 Notice pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended ("1940 Act") for
the purpose of making definite the number of shares of capital stock which it
has registered thereunder and under the Securities Act of 1933, as amended
("1933 Act") and which it sold in reliance on Rule 24f-2 during its fiscal year
ended June 30, 1996.
We have, as counsel, examined copies either certified or otherwise
proved to be genuine, of the Company's Articles of Incorporation and By-Laws, as
now in effect and other documents relating to its organization and operation.
Based upon the foregoing, it is our opinion that the shares of capital stock of
the Company sold in reliance upon registration under Rule 24f-2 during the
Company's fiscal year ended June 30, 1996, the registration of which will be
made definite by the filing of a Rule 24f-2 Notice, were legally issued, fully
paid and non-assessable. We express no opinion as to compliance with the 1933
Act, the 1940 Act or applicable state securities laws in connection with the
sales of shares of capital stock.
We hereby consent to this opinion accompanying the Rule 24f-2 Notice
which you are about to file with the Securities and Exchange Commission.
Sincerely,
KIRKPATRICK & LOCKHART LLP
By: /s/ Arthur J. Brown
Arthur J. Brown
<PAGE>
