Rule 24f-2 Notice
Colonial Trust II
File #2-66976
(i) The fiscal year for which the notice is filed 08-31-95
(ii) Registered shares of beneficial interest, other than
pursuant to Rule 24f-2, remaining unsold at
beginning of fiscal year 0
(iii) Shares of beneficial interest registered, other than
pursuant to Rule 24f-2, during the fiscal year 0
(iv) Shares of beneficial interest sold during fiscal year 766,405,405
(v) Shares of beneficial interest sold during fiscal year
in reliance upon registration pursuant to Rule 24f-2
Notice 766,405,405
CALCULATION OF FEE
Pursuant to Rule 24f-2
Actual aggregate sale price of 766,405,405 shares sold
during the fiscal year ended 8-31-95 $1,415,187,908
Reduced by
the actual aggregate redemption or repurchase price of
743,681,528 shares redeemed or repurchased during such fiscal
year 8-31-95 $1,199,258,293
Balance $215,929,615
$215,929,615/2900 = $74,458.49
Registration fee = $74,458.49
COLONIAL TRUST II
_________________________________________
Michael H. Koonce
Assistant Secretary
October 27, 1995
October 27, 1995
Colonial Trust II
One Financial Center
Boston, Massachusetts 02111
Ladies and Gentlemen:
We understand that Colonial Trust II (the "Trust") is about
to file a Rule 24f-2 Notice (the "Notice") with the Securities
and Exchange Commission (the "Commission") pursuant to Rule 24f-2
(the "Rule") under the Investment Company Act of 1940, as
amended, making definite the registration of 766,405,405.11
shares of beneficial interest (the "Shares") of the Trust sold in
reliance upon the Rule during the Trust's fiscal year ended
August 31, 1995.
We have acted as counsel for the Trust since its
organization and are familiar with the action taken by its board
of trustees to authorize the issuance of the Shares. We have
examined records of meetings of its board of trustees and
shareholders, its By-Laws and its Agreement and Declaration of
Trust and amendments thereto on file at the office of the
Secretary of the Commonwealth of Massachusetts. We have also
examined such other documents as we deem necessary for the
purpose of this opinion.
We assume that appropriate action has been taken to register
or qualify the sale of the Shares under any applicable state and
federal laws regulating offerings and sales of securities and
that the Notice will be timely filed. We also assume that the
Trust or its authorized agent received the authorized payment for
the Shares in accordance with the terms described in the Trust's
Registration Statement (File No. 811-3009) under the Securities
Act of 1933.
Based upon the foregoing, we are of the opinion that the
Shares were validly issued, fully paid and nonassessable.
The Trust is an entity of the type commonly known as a
"Massachusetts Business Trust." Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust. However, the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement, obligation,
or instrument entered into or
executed by the Trust or the Trustees. The Agreement and
Declaration of Trust provides for indemnification out of the
Trust property for all loss and expense of any shareholder held
personally liable for the obligations of the Trust. Thus, the
risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the
Trust itself would be unable to meet its obligations.
We consent to this opinion accompanying the Notice when
filed with the Commission.
Very truly yours,
Ropes & Gray
