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FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24F-2
1. California Investment Trust II 44 Montgomery St. #2100 SF CA 94104
2. U.S. Government Securities Fund, The United States Treasury Trust,
S&P 500 Index Fund, S&P MidCap Index Fund
3. Investment Company Act File Number: 33-500
Securities Act File Number: 811-4418
4. Last day of fiscal year for which this notice is filed: 8/31/96
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: N/A
6. Date of termination of issuer's declaration under rule 24f-2 (a)(1), if
applicable (see Instruction A.6): N/A
7. Number and amount of securities of the same class or series which has
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: N/A
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: N/A
9. Number and aggregate sales price of securities sold during the fiscal
year:
Shares 145,004,024 Amount $174,832,423
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Shares 145,004,024 Amount: $174,832,423
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see instruction B.7):
Shares 2,155,570 Amount: $ 6,475,331
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12. Calculation of Registration Fee:
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(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24F-2 (from Item 10): $174,832,423
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): $ 6,475,331
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): $147,206,409
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): $ 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 [line (i),
plus line (ii), less line (iii), plus line (iv)] (if
applicable): $ 34,101,345
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see instruction C.6): 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 10,333.74
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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 (Signature and Title) /s/ Richard F. Shelton
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Richard F. Shelton, President
Date October 29, 1996
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California Investment Trust II
44 Montgomery Street, Suite 2100
San Francisco, California 94104
Ladies and Gentlemen:
As counsel to California Investment Trust II, a Massachusetts
business trust (the "Trust"), you have requested our opinion with respect to the
shares of beneficial interest of the four series of the Trust (the "Funds") sold
by the Trust during its fiscal year ended August 31, 1996 (the "Shares") in
connection with the notice (the "Notice") being filed by the Trust with the
Securities and Exchange Commission pursuant to Rule 24f-2 adopted under the
Investment Company Act of 1940, as amended (the "Act").
In connection with this opinion, we have assumed the
authenticity of all records, documents and instruments submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to the originals of all records, documents and
instruments submitted to us as copies. We have based our opinion upon our review
of the following records, documents and instruments:
(a) the Trust's Agreement and Declaration of Trust dated
September 11, 1985, as amended on or about February
20, 1986, March 18, 1987, February 27, 1989 and
February 6, 1992 (as so amended, the "Declaration of
Trust"), certified to us by an officer of the Trust
as being true and complete and in effect throughout
the Trust's fiscal year ended August 31, 1996 (the
"Fiscal Year");
(b) the Bylaws of the Trust, as amended, certified to us
by an officer of the Trust as being true and complete
and in effect throughout the Fiscal Year;
(c) the combined Prospectuses and combined Statements of
Additional Information effective during the Fiscal
Year, as listed in the officer's certificate
identified in (e) below (collectively, the
"Prospectuses");
(d) resolutions adopted by the Board of Trustees of the
Trust at meetings of the board held on March 10,
1992, December 8, 1992, March 23, 1993, July 13,
1993, October 5, 1993, March 29, 1994 and June 23,
1994 certified by an officer of the Trust as being in
full force and effect throughout the end of the
Fiscal Year; and
(e) a certificate of an officer of the Trust concerning
certain factual matters.
In rendering our opinion below, we have assumed that all of
the Shares were issued and sold at the per-share public offering price (i.e.,
net asset value) on the date of their issuance in accordance with statements
specified in the Funds' then-current Prospectus and in accordance with Article
III of the Declaration of Trust. We have not conducted an independent
examination of the books and records of the Trust for the purpose of determining
whether all of the Shares were fully paid prior to their issuance and do not
believe it to be our obligation to do so. In rendering our opinion, we have
assumed that each Fund received for the Shares sold by that Fund, in cash, an
amount equal to the per-share public offering price described in the Funds'
then-current Prospectus.
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Our opinion below is limited to the federal law of the United
States of America and the business trust law of the Commonwealth of
Massachusetts. We are not licensed to practice law in the Commonwealth of
Massachusetts, and we have based our opinion below solely on our review of
Chapter 182 of the General Laws of the Commonwealth of Massachusetts and the
case law interpreting such Chapter as reported in Annotated Laws of
Massachusetts (Law. Co-op. 1987 & Supp. 1996) and updated on Westlaw. We have
not undertaken a review of other Massachusetts law or court decisions or of any
administrative decisions in connection with rendering this opinion. We disclaim
any opinion as to any law other than that of the United States of America and
the business trust law of the Commonwealth of Massachusetts as described above,
and we disclaim any opinion as to any statute, rule, regulation, ordinance,
order or other promulgation of any regional or local governmental authority.
We note that pursuant to certain decisions of the Supreme
Judicial Court of the Commonwealth of Massachusetts, shareholders of a
Massachusetts business trust may, in certain circumstances, be held personally
liable as partners for the obligations or liabilities of the trust. However, we
also note that Article VIII, Section 1 of the Declaration of Trust provides that
all persons extending credit to, contracting with or having any claim against
the Trust or the Funds shall look only to the assets of the Trust or the Funds
for payment thereof and that the shareholders shall not be personally liable
therefor, and further provides that every note, bond, contract, instrument,
certificate or undertaking made or issued on behalf of the Trust may include a
notice that such instrument was executed on behalf of the Trust and that the
obligations of such instruments are not binding upon any of the shareholders of
the Trust individually, but are binding only on the assets and property of the
Trust.
Based upon our examination of such questions of law as we have
deemed necessary and appropriate for the purpose of this opinion and subject to
the foregoing, we are of the opinion that the Shares, as sold pursuant to
registration under the Securities Act of 1933, as amended, and Rule 24f-2
adopted under the Act, were legally issued, fully paid and, subject to the court
decisions described above, nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Notice being filed by the Trust with the Securities and Exchange
Commission. This opinion is rendered to you in connection with that Notice and
is solely for your benefit. This opinion may not be relied upon by you for any
other purpose, or relied upon by any other person, firm or other entity for any
purpose, without our prior written consent. We disclaim any obligation to advise
you of any change of law that occurs, or any facts of which we become aware,
after the date of this opinion.
Sincerely yours,
/s/ Heller Ehrman White & McAuliffe
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