1. Name and address of issuer:
Pioneer II
60 State Street
Boston, MA 02109-1820
2. Name of each series or class of funds for which this notice is filed:
Pioneer II
3. Investment Company Act File Number: 811-1835
Securities Act File Number: 2-32773
4. Last day of fiscal year for which this notice is filed: September 30, 1995
5. Check box if this notice is being filed more than 180 days after the close
of the fiscal year but before termination of the issuer's 24f-2 declar-
ation: 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 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: 78,814,717
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 6,693,025
9. Number and aggregate sale price of securities sold during the fiscal year:
42,039,481 shares
$748,234,209
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
28,679,334 shares
$510,433,836
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): Included in item 9.
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2
(from Item 10): $510,433,836
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): $0
(iii)Aggregate price of shares redeemed or repurchas-
ed during the fiscal year (if applicable): -$510,433,836
(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): $0
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): 1/2900
(vii)Fee due [line (i) or line (v) multiplied by
line (vi)]: $0.00
Instruction: Issuers should complete line (ii), (iii), and (v) only if the
form is being filed within 60 days after the close of the issuer's
fiscal year: See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission' Rules of Informal and Other
Procedures (17 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the Commission's lock-
box depository: November 29, 1995.
SIGNATURES
This report has been signed below the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)
/s/Robert P. Nault
Assistant Secretary
Date: November 29, 1995
November 29, 1995
Pioneer II
60 State Street
Boston, MA 02109
Re: Rule 24f-2 Notice
Gentlemen:
Pioneer II (the "Fund") is a Massachusetts business trust organized
under a written Declaration of Trust dated January 8, 1985, and executed and
delivered on such date in Boston, Massachusetts (the "Declaration of Trust").
The beneficial interests thereunder are represented by transferable shares of
beneficial interest, $1.00 par value.
The Trustees of the Fund have the powers set forth in the Declaration
of Trust, subject to the terms, provisions and conditions therein provided.
Pursuant to Article III, Section 1 of the Declaration of Trust, the number of
shares of beneficial interest authorized to be issued under the Declaration of
Trust is unlimited and the Trustees are authorized to divide the shares into one
or more series of shares as they deem necessary or desirable. Pursuant to
Article III, Section 4 of the Declaration of Trust, the Trustees may issue
shares of any series for such amount and type of consideration, including cash
or property, and on such terms as they may deem advisable without action or
approval of the shareholders.
We understand that, pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended (the "1940 Act"), the Fund has registered an indefinite
number of shares of beneficial interest under the Securities Act of 1933, as
amended (the "1933 Act").
We understand that you are about to file with the Securities and
Exchange Commission a notice pursuant to Rule 24f-2 (the "Rule 24f-2 Notice")
making definite the registration of 28,679,334 shares of beneficial interest of
the Fund (the "Shares") sold in reliance upon said Rule 24f-2 during the fiscal
year ended September 30, 1995.
We have examined the Declaration of Trust, the By-laws, resolutions of
the Fund's Board of Trustees, a certificate of an officer of the Fund to the
effect that the Fund or its agent received the consideration for the Shares in
accordance with the terms of the Declaration of Trust, and such other documents
as we have deemed necessary or appropriate for the purposes of this opinion,
including, but not limited to, originals, or copies certified or otherwise
identified to our satisfaction, of such documents, Fund records and other
instruments. In our examination of the above documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies, the authenticity of the originals of such
latter documents and the legal competence of each individual executing any
documents.
For purposes of this opinion letter, we have not made an independent
review of the laws of any state or jurisdiction other than The Commonwealth of
Massachusetts and express no opinion with respect to the laws of any
jurisdiction other than the laws of The Commonwealth of Massachusetts. Further,
we express no opinion as to compliance with any state or federal securities
laws, including the securities laws of The Commonwealth of Massachusetts
Our opinion below, as it relates to the nonassessability of the shares
of the Fund, is qualified to the extent that under Massachusetts law,
shareholders of a Massachusetts business trust, such as the Fund, may be held
personally liable for the obligations of such trust. In this regard, however,
please be advised that the Declaration of Trust disclaims shareholder liability
for acts or obligations of the Fund and requires that notice of such disclaimer
be given in each note, bond, contract, certificate or undertaking made or issued
by or on behalf of the Fund. Also, the Declaration of Trust provides for
indemnification out of Fund property for all loss and expense of any shareholder
held personally liable solely by reason of his being or having been a
shareholder of the Fund; provided, however, that no Fund property may be used to
indemnify any shareholder of any series of the Fund other than Fund property
allocated or belonging to that series.
We are of the opinion that all necessary Fund action precedent to the
issuance of the Shares has been duly taken, and that the Shares were legally and
validly issued, and are fully paid and nonassessable by the Fund, subject to
compliance with the 1933 Act, the 1940 Act and the applicable state laws
regulating the sale of securities.
We consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above. Except as
provided in this paragraph, this opinion may not be relied upon by, or filed
with, any other party or used for any other purpose.
Very truly yours,
/s/Hale and Dorr
HALE AND DORR
