November 23, 1994
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, Northwest
Judiciary Plaza
Washington, D. C. 20549
RE: Rule 24f-2 Notice for United High Income Fund II, Inc.
File No. 33-5648 and 811-4520/ CIK #793300
Dear Sir or Madam:
1. This Notice is being filed for the fiscal year ended September 30, 1994;
2. At the beginning of such fiscal period the issuer had no securities
registered under the Securities Act of 1933, other than pursuant to this
section;
3. During such fiscal period the issuer registered no securities other than
pursuant to this section;
4. The issuer sold 9,117,319 shares during such fiscal period, and*
5. The 9,117,319 shares were sold during such fiscal year in reliance upon
registration pursuant to this section.
This Notice is accompanied by an opinion of counsel as prescribed by paragraph
(b)(1)(v) of Rule 24f-2. An additional filing fee as prescribed by paragraph
(c) of said Rule is not required since during such fiscal year net redemptions
exceeded sales.
Very truly yours,
Sharon K. Pappas
Secretary
*During such fiscal year the issuer sold 9,117,319 shares in reliance upon
registration pursuant to Rule 24f-2 at an actual aggregate sale price of
$38,145,169 and redeemed 14,806,281 shares at an aggregate repurchase price of
$61,672,228. None of such redeemed shares were previously applied by the
issuer pursuant to Section 24e-2(a) in filings made pursuant to Section
24(e)(1) of the Investment Company Act of 1940. Since the shares redeemed
during the issuer's fiscal year ended September 30, 1994 exceeded the shares
sold, a filing fee as prescribed in Section 6(b) of the Securities Act of 1933
is not required.
November 23, 1994
United High Income Fund II, Inc.
6300 Lamar Avenue
P. O. Box 29217
Shawnee Mission, Kansas 66201-9217
Dear Sir or Madam:
In connection with the public offering of shares of Capital Stock, par value
$1.00 per share, of United High Income Fund II, Inc. (the "Fund"), I have
examined such corporate records and documents and have made such further
investigation and examination as I deemed necessary for the purpose of this
opinion.
It is my opinion that the 9,117,319 shares of Capital Stock of the Fund,
registration of which the notice makes definite in number, were legally issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Rule 24f-2 Notice.
Very truly yours,
Sharon K. Pappas
Attorney at Law
SKP:sa
