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Rule 24f-2 Notice For
Mitchell Hutchins/Kidder, Peabody Investment Trust II
(1933 Act File No. 33-50716)
1. The fiscal year for which the notice is filed:
July 1, 1994 to June 30, 1995
2. The number or amount of securities of the same class or series, if any,
which had been registered under the Securities Act of 1933 other than
pursuant to this section but which remained unsold at the beginning of
such fiscal year:
None
3. The number or amount of securities, if any, registered during such fiscal
year other than pursuant to this section:
None
4. The number or amount of securities sold during such fiscal year:
$19,181,286 representing 1,781,673 shares of beneficial interest
($0.001 par value)
5. The number or amount of securities sold during such fiscal year in
reliance upon registration pursuant to this section:
$19,181,286 representing 1,781,673 shares of beneficial interest
($0.001 par value)
6. The calculation of filing fee:
(a) The total amount of registered shares
of beneficial interest ($0.001 par value)
sold including sales load: $19,181,286
(b) Less the total amount of registered
shares of beneficial interest ($0.001
par value) redeemed or repurchased: (48,605,218)
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(c) Difference (i.e.,(a) less (b)): ($29,423,932)
(d) Filing fee pursuant to section 6(b) of
1933 Act (Line (c) Amount/2,900): $0
/s/ Ann Moran
Ann Moran
Assistant Treasurer
Date: 25-Aug-95
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[LETTERHEAD OF BINGHAM, DANA & GOULD]
August 25, 1995
Mitchell Hutchins/Kidder Peabody Investment Trust II
1285 Avenue of the Americas
New York, New York 10019
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as special Massachusetts counsel to Mitchell
Hutchins/Kidder Peabody Investment Trust II, a Massachusetts business trust
(the "Trust"), in connection with the Trust's registration, pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended, of an indefinite
number of Shares of Beneficial Interest, par value $.001 per share, of its
series, Mitchell Hutchins/Kidder, Peabody Municipal Bond Fund and Mitchell
Hutchins/Kidder, Peabody Emerging Markets Equity Fund (referred to
collectively herein as the "Shares"), under the Securities Act of 1933, as
amended (the "1933 Act"). We understand that, pursuant to such Rule 24f-2,
the Trust proposes to file a notice (the "Notice") with the Securities and
Exchange Commission (the "Commission") with respect to the fiscal year ended
June 30, 1995, in order to make definite in number the registration of Shares
in the aggregate amount of $19,181,286. This opinion is being furnished with
a view to your filing the same with the Commission in conjunction with the
filing of the Notice.
In connection with this opinion, we have examined the following described
documents:
(a) a certificate of the Secretary of State of the Commonwealth of
Massachusetts as to the existence of the Trust;
(b) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Trust's Declaration of Trust and of all amendments
thereto on file in the office of the Secretary of State;
(c) a certificate executed by Ann Moran, the Assistant Treasurer of the
Trust, as to the issuance of the Shares in accordance with the Trust's
Declaration of Trust and By-Laws and as to the receipt by the Trust of the net
asset value of the Shares covered by the Notice; and
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Mitchell Hutchins/Kidder, Peabody
Investment Trust II
August 25, 1995
Page 2
(d) a certificate executed by Dianne E. O'Donnell, the Secretary of the
Trust, certifying as to, and attaching copies of, the Trust's Declaration of
Trust and By-Laws, and certain votes of the Trustees of the Trust authorizing
the issuance of the Shares covered by the Notice.
In such examination, we have assumed the genuineness of all signatures,
the conformity to the originals of all of the documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed
by us in original or copy form and the legal competence of each individual
executing any document.
This opinion is based entirely on our review of the documents listed
above. We have made no other review or investigation of any kind whatsoever,
and we have assumed, without independent inquiry, the accuracy of the
information set forth in such documents.
This opinion is limited solely to the internal substantive laws of the
Commonwealth of Massachusetts as applied by courts in such Commonwealth (other
than Massachusetts securities laws, with respect to which we express no
opinion).
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that is it our
opinion that the Shares in the aggregate amount of $19,181,286 covered by the
Notice were legally issued and (to the extent still outstanding) are fully
paid and nonassesable, except that, as set forth in the Trust's registration
statement as currently in effect filed with the Commission pursuant to the
1933 Act, shareholders of the Trust may under certain circumstances be held
personally liable for its obligations.
Very truly yours,
/s/ Bingham, Dana & Gould
BINGHAM, DANA & GOULD
45930154
