U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
PaineWebber Investment Trust II
1285 Avenue of the Americas
New York, NY 10019
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2. Name of each series or class of funds for which this notice is filed:
PaineWebber Emerging Markets Equity Fund
--Class A, B, C and Y shares
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3. Investment Company Act File Number:
811-7104
Securities Act File Number:
33-50716
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4. Last day of fiscal year for which this notice is filed:
October 31, 1996
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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:
/-/
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6. Date of termination of issuer's declaration rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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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:
2,777,284 shares representing $29,713,932
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
3,181,092 shares representing $33,128,729
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9. Number and aggregate sale price of securities sold during the fiscal
year:
207,462 shares representing $1,991,074 (including shares issued in
connection with dividend reinvestment plans)
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
207,462 shares representing $1,991,074
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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):
None
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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): $ 1,991,074
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(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 0
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(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year
(if applicable): - 1,991,074
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(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
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(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
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(vi) Multiplier prescribed by
Section 6(b) of the
Securities Act of 1933 or
other applicable law or
regulation (see Instruction
C.6): x 1/33 of 1%
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(vii) Fee due (line (1) or
line (v) multiplied by
line (vi) $ 0
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
/-/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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SIGNATURES
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/ Ann E. Moran
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Ann E. Moran
-------------------------------------
Vice President & Asst Treasurer
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Date: December 20, 1996
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D. C. 20036
Telephone 202-778-9000
December 23, 1996
PaineWebber Investment Trust II
1285 Avenue of the Americas
New York, New York 10019
Dear Sir or Madam:
PaineWebber Investment Trust II ("Trust") is an unincorporated
voluntary association organized under the laws of the Commonwealth of
Massachusetts on August 10, 1992. The Trust currently consists of one series of
shares of beneficial interest: PaineWebber Emerging Markets Equity Fund. We
understand that the Trist is about to file a Rule 24F-2 Notice pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended, for the purpose of
making definite the number of shares which it has registered under the
Securities Act of 1933, as amended, and which were sold during the fiscal period
July 1, 1996 to October 31, 1996.
We have, as counsel, been advised of and participated in various
business and other matters relating to the Trust. We have examined copies,
either certified or otherwise proved to be genuine, of the Declaration of Trust
and By-Laws of the Trust, and other documents relating to its organization and
operations. Based on the foregoing, it is our opinion that the shares of the
Trust sold during the fiscal period ended October 31, 1996, the registration of
which will be made definite by the filing of the Rule 24F-2 Notice, were legally
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. The
Declaration of Trust states that persons with claims against the Trust shall
look solely to the Trust property or to the property of one or more series of
the Trust for satisfaction of claims. It also states that notice of such
disclaimer may be given in any obligation, contract, instrument, certificate, or
undertaking made or issued by the trustees of the Trust on behalf of the Trust.
The Declaration of Trust further provides: (i) that the Trust shall indemnify
and hold each shareholder harmless from and against all claims and liabilities
to which such shareholder may become subject by reason of his being or having
been a shareholder and (ii) that the Trust shall reimburse such shareholder out
of Trust property for all legal and other expenses reasonably incurred by the
shareholder in connection with any claim or liability. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust or series would be unable to meet
its obligations.
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PaineWebber Investment Trust II
December 23, 1996
Page 2
We hereby consent to this opinion accompanying the Rule 24F-2 Notice
which you are about to file with the Securities and Exchange Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
/s/ Elinor W. Gammon
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Elinor W. Gammon
