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As filed with the Securities and Exchange Commission on September 20, 1996
1933 Act Registration No. 33-50716
1940 Act Registration No. 811-7104
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 12 [ X ]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No.
(Check appropriate box or boxes.)
PAINEWEBBER INVESTMENT TRUST II
(Exact name of registrant as specified in charter)
1285 Avenue of the Americas
New York, New York 10019
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 713-2000
DIANNE E. O'DONNELL, Esq.
Mitchell Hutchins Asset Management Inc.
1285 Avenue of the Americas
New York, New York 10019
(Name and address of agent for service)
Copies to:
ELINOR W. GAMMON, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.; Second Floor
Washington, D.C. 20036-1800
Telephone: (202) 778-9000
It is proposed that this filing will become effective:
[ X ] Immediately upon filing pursuant to Rule 485(b)
[ ] On _________________ pursuant to Rule 485(b)
[ ] 60 days after filing pursuant to Rule 485(a)(i)
[ ] On _________________ pursuant to Rule 485(a)(i)
[ ] 75 days after filing pursuant to Rule 485(a)(ii)
[ ] On _________________ pursuant to Rule 485(a)(ii)
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and filed the notice required by such Rule
for its most recent fiscal year on August 28, 1996.
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<TABLE>
<CAPTION>
PAINEWEBBER INVESTMENT TRUST II
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Securities Being Amount of Shares Offering Price Per Aggregate Offering Amount of
Registered Being Registered Unit Price Registration Fee
________________ ________________ ________________ _________________ _____________
<S> <C> <C> <C> <C>
Shares of
Beneficial
Interest, Par Value
$0.001 3,181,092 $ 9.48 $290,003* $100.00
The fee for the above shares to be registered by this filing has been computed on the basis of the price in effect on September
11, 1996.
_______________________
*Calculation of the proposed maximum aggregate price has been made pursuant to Rule 24e-2 under the Investment Company Act of
1940. During its fiscal year ended June 30, 1996, Registrant redeemed or repurchased an aggregate of 4,564,533 shares of
beneficial interest. During its current fiscal year, Registrant used 1,414,032 shares of this amount for a reduction
pursuant to paragraph (c) of Rule 24f-2 under the Investment Company Act of 1940. Registrant is filing this post-effective
amendment to use the remaining 3,150,501 shares of the total redemptions and repurchases during its fiscal year ended June 30,
1996 to reduce the fee that would otherwise be required for the shares registered hereby. During its current fiscal year,
Registrant has filed no other post-effective amendment for the purpose of the reduction pursuant to paragraph (a) of Rule
24e-2.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that it meets
all the requirements for effectiveness of this Post-Effective Amendment to
its Registration Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this Post-Effective Amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York, on the 18th day of September, 1996.
PAINEWEBBER INVESTMENT TRUST II
By: /s/ Dianne E. O'Donnell
---------------------------------
Dianne E. O'Donnell
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Margo N. Alexander President and Trustee Sept. 18, 1996
----------------------------- (Chief Executive Officer)
Margo N. Alexander *
/s/ E. Garrett Bewkes, Jr. Trustee and Chairman Sept. 18, 1996
----------------------------- of the Board of Trustees
E. Garrett Bewkes, Jr. *
/s/ Richard Q. Armstrong Trustee Sept. 18, 1996
-----------------------------
Richard Q. Armstrong *
/s/ Richard R. Burt Trustee Sept. 18, 1996
-----------------------------
Richard R. Burt *
/s/ Mary C. Farrell Trustee Sept. 18, 1996
-----------------------------
Mary C. Farrell *
/s/ Meyer Feldberg Trustee Sept. 18, 1996
-----------------------------
Meyer Feldberg *
/s/ George W. Gowen Trustee Sept. 18, 1996
-----------------------------
George W. Gowen *
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/s/ Frederic V. Malek Trustee Sept. 18, 1996
-----------------------------
Frederic V. Malek *
/s/ Carl W. Schafer Trustee Sept. 18, 1996
-----------------------------
Carl W. Schafer *
/s/ John R. Torell III Trustee Sept. 18, 1996
-----------------------------
John R. Torell III *
/s/ Julian F. Sluyters Vice President and Treasurer Sept. 18, 1996
----------------------------- (Chief Financial and Accounting
Julian F. Sluyters Officer)
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SIGNATURES (Continued)
* Signature affixed by Elinor W. Gammon pursuant to power of
attorney dated May 21, 1996 and incorporated by reference from
Post-Effective Amendment No. 30 to the registration statement of
PaineWebber Managed Municipal Trust, SEC File No. 2-89016, filed
June 27, 1996.
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Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
Telephone 202-778-9000
September 20, 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 pursuant to a Declaration of Trust dated August 10, 1992.
The Trust currently consists of one series of shares of beneficial
interest: PaineWebber Emerging Markets Equity Fund. We understand that
the Trust is about to file Post-Effective Amendment No. 12 to its
Registration Statement on Form N-1A under the Securities Act of 1933, as
amended ("1933 Act"), pursuant to Section 24(e)(1) of the Investment
Company Act of 1940, as amended ("1940 Act").
We have, as counsel to the Trust, been advised of and
participated in various business and other proceedings 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 currently being
registered pursuant to Section 24(e)(1) of the 1940 Act, as reflected in
Post-Effective Amendment No. 12, may be legally and validly issued from
time to time in accordance with the Trust's Declaration of Trust and By-
Laws and, subject to compliance with the 1933 Act, the 1940 Act and
various state laws regulating the offer and sale of securities, when so
issued, these shares of beneficial interest will be 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
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PaineWebber Investment Trust II
September 20, 1996
Page 2
being or having been a shareholder and (ii) that the Trust shall reimburse
such shareholder our of Trust property for all legal and other expenses
reasonably incurred by the shareholder in connection with any such 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 a series thereof would be unable to meet its obligations.
We hereby consent to the inclusion of this opinion as an exhibit
in Post-Effective Amendment No. 12, which you are about to file with the
Securities and Exchange Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By:/s/ Elinor W. Gammon
-------------------------
Elinor W. Gammon
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