SecProbe.io

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<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
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                                                                June 30, 2005
VIA EDGAR

United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re:      Hillview Investment Trust II
                  File Nos. 333-34806
                            811-09901
                  Preliminary Proxy Statement
                  ---------------------------

Dear Sir or Madam:

         On behalf of Hillview  Investment  Trust II (the "Trust"),  transmitted
herewith for filing pursuant to Rule 14a-6(b) under the Securities  Exchange Act
of 1934, is the  Preliminary  Proxy  Statement to be used in connection with the
special  meeting of the  shareholders  of the Fund to be held on August 12, 2005
(the  "Meeting").  The  Preliminary  Proxy  Statement  consists  of a notice  of
meeting,  the proxy statement and form of proxy.  The Definitive Proxy Statement
will be mailed to the Fund's shareholders on or about July 10, 2005.

         The Meeting will be held to consider the following items of business:

          (1)  To approve a new management contract between the Trust, on behalf
               of the Hillview Alpha Fund and the Hillview  International  Alpha
               Fund, and the Manager. The new contract provides that the Manager
               will  continue to provide  investment  advisory  services to each
               Fund on the same terms and for the same compensation  under which
               it currently operates;

          (2)  To approve a new management contract between the Trust, on behalf
               of the REMS Real Estate  Value-Opportunity Fund, and the Manager.
               The new  contract  provides  that the  Manager  will  continue to
               provide  investment  management  services to the Fund on the same
               terms  and for the same  compensation  under  which it  currently
               operates; and

          (3)  To transact any other  business that may properly come before the
               Meeting,  or any  adjournment  thereof,  in the discretion of the
               proxies or their substitutes.

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         If you have any questions or comments  regarding the foregoing,  please
contact me at (202) 778-9209 or Arthur J. Brown at (202) 778-9046.

                                                          Sincerely,

                                                      /s/ Marticha L. Cary
                                                          ----------------
                                                          Marticha L. Cary

Enclosures

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