U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer: Keystone Small Company Growth Fund II
200 Berkeley Street
Boston, MA 02116
2. Name of each series or class of funds for which this notice is filed:
Keystone Small Company Growth Fund II -- Class A
Shares of beneficial interest, without par value
Keystone Small Company Growth Fund II -- Class B
Shares of beneficial interest, without par value
Keystone Small Company Growth Fund II -- Class C
Shares of beneficial interest, without par value
3. Investment Company Act File Number: 811-7457
Securities Act File Number: 33-65169
4. Last day of fiscal year for which this notice is filed:
May 31, 1996
5. Check box if this notice is being filed for 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:
Not applicable
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable:
Not applicable
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:
-0-
12559
<PAGE>
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
-0-
9. Number and aggregate sale price of securities sold during the fiscal
year:
2,719,416
$29,203,373
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
2,719,416
$29,203,373
11: Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
None
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): $29,203,373
------------
(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable + $ 0
(iii) Aggregate price of shares
redeemed or repurchased
during the fiscal year
(if applicable): - $ 1,255,252
------------
(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
<PAGE>
(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): $27,948,121
(vi) Multiplier prescribed by
Section 6(b) of the Securities
Act of 1933 or other applicable
law or regulation x 1/2900
(vii) Fee due [line (i) or line
(v) multiplied by line (vi)] $ 9,637.29
-----------
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).
Not applicable
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
Not applicable
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/ Martin J. Wolin
Martin J. Wolin
Assistant Secretary
DATE: July 26, 1996
<PAGE>
July 26, 1996
Keystone Small Company Growth Fund II
200 Berkeley Street
Boston, Massachusetts 02116-5034
Re: Notice Pursuant to Rule 24f-2 under the Investment Company Act of 1940
(the "1940 Act")
Ladies and Gentlemen:
I am a Senior Vice President of and General Counsel to Keystone
Investment Management Company, investment adviser to Keystone Small Company
Growth Fund II (the "Fund"). You have asked for my opinion with respect to the
issuance of 2,719,416 additional shares of the Fund under the Fund's Declaration
of Trust, as amended (the "Declaration of Trust"), and pursuant to the Fund's
indefinite registration of such shares under Rule 24f-2 under the 1940 Act. The
Fund is filing its Form 24f-2 to which this opinion is appended to make the
issuance of such shares definite in number for its fiscal year ended May 31,
1996.
To my knowledge, a Prospectus is on file with the Securities and
Exchange Commission as part of Pre-Effective Amendment No. 1 to the Fund's
Registration Statement under the Securities Act of 1933, as amended, covering
the public offering and sale of the Fund's shares for the period during which
such shares were issued.
In my opinion, such shares, if issued and sold in accordance with the
Fund's Declaration of Trust, By-Laws, and offering Prospectus, were legally
issued, fully paid, and nonassessable by the Fund, entitling the holders thereof
to the rights set forth in the Declaration Trust and By-Laws and subject to the
limitations stated therein.
My opinion is based upon my examination of the Declaration of Trust; a
review of the minutes of the Fund's Board of Trustees, signed by the Secretary
of the Fund, authorizing the registration of shares pursuant to Rule 24f-2 under
the 1940 Act and the issuance of such additional shares; and the Fund's
Prospectus. In my examination of such documents, I have assumed the genuineness
of all signatures and the conformity of copies to originals.
<PAGE>
I hereby consent to the use of this opinion in connection with the
Fund's Form 24f-2 making definite the number of such additional shares issued.
Sincerely yours,
/s/ Rosemary D. Van Antwerp
Rosemary D. Van Antwerp
Senior Vice President
and General Counsel
