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
Shares of beneficial interest, no 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, 1997
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:
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-
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:
3,931,035
$40,299,430
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
3,931,035
$40,299,430
<PAGE>
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
-0-
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): $ 40,299,430
(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): -$ 26,735,284
(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
------------
(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): $ 13,564,146
(vi) Multiplier prescribed by
Section 6(b) of the Secu-
rities Act of 1933 or other
applicable law or regulation x 1/3300
------------
(vii) Fee due [line (i) or line
(v) multiplied by line (vi)] $ 4,110
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). [X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
7/29/97
<PAGE>
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/ John J. Pileggi
President
Date: July 29, 1997
<PAGE>
July 29, 1997
Keystone Small Company Growth Fund II
200 Berkeley Street
Boston, Massachusetts 02116-5034
Ladies and Gentlemen:
I am a Senior 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 3,931,035 additional shares of
the Fund, under the Fund's 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,
1997.
To my knowledge, a Prospectus is on file with the Securities and Exchange
Commission as part of Post-Effective Amendment No. 2 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 (the "Bylaws"), 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 of 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.
I hereby consent to the use of this opinion in connect 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 Counsel
