UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read Instructions at end of Form before
preparing Form.
Please print or type.
Name and address of issuer:
UAM Funds, Inc. II
211 Congress Street, 4th floor
Boston, Massachusetts, 02110
The name of each series or class of securities
for which the Form is filed (If the Form is
being filed for all series and classes of
securities of the issuer, check the box but do
not list series or classes ): [X]
Investment Company Act File Number:
333-44193
Securities Act File Number:
811-08605
4(a). Last day of fiscal year for which this
Form is filed:
December 31, 1999
4(b). [ ] Check box if this Form is being filed
late (i.e., more than 90 calendar days
after the end of the issuer's fiscal year).
(See Instruction A.2)
Note: If the Form is being filed late,
interest must be paid on the registration
fee due.
4(c). [ ] Check box if this is the last time
the issuer will be filing this Form.
5. Calculation of registration fee:
Aggregate price of securities sold during the
fiscal year:
$186,696,111
Aggregate price of securities redeemed or
repurchased during the fiscal year:
$65,115,534
Aggregate price of securities redeemed or
repurchased during any prior fiscal year ending
no earlier than October 11, 1995 that were not
previously used to reduce registration fees
payable to the commission:
$0
Total available redemption credits [add Items
5(ii) and 5(iii)]:
$65,115,534
Net sales -- if Item 5(i) is greater than Item
5(iv) [subtract Item 5(iv) from Item 5(i)]:
$121,580,577
Redemption credits available for use in future
years - if Item 5(i) is less than Item
5(iv)[subtract Item 5(iv) from Item 5(i)]
$0
Multiplier for determining registration fee
(See Instruction C.9):
0.000264
Registration fee due [multiply Item 5(v) by
Item 5(vii)] (enter "0" if no fee is due):
$32,097,27
6. Prepaid Shares
If the response to item 5(i) was determined by
deducting an amount of securities that were
Registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect before
[effective date of recision of rule 24e-2],
then report the amount of Securities (number of
shares or other units) deducted here: .
If there is a number of shares or other units
that were registered pursuant to rule 24e-2
remaining unsold at the end of the fiscal year
for which this form is filed that are
available for use in future fiscal years, then
state that number here: .
7. Interest due -- if this Form is being filed
more than 90 days after the end of the issuer's
fiscal year (see Instruction D):
$0
8. Total of the amount of the registration fee
due plus any interest due [line 5(viii) plus
line 7]:
$0
9. Date the registration fee and any interest
payment was sent to the Commission's lockbox
depository:
Method of delivery:
[X] Wire Transfer
[ ] Mail or other means
SIGNATURES
This report has been signed below by the
following persons on
behalf of the issuer and in the capacities and
on the date indicated.
By (Signature and Title)*
/s/ Robert R. Flaherty
Robert R. Flaherty
Assistant Treasurer
Date: March 28, 2000,
*Please print the name and title of the signing
officer below
the signature.
