US SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and Address of Issuer:
Landmark Funds II
6 St. James Avenue, 9th Floor
Boston, Massachusetts 02116
2. Name of each series or class of funds for which this notice
is filed:
Landmark Small Cap Equity Fund
3. Investment Company Act File Number:
811-4007
Securities Act File Number:
2-90519
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
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:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see instruction A.6):
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:
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
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9. Number and aggregate sale price of securities sold during the fiscal
year:
362,452.573 shares $4,202,810.74
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
362,452.573 shares $4,202,810.74
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
3,754.463 shares $51,173.33
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):
$ 4,202,810.74
(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans
(from Item 11, if applicable): + $ 51,173.33
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - $ 86,013.94
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable) + _______________
(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): $ 4,167,970.13
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Intruction C.6): X 0.00034483
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 1,437.24
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Instruction: Issuers should complete lines (ii), (iii), (iv) and (v) only
if the form is being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
<PAGE>
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:
February 27, 1996
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)*: John R. Elder
John R. Elder, Treasurer
Date: February 28, 1996
*Please print the name and title of the signing officer below the signature.
BINGHAM, DANA & GOULD
150 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110-1726
TEL: 617.951.8000
FAX: 617.951.8736
February 28, 1996
Landmark Funds II
6 St. James Avenue
Boston, MA 02116
Re: Rule 24f-2 Notice
Dear Sir or Madam:
We have acted as counsel to Landmark Funds II, a Massachusetts business
trust (the "Trust"), in connection with the Trust's registration, pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended, of an
indefinite number of Shares of Beneficial Interest (no par value) of its series
known as Landmark Small Cap Equity Fund (the "Shares") under the Securities Act
of 1933, as amended (the "1933 Act"). We understand that, pursuant to such Rule
24f-2, the Trust proposes to file a notice (the "Notice") with the Securities
and Exchange Commission (the "Commission") on February 28, 1996, with respect to
the fiscal year of Landmark Small Cap Equity Fund ended December 31, 1995, in
order to make definite in number the registration of 362,452.573 Shares. This
opinion is being furnished with a view to your filing the same with the
Commission in conjunction with the filing of the Notice.
In connection with this opinion, we have examined the following described
documents:
(a) a certificate of the Secretary of State of the Commonwealth of
Massachusetts as to the existence of the Trust;
(b) copies, certified by the Secretary of State of the Commonwealth of
Massachusetts, of the Trust's Declaration of Trust and of all amendments thereto
on file in the office of the Secretary of State of the Commonwealth of
Massachusetts;
(c) a certificate executed by John R. Elder, the Treasurer of the Trust, as
to the issuance of the Shares in accordance with the Trust's Declaration of
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Trust and By-Laws and as to the receipt by the Trust of the net asset value of
the Shares covered by the Notice; and
(d) a certificate executed by Molly S. Mugler, the Assistant Secretary of
the Trust, certifying as to, and attaching copies of, the Trust's Declaration of
Trust and all amendments thereto, the Trust's By-Laws and all amendments thereto
and certain votes of the Trustees of the Trust authorizing the issuance of the
Shares covered by the Notice.
In such examination, we have assumed the genuineness of all signatures, the
conformity to the originals of all of the documents reviewed by us as copies,
the authenticity and completeness of all original documents reviewed by us in
original or copy form and the legal competence of each individual executing any
document.
This opinion is based entirely on our review of the documents listed above.
We have made no other review or investigation of any kind whatsoever, and we
have assumed, without independent inquiry, the accuracy of the information set
forth in such documents.
This opinion is limited solely to the internal substantive laws of the
Commonwealth of Massachusetts as applied by courts in such Commonwealth (other
than Massachusetts securities laws, with respect to which we express no
opinion), to the extent such laws may apply to or govern the matters covered by
this opinion.
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon and subject to the foregoing, please be advised that it is our
opinion that the 362,452.573 Shares covered by the Notice were legally issued
and (to the extent still outstanding) are fully paid and nonassessable, except
that shareholders of the Trust may under certain circumstances be held
personally liable for its obligations.
Very truly yours,
BINGHAM, DANA & GOULD
