UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 OMB APPROVAL
OMB Number: 3235-0456
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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.
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1. Name and address of issuer:
CitiFunds Trust II
21 Milk Street 5th Fl
Boston, MA 02109
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2. The name of each series or class of securities for which this 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): [ ]
CitiFunds Small Cap Growth Portfolio (formerly
Landmark Small Cap Equity Fund)
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3. Investment Company Act File Number: 811-4007
Securities Act File Number: 2-90519
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4 (a). Last day of fiscal year for which this Form is filed: October 31,
1998
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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)
N/A
Note: If the Form is being filed late, interest must be paid on the
registration fee due.
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4(c). [ ] Check box if this is the last time the issuer will be filing
this Form.
N/A
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<PAGE>
5. Calculation of registration fee:
(i.) Aggregate sale price of securities
sold during the fiscal year pursuant
to section 24(f): $16,655,090.64
(ii.) Aggregate price of securities
redeemed or repurchased $8,041,832.44
during the fiscal year:
(iii.) 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 $2,189,306
payable to the Commission:
(iv.) Total available redemption credits
[add items 5(ii) and 5(iii)]: $10,231,138.44
(v.) Net Sales - if item 5(i)
is greater than Item 5(iv)
[subtract item 5(iv) from item 5(i)]: $6,423,952.20
(vi.) Redemption credits available for use in $0
future years
- If item 5(i) is less than item 5(iv)
[subtract Item 5(iv) from Item 5(i)]:
(vii.) Multiplier for determining registration
fee (See Instruction C.9): x .000278
(viii.) Registration fee due [multiply Item 5(v) by Item
5(vii)] (enter "0" if no fee is due): =$1,785.86
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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 October 11, 1997, then
report the amount of securities (number of shares or other units)
deducted here: 0. 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
by the issuer in future fiscal years, then state that number here: 0.
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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
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8. Total of the amount of the registration fee due plus any interest due
[line 5(viii) plus line 7]: =$1,785.86
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9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository
Method of Delivery:
X Wire Transfer on 1/11/99 CIK # 0000744389
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<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) John R. Elder
John R. Elder, Treasurer
Date January 14, 1999
Please print the name and title of the signing officer below the
signature.
