<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Advisor Series II
(Name of Registrant)
File No. 33-6516
</PAGE>
<PAGE>
U.S. 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.
1.
Name and address of issuer: Advisor Series II
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Advisor Government Investment Portfolio
3.
Investment Company Act File Number: 811-4707
Securities Act File Number: 33-6516
4.
Last day of fiscal year for which this notice is filed: October 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 Securites 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:
Number of Shares: 0
Aggregate Price: 0
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 20,966,595
Aggregate Price: 196,332,290
<PAGE>
10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 20,966,595
Aggregate Price: 196,332,290
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):
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): 196,332,290
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): None
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): 90,431,292
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): None
(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): 105,901,008
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/5000
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 21,180.20
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.
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).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
November 14, 1995
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 H. Costello
Assistant Treasurer
Date November 14, 1995
* Please print the name and title of the signing officer below the
signature.
</PAGE>
<PAGE>
U.S. 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.
1.
Name and address of issuer: Advisor Series II
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Advisor Growth Opportunities Portfolio
3.
Investment Company Act File Number: 811-4707
Securities Act File Number: 33-6516
4.
Last day of fiscal year for which this notice is filed: October 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 Securites 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:
Number of Shares: 0
Aggregate Price: 0
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 177,264,191
Aggregate Price: 4,935,572,868
<PAGE>
10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 177,264,191
Aggregate Price: 4,935,572,868
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):
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): 4,935,572,868
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): None
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): 937,161,367
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): None
(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): 3,998,411,501
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/5000
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 799,682.30
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.
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).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
November 14, 1995
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 H. Costello
Assistant Treasurer
Date November 14, 1995
* Please print the name and title of the signing officer below the
signature.
</PAGE>
<PAGE>
U.S. 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.
1.
Name and address of issuer: Advisor Series II
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Advisor High Yield Portfolio
3.
Investment Company Act File Number: 811-4707
Securities Act File Number: 33-6516
4.
Last day of fiscal year for which this notice is filed: October 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 Securites 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:
Number of Shares: 0
Aggregate Price: 0
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 90,625,646
Aggregate Price: 1,046,959,542
<PAGE>
10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 90,625,646
Aggregate Price: 1,046,959,542
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):
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): 1,,046,959,542
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): None
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): 443,942,834
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): None
(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): 603,016,711
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/5000
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 120,603.34
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.
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).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
November 14, 1995
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 H. Costello
Assistant Treasurer
Date November 14, 1995
* Please print the name and title of the signing officer below the
signature.
</PAGE>
<PAGE>
U.S. 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.
1.
Name and address of issuer: Advisor Series II
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Advisor Income & Growth Portfolio
3.
Investment Company Act File Number: 811-4707
Securities Act File Number: 33-6516
4.
Last day of fiscal year for which this notice is filed: October 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 Securites 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:
Number of Shares: 0
Aggregate Price: 0
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 73,294,046
Aggregate Price: 1,094,260,068
<PAGE>
10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 73,294,046
Aggregate Price: 1,094,260,068
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):
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): 1,094,260,068
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): None
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): 921,288,659
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): None
(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): 172,971,409
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/5000
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 34,594.28
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.
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).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
November 14, 1995
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 H. Costello
Assistant Treasurer
Date November 14, 1995
* Please print the name and title of the signing officer below the
signature.
</PAGE>
<PAGE>
U.S. 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.
1.
Name and address of issuer: Advisor Series II
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Advisor Short Fixed Income Portfolio
3.
Investment Company Act File Number: 811-4707
Securities Act File Number: 33-6516
4.
Last day of fiscal year for which this notice is filed: October 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 Securites 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:
Number of Shares: 0
Aggregate Price: 0
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 24,731,092
Aggregate Price: 232,447,869
<PAGE>
10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 24,731,092
Aggregate Price: 232,447,869
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):
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): 232,447,869
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): None
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): 459,101,091
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): None
(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): 0
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/5000
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 0
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.
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).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
November 14, 1995
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 H. Costello
Assistant Treasurer
Date November 14, 1995
* Please print the name and title of the signing officer below the
signature.
</PAGE>
November 14, 1995
Mr. John Costello
Assistant Treasurer
Fidelity Advisor Series II
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Advisor Series II (the "Trust") is a Massachusetts business
trust originally created as "Plymouth Investment Series" under the
written Declaration of Trust dated April 23, 1986 and executed and
delivered in Boston, Massachusetts on April 24, 1986. Pursuant to
a supplement dated July 25, 1986, the Trust changed its name to
"Plymouth Fund." Pursuant to a supplement dated January 8,
1992, the Trust again changed its name to "Fidelity Diversified
Trust." Pursuant to a supplement executed May 3, 1993 and filed
with the office of the Secretary of the Commonwealth on May 5,
1993, the Trust again changed its name to "Fidelity Advisor Series
II." An amended and restated Declaration of Trust, dated May 18,
1995, was filed with the office of the Secretary of the
Commonwealth of Massachusetts on June 8, 1995.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the Trust shall be divided into such transferable
shares of one or more separate and distinct series as the Trustees
shall from time to time create and establish. The number of shares
in unlimited an each share shall be without par value and shall be
fully paid and nonassessable. The Trustees hall have full power and
authority, in their sole discretion and, so far as provided in the
Declaration of Trust, without obtaining any prior authorization or
vote of the shareholders of the Trust to create and establish (and to
change in any manner) shares with such preferences, voting powers,
rights and privileges as the Trustees may from time to time
determine, to divide or combine the shares into greater or lesser
number, to classify or reclassify any issued shares into one or more
series of shares, to abolish any one or more series of shares, and to
take such other action with respect to the shares as the Trustees
may deem desirable.
Under Article III, Section 4, the Trustees are empowered to accept
investments in the Trust in cash or securities from such persons and
on such terms as they may from time to time authorize. Such
investments may be in the form of cash or securities in which the
appropriate series is authorized to invest, valued as provided in
Article X, Section 3. After the date of the initial contribution of
capital, the number of shares to represent the initial contribution
may in the Trustees discretion be considered as outstanding and
the amount received by the Trustees on account of the contribution
shall be treated as an asset of the Trust. Subsequent investments in
the Trust shall be credited to each shareholders account in the form
of full shares at the Net Asset Value per Share next determined
after the investment is received; provided, however, that the
Trustees may, in their sole discretion, (a) impose a sales charge
upon investments in the Trust, and (b) issue fractional shares.
By a vote adopted on April 24, 1986 the Board of Trustees
authorized the issue and sale of an unlimited number of shares of
beneficial interest in this Trust in accordance with the terms
included in the Registration Statement and subject to the limitations
of the Declaration of Trust and any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite number of shares under the Securities Act of 1933. I
further understand that, pursuant to the provisions of Rule 24f-2,
the Trust is about to file with the Securities and Exchange
Commission a notice making definite the registration of
386,881,570 shares of the Trust sold in reliance upon Rule 24f-2
during the fiscal year ended October 31, 1995 (the "Shares").
I am of the opinion that all necessary Trust action precedent to the
issue of the Shares has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and nonassessable,
except as described in the Statement of Additional Information
under the heading "Description of the Trust." In rendering this
opinion, I rely on the representation by the Trust that it or its agent
received consideration for the Shares in accordance with the
Declaration of Trust, and I express no opinion as to compliance
with the Securities Act of 1933, the Investment Company Act of
1940, or applicable state "Blue Sky" or securities laws in
connection with the sale of Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice that
you are about to file under the 1940 Act with said Commission.
Sincerely,
/s/ Arthur S. Loring
Arthur S. Loring, Esq.
Vice President - Legal
Mr. John Costello
Assistant Treasurer
November 14, 1995
Page 2
LG953180.025
