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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.
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1. Name and address of issuer: MFS Series Trust II
500 Boylston Street
Boston, MA 02116
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2. Name of each series or class of funds for which this notice is filed:
SERIES CLASS(ES) OF SHARES
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MFS Emerging Growth Fund Classes A, B, C & I
MFS Capital Growth Fund Classes A, B & I
MFS Intermediate Income Fund Classes A, B & I
MFS Gold & Natural Resources Fund Classes A & B
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3. Investment Company Act File Number: 811-4775
Securities Act File Number: 33-7637
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4. Last day of fiscal year for which this notice is filed: November 30, 1996
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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:
/ /
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
Not Applicable
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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
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
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9. Number and aggregate sale price of securities sold during the fiscal year:
247,913,090 shares were sold for an aggregate sale price of $6,643,331,285.
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
247,913,090 shares were sold for an aggregate sale price of $6,643,331,285.
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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):
As permitted by instruction B.7, DRIP shares are included in the securities
reported in Item 9.
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold $6,643,331,285
during the fiscal year in reliance on ______________
rule 24f-2 (from Item 10):
(ii) Aggregate price of shares issued in +(included in (i))
connection with dividend reinvestment ______________
plans (from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or -$4,518,014,607
repurchased during the fiscal year ______________
(if applicable):
(iv) Aggregate price of shares redeemed or + 0
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 $2,125,316,678
issued during the fiscal year in ______________
reliance of rule 24f-2 [line (i),
plus line (ii), less line (iii),
plus line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the X 1/33 of 1%
Securities Act of 1933 or other applicable law ______________
or regulation (see Instruction C.6):
(vii)Fee due [line (i) or line (v) multiplied by $644,035.36
line (vi)]: ==============
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.
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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 202.3(a)).
/ X /
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: January 28, 1997
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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/ JAMES R. BORDEWICK, JR., ASSISTANT SECRETARY
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James R. Bordewick, Jr., Assistant Secretary
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Date: January 28, 1997
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*Please print the name and title of the signing officer below the signature.
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January 27, 1997
MFS Series Trust II
500 Boylston Street
Boston, MA 02116
Re: Rule 24f-2 Notice
Gentlemen:
I am a Senior Vice President and Associate General Counsel of
Massachusetts Financial Services Company, which serves as investment adviser to
MFS Series Trust II (the "Trust"), and the Assistant Secretary of the Trust. I
am admitted to practice law in The Commonwealth of Massachusetts. The Trust was
created under a written Declaration of Trust dated July 22, 1986, and executed
and delivered in Boston, Massachusetts, as amended and restated February 3,
1995. The beneficial interest thereunder is represented by transferable shares
without par value. The Trustees have the powers set forth in the Declaration of
Trust, subject to the terms, provisions and conditions therein provided.
I am of the opinion that the legal requirements have been complied with
in the creation of the Trust, and that said Declaration of Trust is legal and
valid.
Under Article III, Section 3.4 and Article VI, Section 6.4 of the
Declaration of Trust, the Trustees are empowered, in their discretion, from time
to time to issue shares of the Trust for such amount and type of consideration,
at such time or times and on such terms as the Trustees may deem best. Under
Article VI, Section 6.1, it is provided that the number of shares of beneficial
interest authorized to be issued under the Declaration of Trust is unlimited.
By vote adopted on February 2, 1995, the Trustees of the Trust
determined to sell to the public the authorized but unissued shares of
beneficial interest of the Trust for cash at a price which will net the Trust
(before taxes) not less than the net asset value thereof, as defined in the
Trust's By-Laws, determined next after the sale is made or at some later time
after such sale.
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Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Trust has registered an indefinite number of shares of beneficial interest under
the Securities Act of 1933.
The Trust is about to file a notice pursuant to Rule 24f-2 making
definite the registration of 247,913,090 shares of beneficial interest of the
Trust (the "Shares") sold in reliance upon said Rule 24f-2 during the fiscal
year ending November 30, 1996.
I have examined a certificate of the Treasurer of the Trust to the
effect that the Trust received the cash consideration for each of the Shares in
accordance with the terms of the February 2, 1995 vote of the Trustees described
above.
I am of the opinion that all necessary Trust action precedent to the
issue of all the authorized but unissued shares of beneficial interest of the
Trust, including the Shares, has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and non-assessable, except as
described below. 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 the Shares.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given
in each agreement, obligation, or instrument entered into or executed by the
Trust or the Trustees. The Declaration of Trust provides for indemnification
out of the Trust property for all loss and expense of any shareholder held
personally liable for the obligations of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be unable to meet its
obligations.
I consent to your filing this opinion with the Securities and Exchange
Commission together with the Rule 24f-2 Notice referred to above.
Very truly yours,
JAMES R. BORDEWICK, JR.
James R. Bordewick, Jr.
JRB/bjn
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January 28, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for MFS Series Trust II
(File Nos.: 811-4775, 33-7637)
Ladies and Gentlemen:
Enclosed on behalf of the Trust for filing pursuant to Rule 24f-2(b)(1)
under the Investment Company Act of 1940 are the following:
1. One copy of the Trust's Rule 24f-2 Notice with respect to its
fiscal year ended November 30, 1996.
2. One copy of an opinion of counsel as required by Rule 24f-2(b)(1).
3. In accordance with subsection (c) of Rule 24f-2, the
registration fee of $644,035.36 has been remitted by wire transfer
to the U.S. Treasury designated lockbox depository at the Mellon Bank
in Pittsburgh, Pennsylvania (wire reference #970128000626).
Please contact me collect at 617-954-5827 should you have any questions
concerning this Notice.
Very truly yours,
MARK D. KAPLAN
Mark D. Kaplan
Regulatory Affairs Manager
Enclosures
