<PAGE> 1
FORM 24F-2
1. NAME AND ADDRESS OF ISSUER:
Galaxy Fund II
4400 Computer Drive
Westborough, MA 01581
2. NAME OF EACH SERIES OR CLASS OF FUNDS FOR WHICH
THIS NOTICE IS FILED:
Large Company Index Fund - shares of beneficial interest
Small Company Index Fund - shares of beneficial interest
Utility Index Fund - shares of beneficial interest
U.S. Treasury Index Fund - shares of beneficial interest
Municipal Bond Fund - shares of beneficial interest
3. INVESTMENT COMPANY ACT FILE NUMBER: 811-06051
SECURITIES ACT FILE NUMBER: 33-33617
4. LAST DAY OF FISCAL YEAR FOR WHICH THIS NOTICE IS FILED:
March 31, 1996
7. NUMBER AND AMOUNT OF SECURITIES OF THE SAME CLASS
OR SERIES WHICH HAD BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OTHERTHAN PURSUANT TO RULE 24F-2 IN A PRIOR FISCAL YEAR, BUT WHICH
REMAINED UNSOLD AT THE BEGINNING OF THE FISCAL YEAR:
None
8. NUMBER AND AMOUNT OF SECURITIES REGISTERED DURING
THE FISCAL YEAR OTHER THAN PURSUANT TO RULE 24F-2:
<TABLE>
<CAPTION>
SHARES AMOUNT
- ----------- --------------
<S> <C>
9,704,408 $133,338,566
</TABLE>
9. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD
DURING THE FISCAL YEAR:
<TABLE>
<CAPTION>
AGGREGATE
FUND NAME SHARES DOLLAR AMOUNT
- ----------- -------------- ---------------
<S> <C> <C>
Large Company Index Fund 4,288,969 $78,100,033
Small Company Index Fund 1,958,689 40,205,781
Utility Index Fund 596,420 6,908,802
U.S.Treasury Index Fund 3,712,495 38,639,829
Municipal Bond Fund 218,792 2,239,987
-------------- ---------------
TOTAL 10,775,365 $166,094,432
-------------- ---------------
</TABLE>
<PAGE> 2
10. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD
DURING THE FISCAL YEAR IN RELIANCE UPON REGISTRATION
PURSUANT TO RULE 24F-2:
<TABLE>
<CAPTION>
AGGREGATE
SHARES DOLLAR AMOUNT
- ----------- --------------
<S> <C>
1,070,957 $32,755,866
</TABLE>
11. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES ISSUED DURING THE FISCAL YEAR
IN CONNECTION WITH DIVIDEND REINVESTMENT PLANS, IF APPLICABLE:
<TABLE>
<CAPTION>
AGGREGATE
FUND NAME SHARES DOLLAR AMOUNT
- ----------- -------------- ---------------
<S> <C> <C>
Large Company Index Fund 341,875 $6,344,797
Small Company Index Fund 418,056 8,699,735
Utility Index Fund 171,694 1,935,740
U.S.Treasury Index Fund 596,650 6,197,486
Municipal Bond Fund 93,310 953,563
-------------- ---------------
TOTAL 1,621,585 $24,131,321
-------------- ---------------
</TABLE>
12. CALCULATION OF REGISTRATION FEE:
<TABLE>
<S> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2. (from item 10): $ 32,755,866
(ii) Aggregate price of shares issued in connection with -------------
dividend reinvestment plans (from item 11, if applicable): + 24,131,321
(iii) Aggregate price of shares redeemed or repurchased during -------------
the fiscal year (if applicable):** - 138,468,181
(iv) Aggregate price of shares redeemed or repurchased and -------------
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + 0
(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): $ (81,580,994)
(vi) Multiplier prescribed by section 6(b) of the Securities Act -------------
of 1933 or other applicable law or regulation (see
instruction c.6): "1/2900" x 0.0003448
-------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 0.00
-------------
</TABLE>
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).
[ ]
<PAGE> 3
DATE OF MAILING OR WIRE TRANSFER OF FILING FEES TO THE COMMISSION'S LOCKBOX
DEPOSITORY:
SIGNATURES
THIS REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE ISSUER
AND IN THE CAPACITIES AND ON THE DATES INDICATED.
BY (SIGNATURE AND TITLE) * /s/ NEIL FORREST
------------------------------------
Neil Forrest
Vice President & Assistant Treasurer
------------------------------------
DATE May 29, 1996
-------------------
* Please print the name and title of the signing officer below the signature.
** NUMBER OF SHARES AND PRICE REDEEMED:
<TABLE>
<CAPTION>
AGGREGATE
FUND NAME SHARES DOLLAR AMOUNT
-------------- ---------------
<S> <C> <C>
Large Company Index Fund 1,995,829 $36,346,082
Small Company Index Fund 2,647,174 53,049,330
Utility Index Fund 1,430,584 15,902,866
U.S.Treasury Index Fund 2,628,230 27,260,500
Municipal Bond Fund 579,680 5,909,403
-------------- ---------------
TOTAL 9,281,497 $138,468,181
-------------- ---------------
</TABLE>
<PAGE> 4
May 29, 1996
Galaxy Fund II
4400 Computer Drive
Westborough, MA 01581
RE: RULE 24f-2 NOTICE - GALAXY FUND II
REGISTRATION NOS. 33-33617/811-06051
Ladies and Gentlemen:
We have acted as counsel for Galaxy Fund II, a Massachusetts business
trust (the "Trust"), in connection with the registration of a total of
1,070,957 shares (the "Shares") of the Trust's portfolios (the Large Company
Index Fund, the Small Company Index Fund, the U.S. Treasury Index Fund, the
Utility Index Fund and the Municipal Bond Fund) under the Securities Act of
1933, as amended. During the Trust's fiscal year ended March 31, 1996, all of
the Shares were registered pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended, and all of the Shares were classified among the
portfolios identified above. The Trust is authorized to issue an unlimited
number of units of beneficial interest of each fund, with a par value of $.001.
We have reviewed the Trust's Declaration of Trust, its By-Laws, resolutions
adopted by its Board of Trustees and shareholders, and such other legal and
factual matters as we have considered necessary. We have relied on an opinion
of Ropes & Gray, special Massachusetts counsel to the Trust, insofar as our
opinion below relates to matters arising under the laws of the Commonwealth of
Massachusetts.
This opinion is based exclusively on the law of the Commonwealth of
Massachusetts and the federal law of the United States of America.
On the basis of and subject to the foregoing, we are of the opinion
that the Shares were, when issued for payment as described in the Trust's
prospectuses for such respective funds, legally issued, fully paid, and
non-assessable by the Trust.
Under Massachusetts law, shareholders of a Massachusetts business trust
could, under certain circumstances, be held personally liable for the
obligations of the trust. However, the
<PAGE> 5
Galaxy Fund II
May 29, 1996
Page 2
Declaration of Trust disclaims shareholder liability in connection with Trust
property or the acts, obligations or affairs of the Trust. The Declaration of
Trust also states that neither the Trust nor its trustees, nor any officer,
employee or agent of the Trust, shall have any power to bind any shareholder of
the Trust personally or, except as specifically provided in the Declaration of
Trust, to call upon any such shareholder for the payment of any sum of money or
assessment whatsoever other than such as the shareholder may at any time
personally agree to pay by way of subscription for shares of the Trust or
otherwise. The Declaration of Trust further provides that every note, bond,
contract or other undertaking issued by or on behalf of the Trust or its
trustees shall include a recitation limiting the obligation represented thereby
to the Trust and its assets (but that the omission of such a recitation shall
not operate to bind any shareholder of the Trust). The Declaration of Trust
provides for indemnification out of the assets of the Trust belonging to the
series of shares owned by such shareholder for all loss and expense of any
shareholder held personally liable solely by reason of his or her being or
having been a shareholder. Thus, the risk of a shareholder's incurring financial
loss on account of shareholder liability is limited to circumstances in which
the relevant series of shares itself would be unable to meet its obligations,
except that a shareholder may be liable for amounts that the shareholder has
personally agreed to pay by way of subscription for shares of the Trust or
otherwise.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as part of the Trust's Rule 24f-2 Notice.
Very truly yours,
/s/ Drinker Biddle & Reath
DRINKER BIDDLE & REATH
