<PAGE> 1
FORM 24F-2
1. NAME AND ADDRESS OF ISSUER:
Galaxy Fund II
4400 Computer Drive
Westboro, 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, 1997
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:
None
8. NUMBER AND AMOUNT OF SECURITIES REGISTERED DURING THE FISCAL YEAR OTHER
THAN PURSUANT TO RULE 24f-2:
SHARES AMOUNT
------ ------
8,230,540 $119,507,441
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 8,814,388 $196,028,098
Small Company Index Fund 1,624,791 38,027,651
Utility Index Fund 241,502 2,858,430
U.S. Treasury Index Fund 1,594,728 16,091,716
Municipal Bond Fund 455,952 4,660,657
---------- ------------
TOTAL 12,731,361 $257,666,552
========== ============
</TABLE>
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>
4,500,821 $138,159,111
</TABLE>
11. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES ISSUED DURING THE FISCAL
YEAR IN CONNECTION WITH DIVIDEND REINVESTMENT PLANS, IF APPLICABLE:
<PAGE> 2
<TABLE>
<CAPTION>
AGGREGATE
FUND NAME SHARES DOLLAR AMOUNT
--------- ------ -------------
<S> <C> <C>
Large Company Index Fund 477,342 $10,568,314
Small Company Index Fund 990,057 22,583,158
Utility Index Fund 341,447 3,936,226
U.S. Treasury Index Fund 573,428 5,812,718
Municipal Bond Fund 80,682 822,158
--------- -----------
TOTAL 2,462,956 $43,722,574
========= ===========
</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): $ 138,159,111
-------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 43,722,574
-------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable):** - 170,967,516
-------------
(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): $ 10,914,169
-------------
(vi) Multiplier prescribed by section 6(b) of
the Securities Act of 1933 or other
applicable law or regulation (see
instruction c.6): "1/3300" x 1/33 of 1%
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 3,308
-------------
</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).
/x/
DATE OF MAILING OR WIRE TRANSFER OF FILING FEES TO THE COMMISSION'S
LOCKBOX DEPOSITORY: May 27, 1997.
<PAGE> 3
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/ Jylanne Dunne
----------------------------------
Jylanne Dunne
Vice President and Assistant Treasurer
DATE May 30, 1997
---------------------
* 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 3,031,843 $ 67,780,439
Small Company Index Fund 2,027,836 47,392,281
Utility Index Fund 1,278,619 15,208,160
U.S. Treasury Index Fund 3,218,983 32,657,054
Municipal Bond Fund 777,546 7,929,582
---------- ------------
TOTAL 10,334,827 $170,967,516
========== ============
</TABLE>
<PAGE> 4
LAW OFFICES
DRINKER BIDDLE & REATH LLP
PHILADELPHIA NATIONAL BANK BUILDING
1345 CHESTNUT STREET
PHILADELPHIA, PA 19107-3496
TELEPHONE: (215) 988-2700
FAX: (215) 988-2757
May 30, 1997
Galaxy Fund II
4400 Computer Drive
Westboro, MA 01581
Re: Form 24F-2 for Galaxy Fund II;
Registration No. 33-33617
------------------------------
Ladies and Gentlemen:
We have acted as counsel for Galaxy Fund II, a Massachusetts business
trust (the "Trust"), in connection with the registration under the Securities
Act of 1933, as amended, of units of beneficial interest (the "Shares") in its
Large Company Index Fund, Small Company Index Fund, Utility Index Fund, U.S.
Treasury Index Fund and Municipal Bond Fund, made definite in number by the Form
24F-2 which this opinion accompanies. The Trust is authorized to issue an
unlimited number of units of beneficial interest of each of its portfolios.
During the fiscal year ended March 31, 1997, all of the Shares were
classified among the portfolios identified above.
We have reviewed the Trust's Declaration of Trust, its By-Laws,
resolutions adopted by its Board of Trustees and holders of its Shares, and such
other legal and factual matters as we have deemed appropriate, and we have
relied on the accuracy of the information in the Form 24F-2 which this opinion
accompanies. Insofar as our opinion below relates to matters pertaining to
Massachusetts law, we have relied upon the opinion of Ropes & Gray, special
Massachusetts counsel to the Trust.
This opinion is based exclusively on the law of the Commonwealth of
Massachusetts and the federal law of the United States of America.
Based on the foregoing, we are of the opinion that the foregoing Shares
were, when issued against payment therefor as
<PAGE> 5
-2-
described in the Trust's prospectuses, legally issued, fully paid
and non-assessable by the Trust.
We note that under certain circumstances, the shareholders of a
Massachusetts business trust may be subject to assessment at the instance of
creditors to pay the obligations of such trust in the event that such trust's
assets are insufficient for that purpose. 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 note, bond, contract,
order or other undertaking issued by or on behalf of the Trust or the Trustees
relating to the Trust or any class of shares of beneficial interest of the
Trust. The Declaration of Trust provides for indemnification out of the assets
of the particular class of shares for all loss and expense of any shareholder of
that class held personally liable solely by reason of his 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 that class
of shares itself would be unable to meet its obligations.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as part of the Trust's Form 24F-2.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
-----------------------------------
DRINKER BIDDLE & REATH LLP
