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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
1. Name and address of issuer:
Galaxy Fund II
4400 Computer Drive
Westborough, MA 01581-5180
2. 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):
[ X ]
3. Investment Company Act File Number: 811-06051
Securities Act File Number: 33-33617
4. (a) Last day of fiscal year for which this notice is filed:
March 31, 1999
(b)[ ] Check box if this Form is being filed late (i.e., more than 90
days after the end of the issuer's fiscal year).
(c)[ ] Check box if this is the last time the issuer will be filing
this Form.
5. Calculation of registration fee:
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(i) Aggregate sale price of securities sold during the fiscal
year pursuant to section 24(f): $650,137,839
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(ii) Aggregate price of securities redeemed or repurchased
during the fiscal year: $499,381,123
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(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
payable to the Commission: $ n/a
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(iv) Total available redemption credits [add Items 5(ii) and 5(iii)]: - $499,381,123
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(v) Net sales - if Item 5(i) is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]: $150,756,716
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(vi) Redemption credits available for use in future years
- if Item 5(i) is less than Item 5(iv) [subtract Item
5(iv) from Item 5(i)]: $ 0
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(vii) Multiplier for determining registration fee: x .000278
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(viii) Registration fee due [multiply Item 5(v) by Item 5(vii)]: = $41,910.37
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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: N/A . If there is a number of shares or other units
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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: n/a.
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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: + $ n/a
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8. Total of the amount of the registration fee due plus
any interest due [line 5(viii) plus line 7]: = $41,910.37
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9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository: June 9, 1999.
Method of Delivery:
[x] Wire Transfer
[ ] Mail or other mean
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By /s/ William Greilich
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William Greilich
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Vice President
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Date June 9, 1999
