U.S. 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:
First Investors Series Fund II, Inc.
95 Wall Street
New York, NY 10005
2. Name of each series or class of funds for which this notice is filed:
Class A and Class B shares of the following series:
Growth & Income Fund
Made In The U.S.A. Fund
Utilities Income Fund
3. Investment Company Act File Number: 811-6618
Securities Act File Number: 33-46924
4. Last day of fiscal year for which this notice is filed:
October 31, 1996
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):
Not Applicable
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-
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
-0-
<PAGE>
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 12,569,001
Sale Price: $101,270,283
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 12,569,001
Sale Price: $101,270,283
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):
Not Applicable
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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):
$ 101,270,283
-------------------------
<S> <C>
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from item 11, if applicable):
+ -0-
-------------------------
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): $ 34,772,607
-------------------------
(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):
$ 66,497,676
-------------------------
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see Instruction C.6):
x 1/33 of 1%
-------------------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$ 20,150.81
=========================
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<PAGE>
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 or filing fees to the Commission's
lockbox depository:
December 19, 1996
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 /s/ C. Durso
--------------------------------------
C. Durso, Vice President and Secretary
Date: December 19, 1996
<PAGE>
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, DC 20036-1800
December 18, 1996
First Investors Series Fund II, Inc.
95 Wall Street, 23rd Floor
New York, New York 10005
Re: Rule 24f-2 Notice
---------------------
Ladies and Gentlemen:
First Investors Series Fund II, Inc. (the "Fund") is a corporation
organized under the laws of the State of Maryland. We understand that the Fund
is about to file a Notice pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended ("1940 Act"), for the purpose of making definite the
number of shares that it has registered under the Securities Act of 1933, as
amended ("1933 Act"), and which it sold during its fiscal year ended October 31,
1996.
We have, as counsel, participated in various business and other matters
relating to the Fund. We have examined copies, either certified or otherwise
proved to be genuine, of its Articles of Incorporation and By-Laws, as now in
effect, and certain certificates of officers of the Fund relating to its
organization and operation, and we generally are familiar with its business
affairs. Based on the foregoing, it is our opinion that the shares of common
stock sold by the Fund during the fiscal year ended October 31, 1996 ("Shares"),
the registration of which will be made definite by the filing of a Rule 24f-2
Notice, were legally issued, fully paid and nonassessable. We express no opinion
as to compliance with the 1933 Act, the 1940 Act, or applicable state securities
laws in connection with the sale of the Fund's Shares.
We hereby consent to this opinion accompanying the Rule 24f-2 Notice
that you are about to file with the Securities and Exchange Commission. We also
consent to the reference to our firm in the prospectus filed as part of the
Fund's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By /s/ Robert J. Zutz
------------------
Robert J. Zutz
