497

Pyxis Capital, L.P.

200 Crescent Court, Suite 700

Dallas, TX 75201

(972) 628-4100 (Phone)

(972) 628-4147 (Facsimile)

www.pyxisais.com

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Pyxis Funds II
(1933 Act Registration No. 33-51308)

Ladies and Gentlemen:

On behalf of Pyxis Funds II (the “Trust”), and pursuant to Rule 497 under the Securities Act of 1933, as amended (the “Securities Act”), the purpose of this filing is to submit an exhibit containing interactive data format risk/return summary information using the eXtensible Business Reporting Language (XBRL). The interactive data file included as an exhibit to this filing relates to the Prospectus Supplement (accession number 0001193125-12-441270), dated October 30, 2012, for the Pyxis Dividend Equity Fund.

Questions and comments concerning this filing may be directed to the undersigned at (972) 628-4100.

Very truly yours,

/s/ Ethan K. Powell

Ethan K. Powell

cc: Brian Mitts

XML

PYXIS FUNDS II

Supplement dated October 30, 2012 to

Pyxis Funds II Prospectus dated February 1, 2012, as supplemented from time to time

This Supplement provides new and additional information beyond that contained in the Prospectus

and should be read in conjunction with the Prospectus.

Pyxis Dividend Equity Fund

Fees and Expenses of the Fund

Effective immediately, the table on page 30 under "Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)" is amended and restated as follows:

	Class A			Class C			Class R			Class Y
Annual Fund Operating Expenses (expenses that you pay each year as % of the value of your investment)
Management Fees		1.20	%		1.20	%		1.20	%		1.20	%
Distribution and Service (12b-1) Fees		0.35	%		1.00	%		0.50	%		None
Other Expenses(2)		0.84	%		0.84	%		0.84	%		0.84	%
Total Annual Fund Operating Expenses		2.39	%		3.04	%		2.54	%		2.04	%
Expense Reimbursement(3)		-1.04	%		-1.04	%		-1.04	%		-1.04	%
Total Annual Fund Operating Expenses After Expense Reimbursement		1.35	%		2.00	%		1.50	%		1.00	%

(2)

"Other Expenses" are based on estimated amounts for the current fiscal year.

(3)

Pyxis Capital, L.P. (the "Adviser") has contractually agreed to limit the total annual operating expenses (exclusive of fees paid by the Fund pursuant to its distribution plan under Rule 12b-1 under the Investment Company Act of 1940, as amended, taxes, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of the Fund to 1.00% of average daily net assets of the Fund. The Expense Cap will continue through at least February 1, 2014, and may not be terminated prior to this date without the action or consent of the Fund's Board of Trustees. The Trust, on behalf of the Fund, has contractually agreed to pay the Adviser all amounts previously paid, waived or reimbursed by the Adviser with respect to the Fund pursuant to the Expense Cap, provided that the amount of such additional payment in any year, together with all other expenses of the Fund, in the aggregate, would not cause the Fund's total annual operating expenses in any such year to exceed the amount of the Expense Cap, and provided further that no additional payments by the Trust will be made with respect to amounts paid, waived or reimbursed by the Adviser more than 36 months after the date the Fund accrues a liability with respect to such amounts paid, waived or reimbursed by the Adviser.

XML

Label

Element

Value

Risk/Return:

rr_RiskReturnAbstract

Registrant Name

dei_EntityRegistrantName

PYXIS FUNDS II

Prospectus Date

rr_ProspectusDate

Feb. 01, 2012

Supplement [Text Block]

pf1_SupplementTextBlock

PYXIS FUNDS II

Supplement dated October 30, 2012 to

Pyxis Funds II Prospectus dated February 1, 2012, as supplemented from time to time

This Supplement provides new and additional information beyond that contained in the Prospectus

and should be read in conjunction with the Prospectus.

Pyxis Dividend Equity Fund

Fees and Expenses of the Fund

Effective immediately, the table on page 30 under "Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)" is amended and restated as follows:

	Class A			Class C			Class R			Class Y
Annual Fund Operating Expenses (expenses that you pay each year as % of the value of your investment)
Management Fees		1.20	%		1.20	%		1.20	%		1.20	%
Distribution and Service (12b-1) Fees		0.35	%		1.00	%		0.50	%		None
Other Expenses(2)		0.84	%		0.84	%		0.84	%		0.84	%
Total Annual Fund Operating Expenses		2.39	%		3.04	%		2.54	%		2.04	%
Expense Reimbursement(3)		-1.04	%		-1.04	%		-1.04	%		-1.04	%
Total Annual Fund Operating Expenses After Expense Reimbursement		1.35	%		2.00	%		1.50	%		1.00	%

(2)

"Other Expenses" are based on estimated amounts for the current fiscal year.

(3)

Pyxis Capital, L.P. (the "Adviser") has contractually agreed to limit the total annual operating expenses (exclusive of fees paid by the Fund pursuant to its distribution plan under Rule 12b-1 under the Investment Company Act of 1940, as amended, taxes, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of the Fund to 1.00% of average daily net assets of the Fund. The Expense Cap will continue through at least February 1, 2014, and may not be terminated prior to this date without the action or consent of the Fund's Board of Trustees. The Trust, on behalf of the Fund, has contractually agreed to pay the Adviser all amounts previously paid, waived or reimbursed by the Adviser with respect to the Fund pursuant to the Expense Cap, provided that the amount of such additional payment in any year, together with all other expenses of the Fund, in the aggregate, would not cause the Fund's total annual operating expenses in any such year to exceed the amount of the Expense Cap, and provided further that no additional payments by the Trust will be made with respect to amounts paid, waived or reimbursed by the Adviser more than 36 months after the date the Fund accrues a liability with respect to such amounts paid, waived or reimbursed by the Adviser.

Pyxis Dividend Equity Fund

Risk/Return:

rr_RiskReturnAbstract

Supplement [Text Block]

pf1_SupplementTextBlock

PYXIS FUNDS II

Supplement dated October 30, 2012 to

Pyxis Funds II Prospectus dated February 1, 2012, as supplemented from time to time

This Supplement provides new and additional information beyond that contained in the Prospectus

and should be read in conjunction with the Prospectus.

Pyxis Dividend Equity Fund

Fees and Expenses of the Fund

Effective immediately, the table on page 30 under "Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)" is amended and restated as follows:

	Class A			Class C			Class R			Class Y
Annual Fund Operating Expenses (expenses that you pay each year as % of the value of your investment)
Management Fees		1.20	%		1.20	%		1.20	%		1.20	%
Distribution and Service (12b-1) Fees		0.35	%		1.00	%		0.50	%		None
Other Expenses(2)		0.84	%		0.84	%		0.84	%		0.84	%
Total Annual Fund Operating Expenses		2.39	%		3.04	%		2.54	%		2.04	%
Expense Reimbursement(3)		-1.04	%		-1.04	%		-1.04	%		-1.04	%
Total Annual Fund Operating Expenses After Expense Reimbursement		1.35	%		2.00	%		1.50	%		1.00	%

(2)

"Other Expenses" are based on estimated amounts for the current fiscal year.

(3)

Pyxis Capital, L.P. (the "Adviser") has contractually agreed to limit the total annual operating expenses (exclusive of fees paid by the Fund pursuant to its distribution plan under Rule 12b-1 under the Investment Company Act of 1940, as amended, taxes, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of the Fund to 1.00% of average daily net assets of the Fund. The Expense Cap will continue through at least February 1, 2014, and may not be terminated prior to this date without the action or consent of the Fund's Board of Trustees. The Trust, on behalf of the Fund, has contractually agreed to pay the Adviser all amounts previously paid, waived or reimbursed by the Adviser with respect to the Fund pursuant to the Expense Cap, provided that the amount of such additional payment in any year, together with all other expenses of the Fund, in the aggregate, would not cause the Fund's total annual operating expenses in any such year to exceed the amount of the Expense Cap, and provided further that no additional payments by the Trust will be made with respect to amounts paid, waived or reimbursed by the Adviser more than 36 months after the date the Fund accrues a liability with respect to such amounts paid, waived or reimbursed by the Adviser.

Expense [Heading]

rr_ExpenseHeading

Fees and Expenses of the Fund

Operating Expenses Caption [Text]

rr_OperatingExpensesCaption

Annual Fund Operating Expenses (expenses that you pay each year as % of the value of your investment)

Fee Waiver or Reimbursement over Assets, Date of Termination

rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination

February 1, 2014

Other Expenses, New Fund, Based on Estimates [Text]

rr_OtherExpensesNewFundBasedOnEstimates

“Other Expenses” are based on estimated amounts for the current fiscal year.

Pyxis Dividend Equity Fund | Class A

Risk/Return:

rr_RiskReturnAbstract

Management Fees

rr_ManagementFeesOverAssets

1.20%

Distribution and Service (12b-1) Fees

rr_DistributionAndService12b1FeesOverAssets

0.35%

Other Expenses

rr_OtherExpensesOverAssets

0.84%

^[1]

Total Annual Fund Operating Expenses

rr_ExpensesOverAssets

2.39%

Expense Reimbursement

rr_FeeWaiverOrReimbursementOverAssets

(1.04%)

^[2]

Total Annual Fund Operating Expenses After Expense Reimbursement

rr_NetExpensesOverAssets

1.35%

Pyxis Dividend Equity Fund | Class C

Risk/Return:

rr_RiskReturnAbstract

Management Fees

rr_ManagementFeesOverAssets

1.20%

Distribution and Service (12b-1) Fees

rr_DistributionAndService12b1FeesOverAssets

1.00%

Other Expenses

rr_OtherExpensesOverAssets

0.84%

^[1]

Total Annual Fund Operating Expenses

rr_ExpensesOverAssets

3.04%

Expense Reimbursement

rr_FeeWaiverOrReimbursementOverAssets

(1.04%)

^[2]

Total Annual Fund Operating Expenses After Expense Reimbursement

rr_NetExpensesOverAssets

2.00%

Pyxis Dividend Equity Fund | Class R

Risk/Return:

rr_RiskReturnAbstract

Management Fees

rr_ManagementFeesOverAssets

1.20%

Distribution and Service (12b-1) Fees

rr_DistributionAndService12b1FeesOverAssets

0.50%

Other Expenses

rr_OtherExpensesOverAssets

0.84%

^[1]

Total Annual Fund Operating Expenses

rr_ExpensesOverAssets

2.54%

Expense Reimbursement

rr_FeeWaiverOrReimbursementOverAssets

(1.04%)

^[2]

Total Annual Fund Operating Expenses After Expense Reimbursement

rr_NetExpensesOverAssets

1.50%

Pyxis Dividend Equity Fund | Class Y

Risk/Return:

rr_RiskReturnAbstract

Management Fees

rr_ManagementFeesOverAssets

1.20%

Distribution and Service (12b-1) Fees

rr_DistributionAndService12b1FeesOverAssets

none

Other Expenses

rr_OtherExpensesOverAssets

0.84%

^[1]

Total Annual Fund Operating Expenses

rr_ExpensesOverAssets

2.04%

Expense Reimbursement

rr_FeeWaiverOrReimbursementOverAssets

(1.04%)

^[2]

Total Annual Fund Operating Expenses After Expense Reimbursement

rr_NetExpensesOverAssets

1.00%

[1] "Other Expenses" are based on estimated amounts for the current fiscal year.

[2] Pyxis Capital, L.P. (the "Adviser") has contractually agreed to limit the total annual operating expenses (exclusive of fees paid by the Fund pursuant to its distribution plan under Rule 12b-1 under the Investment Company Act of 1940, as amended, taxes, brokerage commissions and other transaction costs, acquired fund fees and expenses and extraordinary expenses) of the Fund to 1.00% of average daily net assets of the Fund. The Expense Cap will continue through at least February 1, 2014, and may not be terminated prior to this date without the action or consent of the Fund's Board of Trustees. The Trust, on behalf of the Fund, has contractually agreed to pay the Adviser all amounts previously paid, waived or reimbursed by the Adviser with respect to the Fund pursuant to the Expense Cap, provided that the amount of such additional payment in any year, together with all other expenses of the Fund, in the aggregate, would not cause the Fund's total annual operating expenses in any such year to exceed the amount of the Expense Cap, and provided further that no additional payments by the Trust will be made with respect to amounts paid, waived or reimbursed by the Adviser more than 36 months after the date the Fund accrues a liability with respect to such amounts paid, waived or reimbursed by the Adviser.

XML

Document and Entity Information	12 Months Ended
	Feb. 01, 2012
Risk/Return:
Document Type	Other
Document Period End Date	Sep. 30, 2011
Registrant Name	PYXIS FUNDS II
Central Index Key	0000891079
Amendment Flag	false
Document Creation Date	Oct. 30, 2012
Document Effective Date	Oct. 30, 2012
Prospectus Date	Feb. 01, 2012

XML

Label	Element	Value
Risk/Return:	rr_RiskReturnAbstract
Registrant Name	dei_EntityRegistrantName	PYXIS FUNDS II
Prospectus Date	rr_ProspectusDate	Feb. 01, 2012
Document Creation Date	dei_DocumentCreationDate	Oct. 30, 2012