The Benham Group
1665 Charleston Road
Mountain View, California 94043
Telephone (415)965-8300
May 16, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Re: Rule 24f-2 Notice for
Capital Preservation Fund II, Inc.
1933 Act File No. 2-67189
1940 Act File No. 811-3036
Ladies and Gentlemen:
Pursuant to Section 24(f) of the Investment Company Act of 1940 and Rule 24f-2
promulgated thereunder, the accompanying documents are filed via electronic
transmission on behalf of the above-referenced issuer.
Because the Registrant experienced net redemptions, as indicated on the attached
form, no filing fee was necessary.
Any concerns regarding the filing should be directed to the undersigned at
(415) 967-9806.
Sincerely,
/s/Lisa S. Brown
Lisa S. Brown
Federal Securities Administrator
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Capital Preservation Fund II, Inc.
1665 Charleston Road
Mountain View, CA 94043
2. Name of each series or class of funds for which this notice is filed:
Capital Preservation Fund II
3. Investment Company Act File Number: 811-3036
Securities Act File Number: 2-67189
4. Last day of fiscal year for which this notice is filed:
March 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:
Not Applicable
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:
Not Applicable
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Not Applicable
9. Number and aggregate sale price of securities sold during the fiscal
year:
183,526,667 $183,526,667
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
171,364,900 $171,364,900
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):
12,161,767 $12,161,767
<TABLE>
<CAPTION>
12. Calculation of registration fee:
<S> <C>
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $ 171,364,900
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11), if
applicable): + 12,161,767
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 200,390,890
(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): (16,864,223)
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation
(see Instruction C.6): x 1/2900
---------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 0
===============
</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).
Not Applicable
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
Not Applicable
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 (Signature and Title)* /s/Charles C.S. Park, Corporate Counsel
Charles C.S. Park, Corporate Counsel
Date 5/16/96
*Please print the name and title of the signing officer below the signature.
<PAGE>
The Benham Group
1665 Charleston Road
Mountain View, California 94043
Telephone (415)965-8300
May 16, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Re: Capital Preservation Fund II, Inc.
1933 Act File No. 2-67189
1940 Act File No. 811-3036
Ladies and Gentlemen:
I have examined the accompanying 24f-2 Notice for Capital Preservation Fund II,
Inc. It is my opinion that all shares sold by the Fund during the fiscal year
ended March 31, 1996, pursuant to the indefinite registration under Rule 24f-2
under the Investment Company Act of 1940, were legally issued, fully paid, and
non-assessable when sold.
I hereby consent to the inclusion of this opinion with the filing of the
attached 24f-2 Notice for the fiscal year ended March 31, 1996.
Sincerely,
/s/Charles C.S. Park
Charles C.S. Park
Corporate Counsel
