1933 Act File No. 2-67655
1940 Act File No. 811-3057
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
Pre-Effective Amendment No. ..........
Post-Effective Amendment No. 32 ............ x
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. ...........................
Liquid Cash Trust
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
x immediately upon filing pursuant to paragraph (b)
on pursuant to paragraph (b)
-----------------
60 days after filing pursuant to paragraph (a) (i)
on pursuant to paragraph (a) (i).
75 days after filing pursuant to paragraph (a)(ii)
on pursuant to paragraph (a)(ii) of Rule 485.
-----------------
If appropriate, check the following box:
This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940, and:
x filed the Notice required by that Rule on May 15, 1997; or
intends to file the Notice required by that Rule on or about
; or
------------
during the most recent fiscal year did not sell any securities pursuant
to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
Rule 24f-2(b)(2), need not file the Notice.
Copies To:
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
Being Being Offering Price Offering Registration
Registered Registered Per Unit Price* Fee
Shares of
beneficial
interest
(no par value) 814,294,405 $1.00 $814,294,405 $0.00
*Registrant has elected to calculate its filing fee in the manner described
in Rule 24e-2 of the Investment Company Act of 1940. The total amount of
securities redeemed during the previous fiscal year was 6,095,347,685. The
total amount of redeemed securities used for reductions pursuant to
paragraph (a) of Rule 24e-2 or paragraph (c) of Rule 24f-2 during the
current year was 5,281,053,280. The amount of redeemed securities being
used for reduction of the registration fee in this Amendment is
814,294,405.
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 32 to the Registration Statement of
Liquid Cash Trust is comprised of the following papers and documents:
1.The facing sheet to register a definite
number of shares of beneficial interest,
no par value, of Liquid Cash Trust;
2.The legal opinion of counsel for the Registrant, as
to the legality of shares being offered; and as to
the eligibility to become effective pursuant to
Paragraph (b) of Rule 485; and
3.Signature page.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Liquid Cash Trust certifies that it meets all of the
requirements for effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania on the 15th day of May, 1997.
Liquid Cash Trust
BY: /s/ S. Elliott Cohan
S. Elliott Cohan, Assistant Secretary
Attorney in Fact for John F. Donahue
May 15, 1997
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE DATE
By: /s/ S. Elliott Cohan
S. Elliott Cohan Attorney In Fact May 15, 1997
Assistant Secretary For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President and Trustee
John W. McGonigle* Treasurer (Chief Financial Officer)
Thomas G. Bigley * Trustee
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
John E. Murray, Jr.* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
FEDERATED ADMINISTRATIVE
SERVICES
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
May 15, 1997
Liquid Cash Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion in connection with the registration by
Liquid Cash Trust (`Trust'') of an additional 814,294,405 Shares of
Beneficial Interest (`Shares'') pursuant to Post-effective Amendment No.
32 to the Trust's registration statement filed with the Securities and
Exchange Commission under the Securities Act of 1933 (File No. 2-67655).
The subject Post-effective Amendment will be filed pursuant to Paragraph
(b) of Rule 485 and become effective pursuant to said Rule immediately upon
filing.
As counsel I have participated in the preparation and filing of the
Trust's amended registration statement under the Securities Act of 1933
referred to above. Further, I have examined and am familiar with the
provisions of the Declaration of Trust dated April 11, 1980, (`Declaration
of Trust'), the Bylaws of the Trust and such other documents and records
deemed relevant. I have also reviewed questions of law and consulted with
counsel thereon as deemed necessary or appropriate by me for the purposes
of this opinion.
On the basis of the foregoing, it is my opinion that:
1. The Trust is duly organized and validly existing under the laws
of the Commonwealth of Massachusetts.
2. The Shares which are currently being registered by the
Registration Statement referred to above may be legally and validly issued
from time to time in accordance with the Declaration of Trust upon receipt
of consideration sufficient to comply with the Declaration of Trust and
subject to compliance with the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and applicable state laws
regulating the sale of securities. Such Shares, when so issued, will be
fully paid and non-assessable by the Trust.
I hereby consent to the filing of this opinion as a part of the
Trust's registration statement referred to above and as a part of any
application or registration statement filed under the securities laws of
the States of the United States.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the Commonwealth of Massachusetts, and I am
expressing no opinion as to the effect of the laws of any other
jurisdiction.
Very truly yours,
/s/ S. Elliott Cohan
S. Elliott Cohan
Fund Attorney
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 001
<NAME> Liquid Cash Trust
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Mar-31-1997
<PERIOD-END> Mar-31-1997
<INVESTMENTS-AT-COST> 489,800,000
<INVESTMENTS-AT-VALUE> 489,800,000
<RECEIVABLES> 247,851
<ASSETS-OTHER> 37,460
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 490,085,311
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 721,963
<TOTAL-LIABILITIES> 721,963
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 489,363,348
<SHARES-COMMON-STOCK> 489,363,348
<SHARES-COMMON-PRIOR> 595,471,233
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 489,363,348
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 26,624,314
<OTHER-INCOME> 0
<EXPENSES-NET> 753,062
<NET-INVESTMENT-INCOME> 25,871,252
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 25,871,252
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 25,871,252
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,971,788,908
<NUMBER-OF-SHARES-REDEEMED> 6,095,347,685
<SHARES-REINVESTED> 17,450,892
<NET-CHANGE-IN-ASSETS> (106,107,885)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,964,969
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3,877,926
<AVERAGE-NET-ASSETS> 491,242,198
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.050
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.050
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.15
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
