U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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.
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1. Name and address of issuer:
Cash Trust Series II
Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
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2. Name of each series or class of funds for which this notice is filed:
Municipal Cash Series II
Treasury Cash Series II
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3. Investment Company Act File
Number: 811-6269
Securities Act File
Number: 33-38550
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4. Last day of fiscal year for which this notice is filed:
May 31, 1997
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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:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable:
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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:$0
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
0:$0
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9. Number and aggregate sale price of securities sold during the fiscal
year (includes DRIP shares):
1,705,757,323:$1,705,757,323
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<PAGE>
<TABLE>
<CAPTION>
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
<S> <C>
1,705,757,323:$1,705,757,323
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
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12. Calculation of registration fees:
(i) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 1,705,757,323
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(ii) Aggregate price of shares issued in connection with
dividend reimbursement plans
(from Item 11, if applicable) +
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable) - 1,571,846,194
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(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
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(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): $ 133,911,129
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(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation
(see Instruction C.6): x
1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 40,579
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</TABLE>
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form in being filed within 60 days after the close of the issuer's fiscal
year. See Instruction C.3.
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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).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
July 15, 1997
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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/ J. Crilley Kelly
J. Crilley Kelly
Assistant Secretary
Date: July 15, 1997
* Please print the name and title of the signing officer below the signature.
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C:\MSOFFICE\WINWORD\TEMPLATE\24FMBT.DOT
FEDERATED ADMINISTRATIVE
SERVICES
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
<PAGE>
July 15, 1997
Cash Trust Series II
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion for use in conjunction with a Rule 24f-2
Notice for Cash Trust Series II ("Trust") to be filed in respect of shares of
the Trust ("Shares") sold for the fiscal year ended May 31, 1997, pursuant to
the Trust's registration statement filed with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933 (File No. 33-38550)
("Registration Statement").
In its Registration Statement, the Trust elected to register an
indefinite number of shares pursuant to the provisions of Investment Company Act
Rule 24f-2.
As counsel, I have participated in the preparation and filing of the
Trust's amended Registration Statement under the Securities Act of 1933.
Further, I have examined and am familiar with the provisions of the Declaration
of Trust dated November 14, 1990, ("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 the Shares sold for the
fiscal year ended May 31, 1997, registration of which the Rule 24f-2 Notice
makes definite in number, were legally issued, fully paid and non-assessable by
the Trust.
I hereby consent to the filing of this opinion as an exhibit to the
Rule 24f-2 Notice referred to above, the Registration Statement of the Trust and
to any application or registration statement filed under the securities laws of
any 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/ J. Crilley Kelly
J. Crilley Kelly
Fund Attorney
CASH TRUST SERIES II
Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
July 15, 1997
EDGAR Operations Branch
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, Northwest
Washington, DC 20549
RE: Form 24f-2 for Cash Trust Series II
1933 Act File No.: 33-38550
1940 Act File No.: 811-6269
Dear Sir or Madam:
Pursuant to the provisions of Rule 24f-2 of the Investment Company Act
of 1940, I enclose form 24f-2 for Cash Trust Series II. This filing has been
filed electronically via EDGAR.
Since the aggregate sales price of securities sold exceeded the
aggregate redemption proceeds of securities redeemed during the period for which
form 24f-2 is filed, an additional filing fee in the amount of $40,579 pursuant
to Rule 24f-2(c) has been FedDirect wire transferred to the U.S. Treasury
Lockbox at Mellon Bank in Pittsburgh.
As required by Rule 24f-2(b), a conformed opinion of counsel has been
electronically filed herewith which indicates whether the securities, the
registration of which this form makes definite in number, were legally issued,
fully paid and non-assessable.
Very truly yours,
/s/ S. Elliott Cohan
S. Elliott Cohan
Assistant Secretary
Enclosures
cc: Matthew G. Maloney, Esquire
Linda L. Banas
