1933 Act File No. 2-60111
1940 Act File No. 811-2784
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. 36 ............................. X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. ..............................................
FEDERATED MASTER 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)
on pursuant to paragraph (a) of Rule 485.
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 January 16, 1995; 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:
Thomas J. Donnelly, Esquire Charles H. Morin, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222
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 4,238,143,074 $1.00 $4,238,143,074 $100.00
(no par value)
___________________________________________________________________________
___________________________________________________________________________
*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 5,870,797,250. 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 1,632,654,176. The amount of redeemed securities being
used for reduction of the registration fee in this Amendment is
4,238,143,074.
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 36 to the Registration Statement of
(FUND NAME) 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 FEDERATED MASTER TRUST;
2. The opinion of Houston, Houston & Donnelly,
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 and the
Investment Company Act of 1940, the Registrant, FEDERATED MASTER 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 16th day of January, 1995.
FEDERATED MASTER TRUST
BY: /s/J. Crilley Kelly
J. Crilley Kelly, Assistant Secretary
Attorney in Fact for John F. Donahue
January 16, 1995
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/J. Crilley Kelly
J. Crilley Kelly Attorney In Fact January 16, 1995
Assistant Secretary For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President
Edward C. Gonzales* Vice President and Treasurer
(Principal Financial and
Accounting Officer)
Edward L. Flaherty, Jr.* Trustee
Gregor F. Meyer* Trustee
Marjorie P. Smuts* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Wesley W. Posvar* Trustee
Peter E. Madden* Trustee
John T. Conroy, Jr.* Trustee
* By Power of Attorney
HOUSTON, HOUSTON & DONNELLY
ATTORNEYS AT LAW
2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTON PITTSBURGH, PA. 15222
FRED CHALMERS HOUSTON, JR. __________
THOMAS J. DONNELLY
JOHN F. MECK (412) 471-5828 FRED CHALMERS HOUSTON
FAX (412) 471-0736 (1914 - 1971)
MARIO SANTILLI, JR.
THEODORE M. HAMMER
January 16, 1995
Federated Master Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested our opinion in connection with the registration by
Federated Master Trust ("Trust") of an additional 4,238,143,074 Shares of
Beneficial Interest ("Shares") pursuant to Post-effective Amendment No. 36 to
the Trust's registration statement filed with the Securities and Exchange
Commission under the Securities Act of 1933 (File No. 2-60111). 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 we have participated in the organization of the Trust and its
registration under the Investment Company Act. We have also participated in
the preparation and filing of the Trust's amended registration statement under
the Securities Act of 1933 referred to above. We have examined and are
familiar with the provisions of the written Declaration of Trust dated October
10, 1977, ("Declaration of Trust"), the Bylaws of the Trust and such other
documents and records deemed relevant. We have also reviewed questions of law
and consulted with counsel thereon as deemed necessary or appropriate by us
for the purposes of this opinion.
On the basis of the foregoing, it is our opinion that:
1. The Trust is duly organized and validly existing pursuant to the
Declaration of Trust.
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 provisions of Article III, Section 3, of 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.
3. Post-effective Amendment No. 36 does not contain disclosures which
would render it ineligible to become effective pursuant to Paragraph (b) of
Rule 485.
We hereby consent to the filing of this opinion as a part of the Trust's
registration statement filed with the Securities and Exchange Commission under
the Securities Act of 1933 and as a part of any application or registration
statement filed under the securities laws of the States of the United States.
We further consent to the reference to this opinion and the reference to us as
counsel to the Trust in the prospectus, registration statements and
applications.
Very truly yours,
Houston, Houston & Donnelly
By: /s/ Thomas J. Donnelly
TJD:smg
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<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> Federated Master Trust
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Nov-30-1994
<PERIOD-END> Nov-30-1994
<INVESTMENTS-AT-COST> 774,034,877
<INVESTMENTS-AT-VALUE> 774,034,877
<RECEIVABLES> 1,098,968
<ASSETS-OTHER> 547,649
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 775,681,494
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<EXPENSES-NET> 3,732,511
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<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 30,282,577
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<DISTRIBUTIONS-OF-INCOME> 30,282,577
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<NUMBER-OF-SHARES-SOLD> 5,769,238,863
<NUMBER-OF-SHARES-REDEEMED> 5,870,797,250
<SHARES-REINVESTED> 5,990,213
<NET-CHANGE-IN-ASSETS> (95,568,174)
<ACCUMULATED-NII-PRIOR> 0
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<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,257,773
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,669,293
<AVERAGE-NET-ASSETS> 814,443,369
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.040
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.040
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 46
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
