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. 38 ........... 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:
filed the Notice required by that Rule on January 16, 1996; or
intends to file the Notice required by that Rule on or about
; or
-----------
X 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:
Charles H. Morin, Esquire
Dickstein, Shapiro & Morin, L.L.P.
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 3,316,655,250 $1.00 $3,316,655,250 $100.00
of beneficial
interest
(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 3,316,655,250. 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 -0-. The
amount of redeemed securities being used for reduction of the registration fee
in this Amendment is 3,316,655,250.
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 38 to the Registration Statement of
FEDERATED MASTER 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 FEDERATED MASTER 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 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, 1996.
FEDERATED MASTER TRUST
BY: /s/ J. Crilley Kelly
J. Crilley Kelly, Assistant Secretary
Attorney in Fact for John F. Donahue
January 16, 1996
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, 1996
Assistant Secretary For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President
David M. Taylor 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
-
FEDERATED ADMINISTRATIVE
SERVICES
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
January 16, 1996
Federated Master Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion in connection with the registration by
Federated Master Trust ("Trust") of an additional 3,316,655,250 Shares of
Beneficial Interest ("Shares") pursuant to Post-effective Amendment No. 38 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 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 October 10, 1977, ("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/ J. Crilley Kelly
J. Crilley Kelly
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 001
<NAME> Federated Master Trust
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Nov-30-1995
<PERIOD-END> Nov-30-1995
<INVESTMENTS-AT-COST> 763,200,148
<INVESTMENTS-AT-VALUE> 763,200,148
<RECEIVABLES> 2,035,872
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 765,236,020
<PAYABLE-FOR-SECURITIES> 32,706,569
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,385,176
<TOTAL-LIABILITIES> 36,091,745
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 729,144,275
<SHARES-COMMON-STOCK> 729,144,275
<SHARES-COMMON-PRIOR> 773,260,074
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 729,144,275
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 49,735,358
<OTHER-INCOME> 0
<EXPENSES-NET> 3,752,506
<NET-INVESTMENT-INCOME> 45,982,852
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 45,982,852
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 45,982,852
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,261,351,161
<NUMBER-OF-SHARES-REDEEMED> 3,316,655,250
<SHARES-REINVESTED> 11,188,290
<NET-CHANGE-IN-ASSETS> (44,115,799)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,287,528
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6,401,585
<AVERAGE-NET-ASSETS> 813,445,218
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.060
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.060
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.46
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
