1933 Act File No. 2-63343
1940 Act File No. 811-2891
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. 34 ............................... X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. ..............................................
FEDERATED TAX-FREE 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 17, 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 2,930,631,961 $1.00 $2,930,631,961 $100.00
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 4,796,398,508. 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 1,865,766,547. The amount of redeemed securities being
used for reduction of the registration fee in this Amendment is
2,930,631,961.
CONTENTS OF AMENDMENT
This Post-Effective Amendment No.34 to the Registration Statement of
FEDERATED TAX-FREE 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 TAX-FREE 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 TAX-FREE 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 17th day of January, 1995.
FEDERATED TAX-FREE TRUST
BY: /s/Stephen A. Keen
Stephen A. Keen, Assistant Secretary
Attorney in Fact for John F. Donahue
January 17, 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/Stephen A. Keen
Stephen A. Keen Attorney In Fact January 17, 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
Federated Tax-Free Trust
January 17, 1995
Page 1
January 17,
1995
Federated Tax-Free Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested an opinion in connection with the registration by
Federated Tax-Free Trust, a Massachusetts business trust (the "Trust"), of an
additional 2,930,631,961 shares of beneficial interest in the Trust ("Shares")
pursuant to the Trust's Post-effective Amendment No. 34 to its Registration
Statement on Form N-1A (File No. 2-63343) (the "Amendment No. 34") filed with
the Securities and Exchange Commission under the Securities Act of 1933.
Amendment No. 34 will be filed pursuant to Paragraph (b) of Rule 485 and
become effective pursuant to said Rule on January 17, 1995.
I have participated in the preparation and filing of the Amendment No.
34, and have examined and am familiar with the provisions of the written
Declaration of Trust dated November 20, 1978, ("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 for the purposes of this opinion. The law
covered by the opinions expressed herein is limited to the federal law of the
United States and the law relating to business trusts in the Commonwealth of
Massachusetts.
On the basis of the foregoing, it is my 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 Amendment No.
34 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 relevant provisions 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 by the
Trust.
3. Amendment No. 34 does not contain disclosures which would render
it ineligible to become effective pursuant to Paragraph (b) of Rule 485.
I hereby consent to the filing of this opinion as 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.
Very truly yours,
/s/ Stephen A. Keen
Stephen A. Keen
Corporate Counsel
Federated Administrative Services
SAK:smh
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> Federated Tax-Free Trust
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Nov-30-1994
<PERIOD-END> Nov-30-1994
<INVESTMENTS-AT-COST> 1,209,836,011
<INVESTMENTS-AT-VALUE> 1,209,836,011
<RECEIVABLES> 8,536,232
<ASSETS-OTHER> 960,151
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,219,332,394
<PAYABLE-FOR-SECURITIES> 400,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,384,922
<TOTAL-LIABILITIES> 3,784,922
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,215,567,171
<SHARES-COMMON-STOCK> 1,215,567,171
<SHARES-COMMON-PRIOR> 1,346,798,929
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (19,699)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,215,547,472
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 36,749,531
<OTHER-INCOME> 0
<EXPENSES-NET> 5,876,958
<NET-INVESTMENT-INCOME> 30,872,573
<REALIZED-GAINS-CURRENT> (11,840)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 30,860,733
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 30,872,573
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,662,199,876
<NUMBER-OF-SHARES-REDEEMED> 4,796,398,508
<SHARES-REINVESTED> 2,966,874
<NET-CHANGE-IN-ASSETS> (131,243,598)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (7,859)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5,196,527
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,126,172
<AVERAGE-NET-ASSETS> 1,299,131,740
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.020
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.020
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 45
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
