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As filed with the Securities and Exchange Commission on March 7, 1996
Registration No. 2-53808
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 42
on
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / x /
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / x /
------------
TRUST FOR FEDERAL SECURITIES
(FedFund, T-Fund, FedCash, T-Cash, Federal Trust Fund
and Treasury Trust Fund Portfolios)
(Exact Name of Registrant as Specified in Charter)
Bellevue Park Corporate Center EDWARD J. ROACH
400 Bellevue Parkway, Suite 100 Bellevue Park Corporate Center
Wilmington, Delaware 19809 400 Bellevue Parkway, Suite 100
(Address of Principal Executive Offices) Wilmington, Delaware 19809
Registrant's Telephone Number: (Name and Address of
(302) 792-2555 Agent for Service)
Copy to:
W. BRUCE McCONNEL, III
Drinker Biddle & Reath
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
It is proposed that this filing will become effective (check appropriate box)
[ ] immediately upon filing pursuant to paragraph (b)
[x] on March 7, 1996 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) 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.
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This Post-Effective Amendment No. 42 to the Trust's
Registration Statement on Form N1-A is being filed to provide an opinion of
registrant's counsel as to the legality of the shares made in reliance upon Rule
24e-2 under the Investment Company Act of 1940 which was listed as an exhibit in
Post-Effective Amendment No. 41, and was not included in the filing. This
Post-Effective Amendment makes no other changes to Post-Effective No. 41, as
filed with the Commission on February 28, 1996.
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Part C
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Item 24. Exhibits.
The following Exhibit is hereby added by this Post-Effective
Amendment No. 42 to the Registrant's Registration Statement on
Form N1-A:
(11)(c) 24e-2 Opinion of Drinker Biddle & Reath.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment No. 42 to
its Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment No. 42 to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Wilmington, and State of Delaware, on March 7,
1996.
TRUST FOR FEDERAL SECURITIES
/s/ Edward J. Roach, Vice President & Treasurer
-----------------------------------------------------
Edward J. Roach (Signature and Title)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 42 to Registrant's Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature Title Date
- --------- ----- ----
* Philip E. Coldwell Trustee March 7, 1996
- --------------------------
Philip E. Coldwell
* Robert R. Fortune Trustee March 7, 1996
- --------------------------
Robert R. Fortune
* Rodney D. Johnson Trustee March 7, 1996
- --------------------------
Rodney D. Johnson
* G. Willing Pepper Chairman of March 7, 1996
- -------------------------- the Board and
G. Willing Pepper President
/s/ Edward J. Roach Vice President March 7, 1996
- -------------------------- and Treasurer
Edward J. Roach (Principal Financial
and Accounting
Officer)
*By:/s/ Edward J. Roach
- --------------------------
Edward J. Roach
Attorney-in-Fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C>
(11)(c) 24e-2 Opinion of Drinker Biddle & Reath.
</TABLE>
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Exhibit (11)(c)
DRINKER BIDDLE & REATH
1345 Chesnut Street
Philadelphia, PA 19107
February 27, 1996
Trust for Federal Securities
Bellevue Park Corporate Center
103 Bellevue Parkway, Suite 152
Wilmington, Delaware 19809
Re: Post-Effective Amendment No. 41 to Registration Statement
on Form N-1A for Trust for Federal Securities
(Registration No. 2-53808)
Gentlemen:
We have acted as counsel for Trust for Federal Securities, a
Pennsylvania corporation (the "Fund"), and have been informed by the Fund (the
"Fund") of the registration of 2,897,704,698 units of beneficial interest of the
Fund ("Portfolio Shares"), pursuant to Post-Effective Amendment No. 41 to the
Fund's Registration Statement under the Securities Act of 1933. The registration
of such Shares has been made in reliance upon Rule 24e-2 under the Investment
Company Act of 1940. The Fund is an open-end investment company authorized to
issue an unlimited number of Portfolio Shares, without par value, at all times
during the fiscal year ended October 31, 1995 and remains so classified as of
the date of this opinion. We have reviewed the Fund's Charter, its By-Laws,
resolutions adopted by its Board of Trustees and such other legal and factual
matters as we have deemed appropriate.
On the basis of the foregoing, we are of the opinion that the
foregoing shares of the Fund when issued for payment as described in the Fund's
Prospectuses, will be validly issued, fully paid and non-assessable by the Fund.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to Post-Effective Amendment No. 41 to the
Fund's Registration Statement.
Very truly yours,
DRINKER BIDDLE & REATH
DRINKER BIDDLE & REATH
