1933 Act File No. 2-75122
1940 Act File No. 811-3337
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. 28 ................... x
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. ....................................................
TAX-FREE INSTRUMENTS 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) (i) on pursuant to paragraph (a) (i). 75
days after filing pursuant to paragraph (a)(ii) on
_________________ 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.
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 May 15, 1997; 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:
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037
<PAGE>
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
(no par value) 304,874,121 $1.00 $304,874,121 $0.00
*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 5,044,423,524. 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 4,739,549,403. The amount of
redeemed securities being used for reduction of the registration fee
in this Amendment is 304,874,121.
<PAGE>
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 28 to the Registration Statement of
TAX-FREE INSTRUMENTS 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 TAX-FREE INSTRUMENTS 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, TAX-FREE INSTRUMENTS 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 15th day of May, 1997.
TAX-FREE INSTRUMENTS TRUST
BY: /s/ S. Elliott Cohan
S. Elliott Cohan, Assistant Secretary
Attorney in Fact for John F. Donahue
May 15, 1997
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/ S. Elliott Cohan
S. Elliott Cohan Attorney In Fact May 15, 1997
Assistant Secretary For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President
John W. McGonigle* Treasurer (Chief Financial Officer)
Thomas G. Bigley * Trustee
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
John E. Murray, Jr.* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
FEDERATED ADMINISTRATIVE
SERVICES
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
<PAGE>
May 15, 1997
Tax-Free Instruments Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion in connection with the
registration by Tax-Free Instruments Trust ("Trust") of an additional
304,874,121 Shares of Beneficial Interest ("Shares") pursuant to
Post-effective Amendment No. 28 to the Trust's registration statement
filed with the Securities and Exchange Commission under the Securities
Act of 1933 (File No. 2-75122). 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 November 17,
1981, ("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/ S. Elliott Cohan
S. Elliott Cohan
Fund Attorney
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 001
<NAME> Tax-Free Instruments Trust
Investment Shares
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Mar-31-1997
<PERIOD-END> Mar-31-1997
<INVESTMENTS-AT-COST> 1,751,300,849
<INVESTMENTS-AT-VALUE> 1,751,300,849
<RECEIVABLES> 20,976,585
<ASSETS-OTHER> 3,768,073
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,776,045,507
<PAYABLE-FOR-SECURITIES> 5,008,200
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 16,173,108
<TOTAL-LIABILITIES> 21,181,308
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,755,308,693
<SHARES-COMMON-STOCK> 1,507,192,636
<SHARES-COMMON-PRIOR> 1,465,798,672
<ACCUMULATED-NII-CURRENT> 5,242
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (449,736)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,506,918,391
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 63,110,583
<OTHER-INCOME> 0
<EXPENSES-NET> 12,037,642
<NET-INVESTMENT-INCOME> 51,072,941
<REALIZED-GAINS-CURRENT> 228,552
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 51,301,493
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 41,768,570
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,067,609,898
<NUMBER-OF-SHARES-REDEEMED> 4,066,883,584
<SHARES-REINVESTED> 40,667,650
<NET-CHANGE-IN-ASSETS> (14,984,482)
<ACCUMULATED-NII-PRIOR> 277,807
<ACCUMULATED-GAINS-PRIOR> (950,853)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8,802,596
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 15,692,484
<AVERAGE-NET-ASSETS> 1,760,519,288
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.030
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.030
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.71
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 002
<NAME> Tax-Free Instruments Trust
Institutional Service Shares
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Mar-31-1997
<PERIOD-END> Mar-31-1997
<INVESTMENTS-AT-COST> 1,751,300,849
<INVESTMENTS-AT-VALUE> 1,751,300,849
<RECEIVABLES> 20,976,585
<ASSETS-OTHER> 3,768,073
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,776,045,507
<PAYABLE-FOR-SECURITIES> 5,008,200
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 16,173,108
<TOTAL-LIABILITIES> 21,181,308
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,755,308,693
<SHARES-COMMON-STOCK> 248,116,057
<SHARES-COMMON-PRIOR> 304,723,055
<ACCUMULATED-NII-CURRENT> 5,242
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (449,736)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 247,945,808
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 63,110,583
<OTHER-INCOME> 0
<EXPENSES-NET> 12,037,642
<NET-INVESTMENT-INCOME> 51,072,941
<REALIZED-GAINS-CURRENT> 228,552
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 51,301,493
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 9,304,371
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 919,228,336
<NUMBER-OF-SHARES-REDEEMED> 977,539,940
<SHARES-REINVESTED> 1,704,606
<NET-CHANGE-IN-ASSETS> (14,984,482)
<ACCUMULATED-NII-PRIOR> 277,807
<ACCUMULATED-GAINS-PRIOR> (950,853)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8,802,596
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 15,692,484
<AVERAGE-NET-ASSETS> 1,760,519,288
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.030
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.030
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.56
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
