1933 Act File No.2-75769
1940 Act File No.811-3387
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. 25 ........... X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. ............................
FEDERATED U.S. GOVERNMENT SECURITIES FUND: 2-5 YEARS
(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 ,; 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 30,715,899 $ 10.63 $326,510,006 $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 30,715,899. 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 30,715,899.
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 25 to the Registration Statement of
FEDERATED U.S. GOVERNMENT SECURITIES FUND: 2-5 YEARS 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 U.S. GOVERNMENT SECURITIES FUND: 2-5
YEARS;
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 U.S. GOVERNMENT
SECURITIES FUND: 2-5 YEARS 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 March, 1996.
FEDERATED U.S. GOVERNMENT SECURITIES FUND: 2-5 YEARS
BY: /s/ S. Elliott Cohan
S. Elliott Cohan, Assistant Secretary
Attorney in Fact for John F. Donahue
March, 15, 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/ S. Elliott Cohan Attorney In Fact
S. Elliott Cohan For the Persons March 15, 1996
Assistant Secretary 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)
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
March 15, 1996
Federated U.S. Government Securities Fund: 2-5 Years
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion in connection with the registration by
Federated U.S. Government Securities Fund: 2-5 Years ("Trust") of an
additional 30,715,899 Shares of Beneficial Interest ("Shares") pursuant to
Post-effective Amendment No. 25 to the Trust's registration statement filed
with the Securities and Exchange Commission under the Securities Act of 1933
(File No. 2-75769). 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 December 10, 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
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<SERIES>
<NUMBER> 001
<NAME> Federated U.S. Government Securities Fund: 2-
Institutional Shares
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Jan-31-1996
<PERIOD-END> Jan-31-1996
<INVESTMENTS-AT-COST> 869,681,813
<INVESTMENTS-AT-VALUE> 895,345,092
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<INTEREST-EXPENSE> 0
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</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 002
<NAME> Federated U.S. Government Securities Fund: 2-
Institutional Service Shares
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Jan-31-1996
<PERIOD-END> Jan-31-1996
<INVESTMENTS-AT-COST> 869,681,813
<INVESTMENTS-AT-VALUE> 895,345,092
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<NET-CHANGE-FROM-OPS> 99,924,968
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<DISTRIBUTIONS-OF-INCOME> 1,912,430
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,439,874
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