IN-PROCESS MMT GS FINAL Y
N
1933 Act File No.2-
62285
1940 Act File No.811-
2550
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 36 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940
Amendment No.
MONEY MARKET 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 ; 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
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 of
beneficial 2,726,889,637 $1.00 $2,726,889,637
$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 2,726,889,637.
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 2,726,889,637.
CONTENTS OF AMENDMENT
This Post-Effective Amendment No.36 to the Registration
Statement of Money Market 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 MONEY MARKET 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, MONEY
MARKET 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 September,
1995.
MONEY MARKET TRUST
BY: /s/ J. Crilley Kelly
J. Crilley Kelly, Assistant Secretary
Attorney in Fact for John F. Donahue
September 15, 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/ J. Crilley Kelly
J. Crilley Kelly Attorney In Fact September 15,
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 Administrative
Services
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
September 15, 1995
Money Market Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion in connection with the
registration by Money Market Trust ("Trust") of an additional
2,276,889,637 Shares of Beneficial Interest ("Shares") pursuant
to Post-effective Amendment No. 36 to the Trust's registration
statement filed with the Securities and Exchange Commission under
the Securities Act of 1933 (File No. 2-62285). 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 July 24, 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 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,
J. Crilley Kelly
Fund Attorney
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> Money Market Trust
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Jul-31-1995
<PERIOD-END> Jul-31-1995
<INVESTMENTS-AT-COST> 507,345,430
<INVESTMENTS-AT-VALUE> 507,345,430
<RECEIVABLES> 1,178,817
<ASSETS-OTHER> 1,050,488
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 509,574,735
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,303,040
<TOTAL-LIABILITIES> 2,303,040
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 507,271,695
<SHARES-COMMON-STOCK> 507,271,695
<SHARES-COMMON-PRIOR> 539,983,305
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 507,271,695
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 31,954,692
<OTHER-INCOME> 0
<EXPENSES-NET> 2,536,893
<NET-INVESTMENT-INCOME> 29,417,799
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 29,417,799
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 29,417,799
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,689,667,535
<NUMBER-OF-SHARES-REDEEMED> 2,726,889,637
<SHARES-REINVESTED> 4,510,492
<NET-CHANGE-IN-ASSETS> (32,711,610)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,213,807
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 4,447,519
<AVERAGE-NET-ASSETS> 553,411,839
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.050
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.050
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 46
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
