Rule 24f-2 Notice
FEDERATED GROWTH TRUST
(Fund Name)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
1933 Act No. 2-91090
(i) fiscal period for which notice is filed October 31, 1994
(ii) The number or amount of securities of the
same class or series, if any, which had
been registered under the Securities Act
of 1933, other than pursuant to Rule 24f-2
but which remained unsold at November 1, 1993,
the beginning of the Registrant's fiscal
period -0-
(iii) The number or amount of securities, if
any, registered during the fiscal period
of this notice other than pursuant to
Rule 24f-2 -0- -0-
(iv) The number or amount of securities
sold during the fiscal period of this
notice 7,063,731
(v) The number or amount of securities sold
during the fiscal period of this notice
in reliance upon registration pursuant
to Rule 24f-2 (see attached Computation
of Fee) 7,063,731
WITNESS the due execution hereof this 15th day of December, 1994.
By: /s/ Robert C. Rosselot
Robert C. Rosselot
Assistant Secretary
COMPUTATION OF FEE
1. Actual aggregate sale price of Registrant's
securities sold pursuant to Rule 24f-2 during
the fiscal period for which the 24f-2 notice
is filed (see Section v)................................... $161,557,597
2. Reduced by the difference between:
(a) actual aggregate redemption price
of such securities redeemed by the
issuer during the fiscal period for
which the 24f-2 notice is filed........ $256,459,141
(b) actual aggregate redemption price
of such redeemed securities
previously applied by the issuer
pursuant to Section 24e(2)(a) for
the fiscal period for which the
24f-2 notice is filed.................. -0- 256,459,141
Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is
based......................................................... $(94,901,544)
FEE SUBMITTED (1/29 of 1% of Total amount)............... $ -0-
CONVERSION OF NET REDEMPTIONS ON
RULE 24f-2 NOTICE TO FILING
UNDER RULE 24e-2
When a negative amount appears on the line captioned "Total amount upon which
the fee calculated specified in Section 6(b) of the Securities Act of 1933 is
based", the following calculation should be made to determine the share
information needed to file under Rule 24e-2:
Total redemptions (per annual report) 11,526,631
Less: Line (v) - Rule 24f-2 Notice 7,063,731
Shares available to register under
Rule 24e-2 4,462,900 (a)
Fund's Current Net Asset Value $ 20.27 (b)
Multiply: Shares available to register
under Rule 24e-2 by the fund's current
net asset value (a x b) to obtain Proposed
Maximum Aggregate Offering Price $90,462,983
HOUSTON, HOUSTON & DONNELLY
ATTORNEYS AT LAW
2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTON PITTSBURGH, PA. 15222
FRED CHALMERS HOUSTON, JR. __________
THOMAS J. DONNELLY
JOHN F. MECK (412) 471-5828 FRED CHALMERS HOUSTON
FAX (412) 471-0736 (1914 - 1971)
MARIO SANTILLI, JR.
THEODORE M. HAMMER
December 15, 1994
Federated Growth Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested our opinion in connection with the registration by
Federated Growth Trust ("Trust") of an additional 4,462,900 Shares of
Beneficial Interest ("Shares") pursuant to Post-effective Amendment No. 19 to
the Trust's registration statement filed with the Securities and Exchange
Commission under the Securities Act of 1933 (File No. 2-91090). 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 we have participated in the organization of the Trust and its
registration under the Investment Company Act. We have also participated in
the preparation and filing of the Trust's amended registration statement under
the Securities Act of 1933 referred to above. We have examined and are
familiar with the provisions of the written Declaration of Trust dated April
17, 1984, ("Declaration of Trust"), the Bylaws of the Trust and such other
documents and records deemed relevant. We have also reviewed questions of law
and consulted with counsel thereon as deemed necessary or appropriate by us
for the purposes of this opinion.
On the basis of the foregoing, it is our 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 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 provisions of Article III, Section 3, 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.
3. Post-effective Amendment No. 19 does not contain disclosures which
would render it ineligible to become effective pursuant to Paragraph (b) of
Rule 485.
We hereby consent to the filing of this opinion as a 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.
We further consent to the reference to this opinion and the reference to us as
counsel to the Trust in the prospectus, registration statements and
applications.
Very truly yours,
Houston, Houston & Donnelly
By: /s/ Thomas J. Donnelly
TJD:heh
