1933 Act File No. 33-27178
1940 Act File No. 811-5772
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. 8 ............................... X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. ..............................................
TRUST FOR GOVERNMENT CASH RESERVES
(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:
X filed the Notice required by that Rule on January 18, 1994; 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:
Thomas J. Donnelly, Esquire Charles H. Morin, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222
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 197,598,219 $1.00 $197,598,219 $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 3,407,809,995. 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 3,210,211,776. The amount of redeemed securities being
used for reduction of the registration fee in this Amendment is
197,598,219.
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 8 to the Registration Statement of
TRUST FOR GOVERNMENT CASH RESERVES 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 TRUST FOR GOVERNMENT CASH RESERVES;
2. The opinion of Houston, Houston & Donnelly,
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, TRUST FOR GOVERNMENT CASH
RESERVES, 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 18th day of January, 1994.
TRUST FOR GOVERNMENT CASH RESERVES
BY: /s/G. Andrew Bonnewell
G. Andrew Bonnewell, Assistant Secretary
Attorney in Fact for John F. Donahue
January 18, 1994
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/G. Andrew Bonnewell
G. Andrew Bonnewell Attorney In Fact January 18, 1994
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
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
January 18, 1994
Trust for Government Cash Reserves
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested our opinion in connection with the
registration by Trust for Government Cash Reserves ("Trust") of
an additional 197,598,219 Shares of Beneficial Interest
("Shares") pursuant to Post-effective Amendment No. 8 to the
Trust's registration statement filed with the Securities and
Exchange Commission under the Securities Act of 1933 (File No.
33-27178). 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
January 26, 1989, ("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. 8 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: William McC. Houston
TJD:heh
