1933 Act File No.33-
49701
1940 Act File No.811-
7065
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. 3 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940
Amendment No.
The Planters Funds
(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 September 15,
1995; 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:
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 732,408 $10.99 $8,049,164
$100
interest
*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 1,066,291. 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 333,883. The amount of redeemed securities
being used for reduction of the registration fee in this
Amendment is 732,408.
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 3 to the Registration
Statement of The Planters Funds 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 The Planters Funds;
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, The
Planters Funds, 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.
The Planters Funds
BY: /s/Gail Cagney
Gail Cagney, 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/_________________
Gail Cagney Attorney In Fact September 15,
1995
Assistant Secretary For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Edward C. Gonzales* President, Treasurer and Trustee
John W. McGonigle Vice President and Assistant
Treasurer
J. Christopher Donahue Vice President
Richard B. Fisher Vice President
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
The Planters Funds
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion in connection with the
registration by The Planters Funds ("Trust") of an additional
732,408 Shares of Beneficial Interest ("Shares") pursuant to Post-
effective Amendment No. 3 to the Trust's registration statement
filed with the Securities and Exchange Commission under the
Securities Act of 1933 (File No. 33-49701). 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 May 14, 1993, ("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/ Gail Cagney
Gail Cagney
Associate Corporate Counsel
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<ARTICLE> 6
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<NUMBER> 1
<NAME> Tennessee Tax-Free Bond Fund
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Jul-31-1995
<PERIOD-END> Jul-31-1995
<INVESTMENTS-AT-COST> 35,734,455
<INVESTMENTS-AT-VALUE> 35,395,736
<RECEIVABLES> 509,360
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<EXPENSES-NET> 231,529
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<REALIZED-GAINS-CURRENT> (215,683)
<APPREC-INCREASE-CURRENT> 1,023,037
<NET-CHANGE-FROM-OPS> 2,679,417
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,887,110
<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 333,883
<NUMBER-OF-SHARES-REDEEMED> 1,066,291
<SHARES-REINVESTED> 14,443
<NET-CHANGE-IN-ASSETS> (6,512,203)
<ACCUMULATED-NII-PRIOR> 123,731
<ACCUMULATED-GAINS-PRIOR> (49,499)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 284,526
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 591,055
<AVERAGE-NET-ASSETS> 37,924,702
<PER-SHARE-NAV-BEGIN> 10.220
<PER-SHARE-NII> 0.510
<PER-SHARE-GAIN-APPREC> 0.240
<PER-SHARE-DIVIDEND> 0.510
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<PER-SHARE-NAV-END> 10.460
<EXPENSE-RATIO> 61
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
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