Rule 24f-2 Notice
INTERMEDIATE MUNICIPAL TRUST
(Fund Name)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
1933 Act No. 2-98237
(i) fiscal period for which notice is filed May 31, 1995
(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 June 1, 1994,
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 9,096,990
(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) 9,096,990
WITNESS the due execution hereof this 14th day of July, 1995.
By: /s/G. Andrew Bonnewell
G. Andrew Bonnewell
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) $ 92,193,660
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 $160,448,476
(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- $160,448,476
Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is based ($68,254,816)
FEE SUBMITTED (1/2900 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) 15,685,375
Less: Line (v) - Rule 24f-2 Notice (9,096,990)
Shares available to register under
Rule 24e-2 6,588,385 (a)
Fund's Current Net Asset Value $ 10.48 (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 $69,046,275
Federated Administrative
Services
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
July 14, 1995
Intermediate Municipal Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion for use in conjunction with a Rule 24f-2
Notice for Intermediate Municipal Trust ("Trust") to be filed in respect of
shares of the Trust ("Shares") sold for the fiscal year ended May 31, 1995,
pursuant to the Trust's registration statement filed with the Securities and
Exchange Commission ("SEC") under the Securities Act of 1933 (File No. 2-
98237) ("Registration Statement").
In its Registration Statement, the Trust elected to register an
indefinite number of shares pursuant to the provisions of Investment Company
Act Rule 24f-2.
As counsel I have participated in the preparation and filing of the
Trust's amended Registration Statement under the Securities Act of 1933.
Further, I have examined and am familiar with the provisions of the
Declaration of Trust dated May 31, 1985 ("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 the Shares sold for the
fiscal year ended May 31, 1995, registration of which the Rule 24f-2 Notice
makes definite in number, were legally issued, fully paid and non-assessable
by the Trust.
I hereby consent to the filing of this opinion as an exhibit to the Rule
24f-2 Notice referred to above, the Registration Statement of the Trust and to
any application or registration statement filed under the securities laws of
any 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/G. Andrew Bonnewell
G. Andrew Bonnewell
Fund Attorney
