SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERMEDIATE MUNICIPAL TRUST
(Exact Name of Registrant as Specified in Charter)
Pre-Effective Amendment No.
-- -
X Post-Effective Amendment No. 1
(412) 288-1900
(Area Code and Telephone Number)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
JOHN W. MCGONIGLE, ESQUIRE
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Copy to:
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037
It is proposed that this filing will become effective on
November 6, 1996 pursuant to Rule 485(b).
An indefinite amount of the Registrant's securities has been
registered under the Securities Act of 1933 pursuant to Rule 24f-2 under
The Investment Company Act of 1940. In reliance upon such Rule, no filing
fee is being paid at this time. A Rule 24f-2 notice for the Registrant for
the year ended May 31, 1996 was filed on July 15, 1996.
CROSS REFERENCE SHEET
Pursuant to Item 1(a) of Form N-14 Showing Location in Prospectus of
Information Required by Form N-14
Item of Part A of Form N-14 and Caption Caption or Location in Prospectus
1. Beginning of Registration Statement
and Outside Front Cover Page of
Prospectus ................ Cross Reference Sheet; Cover Page
2. Beginning and Outside
Back Cover Page of Prospectus Table of Contents
3. Fee Table, Synopsis Information
and Risk Factors .......... Summary; Risk Factors
4. Information About the
Transaction ............... Information About the Reorganization
5. Information About the Registrant Information About The Starburst
Funds, The Starburst Municipal Income
Fund, Intermediate Municipal Trust, and
Federated Intermediate Municipal Trust
6. Information About the Company
Being Acquired ............ Information About The Starburst Funds,
The Starburst Municipal Income Fund,
Intermediate Municipal Trust, and
Federated Intermediate Municipal Trust
7. Voting Information ........ Voting Information
8. Interest of Certain Persons
and Experts ............... Not Applicable
9. Additional Information Required
for Reoffering by Persons Deemed
to be Underwriters ........ Not Applicable
PART C - OTHER INFORMATION
ITEM 15.INDEMNIFICATION
Indemnification is provided to officers and trustees of the Registrant
pursuant to the Registrant's Declaration of Trust, except where such
indemnification is not permitted by law. However, the Declaration of Trust
does not protect the trustees from liabilities based on willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of their office.
Trustees and officers of the Registrant are insured against certain
liabilities, including liabilities arising under the Securities Act of 1933
(the "Act").
Insofar as indemnification for liabilities arising under the Act may
be permitted to trustees, officers, and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or
otherwise, the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by trustees,
officers, or controlling persons of the Registrant in connection with the
successful defense of any act, suit, or proceeding) is asserted by such
trustees, officers, or controlling persons in connection with the shares
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
Insofar as indemnification for liabilities may be permitted pursuant
to Section 17 of the Investment Company Act of 1940 for trustees, officers,
and controlling persons of the Registrant by the Registrant pursuant to the
Declaration of Trust or otherwise, the Registrant is aware of the position
of the Securities and Exchange Commission as set forth in Investment
Company Act Release No. IC-11330. Therefore, the Registrant undertakes
that in addition to complying with the applicable provisions of the
Declaration of Trust or otherwise, in the absence of a final decision on
the merits by a court or other body before which the proceeding was
brought, that an indemnification payment will not be made unless in the
absence of such a decision, a reasonable determination based upon factual
review has been made: (i) by a majority vote of a quorum of non-party
trustees who are not interested persons of the Registrant; or (ii) by
independent legal counsel in a written opinion that the indemnitee was not
liable for an act of willful misfeasance, bad faith, gross negligence, or
reckless disregard of duties. The Registrant further undertakes that
advancement of expenses incurred in the defense of a proceeding (upon
undertaking for repayment unless it is ultimately determined that
indemnification is appropriate) against an officer, trustee, or controlling
person of the Registrant will not be made absent the fulfillment of at
least one of the following conditions: (i) the indemnitee provides
security for his undertaking; (ii) the Registrant is insured against losses
arising by reason of any lawful advances; or (iii) a majority of a quorum
of disinterested non-party trustees or independent legal counsel in a
written opinion makes a factual determination that there is reason to
believe the indemnitee will be entitled to indemnification.
ITEM 16.EXHIBITS
1.1 Conformed copy of Declaration of Trust of the Registrant (1)
1.2 Conformed copies of Amendment Nos. 5, 6 and 7 to the Declaration of
Trust of Registrant (2)
2.1 Copy of Bylaws of the Registrant (3)
2.2 Copy of Amendment to By-Laws of Registrant (4)
3. Not Applicable
4. Agreement and Plan of Reorganization is included as Appendix A to the
Combined Proxy Statement and Prospectus of this Registration Statement
(8)
5. Not Applicable
6.1 Copy of Investment Advisory Contract of the Registrant (5)
6.2 Conformed copy of Exhibit A to the Investment Advisory Contract of the
Registrant to add Pennsylvania Intermediate Municipal Trust and Ohio
Intermediate Municipal Trust to the present Investment Advisory
Contract (5)
7. Conformed Copy of Distributor's Contract of the Registrant, including
Exhibits A, B, C and D thereto (3)
8. Not Applicable
9.1 Conformed Copy of Custodian Contract of the Registrant (5)
9.2 Copy of new Exhibit 1 to Custodian Contract (2)
9.3 Conformed Copy of Fund Accounting, Shareholder Recordkeeping and
Custody Services Procurement Agreement of the Registrant (5)
* Filed electronically.
(1) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 17 to its Registration Statement on Form N-1A filed
February 17, 1994. (File Nos. 2-98237 and 811-4314).
(2) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 23 to its Registration Statement on Form N-1A filed July
28, 1995. (File Nos. 2-98237 and 811-4314).
(3) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed June 4, 1985. (File Nos. 2-
98237 and 811-4314).
(4) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 to its Registration Statement on Form N-1A filed July
26, 1988. (File Nos. 2-98237 and 811-4314).
(5) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 20 to its Registration Statement on Form N-1A filed July
27, 1994. (File Nos. 2-98237 and 811-4314).
(8) Response is incorporated by reference to Registrant's Form N-14
Registration Statement filed July 29, 1996. (File Nos. 2-98237 and
811-4314).
10. Conformed Copy of the Specimen Mutual Funds Sales and Service
Agreement; Mutual Funds Service Agreement; and Plan Trustee/Mutual
Funds Service Agreement (6)
11. Opinion regarding legality of shares being issued (8)
12. Opinion regarding tax consequences of Reorganization *
13.1 Conformed Copy of Administrative Services Agreement of the Registrant
(5)
13.2 Conformed Copy of Shareholder Services Agreement of the Registrant (5)
13.3 Conformed Copy of the Shareholder Services Sub-Contract between
Fidelity and Federated Shareholder Services (7)
14.1 Conformed Copy of Consent of Arthur Andersen LLP (8)
14.2 Conformed Copy of Consent of Deliotte & Touche LLP (8)
15. Not Applicable
16. Conformed Copy of Power of Attorney (2)
17.1 Copy of Declaration under Rule 24f-2 (8)
17.2 Form of Proxy (8)
* Filed electronically.
(1) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 17 to its Registration Statement on Form N-1A filed
February 17, 1994. (File Nos. 2-98237 and 811-4314).
(2) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 23 to its Registration Statement on Form N-1A filed July
28, 1995. (File Nos. 2-98237 and 811-4314).
(3) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed June 4, 1985. (File Nos. 2-
98237 and 811-4314).
(4) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 to its Registration Statement on Form N-1A filed July
26, 1988. (File Nos. 2-98237 and 811-4314).
(5) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 20 to its Registration Statement on Form N-1A filed July
27, 1994. (File Nos. 2-98237 and 811-4314).
(6) Response is incorporated by reference to Cash Trust Series II's Post-
Effective Amendment No. 6 to its Registration Statement on Form N-1A
filed July 24, 1995. (File Nos.33-38550 and 811-7141).
(7) Response is incorporated by reference to Federated GNMA Trust's Post
Effective Amendment No. 29 to its Registration Statement on Form N-1A
filed March 26, 1996. (File Nos. 2-75670 and 811-3375)
(8) Response is incorporated by reference to Registrant's Form N-14
Registration Statement filed July 29, 1996. (File Nos. 2-98237 and
811-4314).
ITEM 17.UNDERTAKINGS
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectus
which is a part of this Registration Statement by any person or party who
is deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act of 1933, the reoffering prospectus will contain the
information called for by the applicable registration form for reofferings
by persons who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as part of an amendment to
the Registration Statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities Act
of 1933, each post-effective amendment shall be deemed to be a new
Registration Statement for the securities offered therein, and the offering
of the securities at that time shall be deemed to be the initial bona fide
offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, INTERMEDIATE MUNICIPAL
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,
thereto duly authorized, in the City of Pittsburgh and Commonwealth of
Pennsylvania, on the 6th day of November, 1996.
INTERMEDIATE MUNICIPAL TRUST
BY: /s/ S. Elliott Cohan
S. Elliott Cohan, Assistant Secretary
Attorney in Fact for John F. Donahue
November 6, 1996
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/S. Elliott Cohan
S. Elliott Cohan Attorney In Fact November 6, 1996
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President and Trustee
Edward C. Gonzales* Executive Vice President
John W. McGonigle* Executive Vice President, Treasurer
and Secretary
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
John E. Murray, Jr.* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
*By Power of Attorney
Exhibit 12
DICKSTEIN SHAPIRO MORIN & OSHINSKY LLP
2101 L Street, N.W.
Washington, D.C. 20037-1526
October 30, 1996
Intermediate Municipal Trust,
on behalf of its portfolio,
Federated Intermediate Municipal Trust
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
The Starburst Funds, on behalf of its portfolio,
The Starburst Municipal Income Fund
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Ladies and Gentlemen:
We have acted as special counsel in connection with, and you have
requested our opinion concerning the federal income tax consequences of, a
transaction (the "Reorganization") in which all of the assets of The
Starburst Municipal Income Fund (the "Acquired Fund"), a portfolio of The
Starburst Funds, a Massachusetts business trust ("Starburst"), will be
acquired by Intermediate Municipal Trust, a Massachusetts business trust
("Intermediate"), on behalf of its portfolio, Federated Intermediate
Municipal Trust (the "Acquiring Fund"), in exchange solely for shares of
beneficial interest of the Acquiring Fund (the "Acquiring Fund Shares").
The terms and conditions of this transaction are set forth in an Agreement
and Plan of Reorganization dated July 26, 1996 between Intermediate, on
behalf of the Acquiring Fund, and Starburst, on behalf of the Acquired Fund
(the "Agreement"). This opinion is rendered to you pursuant to paragraph
8.5 of the Agreement, and all terms used herein have the meanings assigned
to them in the Agreement.
Both Acquiring Fund and Acquired Fund are open-end, management
investment companies which qualify as regulated investment companies
described in Section 851(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Acquired Fund and the Acquiring Fund are engaged
in the business of investing in professionally managed portfolios primarily
of municipal securities.
On the Closing Date under the Agreement, the Acquired Fund will
transfer its entire investment portfolio to the Acquiring Fund. In
exchange, the Acquiring Fund will transfer, to the Acquired Fund, Acquiring
Fund Shares in an amount equal in value to the assets transferred by the
Acquired Fund to the Acquiring Fund. The Acquired Fund will thereupon
liquidate and distribute its Acquiring Fund Shares pro rata to its
shareholders ("Acquired Fund Shareholders").
We have reviewed and relied upon the representations contained in
the Agreement and in such other documents and instruments as we have deemed
necessary for the
purposes of this opinion, and have reviewed the applicable
provisions of the Code, current regulations and administrative rules
thereunder and pertinent case law.
Based upon the foregoing, and assuming that the Reorganization and
related transactions will take place as described in the Agreement, we are
of the opinion that, for federal income tax purposes:
(a)The transfer of all of the Acquired Fund assets in exchange for
the Acquiring Fund Shares and the distribution of the Acquiring Fund Shares
to the Acquired Fund Shareholders in liquidation of the Acquired Fund will
constitute a "reorganization" within the meaning of Section 368(a)(1)(C) of
the Code;
(b)No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund solely in exchange for the
Acquiring Fund Shares;
(c)No gain or loss will be recognized by the Acquired Fund upon the
transfer of the Acquired Fund assets to the Acquiring Fund in exchange for
the Acquiring Fund Shares or upon the distribution (whether actual or
constructive) of the Acquiring Fund Shares to Acquired Fund Shareholders in
exchange for their shares of the Acquired Fund;
(d)No gain or loss will be recognized by the Acquired Fund
Shareholders upon the exchange of their Acquired Fund shares for the
Acquiring Fund Shares;
(e)The tax basis of the Acquired Fund assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the
Acquired Fund immediately prior to the Reorganization;
(f)The tax basis of the Acquiring Fund Shares received by each of the
Acquired Fund Shareholders pursuant to the Reorganization will be the same
as the tax basis of the Acquired Fund shares held by such shareholder
immediately prior to the Reorganization;
(g)The holding period of the assets of the Acquired Fund in the hands
of the Acquiring Fund will include the period during which those assets
were held by the Acquired Fund; and
(h)The holding period of the Acquiring Fund Shares received by each
Acquired Fund Shareholder will include the period during which the Acquired
Fund shares exchanged therefor were held by such shareholder (provided the
Acquired Fund shares were held as capital assets on the date of the
Reorganization).
We hereby consent to the filing of a copy of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration
Statement on Form N-14 filed by Intermediate in connection with the
Reorganization, and to the references to this firm and this opinion in the
Prospectus/Proxy Statement which is contained in such Registration
Statement.
Very truly yours,
/s/ Dickstein Shapiro Morin & Oshinsky LLP
