1933 Act File No. 2-98237
1940 Act File No. 811-4314
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. 27 ..................... x
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. ..............................................
INTERMEDIATE MUNICIPAL TRUST
(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) (i)
on pursuant to paragraph (a) (i). 75 days after filing pursuant to paragraph
(a)(ii) on _________________ pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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 July 15, 1997; 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:
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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
interest
(no par value) 5,388,541 $10.54 $56,795,222 $0.00
</TABLE>
*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 9,263,180. 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 3,874,639. The amount
of redeemed securities being used for reduction of the registration fee in this
Amendment is 5,388,541.
<PAGE>
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 27 to the Registration Statement of
Intermediate Municipal Trust 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 Intermediate Municipal Trust;
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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,
thereunto duly authorized, in the City of Pittsburgh and Commonwealth of
Pennsylvania on the 15th day of July, 1997.
INTERMEDIATE MUNICIPAL TRUST
BY: /s/ Matthew S. Hardin
Matthew S. Hardin, Assistant Secretary
Attorney in Fact for John F. Donahue
July 15, 1997
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/ Matthew S. Hardin
Matthew S. Hardin Attorney In Fact July 15, 1997
Assistant Secretary For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President and Trustee
John W. McGonigle* Treasurer
(Chief Financial 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
C:\MSOFFICE\WINWORD\TEMPLATE\24EMBT.DOT
FEDERATED ADMINISTRATIVE
SERVICES
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
<PAGE>
July 15, 1997
Intermediate Municipal Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion in connection with the registration by
Intermediate Municipal Trust ("Trust") of an additional 5,388,541 Shares of
Beneficial Interest ("Shares") pursuant to Post-effective Amendment No. 27 to
the Trust's registration statement filed with the Securities and Exchange
Commission under the Securities Act of 1933 (File No. 2-98237). 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 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 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/ Matthew S. Hardin
Matthew S. Hardin
Fund Attorney
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 01
<NAME> Intermediate Municipal Trust
Federated Intermediate Municipal Trust
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> May-31-1997
<PERIOD-END> May-31-1997
<INVESTMENTS-AT-COST> 220,342,363
<INVESTMENTS-AT-VALUE> 229,154,462
<RECEIVABLES> 7,138,101
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 236,292,563
<PAYABLE-FOR-SECURITIES> 2,057,382
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,729,386
<TOTAL-LIABILITIES> 3,786,768
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 229,417,851
<SHARES-COMMON-STOCK> 22,152,982
<SHARES-COMMON-PRIOR> 20,970,996
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (5,724,155)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 8,812,099
<NET-ASSETS> 232,505,795
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 12,345,367
<OTHER-INCOME> 0
<EXPENSES-NET> 1,241,809
<NET-INVESTMENT-INCOME> 11,103,558
<REALIZED-GAINS-CURRENT> 1,164,828
<APPREC-INCREASE-CURRENT> 866,681
<NET-CHANGE-FROM-OPS> 13,135,067
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 11,103,558
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,750,189
<NUMBER-OF-SHARES-REDEEMED> 8,183,995
<SHARES-REINVESTED> 228,984
<NET-CHANGE-IN-ASSETS> 14,111,919
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (13,538,569)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 872,976
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,815,352
<AVERAGE-NET-ASSETS> 219,439,254
<PER-SHARE-NAV-BEGIN> 10.410
<PER-SHARE-NII> 0.530
<PER-SHARE-GAIN-APPREC> 0.090
<PER-SHARE-DIVIDEND> 0.530
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.500
<EXPENSE-RATIO> 0.57
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 03
<NAME> Federated Intermediate Muncipal Trust
Federated Ohio Intermediate Municipal Trust
<PERIOD-TYPE> 12-Mos
<FISCAL-YEAR-END> May-31-1997
<PERIOD-END> May-31-1997
<INVESTMENTS-AT-COST> 8,207,550
<INVESTMENTS-AT-VALUE> 8,455,055
<RECEIVABLES> 158,013
<ASSETS-OTHER> 79,213
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 8,692,282
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 32,049
<TOTAL-LIABILITIES> 32,049
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 8,639,258
<SHARES-COMMON-STOCK> 876,135
<SHARES-COMMON-PRIOR> 859,178
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (205,640)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 247,505
<NET-ASSETS> 8,660,233
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 451,235
<OTHER-INCOME> 0
<EXPENSES-NET> 39,297
<NET-INVESTMENT-INCOME> 411,938
<REALIZED-GAINS-CURRENT> (20,891)
<APPREC-INCREASE-CURRENT> 140,046
<NET-CHANGE-FROM-OPS> 531,093
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 411,938
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 443,663
<NUMBER-OF-SHARES-REDEEMED> 438,112
<SHARES-REINVESTED> 11,406
<NET-CHANGE-IN-ASSETS> 284,956
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (253,028)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 43,249
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 336,354
<AVERAGE-NET-ASSETS> 8,665,582
<PER-SHARE-NAV-BEGIN> 9.750
<PER-SHARE-NII> 0.470
<PER-SHARE-GAIN-APPREC> 0.130
<PER-SHARE-DIVIDEND> 0.470
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 9.880
<EXPENSE-RATIO> 0.45
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 02
<NAME> Intermediate Municipal Trust
Federated Pennsylvania Intermediate Municipal
Trust
<PERIOD-TYPE> 12-Mos
<FISCAL-YEAR-END> May-31-1997
<PERIOD-END> May-31-1997
<INVESTMENTS-AT-COST> 13,723,427
<INVESTMENTS-AT-VALUE> 14,132,714
<RECEIVABLES> 1,050,153
<ASSETS-OTHER> 7,078
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 15,189,945
<PAYABLE-FOR-SECURITIES> 716,198
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 56,978
<TOTAL-LIABILITIES> 773,176
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 14,184,456
<SHARES-COMMON-STOCK> 1,418,321
<SHARES-COMMON-PRIOR> 1,505,578
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (176,974)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 409,287
<NET-ASSETS> 14,416,769
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 824,635
<OTHER-INCOME> 0
<EXPENSES-NET> 70,642
<NET-INVESTMENT-INCOME> 753,993
<REALIZED-GAINS-CURRENT> 11,890
<APPREC-INCREASE-CURRENT> 250,674
<NET-CHANGE-FROM-OPS> 1,016,557
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 753,993
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 536,995
<NUMBER-OF-SHARES-REDEEMED> 641,073
<SHARES-REINVESTED> 16,821
<NET-CHANGE-IN-ASSETS> (637,437)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (188,864)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 77,730
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 396,117
<AVERAGE-NET-ASSETS> 15,471,941
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> 0.490
<PER-SHARE-GAIN-APPREC> 0.160
<PER-SHARE-DIVIDEND> 0.490
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.160
<EXPENSE-RATIO> 0.45
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
Intermediate Municipal Trust
Federated Investors
Federated Investors Tower
Pittsburgh, PA 15222-3779
July 15, 1997
EDGAR Operations Branch
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, N.W.
Washington, DC 20549
RE: INTERMEDIATE MUNICIPAL TRUST
1933 Act File No. 2-98237
1940 Act File No. 811-4314
Dear Sir or Madam:
Enclosed is Post-Effective Amendment No. 27 under the Securities Act of
1933 which has been filed electronically via EDGAR. This Post-Effective
Amendment is being submitted for the purpose of registering additional shares of
beneficial interest, no par value, of the Registrant pursuant to the provisions
of Section 24 (e) (1) and Rule 24e-2 of the Investment Company Act of 1940.
As indicated on the facing page of the Amendment, the Registrant has
specified that this filing become effective immediately upon filing pursuant to
the provisions of Rule 485 (b) of the Securities Act of 1933. As required by
that Rule, the Registrant has represented on the signature page that the
Amendment meets all of the requirements for effectiveness pursuant to paragraph
(b) thereof.
Very truly yours,
/s/ Matthew S. Hardin
Matthew S. Hardin
Assistant Secretary
Enclosures
cc: Matthew G. Maloney, Esquire
Linda L. Banas
