Reg. No. 33-53553
811-5911
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
X Pre-Effective Amendment No. 3
Post-Effective Amendment No.
FEDERATED MUNICIPAL TRUST
(Exact Name of Registrant as Specified in Charter)
(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)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this
Registration Statement.
Registrant has filed with the Securities and Exchange
Commission a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 that it elects to register an
indefinite amount of securities under the Securities Act of 1933
and filed the Notice required by that Rule for Registrant's most
recent fiscal year on October 31, 1993.
Copies to:
Thomas J. Donnelly, Esquire Matthew G. Maloney, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin, L.L.P.
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a),
may determine.
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. 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
Trust, the Portfolio and
the Fund
6. Information About the Company
Being Acquired........................ Information About
the Trust, the Portfolio
and the Fund
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
CALIFORNIA MUNICIPAL CASH TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Dear Shareholder:
The Board of Trustees and management of California
Municipal Cash Trust (the "Fund") are pleased to submit for your
vote a proposal to sell all of the Fund's assets to California
Municipal Cash Trust (the "Portfolio"), a portfolio of Federated
Municipal Trust (the "Trust"), a money market mutual fund advised
by Federated Management. The Portfolio has an investment
objective similar to that of the Fund. As part of the
transaction, shareholders in the Fund would receive shares in the
Portfolio equal in value to their shares in the Fund and the Fund
would be dissolved.
The Board of Trustees of the Fund, as well as Federated
Management, the Fund's adviser, believe the proposed agreement
and plan of reorganization is in the best interest of Fund
shareholders for the following reasons:
-- The Trust offers a variety of investment
portfolios which invest in money market municipal
securities of individual states and the
reorganization of the Fund as a portfolio of the
Trust is expected to provide operating efficiencies
as a result of the common management and investment
advisory services provided to each of these
portfolios, including the Portfolio.
-- The transaction may result in economies of scale to
the extent that certain expenses previously borne by
the Fund will be shared by all of the portfolios of
the Trust.
We believe the sale of the Fund's assets in this
transaction will present an excellent investment opportunity for
our shareholders. Your vote on the transaction is critical to
its success. The sale will be effected only if approved by the
lesser of the holders of a majority of the Fund's outstanding
shares on the record date or two-thirds of the shares voted at
the meeting at which a quorum is present or represented by proxy.
We hope you share our enthusiasm and will participate by casting
your vote in person, or by proxy if you are unable to attend the
meeting. Please read the enclosed prospectus/proxy statement
carefully before you vote. If you have any questions, please
feel free to call us at 800-245-5000.
Thank you for your prompt attention and participation.
Sincerely,
California Municipal Cash Trust
Glen R. Johnson
President
CALIFORNIA MUNICIPAL CASH TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO SHAREHOLDERS OF CALIFORNIA MUNICIPAL CASH TRUST:
A Special Meeting of Shareholders of California Municipal Cash
Trust (the "Fund") will be held at 9:00 a.m. on August 5, 1994 at
the office of the Fund, Federated Investors Tower, 19th Floor,
Pittsburgh, Pennsylvania 15222-3779 for the following purposes:
1. To approve or disapprove a proposed Agreement and
Plan of Reorganization between the Fund and
Federated Municipal Trust (the "Trust"), on behalf
of its portfolio, California Municipal Cash Trust
(the "Portfolio"), whereby the Trust would acquire
all of the assets of the Fund in exchange for
Portfolio shares to be distributed pro rata by the
Fund to its shareholders in complete liquidation and
dissolution of the Fund; and
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
By Order of the Board of
Trustees,
Dated: June 20, 1994 John W. McGonigle
Secretary
Shareholders of record at the close of business June 6,
1994 are entitled to vote at the meeting. Whether or not you
plan to attend the meeting, please sign and return the enclosed
proxy card. Your vote is important.
To secure the largest possible representation and to save
the expense of further mailings, please mark your proxy card,
sign it, and return it in the enclosed envelope, which requires
no postage if mailed in the United States. You may revoke your
proxy at any time at or before the meeting or vote in person if
you attend the meeting.
PROSPECTUS/PROXY STATEMENT
JUNE 17, 1994
Acquisition of the Assets of
CALIFORNIA MUNICIPAL CASH TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-245-5000
By and in exchange for shares of
CALIFORNIA MUNICIPAL CASH TRUST
a Portfolio of FEDERATED MUNICIPAL TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-245-5000
This Prospectus/Proxy Statement describes the proposed
Agreement and Plan of Reorganization (the "Plan") whereby
Federated Municipal Trust, a Massachusetts business trust (the
"Trust"), on behalf of its portfolio California Municipal Cash
Trust (the "Portfolio"), would acquire all of the assets of
California Municipal Cash Trust, a Massachusetts business trust
(the "Fund"), in exchange for Portfolio shares to be distributed
pro rata by the Fund to its shareholders in complete liquidation
and dissolution of the Fund. As a result of the Plan, each
shareholder of the Fund will become the owner of Portfolio shares
having a total net asset value equal to the total net asset value
of his or her holdings in the Fund.
The Trust is an open-end management investment company
which currently includes several portfolios, each of which has a
distinct investment objective. The Portfolio is a newly-
organized portfolio of the Trust whose investment objective is to
provide current income which is exempt from federal regular
income tax and the personal income taxes imposed by the state of
California consistent with stability of principal. The Portfolio
pursues this investment objective by investing primarily in
California municipal securities with remaining maturities of 13
months or less at the time of purchase by the Portfolio. As a
matter of investment policy, which cannot be changed without the
approval of shareholders, the Portfolio invests so that at least
80% of its annual interest income is exempt from federal regular
and California state income tax. The Fund has a similar
investment objective, which it pursues by investing primarily in
California municipal securities with remaining maturities of 397
days or less at the time of purchase by the Fund. Both the
Portfolio and the Fund are money market mutual funds which seek
to stabilize their offering and redemption prices at $1.00 per
share, although there can be no assurance that either the
Portfolio or the Fund will be able to do so. An investment in
the Portfolio or Fund is neither insured nor guaranteed by the
United States government. For a comparison of the investment
policies of the Portfolio and the Fund, see "Summary-Investment
Objectives and Policies".
This Prospectus/Proxy Statement should be retained for
future reference. It sets forth concisely the information about
the Trust and the Portfolio that a prospective investor should
know before investing. This Prospectus/Proxy Statement is
accompanied by the Prospectus of the Portfolio dated June 16,
1994 which is incorporated herein by reference. Statements of
Additional Information for the Portfolio dated June 16, 1994
(relating to the Portfolio's prospectus of the same date) and
June 17, 1994 (relating to this Prospectus/Proxy Statement)
containing additional information have been filed with the
Securities and Exchange Commission and are incorporated herein by
reference. Copies of the Statements of Additional Information
may be obtained without charge by writing or calling the Trust at
the address and telephone number shown above.
INVESTMENTS IN BOTH THE PORTFOLIO AND THE FUND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT. BOTH THE PORTFOLIO AND THE
FUND ATTEMPT TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE; THERE CAN BE NO ASSURANCE THAT THEY WILL BE ABLE TO DO SO.
THE SHARES OFFERED BY THIS PROSPECTUS/PROXY STATEMENT ARE NOT
DEPOSITS OR OBLIGATIONS OF ANY BANK, ARE NOT ENDORSED OR
GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
TABLE OF CONTENTS
Summary..........................................................
...... 11
Risk
Factors..........................................................
. 18
Information About the
Reorganization................................... 19
Information About the Trust, the Portfolio and the
Fund................ 26
Voting
Information.....................................................
28
SUMMARY
About the Proposed Reorganization
The Board of Trustees of California Municipal Cash Trust
(the "Fund") has voted to recommend to shareholders of the Fund
the approval of an Agreement and Plan of Reorganization (the
"Plan") whereby Federated Municipal Trust, a Massachusetts
business trust (the "Trust"), on behalf of its portfolio,
California Municipal Cash Trust (the "Portfolio"), would acquire
all of the assets of the Fund in exchange for Portfolio shares to
be distributed pro rata by the Fund to its shareholders in
complete liquidation and dissolution of the Fund (the
"Reorganization"). As a result of the Reorganization, each
shareholder of the Fund will become the owner of Portfolio shares
having a total net asset value equal to the total net asset value
of his or her holdings in the Fund on the date of the
Reorganization, i.e., the Closing Date. Neither the Fund nor the
Portfolio Shareholders currently have any exchange rights.
As a condition to the Reorganization transactions, the
Trust and the Fund will receive an opinion of counsel that the
Reorganization will be considered a tax-free "reorganization"
under applicable provisions of the Internal Revenue Code so that
no gain or loss will be recognized by either the Trust or the
Fund or their shareholders. The tax cost basis of the Portfolio
shares received by Fund shareholders will be the same as the tax
cost basis of their shares in the Fund.
After the acquisition is completed, the Fund will
dissolve and deregister as an investment company under the
Investment Company Act of 1940 (the "1940 Act").
Investment Objectives and Policies
The investment objective of the Portfolio is to provide
current income which is exempt from federal regular income tax
and the personal income taxes imposed by the state of California
consistent with stability of principal. The Portfolio pursues
its investment objective by investing primarily in California
municipal securities with remaining maturities of 13 months or
less at the time of purchase by the Portfolio, including
securities of states, territories, and possessions of the United
States, which are not issued by or on behalf of California or its
political subdivisions and financing authorities, but which
provide income exempt from the federal regular and California
state income taxes. The Portfolio invests so that at least 80%
of its annual interest income is exempt from federal regular and
California state income tax. This investment policy may not be
changed without the approval of shareholders.
The investment objective of the Fund is identical to that
of the Portfolio. The Fund pursues its investment strategy by
investing primarily in California municipal securities and the
other governmental securities listed above but it is not subject
to the 80% yearly income requirement. Instead, the Fund invests
so that at least 80% of its net assets are invested in California
municipal securities. The Trust does not believe that the
Portfolio's policy of investing so that at least 80% of its
annual interest income is exempt from federal regular and
California state income tax is materially different from the
Fund's policy of investing at least 80% of its net assets in
California municipal securities or that such difference in
investment policy will have a material effect on shareholders of
the Fund who become Portfolio shareholders as a result of the
Reorganization.
The municipal securities in which the Fund and the
Portfolio invest must either be rated in one of the two highest
short-term rating categories by one or more nationally recognized
statistical rating organizations ("NRSROs") or be of comparable
quality to securities having such ratings. A NRSRO's two highest
rating categories are determined without regard for sub-
categories and gradations.
With respect to both the Portfolio and the Fund, unless
otherwise indicated, the investment policies may be changed by
the Board of Trustees without the approval of shareholders.
Shareholders will, however, be notified before any material
changes become effective.
Both the Portfolio and the Fund are subject to certain
investment limitations. The Portfolio has certain investment
limitations which prohibit it from borrowing money or pledging
securities except that, under certain circumstances, the
Portfolio may borrow up to one-third of the value of its total
assets and pledge up to 15% of the value of those assets to
secure such borrowings. The Fund has similar limitations and
additional limitations which prohibit it from, with respect to
75% of its assets, investing more than 10% of its total assets in
the securities of any one issuer and investing more than 5% of
its total assets in industrial development bonds when the payment
of principal and interest is the responsibility of companies with
less than three years of continuous operations, including the
operation of any predecessor.
Reference is hereby made to the Portfolio's Prospectus
and Statement of Additional Information, each dated June 16,
1994, and to the Fund's Prospectus and Statement of Additional
Information, each dated November 30, 1993, which set forth in
full the investment objectives and policies and investment
restrictions of each of the Portfolio and the Fund.
Advisory and Other Fees
The annual investment advisory fee for each of the
Portfolio and the Fund is 0.50 of 1% of the Portfolio's or the
Fund's, as applicable, average daily net assets. Federated
Management, the investment adviser to the Portfolio (the
"Adviser"), has undertaken to waive a portion of its advisory fee
up to the amount of its advisory fee to reimburse the Portfolio
for operating expenses in excess of limitations imposed by
certain states. The Adviser may further voluntarily waive a
portion of its fee or reimburse the Portfolio for certain
operating expenses. This agreement to waive fees and reimburse
the Portfolio may be terminated by the Adviser at any time in its
discretion. The Adviser, which also serves as investment adviser
to the Fund, has similarly undertaken to reimburse the Fund for
operating expenses in excess of limitations established by
certain states and may waive all or a portion of its fee.
Without such waiver, the expense ratio of each of the Portfolio
and the Fund would be higher by 0.40 and 0.30 of 1%,
respectively, of average daily net assets.
Federated Administrative Services, an affiliate of the
Adviser, provides certain administrative personnel and services
necessary to operate the Portfolio at an annual rate based upon
the average aggregate daily net assets of all funds advised by
the Adviser and its affiliates. The rate charged is 0.15 of 1%
of the first $250 million of all such funds' average aggregate
daily net assets, 0.125 of 1% on the next $250 million, 0.10 of
1% on the next $250 million and 0.075 of 1% of all such funds'
average aggregate daily net assets in excess of $750 million,
with a minimum annual fee per portfolio of $125,000 plus $30,000
for each additional class of such portfolio. Federated
Administrative Services, Inc., an affiliate of the Adviser,
provides similar services and personnel to the Fund at
approximate cost. The administrative fee expense for the Fund's
most recent fiscal year was 0.23 of 1% of its average aggregate
daily net assets. The Portfolio estimates that its
administrative fee expense for the current fiscal year will be
0.096 of 1% of its average aggregate daily net assets.
The Portfolio has a Shareholder Services Plan under which
it may make payments of up to 0.25 of 1% of the average daily net
asset value of the Portfolio to obtain certain services for
shareholders and the maintenance of shareholder accounts. The
Fund does not currently have a Shareholder Services Plan in
effect.
The maximum total annual operating expenses for the
Portfolio is expected to be 0.59% of the average daily net assets
and would be 0.99% of the average daily net assets absent the
voluntary waiver by the Adviser of the investment advisory fee.
The maximum total annual operating expenses for the Fund is 0.59%
of average daily net assets and would be 0.89% of the average
daily net assets absent the voluntary waiver by the Adviser of a
portion of the investment advisory fee.
Distribution Arrangements
Federated Securities Corp. ("FSC") is the principal
distributor for shares of the Trust and has been the principal
distributor for shares of the Fund as well. Neither the
Portfolio nor the Fund have a Rule 12b-1 plan in effect and,
accordingly, do not, nor does FSC, compensate brokers and dealers
for sales and administrative services performed in connection
with sales of Portfolio or Fund shares pursuant to a plan of
distribution adopted pursuant to Rule 12b-1.
Purchase and Redemption Procedures
The transfer agent and dividend disbursing agent for the
Portfolio is Federated Services Company. State Street Bank and
Trust Company is the transfer agent and dividend disbursing agent
for the Fund. Procedures for the purchase and redemption of
Portfolio shares are identical to procedures applicable to the
purchase and redemption of Fund shares. Any questions about such
procedures may be directed to, and assistance in effecting
purchases or redemptions of Portfolio shares may be obtained
from, FSC, principal distributor for each of the Portfolio and
the Fund, at 800-245-5000.
Reference is made to the Prospectus of the Portfolio
dated June 16, 1994, and the Prospectus of the Fund dated
November 30, 1993 for a complete description of the purchase and
redemption procedures applicable to purchases and redemptions of
Portfolio and Fund shares, respectively, each of which is
incorporated herein by reference thereto. Set forth below is a
brief listing of the significant purchase and redemption
procedures of each of the Portfolio and the Fund.
Purchases of shares may be made by wire or by check. The
minimum initial investment in each of the Portfolio and the Fund
is $25,000; however, an account may be opened with a smaller
amount as long as the $25,000 minimum is reached within 90 days.
All accounts maintained by an institutional investor will be
combined together to determine whether such minimum investment
requirement is met.
The net asset value is calculated at 9:00 a.m. (Pacific
time), 10:00 a.m. (Pacific time) and 1:00 p.m. (Pacific time), on
each day on which the Portfolio and the Fund compute their net
asset values. Purchase orders received by wire before 10:00 a.m.
(Pacific time) begin earning dividends that day. Purchase orders
received by check begin earning dividends on the day after the
check is converted into federal funds, which normally occurs one
day after receipt by State Street Bank and Trust Company, the
custodian for both the Portfolio and the Fund.
Redemptions may be made by telephone or by mailing a
written request. Shares are redeemed at their net asset value
next determined after the redemption request is received.
Proceeds will be distributed by wire or check. Checkwriting
privileges and debit cards are also available at the
shareholder's request upon payment of a fee. Checks may not be
written to close an account.
Tax Consequences
As a condition to the Reorganization transactions, the
Trust and the Fund will receive an opinion of counsel that the
Reorganization will be considered a tax-free "reorganization"
under applicable provisions of the Internal Revenue Code so that
no gain or loss will be recognized by either the Trust or the
Fund or their shareholders. The tax cost basis of the Portfolio
shares received by Fund shareholders will be the same as the tax
cost basis of their shares in the Fund.
RISK FACTORS
Investments in the Portfolio and the Fund are not insured
and are not guaranteed by the United States government, the state
of California or any other entity. Investment in the Portfolio
is subject to certain risks which are set forth in the
Portfolio's Prospectus dated June 16, 1994 and the Statement of
Additional Information dated June 16, 1994 and incorporated
herein by reference thereto. Briefly, these risks include, but
are not limited to, the ability of the issuers of securities
owned by the Portfolio to meet their obligations for the payment
of principal and interest when due, actions by any governmental
body of the state of California which have adverse consequences
on the ability of such issuers to do so and the non-diversified
structure of the Portfolio. In recent years, the state of
California and its municipal subdivisions and public authorities
have encountered, and continue to encounter, economic and
budgetary difficulties which have adversely affected the
financial condition of the state and certain of its municipal
issuers. These difficulties are not expected to be resolved in
the near future. Investment in the Fund carries identical risks,
as more fully described in the Fund's Prospectus dated
November 30, 1993 and the Statement of Additional Information
dated November 30, 1993.
INFORMATION ABOUT THE REORGANIZATION_
Background and Reasons for the Proposed Reorganization
The Fund was established as a Massachusetts business
trust in 1989 for the primary purpose of providing banks and
other institutions that hold assets for individuals, trusts,
estates or partnerships with an investment vehicle which provides
income which is exempt from federal regular income tax and
California personal income tax. Although the Board of Trustees
of the Fund has been satisfied with the Fund's performance, it,
and the Adviser to the Fund, believe that the management
structure can be simplified and economies of scale possibly
achieved by reorganizing the Fund as a portfolio of the Trust
rather than remaining as a separate entity. Accordingly, the
Adviser has recommended to the Trustees of the Trust that the
Portfolio be organized for the purpose of acquiring the Fund's
assets and thereby reorganizing the Fund as a portfolio of the
Trust. The Adviser similarly recommended to the Trustees of the
Fund that its assets be transferred to the Trust, on behalf of
the Portfolio, in order to reorganize it as a separate portfolio
of the Trust. In connection with this proposal, the Adviser
emphasized the common advisory services provided by the Adviser
to the Fund and the Trust, the similar investment objectives and
policies of the Fund and the Portfolio and the administrative
convenience and simplification of management achievable by
operating the Fund as a portfolio of the Trust which has several
money market portfolios, each of which is designed for
investments in the securities of various individual states, their
municipalities and political subdivisions. The Trust currently
includes the following portfolios: Alabama Municipal Cash Trust,
California Municipal Cash Trust, Connecticut Municipal Cash
Trust, Massachusetts Municipal Cash Trust, Maryland Municipal
Cash Trust, Minnesota Municipal Cash Trust, New Jersey Municipal
Cash Trust, New York Municipal Cash Trust, North Carolina
Municipal Cash Trust, Ohio Municipal Cash Trust, Pennsylvania
Municipal Cash Trust and Virginia Municipal Cash Trust.
Information concerning each of these portfolios may be obtained
by contacting FSC, the principal distributor for each portfolio
of the Trust, at the address or telephone number set forth on the
cover page of this Prospectus/Proxy Statement.
The Fund's Board of Trustees concluded that
reorganization of the Fund as a portfolio of the Trust could
provide for operating efficiencies and economies of scale. The
Fund's Trustees also noted that Fund shareholders would continue
to receive the same quality investment management services from
the Adviser as shareholders of the Portfolio. The Fund's Board
of Trustees, including a majority of the independent Trustees,
additionally determined that participation in the Reorganization
is in the best interests of the Fund and that the interests of
the Fund shareholders would not be diluted as a result of its
effecting the Reorganization. Based upon the foregoing
considerations, and the fact that shareholders of the Fund will
not suffer any adverse tax consequences as a result of the
Reorganization, the Board of Trustees of the Fund unanimously
voted to approve, and recommend to Fund shareholders the approval
of, the Reorganization.
The Trustees of the Trust, including the independent
Trustees, have unanimously concluded that consummation of the
Reorganization is in the best interests of the Trust and the
shareholders of the Portfolio and that the interests of Portfolio
shareholders would not be diluted as a result of effecting the
Reorganization and have unanimously approved the Plan.
Description of the Plan of Reorganization
The Plan provides that the Trust, on behalf of the
Portfolio, will acquire all of the assets, and assume all of the
liabilities, of the Fund in exchange for Portfolio shares to be
distributed pro rata by the Fund to its shareholders in complete
liquidation and dissolution of the Fund on or about August 12,
1994 (the "Closing Date"). Because both the Portfolio and the
Fund seek to maintain a constant net asset value of $1.00 per
share, it is expected that Fund shareholders will receive the
same number of shares in the Portfolio as they held in the Fund
immediately prior to the Closing Date. Shareholders of the Fund
will become shareholders of the Portfolio as of 1:00 p.m.
(Pacific time) on the Closing Date and will begin accruing
dividends on the next day. Shareholders of the Fund will earn
their last dividend from the Fund on the Closing Date.
Consummation of the Reorganization is subject to the
conditions set forth in the Plan, including receipt of an opinion
in form and substance satisfactory to the Fund and the Trust, on
behalf of the Portfolio, as described under the caption "Federal
Income Tax Consequences" below. The Plan may be terminated and
the Reorganization may be abandoned at any time before or after
approval by shareholders of the Fund prior to the Closing Date by
either party if it believes that consummation of the
Reorganization would not be in the best interests of its
shareholders.
The Adviser is responsible for the payment of all
expenses of the Reorganization incurred by either party, whether
or not the Reorganization is consummated. Such expenses include,
but are not limited to, legal fees, registration fees, transfer
taxes (if any), the fees of banks and transfer agents and the
costs of preparing, printing, copying and mailing proxy
solicitation materials to the Fund's shareholders and the costs
of holding the Special Meeting of Shareholders.
The foregoing description of the Plan entered into
between the Trust, on behalf of the Portfolio, and the Fund is
qualified in its entirety by the terms and provisions of the
Plan, a copy of which is attached hereto as Exhibit A and
incorporated herein by reference thereto.
Description of Portfolio Shares
Shares of the Portfolio to be issued to shareholders of
the Fund under the Plan will be fully paid and nonassessable when
issued and transferable without restriction and will have no
preemptive or conversion rights. Reference is hereby made to the
Prospectus of the Portfolio dated June 16, 1994 provided herewith
for additional information about Portfolio shares.
Federal Income Tax Consequences
As a condition to the Reorganization transactions, the
Trust, on behalf of the Portfolio, and the Fund will receive an
opinion from Dickstein, Shapiro & Morin, L.L.P., counsel to the
Trust and the Fund, to the effect that, on the basis of the
existing provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), current administrative rules and court
decisions, for federal income tax purposes: (1) the
Reorganization as set forth in the Plan will constitute a tax-
free reorganization under section 368(a)(1)(F) of the Code;
(2) no gain or loss will be recognized by the Portfolio upon its
receipt of the Fund's assets in exchange for Portfolio shares;
(3) the holding period and basis for the Fund's assets acquired
by the Portfolio will be the same as the holding period and the
basis to the Fund immediately prior to the Reorganization; (4) no
gain or loss will be recognized by the Fund upon transfer of its
assets to the Portfolio in exchange for Portfolio shares; (5) no
gain or loss will be recognized by shareholders of the Fund upon
exchange of their Fund shares for Portfolio shares; (6) the
holding period of Portfolio shares received by shareholders of
the Fund pursuant to the Plan will be the same as the holding
period of Fund shares held immediately prior to the
Reorganization, provided the Fund shares were held as capital
assets on the date of the Reorganization; and (7) the basis of
Portfolio shares received by shareholders of the Fund pursuant to
the Plan will be the same as the basis of Fund shares held
immediately prior to the Reorganization.
Comparative Information on Shareholder Rights and Obligations
Each of the Trust and the Fund is organized as a business
trust pursuant to a Declaration of Trust under the laws of the
Commonwealth of Massachusetts. The rights of shareholders of the
Trust and shareholders of the Fund as set forth in the applicable
Declaration of Trust and Bylaws are substantially identical. Set
forth below is a brief summary of the significant rights of
shareholders of the Portfolio and of the Fund.
Neither the Portfolio nor the Fund are required to hold
annual meetings of shareholders. Shareholder approval is
necessary only for certain changes in operations or the election
of trustees under certain circumstances. A special meeting of
shareholders of either the Trust or the Fund for any permissible
purpose is required to be called by the Trustees upon the written
request of the holders of at least 10% of the outstanding shares
of the Trust or the Fund, as the case may be.
Under certain circumstances, shareholders of the
Portfolio may be held personally liable as partners under
Massachusetts law for obligations of the Trust. To protect
shareholders of the Portfolio, the Trust has filed legal
documents with the Commonwealth of Massachusetts that expressly
disclaim the liability of shareholders of the Portfolio for such
acts or obligations of the Trust. These documents require that
notice of this disclaimer be given in each agreement, obligation
or instrument that the Trust or its trustees enter into or sign
on behalf of the Trust.
In the unlikely event a shareholder of the Portfolio is
held personally liable for the Trust's obligations, the Trust is
required to use its property to protect or compensate the
shareholder. On request, the Trust will defend any claims made
and pay any judgment against a shareholder of the Portfolio for
any act or obligation of the Trust. Therefore, financial loss
resulting from liability as a shareholder of the Portfolio will
occur only if the Trust cannot meet its obligations to indemnify
shareholders and pay judgments against them from the assets of
the Trust.
Shareholders of the Fund have the same potential
liability under Massachusetts law.
Capitalization
The following table sets forth the capitalization of the
Portfolio and the Fund as of June 6, 1994 and on a pro forma
basis as of that date:
Portfolio Fund Pro Forma Combined
Net Assets $100 $96,709,403 $96,709,503
Price Per Share $1.00 $1.00 $1.00
INFORMATION ABOUT THE TRUST, THE
PORTFOLIO AND THE FUND
California Municipal Cash Trust, a portfolio of Federated
Municipal Trust
Information about the Trust and the Portfolio is
contained in the Portfolio's current Prospectus dated June 16,
1994, a copy of which is included herewith and incorporated by
reference herein. Additional information about the Trust and the
Portfolio is included in the Portfolio's Statement of Additional
Information dated June 16, 1994, which is incorporated herein by
reference. Copies of the Statement of Additional Information,
which has been filed with the Securities and Exchange Commission
(the "SEC"), may be obtained without charge by contacting the
Trust at 1-800-245-5000 or by writing the Trust at Federated
Investors Tower, Pittsburgh, PA 15222-3779. The Trust, on behalf
of the Portfolio, is subject to the informational requirements of
the Securities Act of 1933 (the "1933 Act"), the Securities
Exchange Act of 1934 (the "1934 Act") and the 1940 Act and in
accordance therewith files reports and other information with the
SEC. Reports, proxy and information statements and other
information filed by the Trust, on behalf of the Portfolio, can
be obtained by calling or writing the Trust and can also be
inspected and copied by the public at the public reference
facilities maintained by the SEC in Washington, D.C. located at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
certain of its regional offices located at Suite 1400,
Northwestern Atrium Center, 500 West Madison Street, Chicago, IL
60621 and 13th Floor, Seven World Trade Center, New York, NY
10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Branch, Office of Consumer
Affairs and Information Services, SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
This Prospectus/Proxy Statement, which constitutes part
of a Registration Statement filed by the Trust, on behalf of the
Portfolio, with the SEC under the 1933 Act, omits certain of the
information contained in the Registration Statement. Reference
is hereby made to the Registration Statement and to the exhibits
thereto for further information with respect to the Trust, the
Portfolio and the shares offered hereby. Statements contained
herein concerning the provisions of documents are necessarily
summaries of such documents, and each such statement is qualified
in its entirety by reference to the copy of the applicable
documents filed with the SEC.
California Municipal Cash Trust
Information about the Fund is contained in the Fund's
current Prospectus dated November 30, 1993 and its Statement of
Additional Information dated November 30, 1993, which are
incorporated herein by reference. Financial Statements for the
Fund for the six months ended March 31, 1993 may be found in the
Statement of Additional Information dated June 17, 1994 relating
to this Prospectus/Proxy Statement, which has been filed by the
Trust with the SEC. Copies of such Prospectus and Statements of
Additional Information may be obtained without charge from the
Trust by calling 1-800-245-5000 or by writing to the Trust at
Federated Investors Tower, Pittsburgh, PA 15222-3779. The Fund
is subject to the informational requirements of the 1933 Act, the
1934 Act and the 1940 Act and in accordance therewith files
reports and other information with the SEC. Reports, proxy and
information statements and other information filed by the Fund
can be obtained by calling or writing the Fund and can also be
inspected at the public reference facilities maintained by the
SEC or obtained at prescribed rates at the addresses listed in
the previous section.
VOTING INFORMATION
This Prospectus/Proxy Statement is furnished in
connection with the solicitation by the Board of Trustees of the
Fund of proxies for use at the Special Meeting of Shareholders
(the "Meeting") to be held on August 5, 1994 and at any
adjournment thereof. The proxy confers discretionary authority
on the persons designated therein to vote on other business not
currently contemplated which may properly come before the
Meeting. A proxy, if properly executed, duly returned and not
revoked, will be voted in accordance with the specifications
thereon; if no instructions are given, such proxy will be voted
in favor of the Plan. A shareholder may revoke a proxy at any
time prior to use by filing with the Secretary of the Fund an
instrument revoking the proxy, by submitting a proxy bearing a
later date or by attending and voting at the Meeting.
The cost of the solicitation, including the printing and
mailing of proxy materials, will be borne by the Adviser. In
addition to solicitations through the mails, proxies may be
solicited by officers, employees and agents of the Fund and the
Adviser at no additional cost to the Fund. Such solicitations
may be by telephone. The Adviser will reimburse custodians,
nominees and fiduciaries for the reasonable costs incurred by
them in connection with forwarding solicitation materials to the
beneficial owners of shares held of record by such persons.
Outstanding Shares and Voting Requirements
The Board of Trustees of the Fund has fixed the close of
business on une 6, 1994 as the record date for the determination
of shareholders entitled to notice of and to vote at the Special
Meeting of Shareholders and any adjournment thereof. As of the
record date, there were 96,709,403 shares of the Fund
outstanding. Each Fund share is entitled to one vote and
fractional shares have proportionate voting rights. On the
record date, Fiduciary Trust Company International owned of
record 19,481,500 shares, or 20.14%, Citibank, N.A. owned of
record 15,749,733 shares, or 16.28%, Kenpar & Co. owned of record
7,479,837 shares, or 7.73%, Republic & Co. owned of record
6,474,100 shares, or 6.69%, and First Interstate Bank of Arizona,
N.A. owned of record 6,179,561 shares, or 6.38%, of the Fund's
outstanding shares and each such shareholder will own the same
number of shares of the Portfolio after the consummation of the
Reorganization if no further purchases or redemptions are made by
such shareholder. On such date, no other person owned of record,
or to the knowledge of the Adviser, beneficially owned, 5% or
more of the Fund's outstanding shares. On the record date, the
trustees and officers of the Fund as a group owned less than 1%
of the outstanding shares of the Fund.
As of the record date, there were 100 shares of the
Portfolio outstanding all of which were owned by the Adviser.
Approval of the Plan requires the affirmative vote of the
lesser of a majority of the Fund's outstanding shares or the
affirmative vote of two-thirds of the shares voted at the meeting
at which a quorum is present or represented by proxy. The votes
of shareholders of the Portfolio are not being solicited since
their approval is not required in order to effect the
Reorganization.
A majority of the outstanding shares of the Fund,
represented in person or by proxy, will be required to constitute
a quorum at the Special Meeting for the purpose of voting on the
proposed Reorganization. For purposes of determining the
presence of a quorum, shares represented by abstentions and
"broker non-votes" will be counted as present, but not as votes
cast, at the Special Meeting. Under the Fund's Declaration of
Trust, the approval of any action submitted to shareholders is
determined on the basis of a majority of votes entitled to be
cast at the Special Meeting. Under the 1940 Act, however,
matters subject to the requirements of the 1940 Act, including
the Reorganization, are determined on the basis of a percentage
of votes present at the Special Meeting, which would have the
effect of treating abstentions and "broker non-votes" as if they
were votes against the proposal.
Dissenter's Right of Appraisal
Shareholders of the Fund objecting to the Reorganization
have no appraisal rights under the Fund's Declaration of Trust or
Massachusetts law. Under the Plan, if approved by Fund
shareholders, each Fund shareholder will become the owner of
Portfolio shares having a total net asset value equal to the
total net asset value of his or her holdings in the Fund at the
Closing Date.
Other Matters
Management of the Fund knows of no other matters that may
properly be, or which are likely to be, brought before the
meeting. However, if any other business shall properly come
before the meeting, the persons named in the proxy intend to vote
thereon in accordance with their best judgment.
So far as management is presently informed, there is no
litigation pending or threatened against the Trust.
Whether or not shareholders expect to attend the meeting,
all shareholders are urged to sign, fill in and return the
enclosed proxy form promptly.
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated May 6, 1994
(the "Agreement"), between FEDERATED MUNICIPAL TRUST, a
Massachusetts business trust (the "Trust") on behalf of its
portfolio CALIFORNIA MUNICIPAL CASH TRUST (hereinafter called the
"Acquiring Fund"), and CALIFORNIA MUNICIPAL CASH TRUST, a
Massachusetts business trust (hereinafter called the "Acquired
Fund").
This Agreement is intended to be and is adopted as a plan
of reorganization and liquidation within the meaning of Section
368(a)(1)(F) of the United States Internal Revenue Code of 1986,
as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer of all of the
assets of the Acquired Fund in exchange solely for shares of
beneficial interest of the Acquiring Fund (the "Acquiring Fund
Shares") and the distribution, after the Closing Date hereinafter
referred to, of the Acquiring Fund Shares to the shareholders of
the Acquired Fund in liquidation of the Acquired Fund as provided
herein, all upon the terms and conditions hereinafter set forth
in this Agreement.
WHEREAS, the Acquired Fund and the Acquiring Fund are
registered open-end management investment companies and the
Acquired Fund owns securities in which the Acquiring Fund is
permitted to invest;
WHEREAS, both the Acquired Fund and the Acquiring Fund
are authorized to issue their shares of beneficial interest;
WHEREAS, the Board of Trustees, including a majority of
the Trustees who are not "interested persons" (as defined under
the Investment Company Act of 1940, as amended (the "1940 Act")),
of the Acquiring Fund has determined that the exchange of all or
substantially all of the assets of the Acquired Fund for
Acquiring Fund Shares is in the best interests of the Acquiring
Fund shareholders and that the interests of the existing
shareholders of the Acquiring Fund would not be diluted as a
result of this transaction; and
WHEREAS, the Board of Trustees, including a majority of
the Trustees who are not "interested persons" (as defined under
the 1940 Act), of the Acquired Fund has determined that the
exchange of all of the assets of the Acquired Fund for Acquiring
Fund Shares is in the best interests of the Acquired Fund
shareholders and that the interests of the existing shareholders
of the Acquired Fund would not be diluted as a result of this
transaction;
NOW THEREFORE, in consideration of the premises and of
the covenants and agreements hereinafter set forth, the parties
agree as follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR
THE ACQUIRING FUND SHARES AND LIQUIDATION OF THE ACQUIRED
FUND.
1.1 Subject to the terms and conditions contained
herein, the Acquired Fund agrees to assign, transfer and convey
to the Acquiring Fund all of the assets of the Acquired Fund,
including all securities and cash, and the Acquiring Fund agrees
in exchange therefor (i) to deliver to the Acquired Fund the
number of Acquiring Fund Shares, including fractional Acquiring
Fund Shares, determined as set forth in paragraph 2.3. Such
transaction shall take place at the closing (the "Closing") on
the closing date (the "Closing Date") provided for in paragraph
3.1 In lieu of delivering certificates for the Acquiring Fund
Shares, the Acquiring Fund shall credit the Acquiring Fund Shares
to the Acquired Fund's account on the stock record books of the
Acquiring Fund and shall deliver a confirmation thereof to the
Acquired Fund.
1.2 The Acquired Fund will discharge all of its
liabilities and obligations prior to the Closing Date.
1.3 Delivery of the assets of the Acquired Fund to be
transferred shall be made on the Closing Date and shall be
delivered to State Street Bank and Trust Company (hereinafter
called "State Street"), Boston, Massachusetts, the Acquiring
Fund's custodian (the "Custodian"), for the account of the
Acquiring Fund, together with proper instructions and all
necessary documents to transfer to the account of the Acquiring
Fund, free and clear of all liens, encumbrances, rights,
restrictions and claims. All cash delivered shall be in the form
of currency and immediately available funds payable to the order
of the Custodian for the account of the Acquiring Fund.
1.4 The Acquired Fund will pay or cause to be paid to
the Acquiring Fund any dividends or interest received on or after
the Closing Date with respect to assets transferred to the
Acquiring Fund hereunder. The Acquired Fund will transfer to the
Acquiring Fund any distributions, rights or other assets received
by the Acquired Fund after the Closing Date as distributions on
or with respect to the securities transferred. Such assets shall
be deemed included in assets transferred to the Acquiring Fund on
the Closing Date and shall not be separately valued.
1.5 As soon after the Closing Date as is conveniently
practicable (the "Liquidation Date"), the Acquired Fund will
liquidate and distribute pro rata to the Acquired Fund's
shareholders of record, determined as of the close of business on
the Closing Date (the "Acquired Fund Shareholders"), the
Acquiring Fund Shares received by the Acquired Fund pursuant to
paragraph 1.1. Such liquidation and distribution will be
accomplished by the transfer of the Acquiring Fund Shares then
credited to the account of the Acquired Fund on the books of the
Acquiring Fund to open accounts on the share record books of the
Acquiring Fund in the names of the Acquired Fund Shareholders and
representing the respective pro rata number of the Acquiring Fund
Shares due such shareholders. All issued and outstanding shares
of the Acquired Fund will simultaneously be canceled on the books
of the Acquired Fund. Share certificates representing interests
in the Acquired Fund will represent a number of Acquiring Fund
Shares after the Closing Date as determined in accordance with
Section 2.3. The Acquiring Fund shall not issue certificates
representing the Acquiring Fund Shares in connection with such
exchange.
1.6 Ownership of Acquiring Fund Shares will be shown on
the books of the Acquiring Fund's transfer agent. Shares of the
Acquiring Fund will be issued in the manner described in the
Acquiring Fund's current prospectus and statement of additional
information.
1.7 Any transfer taxes payable upon issuance of the
Acquiring Fund Shares in a name other than the registered holder
of the Acquired Fund shares on the books of the Acquired Fund as
of that time shall, as a condition of such issuance and transfer,
be paid by the person to whom such Acquiring Fund Shares are to
be issued and transferred.
1.8 Any reporting responsibility of the Acquired Fund is
and shall remain the responsibility of the Acquired Fund up to
and including the Closing Date and such later dates, with respect
to dissolution and deregistration of the Acquired Fund, on which
the Acquired Fund is deregistered and dissolved.
1.9 The Acquired Fund shall be deregistered as an
investment company under the 1940 Act and dissolved as a
Massachusetts business trust promptly following the Closing Date
and the making of all distributions pursuant to paragraph 1.5.
2. VALUATION
2.1 The value of the Acquired Fund's net assets to be
acquired by the Acquiring Fund hereunder shall be the value of
such assets computed as of 1:00 p.m. (Pacific time) on the
Closing Date (such time and date being hereinafter called the
"Valuation Date"), using the valuation procedures set forth in
the Acquiring Fund's then-current prospectus or statement of
additional information.
2.2 The net asset value of an Acquiring Fund Share shall
be the net asset value per share computed as of 1:00 p.m.
(Pacific time) on the Valuation Date, using the valuation
procedures set forth in the Acquiring Fund's then-current
prospectus or statement of additional information.
2.3 The number of the Acquiring Fund Shares to be issued
(including fractional shares, if any) in exchange for the
Acquired Fund's net assets shall be determined by dividing the
value of the net assets of the Acquired Fund determined using the
same valuation procedures referred to in paragraph 2.1 by the net
asset value of one Acquiring Fund Share determined in accordance
with paragraph 2.2.
2.4 All computations of value shall be made in
accordance with the regular practices of the Acquiring Fund.
3. CLOSING AND CLOSING DATE.
3.1 The Closing Date shall be August 1, 1994 or such
later date as the parties may mutually agree. All acts taking
place at the Closing Date shall be deemed to take place
simultaneously as of the close of business on the Closing Date
unless otherwise provided. The Closing shall be held at 1:00
p.m. (Pacific time) at the offices of the Acquiring Fund,
Federated Investors Tower, Pittsburgh, PA 15222-3779, or such
other time and/or place as the parties may mutually agree.
3.2 If on the Valuation Date (a) the primary trading
market for portfolio securities of the Acquiring Fund or the
Acquired Fund shall be closed to trading or trading thereon shall
be restricted; or (b) trading or the reporting of trading shall
be disrupted so that accurate appraisal of the value of the net
assets of the Acquiring Fund or the Acquired Fund is
impracticable, the Closing Date shall be postponed until the
first business day after the day when trading shall have been
fully resumed and reporting shall have been restored.
3.3 State Street, as transfer agent for each of the
Acquired Fund and Acquiring Fund, shall deliver at the Closing a
certificate of an authorized officer stating that its records
contain the names and addresses of the Acquired Fund Shareholders
and the number and percentage ownership of outstanding shares
owned by each such shareholder immediately prior to the Closing.
The Acquiring Fund shall issue and deliver a confirmation
evidencing the Acquiring Fund Shares to be credited on the
Closing Date to the Secretary of the Acquired Fund, or provide
evidence satisfactory to the Acquired Fund that such Acquiring
Fund Shares have been credited to the Acquired Fund's account on
the books of the Acquiring Fund. At the Closing, each party
shall deliver to the other such bills of sale, checks,
assignments, assumption agreements, share certificates, if any,
receipts or other documents as such other party or its counsel
may reasonably request.
4. REPRESENTATIONS AND WARRANTIES.
4.1 The Acquired Fund represents and warrants to the
Acquiring Fund as follows:
(a) The Acquired Fund is a business trust duly
organized, validly existing and in good standing under the laws
of the Commonwealth of Massachusetts and has power to own all of
its properties and assets and to carry out this Agreement.
(b) The Acquired Fund is registered under the 1940
Act, as an open-end, non-diversified, management investment
company, and such registration has not been revoked or rescinded
and is in full force and effect.
(c) The Acquired Fund is not, and the execution,
delivery and performance of this Agreement will not result, in
material violation of its Declaration of Trust or By-Laws or of
any agreement, indenture, instrument, contract, lease or other
undertaking to which the Acquired Fund is a party or by which it
is bound.
(d) The Acquired Fund has no material contracts or
other commitments outstanding (other than this Agreement) which
will result in liability to it after the Closing Date.
(e) No litigation or administrative proceeding or
investigation of or before any court or governmental body is
currently pending or to its knowledge threatened against the
Acquired Fund or any of its properties or assets which, if
adversely determined, would materially and adversely affect its
financial condition or the conduct of its business. The Acquired
Fund knows of no facts which might form the basis for the
institution of such proceedings, and is not a party to or subject
to the provisions of any order, decree or judgment of any court
or governmental body which materially and adversely affects its
business or its ability to consummate the transactions herein
contemplated.
(f) The current prospectus and statement of
additional information of the Acquired Fund conform in all
material respects to the applicable requirements of the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940
Act and the rules and regulations of the Securities and Exchange
Commission (the "Commission") thereunder and do not include any
untrue statement of a material fact or omit to state any material
fact required to be stated therein as necessary to make the
statements therein, in light of the circumstances under which
they were made, not misleading.
(g) The Statements of Assets and Liabilities of the
Acquired Fund at September 30, 1992 and 1993 have been audited by
Deloitte & Touche, independent auditors, and have been prepared
in accordance with generally accepted accounting principles,
consistently applied, and such statements (copies of which have
been furnished to the Acquiring Fund) fairly reflect the
financial condition of the Acquired Fund as of such dates, and
there are no known contingent liabilities of the Acquired Fund as
of such dates not disclosed therein.
(h) Since September 30, 1993, there has not been
any material adverse change in the Acquired Fund's financial
condition, assets, liabilities or business other than changes
occurring in the ordinary course of business, or any incurrence
by the Acquired Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as otherwise
disclosed to and accepted by the Acquiring Fund.
(i) At the Closing Date, all Federal and other tax
returns and reports of the Acquired Fund required by law to have
been filed by such dates shall have been filed, and all Federal
and other taxes shall have been paid so far as due, or provision
shall have been made for the payment thereof, and to the best of
the Acquired Fund's knowledge no such return is currently under
audit and no assessment has been asserted with respect to such
returns.
(j) For each fiscal year of its operation, the
Acquired Fund has met the requirements of Subchapter M of the
Code for qualification and treatment as a regulated investment
company.
(k) All issued and outstanding shares of the
Acquired Fund are, and at the Closing Date will be, duly and
validly issued and outstanding, fully paid and non-assessable.
All of the issued and outstanding shares of the Acquired Fund
will, at the time of the Closing, be held by the persons and in
the amounts set forth in the records of the transfer agent as
provided in paragraph 3.3. The Acquired Fund does not have
outstanding any options, warrants or other rights to subscribe
for or purchase any of the Acquired Fund shares, nor is there
outstanding any security convertible into any of the Acquired
Fund Shares.
(l) On the Closing Date, the Acquired Fund will
have full right, power and authority to sell, assign, transfer
and deliver the assets to be transferred by it hereunder.
(m) The execution, delivery and performance of this
Agreement will have been duly authorized prior to the Closing
Date by all necessary action on the part of the Acquired Fund's
Trustees and, subject to the approval of the Acquired Fund
Shareholders, this Agreement will constitute the valid and
legally binding obligation of the Acquired Fund enforceable in
accordance with its terms, subject to the effect of bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and
other similar laws relating to or affecting creditors' rights
generally and court decisions with respect thereto, and to
general principles of equity and the discretion of the court
(regardless of whether the enforceability is considered in a
proceeding in equity or at law).
(n) The prospectus/proxy statement of the Acquired
Fund (the "Prospectus/Proxy Statement") to be included in the
Registration Statement referred to in paragraph 5.5 (other than
information therein that relates to the Acquiring Fund) will, on
the effective date of the Registration Statement and on the
Closing Date, not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which such statements were made, not
misleading.
(o) The Acquired Fund has entered into an agreement
under which Federated Management will assume the expense of the
reorganization including accountants' fees, legal fees,
registration fees, transfer taxes (if any), the fees of banks and
transfer agents and the costs of preparing, printing, copying and
mailing proxy solicitation materials to the Acquiring Fund's
shareholders and the costs of holding the Special Meeting of
Shareholders.
4.2 The Acquiring Fund represents and warrants to the
Acquired Fund as follows:
(a) The Trust is a business trust duly organized,
validly existing and in good standing under the laws of the
Commonwealth of Massachusetts and the Acquiring Fund has the
power to carry on its business as it is now being conducted and
to carry out this Agreement.
(b) The Trust is registered under the 1940 Act as
an open-end, non-diversified, management investment company, and
such registration has not been revoked or rescinded and is in
full force and effect.
(c) The current prospectus and statement of
additional information of the Acquiring Fund conform in all
material respectus to the applicable requirements of the 1933 Act
and the 1940 Act and the rules and regulations of the Commission
thereunder and do not include any untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.
(d) The Acquiring Fund is not, and the execution,
delivery and performance of this Agreement will not result, in
material violation of the Trust's Declaration of Trust or By-Laws
or of any agreement, indenture, instrument, contract, lease or
other undertaking to which the Acquiring Fund is a party or by
which it is bound.
(e) No litigation or administrative proceeding or
investigation of or before any court or governmental body is
currently pending or to its knowledge threatened against the
Acquiring Fund or any of its properties or assets which, if
adversely determined, would materially and adversely affect its
financial condition or the conduct of its business. The
Acquiring Fund knows of no facts which might form the basis for
the institution of such proceedings, and is not a party to or
subject to the provisions of any order, decree or judgment of any
court or governmental body which materially and adversely affects
its business or its ability to consummate the transactions
contemplated herein.
(f) The Statement of Assets and Liabilities of the
Acquiring Fund at May 24, 1994, have been audited by Arthur
Andersen, independent auditors, and have been prepared in
accordance with generally accepted accounting principles, and
such statements (copies of which have been furnished to the
Acquired Fund) fairly reflect the financial condition of the
Acquiring Fund as of such date.
(g) Since May 24, 1994, there has not been any
material adverse change in the Acquiring Fund's financial
condition, assets, liabilities or business other than changes
occurring in the ordinary course of business, or any incurrence
by the Acquiring Fund of any indebtedness, except as otherwise
disclosed to and accepted by the Acquired Fund.
(h) At the Closing Date, all Federal and other tax
returns and reports of the Acquiring Fund required by law then to
be filed shall have been filed, and all Federal and other taxes
shown as due on said returns and reports shall have been paid or
provision shall have been made for the payment thereof.
(i) For each fiscal year of its operation, the
Acquiring Fund will meet the requirements of Subchapter M of the
Code for qualification and treatment as a regulated investment
company.
(j) All issued and outstanding shares of the
Acquiring Fund are, and at the Closing Date will be, duly and
validly issued and outstanding, fully paid and non-assessable.
The Acquiring Fund does not have outstanding any options,
warrants or other right to subscribe for or purchase any of the
Acquiring Fund Shares, nor is there outstanding any security
convertible into any Acquiring Fund Shares.
(k) The execution, delivery and performance of this
Agreement will have been duly authorized prior to the Closing
Date by all necessary action, if any, on the part of the
Acquiring Fund's Trustees, and this Agreement will constitute the
valid and legally binding obligation of the Acquiring Fund
enforceable in accordance with its terms, subject to the effect
of bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws relating to or affecting
creditors' rights generally and court decisions with respect
thereto, and to general principles of equity and the discretion
of the court (regardless of whether the enforceability is
considered in a proceeding in equity or at law).
(l) The Prospectus/Proxy Statement to be included
in the Registration Statement (only insofar as it relates to the
Acquiring Fund) will, on the effective date of the Registration
Statement and on the Closing Date, not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which such
statements were made, not misleading.
(m) The Acquiring Fund has entered into an
agreement under which Federated Management will assume the
expenses of the reorganization including accountants' fees, legal
fees, registration fees, transfer taxes (if any), the fees of
banks and transfer agents and the costs of preparing, printing,
copying and mailing proxy solicitation materials to the Acquired
Fund's shareholders and the costs of holding the Special Meeting
of Shareholders.
5. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND.
5.1 The Acquiring Fund and the Acquired Fund each will
operate its business in the ordinary course between the date
hereof and the Closing Date, it being understood that such
ordinary course of business will include customary dividends and
distributions.
5.2 The Acquired Fund will call a meeting of the
Acquired Fund Shareholders to consider and act upon this
Agreement and to take all other action necessary to obtain
approval of the transactions contemplated herein.
5.3 Subject to the provisions of this Agreement, the
Acquiring Fund and the Acquired Fund will each take, or cause to
be taken, all action, and do or cause to be done, all things
reasonably necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement.
5.4 As promptly as practicable, but in any case within
sixty days after the Closing Date, the Acquired Fund shall
furnish the Acquiring Fund, in such form as is reasonably
satisfactory to the Acquiring Fund, a statement of the earnings
and profits of the Acquired Fund for Federal income tax purposes
which will be carried over to the Acquiring Fund as a result of
Section 381 of the Code and which will be certified by the
Acquired Fund's President and its Treasurer.
5.5 The Acquired Fund will provide the Acquiring Fund
with information reasonably necessary for the preparation of a
prospectus (the "Prospectus") which will include the Proxy
Statement, referred to in paragraph 4.1(o), all to be included in
a Registration Statement on Form N-14 of the Acquiring Fund (the
"Registration Statement"), in compliance with the 1933 Act, the
Securities Exchange Act of 1934, as amended, and the 1940 Act in
connection with the meeting of the Acquired Fund Shareholders to
consider approval of this Agreement and the transactions
contemplated herein.
5.6 The Acquiring Fund agrees to use all reasonable
efforts to obtain the approvals and authorizations required by
the 1933 Act, the 1940 Act and such of the state Blue Sky or
securities laws as it may deem appropriate in order to continue
its operations after the Closing Date.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING
FUND.
The obligations of the Acquiring Fund to complete the
transactions provided for herein shall be subject, at its
election, to the performance by the Acquired Fund of all the
obligations to be performed by it hereunder on or before the
Closing Date and, in addition thereto, the following conditions:
6.1 All representations and warranties of the Acquired
Fund contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may
be affected by the transactions contemplated by this Agreement,
as of the Closing Date with the same force and effect as if made
on and as of the Closing Date.
6.2 The Acquired Fund shall have delivered to the
Acquiring Fund a statement of the Acquired Fund's assets,
together with a list of the Acquired Fund's portfolio securities
showing the tax costs of such securities by lot and the holding
periods of such securities, as of the Closing Date, certified by
the Treasurer of the Acquired Fund.
6.3 The Acquired Fund shall have delivered to the
Acquiring Fund on the Closing Date a certificate executed in its
name by its President or Vice President and its Treasurer, in
form and substance satisfactory to the Acquiring Fund, to the
effect that the representations and warranties of the Acquired
Fund made in this Agreement are true and correct at and as of the
Closing Date, except as they may be affected by the transactions
contemplated by this Agreement, and as to such other matters as
the Acquiring Fund shall reasonably request.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.
The obligations of the Acquired Fund to consummate the
transactions provided herein shall be subject, at its election,
to the performance by the Acquiring Fund of all the obligations
to be performed by it hereunder on or before the Closing Date
and, in addition thereto, the following conditions:
7.1 All representations and warranties of the Acquiring
Fund contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may
be affected by the transactions contemplated by this Agreement,
as of the Closing Date with the same force and effect as if made
on and as of the Closing Date.
7.2 The Acquiring Fund shall have delivered to the
Acquired Fund on the Closing Date a certificate executed in its
name by its President or Vice President and its Treasurer, in
form and substance reasonably satisfactory to the Acquired Fund,
to the effect that the representations and warranties of the
Acquiring Fund made in this Agreement are true and correct at and
as of the Closing Date, except as they may be affected by the
transactions contemplated by this Agreement, and as to such other
matters as the Acquired Fund shall reasonably request.
8. FURTHER CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE
ACQUIRING FUND AND THE ACQUIRED FUND.
If any of the conditions set forth below do not exist on
or before the Closing Date with respect to the Acquired Fund or
the Acquiring Fund, the other party to this Agreement shall, at
its option, not be required to consummate the transactions
contemplated by this Agreement.
8.1 The Agreement and the transactions contemplated
herein shall have been approved by the requisite vote of the
holders of the outstanding shares of the Acquired Fund in
accordance with the provisions of the Acquired Fund's Declaration
of Trust.
8.2 On the Closing Date no action, suit or other
proceeding shall be pending before any court or governmental
agency in which it is sought to restrain or prohibit, or obtain
damages or other relief in connection with, this Agreement or the
transactions contemplated herein.
8.3 All consents of other parties and all other
consents, orders and permits of Federal, state and local
regulatory authorities (including those of the Commission and of
state Blue Sky and securities authorities) deemed necessary by
the Acquiring Fund or the Acquired Fund to permit consummation,
in all material respects, of the transactions contemplated hereby
shall have been obtained, except where failure to obtain any such
consent, order or permit would not involve a risk of a material
adverse effect on the assets or properties of the Acquiring Fund
or the Acquired Fund, provided that either party hereto may for
itself waive any of such conditions.
8.4 Registration Statement shall have become effective
under the 1933 Act and no stop orders suspending the
effectiveness thereof shall have been issued and, to the best
knowledge of the parties hereto, no investigation or proceeding
for that purpose shall have been instituted or be pending,
threatened or contemplated under the 1933 Act.
8.5 Acquiring Fund shall have received an opinion of
Dickstein, Shapiro & Morin, L.L.P. substantially to the effect
that for Federal income tax purposes:
(a) The transfer of all or substantially all of the
Acquired Fund assets in exchange for the Acquiring Fund Shares
and the distribution of the Acquiring Fund Shares to the
shareholders of the Acquired Fund in liquidation of the Acquired
Fund will constitute a "reorganization" within the meaning of
Section 368(a)(1)(F) 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 to be 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).
9. TERMINATION OF AGREEMENT.
9.1 This Agreement and the transactions contemplated
hereby may be terminated and abandoned by resolution of the Board
of Trustees of the Acquired Fund or the Acquiring Fund at any
time prior to the Closing Date (and notwithstanding any vote of
the Board of Trustees of the Acquired Fund) if circumstances
should develop that, in the opinion of either of the parties'
Board of Trustees, make proceeding with the Agreement
inadvisable.
9.2 If this Agreement is terminated and the exchange
contemplated hereby is abandoned pursuant to the provisions of
this Section 9, this Agreement shall become void and have no
effect, without any liability on the part of any party hereto or
the trustees, officers or shareholders of the Acquiring Fund or
of the Acquired Fund, in respect of this Agreement.
10. WAIVER.
At any time prior to the Closing Date, any of the
foregoing conditions may be waived by the Board of Trustees of
the Acquiring Fund or of the Acquired Fund, if, in the judgment
of either, such waiver will not have a material adverse effect on
the benefits intended under this Agreement to the shareholders of
the Acquiring Fund or of the Acquired Fund, as the case may be.
11. MISCELLANEOUS.
11.1 None of the representations and warranties included
or provided for herein shall survive consummation of the
transactions contemplated hereby.
11.2 This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the
subject matter hereof, and merges and supersedes all prior
discussions, agreements, and understandings of every kind and
nature between them relating to the subject matter hereof.
Neither party shall be bound by any condition, definition,
warranty or representation, other than as set forth or provided
in this Agreement or as may be set forth in a later writing
signed by the party to be bound thereby.
11.3 This Agreement shall be governed and construed in
accordance with the internal laws of the Commonwealth of
Massachusetts, without giving effect to principles of conflict of
laws.
11.4 This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall
be deemed to be an original.
11.5 This Agreement shall bind and inure to the benefit
of the parties hereto and their respective successors and
assigns, but no assignment or transfer hereof of any rights or
obligations hereunder shall be made by any party without the
written consent of the other party. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give
any person, firm or corporation, other than the parties hereto
and their respective successors and assigns, any rights or
remedies under or by reason of this Agreement.
11.6 The Acquired Fund is hereby expressly put on notice
of the limitation of liability as set forth in Article XI of the
Declaration of Trust of the Acquiring Fund and agrees that the
obligations assumed by the Acquiring Fund pursuant to this
Agreement shall be limited in any case to the Acquiring Fund and
its assets and the Acquired Fund shall not seek satisfaction of
any such obligation from the shareholders of the Acquiring Fund,
the trustees, officers, employees or agents of the Acquiring Fund
or any of them.
11.7 The Acquiring Fund is hereby expressly put on notice
of the limitation of liability as set forth in Article XI of the
Declaration of Trust of the Acquired Fund and agrees that the
obligations assumed by the Acquired Fund pursuant to this
Agreement shall be limited in any case to the Acquired Fund and
its assets and the Acquiring Fund shall not seek satisfaction of
any such obligation from the shareholders of the Acquired Fund,
the trustees, officers, employees or agents of the Acquired Fund
or any of them.
IN WITNESS WHEREOF, the Acquired Fund and the Acquiring
Fund have caused this Agreement and Plan of Reorganization to be
executed and attested on its behalf by its duly authorized
representatives as of the date first above written.
Acquired Fund:
CALIFORNIA MUNICIPAL CASH TRUST
Attest:
By:______________________________
____________________
Assistant Secretary
Name:___________________________
Title:
Acquiring Fund:
FEDERATED MUNICIPAL TRUST, on
behalf of its Portfolio,
California Municipal Cash Trust
Attest:
By:
_______________________________
____________________
Assistant Secretary
Name:_____________________________
Title:
STATEMENT OF ADDITIONAL INFORMATION
June 17, 1994
Acquisition of the assets of
CALIFORNIA MUNICIPAL CASH TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-245-5000
By and in exchange for shares of
CALIFORNIA MUNICIPAL CASH TRUST,
a portfolio of FEDERATED MUNICIPAL TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-245-5000
This Statement of Additional Information dated June 20, 1994 is
not a prospectus. A Prospectus/Proxy Statement dated June 20,
1994 related to the above-referenced matter may be obtained from
Federated Municipal Trust, on behalf of its portfolio, California
Municipal Cash Trust, Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. This Statement of Additional
Information should be read in conjunction with such
Prospectus/Proxy Statement.
TABLE OF CONTENTS
1. Statement of Additional Information of California Municipal
Cash Trust, a portfolio of Federated Municipal Trust, dated
June 16, 1994
2. Statement of Additional Information of California Municipal
Cash Trust, dated November 30, 1993
3. Financial Statements of California Municipal Cash Trust, a
portfolio of Federated Municipal Trust, dated May 24, 1994
4. Financial Statements of California Municipal Cash Trust
dated September 30, 1993
5. Financial Statements (unaudited) of California Municipal
Cash Trust dated March 31, 1994
The Statement of Additional Information of California
Municipal Cash Trust (the "Portfolio") dated June 16, 1994, a
portfolio of Federated Municipal Trust (the "Trust"), is
incorporated herein by reference to Post-Effective Amendment No.
27 to the Trust's Registration Statement on Form N-1A (File No.
33-31259) which was filed with the Securities and Exchange
Commission on or about June 14, 1994.
The Statement of Additional Information of California
Municipal Cash Trust (the "Fund") dated November 30, 1993 is
incorporated herein by reference to Post-Effective Amendment No.
7 to the Fund's Registration Statement on Form N-1A (File No. 33-
26846) which was filed with the Securities and Exchange
Commission on or about November 30, 1993. A copy may be obtained
from the Trust at Federated Investors Tower, Pittsburgh, PA 15222-
3279. Telephone Number: 1-800-245-5000.
The audited financial statements of the Portfolio dated
May 24, 1994 are incorporated herein by reference to the
Portfolio's Prospectus dated June 16, 1994 which was filed with
the Securities and Exchange Commission in Post-Effective
Amendment No. 27 to the Trust's Registration Statement on Form N-
1A (File No. 33-31259) on or about June 14, 1994.
The audited financial statements of the Fund dated
September 30, 1993 are incorporated herein by reference to the
Fund's Prospectus dated November 30, 1993 which was filed with
the Securities and Exchange Commission in Post-Effective
Amendment No. 7 to the Fund's Registration Statement on Form N-1A
(File No. 33-26846) on or about November 30, 1993.
The unaudited financial statements of the Fund dated March 31,
1994 are incorporated herein by reference to the Registrant's
Semi-Annual Report to shareholders dated March 31, 1994, and
filed with the Securities and Exchange Commission on or about
June 1, 1994.
Pro forma financial statements are not included herein as the
total capitalization of the Portfolio is insignificant and,
accordingly, such pro forma statements would not materially
differ from the financial statements of the Fund. The Fund is
considered to be the accounting survivor of the transaction,
therefore, the performance history of the Fund prior to the
Reorganization will be useful for historical comparative
purposes. Shareholders may obtain without charge a copy of the
most recent annual and semi-annual reports of the Fund which
contain, respectively, audited and unaudited financial statements
of the Fund by writing the address shown above or calling the
Trust at 1-800-245-5000.
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 Declaration of Trust of the Registrant, as amended(1 )
1.2 Amendment No. 10 to the Declaration of Trust dated November
18, 1992(2 )
2. Bylaws of the Registrant(1)
3. Not Applicable
4. Agreement and Plan of Reorganization dated May 6, 1994
between Federated Municipal Trust, a Massachusetts business
trust, on behalf of its portfolio California Municipal Cash
Trust, and California Municipal Cash Trust, a Massachusetts
business trust(7)
5. Not Applicable
6.1 Investment Advisory Contracts of the Registrant(1)
6.2 Form of Exhibit L to Investment Advisory Contract for
California Municipal Cash Trust(3)
7.1 Distributor's Contract of the Registrant(4)
7.2 Distributor's Contract of the Registrant: Form of Exhibit T
to the Distributor's Contract for California Municipal Cash
Trust(3)
8. Not Applicable
9.1 Conformed Copy of Custodian Agreementof the Registrant(5)
9.2 Conformed Copy of Transfer Agency Agreement(5)
10.1 Copy of Rule 12b-1 Plan of the Registrant(1)
10.2 Copy of Rule 12b-1 Agreement of the Registrant(1)
11. Opinion of Houston Houston & Donnelly regarding legality of
shares being issued*
12. Opinion of Dickstein, Shapiro & Morin, L.L.P. regarding tax
consequences of Reorganization*
13.1 Conformed Copy of Agency Agreement of the Registrant(6)
13.2 Form of Shareholder Services Agreement of the Registrant(5)
13.3 Form of Shareholder Services Plan of the Registrant(5)
14(i) Conformed copy of Consent of Independent Public
Accountants, Arthur Andersen*
(ii) Conformed copy of Consent of Independent Auditors',
Deloitte & Touche*
15. Not Applicable
16. Conformed Copy of Powers of Attorney*
17.1 Copy of Declaration under Rule 24f-2*
17.2 Form of Proxy(7)
__________________
* Filed electronically.
(1) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 6 on Form N-1A filed on November 6, 1990
(File Nos. 33-31259 and 811-5911).
(2) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 14 on Form N-1A filed on December 23,
1992 (File Nos. 33-31259 and 811-5911).
(3) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 25 on Form N-1A filed on March 31, 1994
(File Nos. 33-31259 and 811-5911).
(4) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 3 on Form N-1A filed on August 3, 1990
(File Nos. 33-31259 and 811-5911).
(5) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 22 on Form N-1A filed on March 2, 1994
(File Nos. 33-31259 and 811-5911).
(6) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 18 on Form N-1A filed on October 1, 1993
(File Nos. 33-31259 and 811-5911).
(7) Response is incorporated by reference to Registrant's
Registration Statement Form N-14 filed on or about May 9, 1994.
(File Nos. 33-53553 and 811-5911).
Item 17. Undertakings
The undersigned Registrant agrees that prior to any public
reofferring 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
reofferring 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.
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, the Registrant, Federated Municipal Trust, has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Pittsburgh, Commonwealth of Pennsylvania, on June 15, 1994.
CALIFORNIA MUNICIPAL CASH TRUST
(Registrant)
By:_________________________________
Glen R. Johnson
President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities indicated on June 15, 1994:
Chairman and Trustee
John F. Donahue
(Chief Executive Officer)
President and Trustee
Glen R. Johnson
Vice President and Treasurer
Edward C. Gonzales
(Principal Financial and
Accounting Officer)
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
Wesley W. Posvar
Trustee
Marjorie P. Smuts
1* By: ________________________
Attorney-in-Fact
CALIFORNIA MUNICIPAL CASH TRUST
FEDERATED INVESTORS TOWER
PITTSBURGH PA 15222-3779
CALIFORNIA MUNICIPAL CASH TRUST
CUSIP NO. 130482102 FOR SPECIAL MEETING OF SHAREHOLDERS AUGUST 5,
1994
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned
shareholders of California Municipal Cash Trust hereby appoint
Robert C. Rosselot, Carol Kayworth, Mason Douglas and Patricia
Conner, or any of them true and lawful attorneys, with power of
substitution of each, to vote all shares of California Municipal
Cash Trust, which the undersigned is entitled to vote, at the
Special Meeting of Shareholders to be held on August 5, 1994, at
Federated Investors Tower, Pittsburgh, Pennsylvania, at 9:00 a.m.
(Eastern Standard Time) and at any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The
attorneys named will vote the shares represented by this proxy in
accordance with the choices made on this card. IF NO CHOICE IS
INDICATED AS TO ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY
ON THAT MATTER.
Discretionary authority is hereby conferred as to all other
matters as may properly come before the Special Meeting.
PROPOSAL
1. TO APPROVE OR DISAPPROVE AN AGREEMENT AND PLAN OF
REORGANIZATION. PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE
IN THE ENCLOSED ENVELOPE AND RETAIN THE TOP PORTION.
CALIFORNIA MUNICIPAL CASH TRUST PROXY VOTING MAIL-IN STUB
RECORD DATE SHARES
PROPOSAL 1: TO APPROVE OR DISAPPROVE AN
AGREEMENT AND PLAN OF
REORGANIZATION
o FOR the Agreement and Plan of
Reorganization
o AGAINST the Agreement and
Plan of
Reorganization
o ABSTAIN
Please sign EXACTLY as your name(s) appear above. When signing
as attorney, executor, administrator, guardian, trustee,
custodian, etc., please give your full title as such. If a
corporation or partnership, please sign the full name by an
authorized officer or partner. If stock is owned jointly, all
owners should sign.
_______________________________________________________
_______________________________________________________
Signature(s) of Shareholder(s)
Date:___________________________________________________
_______________________________
1* Such signature has been affixed pursuant to a Power of
Attorney.
HOUSTON, HOUSTON & DONNELLY
ATTORNEYS AT LAW
2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTONPITTSBURGH, 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
June 22, 1994
The Trustees of
Federated Municipal Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
Federated Municipal Trust ("Trust") proposes to
issue shares of beneficial interest representing interests
in a separate portfolio of securities known as California
Municipal Cash Trust (such shares of beneficial interest
being herein referred to as "Shares") in connection with
the acquisition of the assets of California Municipal Cash
Trust, a Massachusetts business trust, pursuant to the
Agreement and Plan of Reorganization dated May 6, 1994
("Agreement"), filed as an exhibit to the registration
statement of the Trust filed on Form N-14 (File No. 33-
53553) under the Securities Act of 1933 as amended ("N-14
Registration").
As counsel we have participated in the
organization of the Trust, its registration under the
Investment Company Act of 1940 the registration of its
securities on Form N-1A under the Securities Act of 1933 and
its N-14 Registration. We have examined and are familiar
with the written Declaration of Trust dated September 1,
1989, ("Declaration of Trust"), the Bylaws of the Trust, the
Agreement 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.
Based upon 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 N-14 Registration may be legally and
validly issued in accordance with the provisions of the
Agreement and 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.
The Trustees of
Federated Municipal Trust
June 22, 1994
Page 2
We consent to your filing this opinion as an
exhibit to the N-14 Registration referred to above and to
any application or registration statement filed under the
securities laws of any of the states of the United States.
We further consent to the reference to our firm under the
caption "Legal Counsel" in the prospectus filed as a part of
such Registration Statement, applications and registration
statements.
Very truly yours,
HOUSTON, HOUSTON & DONNELLY
By: /s/ Thomas J. Donnelly
TJD/heh
DICKSTEIN, SHAPIRO & MORIN, L.L.P.
2101 L. STREET, N.W.
WASHINGTON, D.C. 20037
June 20, 1994
California Municipal Cash Trust
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
California Municipal Cash Trust,
a portfolio of
Federated Municipal Trust
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Dear 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 California
Municipal Cash Trust, a Massachusetts business trust (the
"Acquired Fund"), will be acquired by Federated Municipal
Trust, a Massachusetts business trust, (the "Trust"), on
behalf of its portfolio, California Municipal Cash 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 May 6, 1994 between the Acquired Fund and the Trust
(the "Reorganization Agreement"). This opinion is rendered
to you pursuant to paragraph 8.5 of the Reorganization
Agreement, and all terms used herein have the meanings
assigned to them in the Reorganization Agreement.
Both the Acquired Fund and the Acquiring 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 Acquiring Fund will be, and the Acquired Fund
is, engaged in the business of investing in a professionally
managed portfolio of money market municipal securities.
On the Closing Date under the Reorganization
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 Reorganization 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 Reorganization 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)(F) 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
the Trust 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, L.L.P.
Exhibit 14(i)
ARTHUR ANDERSEN & CO.
Pittsburgh, Pennsylvania
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in Pre-Effective Amendment
No. 3 to Form N-14 Registration Statement of Federated
Municipal Trust of our report dated May 24, 1994, on the
financial statements of California Municipal Cash Trust (one
of the portfolios comprising Federated Municipal Trust),
included in the prospectus as a part of this registration
statement.
By: ARTHUR ANDERSEN & CO.
ARTHUR ANDERSEN & CO.
Pittsburgh, Pennsylvania,
June 24, 1994
Exhibit 14(ii)
DELOITTE & TOUCHE
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
registration statement (No. 33-53553) of Federated Municipal
Trust on Form N-14 of our report dated November 12, 1993
appearing in the Prospectus of California Municipal Cash
Trust for the year ended September 30, 1993, and to the
reference to us under the heading "Financial Highlights" in
such Prospectus.
By: DELOITTE & TOUCHE
Deloitte & Touche
Certified Public Accountants
Boston, Massachusetts
June 23, 1994
Rule 24f-2 Notice
FEDERATED MUNICIPAL TRUST
(Fund Name)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
1933 Act No. 33-31259
(i) Fiscal
period for which notice is filed October
31, 1993
(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 November 1, 1992, 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
3,480,035,313
(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)
3,480,035,313
Witness the due execution hereof this 15th day of
December, 1993.
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)
$3,480,035,313
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..........
$3,501,394,181
(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-
3,501,394,181
Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is
based
$(21,358,868)
FEE SUBMITTED (1/29 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) 3,501,394,181
Less: Line (v) - Rule 24f-2 Notice 3,480,035,313
Shares available to register under
Rule 24e-2 21,358,868 (a)
Fund's Current Net Asset Value $1.00 (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 $21,358,868
