REG. NO. 33-53547
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. 2
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
RiskFactors......................... 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
NEW YORK MUNICIPAL CASH TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Dear Shareholder:
The Board of Trustees and management of New York
Municipal Cash Trust (the "Fund") are pleased to submit for your
vote a proposal to sell all of the Fund's assets to New York
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 two series of shares,
Institutional Service Shares and Cash II Shares (collectively,
the "Series"). 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. Such
shares of the Portfolio would be in the Series corresponding to
the Fund series owned by the shareholder.
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,
New York Municipal Cash Trust
Glen R. Johnson
President
NEW YORK MUNICIPAL CASH TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO SHAREHOLDERS OF NEW YORK MUNICIPAL CASH TRUST:
A Special Meeting of Shareholders of New York Municipal Cash
Trust (the "Fund") will be held at 2:00 p.m. on August 26, 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, New York 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 30, 1994 John W. McGonigle
Secretary
Shareholders of record at the close of business June 29,
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 30, 1994
Acquisition of the Assets of
NEW YORK MUNICIPAL CASH TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-245-5000
By and in exchange for shares of
NEW YORK 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 New York Municipal Cash
Trust (the "Portfolio"), would acquire all of the assets of New
York 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 Portfolio has two series
of shares, Institutional Service Shares and Cash II Shares
(collectively, the "Series"). The Fund also has two series of
shares, Institutional Service Shares and Cash II Shares
(collectively, the "Fund Series"). Shareholders of the Fund will
receive shares of the Series which correspond to the Fund Series
shares owned by the shareholder.
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
New York and New York municipalities consistent with stability of
principal. The Portfolio pursues this investment objective by
investing primarily in short-term New York municipal securities
with remaining maturities or 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 income tax and the personal
income taxes imposed by New York state and its municipalities.
The Fund has a similar investment objective, which it pursues by
investing primarily in short-term New York municipal securities
with remaining maturities of one year 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 for the Institutional Service
Shares dated June 30, 1994 or the Prospectus for the Cash II
Shares dated June 30, 1994 which are incorporated herein by
reference. A Combined Statement of Additional Information for
the Portfolio dated June 30, 1994 (relating to the Portfolio's
prospectuses of the same date) and June 30, 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 Combined 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..................................................... 19
Information About the
Reorganization................................................... 20
Information About the Trust, the Portfolio and the Fund.......... 28
Voting Information............................................... 29
SUMMARY
About the Proposed Reorganization
The Board of Trustees of New York 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, New
York 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.
The Fund has two series of shares, Institutional Service
Shares and Cash II Shares (collectively, the "Fund Series"). The
Portfolio also has two series of shares, Institutional Service
Shares and Cash II Shares (collectively, the "Series"). Each
Fund shareholder will receive shares of the Series corresponding
to the Fund Series shares owned by such shareholder. Neither
Fund nor 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 New York
and New York municipalities consistent with stability of
principal. The Portfolio pursues its investment objective by
investing primarily in short-term New York 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 New York or its political subdivisions
and financing authorities, but which provide income exempt from
the federal regular and New York state and municipal personal
income taxes. The Portfolio invests so that at least 80% of its
annual interest income is exempt from federal regular income tax
and the personal income taxes imposed by New York state and its
municipalities. 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 short-term New York municipal securities
and the other governmental securities listed above with remaining
maturities of one year or less at the time of purchase by the
Fund so that at least 80% of its annual interest income is exempt
from federal regular income tax and the personal income taxes
imposed by New York state and its municipalities. This
investment policy may not be changed without the approval of
shareholders.
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 the Portfolio, 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 10% of the value of its total 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; investing more than 5% of its
total assets in securities of issuers that have records of less
than three years of continuous operations; and committing more
than 10% of its total assets to illiquid obligations.
Reference is hereby made to each of the Series'
Prospectuses and the Combined Statement of Additional
Information, each dated June 30, 1994, and to each of the Fund
Series' Prospectuses and the Combined Statement of Additional
Information, each dated December 31, 1993, which set forth in
full investment objectives and policies and investment
restrictions of each of the Portfolio and the Fund.
Advisory and Other Fees; Distribution Arrangements
The annual investment advisory fee for each of the
Portfolios and the Fund is 0.40 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 contractually undertaken to reimburse the Fund
the amount, limited to the amount of the advisory fee, by which
certain of the Fund's aggregate annual expenses exceed 0.45 of 1%
of the Fund's average daily net assets (exclusive of payments
pursuant to the Fund's Rule 12b-1 Plan) and, in addition, has
voluntarily undertaken to reimburse the Fund for operating
expenses in excess of limitations established by certain states.
The Adviser has advised the Trust that, following the
Reorganization, it anticipates that it will waive its investment
advisory fee and/or reimburse the Portfolio for operating
expenses to the extent the operating expenses applicable to the
Institutional Service Shares (including payments pursuant to a
Rule 12b-1 Plan and/or Shareholder Services Plan) exceed 0.55 of
1% of average daily net assets and to the extent the operating
expenses applicable to the Cash II Shares (including payments
pursuant to a Rule 12b-1 Plan and/or Shareholder Services Plan)
exceed 0.70 of 1% of average daily net assets. These
reimbursements are voluntary, in contrast to the contractual
undertakings by the Adviser to the Fund which may not be
rescinded without the consent of the Fund, and may be terminated
by the Adviser at any time in its discretion. Without such
waiver or reimbursement, the expense ratio of each of the
Portfolio and the Fund would be higher by 0.18 of 1% 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 0.10 of 1% of its average aggregate
daily net assets. The Portfolio estimates that its
administrative fee expense for the current fiscal year will be
0.065 of 1% of its average aggregate daily net assets.
The Portfolio has adopted a Rule 12b-1 distribution plan
(the "Distribution Plan") pursuant to which the Portfolio will
pay the distributor, Federated Securities Corp. ("FSC"), up to
0.25 of 1% of the average daily net asset value of each of the
series of the Portfolio solely for services principally intended
to result in the sale of shares subject to the Distribution Plan.
The distributor may also select other entities to provide sales
support services as agent for their clients. The Fund also has a
Rule 12b-1 distribution plan which allows FSC, the distributor
for the Fund, to select entities to provide sales and
administrative services as agents for certain clients. Pursuant
to the Fund's Rule 12b-1 distribution plan, FSC may pay up to 0.1
of 1% of the average daily net assets in respect of the
Institutional Service Shares and up to 0.25 of 1% of the average
daily net assets in respect of the Cash II Shares. Any such fees
are reimbursed from the assets of the respective Fund Series.
The Portfolio will not assume any liabilities of or make any
reimbursements on account of the Fund's Rule 12b-1 distribution
plan.
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. Fees
payable under the Shareholder Services Plan are in addition to,
and separate from, fees payable under the Portfolio's
Distribution Plan. The Fund does not currently have a
Shareholder Services Plan in effect.
The maximum total annual operating expenses for the
Portfolio's Institutional Service Shares are expected to be 0.55%
of the average daily net assets and would be 0.73% 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 Portfolio's Cash II shares are expected to be
0.70% of the average daily net assets and would be 0.88% of the
average daily net assets absent the voluntary waiver of a portion
of the investment advisory fee. The maximum total annual
operating expenses for the Fund's Institutional Service Shares
are 0.54% of average daily net assets (0.71% absent the voluntary
wavier of a portion of the investment advisory fee) and the
maximum total annual operating expenses for the Fund's Cash II
Shares are 0.71% of average daily net assets (0.88% absent the
voluntary waiver of a portion of the investment advisory fee).
Purchase and Redemption Procedures
The transfer agent and dividend disbursing agent for both
the Portfolio and the Fund is Federated Services Company.
Procedures for the purchase and redemption of Portfolio shares
are identical to procedures applicable to the purchase and
redemption of Fund shares although, in each case, there are
slight differences between the Institutional Service Shares and
the Cash II Shares. Such differences are consistent in each of
the Portfolio and the Fund. Any questions about such procedures
may be directed to, and assistance in effecting purchases or
redemptions of Portfolio shares may be obtained from, FSC, the
principal distributor for each of the Portfolio and the Fund, at
800-245-5000.
Reference is made to the Prospectus of each of the Series
dated June 30, 1994 and the Prospectus of each of the Fund Series
dated December 31, 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 Cash II Shares may be made by wire or by
check. Purchases of Institutional Service Shares may be made by
wire directly from the fund, by check from FSC or from a
financial institution which has a sales agreement with FSC. 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 12:00 noon (Eastern
Standard Time), 3:00 p.m. (Eastern Standard Time) and 4:00 p.m.
(Eastern Standard Time), on each day on which the Portfolio and
the Fund compute their net asset values. Purchase orders
received by wire before 3:00 p.m. (Eastern Standard 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 of Cash II Shares may be made by telephone or
by mailing a written request. Redemption of Institutional
Service Shares may be made through a financial institution or by
telephone if an authorization form to do so has previously been
completed. Shares are redeemed at their net asset value next
determined after the redemption request is received. Proceeds
will be distributed by wire or check.
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 New York or any other entity. Investment in the Portfolio is
subject to certain risks which are set forth in each of the
Series' Prospectuses dated June 30, 1994 and the Combined
Statement of Additional Information dated June 30, 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 New York which have adverse
consequences on the ability of such issuers to do so and the non-
diversified structure of the Portfolio. In addition, although in
recent years the state of New York has achieved fiscal balance,
in several previous years it encountered economic and budgetary
difficulties which adversely affected the financial condition of
the state and certain of its municipal issuers. Any major
changes to the state's economy could cause such difficulties to
worsen. Investment in the Fund carries identical risks, as more
fully described in the Fund Series' Prospectuses dated
December 31, 1993 and the Combined Statement of Additional
Information dated December 31, 1993.
INFORMATION ABOUT THE REORGANIZATION_
Background and Reasons for the Proposed Reorganization
The Fund was established as a Massachusetts business
trust in 1982 for the primary purpose of providing an investment
vehicle which provides income which is exempt from federal
regular income tax and New York 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 set forth on the cover
page of this Prospectus/Proxy Statement.
The Fund's Board of Trustees concluded that the
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 September 2,
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 receive shares of the Series which corresponds to the Fund
Series shares owned by each such shareholder. Shareholders of
the Fund will become shareholders of the Portfolio as of
4:00 p.m. (Eastern Standard 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 applicable Series dated June 30, 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 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 29, 1994 and on a pro forma
basis as of that date:
Portfolio Fund Pro Forma Combined
Net Assets $200 $342,620,866 $342,621,066
Price Per Share $1.00 $1.00 $1.00
INFORMATION ABOUT THE TRUST, THE PORTFOLIO AND THE FUND
New York Municipal Cash Trust, a portfolio of Federated Municipal
Trust
Information about the Trust and the Portfolio is
contained in the Series' current Prospectuses dated June 30,
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 Combined Statement of
Additional Information dated June 30, 1994, which is incorporated
herein by reference. Copies of the Combined Statement of
Additional Information, which has been filed with the Securities
and Exchange Commission ("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.
New York Municipal Cash Trust
Information about the Fund is contained in each of the
Fund Series' current Prospectuses dated December 31, 1993 and the
Fund's Combined Statement of Additional Information dated
December 31, 1993, which are incorporated herein by reference.
Copies of such Prospectus and Combined Statement 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 26, 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 June 29, 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 342,621,066 shares of
the Fund outstanding including 221,417,296 Institutional Service
Shares and 121,203,770 Cash II Shares. Each Fund share is
entitled to one vote and fractional shares have proportionate
voting rights. On the record date, Charles Schwab & Company,
Inc. owned of record 101,338,401 shares, or 29.58%, Fiduciary
Trust Company International owned of record 49,128,400 shares, or
14.34%, Fleet Securities Corporation owned of record 48,592,114
shares, or 14.19%, and Hare & Co. owned of record 31,245,919
shares, or 9.12% of the Fund's outstanding shares and each such
shareholder will own the same number of shares 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 Fund's outstanding shares.
As of the record date, there were 200 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 Rights 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 NEW YORK MUNICIPAL CASH TRUST (hereinafter called the
"Acquiring Fund") and NEW YORK 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 cancelled 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 4:00 p.m. (Eastern Standard 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 4:00 p.m.
(Eastern Standard 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 September 2, 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 4:00
p.m. (Eastern Standard 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 Federated Services Company, 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 October 31, 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 October 31, 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(n), 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 The 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 The Acquiring Fund and the Acquired 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:
NEW YORK MUNICIPAL CASH TRUST
Attest:
By:
_____________________
Assistant Secretary Name:
Title:
Acquiring Fund:
FEDERATED MUNICIPAL TRUST, on
behalf of its Portfolio,
New York Municipal Cash Trust
Attest:
By:
_____________________
Assistant Secretary Name:
Title:
COMBINED STATEMENT OF ADDITIONAL INFORMATION
Cash II Shares Institutional Service Shares June 30, 1994
Acquisition of the assets of
NEW YORK MUNICIPAL CASH TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-245-5000
By and in exchange for shares of
NEW YORK MUNICIPAL CASH TRUST,
a portfolio of
FEDERATED MUNICIPAL TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-245-5000
This Combined Statement of Additional Information dated June 30,
1994 is not a prospectus. A Prospectus/Proxy Statement dated
June 30, 1994 for Cash II Shares and Institutional Service Shares
related to the above-referenced matter may be obtained from
Federated Municipal Trust, on behalf of its portfolio, New York
Municipal Cash Trust, Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. This Combined Statement of Additional
Information should be read in conjunction with such
Prospectus/Proxy Statement.
TABLE OF CONTENTS
1. Combined Statement of Additional Information of New York
Municipal Cash Trust, a portfolio of Federated Municipal
Trust, dated June 30, 1994
2. Combined Statement of Additional Information of New York
Municipal Cash Trust, dated December 31, 1993
3. Financial Statements of New York Municipal Cash Trust --
Cash II Shares, a portfolio of Federated Municipal Trust,
dated May 24, 1994
4. Financial Statements of New York Municipal Cash Trust --
Institutional Service Shares, a portfolio of Federated
Municipal Trust, dated May 24, 1994
5. Financial Statements of New York Municipal Cash Trust --
Cash II Shares dated October 31, 1993
6. Financial Statements of New York Municipal Cash Trust --
Institutional Service Shares dated October 31, 1993
The Combined Statement of Additional Information of New
York Municipal Cash Trust (the "Portfolio") dated June 30, 1994,
a portfolio of Federated Municipal Trust (the "Trust"), is
incorporated herein by reference to Post-Effective Amendment No.
28 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 28, 1994.
The Combined Statement of Additional Information of New
York Municipal Cash Trust (the "Fund") dated December 31, 1993 is
incorporated herein by reference to Post-Effective Amendment No.
21 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 December 27, 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
Prospectus of Cash II Shares and the Prospectus of Institutional
Service Shares each dated June 30, 1994 which were filed with the
Securities and Exchange Commission in Post-Effective Amendment
No. 28 to the Trust's Registration Statement on Form N-1A (File
No. 33-31259) on or about June 28, 1994.
The audited financial statements of the Fund dated
October 31, 1993 are incorporated herein by reference to the
Prospectus of Cash II Shares and the Prospectus of Institutional
Service Shares each dated December 31, 1993 which were filed with
the Securities and Exchange Commission in Post-Effective
Amendment No. 21 to the Fund's Registration Statement on Form N-
1A (File No. 33-26846) on or about December 27, 1993.
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 report 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 New York Municipal Cash Trust,
and New York Municipal Cash Trust, a Massachusetts business
trust(8)
5. Not Applicable
6.1 Investment Advisory Contracts of the Registrant(1)
6.2 Form of Exhibit K to Investment Advisory Contract for New
York Municipal Trust(3)
7.1 Distributor's Contract of the Registrant(4)
7.2 Distributor's Contract of the Registrant: Form of Exhibit
R to the Distributor's Contract for New York Municipal Cash
Trust, Cash II Shares(3)
7.3 Distributor's Contract of the Registrant: Form of Exhibit
S to the Distributor's Contract for New York Municipal Cash
Trust, Institutional Service Shares(3)
8. Not Applicable
9.1 Conformed Copy of Custodian Agreement of 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 Rule 12b-1 Plan of the Registrant: Form of Exhibit H to
Rule 12b-1 Plan for New York Municipal Cash Trust, Cash II
Shares(3)
10.3 Rule 12b-1 Plan of the Registrant: Form of Exhibit I to
Rule 12b-1 Plan for New York Municipal Cash Trust, Institutional
Service Shares(3)
10.4 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)
14.1 Conformed copy of Consent of Independent Public
Accountants, Arthur Andersen*
14.2 Conformed copy of Consent of Independent Auditors, Deloitte
& Touche*
15. Not Applicable
16. Conformed Copy of Powers of Attorney(7)
17.1 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 on Form N-14 filed on or about May 9, 1994
(File Nos. 33-53547 and 811-5911).
(8) Response is incorporated by reference to Registrant's Rule
24f-2 Notice filed on December 15, 1993 (File Nos. 33-31259 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 29, 1994.
NEW YORK 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 29, 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
NEW YORK MUNICIPAL CASH TRUST
FEDERATED INVESTORS TOWER
PITTSBURGH PA 15222-3779
NEW YORK MUNICIPAL CASH TRUST
CUSIP NO. 649606100
CUSIP NO. 649606209 FOR SPECIAL MEETING OF SHAREHOLDERS August
26, 1994
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned
shareholders of New York 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 New York Municipal
Cash Trust, which the undersigned is entitled to vote, at the
Special Meeting of Shareholders to be held on August 26, 1994, at
Federated Investors Tower, Pittsburgh, Pennsylvania, at
10:00 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.
NEW YORK 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
DICKSTEIN, SHAPIRO & MORIN, L.L.P.
2101 L. STREET, N.W.
WASHINGTON, D.C. 20037
June 20, 1994
New York Municipal Cash Trust
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
New York 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 New York
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, New York 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.
HOUSTON, HOUSTON & DONNELLY
ATTORNEYS AT LAW
2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTON PITTSBURGH, 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 New York
Municipal Cash Trust (such shares of beneficial interest
being herein referred to as "Shares") in connection with
the acquisition of the assets of New York 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-
53547) 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.
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
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. 2 to
Form N-14 Registration Statement of Federated Municipal Trust
of our report dated May 24, 1994, on the financial statements
of New York 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 29, 1994
DELOITTE & TOUCHE
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement (No. 33-53547) of Federated Municipal
Trust on Form N-14 of our report dated December 17, 1993
appearing in the Prospectuses of New York Municipal Cash Trust
for the year ended October 31, 1993, and to the reference to
us under the heading "Financial Highlights" in such
Prospectuses.
By: DELOITTE & TOUCHE
Deloitte & Touche
Certified Public Accountants
Boston, Massachusetts
June 29, 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
FEDERATED SECURITIES CORP.
Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
June 29, 1994
Via EDGAR
EDGAR Operations Branch
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Bruce R. MacNeil
RE: FEDERATED MUNICIPAL TRUST -
Registration Statement on Form N-14
(File Nos. 33-53547 and 811-5911)
Dear Mr. MacNeil:
The undersigned Registrant and its principal
distributor, Federated Securities Corp., respectfully
request that effectiveness of the above-captioned
Registration Statement be accelerated to June 30, 1994 or as
soon thereafter as practicable.
Very truly yours,
/s/ John W. McGonigle
John W. McGonigle
Vice President
Federated Municipal Trust
/s/ John W. McGonigle
John W. McGonigle
Executive Vice President
Federated Securities Corp.
