Reg. No. 33-31259
811-5911
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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)
It is proposed that this filing will become effective on June 9, 1994,
or as soon thereafter as is practicable, pursuant to Rule 488.
(Approximate Date of Proposed Public Offering)
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
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222
CROSS REFERENCE SHEET
Pursuant to Item 1(a) of Form N-14 Showing Location in
Prospectus of Information Required by Form N-14
Item of Part A of Form N-14 and Caption Caption or Location in Prospectus
1. Beginning of Registration Statement
and Outside Front Cover Page
of Prospectus.......................... Cross Reference Sheet; Cover Page
2. Beginning and Outside Back Cover
Page of Prospectus.................... Table of Contents
3. Synopsis Information and Risk Factors. Summary; Risk Factors
4. Information About the Transaction..... Information About the
Reorganization
5. Information About the Registrant...... Information About the Trust, the
Portfolio and the Fund
6. Information About the Company
Being Acquired........................ Information About the Trust, the
Portfolio and the Fund
7. Voting Information.................... Voting Information
8. Interest of Certain Persons
and Experts........................... Not Applicable
9. Additional Information Required
for Reoffering by Persons Deemed
to be Underwriters.................... Not Applicable
CALIFORNIA MUNICIPAL CASH TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Dear Shareholder:
The Board of Trustees and management of California Municipal Cash
Trust (the "Fund") are pleased to submit for your vote a proposal to sell all
of the Fund's assets to California Municipal Cash Trust (the "Portfolio"), a
portfolio of Federated Municipal Trust (the "Trust"), a money market mutual
fund advised by Federated Management. The Portfolio has an investment
objective similar to that of the Fund. As part of the transaction,
shareholders in the Fund would receive shares in the Portfolio equal in value
to their shares in the Fund and the Fund would be dissolved.
The Board of Trustees of the Fund, as well as Federated Management,
the Fund's adviser, believe the proposed agreement and plan of reorganization
is in the best interest of Fund shareholders for the following reasons:
-- The Trust offers a variety of investment portfolios which invest
in money market municipal securities of individual states and
the reorganization of the Fund as a portfolio of the Trust is
expected to provide operating efficiencies as a result of the
common management and investment advisory services provided to
each of these portfolios, including the Portfolio.
-- The transaction may result in economies of scale to the extent
that certain expenses previously borne by the Fund will be
shared by all of the portfolios of the Trust.
We believe the sale of the Fund's assets in this transaction will
present an excellent investment opportunity for our shareholders. Your vote
on the transaction is critical to its success. The sale will be effected only
if approved by the lesser of the holders of a majority of the Fund's
outstanding shares on the record date or two-thirds of the shares voted at the
meeting at which a quorum is present or represented by proxy. We hope you
share our enthusiasm and will participate by casting your vote in person, or
by proxy if you are unable to attend the meeting. Please read the enclosed
prospectus/proxy statement carefully before you vote. If you have any
questions, please feel free to call us at 800-235-4669.
Thank you for your prompt attention and participation.
Sincerely,
California Municipal Cash Trust
Glen R. Johnson
President
CALIFORNIA MUNICIPAL CASH TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO SHAREHOLDERS OF CALIFORNIA MUNICIPAL CASH TRUST:
A Special Meeting of Shareholders of California Municipal Cash Trust (the
"Fund") will be held at 9:00 a.m. on July 29, 1994 at the office of the Fund,
Federated Investors Tower, 19th Floor, Pittsburgh, Pennsylvania 15222-3779
for the following purposes:
1. To approve or disapprove a proposed Agreement and Plan of
Reorganization between the Fund and Federated Municipal Trust
(the "Trust"), on behalf of its portfolio, California
Municipal Cash Trust (the "Portfolio"), whereby the Trust
would acquire all of the assets of the Fund in exchange for
Portfolio shares to be distributed pro rata by the Fund to its
shareholders in complete liquidation and dissolution of the
Fund; and
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
By Order of the Board of Trustees,
Dated: June 9, 1994 John W. McGonigle
Secretary
Shareholders of record at the close of business May 31, 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 9, 1994
Acquisition of the Assets of
CALIFORNIA MUNICIPAL CASH TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-235-4669
By and in exchange for shares of
CALIFORNIA MUNICIPAL CASH TRUST
a Portfolio of FEDERATED MUNICIPAL TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-235-4669
This Prospectus/Proxy Statement describes the proposed Agreement and
Plan of Reorganization (the "Plan") whereby Federated Municipal Trust, a
Massachusetts business trust (the "Trust"), on behalf of its portfolio
California Municipal Cash Trust (the "Portfolio"), would acquire all of the
assets of California Municipal Cash Trust, a Massachusetts business trust (the
"Fund"), in exchange for Portfolio shares to be distributed pro rata by the
Fund to its shareholders in complete liquidation and dissolution of the Fund.
As a result of the Plan, each shareholder of the Fund will become the owner of
Portfolio shares having a total net asset value equal to the total net asset
value of his or her holdings in the Fund.
The Trust is an open-end management investment company which
currently includes several portfolios, each of which has a distinct investment
objective. The Portfolio is a newly-organized portfolio of the Trust whose
investment objective is to provide current income which is exempt from federal
regular income tax and the personal income taxes imposed by the state of
California consistent with stability of principal. The Portfolio pursues this
investment objective by investing primarily in California municipal securities
with remaining maturities 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 and California state
income tax or so that at least 80% of its net assets is invested in
obligations, the interest income from which is exempt from federal regular and
California state income tax. The Fund has a similar investment objective,
which it pursues by investing primarily in California municipal securities
with remaining maturities of 397 days or less at the time of purchase by the
Fund. Both the Portfolio and the Fund are money market mutual funds which
seek to stabilize their offering and redemption prices at $1.00 per share,
although there can be no assurance that either the Portfolio or the Fund will
be able to do so. An investment in the Portfolio or Fund is neither insured
nor guaranteed by the United States government. For a comparison of the
investment policies of the Portfolio and the Fund, see "Summary-Investment
Objectives and Policies".
This Prospectus/Proxy Statement should be retained for future
reference. It sets forth concisely the information about the Trust and the
Portfolio that a prospective investor should know before investing. This
Prospectus/Proxy Statement is accompanied by the Prospectus of the Portfolio
dated May 31, 1994 which is incorporated herein by reference. Statements of
Additional Information for the Portfolio dated May 31, 1994 (relating to the
Portfolio's prospectus of the same date) and June 9, 1994 (relating to this
Prospectus/Proxy Statement) containing additional information have been filed
with the Securities and Exchange Commission and are incorporated herein by
reference. Copies of the Statements of Additional Information may be obtained
without charge by writing or calling the Trust at the address and telephone
number shown above.
Investments in both the Portfolio and the Fund are not insured or
guaranteed by the U.S. government. Both the Portfolio and the Fund attempt to
maintain a stable net asset value of $1.00 per share; there can be no
assurance that they will be able to do so.
The shares offered by this Prospectus/Proxy Statement are not
deposits or obligations of any bank, are not endorsed or guaranteed by any
bank, and are not insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board, or any other government agency.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
Summary................................................................ 11
Risk Factors........................................................... 16
Information About the Reorganization................................... 17
Information About the Trust, the Portfolio and the Fund................ 23
Voting Information..................................................... 25
SUMMARY
About the Proposed Reorganization
The Board of Trustees of California Municipal Cash Trust (the
"Fund") has voted to recommend to shareholders of the Fund the approval of an
Agreement and Plan of Reorganization (the "Plan") whereby Federated Municipal
Trust, a Massachusetts business trust (the "Trust"), on behalf of its
portfolio, California Municipal Cash Trust (the "Portfolio"), would acquire
all of the assets of the Fund in exchange for Portfolio shares to be
distributed pro rata by the Fund to its shareholders in complete liquidation
and dissolution of the Fund (the "Reorganization"). As a result of the
Reorganization, each shareholder of the Fund will become the owner of
Portfolio shares having a total net asset value equal to the total net asset
value of his or her holdings in the Fund on the date of the Reorganization,
i.e., the Closing Date.
As a condition to the Reorganization transactions, the Trust and the
Fund will receive an opinion of counsel that the Reorganization will be
considered a tax-free "reorganization" under applicable provisions of the
Internal Revenue Code so that no gain or loss will be recognized by either the
Trust or the Fund or their shareholders. The tax cost basis of the Portfolio
shares received by Fund shareholders will be the same as the tax cost basis of
their shares in the Fund.
After the acquisition is completed, the Fund will dissolve and
deregister as an investment company under the Investment Company Act of 1940
(the "1940 Act").
Investment Objectives and Policies
The investment objective of the Portfolio is to provide current
income which is exempt from federal regular income tax and the personal income
taxes imposed by the state of California consistent with stability of
principal. The Portfolio pursues its investment objective by investing
primarily in California municipal securities with remaining maturities of 13
months or less at the time of purchase by the Portfolio, including securities
of states, territories, and possessions of the United States, which are not
issued by or on behalf of California or its political subdivisions and
financing authorities, but which provide income exempt from the federal
regular and California state income taxes. The Portfolio invests so that at
least 80% of its annual interest income is exempt from federal regular and
California state income tax or so that at least 80% of its net assets is
invested in obligations, the interest income from which is exempt from federal
regular and California state income tax. This investment policy may not be
changed without the approval of shareholders.
The investment objective of the Fund is identical to that of the
Portfolio. The Fund pursues its investment strategy by investing primarily in
California municipal securities and the other governmental securities listed
above but it is not subject to the 80% yearly income requirement.
With respect to both the Portfolio and the Fund, unless otherwise
indicated, the investment policies may be changed by the Board of Trustees
without the approval of shareholders. Shareholders will, however, be notified
before any material changes become effective. Reference is hereby made to the
Portfolio's Prospectus and Statement of Additional Information, each dated May
31, 1994, and to the Fund's Prospectus and Statement of Additional
Information, each dated November 30, 1993, which set forth in full the
investment objectives and policies and investment restrictions of each of the
Portfolio and the Fund.
Advisory and Other Fees
The annual investment advisory fee for each of the Portfolio and the
Fund is 0.50 of 1% of the Portfolio's or the Fund's, as applicable, average
daily net assets. Federated Management, the investment adviser to the
Portfolio (the "Adviser"), has undertaken to waive a portion of its advisory
fee up to the amount of its advisory fee to reimburse the Portfolio for
operating expenses in excess of limitations imposed by certain states. The
Adviser may further voluntarily waive a portion of its fee or reimburse the
Portfolio for certain operating expenses. This agreement to waive fees and
reimburse the Portfolio may be terminated by the Adviser at any time in its
discretion. The Adviser, which also serves as investment adviser to the Fund,
has similarly undertaken to reimburse the Fund for operating expenses in
excess of limitations established by certain states.
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 ranges from 0.15 of 1% of the first $250 million of all such funds'
average aggregate daily net assets to 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 Portfolio has a Shareholder Services Plan under which it may
make payments of up to 0.25 of 1% of the average daily net asset value of the
Portfolio to obtain certain services for shareholders and the maintenance of
shareholder accounts. The Fund does not currently have a Shareholder Services
Plan in effect.
Distribution Arrangements
Federated Securities Corp. ("FSC") is the principal distributor for
shares of the Trust and has been the principal distributor for shares of the
Fund as well. Neither the Portfolio nor the Fund have a Rule 12b-1 plan in
effect and, accordingly, do not, nor does FSC, compensate brokers and dealers
for sales and administrative services performed in connection with sales of
Portfolio or Fund shares pursuant to a plan of distribution adopted pursuant
to Rule 12b-1.
Purchase and Redemption Procedures
The transfer agent and dividend disbursing agent for the Portfolio
is Federated Services Company. State Street Bank and Trust Company is the
transfer agent and dividend disbursing agent for the Fund. Procedures for the
purchase and redemption of Portfolio shares are identical to procedures
applicable to the purchase and redemption of Fund shares. Any questions about
such procedures may be directed to, and assistance in effecting purchases or
redemptions of Portfolio shares may be obtained from FSC, principal
distributor for each of the Portfolio and the Fund, at 800-235-4669.
Reference is made to the Prospectus of the Portfolio dated May 31,
1994, and the Prospectus of the Fund dated November 30, 1993 for a complete
description of the purchase and redemption procedures applicable to purchases
and redemptions of Portfolio and Fund shares, respectively, each of which is
incorporated herein by reference thereto. Set forth below is a brief listing
of the significant purchase and redemption procedures of each of the Portfolio
and the Fund.
Purchases of shares may be made by wire or by check. The minimum
initial investment in each of the Portfolio and the Fund is $25,000; however,
an account may be opened with a smaller amount as long as the $25,000 minimum
is reached within 90 days. All accounts maintained by an institutional
investor will be combined together to determine whether such minimum
investment requirement is met.
The net asset value is calculated at 9:00 a.m. (Pacific time), 10:00
a.m. (Pacific time) and 1:00 p.m. (Pacific time), on each day on which the
Portfolio and the Fund compute their net asset values. Purchase orders
received by wire before 10:00 a.m. (Pacific time) begin earning dividends that
day. Purchase orders received by check begin earning dividends on the day
after the check is converted into federal funds, which normally occurs one day
after receipt by State Street Bank and Trust Company, the custodian for both
the Portfolio and the Fund.
Redemptions may be made by telephone or by mailing a written
request. Shares are redeemed at their net asset value next determined after
the redemption request is received. Proceeds will be distributed by wire or
check. Checkwriting privileges and debit cards are also available at the
shareholder's request upon payment of a fee. Checks may not be written to
close an account.
Tax Consequences
As a condition to the Reorganization transactions, the Trust and the
Fund will receive an opinion of counsel that the Reorganization will be
considered a tax-free "reorganization" under applicable provisions of the
Internal Revenue Code so that no gain or loss will be recognized by either the
Trust or the Fund or their shareholders. The tax cost basis of the Portfolio
shares received by Fund shareholders will be the same as the tax cost basis of
their shares in the Fund.
Risk Factors
Investments in the Portfolio and the Fund are not insured and are
not guaranteed by the United States government, the state of California or any
other entity. Investment in the Portfolio is subject to certain risks which
are set forth in the Portfolio's Prospectus dated May 31, 1994 and the
Statement of Additional Information dated May 31, 1994 and incorporated herein
by reference thereto. Briefly, these risks include, but are not limited to,
the ability of the issuers of securities owned by the Portfolio to meet their
obligations for the payment of principal and interest when due, actions by any
governmental body of the state of California which have adverse consequences
on the ability of such issuers to do so and the non-diversified structure of
the Portfolio. In recent years, the state of California and its municipal
subdivisions and public authorities have encountered, and continue to
encounter, economic and budgetary difficulties which have adversely affected
the financial condition of the state and certain of its municipal issuers.
These difficulties are not expected to be resolved in the near future.
Investment in the Fund carries identical risks, as more fully described in the
Fund's Prospectus dated November 30, 1993 and the Statement of Additional
Information dated November 30, 1993.
INFORMATION ABOUT THE REORGANIZATION_
Background and Reasons for the Proposed Reorganization
The Fund was established as a Massachusetts business trust in 1989
for the primary purpose of providing banks and other institutions that hold
assets for individuals, trusts, estates or partnerships with an investment
vehicle which provides income which is exempt from federal regular income tax
and California personal income tax. Although the Board of Trustees of the
Fund has been satisfied with the Fund's performance, it, and the Adviser to
the Fund, believe that the management structure can be simplified and
economies of scale possibly achieved by reorganizing the Fund as a portfolio
of the Trust rather than remaining as a separate entity. Accordingly, the
Adviser has recommended to the Trustees of the Trust that the Portfolio be
organized for the purpose of acquiring the Fund's assets and thereby
reorganizing the Fund as a portfolio of the Trust. The Adviser similarly
recommended to the Trustees of the Fund that its assets be transferred to the
Trust, on behalf of the Portfolio, in order to reorganize it as a separate
portfolio of the Trust. In connection with this proposal, the Adviser
emphasized the common advisory services provided by the Adviser to the Fund
and the Trust, the similar investment objectives and policies of the Fund and
the Portfolio and the administrative convenience and simplification of
management achievable by operating the Fund as a portfolio of the Trust which
has several money market portfolios, each of which is designed for investments
in the securities of various individual states, their municipalities and
political subdivisions. The Trust currently includes the following
portfolios: Alabama Municipal Cash Trust, California Municipal Cash Trust,
Connecticut Municipal Cash Trust, Massachusetts Municipal Cash Trust, Maryland
Municipal Cash Trust, Minnesota Municipal Cash Trust, New Jersey Municipal
Cash Trust, New York Municipal Cash Trust, North Carolina Municipal Cash
Trust, Ohio Municipal Cash Trust, Pennsylvania Municipal Cash Trust and
Virginia Municipal Cash Trust. Information concerning each of these
portfolios may be obtained by contacting FSC, the principal distributor for
each portfolio of the Trust, at the address or telephone number set forth on
the cover page of this Prospectus/Proxy Statement.
The Fund's Board of Trustees concluded that reorganization of the
Fund as a portfolio of the Trust could provide for operating efficiencies and
economies of scale. The Fund's Trustees also noted that Fund shareholders
would continue to receive the same quality investment management services from
the Adviser as shareholders of the Portfolio. Based upon the foregoing
considerations, and the fact that shareholders of the Fund will not suffer any
dilution or 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 have unanimously concluded that
consummation of the Reorganization is in the best interests of the Trust and
the shareholders of the Portfolio and have unanimously approved the Plan.
Description of the Plan of Reorganization
The Plan provides that the Trust, on behalf of the Portfolio, will
acquire all of the assets, and assume all of the liabilities, of the Fund in
exchange for Portfolio shares to be distributed pro rata by the Fund to its
shareholders in complete liquidation and dissolution of the Fund on or about
August 1, 1994 (the "Closing Date"). Because both the Portfolio and the Fund
seek to maintain a constant net asset value of $1.00 per share, it is expected
that Fund shareholders will receive the same number of shares in the Portfolio
as they held in the Fund immediately prior to the Closing Date. Shareholders
of the Fund will become shareholders of the Portfolio as of 1:00 p.m. (Pacific
time) on the Closing Date and will begin accruing dividends on the next day.
Shareholders of the Fund will earn their last dividend from the Fund on the
Closing Date.
Consummation of the Reorganization is subject to the conditions set
forth in the Plan, including receipt of an opinion in form and substance
satisfactory to the Fund and the Trust, on behalf of the Portfolio, as
described under the caption "Federal Income Tax Consequences" below. The Plan
may be terminated and the Reorganization may be abandoned at any time before
or after approval by shareholders of the Fund prior to the Closing Date by
either party if it believes that consummation of the Reorganization would not
be in the best interests of its shareholders.
The Adviser is responsible for the payment of all expenses of the
Reorganization incurred by either party, whether or not the Reorganization is
consummated. Such expenses include, but are not limited to, legal fees,
registration fees, transfer taxes (if any), the fees of banks and transfer
agents and the costs of preparing, printing, copying and mailing proxy
solicitation materials to the Fund's shareholders and the costs of holding the
Special Meeting of Shareholders.
The foregoing description of the Plan entered into between the
Trust, on behalf of the Portfolio, and the Fund is qualified in its entirety
by the terms and provisions of the Plan, a copy of which is attached hereto as
Exhibit A and incorporated herein by reference thereto.
Description of Portfolio Shares
Shares of the Portfolio to be issued to shareholders of the Fund
under the Plan will be fully paid and nonassessable when issued and
transferable without restriction and will have no preemptive or conversion
rights. Reference is hereby made to the Prospectus of the Portfolio dated May
31, 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, counsel to the Trust and the Fund, to the effect that, on the
basis of the existing provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), current administrative rules and court decisions, for
federal income tax purposes: (1) the Reorganization as set forth in the Plan
will constitute a tax-free reorganization under section 368(a)(1)(F) of the
Code; (2) no gain or loss will be recognized by the Portfolio upon its receipt
of the Fund's assets in exchange for Portfolio shares; (3) the holding period
and basis for the Fund's assets acquired by the Portfolio will be the same as
the holding period and the basis to the Fund immediately prior to the
Reorganization; (4) no gain or loss will be recognized by the Fund upon
transfer of its assets to the Portfolio in exchange for Portfolio shares;
(5) no gain or loss will be recognized by shareholders of the Fund upon
exchange of their Fund shares for Portfolio shares; (6) the holding period of
Portfolio shares received by shareholders of the Fund pursuant to the Plan
will be the same as the holding period of Fund shares held immediately prior
to the Reorganization, provided the Fund shares were held as capital assets on
the date of the Reorganization; and (7) the basis of Portfolio shares received
by shareholders of the Fund pursuant to the Plan will be the same as the basis
of Fund shares held immediately prior to the Reorganization.
Comparative Information on Shareholder Rights and Obligations
Each of the Trust and the Fund is organized as a business trust
pursuant to a Declaration of Trust under the laws of the Commonwealth of
Massachusetts. The rights of shareholders of the Trust and shareholders of
the Fund as set forth in the applicable Declaration of Trust and Bylaws are
substantially identical. Set forth below is a brief summary of the
significant rights of shareholders of the Portfolio and of the Fund.
Neither the Portfolio nor the Fund are required to hold annual
meetings of shareholders. Shareholder approval is necessary only for certain
changes in operations or the election of trustees under certain circumstances.
A special meeting of shareholders of either the Trust or the Fund for any
permissible purpose is required to be called by the Trustees upon the written
request of the holders of at least 10% of the outstanding shares of the Trust
or the Fund, as the case may be.
Under certain circumstances, shareholders of the Portfolio may be
held personally liable as partners under Massachusetts law for obligations of
the Trust. To protect shareholders of the Portfolio, the Trust has filed
legal documents with the Commonwealth of Massachusetts that expressly disclaim
the liability of shareholders of the Portfolio for such acts or obligations of
the Trust. These documents require that notice of this disclaimer be given in
each agreement, obligation or instrument that the Trust or its trustees enter
into or sign on behalf of the Trust.
In the unlikely event a shareholder of the Portfolio is held
personally liable for the Trust's obligations, the Trust is required to use
its property to protect or compensate the shareholder. On request, the Trust
will defend any claims made and pay any judgment against a shareholder of the
Portfolio for any act or obligation of the Trust. Therefore, financial loss
resulting from liability as a shareholder of the Portfolio will occur only if
the Trust cannot meet its obligations to indemnify shareholders and pay
judgments against them from the assets of the Trust.
Shareholders of the Fund have the same potential liability under
Massachusetts law.
Capitalization
The following table sets forth the capitalization of the Portfolio and the
Fund as of May 31, 1994 and on a pro forma basis as of that date:
Portfolio Fund Pro Forma Combined
Net Assets $100
Price Per Share $1.00 $1.00 $1.00
INFORMATION ABOUT THE TRUST, THE
PORTFOLIO AND THE FUND
California Municipal Cash Trust, a portfolio of Federated Municipal Trust
Information about the Trust and the Portfolio is contained in the
Portfolio's current Prospectus dated May 31, 1994, a copy of which is included
herewith and incorporated by reference herein. Additional information about
the Trust and the Portfolio is included in the Portfolio's Statement of
Additional Information dated May 31, 1994, which is incorporated herein by
reference. Copies of the Statement of Additional Information, which has been
filed with the Securities and Exchange Commission (the "SEC"), may be obtained
without charge by contacting the Trust at 1-800-235-4669 or by writing the
Trust at Federated Investors Tower, Pittsburgh, PA 15222-3779. The Trust, on
behalf of the Portfolio, is subject to the informational requirements of the
Securities Act of 1933 (the "1933 Act"), the Securities Exchange Act of 1934
(the "1934 Act") and the 1940 Act and in accordance therewith files reports
and other information with the SEC. Reports, proxy and information statements
and other information filed by the Trust, on behalf of the Portfolio, can be
obtained by calling or writing the Trust and can also be inspected and copied
by the public at the public reference facilities maintained by the SEC in
Washington, D.C. located at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at certain of its regional offices located at Suite 1400,
Northwestern Atrium Center, 500 West Madison Street, Chicago, IL 60621 and
13th Floor, Seven World Trade Center, New York, NY 10048. Copies of such
material can be obtained at prescribed rates from the Public Reference Branch,
Office of Consumer Affairs and Information Services, SEC, 450 Fifth Street,
N.W., Washington, D.C. 20549.
This Prospectus/Proxy Statement, which constitutes part of a
Registration Statement filed by the Trust, on behalf of the Portfolio, with
the SEC under the 1933 Act, omits certain of the information contained in the
Registration Statement. Reference is hereby made to the Registration
Statement and to the exhibits thereto for further information with respect to
the Trust, the Portfolio and the shares offered hereby. Statements contained
herein concerning the provisions of documents are necessarily summaries of
such documents, and each such statement is qualified in its entirety by
reference to the copy of the applicable documents filed with the SEC.
California Municipal Cash Trust
Information about the Fund is contained in the Fund's current
Prospectus dated November 30, 1993 and its Statement of Additional Information
dated November 30, 1993, which are incorporated herein by reference.
Financial Statements for the Fund for the six months ended March 31, 1993 may
be found in the Statement of Additional Information dated June 6, 1994
relating to this Prospectus/Proxy Statement, which has been filed by the Trust
with the SEC. Copies of such Prospectus and Statements of Additional
Information may be obtained without charge from the Trust by calling
1-800-235-4669 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 July 29, 1993
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, telegraph or otherwise. 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
May 31, 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 ____________ shares of
the Fund outstanding. Each Fund share is entitled to one vote and fractional
shares have proportionate voting rights. [On the record date, ____________
owned beneficially and of record ____________ shares, or _____%, of the Fund's
outstanding shares and will own the same number of shares of the Portfolio
after the consummation of the Reorganization if no further purchases or
redemptions are made by such shareholder. On such date, no other person owned
of record, or to the knowledge of the Adviser, beneficially owned, 5% or more
of the Fund's outstanding shares. On the record date, the trustees and
officers of the Fund as a group owned less than 1% of the outstanding shares
of the Fund.
As of the record date, there were 100 shares of the Portfolio
outstanding all of which were owned by the Adviser.
Approval of the Plan requires the affirmative vote of the lesser of
a majority of the Fund's outstanding shares or the affirmative vote of
two-thirds of the shares voted at the meeting at which a quorum is present or
represented by proxy. The votes of shareholders of the Portfolio are not
being solicited since their approval is not required in order to effect the
Reorganization.
A majority of the outstanding shares of the Fund, represented in
person or by proxy, will be required to constitute a quorum at the Special
Meeting for the purpose of voting on the proposed Reorganization. For
purposes of determining the presence of a quorum, shares represented by
abstentions and "broker non-votes" will be counted as present, but not as
votes cast, at the Special Meeting. Under the Fund's Declaration of Trust,
the approval of any action submitted to shareholders is determined on the
basis of a majority of votes entitled to be cast at the Special Meeting.
Under the 1940 Act, however, matters subject to the requirements of the 1940
Act, including the Reorganization, are determined on the basis of a percentage
of votes present at the Special Meeting, which would have the effect of
treating abstentions and "broker non-votes" as if they were votes against the
proposal.
Dissenter's Right of Appraisal
Shareholders of the Fund objecting to the Reorganization have no
appraisal rights under the Fund's Declaration of Trust or Massachusetts law.
Under the Plan, if approved by Fund shareholders, each Fund shareholder will
become the owner of Portfolio shares having a total net asset value equal to
the total net asset value of his or her holdings in the Fund at the Closing
Date.
Other Matters
Management of the Fund knows of no other matters that may properly
be, or which are likely to be, brought before the meeting. However, if any
other business shall properly come before the meeting, the persons named in
the proxy intend to vote thereon in accordance with their best judgment.
So far as management is presently informed, there is no litigation
pending or threatened against the Trust.
Whether or not shareholders expect to attend the meeting, all
shareholders are urged to sign, fill in and return the enclosed proxy form
promptly.
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated May 6, 1994 (the
"Agreement"), between FEDERATED MUNICIPAL TRUST, a Massachusetts business
trust (the "Trust") on behalf of its portfolio CALIFORNIA MUNICIPAL CASH TRUST
(hereinafter called the "Acquiring Fund"), and CALIFORNIA MUNICIPAL CASH
TRUST, a Massachusetts business trust (hereinafter called the "Acquired
Fund").
This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a)(1)(F) of
the United States Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization (the "Reorganization") will consist of the transfer of all of
the assets of the Acquired Fund in exchange solely for shares of beneficial
interest of the Acquiring Fund (the "Acquiring Fund Shares") and the
distribution, after the Closing Date hereinafter referred to, of the Acquiring
Fund Shares to the shareholders of the Acquired Fund in liquidation of the
Acquired Fund as provided herein, all upon the terms and conditions
hereinafter set forth in this Agreement.
WHEREAS, the Acquired Fund and the Acquiring Fund are registered
open-end management investment companies and the Acquired Fund owns securities
in which the Acquiring Fund is permitted to invest;
WHEREAS, both the Acquired Fund and the Acquiring Fund are
authorized to issue their shares of beneficial interest;
WHEREAS, the Board of Trustees, including a majority of the Trustees
who are not "interested persons" (as defined under the Investment Company Act
of 1940, as amended (the "1940 Act")), of the Acquiring Fund has determined
that the exchange of all or substantially all of the assets of the Acquired
Fund for Acquiring Fund Shares is in the best interests of the Acquiring Fund
shareholders and that the interests of the existing shareholders of the
Acquiring Fund would not be diluted as a result of this transaction; and
WHEREAS, the Board of Trustees, including a majority of the Trustees
who are not "interested persons" (as defined under the 1940 Act), of the
Acquired Fund has determined that the exchange of all of the assets of the
Acquired Fund for Acquiring Fund Shares is in the best interests of the
Acquired Fund shareholders and that the interests of the existing shareholders
of the Acquired Fund would not be diluted as a result of this transaction;
NOW THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties agree as follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR THE
ACQUIRING FUND SHARES AND LIQUIDATION OF THE ACQUIRED FUND.
1.1 Subject to the terms and conditions contained herein, the
Acquired Fund agrees to assign, transfer and convey to the Acquiring Fund all
of the assets of the Acquired Fund, including all securities and cash, and the
Acquiring Fund agrees in exchange therefor (i) to deliver to the Acquired Fund
the number of Acquiring Fund Shares, including fractional Acquiring Fund
Shares, determined as set forth in paragraph 2.3. Such transaction shall take
place at the closing (the "Closing") on the closing date (the "Closing Date")
provided for in paragraph 3.1 In lieu of delivering certificates for the
Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund
Shares to the Acquired Fund's account on the stock record books of the
Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund.
1.2 The Acquired Fund will discharge all of its liabilities and
obligations prior to the Closing Date.
1.3 Delivery of the assets of the Acquired Fund to be transferred
shall be made on the Closing Date and shall be delivered to State Street Bank
and Trust Company (hereinafter called "State Street"), Boston, Massachusetts,
the Acquiring Fund's custodian (the "Custodian"), for the account of the
Acquiring Fund, together with proper instructions and all necessary documents
to transfer to the account of the Acquiring Fund, free and clear of all liens,
encumbrances, rights, restrictions and claims. All cash delivered shall be in
the form of currency and immediately available funds payable to the order of
the Custodian for the account of the Acquiring Fund.
1.4 The Acquired Fund will pay or cause to be paid to the
Acquiring Fund any dividends or interest received on or after the Closing Date
with respect to assets transferred to the Acquiring Fund hereunder. The
Acquired Fund will transfer to the Acquiring Fund any distributions, rights or
other assets received by the Acquired Fund after the Closing Date as
distributions on or with respect to the securities transferred. Such assets
shall be deemed included in assets transferred to the Acquiring Fund on the
Closing Date and shall not be separately valued.
1.5 As soon after the Closing Date as is conveniently practicable
(the "Liquidation Date"), the Acquired Fund will liquidate and distribute pro
rata to the Acquired Fund's shareholders of record, determined as of the close
of business on the Closing Date (the "Acquired Fund Shareholders"), the
Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1.
Such liquidation and distribution will be accomplished by the transfer of the
Acquiring Fund Shares then credited to the account of the Acquired Fund on the
books of the Acquiring Fund to open accounts on the share record books of the
Acquiring Fund in the names of the Acquired Fund Shareholders and representing
the respective pro rata number of the Acquiring Fund Shares due such
shareholders. All issued and outstanding shares of the Acquired Fund will
simultaneously be 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
1:00 p.m. (Pacific time) on the Closing Date (such time and date being
hereinafter called the "Valuation Date"), using the valuation procedures set
forth in the Acquiring Fund's then-current prospectus or statement of
additional information.
2.2 The net asset value of an Acquiring Fund Share shall be the
net asset value per share computed as of 1:00 p.m. (Pacific time) on the
Valuation Date, using the valuation procedures set forth in the Acquiring
Fund's then-current prospectus or statement of additional information.
2.3 The number of the Acquiring Fund Shares to be issued
(including fractional shares, if any) in exchange for the Acquired Fund's net
assets shall be determined by dividing the value of the net assets of the
Acquired Fund determined using the same valuation procedures referred to in
paragraph 2.1 by the net asset value of one Acquiring Fund Share determined in
accordance with paragraph 2.2.
2.4 All computations of value shall be made in accordance with the
regular practices of the Acquiring Fund.
3. CLOSING AND CLOSING DATE.
3.1 The Closing Date shall be August 1, 1994 or such later date as
the parties may mutually agree. All acts taking place at the Closing Date
shall be deemed to take place simultaneously as of the close of business on
the Closing Date unless otherwise provided. The Closing shall be held at 1:00
p.m. (Pacific time) at the offices of the Acquiring Fund, Federated Investors
Tower, Pittsburgh, PA 15222-3779, or such other time and/or place as the
parties may mutually agree.
3.2 If on the Valuation Date (a) the primary trading market for
portfolio securities of the Acquiring Fund or the Acquired Fund shall be
closed to trading or trading thereon shall be restricted; or (b) trading or
the reporting of trading shall be disrupted so that accurate appraisal of the
value of the net assets of the Acquiring Fund or the Acquired Fund is
impracticable, the Closing Date shall be postponed until the first business
day after the day when trading shall have been fully resumed and reporting
shall have been restored.
3.3 State Street, as transfer agent for each of the Acquired Fund
and Acquiring Fund, shall deliver at the Closing a certificate of an
authorized officer stating that its records contain the names and addresses of
the Acquired Fund Shareholders and the number and percentage ownership of
outstanding shares owned by each such shareholder immediately prior to the
Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing
the Acquiring Fund Shares to be credited on the Closing Date to the Secretary
of the Acquired Fund, or provide evidence satisfactory to the Acquired Fund
that such Acquiring Fund Shares have been credited to the Acquired Fund's
account on the books of the Acquiring Fund. At the Closing, each party shall
deliver to the other such bills of sale, checks, assignments, assumption
agreements, share certificates, if any, receipts or other documents as such
other party or its counsel may reasonably request.
4. REPRESENTATIONS AND WARRANTIES.
4.1 The Acquired Fund represents and warrants to the Acquiring
Fund as follows:
(a) The Acquired Fund is a business trust duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Massachusetts and has power to own all of its properties and assets and to
carry out this Agreement.
(b) The Acquired Fund is registered under the 1940 Act, as
an open-end, non-diversified, management investment company, and such
registration has not been revoked or rescinded and is in full force and
effect.
(c) The Acquired Fund is not, and the execution, delivery
and performance of this Agreement will not result, in material violation of
its Declaration of Trust or By-Laws or of any agreement, indenture,
instrument, contract, lease or other undertaking to which the Acquired Fund is
a party or by which it is bound.
(d) The Acquired Fund has no material contracts or other
commitments outstanding (other than this Agreement) which will result in
liability to it after the Closing Date.
(e) No litigation or administrative proceeding or
investigation of or before any court or governmental body is currently pending
or to its knowledge threatened against the Acquired Fund or any of its
properties or assets which, if adversely determined, would materially and
adversely affect its financial condition or the conduct of its business. The
Acquired Fund knows of no facts which might form the basis for the institution
of such proceedings, and is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body which materially
and adversely affects its business or its ability to consummate the
transactions herein contemplated.
(f) The current prospectus and statement of additional
information of the Acquired Fund conform in all material respects to the
applicable requirements of the Securities Act of 1933, as amended (the "1933
Act"), and the 1940 Act and the rules and regulations of the Securities and
Exchange Commission (the "Commission") thereunder and do not include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein as necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
(g) The Statements of Assets and Liabilities of the Acquired
Fund at September 30, 1992 and 1993 have been audited by Deloitte & Touche,
independent auditors, and have been prepared in accordance with generally
accepted accounting principles, consistently applied, and such statements
(copies of which have been furnished to the Acquiring Fund) fairly reflect the
financial condition of the Acquired Fund as of such dates, and there are no
known contingent liabilities of the Acquired Fund as of such dates not
disclosed therein.
(h) Since September 30, 1993, there has not been any
material adverse change in the Acquired Fund's financial condition, assets,
liabilities or business other than changes occurring in the ordinary course of
business, or any incurrence by the Acquired Fund of indebtedness maturing more
than one year from the date such indebtedness was incurred, except as
otherwise disclosed to and accepted by the Acquiring Fund.
(i) At the Closing Date, all Federal and other tax returns
and reports of the Acquired Fund required by law to have been filed by such
dates shall have been filed, and all Federal and other taxes shall have been
paid so far as due, or provision shall have been made for the payment thereof,
and to the best of the Acquired Fund's knowledge no such return is currently
under audit and no assessment has been asserted with respect to such returns.
(j) For each fiscal year of its operation, the Acquired Fund
has met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company.
(k) All issued and outstanding shares of the Acquired Fund
are, and at the Closing Date will be, duly and validly issued and outstanding,
fully paid and non-assessable. All of the issued and outstanding shares of
the Acquired Fund will, at the time of the Closing, be held by the persons and
in the amounts set forth in the records of the transfer agent as provided in
paragraph 3.3. The Acquired Fund does not have outstanding any options,
warrants or other rights to subscribe for or purchase any of the Acquired Fund
shares, nor is there outstanding any security convertible into any of the
Acquired Fund Shares.
(l) On the Closing Date, the Acquired Fund will have full
right, power and authority to sell, assign, transfer and deliver the assets to
be transferred by it hereunder.
(m) The execution, delivery and performance of this
Agreement will have been duly authorized prior to the Closing Date by all
necessary action on the part of the Acquired Fund's Trustees and, subject to
the approval of the Acquired Fund Shareholders, this Agreement will constitute
the valid and legally binding obligation of the Acquired Fund enforceable in
accordance with its terms, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto, and to general principles of equity and the discretion of the
court (regardless of whether the enforceability is considered in a proceeding
in equity or at law).
(n) The prospectus/proxy statement of the Acquired Fund (the
"Prospectus/Proxy Statement") to be included in the Registration Statement
referred to in paragraph 5.5 (other than information therein that relates to
the Acquiring Fund) will, on the effective date of the Registration Statement
and on the Closing Date, not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which such
statements were made, not misleading.
(o) The Acquired Fund has entered into an agreement under
which Federated Management will assume the expense of the reorganization
including accountants' fees, legal fees, registration fees, transfer taxes (if
any), the fees of banks and transfer agents and the costs of preparing,
printing, copying and mailing proxy solicitation materials to the Acquiring
Fund's shareholders and the costs of holding the Special Meeting of
Shareholders.
4.2 The Acquiring Fund represents and warrants to the Acquired
Fund as follows:
(a) The Trust is a business trust duly organized, validly
existing and in good standing under the laws of the Commonwealth of
Massachusetts and the Acquiring Fund has the power to carry on its business as
it is now being conducted and to carry out this Agreement.
(b) The Trust is registered under the 1940 Act as an
open-end, non-diversified, management investment company, and such
registration has not been revoked or rescinded and is in full force and
effect.
(c) The current prospectus and statement of additional
information of the Acquiring Fund conform in all material respectus to the
applicable requirements of the 1933 Act and the 1940 Act and the rules and
regulations of the Commission thereunder and do not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(d) The Acquiring Fund is not, and the execution, delivery
and performance of this Agreement will not result, in material violation of
the Trust's Declaration of Trust or By-Laws or of any agreement, indenture,
instrument, contract, lease or other undertaking to which the Acquiring Fund
is a party or by which it is bound.
(e) No litigation or administrative proceeding or
investigation of or before any court or governmental body is currently pending
or to its knowledge threatened against the Acquiring Fund or any of its
properties or assets which, if adversely determined, would materially and
adversely affect its financial condition or the conduct of its business. The
Acquiring Fund knows of no facts which might form the basis for the
institution of such proceedings, and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental body
which materially and adversely affects its business or its ability to
consummate the transactions contemplated herein.
(f) The Statement of Assets and Liabilities of the Acquiring
Fund at May 24, 1994, have been audited by Arthur Andersen, independent
auditors, and have been prepared in accordance with generally accepted
accounting principles, consistently applied, and such statements (copies of
which have been furnished to the Acquired Fund) fairly reflect the financial
condition of the Acquiring Fund as of such date.
(g) Since May 24, 1994, there has not been any material
adverse change in the Acquiring Fund's financial condition, assets,
liabilities or business other than changes occurring in the ordinary course of
business, or any incurrence by the Acquiring Fund of any indebtedness, except
as otherwise disclosed to and accepted by the Acquired Fund.
(h) At the Closing Date, all Federal and other tax returns
and reports of the Acquiring Fund required by law then to be filed shall have
been filed, and all Federal and other taxes shown as due on said returns and
reports shall have been paid or provision shall have been made for the payment
thereof.
(i) For each fiscal year of its operation, the Acquiring
Fund will meet the requirements of Subchapter M of the Code for qualification
and treatment as a regulated investment company.
(j) All issued and outstanding shares of the Acquiring Fund
are, and at the Closing Date will be, duly and validly issued and outstanding,
fully paid and non-assessable. The Acquiring Fund does not have outstanding
any options, warrants or other right to subscribe for or purchase any of the
Acquiring Fund Shares, nor is there outstanding any security convertible into
any Acquiring Fund Shares.
(k) The execution, delivery and performance of this
Agreement will have been duly authorized prior to the Closing Date by all
necessary action, if any, on the part of the Acquiring Fund's Trustees, and
this Agreement will constitute the valid and legally binding obligation of the
Acquiring Fund enforceable in accordance with its terms, subject to the effect
of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
and other similar laws relating to or affecting creditors' rights generally
and court decisions with respect thereto, and to general principles of equity
and the discretion of the court (regardless of whether the enforceability is
considered in a proceeding in equity or at law).
(l) The Prospectus/Proxy Statement to be included in the
Registration Statement (only insofar as it relates to the Acquiring Fund)
will, on the effective date of the Registration Statement and on the Closing
Date, not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which such statements
were made, not misleading.
(m) The Acquiring Fund has entered into an agreement under
which Federated Management will assume the expenses of the reorganization
including accountants' fees, legal fees, registration fees, transfer taxes (if
any), the fees of banks and transfer agents and the costs of preparing,
printing, copying and mailing proxy solicitation materials to the Acquired
Fund's shareholders and the costs of holding the Special Meeting of
Shareholders.
5. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND.
5.1 The Acquiring Fund and the Acquired Fund each will operate its
business in the ordinary course between the date hereof and the Closing Date,
it being understood that such ordinary course of business will include
customary dividends and distributions.
5.2 The Acquired Fund will call a meeting of the Acquired Fund
Shareholders to consider and act upon this Agreement and to take all other
action necessary to obtain approval of the transactions contemplated herein.
5.3 Subject to the provisions of this Agreement, the Acquiring
Fund and the Acquired Fund will each take, or cause to be taken, all action,
and do or cause to be done, all things reasonably necessary, proper or
advisable to consummate and make effective the transactions contemplated by
this Agreement.
5.4 As promptly as practicable, but in any case within sixty days
after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund, in
such form as is reasonably satisfactory to the Acquiring Fund, a statement of
the earnings and profits of the Acquired Fund for Federal income tax purposes
which will be carried over to the Acquiring Fund as a result of Section 381 of
the Code and which will be certified by the Acquired Fund's President and its
Treasurer.
5.5 The Acquired Fund will provide the Acquiring Fund with
information reasonably necessary for the preparation of a prospectus (the
"Prospectus") which will include the Proxy Statement, referred to in paragraph
4.1(o), all to be included in a Registration Statement on Form N-14 of the
Acquiring Fund (the "Registration Statement"), in compliance with the 1933
Act, the Securities Exchange Act of 1934, as amended, and the 1940 Act in
connection with the meeting of the Acquired Fund Shareholders to consider
approval of this Agreement and the transactions contemplated herein.
5.6 The Acquiring Fund agrees to use all reasonable efforts to
obtain the approvals and authorizations required by the 1933 Act, the 1940 Act
and such of the state Blue Sky or securities laws as it may deem appropriate
in order to continue its operations after the Closing Date.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.
The obligations of the Acquiring Fund to complete the transactions
provided for herein shall be subject, at its election, to the performance by
the Acquired Fund of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, the following conditions:
6.1 All representations and warranties of the Acquired Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date with the same force and
effect as if made on and as of the Closing Date.
6.2 The Acquired Fund shall have delivered to the Acquiring Fund a
statement of the Acquired Fund's assets, together with a list of the Acquired
Fund's portfolio securities showing the tax costs of such securities by lot
and the holding periods of such securities, as of the Closing Date, certified
by the Treasurer of the Acquired Fund.
6.3 The Acquired Fund shall have delivered to the Acquiring Fund
on the Closing Date a certificate executed in its name by its President or
Vice President and its Treasurer, in form and substance satisfactory to the
Acquiring Fund, to the effect that the representations and warranties of the
Acquired Fund made in this Agreement are true and correct at and as of the
Closing Date, except as they may be affected by the transactions contemplated
by this Agreement, and as to such other matters as the Acquiring Fund shall
reasonably request.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.
The obligations of the Acquired Fund to consummate the transactions
provided herein shall be subject, at its election, to the performance by the
Acquiring Fund of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of the Acquiring Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date with the same force and
effect as if made on and as of the Closing Date.
7.2 The Acquiring Fund shall have delivered to the Acquired Fund
on the Closing Date a certificate executed in its name by its President or
Vice President and its Treasurer, in form and substance reasonably
satisfactory to the Acquired Fund, to the effect that the representations and
warranties of the Acquiring Fund made in this Agreement are true and correct
at and as of the Closing Date, except as they may be affected by the
transactions contemplated by this Agreement, and as to such other matters as
the Acquired Fund shall reasonably request.
8. FURTHER CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE ACQUIRING
FUND AND THE ACQUIRED FUND.
If any of the conditions set forth below do not exist on or before
the Closing Date with respect to the Acquired Fund or the Acquiring Fund, the
other party to this Agreement shall, at its option, not be required to
consummate the transactions contemplated by this Agreement.
8.1 The Agreement and the transactions contemplated herein shall
have been approved by the requisite vote of the holders of the outstanding
shares of the Acquired Fund in accordance with the provisions of the Acquired
Fund's Declaration of Trust.
8.2 On the Closing Date no action, suit or other proceeding shall
be pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with,
this Agreement or the transactions contemplated herein.
8.3 All consents of other parties and all other consents, orders
and permits of Federal, state and local regulatory authorities (including
those of the Commission and of state Blue Sky and securities authorities)
deemed necessary by the Acquiring Fund or the Acquired Fund to permit
consummation, in all material respects, of the transactions contemplated
hereby shall have been obtained, except where failure to obtain any such
consent, order or permit would not involve a risk of a material adverse effect
on the assets or properties of the Acquiring Fund or the Acquired Fund,
provided that either party hereto may for itself waive any of such conditions.
8.4 Registration Statement shall have become effective under the
1933 Act and no stop orders suspending the effectiveness thereof shall have
been issued and, to the best knowledge of the parties hereto, no investigation
or proceeding for that purpose shall have been instituted or be pending,
threatened or contemplated under the 1933 Act.
8.5 Acquiring Fund shall have received an opinion of Dickstein,
Shapiro & Morin substantially to the effect that for Federal income tax
purposes:
(a) The transfer of all or substantially all of the Acquired
Fund assets in exchange for the Acquiring Fund Shares and the distribution of
the Acquiring Fund Shares to the shareholders of the Acquired Fund in
liquidation of the Acquired Fund will constitute a "reorganization" within the
meaning of Section 368(a)(1)(F) of the Code; (b) No gain or loss will be
recognized by the Acquiring Fund upon the receipt of the assets of the
Acquired Fund solely in exchange for the Acquiring Fund Shares; (c) No gain or
loss will be recognized by the Acquired Fund upon the transfer of the Acquired
Fund assets to the Acquiring Fund in exchange for the Acquiring Fund Shares or
upon the distribution (whether actual or constructive) of the Acquiring Fund
Shares to Acquired Fund Shareholders in exchange for their shares of the
Acquired Fund; (d) No gain or loss will be recognized by the Acquired Fund
Shareholders upon the exchange of their Acquired Fund shares for the Acquiring
Fund Shares; (e) The tax basis of the Acquired Fund assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the
Acquired Fund immediately prior to the Reorganization; (f) The tax basis of
the Acquiring Fund Shares received by each of the Acquired Fund Shareholders
pursuant to the Reorganization will be the same as the tax basis of the
Acquired Fund shares held by such shareholder immediately prior to the
Reorganization; (g) The holding period of the assets of the Acquired Fund in
the hands of the Acquiring Fund will include the period during which those
assets were held by the Acquired Fund; and (h) The holding period of the
Acquiring Fund Shares to be received by each Acquired Fund Shareholder will
include the period during which the Acquired Fund shares exchanged therefor
were held by such shareholder (provided the Acquired Fund shares were held as
capital assets on the date of the Reorganization).
9. TERMINATION OF AGREEMENT.
9.1 This Agreement and the transactions contemplated hereby may be
terminated and abandoned by resolution of the Board of Trustees of the
Acquired Fund or the Acquiring Fund at any time prior to the Closing Date (and
notwithstanding any vote of the Board of Trustees of the Acquired Fund) if
circumstances should develop that, in the opinion of either of the parties'
Board of Trustees, make proceeding with the Agreement inadvisable.
9.2 If this Agreement is terminated and the exchange contemplated
hereby is abandoned pursuant to the provisions of this Section 9, this
Agreement shall become void and have no effect, without any liability on the
part of any party hereto or the trustees, officers or shareholders of the
Acquiring Fund or of the Acquired Fund, in respect of this Agreement.
10. WAIVER.
At any time prior to the Closing Date, any of the foregoing
conditions may be waived by the Board of Trustees of the Acquiring Fund or of
the Acquired Fund, if, in the judgment of either, such waiver will not have a
material adverse effect on the benefits intended under this Agreement to the
shareholders of the Acquiring Fund or of the Acquired Fund, as the case may
be.
11. MISCELLANEOUS.
11.1 None of the representations and warranties included or
provided for herein shall survive consummation of the transactions
contemplated hereby.
11.2 This Agreement contains the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof, and
merges and supersedes all prior discussions, agreements, and understandings of
every kind and nature between them relating to the subject matter hereof.
Neither party shall be bound by any condition, definition, warranty or
representation, other than as set forth or provided in this Agreement or as
may be set forth in a later writing signed by the party to be bound thereby.
11.3 This Agreement shall be governed and construed in accordance
with the internal laws of the Commonwealth of Massachusetts, without giving
effect to principles of conflict of laws.
11.4 This Agreement may be executed in any number of counterparts,
each of which, when executed and delivered, shall be deemed to be an original.
11.5 This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment
or transfer hereof of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein
expressed or implied is intended or shall be construed to confer upon or give
any person, firm or corporation, other than the parties hereto and their
respective successors and assigns, any rights or remedies under or by reason
of this Agreement.
11.6 The Acquired Fund is hereby expressly put on notice of the
limitation of liability as set forth in Article XI of the Declaration of Trust
of the Acquiring Fund and agrees that the obligations assumed by the Acquiring
Fund pursuant to this Agreement shall be limited in any case to the Acquiring
Fund and its assets and the Acquired Fund shall not seek satisfaction of any
such obligation from the shareholders of the Acquiring Fund, the trustees,
officers, employees or agents of the Acquiring Fund or any of them.
11.7 The Acquiring Fund is hereby expressly put on notice of the
limitation of liability as set forth in Article XI of the Declaration of Trust
of the Acquired Fund and agrees that the obligations assumed by the Acquired
Fund pursuant to this Agreement shall be limited in any case to the Acquired
Fund and its assets and the Acquiring Fund shall not seek satisfaction of any
such obligation from the shareholders of the Acquired Fund, the trustees,
officers, employees or agents of the Acquired Fund or any of them.
IN WITNESS WHEREOF, the Acquired Fund and the Acquiring Fund have
caused this Agreement and Plan of Reorganization to be executed and attested
on its behalf by its duly authorized representatives as of the date first
above written.
Acquired Fund:
California Municipal Cash Trust
Attest:
By:______________________________
____________________
Assistant Secretary Name:___________________________
Title:
Acquiring Fund:
Federated Municipal Trust, on
behalf of its Portfolio,
California Municipal Cash Trust
Attest:
By: _______________________________
____________________
Assistant Secretary Name:_____________________________
Title:
STATEMENT OF ADDITIONAL INFORMATION
June 9, 1994
Acquisition of the assets of
CALIFORNIA MUNICIPAL CASH TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-235-4669
By and in exchange for shares of
CALIFORNIA MUNICIPAL CASH TRUST,
a portfolio of FEDERATED MUNICIPAL TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-235-4669
This Statement of Additional Information dated June 9, 1994 is not a
prospectus. A Prospectus/Proxy Statement dated June 9, 1994 related to the
above-referenced matter may be obtained from Federated Municipal Trust, on
behalf of its portfolio, California Municipal Cash Trust, Federated Investors
Tower, Pittsburgh, Pennsylvania 15222-3779. This Statement of Additional
Information should be read in conjunction with such Prospectus/Proxy
Statement.
TABLE OF CONTENTS
1. Statement of Additional Information of California Municipal Cash Trust,
a portfolio of Federated Municipal Trust, dated May 31, 1994
2. Statement of Additional Information of California Municipal Cash Trust,
dated November 30, 1993
3. Financial Statements of California Municipal Cash Trust, a portfolio of
Federated Municipal Trust, dated May 24, 1994
4. Financial Statements of California Municipal Cash Trust dated September
30, 1993
5. Financial Statements (unaudited) of California Municipal Cash Trust
dated March 31, 1994
The Statement of Additional Information of California Municipal Cash
Trust (the "Portfolio") dated May 31, 1994, a portfolio of Federated Municipal
Trust (the "Trust"), is incorporated herein by reference to Post-Effective
Amendment No. 25 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 March 31, 1994.
The Statement of Additional Information of California Municipal Cash
Trust (the "Fund") dated November 30, 1993 is incorporated herein by reference
to Post-Effective Amendment No. 7 to the Fund's Registration Statement on Form
N-1A (File No. 33-26846) which was filed with the Securities and Exchange
Commission on or about November 30, 1993. A copy may be obtained from the
Trust at Federated Investors Tower, Pittsburgh, PA 15222-3279. Telephone
Number: 1-800-235-4669.
The audited financial statements of the Portfolio dated May 24, 1994
are incorporated herein by reference to the Portfolio's Prospectus dated May
31, 1994 which was filed with the Securities and Exchange Commission in
Post-Effective Amendment No. _______ to the Trust's Registration Statement on
Form N-1A (File No. 33-31259) on or about ______, 1994.*
The audited financial statements of the Fund dated September 30,
1993 are incorporated herein by reference to the Fund's Prospectus dated
November 30, 1993 which was filed with the Securities and Exchange Commission
in Post-Effective Amendment No. 7 to the Fund's Registration Statement on Form
N-1A (File No. 33-26846) on or about November 30, 1993.
The unaudited financial statements of the Fund dated March 31, 1994
are included herein.*
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*
5. Not Applicable
6.1 Investment Advisory Contracts of the Registrant(1)
6.2 Form of Exhibit L to Investment Advisory Contract for California
Municipal Cash Trust(3)
7.1 Distributor's Contract of the Registrant(4)
7.2 Distributor's Contract of the Registrant: Form of Exhibit T to the
Distributor's Contract for California Municipal Cash Trust(3)
8. Not Applicable
9.1 Conformed Copy of Custodian Agreementof the Registrant(5)
9.2 Conformed Copy of Transfer Agency Agreement(5)
10.1 Copy of Rule 12b-1 Plan of the Registrant(1)
10.2 Copy of Rule 12b-1 Agreement of the Registrant(1)
11. Opinion of Houston Houston & Donnelly regarding legality of shares
being issued**
12. Opinion of Dickstein, Shapiro & Morin 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. Consent of Independent Auditors**
15. Not Applicable
16. Conformed Copy of Powers of Attorney*
17.1 Declaration under Rule 24f-2*
17.2 Form of Proxy*
__________________
* Filed electronically.
** To be filed by amendment.
(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. 33-31251
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. 33-31251 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).
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 May 6,
1994.
CALIFORNIA MUNICIPAL CASH TRUST
(Registrant)
By:_________________________________
Glen R. Johnson
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on May 6, 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
* By: ________________________
Attorney-in-Fact
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated May 6, 1994 (the
"Agreement"), between FEDERATED MUNICIPAL TRUST, a Massachusetts business
trust (the "Trust") on behalf of its portfolio CALIFORNIA MUNICIPAL CASH TRUST
(hereinafter called the "Acquiring Fund"), and CALIFORNIA MUNICIPAL CASH
TRUST, a Massachusetts business trust (hereinafter called the "Acquired
Fund").
This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a)(1)(F) of
the United States Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization (the "Reorganization") will consist of the transfer of all of
the assets of the Acquired Fund in exchange solely for shares of beneficial
interest of the Acquiring Fund (the "Acquiring Fund Shares") and the
distribution, after the Closing Date hereinafter referred to, of the Acquiring
Fund Shares to the shareholders of the Acquired Fund in liquidation of the
Acquired Fund as provided herein, all upon the terms and conditions
hereinafter set forth in this Agreement.
WHEREAS, the Acquired Fund and the Acquiring Fund are registered
open-end management investment companies and the Acquired Fund owns securities
in which the Acquiring Fund is permitted to invest;
WHEREAS, both the Acquired Fund and the Acquiring Fund are
authorized to issue their shares of beneficial interest;
WHEREAS, the Board of Trustees, including a majority of the Trustees
who are not "interested persons" (as defined under the Investment Company Act
of 1940, as amended (the "1940 Act")), of the Acquiring Fund has determined
that the exchange of all or substantially all of the assets of the Acquired
Fund for Acquiring Fund Shares is in the best interests of the Acquiring Fund
shareholders and that the interests of the existing shareholders of the
Acquiring Fund would not be diluted as a result of this transaction; and
WHEREAS, the Board of Trustees, including a majority of the Trustees
who are not "interested persons" (as defined under the 1940 Act), of the
Acquired Fund has determined that the exchange of all of the assets of the
Acquired Fund for Acquiring Fund Shares is in the best interests of the
Acquired Fund shareholders and that the interests of the existing shareholders
of the Acquired Fund would not be diluted as a result of this transaction;
NOW THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties agree as follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR THE
ACQUIRING FUND SHARES AND LIQUIDATION OF THE ACQUIRED FUND.
1.1 Subject to the terms and conditions contained herein, the
Acquired Fund agrees to assign, transfer and convey to the Acquiring Fund all
of the assets of the Acquired Fund, including all securities and cash, and the
Acquiring Fund agrees in exchange therefor (i) to deliver to the Acquired Fund
the number of Acquiring Fund Shares, including fractional Acquiring Fund
Shares, determined as set forth in paragraph 2.3. Such transaction shall take
place at the closing (the "Closing") on the closing date (the "Closing Date")
provided for in paragraph 3.1 In lieu of delivering certificates for the
Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund
Shares to the Acquired Fund's account on the stock record books of the
Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund.
1.2 The Acquired Fund will discharge all of its liabilities and
obligations prior to the Closing Date.
1.3 Delivery of the assets of the Acquired Fund to be transferred
shall be made on the Closing Date and shall be delivered to State Street Bank
and Trust Company (hereinafter called "State Street"), Boston, Massachusetts,
the Acquiring Fund's custodian (the "Custodian"), for the account of the
Acquiring Fund, together with proper instructions and all necessary documents
to transfer to the account of the Acquiring Fund, free and clear of all liens,
encumbrances, rights, restrictions and claims. All cash delivered shall be in
the form of currency and immediately available funds payable to the order of
the Custodian for the account of the Acquiring Fund.
1.4 The Acquired Fund will pay or cause to be paid to the
Acquiring Fund any dividends or interest received on or after the Closing Date
with respect to assets transferred to the Acquiring Fund hereunder. The
Acquired Fund will transfer to the Acquiring Fund any distributions, rights or
other assets received by the Acquired Fund after the Closing Date as
distributions on or with respect to the securities transferred. Such assets
shall be deemed included in assets transferred to the Acquiring Fund on the
Closing Date and shall not be separately valued.
1.5 As soon after the Closing Date as is conveniently practicable
(the "Liquidation Date"), the Acquired Fund will liquidate and distribute pro
rata to the Acquired Fund's shareholders of record, determined as of the close
of business on the Closing Date (the "Acquired Fund Shareholders"), the
Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1.
Such liquidation and distribution will be accomplished by the transfer of the
Acquiring Fund Shares then credited to the account of the Acquired Fund on the
books of the Acquiring Fund to open accounts on the share record books of the
Acquiring Fund in the names of the Acquired Fund Shareholders and representing
the respective pro rata number of the Acquiring Fund Shares due such
shareholders. All issued and outstanding shares of the Acquired Fund will
simultaneously be 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
1:00 p.m. (Pacific time) on the Closing Date (such time and date being
hereinafter called the "Valuation Date"), using the valuation procedures set
forth in the Acquiring Fund's then-current prospectus or statement of
additional information.
2.2 The net asset value of an Acquiring Fund Share shall be the
net asset value per share computed as of 1:00 p.m. (Pacific time) on the
Valuation Date, using the valuation procedures set forth in the Acquiring
Fund's then-current prospectus or statement of additional information.
2.3 The number of the Acquiring Fund Shares to be issued
(including fractional shares, if any) in exchange for the Acquired Fund's net
assets shall be determined by dividing the value of the net assets of the
Acquired Fund determined using the same valuation procedures referred to in
paragraph 2.1 by the net asset value of one Acquiring Fund Share determined in
accordance with paragraph 2.2.
2.4 All computations of value shall be made in accordance with the
regular practices of the Acquiring Fund.
3. CLOSING AND CLOSING DATE.
3.1 The Closing Date shall be August 1, 1994 or such later date as
the parties may mutually agree. All acts taking place at the Closing Date
shall be deemed to take place simultaneously as of the close of business on
the Closing Date unless otherwise provided. The Closing shall be held at 1:00
p.m. (Pacific time) at the offices of the Acquiring Fund, Federated Investors
Tower, Pittsburgh, PA 15222-3779, or such other time and/or place as the
parties may mutually agree.
3.2 If on the Valuation Date (a) the primary trading market for
portfolio securities of the Acquiring Fund or the Acquired Fund shall be
closed to trading or trading thereon shall be restricted; or (b) trading or
the reporting of trading shall be disrupted so that accurate appraisal of the
value of the net assets of the Acquiring Fund or the Acquired Fund is
impracticable, the Closing Date shall be postponed until the first business
day after the day when trading shall have been fully resumed and reporting
shall have been restored.
3.3 State Street, as transfer agent for each of the Acquired Fund
and Acquiring Fund, shall deliver at the Closing a certificate of an
authorized officer stating that its records contain the names and addresses of
the Acquired Fund Shareholders and the number and percentage ownership of
outstanding shares owned by each such shareholder immediately prior to the
Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing
the Acquiring Fund Shares to be credited on the Closing Date to the Secretary
of the Acquired Fund, or provide evidence satisfactory to the Acquired Fund
that such Acquiring Fund Shares have been credited to the Acquired Fund's
account on the books of the Acquiring Fund. At the Closing, each party shall
deliver to the other such bills of sale, checks, assignments, assumption
agreements, share certificates, if any, receipts or other documents as such
other party or its counsel may reasonably request.
4. REPRESENTATIONS AND WARRANTIES.
4.1 The Acquired Fund represents and warrants to the Acquiring
Fund as follows:
(a) The Acquired Fund is a business trust duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Massachusetts and has power to own all of its properties and assets and to
carry out this Agreement.
(b) The Acquired Fund is registered under the 1940 Act, as
an open-end, non-diversified, management investment company, and such
registration has not been revoked or rescinded and is in full force and
effect.
(c) The Acquired Fund is not, and the execution, delivery
and performance of this Agreement will not result, in material violation of
its Declaration of Trust or By-Laws or of any agreement, indenture,
instrument, contract, lease or other undertaking to which the Acquired Fund is
a party or by which it is bound.
(d) The Acquired Fund has no material contracts or other
commitments outstanding (other than this Agreement) which will result in
liability to it after the Closing Date.
(e) No litigation or administrative proceeding or
investigation of or before any court or governmental body is currently pending
or to its knowledge threatened against the Acquired Fund or any of its
properties or assets which, if adversely determined, would materially and
adversely affect its financial condition or the conduct of its business. The
Acquired Fund knows of no facts which might form the basis for the institution
of such proceedings, and is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body which materially
and adversely affects its business or its ability to consummate the
transactions herein contemplated.
(f) The current prospectus and statement of additional
information of the Acquired Fund conform in all material respects to the
applicable requirements of the Securities Act of 1933, as amended (the "1933
Act"), and the 1940 Act and the rules and regulations of the Securities and
Exchange Commission (the "Commission") thereunder and do not include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein as necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
(g) The Statements of Assets and Liabilities of the Acquired
Fund at September 30, 1992 and 1993 have been audited by Deloitte & Touche,
independent auditors, and have been prepared in accordance with generally
accepted accounting principles, consistently applied, and such statements
(copies of which have been furnished to the Acquiring Fund) fairly reflect the
financial condition of the Acquired Fund as of such dates, and there are no
known contingent liabilities of the Acquired Fund as of such dates not
disclosed therein.
(h) The unaudited Statement of Assets and Liabilities of the
Acquired Fund at March 31, 1994 has been prepared in accordance with generally
accepted accounting principles, consistently applied, and such statement
(copies of which have been furnished to the Acquiring Fund) fairly reflect the
financial condition of the Acquired Fund as of such date, and there are no
known contingent liabilities of the Acquired Fund as of such date not
disclosed therein.
(i) Since March 31, 1994, 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.
(j) 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.
(k) 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.
(l) 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.
(m) 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.
(n) 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).
(o) 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.
(p) 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, consistently applied, and such statements (copies of
which have been furnished to the Acquired Fund) fairly reflect the financial
condition of the Acquiring Fund as of such date.
(g) Since May 24, 1994, there has not been any material
adverse change in the Acquiring Fund's financial condition, assets,
liabilities or business other than changes occurring in the ordinary course of
business, or any incurrence by the Acquiring Fund of any indebtedness, except
as otherwise disclosed to and accepted by the Acquired Fund.
(h) At the Closing Date, all Federal and other tax returns
and reports of the Acquiring Fund required by law then to be filed shall have
been filed, and all Federal and other taxes shown as due on said returns and
reports shall have been paid or provision shall have been made for the payment
thereof.
(i) For each fiscal year of its operation, the Acquiring
Fund will meet the requirements of Subchapter M of the Code for qualification
and treatment as a regulated investment company.
(j) All issued and outstanding shares of the Acquiring Fund
are, and at the Closing Date will be, duly and validly issued and outstanding,
fully paid and non-assessable. The Acquiring Fund does not have outstanding
any options, warrants or other right to subscribe for or purchase any of the
Acquiring Fund Shares, nor is there outstanding any security convertible into
any Acquiring Fund Shares.
(k) The execution, delivery and performance of this
Agreement will have been duly authorized prior to the Closing Date by all
necessary action, if any, on the part of the Acquiring Fund's Trustees, and
this Agreement will constitute the valid and legally binding obligation of the
Acquiring Fund enforceable in accordance with its terms, subject to the effect
of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
and other similar laws relating to or affecting creditors' rights generally
and court decisions with respect thereto, and to general principles of equity
and the discretion of the court (regardless of whether the enforceability is
considered in a proceeding in equity or at law).
(l) The Prospectus/Proxy Statement to be included in the
Registration Statement (only insofar as it relates to the Acquiring Fund)
will, on the effective date of the Registration Statement and on the Closing
Date, not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which such statements
were made, not misleading.
(m) The Acquiring Fund has entered into an agreement under
which Federated Management will assume the expenses of the reorganization
including accountants' fees, legal fees, registration fees, transfer taxes (if
any), the fees of banks and transfer agents and the costs of preparing,
printing, copying and mailing proxy solicitation materials to the Acquired
Fund's shareholders and the costs of holding the Special Meeting of
Shareholders.
5. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND.
5.1 The Acquiring Fund and the Acquired Fund each will operate its
business in the ordinary course between the date hereof and the Closing Date,
it being understood that such ordinary course of business will include
customary dividends and distributions.
5.2 The Acquired Fund will call a meeting of the Acquired Fund
Shareholders to consider and act upon this Agreement and to take all other
action necessary to obtain approval of the transactions contemplated herein.
5.3 Subject to the provisions of this Agreement, the Acquiring
Fund and the Acquired Fund will each take, or cause to be taken, all action,
and do or cause to be done, all things reasonably necessary, proper or
advisable to consummate and make effective the transactions contemplated by
this Agreement.
5.4 As promptly as practicable, but in any case within sixty days
after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund, in
such form as is reasonably satisfactory to the Acquiring Fund, a statement of
the earnings and profits of the Acquired Fund for Federal income tax purposes
which will be carried over to the Acquiring Fund as a result of Section 381 of
the Code and which will be certified by the Acquired Fund's President and its
Treasurer.
5.5 The Acquired Fund will provide the Acquiring Fund with
information reasonably necessary for the preparation of a prospectus (the
"Prospectus") which will include the Proxy Statement, referred to in paragraph
4.1(o), all to be included in a Registration Statement on Form N-14 of the
Acquiring Fund (the "Registration Statement"), in compliance with the 1933
Act, the Securities Exchange Act of 1934, as amended, and the 1940 Act in
connection with the meeting of the Acquired Fund Shareholders to consider
approval of this Agreement and the transactions contemplated herein.
5.6 The Acquiring Fund agrees to use all reasonable efforts to
obtain the approvals and authorizations required by the 1933 Act, the 1940 Act
and such of the state Blue Sky or securities laws as it may deem appropriate
in order to continue its operations after the Closing Date.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.
The obligations of the Acquiring Fund to complete the transactions
provided for herein shall be subject, at its election, to the performance by
the Acquired Fund of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, the following conditions:
6.1 All representations and warranties of the Acquired Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date with the same force and
effect as if made on and as of the Closing Date.
6.2 The Acquired Fund shall have delivered to the Acquiring Fund a
statement of the Acquired Fund's assets, together with a list of the Acquired
Fund's portfolio securities showing the tax costs of such securities by lot
and the holding periods of such securities, as of the Closing Date, certified
by the Treasurer of the Acquired Fund.
6.3 The Acquired Fund shall have delivered to the Acquiring Fund
on the Closing Date a certificate executed in its name by its President or
Vice President and its Treasurer, in form and substance satisfactory to the
Acquiring Fund, to the effect that the representations and warranties of the
Acquired Fund made in this Agreement are true and correct at and as of the
Closing Date, except as they may be affected by the transactions contemplated
by this Agreement, and as to such other matters as the Acquiring Fund shall
reasonably request.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.
The obligations of the Acquired Fund to consummate the transactions
provided herein shall be subject, at its election, to the performance by the
Acquiring Fund of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of the Acquiring Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date with the same force and
effect as if made on and as of the Closing Date.
7.2 The Acquiring Fund shall have delivered to the Acquired Fund
on the Closing Date a certificate executed in its name by its President or
Vice President and its Treasurer, in form and substance reasonably
satisfactory to the Acquired Fund, to the effect that the representations and
warranties of the Acquiring Fund made in this Agreement are true and correct
at and as of the Closing Date, except as they may be affected by the
transactions contemplated by this Agreement, and as to such other matters as
the Acquired Fund shall reasonably request.
8. FURTHER CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE ACQUIRING
FUND AND THE ACQUIRED FUND.
If any of the conditions set forth below do not exist on or before
the Closing Date with respect to the Acquired Fund or the Acquiring Fund, the
other party to this Agreement shall, at its option, not be required to
consummate the transactions contemplated by this Agreement.
8.1 The Agreement and the transactions contemplated herein shall
have been approved by the requisite vote of the holders of the outstanding
shares of the Acquired Fund in accordance with the provisions of the Acquired
Fund's Declaration of Trust.
8.2 On the Closing Date no action, suit or other proceeding shall
be pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with,
this Agreement or the transactions contemplated herein.
8.3 All consents of other parties and all other consents, orders
and permits of Federal, state and local regulatory authorities (including
those of the Commission and of state Blue Sky and securities authorities)
deemed necessary by the Acquiring Fund or the Acquired Fund to permit
consummation, in all material respects, of the transactions contemplated
hereby shall have been obtained, except where failure to obtain any such
consent, order or permit would not involve a risk of a material adverse effect
on the assets or properties of the Acquiring Fund or the Acquired Fund,
provided that either party hereto may for itself waive any of such conditions.
8.4 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 shall have received an opinion of
Dickstein, Shapiro & Morin substantially to the effect that for Federal income
tax purposes:
(a) The transfer of all or substantially all of the Acquired
Fund assets in exchange for the Acquiring Fund Shares and the distribution of
the Acquiring Fund Shares to the shareholders of the Acquired Fund in
liquidation of the Acquired Fund will constitute a "reorganization" within the
meaning of Section 368(a)(1)(F) of the Code; (b) No gain or loss will be
recognized by the Acquiring Fund upon the receipt of the assets of the
Acquired Fund solely in exchange for the Acquiring Fund Shares; (c) No gain or
loss will be recognized by the Acquired Fund upon the transfer of the Acquired
Fund assets to the Acquiring Fund in exchange for the Acquiring Fund Shares or
upon the distribution (whether actual or constructive) of the Acquiring Fund
Shares to Acquired Fund Shareholders in exchange for their shares of the
Acquired Fund; (d) No gain or loss will be recognized by the Acquired Fund
Shareholders upon the exchange of their Acquired Fund shares for the Acquiring
Fund Shares; (e) The tax basis of the Acquired Fund assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the
Acquired Fund immediately prior to the Reorganization; (f) The tax basis of
the Acquiring Fund Shares received by each of the Acquired Fund Shareholders
pursuant to the Reorganization will be the same as the tax basis of the
Acquired Fund shares held by such shareholder immediately prior to the
Reorganization; (g) The holding period of the assets of the Acquired Fund in
the hands of the Acquiring Fund will include the period during which those
assets were held by the Acquired Fund; and (h) The holding period of the
Acquiring Fund Shares to be received by each Acquired Fund Shareholder will
include the period during which the Acquired Fund shares exchanged therefor
were held by such shareholder (provided the Acquired Fund shares were held as
capital assets on the date of the Reorganization).
9. TERMINATION OF AGREEMENT.
9.1 This Agreement and the transactions contemplated hereby may be
terminated and abandoned by resolution of the Board of Trustees of the
Acquired Fund or the Acquiring Fund at any time prior to the Closing Date (and
notwithstanding any vote of the Board of Trustees of the Acquired Fund) if
circumstances should develop that, in the opinion of either of the parties'
Board of Trustees, make proceeding with the Agreement inadvisable.
9.2 If this Agreement is terminated and the exchange contemplated
hereby is abandoned pursuant to the provisions of this Section 9, this
Agreement shall become void and have no effect, without any liability on the
part of any party hereto or the trustees, officers or shareholders of the
Acquiring Fund or of the Acquired Fund, in respect of this Agreement.
10. WAIVER.
At any time prior to the Closing Date, any of the foregoing
conditions may be waived by the Board of Trustees of the Acquiring Fund or of
the Acquired Fund, if, in the judgment of either, such waiver will not have a
material adverse effect on the benefits intended under this Agreement to the
shareholders of the Acquiring Fund or of the Acquired Fund, as the case may
be.
11. MISCELLANEOUS.
11.1 None of the representations and warranties included or
provided for herein shall survive consummation of the transactions
contemplated hereby.
11.2 This Agreement contains the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof, and
merges and supersedes all prior discussions, agreements, and understandings of
every kind and nature between them relating to the subject matter hereof.
Neither party shall be bound by any condition, definition, warranty or
representation, other than as set forth or provided in this Agreement or as
may be set forth in a later writing signed by the party to be bound thereby.
11.3 This Agreement shall be governed and construed in accordance
with the internal laws of the Commonwealth of Massachusetts, without giving
effect to principles of conflict of laws.
11.4 This Agreement may be executed in any number of counterparts,
each of which, when executed and delivered, shall be deemed to be an original.
11.5 This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment
or transfer hereof of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein
expressed or implied is intended or shall be construed to confer upon or give
any person, firm or corporation, other than the parties hereto and their
respective successors and assigns, any rights or remedies under or by reason
of this Agreement.
11.6 The Acquired Fund is hereby expressly put on notice of the
limitation of liability as set forth in Article XI of the Declaration of Trust
of the Acquiring Fund and agrees that the obligations assumed by the Acquiring
Fund pursuant to this Agreement shall be limited in any case to the Acquiring
Fund and its assets and the Acquired Fund shall not seek satisfaction of any
such obligation from the shareholders of the Acquiring Fund, the trustees,
officers, employees or agents of the Acquiring Fund or any of them.
11.7 The Acquiring Fund is hereby expressly put on notice of the
limitation of liability as set forth in Article XI of the Declaration of Trust
of the Acquired Fund and agrees that the obligations assumed by the Acquired
Fund pursuant to this Agreement shall be limited in any case to the Acquired
Fund and its assets and the Acquiring Fund shall not seek satisfaction of any
such obligation from the shareholders of the Acquired Fund, the trustees,
officers, employees or agents of the Acquired Fund or any of them.
IN WITNESS WHEREOF, the Acquired Fund and the Acquiring Fund have
caused this Agreement and Plan of Reorganization to be executed and attested
on its behalf by its duly authorized representatives as of the date first
above written.
Acquired Fund: California Municipal Cash Trust
Attest:
By:
_________________________
Assistant Secretary Name:
Title:
Acquiring Fund: FEderated Municipal Trust,
on behalf of its Portfolio,
California Municipal Cash Trust
Attest:
By:______________________________
_________________________
Assistant Secretary
Name:
Title:
CALIFORNIA MUNICIPAL CASH TRUST
FEDERATED INVESTORS TOWER
PITTSBURGH PA 15222-3779
CALIFORNIA MUNICIPAL CASH TRUST
CUSIP NO. 130482102 FOR SPECIAL MEETING OF SHAREHOLDERS JULY 29, 1994
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
California Municipal Cash Trust hereby appoint Robert C. Rosselot, Carol
Kayworth, Mason Douglas and Patricia Conner, or any of them true and lawful
attorneys, with power of substitution of each, to vote all shares of
California Municipal Cash Trust, which the undersigned is entitled to vote, at
the Special Meeting of Shareholders to be held on July 29, 1994, at Federated
Investors Tower, Pittsburgh, Pennsylvania, at 9:00 a.m. (Eastern Standard
Time) and at any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The attorneys
named will vote the shares represented by this proxy in accordance with the
choices made on this card. IF NO CHOICE IS INDICATED AS TO ANY ITEM, THIS
PROXY WILL BE VOTED AFFIRMATIVELY ON THAT MATTER.
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Special Meeting.
PROPOSAL
1. TO APPROVE OR DISAPPROVE AN AGREEMENT AND PLAN OF REORGANIZATION. PLEASE
RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND RETAIN
THE TOP PORTION.
CALIFORNIA MUNICIPAL CASH TRUST PROXY VOTING MAIL-IN STUB
RECORD DATE SHARES
PROPOSAL 1: TO APPROVE OR DISAPPROVE AN
AGREEMENT AND PLAN OF REORGANIZATION
o FOR the Agreement and Plan of
Reorganization
o AGAINST the Agreement and Plan of
Reorganization
o ABSTAIN
Please sign EXACTLY as your name(s) appear above. When signing as attorney,
executor, administrator, guardian, trustee, custodian, etc., please give your
full title as such. If a corporation or partnership, please sign the full
name by an authorized officer or partner. If stock is owned jointly, all
owners should sign.
_______________________________________________________
_______________________________________________________
Signature(s) of Shareholder(s)
Date:___________________________________________________
