1933 Act File No. 333-24317
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT, UNDER THE SECURITIES ACT OF 1933 X
__Pre-Effective Amendment No.__
_X_Post-Effective Amendment No. 1
MUNICIPAL SECURITIES INCOME TRUST
(Exact Name of Registration as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412)288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective immediately upon filing
pursuant to Rule 485(b).
Registrant has filed with the Securities and Exchange Commission a declaration
pursuant to Rule 24f-2 under the Investment Company Act of 1940, and:
X filed the Notice required by that Rule on October 15, 1996; or
intends to file the Notice required by that Rule on or about
__________; or
during the most recent fiscal year did not sell any securities
pursuant to Rule 24f-2 under the Investment Company Act of
1940, and, pursuant to Rule 24f-2(b)(2), need not file the
Notice.
Copies to:
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky, LLP
2101 L Street, N.W.
Washington, D.C. 20037
CROSS REFERENCE SHEET
<PAGE>
Item of Part A
of Form N-14
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2....................................................
3....................................................
4....................................................
5....................................................
6....................................................
7....................................................
8....................................................
9....................................................
Item of Part B
Of Form N-14
10...................................................
11...................................................
12...................................................
13...................................................
14...................................................
Location in
Prospectus
Cross Reference Sheet; Cover Page.
Table of Contents.
Summary; Comparison of Investment Policies and Risk Factors.
Information About the Reorganization.
Information About the Portfolio and the Fund.
Information About the Portfolio and the Fund.
Voting Information.
Summary; Information About the Reorganization.
Not Applicable.
Location in Statement of
Additional Information
Cover Page.
Table of Contents.
Statement of Additional Information of Federated Ohio Intermediate Municipal
Trust dated July 31, 1996.
Not Applicable.
Prospectus of Federated Ohio Intermediate Municipal Trust dated July 31, 1996;
Financial Statements of Federated Ohio Municipal Income Fund, a portfolio of
Municipal Securities Income Trust.
FORM N-14
PART C - OTHER INFORMATION
Item 15. Indemnification:
Indemnification is provided to Officers and Trustees of the
Registrant pursuant to Section 4 of Article XI of Registrant's
Declaration of Trust. The Investment Advisory Contract between
the Registrant and Federated Advisers (the "Adviser") provides
that, in the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the obligations or duties
under the Investment Advisory Contract on the part of the
Adviser, the Adviser shall not be liable to the Registrant or
to any shareholder for any act or omission in the course of or
connected in any way with rendering services or for any losses
that may be sustained in the purchase, holding, or sale of any
security. Registrant's Trustees and Officers are covered by an
Errors and Omissions Policy.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (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 is aware that in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Act and, therefore, is 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 issues.
Insofar as indemnification for liabilities may be permitted
pursuant to Section 17 of the Investment Company Act of
1940, as amended, 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 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.
<PAGE>
Item 16
EXHIBITS
1.1 Paper Copy of Declaration of Trust of the Registrant dated August 6,
1990. (1)
1.2 Paper Copy of Amendment No. 1 to the Declaration of Trust dated August
26, 1991. (5)
1.3 Conformed Copy of Amendment No. 2 to Declaration of Trust. (6)
1.4 Conformed Copy of Amendment No. 3 to Declaration of Trust dated August
31, 1992. (8)
1.5 Conformed Copy of Amendment No. 4 to Declaration of Trust dated
September 17, 1992. (8)
1.6 1.4 Conformed Copy of Amendment No. 5 to Declaration of Trust dated
February 4, 1993. (10)
1.7 1.4 Conformed Copy of Amendment No. 6 to Declaration of Trust dated May
24, 1993. (13)
2. Copy of Bylaws of the Registrant. (1)
3. Not Applicable.
4. Agreement and Plan of Reorganization is included as Exhibit A to the
Combined Proxy Statement and Prospectus of this Registration Statement. (20)
5. Copy of Specimen Certificate for Shares of Beneficial Interest of the
Registrant. (19)
6.1 Copy of new Investment Advisory Contract of the Registrant. (8)
6.2 Copy of Amendment to Investment Advisory Contract (12)
6.3 Conformed Copies of Amendments to Investment Advisory Contract. (14)
7.1 Copy of Distributor's Contract of the Registrant (8)
7.2 Copy of Amendment to Distributor's Contract of the Registrant. (12)
7.3 Copy of Amendment to Distributor's Contract of the Registrant. (14)
7.4 The Registrant incorporates the conformed copy of the specimen Mutual
Fund Sales and Service Agreement; Mutual Funds Service Agreement; and
Plan Trustee/Mutual Funds Service Agreement from Item 24(b)(6) of the
Cash Trust Series II Registration Statement filed with the Commission
on July 24, 1995. (File Number 33-38550 and 811-6269).
8. Not Applicable.
9.1 Conformed Copy of Custodian Agreement of the Registrant (18)
9.2 Conformed Copy of Agreement of Fund Accounting Services, Administrative
Services, Transfer Agency Services and Custody Services Procurement. (19)
9.3 Conformed Copy of Shareholder Services Agreement. (17)
9.4 The response and exhibits described in Item 24(b)(6)(iii) are
hereby incorporated by reference.
10.1 Copy of Rule 12b-1 Agreement. (8)
10.2 Copy of Distribution Plan. (12)
10.3 Conformed Copy of Rule 18-3 Plan (19)
11. Copy of Opinion and Consent of Counsel as to legality of shares being
registered. (1)
12. Conformed Copy of Tax Opinion of Howard & Howard Attorneys, P.C.*
13. Not applicable.
14.1 Conformed Copy of Consent of Deloitte & Touche LLP. (20)
14.2 Conformed Copy of Consent of Arthur Andersen LLP. (20)
15. Not Applicable.
16. Conformed Copy of Power of Attorney. (19)
17.1 Copy of Declaration under Rule 24f-2. (19)
17.2 Form of Proxy. (20)
* Filed electronically.
(1) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed August 31, 1990. (File Nos. 33-36729
and 811-6165).
(5) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 to its Registration Statement on Form N-1A filed October 28,
1991. (File Nos. 33-36729 and 811-6165).
(6) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 5 to its Registration Statement on Form N-1A filed January 24,
1992. (File Nos. 33-36729 and 811-6165).
(8) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 7 to its Registration Statement on Form N-1A filed September 25,
1992. (File Nos. 33-36729 and 811-6165).
(10) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 to its Registration Statement on Form N-1A filed March 24,
1993. (File Nos. 33-36729 and 811-6165).
(12) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 to its Registration Statement on Form N-1A filed May 17, 1993.
(File Nos. 33-36729 and 811-6165).
(13) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 to its Registration Statement on Form N-1A filed July 2, 1993.
(File Nos. 33-36729 and 811-6165).
(14) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 14 to its Registration Statement on Form N-1A filed October 28,
1993. (File Nos. 33-36729 and 811-6165).
(18) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 19 to its Registration Statement on Form N-1A filed October 30,
1995. (File Nos. 33-36729 and 811-6165).
(19) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 21 to its Registration Statement on Form N-1A filed October 23,
1996. (File Nos. 33-36729 and 811-6165).
(20) Response is incorporated by reference to Registrant's Registration
Statement on Form N-14 filed April 1, 1997. (File Nos. 333-24317 and 811-6165).
<PAGE>
Item 17. Undertakings:
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is 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, as
amended, the reoffering prospectus will contain the
information called for by the applicable registration form for
the reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of
the applicable form.
(2) The undersigned Registrant agrees that every prospectus that
is filed under paragraph (1) above will be filed as part of an
amendment to the Registration Statement and will not be used
until the amendment is effective, and that in determining any
liability under the Securities Act of 1933, as amended, 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, MUNICIPAL SECURITIES INCOME TRUST, certifies that it meets all
of the requirements for effectiveness of this Registration Statement pursuant to
Form N-14 under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on the
22nd day of July, 1997.
MUNICIPAL SECURITIES INCOME TRUST
BY: /s/ J. Crilley Kelly
J. Crilley Kelly, Assistant Secretary
Attorney in Fact for John F. Donahue
July 22, 1997
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the
capacity and on the date indicated:
NAME TITLE DATE
By: /s/ J. Crilley Kelly
J. Crilley Kelly Attorney In Fact July 22, 1997
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President and Trustee
John W. McGonigle * Treasurer and Executive
Vice President
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
John E. Murray, Jr.* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
*By Power of Attorney
Howard & Howard Attorneys, P.C.
The Pinehurst Office Center
Suite 101
1400 North Woodward Avenue
Bloomfield Hills, Michigan 48304-2856
Telephone: (248) 645-1483
Fax: (248) 645-1568
<PAGE>
July 11, 1997
Page 4
July 11, 1997
Municipal Securities Income Trust
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Intermediate Municipal Trust
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Gentlemen:
We have acted as special tax counsel in connection with, and you have
requested our opinion concerning the federal income tax consequences of, a
transaction in which substantially all of the assets of Federated Ohio
Intermediate Municipal Trust, a portfolio of Intermediate Municipal Trust (the
"Acquired Fund") will be acquired by Municipal Securities Income Trust, on
behalf of its portfolio, Federated Ohio Municipal Income Fund (the "Acquiring
Fund"), in exchange for voting shares of beneficial interest of the Acquiring
Fund. The terms and conditions of this transaction are set forth in an Agreement
and Plan of Reorganization dated February 27, 1997, among the Acquired Fund,
Federated Management, the Acquiring Fund and Federated Advisers (the
"Reorganization Agreement"). This opinion is rendered to you pursuant to
paragraph 8.5 of the Reorganization Agreement, and all capitalized terms used
herein have the meanings assigned to them in the Reorganization Agreement.
The Acquiring Fund and the Acquired Fund are organized as portfolios of
Massachusetts business trusts. Both the Acquired Fund and the Acquiring Fund are
open-end, diversified investment companies which qualify as regulated investment
companies described in Section 851(a) of the Internal Revenue Code of 1986, as
amended (the "Code"). Both the Acquiring Fund and the Acquired Fund are engaged
in the business of investing in a professionally managed portfolio of municipal
securities that provide current income excempt from federal regular income tax
and the personal income taxes imposed by the State of Ohio and/or Ohio
municipalities.
On the Closing Date under the Reorganization Agreement, the Acquired
Fund will transfer its entire investment portfolio to the Acquiring Fund. In
exchange, the Acquiring Fund will transfer to the Acquired Fund shares of
beneficial interest in the Acquiring Fund in an amount equal in value to the
assets transferred by the Acquired Fund to the Acquiring Fund. The Acquired Fund
will thereupon liquidate and distribute its Acquiring Fund shares pro rata to
its shareholders.
We have reviewed and relied upon the representations contained in the
Reorganization Agreement and in such other documents and instruments as we have
deemed necessary for the purposes of this opinion, and have reviewed the
applicable provisions of the Code, current regulations and administrative rules
thereunder and pertinent case law.
Based upon the foregoing, we are of the opinion 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)(C) of the Code;
(b) No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund solely in exchange for the Acquiring
Fund Shares;
(c) No gain or loss will be recognized by the Acquired Fund upon the
transfer of the Acquired Fund assets to the Acquiring Fund in exchange for the
Acquiring Fund Shares or upon the distribution (whether actual or constructive)
of the Acquiring Fund Shares to Acquired Fund Shareholders in exchange for their
shares of the Acquired Fund;
(d) No gain or loss will be recognized by the Acquired Fund Shareholders
upon the exchange of their Acquired Fund shares for the Acquiring Fund Shares;
(e) The tax basis of the Acquired Fund assets acquired by the Acquiring
Fund will be the same as the tax basis of such assets to the Acquired Fund
immediately prior to the Reorganization;
(f) The tax basis of the Acquiring Fund Shares received by each of the
Acquired Fund Shareholders pursuant to the Reorganization will be the same as
the tax basis of the Acquired Fund shares held by such shareholder immediately
prior to the Reorganization;
(g) The holding period of the assets of the Acquired Fund in the hands of
the Acquiring Fund will include the period during which those assets were held
by the Acquired Fund; and
(h) The holding period of the Acquiring Fund Shares 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).
We hereby consent to the filing of a copy of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement
on Form N-14 filed by the Acquiring Fund in connection with the Reorganization,
and to the references to this firm and this opinion in the Prospectus/Proxy
Statement which is contained in such Registration Statement.
Very truly yours,
HOWARD & HOWARD ATTORNEYS, P.C.
/S/ Robert C. Rosselot
Robert C. Rosselot
RCR/lat
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