1933 Act File No. 333-43099
1940 Act File No. 811-6165
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT, UNDER THE SECURITIES ACT OF 1933 X
--
Pre-Effective Amendment No. .......................................
Post-Effective Amendment No. 1.......................... X
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MUNICIPAL SECURITIES INCOME TRUST
(Exact Name of Registrant as Specified in Charter)
FEDERATED INVESTORS FUNDS
5800 CORPORATE DRIVE
PITTSBURGH, PENNSYLVANIA 15237-7000
(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).
Copies to:
MATTHEW G. MALONEY, ESQUIRE
DICKSTEIN, SHAPIRO, MORIN AND OSHINSKY LLP
2101 L STREET, N.W.
WASHINGTON, D.C. 20037
<PAGE>
CROSS-REFERENCE SHEET
...... Prospectus Heading
PART A. INFORMATION REQUIRED IN A PROSPECTUS RULE 481(A) CROSS-REFERENCE
- --------------------------------------------- ---------------------------
Item 1. Beginning of Registration
Statement and Outside Front
Cover Page of Prospectus...... Cross-Reference Sheet; Cover
Page
Item 2. Beginning and Outside Back
Cover Page of Prospectus...... Cover Page; Table of Contents
Item 3. Fee Table, Synopsis
Information, and Risk Factors. Summary; Comparison of
Investment Policies and Risk
Factors
Item 4. Information About the Information About the
Transaction................... Reorganization
Item 5. Information About the Information About the Portfolio
Registrant.................... and the Fund
Item 6. Information About the Company
Being Acquired................ Information About the Portfolio
and the Fund
Item 7. Voting Information............ Voting Information
Item 8. Interest of Certain Persons
and Experts................... Not Applicable
Item 9. Additional Information
Required for Reoffering by
Persons Deemed to be Not Applicable
Underwriters..................
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page.................... Cover Page
Item 11. Table of Contents............. Table of Contents
Item 12. Additional Information About
the Registrant................ Information Incorporated by
Reference
Item 13. Additional Information About
the Company Being Acquired.... Information Incorporated by
Reference
Item 14. Financial Statements.......... Information Incorporated by
Reference
Incorporate by reference pursuant to Rule 411 under the Securities Act of 1933,
Parts A and B of Registrant's Defininitive Registration Statement filed on Form
N-14 on January 30, 1998 (File Nos. 333-43099 and 811-6165).
<PAGE>
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 18f-3 Plan. (19)
11. Conformed copy of Opinion and Consent of Counsel as to legality of
shares being registered. (20)
12. Conformed Copy 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 Initial Registration
Statement on Form N-14 filed December 23, 1997. (File Nos. 333-43099 and
811-6165).
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 Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Pittsburgh and
Commonwealth of Pennsylvania, on the 6th day of April, 1998.
MUNICIPAL SECURITIES INCOME TRUST
BY: /s/ Nicholas J. Seitanakis
Nicholas J. Seitanakis, Assistant Secretary
Attorney in Fact for John F. Donahue
April 6, 1998
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/ Nicholas J. Seitanakis Attorney In Fact For
Nicholas J. Seitanakis the Persons Listed April 6, 1998
ASSISTANT SECRETARY Below
NAME TITLE
Chairman and Trustee
John F. Donahue* (Chief Executive
Officer)
Richard B. Fisher* President
J. Christopher Donahue* Executive Vice
President
John W. McGonigle* Treasurer, Executive
Vice President and
Secretary
(Principal Financial
and
Accounting Officer)
Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
Nicholas P. Constantakis Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
John E. Murray, Jr.* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
*By Power of Attorney
EXHIBIT 12
HOWARD & HOWARD ATTORNEYS, P.C.
1400 N. WOODWARD AVENUE, SUITE 101
BLOOMFIELD HILLS, MICHIGAN 48304-2856
TELEPHONE: (248) 645-1483
FAX: (248) 645-1568
March 20, 1998
Municipal Securities Income Trust
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Intermediate Municipal Trust
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Greetings:
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 all or substantially all of the assets of Federated
Pennsylvania 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 Pennsylvania 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 December 22, 1997, by and
between 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.
In rendering this opinion, we have assumed, with your consent, (a) the
authenticity, due execution and continued validity of the copy of the
Reorganization Agreement delivered to us for review; (b) that all transactions
contemplated by the Reorganization Agreement have been duly and validly
completed to effect the results set forth in the Reorganization Agreement; (c)
the good standing in their respective jurisdictions of formation of all entities
party to such transactions; and (d) that no proceedings to set aside or
invalidate such transactions are pending or contemplated or will hereafter be
instituted. As to questions of fact material to our opinion, we have relied upon
the veracity of the warranties and representations set forth in Section 4 of the
Reorganization Agreement and its subsections.
We are qualified to practice law in the state of Michigan. We do not
purport to express any opinion on the laws of the state of Delaware, the state
of Massachusetts, the state of Ohio or the laws of any other jurisdiction other
than the federal laws of the United States.
Without limiting the generality of the foregoing, we understand that the
transactions contemplated by the Reorganization Agreement include the following:
1. The Acquiring Fund and the Acquired Fund are organized as portfolios of
business trusts treated as corporations for federal tax purposes. Both the
Acquired Fund and the Acquiring Fund are open-end management investment
companies which qualify as regulated investment companies Subchapter M 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 seeking current income exempt from regular
federal income tax and the personal income taxes imposed by the Commonwealth of
Pennsylvania by investing in Pennsylvania municipal securities.
2. On the Closing Date under the Reorganization Agreement, the Acquired Fund
will transfer all or substantially all of its assets 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 approximately equal to
the value of the assets transferred by the Acquired Fund to the Acquiring Fund
net of liabilities assumed by the Acquiring Fund. The Acquired Fund will
thereupon liquidate and distribute its Acquiring Fund Shares pro rata to its
shareholders.
3. We have reviewed and relied upon the representations contained in the
Reorganization Agreement and in certificates of Municipal Securities Income
Trust and Intermediate Municipal Trust both of even date 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, based on the existing
provisions of the code, current administrative rules and court decisions, that,
for Federal income tax purposes:
The transfer of all or substantially all of the Acquired Fund assets
to the Acquiring Fund 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;
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;
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;
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;
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;
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;
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
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.
This opinion is rendered solely for the benefit of Municipal Securities
Income Trust and Intermediate Municipal Trust in connection with the
transactions described in the Reorganization Agreement. This opinion may not be
relied upon or used by, circulated, quoted or referred to, nor may copies hereof
be delivered to, any other person, firm or corporation for any purpose, without
our prior written consent. We disclaim any obligation to update this letter or
the opinions rendered herein with respect to events occurring or coming to our
attention after the date hereof.
VERY TRULY YOURS,
HOWARD & HOWARD ATTORNEYS, P.C.
/S/ HOWARD & HOWARD ATTORNEYS, P.C.
