1933 Act File No. 333-80275
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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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
1001 Liberty Avenue
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
(Notices should be sent to the 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 & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037
PART C - OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Indemnification is provided to trustees and officers 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 or officers from liability 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, as amended, for trustees,
officers, or 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.
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ITEM 16. EXHIBITS
1.1 Paper Copy of Declaration of Trust of Registrant (1)
1.2 Paper Copy of Amendment No. 1 (dated August 26, 1991) to Declaration of
Trust (5)
1.3 Conformed Copy of Amendment No. 2 (dated August 6, 1990) to the Declaration
of Trust(6)
1.4 Conformed Copy of Amendment No. 3 (dated August 31, 1992 ) to the
Declaration of Trust(8)
1.5 Conformed Copy of Amendment No. 4 (dated September 17, 1992 ) to the
Declaration of Trust(8)
1.6 Conformed Copy of Amendment No. 5 (dated February 4, 1993) to the
Declaration of Trust(10)
1.7 Conformed Copy of Amendment No. 6 (dated May 24, 1993 ) to the Declaration
of Trust(13)
1.8 Conformed Copy of Amendment No. 16 (dated May 20, 1999) to the Declaration
of Trust(26)
2.1 Copy of By-Laws of the Registrant (1)
2.2 Copy of Amendment No. 1 (dated November 18, 1997) to the By-Laws (23)
2.3 Copy of Amendment No. 2 (dated February 23, 1998) to the By-Laws(23)
2.4 Copy of Amendment No. 3 (dated February 27, 1998) to the By-Laws(23)
2.5 Copy of Amendment No. 4 (dated May 12, 1998) to the By-Laws(23)
3 Not Applicable
4 Agreement and Plan of Reorganization dated June 2, 1999, between CCB Funds,
on behalf of its portfolio CCB North Carolina Municipal Securities Fund,
and Municipal Securities Income Trust, on behalf of its portfolio Federated
North Carolina Municipal Income Fund, is included as Exhibit A to the
Prospectus/Proxy Statement included in this Registration Statement(26)
5 Not Applicable
6.1 Conformed Copy of new Investment Advisory Contract of the Registrant(21)
6.2 Copy of Amendment to Investment Advisory Contract(12)
6.3 Conformed Copies of Amendments to Investment Advisory Contract(14)
6.4 Conformed Copies of Amendments to Investment Advisory Contract(14)
6.5 Conformed Copy of Amendment to Investment Advisory Contract*
7.1 Conformed Copy of Distributor's Contract of the Registrant(21)
7.2 Conformed Copy of Amendment to Distributor's Contract(12)
7.3 Conformed Copy of Amendment to Distributor's Contract(14)
7.4 Conformed Copy of Exhibit O to the Distributor's Contract(23)
7.5 Conformed Copy of Distributor's Contract (Class B Shares) (23)
7.6 Conformed Copy of Exhibit P to the Distributor's Contract(26)
7.7 The Registrant hereby incorporates the conformed copy of the specimen
Mutual Fund Sales and Services 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 on Form N-1A filed with the
Commission on July 24, 1995. (File Number 33-38550 and 811-6269).
8 Not Applicable
9.1 Conformed Copy of Custodian Contract of the Registrant(18)
9.2 Conformed Copy of Domestic Custody Fee Schedule(22)
10.1 Conformed Copy of Rule 12b-1 Distribution Plan of the Registrant(21)
10.2 Conformed Copy of Exhibit B to Rule 12b-1 Distribution Plan of the
Registrant(23)
10.3 Conformed Copy of Exhibit C to the Distribution Plan of the Registrant(26)
10.4 The Registrant hereby incorporates the conformed copy of the specimen
Multiple Class Plan from Item 24(b)(18) of the World Investment Series,
Inc. Registration Statement on Form N-1A, filed with the Commission on
January 26, 1996. (File Nos. 33-52149 and 811-07141).
10.5 The responses described in Item 16 (7.7) are hereby incorporated by
reference
11 Form of Opinion and Consent of Counsel regarding legality of shares being
issued(26)
12 Opinion of Dickstein Shapiro Morin & Oshinsky LLP regarding tax
consequences of Reorganization*
13.1 Conformed Copy of Agreement for Fund Accounting Services, Administrative
Services, Transfer Agency Services and Custody Services Procurement(23)
13.2 Conformed Copy of Amended and Restated Shareholder Services Agreement(22)
13.3 The responses described in Item 16 (7.6) and Item 16 (10.3) are hereby
incorporated by reference.
13.4 The Registrant hereby incorporates the conformed copy of the Shareholder
Services Sub-Contract between Fidelity and Federated Shareholder Services
from Item 24(b)(9)(iii) of the Federated GNMA Trust Registration Statement
on Form N-1A, filed with the Commission on March 25, 1996. (File Nos.
2-75670 and 811-3375).
14.1 Conformed Copy of Consent of Independent Auditors of CCB North Carolina
Municipal Securities Fund, Arthur Andersen LLP(26)
15 Not Applicable
16 Conformed Copy of Power of Attorney(23)(25)
17 Form of Proxy of CCB North Carolina Municipal Securities Fund(26)
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* Filed electronically.
1. Response is incorporated by reference to Registrant's Initial Registration
Statement on Form N-1A filed on August 31, 1990. (File Nos. 33-36729 and
811-6165)
5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 on Form N-1A filed on October 28, 1991. (File Nos. 33-36729
and 811-6165)
6. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 5 on Form N-1A filed on January 24, 1992. (File Nos. 33-36729
and 811-6165)
8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 7 on Form N-1A filed on September 25, 1992. (File Nos.
33-36729 and 811-6165)
10. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed on March 24, 1993. (File Nos. 33-36729
and 811-6165)
11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 11 on Form N-1A filed on April 28, 1993. (File Nos. 33-36729
and 811-6165)
12. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 on Form N-1A filed on April 28, 1993. (File Nos. 33-36729
and 811-6165)
13. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed on July 2, 1993. (File Nos. 33-36729
and 811-6165)
14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 14 on Form N-1A filed on October 28, 1993. (File Nos.
33-36729 and 811-6165)
18. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 19 on Form N-1A filed on October 30, 1995. (File Nos.
33-36729 and 811-6165)
19. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 21 on Form N-1A filed on October 23, 1996. (File Nos.
33-36729 and 811-6165)
21. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 23 on Form N-1A filed on October 15, 1997. (File Nos.
33-36729 and 811-6165)
22. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 25 on Form N-1A filed on October 31, 1997. (File Nos.
33-36729 and 811-6165)
23. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 26 on Form N-1A filed on August 28, 1998. (File Nos. 33-36729
and 811-6165)
24. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 27 on Form N-1A filed on October 30, 1998. (File Nos.
33-36729 and 811-6165)
25. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 28 on Form N-1A filed on April 29, 1999. (File Nos. 33-36729
and 811-6165)
26. RESPONSE IS INCORPORATED BY REFERENCE TO REGISTRANT'S REGISTRATION
STATEMENT ON FORM N-14 FILED on June 9, 1999. (File Nos. 333-80275 and
811-6165)
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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
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 reoffering 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.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as a 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.
(3) The undersigned Registrant agrees to file by Post-Effective
Amendment the opinion of counsel regarding the tax consequences of the proposed
reorganization required by Item 16 (12) of Form N-14 within a reasonable time
after receipt of such opinion.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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, duly authorized, in the
City of Pittsburgh and Commonwealth of Pennsylvania, on the 25th day of August,
1999.
MUNICIPAL SECURITIES INCOME TRUST
BY: /s/Gail Cagney
Gail Cagney, Assistant Secretary
Attorney in Fact for John F. Donahue
August 25, 1999
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following person in
the capacity and on the date indicated:
NAME TITLE DATE
By: /s/ Gail Cagney
Gail Cagney Attorney In Fact August 25, 1999
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Richard B. Fisher* President
J. Christopher Donahue* Executive Vice President
and Trustee
William D. Dawson III* Chief Investment Officer
Richard J. Thomas* Treasurer
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
Nicholas P. Constantakis* Trustee
Lawrence D. Ellis, M.D.* Trustee
Peter E. Madden* Trustee
Charles F. Mansfield, Jr.* Trustee
John E. Murray, Jr., J.D., S.J.D.* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit 12 under Form N-14
July 23, 1999
Municipal Securities Income Trust, on behalf of its portfolio,
Federated North Carolina Municipal Income Fund
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237
CCB Funds, on behalf of its portfolio,
CCB North Carolina Municipal Securities Fund
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income tax
consequences of a transaction (the "Reorganization") in which all of the assets
(subject to the liabilities) of CCB North Carolina Municipal Securities Fund
(the "Fund"), a portfolio of CCB Funds, a Massachusetts business trust ("CCB"),
will be acquired by Municipal Securities Income Trust, a Massachusetts business
trust ("MSIT"), on behalf of its newly organized portfolio, Federated North
Carolina Municipal Income Fund (the "Successor Fund"), in exchange for Class A
Shares of the Successor Fund (the "Successor Fund Shares") which shall
thereafter be distributed to the shareholders of the Fund (the "Fund
Shareholders") in liquidation of the Fund. The terms and conditions of the
Reorganization are set forth in an Agreement and Plan of Reorganization dated as
of June 2, 1999, between MSIT, on behalf of the Successor Fund, and CCB, on
behalf of the Fund (the "Agreement"). This opinion is rendered to you pursuant
to Section 6(c) of the Agreement.
Both MSIT and CCB are registered open-end management investment
companies which qualify as regulated investment companies described in Section
851(a) of the Internal Revenue Code of 1986, as amended (the "Code"). After the
Reorganization, the Successor Fund will continue the investment operations of
the Fund.
We have reviewed and relied upon the Registration Statement on Form
N-14 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") in connection with the Reorganization, the
certificates provided to us by MSIT and CCB in connection with the rendering of
this opinion, and such other documents and instruments as we have deemed
necessary for the purposes of this opinion.
Based upon and subject to the foregoing, and assuming that the
Reorganization will take place as described in the Agreement, we are of the
opinion that, for federal income tax purposes:
(a) The transfer by the Fund of all its assets (subject
to the liabilities of the Fund) to the Successor Fund in exchange for the
Successor Fund
Shares and the distribution of the Successor Fund Shares to the Fund
Shareholders in liquidation of the Fund will constitute a "reorganization"
within the meaning of Section 368(a)(1)(F) of the Code, and the Successor Fund
and the Fund each will be "a party to a reorganization" within the meaning of
Section 368(b) of the Code;
(b) No gain or loss will be recognized by the Successor
Fund upon the receipt of the assets (subject to the liabilities) of the Fund in
exchange for
the Successor Fund Shares;
(c) No gain or loss will be recognized by the Fund upon
the transfer of the Fund assets (subject to the liabilities of the Fund) to the
Successor
Fund in exchange for the Successor Fund Shares or upon the distribution (whether
actual or constructive) of the Successor Fund Shares to the Fund Shareholders in
exchange for their shares of the Fund;
(d) No gain or loss will be recognized by the Fund
Shareholders upon the exchange of their Fund shares for the Successor Fund
Shares;
(e) The tax basis of the Fund assets acquired by the
Successor Fund will be the same as the tax basis of such assets to the Fund
immediately prior to
the Reorganization;
(f) The tax basis of the Successor Fund Shares received
by each of the Fund Shareholders pursuant to the Reorganization will be the same
as the tax basis of the Fund shares held by such shareholder immediately prior
to the Reorganization;
(g) The holding period of the assets of the Fund in the
hands of the Successor Fund will include the period during which those assets
were held by
the Fund; and
(h) The holding period of the Successor Fund Shares
received by each Fund Shareholder pursuant to the Reorganization will include
the period during
which the Fund shares exchanged therefor were held by such shareholder (provided
the Fund shares were held as capital assets on the date of the Reorganization).
This opinion may not be applicable to certain classes of Fund
Shareholders, including securities dealers, foreign persons and persons who
acquired their stock pursuant to the exercise of employee stock options or
rights or otherwise as compensation.
This opinion is expressed as of the date hereof and is based upon the
Code, Treasury regulations promulgated thereunder, administrative positions of
the Internal Revenue Service (the "Service"), and judicial decisions, all of
which are subject to change either prospectively or retroactively. There can be
no assurance that changes in the law will not take place which could affect the
opinions expressed herein or that contrary positions may not be taken by the
Service. We disclaim any undertaking to advise you with respect to any event
subsequent to the date hereof.
The opinions contained herein are limited to those matters expressly
covered; no opinion is to be implied in respect of any other matter. This
opinion is addressed solely to you and may not be relied upon by any other
person without our prior written consent. We hereby consent to the filing of a
copy of this opinion with the Commission as an exhibit to the Registration
Statement, and the references to this firm and this opinion in the
Prospectus/Proxy Statement which is contained in the Registration Statement.
Very truly yours,
/s/ Dickstein Shapiro Morin & Oshinsky LLP
