File No. 333-_______
As filed with the SEC on July 21, 2004
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. __
Post-Effective Amendment No. __
(Check appropriate box or boxes)
FEDERATED MUNICIPAL SECURITIES INCOME TRUST
(Exact Name of Registrant as Specified in Charter)
1-800-341-7400
(Area Code and Telephone Number)
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7000
(Address of Principal Executive Offices)
John W. McGonigle, Esquire
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Copies to:
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, NW
Washington, DC 20037-1526
(202) 828-2218
Approximate Date of Proposed Public Offering: As soon as
practicable after this Registration Statement becomes effective
under the Securities Act of 1933, as amended.
No filing fee is due because Registrant is relying on Section 24(f) of the
Investment Company Act of 1940, as amended.
GOLDEN OAK(R) FAMILY OF FUNDS
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
Dear Shareholder,
The Board of Trustees of the Golden Oak(R) Family of Funds is pleased to
submit to you a proposed reorganization of Golden Oak(R) Michigan Tax Free Bond
Portfolio (the "Golden Oak(R) Fund") into Federated Michigan Intermediate
Municipal Trust (the "Federated Fund"). If approved by shareholders of the
Golden Oak(R) Fund, the shareholders of the Golden Oak(R) Fund will receive
shares of the Federated Fund. CB Capital Management, Inc. is the investment
adviser for the Golden Oak(R) Fund, and Federated Investment Management Company
is the investment adviser for the Federated Fund.
We are recommending the reorganization of the Golden Oak(R) Fund and the
Federated Fund because the long-term viability of the Golden Oak(R) Fund is
questionable, particularly in light of the relatively low level of assets in the
Golden Oak(R) Fund and the decline in such assets in the recent past, as well as
the increased costs associated with the need to comply with certain regulations
recently promulgated by the Securities and Exchange Commission. Both the Golden
Oak(R) Fund and the Federated Fund have similar investment objectives, and the
combination of the two funds would provide the Golden Oak(R) Fund's shareholders
with the benefit of higher Fund asset levels and potentially lower fund
expenses.
Your vote on this proposal is very important. Whether or not you plan to
attend the meeting, please vote your shares by mail. Remember, your vote is
important. PLEASE TAKE A MOMENT TO SIGN, DATE AND RETURN YOUR PROXY CARD IN THE
ENCLOSED POSTAGE-PAID RETURN ENVELOPE. Information and direction for voting the
proxy is included on the next page. IT IS VERY IMPORTANT THAT YOUR VOTING
INSTRUCTIONS BE RECEIVED PROMPTLY.
If you have any questions regarding the shareholder meeting, please feel
free to call a Golden Oak(R) Client Service Representative at 1-800-545-6331.
Sincerely,
/s/ Charles L. Davis Jr.
Charles L. Davis Jr.
President
August __, 2004
GOLDEN OAK(R)FAMILY OF FUNDS
Golden Oak(R) Michigan Tax Free Bond Portfolio
Prospectus/Proxy Statement - Please Vote!
TIME IS OF THE ESSENCE . . .VOTING ONLY TAKES A FEW MINUTES AND YOUR
PARTICIPATION IS IMPORTANT! ACT NOW TO HELP THE FUND AVOID ADDITIONAL EXPENSE.
Golden Oak(R) Family of Funds (the "Golden(R) Oak Trust") will hold a special
meeting of shareholders of Golden Oak(R) Michigan Tax Free Bond Portfolio (the
"Portfolio") on September __, 2004. It is important for you to vote on the issue
described in this Prospectus/Proxy Statement. We recommend that you read the
Prospectus/Proxy Statement in its entirety; the explanations will help you to
decide on the issue.
The following is an introduction to the process and the proposal.
Why am I being asked to vote?
Mutual funds are required to obtain shareholders' votes for certain types of
changes like the one included in this Prospectus/Proxy Statement. You have a
right to vote on such changes.
How do I vote my shares?
You may vote by telephone at the toll-free number shown on your ballot or
through the Internet at the website shown on your ballot. [NEED TO DISCUSS
WHETHER PHONE AND INTERNET VOTING IS DESIRED] You may also vote in person at the
meeting or complete and return the enclosed proxy card.
If you:
1. choose to help save the Portfolio time and postage costs by voting through
the Internet or by telephone, please do not return your proxy card.
2. do not respond at all, we may contact you by telephone to request that you
cast your vote.
3. sign and return the proxy card without indicating a preference, your vote
will be cast "for" the proposal.
What is the issue?
The proposed reorganization (the "Reorganization") of the Portfolio into
Federated Michigan Intermediate Municipal Trust (the "Fund"), a portfolio of
Federated Municipal Securities Income Trust.
Why is the Reorganization being proposed?
The Board of Trustees and the investment adviser of the Golden Oak(R) Trust
believe that the Reorganization is in the best interest of the Portfolio and its
respective shareholders.
In the opinion of the Portfolio's adviser, the long-term viability of the
Portfolio is questionable, particularly in light of the relatively low level of
assets in the Portfolio and the decline in such assets in the recent past, as
well as the increased costs associated with the need to comply with certain
regulations recently promulgated by the Securities and Exchange Commission.
After considering available alternatives, the adviser has recommended, and the
Board of Trustees has approved, the Reorganization of the Portfolio into the
acquiring Fund.
As compared to the Portfolio, the Fund is a larger fund with lower expenses and
a better long-term performance history. Although worded slightly differently,
the investment objectives of the Portfolio and the Fund are substantially
similar - to provide current income exempt from federal and Michigan state
income tax. Each fund employs a similar investment strategy in pursuit of its
investment objective.
For the reasons mentioned above and more fully described in the Prospectus/Proxy
Statement, the Board of Trustees believes that, if approved, the Reorganization
will provide the Portfolio's shareholders with a substantially similar,
income-oriented investment strategy with the added benefit of lower overall
expenses.
How will the Reorganization affect my investment?
o The investment objective will remain substantially the same.
o The cash value of your investment will not change. You will receive shares
of the Fund with a total dollar value equal to the total dollar value of
Portfolio shares that you own at the time of the Reorganization. Holders of
the Portfolio's Class A Shares and Institutional Shares will receive Shares
of the Fund.
o The Reorganization will be a tax-free transaction.
Who do I call with questions about the Prospectus/Proxy Statement?
Call your Investment Professional or a Federated Client Service Representative.
Federated's toll-free number is 1-800-341-7400.
After careful consideration, the Board of Trustees has unanimously approved
this proposal. The Board recommends that you read the enclosed materials
carefully and vote for the proposal.
GOLDEN OAK(R) FAMILY OF FUNDS
Golden Oak(R) Michigan Tax Free Bond Portfolio
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER __, 2004
TO SHAREHOLDERS OF GOLDEN OAK(R) MICHIGAN TAX FREE BOND PORTFOLIO, A
PORTFOLIO OF GOLDEN OAK(R) FAMILY OF FUNDS: A special meeting of the
shareholders of Golden Oak(R) Michigan Tax Free Bond Portfolio, will be held at
5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7001, at 2:00 p.m. (Eastern
time), on September __, 2004, for the following purposes:
1. To approve or disapprove a proposed Agreement and Plan of Reorganization
pursuant to which Federated Michigan Intermediate Municipal Trust (the
"Fund"), would acquire all of the assets of Golden Oak(R)Michigan Tax Free
Bond Portfolio (the "Portfolio") in exchange for Shares of the Fund to be
distributed pro rata by the Portfolio to its Class A and Institutional
shareholders, in complete liquidation and termination of the Portfolio; and
2. To transact such other business as may properly come before the special
meeting or any adjournment thereof.
The Board of Trustees has fixed August __, 2004 as the record date for
determination of shareholders entitled to vote at the special meeting.
By Order of the Board of
Trustees,
John W. McGonigle
Secretary
August __, 2004
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YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY SIGNING AND RETURNING THE
ENCLOSED PROXY CARD. IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD SO THAT THE NECESSARY
QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING. THE ENCLOSED ENVELOPE
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
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PROSPECTUS/PROXY STATEMENT
August __, 2004
Acquisition of the assets of
GOLDEN OAK(R) MICHIGAN TAX FREE BOND PORTFOLIO,
a portfolio of the Golden Oak(R) Family of Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7001
Telephone No: 1-800-545-6331
By and in exchange for Shares of
FEDERATED MICHIGAN INTERMEDIATE MUNICIPAL TRUST,
a portfolio of Federated Municipal Securities Income Trust
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7000
Telephone No: 1-800-245-5000
This Prospectus/Proxy Statement describes the proposal for Golden Oak(R)
Michigan Tax Free Bond Portfolio (the "Portfolio") to transfer all of its assets
to Federated Michigan Intermediate Municipal Trust (the "Fund"), in exchange for
Shares of the Fund (the "Reorganization"). The Fund's Shares will be distributed
pro rata by the Portfolio to its shareholders in complete liquidation and
dissolution of the Portfolio. As a result of the Reorganization, each owner of
Class A Shares and Institutional Shares of the Portfolio will become the owner
of Shares of the Fund having a total net asset value equal to the total net
asset value of his or her holdings in the Portfolio on the date of the
Reorganization (the "Closing Date"). The Agreement and Plan of Reorganization
(the "Plan") is attached as Exhibit A.
Each of the Fund and the Portfolio is a non-diversified portfolio of
securities of an open-end management investment company. The stated investment
objectives of the Portfolio and the Fund are substantially identical in that
they both seek to provide current income exempt from the federal regular income
tax and the personal income tax imposed by the state of Michigan and Michigan
municipalities (consistent, in the case of the Portfolio, with preservation of
capital). Each fund will pursue its investment objective by investing at least
80% of its assets so that, normally, distributions of annual interest income are
exempt from federal regular income tax (in the case of the Fund) or federal
taxes including the alternative minimum tax (AMT) (in the case of the
Portfolio), and (in both cases) the personal income taxes imposed by the state
of Michigan and Michigan municipalities. Interest from each fund's investments
may be subject to AMT. Each fund's portfolio securities will be investment grade
(or, in the case of the Fund, of comparable quality). The dollar-weighted
average portfolio maturity of each fund is between three and ten years.
For a comparison of the investment policies of the Fund and the Portfolio,
see "Summary -- Comparison of Investment Objectives and Policies." Information
concerning the Shares of the Fund, as compared to Shares of the Portfolio, is
included in this Prospectus/Proxy Statement in the sections entitled "Summary --
Comparative Fee Tables" and "Information About the Reorganization -- Description
of the Fund's Shares and Capitalization."
This Prospectus/Proxy Statement should be retained for future reference. It
sets forth concisely the information about the Fund that a prospective investor
should know before voting on the Reorganization. This Prospectus/Proxy Statement
is accompanied by the Prospectus of the Fund dated October 31, 2003, which is
incorporated herein by reference. A Statement of Additional Information for the
Fund dated October 31, 2003 (related to the Fund's Prospectus of the same date)
as well as a Statement of Additional Information dated August __, 2004 (relating
to this Prospectus/Proxy Statement), all 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 and
other information may be obtained without charge by writing or by calling the
Fund at the address and telephone number shown on the previous page.
For a more detailed discussion of the investment objectives, policies,
risks and restrictions of the Portfolio, see the Portfolio's Prospectus and
Statement of Additional Information each dated January 31, 2004, which have been
filed with the Securities and Exchange Commission and are incorporated by
reference into this Prospectus/Proxy Statement. Copies of the Prospectuses and
Statements of Additional Information for the Portfolio are available upon
request and without charge by writing or by calling the Portfolio at the address
and telephone number shown on the previous page.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS/PROXY STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS/PROXY STATEMENT
AND IN THE MATERIALS EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE FUNDS.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK. SHARES OF THE FUND ARE NOT FEDERALLY INSURED BY,
GUARANTEED BY, OBLIGATIONS OR OF OTHERWISE SUPPORTED BY THE U.S. GOVERNMENT, THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
GOVERNMENTAL AGENCY. AN INVESTMENT IN THE FUND INVOLVES INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
TABLE OF CONTENTS
Page
SUMMARY 2
Reasons for the Proposed Reorganization 2
Tax Consequences 2
Comparison of Investment Objectives and Policies 3
Comparison of Risks 3
Comparative Fee Tables 4
Comparison of Potential Risks and Rewards: Performance Information 5
Investment Advisers 9
Portfolio Managers 10
Advisory Fees and Other Expenses 10
Purchase, Exchange and Redemption Procedures 11
INFORMATION ABOUT THE REORGANIZATION 12
Description of the Plan of Reorganization 12
Description of Fund Shares and Capitalization 13
Federal Income Tax Consequences 13
Agreement Among CBCM, Citizens Bank and Federated Investors Inc. 15
Reasons for the Reorganization 15
Comparative Information on Shareholder Rights and Obligations 16
INFORMATION ABOUT THE FUND AND THE PORTFOLIO 18
ABOUT THE PROXY SOLICITATION AND THE SPECIAL MEETING 18
Proxies, Quorum and Voting at the Special Meeting 19
Share Ownership of the Fund and the Portfolio 20
Interests of Certain Persons 20
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY 21
SUMMARY OF INVESTMENT LIMITATIONS (Annex A) 22
AGREEMENT AND PLAN OF REORGANIZATION (Exhibit A) 24
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE (Exhibit B) 37
Federated Michigan Intermediate Municipal Trust 37
Golden Oak(R)Michigan Tax Free Bond Portfolio 40
FINANCIAL HIGHLIGHTS (Exhibit C) 43
SUMMARY
This summary is qualified in its entirety by reference to the additional
information contained elsewhere in this Prospectus/Proxy Statement, or
incorporated by reference into this Prospectus/Proxy Statement. A copy of the
Plan is attached to this Prospectus/Proxy Statement as Exhibit A. The Prospectus
of the Fund accompanies this Prospectus/Proxy Statement.
Reasons for the Proposed Reorganization
The Board of Trustees ("Board" or "Trustees") of the Golden Oak(R) Family
of Funds (the "Golden Oak(R) Trust") has voted to recommend to holders of Class
A Shares and Institutional Shares of the Portfolio the approval of the
Reorganization Agreement whereby the Fund would acquire all of the assets of the
Portfolio in exchange for shares of the Fund (the "Shares") to be distributed
pro rata by the Portfolio to its shareholders in complete liquidation and
dissolution of the Portfolio. As a result of the Reorganization, each
shareholder of the Portfolio will become the owner of the Fund's Shares having a
total net asset value equal to the total net asset value of his or her holdings
in the Portfolio on the date of the Reorganization, i.e., the Closing Date (as
hereinafter defined).
The Board of the Golden Oak(R) Trust, including the Trustees who are not
"interested persons" within the meaning of Section 2(a)(19) of the Investment
Company Act of 1940, as amended ("1940 Act"), has concluded that the
Reorganization would be in the best interest of the Portfolio and its existing
shareholders, and that the interest of existing shareholders would not be
diluted as a result of the transactions contemplated by the Reorganization.
Management of the Golden Oak(R) Trust is recommending the Reorganization because
the long-term viability of the Portfolio is questionable, particularly in light
of the level of assets in the Portfolio and the decline in such assets in the
recent past, as well as the increased costs associated with the need to comply
with certain regulations recently promulgated by the Securities and Exchange
Commission. Both the Fund and the Portfolio have similar investment objectives,
and the combination of the two funds would provide the Portfolio shareholders
with the benefit of higher fund asset levels and lower fund expenses.
In considering the proposed Reorganization, the Board of the Golden Oak(R)
Trust and the Board of the Federated Trust took into consideration a number of
factors, including: (1) any fees or expenses that will be borne directly or
indirectly by the Portfolio in connection with the Reorganization; (2) the
compatibility of the Portfolio's and the Fund's investment objectives, policies
and limitations; (3) the comparatively larger asset size and lower expenses of
the Fund (assets of $162,925,256 and expenses after waivers of 0.50%, as of July
12, 2004, compared to the asset size and expenses of the Portfolio (assets of
$59,409,501 and expenses after waivers of 0.90% for Class A Shares and 0.65% for
Institutional Shares, as of July 12, 2004,; (4) the Reorganization provides for
continuity of distribution and shareholder servicing arrangements; and (5) the
Reorganization will not result in the recognition of any gain or loss for
federal income tax purposes either to the Portfolio or the Fund or to
shareholders of either the Portfolio or the Fund.
Tax Consequences
As a condition to the Reorganization, the Portfolio and the Fund will each
receive an opinion of counsel that the Reorganization will be considered a
tax-free "reorganization" under applicable provisions of the Internal Revenue
Code of 1986, as amended, so that no gain or loss will be recognized by the
shareholders of either the Portfolio or the Fund. The tax basis of the Shares of
the Fund received by Portfolio shareholders will be the same tax basis of their
Shares in the Portfolio. There will be taxes payable in connection with
distributions, if any, by the Portfolio immediately before the Closing Date.
These distributions may include gains realized on dispositions of portfolio
securities in connection with the Reorganization.
THE BOARD OF TRUSTEES OF THE GOLDEN OAK(R) TRUST UNANIMOUSLY RECOMMENDS THAT
YOU VOTE FOR APPROVAL OF THE REORGANIZATION.
Comparison of Investment Objectives and Policies
The stated investment objectives of the Portfolio and the Fund are
substantially identical in that they both seek to provide current income exempt
from the federal regular income tax and the personal income tax imposed by the
state of Michigan and Michigan municipalities (consistent, in the case of the
Portfolio, with preservation of capital). Each fund will pursue its investment
objective by investing at least 80% of its assets so that, normally,
distributions of annual interest income are exempt from federal regular income
tax (in the case of the Fund) or federal taxes including the alternative minimum
tax (AMT) (in the case of the Portfolio), and (in both cases) the personal
income taxes imposed by the state of Michigan and Michigan municipalities.
Interest from each fund's investments may be subject to AMT. Each fund's
portfolio securities will be investment grade (or, in the case of the Fund, of
comparable quality). The dollar-weighted average portfolio maturity of each fund
is between three and ten years.
Unlike the Portfolio, the Fund may, as a principal strategy, enter into
derivatives contracts as hedging transactions, and may use derivatives contracts
to implement its overall strategies in a more cost effective or efficient
manner. For example, the Fund may purchase derivatives contracts rather than
individual securities to gain exposure to the municipal bond sector.
In addition to the policies and limitations set forth above, both the Fund
and the Portfolio are subject to certain additional investment policies and
limitations, described in the Fund's Statement of Additional Information dated
October 31, 2003, and the Portfolio's Statement of Additional Information dated
March 31, 2004. Reference is hereby made to the Fund's Prospectus and Statement
of Additional Information, each dated October 31, 2003, and to the Portfolio's
Prospectus and Statement of Additional Information, each dated March 31, 2004,
which set forth in full the investment objective, policies and investment
limitations of each of the Fund and the Portfolio, all of which are incorporated
herein by reference thereto.
A summary of the fundamental and non-fundamental limitations of the Fund
and the Portfolio are set forth on Annex A to this Prospectus/Proxy Statement.
Comparison of Risks
All mutual funds take risks. Therefore, it is possible to lose money by
investing in either fund. Since the Fund and the Portfolio invest in similar
securities, an investment in the Fund presents similar investment risks as
investing in the Portfolio. Each is subject to interest rate risk, credit risk,
Michigan investment risk, call risk, tax risk and risk of non-diversification.
Interest rate risk is the risk posed by the fact that prices of fixed income
securities rise and fall inversely in response to interest rate changes. In
addition, this risk increases with the length of the maturity of the debt.
Credit risk is the possibility that an issuer will default of a security by
failing to pay interest or principal when due. Because these funds emphasize
investments in Michigan, they are more subject to events that may adversely
affect Michigan issuers, such as an economic downturn affecting the automobile
and manufacturing sectors. Call risk is the possibility that an issuer may
redeem a fixed income security before maturity at a price below its current
market price. Tax risk is the failure of a municipal security to meet certain
legal requirements which may cause the interest received and distributed by the
fund to shareholders to be taxable. Since the Fund and the Portfolio are
non-diversified, there is a risk that any one issuer may have a greater impact
on its respective Share price and performance compared to that of a diversified
fund. Because the Fund, as a principal strategy, enters into derivative
contracts, the Fund is also subject to leverage risk and liquidity risk. (The
Portfolio does not, as a principal strategy, enter into derivative contracts.)
Leverage risk is created when an investment exposes a fund to a level of risk
that exceeds the amount invested. Liquidity risk refers to the possibility that
a fund may not be able to close out a derivative contract when it wants to. The
Portfolio could entail greater risk than the Fund because its portfolio is
smaller and also less diversified by holdings. A full discussion of the risks
inherent in investment in the Fund and the Portfolio is set forth in the Fund's
Prospectus and Statement of Additional Information, each dated October 31, 2003,
and the Portfolio's Prospectus and Statement of Additional Information, each
dated March 31, 2004, each of which is incorporated herein by reference thereto.
Comparative Fee Tables
The Fund and the Portfolio, like all mutual funds, incur certain expenses
in their operations. These expenses include management fees, as well as the
costs of maintaining accounts, administration, providing shareholder liaison and
distribution services and other activities. Set forth in the tables below is
information regarding the fees and expenses incurred by the Class A Shares and
Institutional Shares of the Portfolio as of January 31, 2004, Shares of the Fund
as of August 31, 2003 and pro forma fees for the Fund as of August 31, 2005
assuming that the Reorganization has occurred as of that date.
FEES AND EXPENSES of the Funds' shares
Portfolio Portfolio Federated Federated Fund
Class A Shares Institutional Fund Pro Forma
Shareholder Fees Shares Combined
Fees Paid Directly From Your Investment
Maximum Sales Charge (Load) Imposed on 4.50% None 3.00% 3.00%*
Purchases (as a percentage of offering price)
Maximum Deferred Sales Charge (Load) (as a None None None None
percentage of original purchase price or
redemption proceeds, as applicable)
Maximum Sales Charge (Load) Imposed on
Reinvested Dividends (and other Distributions) None None None None
(as a percentage of offering price)
Redemption Fee (as a percentage of amount None None None None
redeemed, if applicable)
Exchange Fee None None None None
Annual Fund Operating Expenses (Before
Waivers)1
Expenses That are Deducted From Fund Assets
(as percentage of average net assets)
Management Fee2 0.50% 0.50% 0.40% 0.40%
Distribution (12b-1) Fee 0.25% None None None
Shareholder Services Fee3 None None 0.25% 0.25%
Other Expenses4 0.39% 0.39% 0.21% 0.19%
Total Annual Fund Operating Expenses 1.14% 0.89% 0.86% 0.84%
The percentages shown are based on expenses for the entire fiscal years ended
January 31, 2004 and August 31, 2003 and ending August 31, 2005, respectively.
However, the rate at which expenses are accrued during the fiscal year may not
be constant and, at any particular point, may be greater or less than the stated
average percentage.
1 With respect to the Portfolio, although not contractually obligated to do
so, the adviser waived certain amounts. This waiver may be terminated at
any time. These are shown below along with the net expenses the Portfolio
paid for the fiscal year ended January 31, 2004. With respect to the
Federated Fund, although not contractually obligated to do so, the adviser,
shareholder services provider and transfer agent waived certain amounts.
These waivers may be terminated at any time. These are shown below along
with the net expenses the Fund paid for the fiscal year ended August 31,
2003. With respect to the Federated Fund Pro Forma Combined, although not
contractually obligated to do so, the adviser, shareholder services
provider, administrator and transfer agent expect to waive certain amounts.
These are shown below along with the net expenses the Fund expects to pay
for the fiscal year ending August 31, 2005.
Total Voluntary Waivers of Fund Expenses 0.24% 0.24% 0.36% 0.34%
Total Actual Annual Fund Operating Expenses 0.90% 0.65% 0.50% 0.50%
(after waivers)
2 For the Portfolio, the adviser waived a portion of the management fee. The
adviser can terminate this waiver at any time. The management fee paid by
the Portfolio (after the voluntary waiver) was 0.26% for the fiscal year
ended January 31, 2004. For the Federated Fund, the adviser waived a
portion of the management fee. The adviser can terminate this waiver at any
time. The management fee paid by the Fund (after the voluntary waiver) was
0.23% for the fiscal year ended August 31, 2003. For the Federated Fund Pro
Forma Combined, the adviser expects to voluntarily waive a portion of the
management fee. The adviser can terminate this anticipated voluntary waiver
at any time. The management fee to be paid by the Fund (after the
anticipated voluntary waiver) will be 0.25% for the fiscal year ending
August 31, 2005.
3 For the Federated Fund, a portion of the shareholder services fee has been
voluntarily waived. This voluntary waiver can be terminated at any time.
The shareholder services fee paid by the Fund (after the voluntary waiver)
was 0.07% for the fiscal year ended August 31, 2003. For the Federated Fund
Pro Forma Combined, a portion of the shareholder services fee is expected
to be voluntarily waived. This voluntary waiver can be terminated at any
time. The shareholder services fee to be paid by the Fund (after the
anticipated voluntary waiver) will be 0.07% for the fiscal year ending
August 31, 2005.
4 For the Federated Fund, the transfer agent voluntarily waived a portion of
its fee. The transfer agent can terminate this voluntary waiver at any
time. Total other expenses paid by the Fund (after the voluntary waiver)
were 0.20% for the fiscal year ended August 31, 2003. For the Federated
Fund Pro Forma Combined, the administrator and transfer agent expect to
voluntarily waive a portion of their fees. The administrator and transfer
agent can terminate these voluntary waivers at any time. Total other
expenses to be paid by the Fund (after the anticipated voluntary waivers)
will be 0.18% for the fiscal year ending August 31, 2005.
*Withrespect to future purchases of Shares of the Fund, current shareholders of
the Institutional Shares of the Portfolio, as well as current shareholders of
Class A Shares of the Portfolio who purchase their Shares directly from the
Golden Oak(R) Trust, will not be subject to a front-end sales charge. Current
shareholders of Class A Shares of the Portfolio who purchase Shares through a
broker/dealer, however, may be subject to a front-end sales charge on future
purchases of Shares of the Fund.
EXAMPLE
This Example is intended to help you compare the cost of investing in the
Portfolio's Class A Shares and Institutional Class Shares and the Fund's Shares
with the cost of investing in other mutual funds.
The Example assumes that you invest $10,000 in the Portfolio's Class A Shares
and Institutional Shares and the Fund's Shares for the time periods indicated
and then redeem all of your Shares at the end of those periods. The Example also
assumes that your investment has a 5% return each year and that the Portfolio
Class A Shares and Institutional Shares and the Fund's Shares operating expenses
are before waivers as shown in the table and remain the same. Although your
actual costs and returns may be higher or lower, based on these assumptions your
costs would be:
Portfolio Portfolio Fund Fund Pro Forma
Class A Institutional Shares Combined
Shares Class Shares
1 Year $561 $91 $385 $383
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3 Years $796 $284 $566 $560
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5 Years $1,049 $493 $762 $752
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10 Years $1,774 $1,096 $1,329 $1,306
Comparison of Potential Risks and Rewards: Performance Information
The bar charts and tables below compare the potential risks and rewards of
investing in the Fund and the Portfolio. The bar charts provide an indication of
the risks of investing in each fund by showing changes in performance from year
to year. The tables show how each fund's average annual total returns for the
one year, five year, ten year, and since inception periods compare to the
returns of a broad-based market index. The figures assume reinvestment of
dividends and distributions.
Keep in mind that past performance does not indicate future results.
RISK/RETURN BAR CHART
FEDERATED MICHIGAN INTERMEDIATE MUNICIPAL TRUST
The performance information shown below will help you analyze the Fund's
investment risks in light of its historical returns. The bar chart shows the
variability of the Fund's total returns on a calendar year-by-year basis. The
Average Total Return table shows returns averaged over the stated periods, and
includes comparative performance information. The Fund's performance will
fluctuate, and past performance (before and after taxes) is no guarantee of
future results.
The graphic presentation displayed here consists of a bar chart
representing the annual total returns of the Fund as of the calendar year-ended
December 31, 2003.
The `y' axis reflects the "% Total Return" beginning with "-8.00%" and
increasing in increments of 4.00% up to 16.00%.
The `x' axis represents calculation periods for the last ten calendar years
of the Fund, beginning with the earliest year. The chart features ten distinct
vertical bars, shaded in charcoal, and each visually representing by height the
total return percentage for the calendar year stated directly at its base. The
calculated total return percentage for the Fund for the calendar year is stated
directly at the top/bottom of each respective bar, for the calendar years 1994
through 2003, The percentages noted are: -4.73%, 14.14%, 3.97%, 6.81%, 5.57%,
- -1.23%, 9.01%, 4.68%, 9.84% and 5.05%, respectively.
The total returns shown in the bar chart do not reflect payment of any
sales charges or recurring shareholder account fees. If these charges or fees
had been included, the returns shown would have been lower.
The Fund's total return for the six month period from January 1, 2004
through June 30, 2004 was (1.05)%.
Within the period shown in the bar chart, the Fund's highest quarterly
return was 5.72% (quarter ended March 31, 1995). Its lowest quarterly return was
(4.60)% (quarter ended March 31, 1994).
AVERAGE ANNUAL TOTAL RETURN TABLE
The Average Annual Total Returns for the Fund are reduced to reflect
applicable sales charges. Return Before Taxes is shown. In addition, Return
After Taxes is shown for the Fund to illustrate the effect of federal taxes on
Fund returns. Actual after-tax returns depend upon each investor's personal tax
situation, and are likely to differ from those shown. The table also shows
returns for the Lehman Brothers 7-Year General Obligation Municipal Bond Index
("LB7GO") and the Lehman Brothers Municipal Bond Index ("LBMB"), both
broad-based indexes. The LB7GO is an index of general obligation bonds rated A
or better with six to eight years to maturity. The LBMB is a broad market
performance benchmark for the tax exempt bond market. To be included in the
LBMB, bonds must have a minimum credit rating of Baa. Index returns do not
reflect taxes, sales charges, expenses or other fees that the Securities and
Exchange Commission requires to be reflected in the Fund's performance. Indexes
and averages are unmanaged, and it is not possible to invest directly in an
index or an average.
(For the periods ended December 31, 2003)
1 Year 5 Years 10 Years
- -------------------------------------------------------------------------------------------------
Institutional Service Shares
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Return Before Taxes 1.91% 4.76% 4.87%
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Return After Taxes on 1.91% 4.76% 4.87%
Distributions1
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Return After Taxes on 2.59% 4.72% 4.84%
Distributions and Sale of Fund
Shares1
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
LB7GO 5.58% 5.83% 5.82%
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
LBMB 5.31% 5.83% 6.03%
- -------------------------------------------------------------------------------------------------
1 After-tax returns are calculated using a standard set of assumptions. The
stated returns assume the highest historical federal income and capital
gains tax rates. Return After Taxes on Distributions assumes a continued
investment in the Fund and shows the effect of taxes on Fund distributions.
Returns After Taxes on Distributions and Sale of Fund Shares assumes all
Shares were redeemed at the end of each measurement period, and shows the
effect of any taxable gain (or offsetting loss) on redemption, as well as
the effects of taxes on Fund distributions. These after-tax returns do not
reflect the effect of any applicable state and local taxes. After-tax
returns are not relevant to investors holding Shares through tax-deferred
programs, such as IRA or 401(k) plans.
GOLDEN OAK(R) MICHIGAN TAX FREE BOND PORTFOLIO
The performance information shown below will help you analyze the
Portfolio's Institutional Shares investment risks in light of its historical
returns. The bar chart shows the variability of the Portfolio's Institutional
Shares total returns on a calendar year-by-year basis. The Average Total Return
table shows returns averaged over the stated periods, and includes comparative
performance information. The Portfolio's performance will fluctuate, and past
performance (before and after taxes) is no guarantee of future results. The
periods prior to June 23, 1997, when the Portfolio began operating as a
registered mutual fund, represent the performance of the Adviser's similarly
managed predecessor common trust fund. The Adviser used substantially the same
management strategies to manage the Portfolio as it used to manage the common
trust fund. This past performance has been adjusted to reflect current expenses
for the Institutional Shares of the Portfolio. The Adviser's common trust fund
was not a registered mutual fund so it was not subject to the same investment
and tax restrictions as the Portfolio. If it had been, the common trust fund's
performance might have been lower.
The Portfolio is the successor to a correspondingly named portfolio of the
Arbor Funds pursuant to a reorganization that took place on August 26, 2002. The
shareholders of the Arbor Fund portfolio approved the reorganization and
received Institutional Shares or Class A Shares of the Portfolio on the date of
the reorganization. Prior to August 26, 2002, the Portfolio had no investment
operations. Accordingly, the performance information and financial information
provided in the Prospectus/Proxy Statement for periods prior to August 26, 2002
is historical information for the corresponding Arbor Fund. The Portfolio is
managed by the investment adviser which managed the corresponding Arbor Fund
portfolio. In addition, the Portfolio has investment objectives and policies
that are substantially similar to those of the corresponding Arbor Fund
portfolio, although the Arbor Fund portfolio had different fee and expense
arrangements.
The graphic presentation displayed here consists of a bar chart
representing the annual total returns of the Portfolio's Institutional Shares as
of the calendar year-ended December 31, 2003.
The `y' axis reflects the "% Total Return" beginning with "-4.00%" and
increasing in increments of 2.00% up to 14.00%.
The `x' axis represents calculation periods for the last ten calendar years
of the Portfolio's Institutional Shares beginning with the earliest year. The
light gray shaded chart features ten distinct vertical bars, shaded in charcoal,
and each visually representing by height the total return percentage for the
calendar year stated directly at its base. The calculated total return
percentage for the Portfolio's Institutional Shares for the calendar year is
stated directly at the top of each respective bar, for the calendar years 1994
through 2003, The percentages noted are: -3.06%, 12.09%, 3.24%, 6.20%, 5.10%,
- -0.43%, 7.77%, 5.12%, 7.55% and 3.38%, respectively.
The Portfolio's Institutional Shares are sold without a sales charge
(load). The total returns in the bar chart above are based upon net asset value.
The Portfolio's Institutional Shares total return for the six month period
from January 1, 2004 through June 30, 2004 was (0.06)%.
Within the period shown in the bar chart, the Portfolio's Institutional
Shares highest quarterly return was 4.56% (quarter ended March 31, 1995). Its
lowest quarterly return was (3.82%) (quarter ended March 31, 1994).
Average Annual Total Return Table
The Average Annual Total Returns for the Portfolio's Class A Shares are
reduced to reflect applicable sales charges. Return Before Taxes is shown for
all classes. In addition, Return After Taxes is shown for the Portfolio's
Institutional Shares to illustrate the effect of federal taxes on Portfolio
returns. Actual after-tax returns depend upon each investor's personal tax
situation, and are likely to differ from those shown. The table also shows
returns for the Merrill Lynch 1-12 Year Municipal Bond Index ("ML1-12MB"), a
broad-based market index. The ML1-12MB is a widely-recognized, broad-based
measure of the performance of the U.S. tax exempt bond market for securities
with maturities of one to twelve years. Index returns do not reflect taxes,
sales charges, expenses or other fees that the Securities and Exchange
Commission requires to be reflected in the Portfolio's performance. Indexes are
unmanaged, and it is not possible to invest directly in an index or an average.
(For the periods ended December 31, 2003)
- -----------------------------------------------------------------------------
1 Year 5 Years 10 Years
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Institutional Shares1:
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Return Before Taxes 3.38% 4.63% 4.62%
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Return After Taxes on 3.37% 4.59% 4.59%
Distributions2
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Return After Taxes on 3.68% 4.58% 4.62%
Distributions and Sale of Fund
Shares2
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Class A Shares:
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Return Before Taxes (1.53)% 3.43% 3.88%
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
ML1-12MB 4.81% 5.95% 5.85%
- -----------------------------------------------------------------------------
1 The Portfolio's returns in this table only reflect the periods after the
Portfolio began operating as a registered mutual fund. The returns shown do
not reflect the performance of the predecessor common trust fund. It is not
possible to reflect the tax impact on the common trust fund's performance.
2 After-tax returns are calculated using a standard set of assumptions. The
stated returns assume the highest historical federal income and capital
gains tax rates. Return After Taxes on Distributions assumes a continued
investment in the Fund and shows the effect of taxes on Fund distributions.
Returns After Taxes on Distributions and Sale of Fund Shares assumes all
Shares were redeemed at the end of each measurement period, and shows the
effect of any taxable gain (or offsetting loss) on redemption, as well as
the effects of taxes on fund distributions. These after-tax returns do not
reflect the effect of any applicable state and local taxes. After-tax
returns for Class A Shares will differ from those shown above for
Institutional Shares. After-tax returns are not relevant to investors
holding Shares through a tax-deferred program, such as IRA or 401(k) plans.
Investment Advisers
The Board of Trustees governs the Golden Oak(R) Trust. The Board selects
and oversees the adviser, CB Capital Management, Inc. ("CBCM"), a subsidiary of
Citizens Bank, whose parent company is Citizens Banking Corporation. CBCM
manages the Portfolio's assets, including buying and selling portfolio
securities. CBCM is registered as an investment adviser under the Investment
Advisers Act of 1940 (the "Advisers Act"). The address of CBCM is 328 S. Saginaw
Street, Flint, MI 48502.
The Adviser or its affiliates have advised the Golden Oak(R) Trust or its
predecessor trust, since its inception in 1997, and as of January 31, 2004,
provided investment advice for assets of over $2.2 billion, including the
Portfolio.
The Board of Trustees governs the Federated Fund. This Board selects and
oversees the adviser, Federated Investment Management Company ("FIMC"), a
subsidiary of Federated Investors, Inc. ("Federated"), who manages the Fund's
assets, including buying and selling portfolio securities. FIMC is registered as
an investment adviser under the Advisers Act. The address of FIMC is Federated
Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779.
FIMC and other subsidiaries of Federated advise approximately 136 mutual
funds and a variety of separate accounts, which totaled approximately $198
billion in assets as of December 31, 2003. Federated was established in 1955 and
is one of the largest mutual fund investment managers in the United States with
approximately 1,650 employees. More than 5,000 investment professionals make
Federated funds available to their customers.
Portfolio Managers
Federated Michigan Intermediate Municipal Trust
Lee R. Cunningham II has been a Portfolio Manager of the Fund since May
1998. Mr. Cunningham joined Federated in 1995 as an Investment Analyst and has
been a Portfolio Manager since 1998. He was named an Assistant Vice President of
the Fund's Adviser in January 1998 and became a Vice President of the Fund's
Adviser in July 2000. From 1986 through 1994, Mr. Cunningham was a Project
Engineer with Pennsylvania Power and Light Company. Mr. Cunningham received his
M.B.A. with concentrations in Finance and Operations from the University of
Pittsburgh.
J. Scott Albrecht has been the Fund's Portfolio Manager since March 1995.
He is Vice President of the Trust. Mr. Albrecht joined Federated in 1989. He has
been a Senior Portfolio Manager since 1997 and a Vice President of the Fund's
Adviser since 1994. He was a Portfolio Manager from 1994 to 1996. Mr. Albrecht
is a Chartered Financial Analyst and received his M.S. in Public Management from
Carnegie Mellon University.
Golden Oak(R) Michigan Tax Free Bond Fund
James A. Nawrocki serves as Vice President and Trust Officer of CB Wealth
Management, NA. Mr. Nawrocki assumed sole responsibility for management of the
Portfolio in October 2002, and prior thereto he was part of the management team
of the Portfolio and its corresponding Former Portfolio. From June 1998 to
October 1999, Mr. Nawrocki served as a financial consultant at First of Michigan
Corporation. For the 12 years prior to June 1998, Mr. Nawrocki managed fixed
income portfolios for The Dow Chemical Company including defined benefit and
defined contribution pension plan portfolios as well as domestic and off-shore
P&C insurance company assets.
Advisory Fees and Other Expenses
The annual advisory fee for the Fund is 0.40% of the Fund's average daily
net assets. The investment adviser to the Fund, FIMC, may voluntarily choose to
waive a portion of its advisory fee or reimburse other expenses of the Fund.
This voluntary waiver or reimbursement may be terminated by FIMC at any time in
its sole discretion. The maximum annual fee for the Portfolio is 0.50% of the
Portfolio's average daily net assets. The Portfolio's investment adviser, CBCM,
may similarly voluntarily choose to waive a portion of its advisory fee or
reimburse the Portfolio for certain expenses and may likewise terminate such
waiver or reimbursement at any time in its sole discretion.
Federated Services Company, an affiliate of FIMC, serves as administrator
to the Fund and the Portfolio and provides certain administrative personnel and
services as necessary. Additionally, CBCM serves as sub-administrator to the
Portfolio and also provides certain administrative personnel and services.
Federated Services Company and CBCM provide these services, at an annual rate
based upon the average aggregate daily net assets of all funds advised by FIMC
or CBCM. In each case, the rate charged by Federated Services Company is based
on a scale that ranges from 0.150% to 0.075% for the Fund and 0.125% to 0.075%
for the Portfolio. As sub-administrator to the Portfolio, CBCM fees are based on
a scale that ranges from 0.0475% to 0.0975%. The combined administrative
services and sub-administrative services fee rate paid by the Portfolio is
..1725% of the average net assets of the Portfolio. Federated Services Company's
minimum annual administrative fee, with respect to the Fund is $150,000 per
portfolio, while the minimum administrative fee, with respect to the Portfolio
is $50,000 per portfolio and $10,000 on any newly created class of Shares.
Federated Services Company may choose voluntarily to waive a portion of its fee.
The administrative fee expense charged by Federated Services Company for the
Fund's fiscal year ended August 31, 2003 was $125,000, or 0.086% of average
daily net assets. The administrative fee expense charged by Federated Services
Company for the Portfolio's fiscal year ended January 31, 2004 was $75,864, or
0.118% of average daily net assets. The administrative fee expense charged by
the sub-administrator for the Portfolio's fiscal year ended January 31, 2004 was
$34,808, or 0.054% of average daily net assets. The combined administrative
services fee and sub-administrative services fee paid by the Portfolio for its
fiscal year ended January 31, 2004 was $110,672.
The Fund has entered into a Shareholder Services Agreement under which it
may make payments of up to 0.25% of the average daily net asset value of the
Fund to obtain certain personal services for shareholders and the maintenance of
shareholder accounts. The Shareholder Services Agreement provides that Federated
Shareholder Services Company ("FSSC"), an affiliate of FIMC, either will perform
shareholder services directly or will select financial institutions to perform
such services. Financial institutions will receive fees based upon Shares owned
by their clients or customers. The schedule of such fees and the basis upon
which such fees will be paid is determined from time to time by the Fund and
FSSC. The Portfolio does not make payments to obtain similar shareholder
services.
Federated Securities Corp. ("FSC"), an affiliate of FIMC, is the principal
distributor for Shares of the Fund and the Portfolio. The Class A Shares of the
Portfolio have adopted a Rule 12b-1 Distribution Plan (the "Distribution Plan")
pursuant to which Class A Shares of the Portfolio may pay a fee to the
distributor in an amount computed at an annual rate of 0.25% of the average
daily net assets of the Class A Shares to finance any activity which is
principally intended to result in the sale of Class A Shares subject to the
Distribution Plan. The Institutional Shares have not adopted a Distribution
Plan. The Fund does not have a Rule 12b-1 plan in effect and, accordingly, does
not, nor does FSC, compensate brokers and dealers for sales and administrative
services performed in connection with sales of Shares of the Fund pursuant to a
plan of distribution adopted pursuant to Rule 12b-1.
FSC and FSSC, from their own assets, may pay financial institutions
supplemental fees as financial assistance for providing substantial sales
services, distribution-related support services or shareholder services with
respect to the Fund or the Portfolio. Such assistance will be predicated upon
the amount of Shares the financial institution sells or may sell, and/or upon
the type and nature of sales or marketing support furnished by the financial
institution. Any payments made by FSC may be reimbursed by FIMC or its
affiliates.
The total annual operating expenses (after waivers) for Shares of the
Portfolio were 0.90% for Class A Shares and 0.65% for Institutional Shares for
the fiscal year ended January 31, 2004. Without such waivers, the expense ratio
of the Portfolio would have been 1.14% of average daily net assets for Class A
Shares and 0.89% for Institutional Shares. The total annual operating expenses
for the Fund for the fiscal year ended August 31, 2003, were 0.50% after
waivers. Without such waivers, the expense ratio of the Fund was 0.86% of
average daily net assets for the fiscal year ended August 31, 2003.
Purchase, Exchange and Redemption Procedures
The transfer agent and dividend-disbursing agent for the Fund and the
Portfolio are State Street Bank and Trust Company and Boston Financial Data
Systems, Inc., respectively. As described below, procedures for the purchase,
exchange and redemption of the Fund's Shares differ slightly from procedures
applicable to the purchase, exchange and redemption of the Portfolio's Class A
Shares and Institutional Shares. Reference is made to the Prospectus of the Fund
dated October 31, 2003, and the Prospectus of the Portfolio dated March 31,
2004, for a complete description of the purchase, exchange and redemption
procedures applicable to purchases, exchanges and redemptions of the Fund's
Shares and the Portfolio's Class A Shares and Institutional Shares,
respectively, each of which is incorporated herein by reference thereto.
Purchases of Shares of the Fund may be made through an investment
professional or directly from the Fund. Purchases of Shares of the Portfolio may
be made through the Portfolio by calling 1-800-545-6331, or through certain
broker/dealers and other institutions. The minimum initial and subsequent
investments in the Fund are $1,500 and $100, respectively. The minimum initial
investment in the Portfolio's Class A Shares and Institutional Shares is $1,000
and $1,000,000, respectively. The minimum subsequent investment for Class A
Shares of the Portfolio is $50. There is no minimum subsequent investment amount
for Institutional Shares of the Portfolio. The Fund and the Portfolio each
reserve the right to reject any purchase request.
The purchase price of the Portfolio's Class A Shares and Institutional
Shares is based on net asset value. The Portfolio's Institutional Shares are not
subject to front-end sales charges or contingent deferred sales charges
("CDSCs"). The Portfolio's Class A Shares are subject to a maximum front-end
sales charge of 4.50%. The Fund's Shares are subject to a maximum front-end
sales charge of 3.00%. In addition, the Fund's Shares are subject to a CDSC of
0.75% of the redemption amount when the Shares are redeemed up to 24 months
after purchase under a program where an investment professional received an
advance payment on the transaction. Shareholders of the Portfolio will not be
charged front-end sales charges or a CDSC in connection with the Reorganization.
With respect to future purchases of Shares of the Fund, current shareholders of
the Institutional Shares of the Portfolio, as well as current shareholders of
Class A Shares of the Portfolio who purchase their Shares directly from the
Portfolio, will not be subject to a front-end sales charge. Current shareholders
of Class A Shares of the Portfolio who purchase Shares through a broker/dealer,
however, may be subject to a front-end sales charge on future purchases of
Shares of the Fund. The net asset value per share for the Fund and Portfolio is
calculated at the close of regular trading (normally 4:00 p.m., Eastern time)
each day the New York Stock Exchange, Inc. (the "NYSE") is open for business.
Purchase orders for Shares of the Fund received from an investment professional
and authorized brokers and dealers before 4:00 p.m. (Eastern time) may be
entered at that day's price. Purchase orders submitted directly to the Fund are
priced after payment is received by the Fund. Shares of the Portfolio can be
purchased directly from the Portfolio by calling 1-800-545-6331 or through
accounts with brokers and other institutions that are authorized to place trades
in Portfolio Shares for their customers. For you to receive the same-day price,
the Portfolio must receive your purchase order in proper form before 4:00 p.m.
(Eastern time).
Redemptions of the Fund's Shares may be made through an investment
professional, by telephone or by mailing a written request, or through the
Fund's systematic withdrawal program. Redemptions of the Portfolio's Class A
Shares may be made through an investment professional or directly from the
Golden Oak(R) Trust if you purchased directly from the Golden Oak(R) Trust.
Shareholders of the Portfolio's Institutional Shares may redeem Shares by
following the procedures established when they opened their account. Redemption
requests received by the Portfolio are executed at net asset value next
determined after the request is received. Redemption requests received by the
Fund are also executed at net asset value next determined after the request is
received.
Any questions about the foregoing procedures may be directed to, and
assistance in effecting purchases, exchanges or redemptions of the Fund's Shares
or the Portfolio's Class A Shares or Institutional Shares may be obtained by
calling: 1-800-341-7400 or 1-800-545-6331, respectively.
INFORMATION ABOUT THE REORGANIZATION
Description of the Plan of Reorganization
The following summary is qualified in its entirety by reference to the
Agreement and Plan of Reorganization (the "Plan") found in Exhibit A. The Plan
provides for the Reorganization to occur on the Closing Date, which is expected
to be on or about September __, 2004. The Plan provides that all of the assets
of the Portfolio will be transferred to the Fund at the closing on the Closing
Date of the Reorganization. In exchange for the transfer of these assets, the
Fund will simultaneously issue at the closing on the Closing Date of the
Reorganization a number of full and fractional Shares of the Fund to
Shareholders of Class A Shares and Institutional Shares of the Portfolio equal
in value to the aggregate net asset value of the Portfolio calculated before the
closing on the Closing Date of the Reorganization.
Following the transfer of assets in exchange for Shares of the Fund, the
Portfolio will distribute all the Shares of the Fund pro rata to its
shareholders of record in complete liquidation. Shareholders of the Portfolio
owning Shares at the closing on the Closing Date of the Reorganization will
receive a number of Shares of the Fund with the same aggregate value as the
shareholder had in the Portfolio immediately before the Reorganization. Such
distribution will be accomplished by the establishment of accounts in the names
of the Portfolio's shareholders on the share records of the Fund's transfer
agent. Each account will receive the respective pro rata number of full and
fractional Shares of the Fund due to the shareholders of the Portfolio. The
Portfolio will then be terminated. The Fund does not issue share certificates to
shareholders. Shares of the Fund to be issued will have no preemptive or
conversion rights. No sales charges will be imposed in connection with the
receipt of such Shares by the Portfolio's shareholders.
The Plan contains customary representations, warranties and conditions. The
Plan provides that the consummation of the Reorganization with respect to the
Portfolio and the Fund is conditioned upon, among other things: (i) approval of
the Reorganization by the Portfolio's shareholders; (ii) the receipt by the
Golden Oak(R) Trust and the Federated Trust of an opinion to the effect that the
Reorganization will be tax-free to the Portfolio, its shareholders and the Fund.
The Plan may be terminated if, before the Closing Date, any of the required
conditions have not been met, the representations and warranties are not true or
the Board of Trustees of the Golden Oak(R) Trust or the Federated Trust
determines that the Reorganization is not in the best interest of the
shareholders of the Portfolio or the Fund, respectively.
Costs of Reorganization. The expenses of the Reorganization will be paid by
FIMC and CBCM or their respective affiliates. Reorganization expenses include,
without limitation: (a) expenses associated with the preparation and filing of
this Prospectus/Proxy Statement; (b) postage; (c) printing; (d) accounting fees;
(e) legal fees incurred by the Fund and the Portfolio; (f) solicitation costs;
and (g) other related administrative or operational costs. Any registration or
licensing fee will be borne by the Fund.
Description of Fund Shares and Capitalization
Shares of the Fund to be issued to shareholders of the Portfolio under the
Plan will be fully paid and non-assessable when issued, transferable without
restrictions and will have no preemptive or conversion rights. Reference is
hereby made to the Prospectus of the Fund provided herewith for additional
information about Shares of the Fund.
The following table shows the capitalization of the Fund and the Portfolio
as of July 12, 2004, and on a pro forma basis as of that date:
- -----------------------------------------------------------------------------------------------------------------
Portfolio Portfolio Fund Fund
Class A Shares Institutional Shares Pro Forma Combined
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Net Assets $593,535 $58,895,966 $162,925,286 $222,414,787
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Net Asset Value Per $10.12 $10.12 $11.25 $11.25
Share
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Shares Outstanding 58,635 5,818,280 14,480,953 19,768,909
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Total Assets (at fund $59,582,390 $59,582,390 $163,138,656 $222,721,046
level)
- -----------------------------------------------------------------------------------------------------------------
Federal Income Tax Consequences
As a condition to the Reorganization, the Golden Oak(R) Trust and the
Federated Trust will receive an opinion of counsel, 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:
o the Reorganization as set forth in the Plan will constitute a tax-free
reorganization under section 368(a) of the Code, and the Portfolio and the
Fund each will be a "party to a reorganization" within the meaning of
section 368(b) of the Code;
o no gain or loss will be recognized by the Fund upon its receipt of the
Portfolio's assets in exchange for Fund Shares;
o no gain or loss will be recognized by the Portfolio upon transfer of its
assets to the Fund in exchange for Fund Shares or upon the distribution of
Fund Shares to the Portfolio's shareholders in exchange for their Portfolio
Shares;
o no gain or loss will be recognized by shareholders of the Portfolio upon
exchange of their Portfolio Shares for Fund Shares;
o the aggregate tax basis of the assets of the Portfolio acquired by the Fund
will be the same as the tax basis of such assets to the Portfolio
immediately prior to the Reorganization;
o the tax basis of Shares of the Fund received by each shareholder of the
Portfolio pursuant to the Reorganization will be the same as the aggregate
tax basis of the Shares of the Portfolio held by such shareholder
immediately prior to the Reorganization;
o the holding period of the Portfolio's assets in the hands of the Fund will
include the period during which those assets were held by the Portfolio;
and
o the holding period of the Fund's Shares received by each shareholder of the
Portfolio pursuant to the Plan will include the period during which the
Portfolio Shares exchanged therefor were held by such shareholder, provided
the Portfolio Shares were held as capital assets on the date of the
Reorganization.
The foregoing opinion may state that no opinion is expressed as to the
effect of the Reorganization on the Fund, the Portfolio or the Portfolio's
shareholders with respect to any asset as to which unrealized gain or loss is
required to be recognized for federal income tax purposes at the end of a
taxable year (or on the termination or transfer thereof) under a mark-to-market
system of accounting.
Shareholders of the Portfolio should consult their tax advisors regarding
the effect, if any, of the Reorganization in light of their individual
circumstances. Because the foregoing discussion only relates to the federal
income tax consequences of the Reorganization, those shareholders also should
consult their tax advisors about state and local tax consequences, if any, of
the Reorganization.
Before the Reorganization, the Portfolio expects to distribute ordinary
income and realized capital gains, if any, to shareholders.
As of January 31, 2004 and August 31, 2003, the Portfolio and the Fund had
unutilized capital loss carryovers of $108,406 and $901,863, respectively. The
final amount of unutilized capital loss carryovers for each fund is subject to
change and will not be determined until the time of the Reorganization.
As of January 31, 2004 and August 31, 2003, the Portfolio and the Fund had
tax basis appreciation or (depreciation) of $4,172,524 and $6,492,430,
respectively.
After and as a result of the Reorganization, it is anticipated that the
ability of the Fund to use the Portfolio's capital loss carryovers and to deduct
losses recognized on the sale of assets of the Portfolio to the extent that the
losses were "built-in losses" as of the time of the Reorganization, will be
significantly limited under Section 382 of the code.
The Reorganization will not require the Portfolio to dispose of a material
portion of its portfolio securities prior to the Reorganization due to
non-conformance of those securities with he investment objectives, policies or
limitations of the Fund, nor will the Reorganization require the Fund to sell
acquired portfolio securities, other than in the ordinary course of business, in
order to rebalance its portfolio to comply with the Prospectus limitations of
the Fund.
Agreement Among CBCM, Citizens Bank and Federated Investors, Inc.
CBCM, Citizens Bank and Federated have entered into an agreement regarding
the sharing of the expenses of the Reorganization. Also in connection with the
Reorganization, it is expected that Citizens Bank or one of its subsidiaries
will enter into an agreement with subsidiaries of Federated pursuant to which
Citizens Bank or one of its subsidiaries would be entitled to receive servicing
and/or account administration fees on shareholder accounts in certain Federated
mutual funds for which Citizens Bank or one of its subsidiaries provides
services. For more information with respect to applicable arrangements for the
payment of servicing and/or account administration fees, see "Comparative Fee
Tables" and "Advisory and Other Fees" herein.
Reasons for the Reorganization
The long-term viability of the Portfolio, together with six other
portfolios comprising the Golden Oak(R) Trust, has, in the opinion of CBCM,
become questionable, particularly in light of the level of assets in the
Portfolio and the decline in such assets in the recent past, as well as
increased costs associated with the need to comply with certain regulations
recently promulgated by the Securities and Exchange Commission. Both the fund
and the Portfolio have similar investment objectives, and the combination of the
two funds would provide the Portfolio shareholders with the benefit of higher
fund asset levels and lower fund expenses. Accordingly, CBCM has over the past
several months actively pursued alternatives which would allow shareholders to
continue their original investment objectives through a tax-free combination of
their Golden Oak(R) portfolio with a comparable portfolio of another fund
group(s). After extensive discussions between representatives of CBCM and
Federated, CBCM determined to recommend to the Board of Golden Oak(R) Trust and
the Federated Trust to consider and approve the Reorganization as being in the
best interest of Shareholders. CBCM also determined to recommend to the Board of
the Golden Oak(R) Trust (and the Board of the Golden Oak(R) Board approved) the
tax-free reorganization of the six other portfolios comprising Golden Oak(R)
Trust into comparable portfolios of the Goldman Sachs Trust. Goldman Sachs Trust
is not affiliated with the Federated Trust.
The Board of Trustees met on July 19, 2004 and August ____, 2004 to receive
information concerning the Portfolio, to review this information and to consider
the terms of the proposed Reorganization. After consultation with legal counsel,
the Board of Trustees, including the trustees who are not "interested persons"
(within the meaning of the 1940 Act), unanimously approved the Plan and
recommended its approval by the shareholders of the Portfolio. In approving the
Reorganization, the Board of Trustees determined that participation in the
Reorganization is in the best interests of the Portfolio and that the interests
of the shareholders of the Portfolio would not be diluted as a result of the
Reorganization. In approving the Plan, the Board of Trustees considered a number
of factors, including the following:
- expected expense reduction for the Portfolio
- the capabilities, practices and resources of FIMC and the other
service providers used by the Fund
- the investment advisory and other fees paid by the Fund, and the
historical and projected expense ratios of the Fund as compared
with those of the Portfolio
- the investment objectives, policies and limitations of the Fund
and their relative compatibility with those of the Portfolio
- the historical investment performance records of the Portfolio
and the Fund, relative to each other
- the larger asset base of the Fund relative to the Portfolio
- the terms and conditions of the Plan
- the anticipated tax consequences of the Reorganization for the
Portfolio and its shareholders
- the advice and recommendation of CBCM, including its opinion that
the Reorganization would be in the best interest of Portfolio
shareholders because of the relatively low level of assets in the
Portfolio and the decline in such assets in the recent past, as
well as the increased costs associated with the need to comply
with certain regulations recently promulgated by the Securities
and Exchange Commission.
- the fact that CBCM, Citizens Bank and Federated Investors, Inc.
entered into an agreement regarding the sharing of the expenses
of the Reorganization
- the viability of the Portfolio absent approval of the proposed
Reorganization, including alternatives to the Reorganization such
as combining with different funds and liquidating the Portfolio
BASED ON THIS INFORMATION, THE BOARD RECOMMENDS THAT THE SHAREHOLDERS OF
THE PORTFOLIO FUND APPROVE THE REORGANIZATION.
Comparative Information on Shareholder Rights and Obligations
GOLDEN OAK(R) TRUST
GENERAL. Golden Oak(R) Trust is an open-end management investment company
established as a Delaware statutory trust pursuant to a Declaration of Trust
("Trust Instrument") dated May 13, 2002. Golden Oak(R) Trust is also governed by
its By-Laws and applicable Delaware law.
SHARES. Golden Oak(R) Trust is authorized to issue an unlimited number of
Shares of beneficial interest, without par value, from an unlimited number of
series of Shares. Currently, Golden Oak(R) Trust consists of seven investment
series offering two classes of Shares: Class A Shares and Institutional Shares.
The two classes differ with respect to minimum investment requirements,
applicable sales charges, distribution fees and shareholder servicing costs, as
set forth in the Prospectuses for the Golden Oak(R) Trust. The Shares of the
Golden Oak(R) Trust have no preference as to conversion features, exchange
privileges or other attributes, and have no preemptive rights.
VOTING RIGHTS. On any matter submitted to a vote of shareholders, all
Shares entitled to vote are voted on by individual series or class, except that:
(i) when so required by the 1940 Act, then Shares are voted in the aggregate and
not by individual series or class; and (ii) when the Trustees of the Golden
Oak(R) Trust have determined that the matter only affects the interest of one or
more series or class, then only shareholders of such series or class are
entitled to vote.
SHAREHOLDER MEETINGS. The Golden Oak(R) Trust is not required to hold
annual meetings of shareholders, but may hold special meetings of shareholders
under certain circumstances. A special meeting of shareholders may be called at
any time by the Trustees.
ELECTION AND TERM OF TRUSTEE. The Golden Oak(R) Trust's affairs are
supervised by the Trustees under the laws governing statutory trusts in the
State of Delaware. Subject to 1940 Act requirements, Trustees may be elected by
shareholders or appointed by the Board. Under the Golden Oak(R) Trust's Trust
Instrument, Trustees hold office until their successors are duly elected and
qualified, or until their death, removal or resignation. A Trustee may be
removed at any time by action of two-thirds of the then Trustees at a duly
constituted meeting.
SHAREHOLDER LIABILITY. Pursuant to Delaware law and the Golden Oak(R)
Trust's Trust Instrument, shareholders of the Golden Oak(R) Trust generally are
not personally liable for the acts, omissions or obligations of the Trustees or
the Golden Oak(R) Trust.
TRUSTEE LIABILITY. Pursuant to Delaware law and the Golden Oak(R) Trust's
Trust Instrument, Trustees are not personally liable to any person other than
the Golden Oak(R) Trust and the shareholders for any act, omission or obligation
of the Golden Oak(R) Trust or another Trustee. Pursuant to the Golden Oak(R)
Trust's Trust Instrument, Trustees are not personally liable for any act or
omission he or she takes while acting as a Trustee or for any act or omission of
any other person or party, except that Trustees are not protected against
liability to the Golden Oak(R) Trust or to shareholders resulting from his or
her willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved as a Trustee. The Golden Oak(R) Trust generally indemnifies
Trustees against all liabilities and expenses incurred by reason of being a
Trustee, except for liabilities and expenses arising from the Trustee's willful
misfeasance, gross negligence or reckless disregard of his or her duties as a
Trustee.
FEDERATED TRUST
GENERAL. Federated Trust is an open-end management investment company
established as a Massachusetts business trust pursuant to a Trust Instrument
dated August 6, 1990. The Federated Trust is also governed by its By-Laws and
applicable Massachusetts law.
SHARES. Federated Trust is authorized to issue an unlimited number of
Shares of beneficial interest, without par value, from an unlimited number of
series of Shares. Currently, the Federated Trust consists of six separate
investment series offering up to three classes of Shares: Class A Shares, Class
B Shares and Class F Shares. The three classes differ with respect to sales
charges, minimum investment requirements, distribution fees and shareholder
serving costs. Currently, the Fund offers only a single, undesignated class of
Shares.
VOTING RIGHTS. On any matter submitted to a vote of shareholders, all
Shares entitled to vote are voted in the aggregate, except that: (i) when so
required by the 1940 Act, then Shares are voted by individual series; and (ii)
when the matter only affects the interests of one or more series or class, then
only shareholders of such series or class are entitled to vote.
SHAREHOLDER MEETINGS. The Federated Trust is not required to hold annual
meetings of shareholders, but may hold special meetings of shareholders under
certain circumstances. A special meeting of shareholders may be called at any
time by the Trustees or by shareholders holding at least 10% of the Shares then
outstanding.
ELECTION AND TERM OF TRUSTEES. The Federated Trust's affairs are supervised
by the Trustees under the laws governing business trusts in the Commonwealth of
Massachusetts. Subject to 1940 Act requirements, Trustees may be elected by
shareholders or appointed by the Board. Trustees hold office until their
successors are duly elected and qualified, or until their death, resignation,
retirement, removal or mental or physical incapacity. A Trustee may be removed
at any time by written instrument signed by at least two-thirds of the Trustees
then in office or by a vote of shareholders holding two-thirds of the
outstanding Shares.
SHAREHOLDER LIABILITY. Under Massachusetts law, shareholders of the
Federated Trust may under certain circumstances be held personally liable for
the obligations of the Trust. The Federated Trust's Trust Instrument provides
for indemnification out of the Fund's property of any shareholders held
personally liable for the obligations of the Fund.
TRUSTEE LIABILITY. The Trustees generally are not personally liable for any
obligation of the Federated Trust. The Federated Trust will indemnify its
Trustees against all liabilities and expenses, except for those arising from the
Trustee's willful misfeasance, bad faith, gross negligence or reckless disregard
of his or her duties.
THE FOREGOING IS ONLY A SUMMARY OF CERTAIN RIGHTS OF SHAREHOLDERS OF THE
GOLDEN OAK(R) TRUST AND FEDERATED TRUST UNDER THEIR RESPECTIVE GOVERNING CHARTER
DOCUMENTS, BY-LAWS AND STATE LAW, AND IS NOT A COMPLETE DESCRIPTION OF
PROVISIONS CONTAINED IN THOSE SOURCES. SHAREHOLDERS SHOULD REFER TO THE
PROVISIONS OF THOSE DOCUMENTS AND STATE LAW DIRECTLY FOR A MORE THOROUGH
DESCRIPTION.
INFORMATION ABOUT THE FUND AND THE PORTFOLIO
Information about the Portfolio is included in the Prospectus and Statement
of Additional Information for the Portfolio dated March 31, 2004, each of which
is incorporated herein by reference. Information about the Fund is included in
the Prospectus for the Fund dated October 31, 2003, a copy of which accompanies
this Proxy Statement/Prospectus and is incorporated herein by reference, and in
the Statement of Additional Information for the Fund dated October 31, 2003,
which is incorporated herein by reference.
The Federated Trust, on behalf of the Fund, and the Golden Oak(R) Trust, on
behalf of the Portfolio, each is subject to the informational requirements of
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the 1940 Act, and in accordance therewith files reports and other
information with the Securities and Exchange Commission. Reports, the proxy and
information statements, and other information filed by the Federated Trust, on
behalf of the Fund, can be obtained by calling or writing the Federated Trust
and can also be inspected and copied by the public at the public reference
facilities maintained by the Securities and Exchange Commission in Washington,
DC located at Room 1024, 450 Fifth Street, N.W., Washington DC 20549 and at
certain of its regional offices located at Room 1204, Everett McKinley Dirksen
Building, 219 South Dearborn Street, Chicago, Illinois 60604 and 233 Broadway
New York, NY 10007. Copies of such material can be obtained at prescribed rates
from the Public Reference Branch, Office of Consumer Affairs and Information
Services, Securities and Exchange Commission, Washington DC 20549, or obtained
electronically from the Securities and Exchange Commission's Internet Web site
(http://www.sec.gov).
About the Proxy Solicitation and the Special Meeting
Proxies are being solicited by the Board of the Golden Oak(R) Trust, on
behalf of the Portfolio. The proxies will be voted at the special meeting of
shareholders of the Portfolio to be held on September __, 2004 at 5800 Corporate
Drive, Pittsburgh, Pennsylvania 15237-7001, at 2:00 p.m. (such special meeting
and any adjournment or postponement thereof are referred to as the "Special
Meeting").
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by FIMC and/or CBCM, or their respective affiliates. In
addition to solicitations through the mails, proxies may be solicited by
officers, employees, and agents of FIMC, or, if necessary, a communications firm
retained for this purpose. Such solicitations may be by telephone, telegraph,
through the Internet or otherwise. Any telephonic solicitations will follow
procedures designed to ensure accuracy and prevent fraud, including requiring
identifying shareholder information, recording the shareholder's instructions,
and confirming to the shareholder after the fact. Shareholders who communicate
proxies by telephone or by other electronic means have the same power and
authority to issue, revoke, or otherwise change their voting instructions as
shareholders submitting proxies in written form. FIMC may 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.
The purpose of the Special Meeting is set forth in the accompanying Notice.
The Trustees know of no business other than that mentioned in the Notice that
will be presented for consideration at the Special Meeting. Should other
business properly be brought before the Special Meeting, proxies will be voted
in accordance with the best judgment of the persons named as proxies. This
Prospectus/Proxy Statement and the enclosed proxy card are expected to be mailed
on or about August __, 2004, to shareholders of record at the close of business
on August __, 2004 (the "Record Date").
The Portfolio's annual report to shareholders, which includes audited
financial statements of the Portfolio for its fiscal year ended January 31,
2004, was previously mailed to shareholders. The semi-annual report and annual
report for the Fund, which contain unaudited financial statements for the period
ended February 29, 2004 and audited financial statements for the fiscal year
ended August 31, 2003, respectively, were also previously mailed to Fund
shareholders. The Fund and the Portfolio will each promptly provide, without
charge and upon request, to each person to whom this Prospectus/Proxy Statement
is delivered, a copy of its annual report and/or semi-annual report. Requests
for annual reports or semi-annual reports for the Fund and the Portfolio may be
made by writing to the Federated Trust's and the Golden Oak(R) Trust's principal
executive offices or by calling the Federated Trust or the Golden Oak(R) Trust.
The principal executive offices for both the Fund and the Portfolio are located
at Federated Investors Funds, 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237. The Federated Trust's toll-free telephone number is 1-800-341-7400 and
the Golden Oak(R) Trust's toll-free telephone number is 1-800-545-6331.
Proxies, Quorum and Voting at the Special Meeting
Only shareholders of record on the Record Date will be entitled to vote at
the Special Meeting. Each share of the Portfolio is entitled to one vote.
Fractional Shares are entitled to proportionate Shares of one vote. The votes of
shareholders of the Fund are not being solicited since their approval is not
required in order to effect the Reorganization.
Any person giving a proxy has the power to revoke it any time prior to its
exercise by executing a superseding proxy or by submitting a written notice of
revocation to the Secretary of the Portfolio. In addition, although mere
attendance at the Special Meeting will not revoke a proxy, a shareholder present
at the Special Meeting may withdraw his or her proxy and vote in person. All
properly executed and unrevoked proxies received in time for the Special Meeting
will be voted in accordance with the instructions contained in the proxies. If
no instruction is given on the proxy, the persons named as proxies will vote the
Shares represented thereby in favor of the matter set forth in the attached
Notice.
In order to hold the Special Meeting with respect to the Portfolio, a
"quorum" of shareholders of that Portfolio must be present. Holders of greater
than thirty-three and one-third percent (33 1/3%) of the total number of
outstanding Shares of the Portfolio, present in person or by proxy, shall be
required to constitute a quorum for the purpose of voting on the proposal.
Shareholder approval with respect to the proposal requires the affirmative
vote of "a majority of the outstanding voting securities" as defined in the
Investment Company Act of 1940. This vote requires the lesser of (A) 67% or more
of the voting securities of the Portfolio present at the meeting, if the
shareholders of more than 50% of the outstanding voting securities of the
Portfolio are present or represented by proxy; or (B) more than 50% of the
outstanding voting securities of the Portfolio. The Plan provides that the
failure of any one or more of the seven Golden Oak(R) portfolios (including the
Portfolio) to consummate the transactions contemplated in the Plan, or in the
agreement and plan of reorganization between the Golden Oak(R) Trust and the
Goldman Sachs Trust, will not affect the consummation of the reorganization with
respect to the remaining Golden Oak(R) portfolios.
For purposes of determining a quorum for transacting business at the
Special Meeting, abstentions and broker "non-votes" (that is, proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other persons entitled to vote Shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as Shares that are present but which have
not been voted. For this reason, abstentions and broker non-votes will have the
effect of a "no" vote for purposes of obtaining the requisite approval of each
proposal.
If a quorum is not present, the persons named as proxies may vote those
proxies that have been received to adjourn the Special Meeting to a later date.
In the event that a quorum is present but sufficient votes in favor of the
proposal have not been received, the persons named as proxies may propose one or
more adjournments of the Special Meeting to permit further solicitations of
proxies with respect to the proposal. All such adjournments will require the
affirmative vote of a majority of the Shares present in person or by proxy at
the session of the Special Meeting to be adjourned. The persons named as proxies
will vote AGAINST an adjournment those proxies that they are required to vote
against the proposal, and will vote in FAVOR of such an adjournment all other
proxies that they are authorized to vote. A shareholder vote may be taken on the
proposal in this Proxy Statement and Prospectus prior to any such adjournment if
sufficient votes have been received for approval.
Share Ownership of the Portfolio and the Fund
Officers and Trustees of the Golden Oak(R) Trust own less than 1% of the
Portfolio's outstanding Shares.
At the close of business on the Record Date, the following persons owned, to the
knowledge of management, more than 5% of the outstanding Shares of the Class A
Shares of the Portfolio:
At the close of business on the Record Date, the following persons owned, to the
knowledge of management, more than 5% of the outstanding Shares of the
Institutional Shares of the Portfolio:
Officers and Trustees of the Federated Trust own less than 1% of the
Fund's outstanding Shares.
At the close of business on the Record Date, the following person owned, to the
knowledge of management, more than 5% of the outstanding Shares of the Fund:
Interests of Certain Persons
The Fund is managed by FIMC. FIMC is a subsidiary of Federated Investors,
Inc. All of the voting securities of Federated Investors, Inc. are owned by a
trust, the trustees of which are John F. Donahue, his wife and his son, J.
Christopher Donahue. John F. Donahue and J. Christopher Donahue currently serve
as trustees of the Federated Trust.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
The Portfolio is not required, and does not intend, to hold regular annual
meetings of shareholders. Shareholders wishing to submit proposals for
consideration for inclusion in a Prospectus/Proxy Statement for the next meeting
of shareholders should send their written proposals to the Golden Oak(R) Trust,
5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7010, so that they are
received within a reasonable time before any such meeting.
No business other than the matters described above is expected to
come before the Special Meeting, but should any other matter requiring a
vote of shareholders arise, including any question as to an adjournment or
postponement of the Special Meeting, the persons named on the enclosed
proxy card will vote on such matters according to their best judgment in
the interests of the Portfolio.
- ---------------------------------------------------------------------------
SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
CARD AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES.
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By Order of the Board of Trustees,
John W. McGonigle
Secretary
August __, 2004
Annex A
SUMMARY OF INVESTMENT LIMIATIONS
The following chart contains a summary of the fundamental and
non-fundamental investment limitations of the Fund and the Portfolio. A policy
that is fundamental may not be changed without shareholder approval.
INVESTMENT LIMITATIONS
THE FUND THE PORTFOLIO
Borrowing Money and Issuing Senior Borrowing Money and Issuing Senior
Securities (fundamental) Securities (fundamental)
The Fund may borrow money, directly or The Portfolio may not borrow money
indirectly, and issue senior securities except for temporary or emergency
to the maximum extent permitted under purposes and then only in an amount
the Investment Company Act of 1940 not exceeding one-third of the value
(1940 Act). of total assets. Any borrowing will
be done from a bank and to the extent
that such borrowing exceeds 5% of the
value of the Portfolio's assets, asset
coverage of at least 300% is required.
All borrowings in excess of 5% of a
Portfolio's total assets will be
repaid before making additional
investments and any interest paid on
such borrowings will reduce income.
The Fund has no corresponding Investing in Companies for the Purpose
limitation. of Exercising Control (fundamental)
The Portfolio may not invest in
companies for the purpose of
exercising control.
Investing in Real Estate (fundamental) Investing in Real Estate (fundamental)
The Fund may not purchase or sell real The Portfolio may not purchase or sell
estate, provided that this restriction real estate, real estate limited
does not prevent the Fund from partnership interests, commodities or
investing in issuers which invest, commodities contracts. However,
deal, or otherwise engage in subject to their permitted
transactions in real estate or investments, any Portfolio may invest
interests therein, or investing in in companies that invest in real
securities that are secured by real estate commodities or commodities
estate or interests therein. contracts and may invest in financial
futures contracts and related options.
Investing in Commodities (fundamental) The Portfolio has no corresponding
limitation.
The Fund may not purchase or sell
physical commodities, provided that the
Fund may purchase securities of
companies that deal in commodities.
Underwriting (fundamental) Underwriting (fundamental)
The Fund may not underwrite the The Portfolio may not act as an
securities of other issuers, except underwriter of securities of other
that the Fund may engage in issuers except as it may be deemed an
transactions involving the acquisition, underwriter under federal securities
disposition or resale of its portfolio laws in selling a portfolio security.
securities, under circumstances where
it may be considered to be an
underwriter under the Securities Act of
1933.
Lending Cash or Securities (fundamental) Lending Cash or Securities
(fundamental)
The Fund may not make loans, provided
that this restriction does not prevent The Portfolio may not make loans,
the Fund from purchasing debt except that a Portfolio may (i)
obligations, entering into repurchase purchase or hold debt instruments in
agreements, lending its assets to accordance with its investment
broker/dealers or institutional objective and policies; (ii) enter
investors and investing in loans, into repurchase agreements; and (iii)
including assignments and participation engage in securities lending.
interests.
Concentration of Investments Concentration of Investments
(fundamental) (fundamental)
The Fund will not make investments that The Portfolio may not purchase any
will result in the concentration of its securities which would cause more than
investments in the securities of 25% of the total assets of the
issuers primarily engaged in the same Portfolio to be invested in the
industry. Government securities, securities of one or more issuers
municipal securities and bank conducting their principal business
instruments will not be deemed to activities in the same industry.
constitute an industry.
Pledging Assets (non-fundamental) Pledging Assets (fundamental)
The Fund will not mortgage, pledge, or The Portfolio may not pledge, mortgage
hypothecate any of its assets, provided or hypothecate assets except to secure
that this shall not apply to the permitted temporary borrowings in
transfer of securities in connection aggregate amounts not to exceed 10% of
with any permissible borrowing or to total assets taken at current value at
collateral arrangements in connection the time of the incurrence of such
with permissible activities. loan, except as permitted with respect
to securities lending.
The Fund has no corresponding Issuing Senior Securities (fundamental)
limitation.
The Portfolio may not issue senior
securities (as defined in the 1940
Act), except in connection with
permitted borrowings as described
above or as permitted by rule,
regulation or order of the Securities
and Exchange Commission.
Buying on Margin (non-fundamental) Buying on Margin (non-fundamental)
The Fund may not purchase securities on The Portfolio may not purchase
margin, provided that the Fund may securities on margin, except that the
obtain short-term credits necessary for Trust may obtain short-term credits as
the clearance of purchases and sales of necessary for the clearance of
securities, and further provided security transactions.
that the Fund may make margin deposits
in connection with its use of financial
options and futures, forward and spot
currency contracts, swap transactions
and other financial contracts or
derivative instruments.
Investing in Illiquid Securities Investing in Illiquid Securities
(non-fundamental) (non-fundamental)
The Fund may not purchase securities The Portfolio may not invest in
for which there is no readily available illiquid securities in an amount
market, or enter into repurchase exceeding, in the aggregate, 15% of
agreements or purchase time deposits its net assets.
maturing in more than seven days, if
immediately after and as a result, the
value of such securities would exceed,
in the aggregate, 15% of the Fund's net
assets.
The Fund has no corresponding Investing in Oil and Mineral Interests
limitation. (non-fundamental)
The Portfolio may not invest in
interests in oil, gas or other mineral
exploration or development programs
and oil, gas or mineral leases.
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this __________________, 2004, by and between Federated Municipal Securities
Income Trust, a Massachusetts business trust, with its principal place of
business at 5800 Corporate Drive, Pittsburgh, PA, 15237 (the "Federated Trust"),
with respect to Federated Michigan Intermediate Municipal Trust (the "Acquiring
Fund"), a series of the Federated Trust, and the Golden Oak(R) Family of Funds,
a Delaware statutory trust, with its principal place of business at 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237 (the "Golden Oak(R) Trust"),
with respect to Golden Oak(R) Michigan Tax Free Bond Portfolio, a series of the
Golden Oak(R) Trust ("Acquired Fund" and, collectively with the Acquiring Fund,
the "Funds").
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of Section 368 of the United States Internal
Revenue Code of 1986, as amended (the "Code") and the Treasury Regulations
promulgated thereunder. The reorganization will consist of: (i) the transfer of
all of the assets of the Acquired Fund in exchange for shares of the Acquiring
Fund ("Acquiring Fund Shares"); and (ii) the distribution of the Acquiring Fund
Shares to the holders of the Class A Shares and Institutional Shares of the
Acquired Fund and the liquidation of the Acquired Fund as provided herein, all
upon the terms and conditions set forth in this Agreement (the
"Reorganization").
WHEREAS, the Acquiring Fund and the Acquired Fund are a separate series of
the Federated Trust and the Golden Oak(R) Trust, respectively, and the Federated
Trust and the Golden Oak(R) Trust are open-end, registered management investment
companies and the Acquired Fund owns securities that generally are assets of the
character in which the Acquiring Fund is permitted to invest;
WHEREAS, the Acquiring Fund and the Acquired Fund are each authorized to
issue their shares of beneficial interest;
WHEREAS, the Trustees of the Federated Trust have determined that the
Reorganization, with respect to the Acquiring Fund, is in the best interests of
the Acquiring Fund and that the interests of the existing shareholders of the
Acquiring Fund will not be diluted as a result of the Reorganization;
WHEREAS, the Trustees of the Golden Oak(R) Trust have determined that the
Reorganization, with respect to the Acquired Fund, is in the best interests of
the Acquired Fund and that the interests of the existing shareholders of the
Acquired Fund will not be diluted as a result of the Reorganization;
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
Article I
TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR ACQUIRING FUND
SHARES AND LIQUIDATION OF THE ACQUIRED FUND
1.1 THE EXCHANGE. Subject to the terms and conditions contained herein and
on the basis of the representations and warranties contained herein, the
Acquired Fund agrees to transfer all of its assets, as set forth in paragraph
1.2, to the Acquiring Fund. In exchange, the Acquiring Fund agrees: (i) to
deliver to the Acquired Fund the number of full and fractional Acquiring Fund
Shares, determined by (a) multiplying the shares outstanding of each class of
the Acquired Fund by (b) the ratio computed by dividing (x) the net asset value
per share of such class of the Acquired Fund by (y) the net asset value per
share of the Acquiring Fund Shares computed in the manner and as of the time and
date set forth in paragraph 2.2. Holders of Class A Shares and Institutional
Shares of the Acquired Fund will receive Acquiring Fund Shares. Such
transactions shall take place at the closing on the Closing Date provided for in
paragraph 3.1.
1.2 ASSETS TO BE ACQUIRED. The assets of the Acquired Fund to be acquired
by the Acquiring Fund shall consist of all property, including, without
limitation, all cash, securities, commodities, interests in futures and
dividends or interest receivable, owned by the Acquired Fund and any deferred or
prepaid expenses shown as an asset on the books of the Acquired Fund on the
Closing Date.
The Acquired Fund has provided the Acquiring Fund with its most recent
audited financial statements, which contain a list of all of the Acquired Fund's
assets as of the date of such statements. The Acquired Fund hereby represents
that as of the date of the execution of this Agreement, there have been no
changes in its financial position as reflected in such financial statements
other than those occurring in the ordinary course of business in connection with
the purchase and sale of securities, the issuance and redemption of Acquired
Fund shares and the payment of normal operating expenses, dividends and capital
gains distributions.
1.3 LIABILITIES TO BE DISCHARGED. The Acquired Fund will discharge all of
its liabilities and obligations prior to the Closing Date.
1.4 LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as
is conveniently practicable: (a) the Acquired Fund will distribute in complete
liquidation of the Acquired Fund, pro rata to its shareholders of record,
determined as of the close of business on the Closing Date (the "Acquired Fund
Shareholders"), all of the Acquiring Fund Shares received by the Acquired Fund
pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to
dissolve and terminate as set forth in paragraph 1.8 below. Such distribution
will be accomplished by the transfer of Acquiring Fund Shares credited to the
account of the Acquired Fund on the books of the Acquiring Fund to open accounts
on the share records of the Acquiring Fund in the name of the Acquired Fund
Shareholders, and representing the respective pro rata number of Acquiring Fund
Shares due such shareholders. All issued and outstanding shares of the Acquired
Fund (the "Acquired Fund Shares") will simultaneously be canceled on the books
of the Acquired Fund. The Acquiring Fund shall not issue certificates
representing Acquiring Fund Shares in connection with such transfer. After the
Closing Date, the Acquired Fund shall not conduct any business except in
connection with its termination.
1.5 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be shown
on the books of the Acquiring Fund's transfer agent. Acquiring Fund Shares will
be issued simultaneously to the Acquired Fund, in an amount equal in value to
the aggregate net asset value of the Acquired Fund Shares, to be distributed to
Acquired Fund Shareholders.
1.6 TRANSFER TAXES. Any transfer taxes payable upon the issuance of
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.
1.7 REPORTING RESPONSIBILITY. Any reporting responsibility of the Acquired
Fund is and shall remain the responsibility of the Acquired Fund.
1.8 TERMINATION. The Acquired Fund shall be terminated promptly following
the Closing Date and the making of all distributions pursuant to paragraph 1.4.
1.9 BOOKS AND RECORDS. All books and records of the Acquired Fund,
including all books and records required to be maintained under the Investment
Company Act of 1940 (the "1940 Act"), and the rules and regulations thereunder,
shall be available to the Acquiring Fund from and after the Closing Date and
shall be turned over to the Acquiring Fund as soon as practicable following the
Closing Date.
Article II
VALUATION
2.1 VALUATION OF ASSETS. The value of the Acquired Fund's assets to be
acquired by the Acquiring Fund hereunder shall be the value of such assets at
the closing on the Closing Date, using the valuation procedures set forth in the
Federated Trust's Declaration of Trust (the "Trust Instrument") and the
Acquiring Fund's then current Prospectus and Statement of Additional Information
or such other valuation procedures as shall be mutually agreed upon by the
parties.
2.2 VALUATION OF SHARES. The net asset value per share of Acquiring Fund
Shares shall be the net asset value per share computed at the closing on the
Closing Date, using the valuation procedures set forth in the Federated Trust
Instrument and the Acquiring Fund's then current Prospectus and Statement of
Additional Information, or such other valuation procedures as shall be mutually
agreed upon by the parties.
2.3 SHARES TO BE ISSUED. The number of the Acquiring Fund Shares to be
issued (including fractional shares, if any) in exchange for the Acquired Fund's
assets, shall be determined by (a) multiplying the shares outstanding of each
class of the Acquired Fund by (b) the ratio computed by (x) dividing the net
asset value per share of such class of the Acquired Fund by (y) the net asset
value per share of the Acquiring Fund determined in accordance with paragraph
2.2.
2.4 DETERMINATION OF VALUE. All computations of value shall be made by
State Street Bank and Trust Company, on behalf of the Acquiring Fund and the
Acquired Fund.
Article III
CLOSING AND CLOSING DATE
3.1 CLOSING DATE. The closing shall occur on or about __________ 2004, or
such other date(s) as the parties may agree to in writing (the "Closing Date").
All acts taking place at the closing shall be deemed to take place at 4:00 p.m.
Eastern Time on the Closing Date unless otherwise provided herein. The closing
shall be held at the offices of Federated Services Company, 1001 Liberty Avenue,
Pittsburgh, Pennsylvania 15222-3779, or at such other time and/or place as the
parties may agree.
3.2 CUSTODIAN'S CERTIFICATE. State Street Bank and Trust Company, as
custodian for the Acquired Fund (the "Custodian"), shall deliver at the Closing
a certificate of an authorized officer stating that: (a) the Acquired Fund's
portfolio securities, cash, and any other assets have been delivered in proper
form to the Acquiring Fund on the Closing Date; and (b) all necessary taxes
including all applicable federal and state stock transfer stamps, if any, shall
have been paid, or provision for payment shall have been made, in conjunction
with the delivery of portfolio securities by the Acquired Fund.
3.3 EFFECT OF SUSPENSION IN TRADING. In the event that on the scheduled
Closing Date, either: (a) the NYSE or another primary exchange on which the
portfolio securities of the Acquiring Fund or the Acquired Fund are purchased or
sold, shall be closed to trading or trading on such exchange shall be
restricted; or (b) trading or the reporting of trading on the NYSE or elsewhere
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 is fully
resumed and reporting is restored.
3.4 TRANSFER AGENT'S CERTIFICATE. Boston Financial Data Services, Inc., as
transfer agent for the Acquired Fund as of the Closing Date, shall deliver at
the Closing a certificate of an authorized officer stating that its records
contain the names and addresses of 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 or
cause State Street Bank and Trust Company, its transfer agent, to issue and
deliver a confirmation evidencing Acquiring Fund Shares to be credited on the
Closing Date to the Secretary of the Federated Trust or provide evidence
satisfactory to the Acquired Fund that the 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, share certificates, receipts and other documents, if any, as such
other party or its counsel may reasonably request.
Article IV
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS OF THE ACQUIRED FUND. The Golden Oak(R)Trust, on behalf
of the Acquired Fund, represents and warrants to the Federated Trust, on behalf
of the Acquiring Fund, as follows:
a) The Acquired Fund is a legally designated, separate series of a statutory
trust duly organized, validly existing, and in good standing under the laws
of the State of Delaware.
b) The Golden Oak(R) Trust is registered as an open-end management investment
company under the 1940 Act, and the Golden Oak(R) Trust's registration with
the Securities and Exchange Commission (the "Commission") as an investment
company under the 1940 Act is in full force and effect.
c) 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 (the "1933 Act") and the 1940
Act, and the rules and regulations thereunder, and do not include any
untrue statement of a material fact or omit to state any material fact
required to be stated or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading.
d) The Acquired Fund is not, and the execution, delivery, and performance of
this Agreement (subject to shareholder approval) will not, result in the
violation of any provision of the Golden Oak(R) Trust's Trust Instrument or
By-Laws or of any material agreement, indenture, instrument, contract,
lease, or other undertaking to which the Acquired Fund is a party or by
which it is bound.
e) The Acquired Fund has no material contracts or other commitments (other
than this Agreement) that will be terminated with liability to it before
the Closing Date, except for liabilities, if any, to be discharged as
provided in paragraph 1.3 hereof.
f) Except as otherwise disclosed in writing to and accepted by the Acquiring
Fund, no litigation, administrative proceeding, or investigation of or
before any court or governmental body is presently 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, the conduct of its business, or the ability
of the Acquired Fund to carry out the transactions contemplated by this
Agreement. The Acquired Fund knows of no facts that 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 that could materially and adversely affect its business
or its ability to consummate the transactions contemplated herein.
g) The financial statements of the Acquired Fund as of January 31, 2004, and
for the fiscal year then ended have been prepared in accordance with
generally accepted accounting principles, and such statements (copies of
which have been furnished to the Federated Trust on behalf of 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 that are not disclosed in such statements.
h) The unaudited financial statements of the Acquired Fund as of July 31,
2003, and for the six months then ended have been prepared in accordance
with generally accepted accounting principles, and such statements (copies
of which have been furnished to the Federated Trust on behalf of the
Acquiring Fund) fairly reflect the financial condition of the Acquired Fund
as of July 31, 2003, and there are no known contingent liabilities of the
Acquired Fund as of such date that are not disclosed in such statements.
i) Since the date of the financial statements referred to in paragraph (h)
above, there have been no material adverse changes 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 Federated Trust on behalf of the Acquiring Fund. For the
purposes of this paragraph (i), a decline in the net asset value of the
Acquired Fund shall not constitute a material adverse change.
j) All federal and other tax returns and reports of the Acquired Fund required
by law to be filed, have been filed, and all federal and other taxes shown
to be due on such returns and reports have been paid or provision shall
have been made for the payment thereof. To the best of the Golden Oak(R)
Trust's knowledge, no such return is currently under audit, and no
assessment has been asserted with respect to such returns.
k) All issued and outstanding shares of the Acquired Fund are duly and validly
issued and outstanding, fully paid and non-assessable by the Acquired Fund.
All of the issued and outstanding shares of the Acquired Fund will, at the
time of the Closing Date, be held by the persons and in the amounts set
forth in the records of the Acquired Fund's transfer agent as provided in
paragraph 3.4. The Acquired Fund has no outstanding options, warrants, or
other rights to subscribe for or purchase any of the Acquired Fund shares,
and has no outstanding securities convertible into any of the Acquired Fund
shares.
l) At the Closing Date, the Acquired Fund will have good and marketable title
to the Acquired Fund's assets to be transferred to the Acquiring Fund
pursuant to paragraph 1.2, and full right, power, and authority to sell,
assign, transfer, and deliver such assets hereunder, free of any lien or
other encumbrance, except those liens or encumbrances to which the
Acquiring Fund has received notice, and, upon delivery and payment for such
assets, and the filing of any articles, certificates or other documents
under the laws of the state of Delaware, the Acquiring Fund will acquire
good and marketable title, subject to no restrictions on the full transfer
of such assets, other than such restrictions as might arise under the 1933
Act, and other than as disclosed to and accepted by the Acquiring Fund.
m) The execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of the Acquired Fund.
Subject to approval by the Acquired Fund Shareholders, this Agreement
constitutes a valid and binding obligation of the Acquired Fund,
enforceable in accordance with its terms, subject as to enforcement, to
bankruptcy, insolvency, reorganization, moratorium, and other laws relating
to or affecting creditors' rights and to general equity principles.
n) The information to be furnished by the Acquired Fund for use in no-action
letters, applications for orders, registration statements, proxy materials,
and other documents that may be necessary in connection with the
transactions contemplated herein shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities and other laws and regulations.
o) From the effective date of the Registration Statement (as defined in
paragraph 5.7), through the time of the meeting of the Acquired Fund
Shareholders and on the Closing Date, any written information furnished by
the Golden Oak(R)Trust with respect to the Acquired Fund for use in the
Proxy Materials (as defined in paragraph 5.7), or any other materials
provided in connection with the Reorganization, does not and will not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated or necessary to make the statements, in light of
the circumstances under which such statements were made, not misleading.
p) The Acquired Fund has elected to qualify and has qualified as a "regulated
investment company" under the Code (a "RIC"), as of and since its first
taxable year; has been a RIC under the Code at all times since the end of
its first taxable year when it so qualified; and qualifies and will
continue to qualify as a RIC under the Code for its taxable year ending
upon its liquidation.
q) No governmental consents, approvals, authorizations or filings are required
under the 1933 Act, the Securities Exchange Act of 1934 (the "1934 Act"),
the 1940 Act or Delaware law for the execution of this Agreement by the
Golden Oak(R)Trust, for itself and on behalf of the Acquired Fund, except
for the effectiveness of the Registration Statement, and the filing of any
articles, certificates or other documents that may be required under
Delaware law, and except for such other consents, approvals, authorizations
and filings as have been made or received, and such consents, approvals,
authorizations and filings as may be required subsequent to the Closing
Date, it being understood, however, that this Agreement and the
transactions contemplated herein must be approved by the shareholders of
the Acquired Fund as described in paragraph 5.2.
4.2 REPRESENTATIONS OF THE ACQUIRING FUND. The Federated Trust, on behalf
of the Acquiring Fund, represents and warrants to the Golden Oak(R) Trust, on
behalf of the Acquired Fund, as follows:
a) The Acquiring Fund is a legally designated, separate series of a business
trust, duly organized, validly existing and in good standing under the laws
of the Commonwealth of Massachusetts.
b) The Federated Trust is registered as an open-end management investment
company under the 1940 Act, and the Federated Trust's registration with the
Commission as an investment company under the 1940 Act is in full force and
effect.
c) The current Prospectus and Statement of Additional Information of the
Acquiring Fund conform in all material respects to the applicable
requirements of the 1933 Act and the 1940 Act and the rules and regulations
thereunder, and do not include any untrue statement of a material fact or
omit to state any material fact required to be stated or necessary to make
such 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 a violation of the Federated Trust's
Trust Instrument or By-Laws or of any material agreement, indenture,
instrument, contract, lease, or other undertaking to which the Acquiring
Fund is a party or by which it is bound.
e) Except as otherwise disclosed in writing to and accepted by the Acquired
Fund, no litigation, administrative proceeding or investigation of or
before any court or governmental body is presently 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, the conduct of its business or the ability
of the Acquiring Fund to carry out the transactions contemplated by this
Agreement. The Acquiring Fund knows of no facts that might form the basis
for the institution of such proceedings and it is not a party to or subject
to the provisions of any order, decree, or judgment of any court or
governmental body that could materially and adversely affect its business
or its ability to consummate the transaction contemplated herein.
f) The financial statements of the Acquiring Fund as of August 31, 2003 and
for the fiscal year then ended have been prepared in accordance with
generally accepted accounting principles, and such statements (copies of
which have been furnished to the Acquired Funds) fairly reflect the
financial condition of the Acquiring Fund as of such date, and there are no
known contingent liabilities of the Acquiring Fund as of such date that are
not disclosed in such statements.
g) The unaudited financial statements of the Acquiring Fund as of February 29,
2004, and for the six months then ended have been prepared in accordance
with generally accepted accounting principles, and such statements (copies
of which have been furnished to the Acquired Fund) fairly reflect the
financial condition of the Acquiring Fund as of such date, and there are no
known contingent liabilities of the Acquiring Fund as of such date that are
not disclosed in such statements.
h) Since the date of the financial statements referred to in paragraph (g)
above, there have been no material adverse changes 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 indebtedness maturing more than one year from the date
such indebtedness was incurred, except as otherwise disclosed to and
accepted by the Acquired Fund. For the purposes of this paragraph (h), a
decline in the net asset value of the Acquiring Fund shall not constitute a
material adverse change.
i) All federal and other tax returns and reports of the Acquiring Fund
required by law to be filed, have been filed. All federal and other taxes
shown to be due on such returns and reports have been paid or provision
shall have been made for their payment. To the best of the Acquiring Fund's
knowledge, no such return is currently under audit, and no assessment has
been asserted with respect to such returns.
j) All issued and outstanding Acquiring Fund Shares are duly and validly
issued and outstanding, fully paid and non-assessable by the Acquiring
Fund. The Acquiring Fund has no outstanding options, warrants, or other
rights to subscribe for or purchase any Acquiring Fund Shares, and there
are no outstanding securities convertible into any Acquiring Fund Shares.
k) The execution, delivery and performance of this Agreement have been duly
authorized by all necessary action on the part of the Acquiring Fund, and
this Agreement constitutes a valid and binding obligation of the Acquiring
Fund, enforceable in accordance with its terms, subject as to enforcement,
to bankruptcy, insolvency, reorganization, moratorium, and other laws
relating to or affecting creditors' rights and to general equity
principles.
l) Acquiring Fund Shares to be issued and delivered to the Acquired Fund for
the account of the Acquired Fund Shareholders pursuant to the terms of this
Agreement will, at the Closing Date, have been duly authorized. When so
issued and delivered, such shares will be duly and validly issued Acquiring
Fund Shares, and will be fully paid and non-assessable.
m) The information to be furnished by the Acquiring Fund for use in no-action
letters, registration statements, proxy materials, and other documents that
may be necessary in connection with the transactions contemplated herein
shall be accurate and complete in all material respects and shall comply in
all material respects with federal securities and other laws and
regulations.
n) From the effective date of the Registration Statement (as defined in
paragraph 5.7), through the time of the meeting of the Acquired Fund
Shareholders and on the Closing Date, any written information furnished by
the Federated Trust with respect to the Acquiring Fund for use in the Proxy
Materials (as defined in paragraph 5.7), or any other materials provided in
connection with the Reorganization, does not and will not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated or necessary to make the statements, in light of the
circumstances under which such statements were made, not misleading.
o) The Acquiring Fund has elected to qualify and has qualified as a RIC under
the Code as of and since its first taxable year; has been a RIC under the
Code at all times since the end of its first taxable year when it so
qualified; and qualifies and shall continue to qualify as a RIC under the
Code for its current taxable year.
p) No governmental consents, approvals, authorizations or filings are required
under the 1933 Act, the 1934 Act, the 1940 Act or Massachusetts law for the
execution of this Agreement by the Federated Trust, for itself and on
behalf of the Acquiring Fund, or the performance of the Agreement by the
Federated Trust, for itself and on behalf of the Acquiring Fund, except for
the effectiveness of the Registration Statement, and the filing of any
articles, certificates or other documents that may be required under
Massachusetts law, and such other consents, approvals, authorizations and
filings as have been made or received, and except for such consents,
approvals, authorizations and filings as may be required subsequent to the
Closing Date.
q) The Acquiring Fund agrees to use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act, the 1940 Act, and
any state Blue Sky or securities laws as it may deem appropriate in order
to continue its operations after the Closing Date.
Article V
COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND
5.1 OPERATION IN ORDINARY COURSE. The Acquiring Fund and the Acquired Fund
will each operate its respective business in the ordinary course between the
date of this Agreement and the Closing Date, it being understood that such
ordinary course of business will include customary dividends and shareholder
purchases and redemptions.
5.2 APPROVAL OF SHAREHOLDERS. The Golden Oak(R) Trust will call a special
meeting of the Acquired Fund Shareholders to consider and act upon this
Agreement and to take all other appropriate action necessary to obtain approval
of the transactions contemplated herein.
5.3 INVESTMENT REPRESENTATION. The Acquired Fund covenants that the
Acquiring Fund Shares to be issued pursuant to this Agreement are not being
acquired for the purpose of making any distribution, other than in connection
with the Reorganization and in accordance with the terms of this Agreement.
5.4 ADDITIONAL INFORMATION. The Acquired Fund will assist the Acquiring
Fund in obtaining such information as the Acquiring Fund reasonably requests
concerning the beneficial ownership of the Acquired Fund's shares.
5.5 FURTHER ACTION. 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, including any actions required to be taken after the Closing Date.
5.6 STATEMENT OF EARNINGS AND PROFITS. 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 that will be carried over by the Acquiring Fund as a
result of Section 381 of the Code, and which will be certified by the Golden
Oak(R) Trust's Treasurer.
5.7 PREPARATION OF REGISTRATION STATEMENT AND SCHEDULE 14A PROXY STATEMENT.
The Federated Trust will prepare and file with the Commission a registration
statement on Form N-14 relating to the Acquiring Fund Shares to be issued to
shareholders of the Acquired Fund (the "Registration Statement"). The
Registration Statement on Form N-14 shall include a proxy statement of the
Acquired Fund and a Prospectus of the Acquiring Fund relating to the
transactions contemplated by this Agreement. The Registration Statement shall be
in compliance with the 1933 Act, the 1934 Act and the 1940 Act, as applicable.
Each party will provide the other party with the materials and information
necessary to prepare the registration statement on Form N-14 (the "Proxy
Materials"), for inclusion therein, in connection with the meeting of the
Acquired Fund's Shareholders to consider the approval of this Agreement and the
transactions contemplated herein.
5.8 The Acquired Fund shall have declared and paid a dividend or dividends
which, together with all previous such dividends, shall have the effect of
distributing to its shareholders all of the Acquired Fund's investment company
taxable income (computed without regard to any deduction for dividends paid), if
any, plus the excess, if any, of its interest income excludible from gross
income under Section 103(a) of the Code over its deductions disallowed under
Sections 265 and 171(a)(2) of the Code for all taxable periods or years ending
on or before the Closing Date, and all of its net capital gains realized (after
reduction for any capital loss carry forward), if any, in all taxable periods or
years ending on or before the Closing Date.
Article VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND
The obligations of the Acquired Fund to consummate the transactions
provided for herein shall be subject, at its election, to the performance by the
Acquiring Fund of all the obligations to be performed by the Acquiring Fund
pursuant to this Agreement on or before the Closing Date, and, in addition,
subject to the following conditions:
6.1 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 as of the Closing Date, with the same force and effect as if made on
and as of the Closing Date and all covenants of the Acquiring Fund contained in
this Agreement shall have been complied with in all material respects as of the
Closing Date. The Acquiring Fund shall have delivered to the Acquired Fund a
certificate executed in the Acquiring Fund's name by the Federated Trust's
President or Vice President and its Treasurer or Assistant Treasurer, in form
and substance satisfactory to the Acquired Fund and dated as of the Closing
Date, to such effect and as to such other matters as the Acquired Fund shall
reasonably request.
Article VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Acquiring Fund to consummate 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 the Acquired Fund
pursuant to this Agreement, on or before the Closing Date and, in addition,
shall be subject to the following conditions:
7.1 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 as of the Closing Date, with the same force and effect as if made on
and as of such Closing Date and all covenants of the Acquired Fund contained in
this Agreement shall have been complied with in all material respects as of the
Closing Date. The Acquired Fund shall have delivered to the Acquiring Fund on
such Closing Date a certificate executed in the Acquired Fund's name by the
Golden Oak(R) Trust's President or Vice President and the Treasurer or Assistant
Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as
of such Closing Date, to such effect and as to such other matters as the
Acquiring Fund shall reasonably request.
7.2 The Acquired Fund shall have delivered to the Acquiring Fund a
statement of the Acquired Fund's assets and liabilities, 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 Golden Oak(R) Trust.
Article VIII
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE
ACQUIRING FUND AND 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 This Agreement and the transactions contemplated herein, with respect
to the Acquired Fund, shall have been approved by the requisite vote of the
holders of the outstanding shares of the Acquired Fund in accordance with
applicable law and the provisions of the Golden Oak(R) Trust's Trust Instrument
and By-Laws. Certified copies of the resolutions evidencing such approval shall
have been delivered to the Acquiring Fund. Notwithstanding anything herein to
the contrary, neither the Acquiring Fund nor the Acquired Fund may waive the
conditions set forth in this paragraph 8.1.
8.2 On the Closing Date, the Commission shall not have issued an
unfavorable report under Section 25(b) of the 1940 Act, or instituted any
proceeding seeking to enjoin the consummation of the transactions contemplated
by this Agreement under Section 25(c) of the 1940 Act. Furthermore, no action,
suit or other proceeding shall be threatened or 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 required 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 securities authorities, including any necessary
"no-action" positions and exemptive orders from such federal and state
authorities) to permit consummation of the transactions contemplated herein
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 waive any such conditions for itself.
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. To the best knowledge of the parties to this Agreement, no investigation
or proceeding for that purpose shall have been instituted or be pending,
threatened or contemplated under the 1933 Act.
8.5 The parties shall have received an opinion of Dickstein Shapiro Morin &
Oshinsky LLP substantially to the effect that for federal income tax purposes:
a) The transfer of all of the Acquired Fund's assets to the Acquiring Fund
solely in exchange for Acquiring Fund Shares (followed by the distribution
of Acquiring Fund Shares to the Acquired Fund Shareholders in dissolution
and liquidation of the Acquired Fund) will constitute a "reorganization"
within the meaning of Section 368(a) of the Code, and the Acquiring Fund
and the Acquired Fund will each 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 Acquiring Fund upon the receipt
of the assets of the Acquired Fund solely in exchange for Acquiring Fund
Shares.
c) No gain or loss will be recognized by the Acquired Fund upon the transfer
of the Acquired Fund's assets to the Acquiring Fund solely in exchange for
Acquiring Fund Shares or upon the distribution (whether actual or
constructive) of Acquiring Fund Shares to Acquired Fund Shareholders in
exchange for their Acquired Fund Shares.
d) No gain or loss will be recognized by any Acquired Fund Shareholder upon
the exchange of its Acquired Fund Shares for Acquiring Fund Shares.
e) The aggregate tax basis of the Acquiring Fund Shares received by each
Acquired Fund Shareholder pursuant to the Reorganization will be the same
as the aggregate tax basis of the Acquired Fund Shares held by it
immediately prior to the Reorganization. The holding period of Acquiring
Fund Shares received by each Acquired Fund Shareholder will include the
period during which the Acquired Fund Shares exchanged therefor were held
by such shareholder, provided the Acquired Fund Shares are held as capital
assets at the time of the Reorganization.
f) The tax basis of the Acquired Fund's 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 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.
Such opinion shall be based on customary assumptions and such
representations as Dickstein Shapiro Morin & Oshinsky LLP may reasonably
request, and the Acquired Fund and Acquiring Fund will cooperate to make
and certify the accuracy of such representations. The foregoing opinion may
state that no opinion is expressed as to the effect of the Reorganization
on the Acquiring Fund, the Acquired Fund or any Acquired Fund Shareholder
with respect to any asset as to which unrealized gain or loss is required
to be reorganized for federal income tax purposes at the end of a taxable
year (or on the termination or transfer thereof) under a mark-to-market
system of accounting. Notwithstanding anything herein to the contrary,
neither the Acquiring Fund nor the Acquired Fund may waive the conditions
set forth in this paragraph 8.5.
Article IX
EXPENSES
9.1 Federated Investors, Inc., on behalf of the Acquiring Fund, and CB
Capital Management, Inc., on behalf of the Acquired Fund, or their respective
affiliates will pay all expenses associated with Acquiring Fund's and Acquired
Fund's, as the case may be, participation in the Reorganization. Reorganization
expenses include, without limitation: (a) expenses associated with the
preparation and filing of the Proxy Materials; (b) postage; (c) printing; (d)
accounting fees; (e) legal fees incurred by each Fund; (f) solicitation costs of
the transaction; and (g) other related administrative or operational costs.
Registration fees will be borne by the Federated Trust on an as-incurred basis.
Article X
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1 The Federated Trust, on behalf of the Acquiring Fund, and the Golden
Oak(R) Trust, on behalf of the Acquired Fund, agree that neither party has made
to the other party any representation, warranty and/or covenant not set forth
herein, and that this Agreement constitutes the entire agreement between the
parties.
10.2 Except as specified in the next sentence set forth in this paragraph
10.2, the representations, warranties, and covenants contained in this Agreement
or in any document delivered pursuant to or in connection with this Agreement,
shall not survive the consummation of the transactions contemplated hereunder.
The covenants to be performed after the Closing Date, shall continue in effect
beyond the consummation of the transactions contemplated hereunder.
Article XI
TERMINATION
11.1 This Agreement may be terminated by the mutual agreement of the
Federated Trust and the Golden Oak(R) Trust. In addition, either the Federated
Trust or the Golden Oak(R) Trust may at its option terminate this Agreement at
or before the Closing Date due to:
a) a breach by the other of any representation, warranty, or agreement
contained herein to be performed at or before the Closing Date, if not
cured within 30 days;
b) a condition herein expressed to be precedent to the obligations of the
terminating party that has not been met and it reasonably appears that it
will not or cannot be met; or
c) a determination by a party's Board of Trustees, as appropriate, that the
consummation of the transactions contemplated herein is not in the best
interest of the Golden Oak(R) Trust or the Federated Trust, respectively,
and notice given to the other party hereto.
11.2 In the event of any such termination, in the absence of willful
default, there shall be no liability for damages on the part of either the
Acquiring Fund, the Acquired Fund, the Federated Trust, the Golden Oak(R) Trust,
or their respective Trustees or officers, to the other party or its Trustees or
officers.
Article XII
AMENDMENTS
12.1 This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the officers of the Golden
Oak(R) Trust and the Federated Trust as specifically authorized by their
respective Board of Trustees; provided, however, that following the meeting of
the Acquired Fund Shareholders called by the Acquired Fund pursuant to paragraph
5.2 of this Agreement, no such amendment may have the effect of changing the
provisions for determining the number of Acquiring Fund Shares to be issued to
the Acquired Fund Shareholders under this Agreement to the detriment of such
shareholders without their further approval.
Article XIII
HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT;
LIMITATION OF LIABILITY
13.1 The Article and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
13.2 This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
13.3 This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts.
13.4 This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but, except as provided in
this paragraph, no assignment or transfer hereof or 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.
13.5 It is expressly agreed that the obligations of the Acquiring Fund
shall not be binding upon any of the Federated Trust Trustees, shareholders,
nominees, officers, agents or employees of the Federated Trust personally, but
shall bind only the trust property of the Acquiring Fund as provided in the
Trust Instrument of the Federated Trust. The execution and delivery of this
Agreement have been authorized by the Trustees of the Federated Trust and signed
by authorized officers of the Federated Trust acting as such. Neither the
authorization of such Trustees nor the execution and delivery by such officers
shall be deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property of
the Acquiring Fund as provided in the Federated Trust's Trust Instrument.
IN WITNESS WHEREOF, the parties have duly executed this Agreement, all as
of the date first written above.
GOLDEN OAK(R) FAMILY OF FUNDS
on behalf of its portfolio,
Golden Oak(R) Michigan Tax Free Bond
Portfolio
/s/ ___________________________________
FEDERATED MUNICIPAL SECURITIES INCOME
TRUST
on behalf of its portfolio,
Federated Michigan Intermediate
Municipal Trust
/s/ ____________________________________
Exhibit B
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
Federated Michigan Intermediate Municipal Trust
Market Environment
The last year saw considerable volatility in interest rates, although when all
was said and done rates ended only slightly higher than where they started.
According to Municipal Market Data,1 during the reporting period the 10-year AAA
muni bond yield rose from 3.72% on August 31, 2002 to 3.95% on August 31, 2003.
After trading in a range from September 2002 to May 2003, rates plunged to
40-year lows in June 2003 as the yield on 10-year AAA muni bonds fell to 2.85%.
Then, with the cessation of major hostilities in Iraq, the Federal Reserve Board
indicating no plans for further easing of interest rates, and indications that
the economy was finally picking up, rates sharply rose for the remainder of the
reporting period. Rising rates were accompanied by a steepening of the curve.
The past year also saw an enormous supply of new municipal bonds. Issuance in
2002 set a record at $352 billion. The pace continued this year during the
reporting period.
Municipal credit quality deteriorated during the reporting period. Across the
country, states and local governments saw their finances squeezed. Several years
of a sluggish economy have reduced revenues while expenditures remained high.
Many entities have drawn down reserves and tapped into one-time revenue sources
to balance their budgets. Over the 12-month reporting period the ratings
agencies downgraded or placed on negative outlook the ratings of more than half
of the states.
The Michigan Market
The issuance of Michigan exempt debt increased by 13% for the 12-month reporting
period ended August 31, 2003, compared with the prior 12 months. The demand for
Michigan exempt bonds remained strong through the reporting period. Spreads on
Michigan bonds widened slightly, from two to four basis points along the curve,
during the reporting period.
The state addressed a $2 billion budget shortfall for fiscal year 2004, through
a combination of spending cuts and revenue enhancements. The budget that was
adopted called for replenishing the state's reserve funds which had been drawn
down over the previous three years. Some of the state spending cuts have been
passed to local entities in the form of reduced aid.
During the reporting period, the state's fiscal issues led to scrutiny of its
ratings. Moody's placed Michigan's Aaa rating on negative outlook in 2001.
Responding to the budget and signs of an improving economy, Moody's removed
Michigan from the watchlist and confirmed its Aaa rating in July 2003. In March
2003, Standard & Poor's revised the outlook on the state's AAA rating to
negative.
Michigan has diversified its economy in recent years, but remained heavily
dependent upon manufacturing, particularly automobiles, during the reporting
period. Michigan's unemployment rate has generally been higher than the rest of
the nation, reflecting this manufacturing dependence. Michigan's economy
continued to lag during the reporting period.
Performance
The fund's total return over the 12-month reporting period was 3.58%,1 based on
net asset value. Despite a volatile path, rates were not much removed from where
they were a year ago. In such an environment, coupon income was a strong driver
of total return, so the fund's strong income contributed to its return during
the reporting period. Although the move in rates was small, rates ended the
reporting period, were up so the fund's duration,2 which was slightly shorter
than its benchmark, was also a positive contributor to performance.
The fund's best performing sectors were industrial development bonds, which
tended to provide more yield; education, which benefited from spread tightening;
and water & sewer. The fund also was fortunate to have several holdings
prerefunded, which resulted in price appreciation. Lagging sectors were housing
bonds, which were hurt by rising interest rates, and electric utilities.
During the reporting period the fund was a high-quality fund, with more than 80%
of its holdings rated AAA or Aaa by Standard and Poor's or Moody's at the end of
the reporting period. Less than 2% of the fund's holding rated below A- or A3 at
the end of the reporting period.3
Strategy
The fund attempted to maximize tax exempt income within specific risk
parameters. 4 Incremental return was provided to the portfolio by making
relative value decisions involving credit spreads relationships to benchmarks,
yield curve positioning, sector allocations, and appropriate bond structures
(coupon and callability). In order to enhance the fund's income, the fund's
strategy included selective purchases of single-A or triple-B rated securities
to take advantage of wider spreads. At the same time the fund was positioned
more defensively by keeping duration short to the benchmark and seeking premium
coupons. The fund used interest rate swaps to help manage duration.
1 Past performance is no guarantee of future results. Investment return and
principal value will fluctuate, so that an investor's shares, when
redeemed, may be worth more or less than their original cost. Total return
for the reporting period based on offering price (i.e., less any applicable
sales charge) was 0.45%. Current performance information is available at
www.federatedinvestors.com or by calling 1-800-341-7400.
2 Duration is a measure of a security's price sensitivity to changes in
interest rates. Securities with longer durations are more sensitive to
changes in interest rates than securities of shorter durations
3 Credit ratings pertain only to the securities in the portfolio and do not
protect fund shares against market risk.
4 Income may be subject to the federal alternative minimum tax.
GROWTH OF $10,000 INVESTMENT
The graph below illustrates the hypothetical investment of $10,0001 in the
Federated Michigan Intermediate Municipal Trust (the "Fund") from August 31,
1993 to August 31, 2003 compared to the Lehman Brothers 7-Year General
Obligation Municipal Bond Index (LB7GO) and the Lehman Brothers Municipal Bond
Index (LBMB).2
The graphic presentation here displayed consists of a line graph. The
corresponding components of the line graph are listed underneath. Federated
Michigan Intermediate Municipal Trust (the "Fund") is represented by a solid
line. The Lehman Brothers 7-Year General Obligation Municipal Bond Index
("LB7GO") is represented by a dotted line and the Lehman Brothers Municipal Bond
Index ("LBMB") is represented by a broken line. The line graph is a visual
representation of a comparison of change in value of a $10,000 hypothetical
investment in the Fund, the LB7GO and the LBMB. The "x" axis reflects
computation periods from 8/31/93 to 8/31/03. The "y" axis reflects the cost of
the investment. The right margin reflects the ending value of the hypothetical
investment in the Fund, as compared to the LB7GO and the LBMB. The ending values
were $15,895, $17,383 and $17,645, respectively.
Average Annual Total Returns for the Periods Ended 8/31/2003
- --------------------------------------------------------------------
1 Year 0.45%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
5 Years 4.27%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
10 Years 4.74%
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Start of Performance (9/18/1991) 5.73%
- --------------------------------------------------------------------
Past performance is no guarantee of future results. Returns shown do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or the
redemption of Fund shares. For after-tax returns, visit
www.federatedinvestors.com. Investment return and principal value will fluctuate
so that an investor's shares, when redeemed, may be worth more or less than
original cost. Mutual funds are not obligations of or guaranteed by any bank and
are not federally insured.
1 Represents a hypothetical investment of $10,000 in the Fund after deducting
the maximum sales charge of 3.00% ($10,000 investment minus $300 sales
charge = $9,700). The Fund's performance assumes the reinvestment of all
dividends and distributions. The LB7GO and the LBMB have been adjusted to
reflect reinvestment of dividends on securities in the indexes.
2 The LB7GO and the LBMB are not adjusted to reflect sales charges, expenses,
or other fees that the Securities and Exchange Commission requires to be
reflected in the Fund's performance. These indexes are unmanaged and it is
not possible to invest directly in an index.
3 Total return quoted reflects all applicable sales charges and contingent
deferred sales charges.
MANAGEMENT' DISCUSSION OF FUND PERFORMANCE
Golden Oak(R) Michigan Tax Free Bond Portfolio
For the 12 month period ended January 31, 2004, Institutional Shares of the
Michigan Tax Free Bond Portfolio had a total return of 3.57% (Class IS Shares,
at NAV) and 3.31% (Class A Shares, at NAV) as compared to the Merrill Lynch 1-12
Year Municipal Index (the "Index")1 6.03% total return.2 Our expectation was
that a strong U.S. economic recovery would increase the risk of inflation and
lead to higher interest rates. Therefore, the Portfolio's duration was
positioned shorter than the Index.3 The Michigan Tax Free Bond Portfolio's
performance should have been nearer to the Index as interest rates "see-sawed"
their way up and down during the year before ending slightly higher at year-end.
The rise in rates should have benefited the shorter duration Michigan Tax Free
Bond Portfolio relative to the longer Index. However, the high demand and low
supply of municipal bonds pushed prices of longer maturity munis higher, making
them the best performer. Longer duration portfolios outperformed shorter
portfolios at year-end. The Michigan Tax Free Bond Portfolio's duration remains
shorter than the Index.
(1) The Merrill Lynch 1-12 year Municipal Index is an unmanaged index tracking
municipal securities. The Index is produced by Merrill Lynch, Pierce,
Fenner & Smith, Inc. Investments cannot be made in an index.
(2) Performance quoted is based on NAV, represents past performance and is no
guarantee of future results. Investment return and principal value will
fluctuate, so that an investor's shares, when redeemed, may be worth more
or less than their original cost. Total return for the period based on
offering price (i.e. less any applicable sales charge), for Class A Shares
was (1.36)%.
(3) Duration is a measure of a security's price sensitivity to changes in
interest rates. Securities with longer durations are more sensitive to
changes in interest rates than securities of shorter durations.
Golden Oak(R) Michigan Tax Free Bond Portfolio
Institutional Shares
Growth of a $10,000 Investment+
The graph below illustrates the hypothetical investment of $10,0001 in Golden
Oak(R) Michigan Tax Free Bond Portfolio (Institutional Shares) (the "Fund") from
January 31, 1994 to January 31, 2004 compared to the Merrill Lynch 1-12 Year
Municipal Index (ML1-12MI),1,3 the Lehman Brothers 3-10 Year Municipal Index
(LB3-10MBI)1,3 and the Lipper Michigan Municipal Debt Funds Average (LMMDFA).1,4
The graphic presentation here displayed consists of a line graph. The
corresponding components of the line graph are listed underneath. The
Institutional Shares of the Golden Oak(R) Michigan Tax Free Bond Portfolio (the
"Fund") is represented by a solid square line. The Merrill Lynch 1-12 Year
Municipal Index ("ML1-12MI") is represented by a solid diamond line, the Lipper
Michigan Municipal Debt Funds Average is represented by a solid triangle line
and the Lehman Brothers 3-10 Year Municipal Index ("LB3-10MBI") is represented
by a solid circle line. The line graph is a visual representation of a
comparison of change in value of a $10,000 hypothetical investment in the
Institutional Shares of the Fund, the ML1-12MI, the LMMDFA and the LB3-10MBI.
The "x" axis reflects computation periods from 1/31/1994 to 1/31/2004. The "y"
axis reflects the cost of the investment. The right margin reflects the ending
value of the hypothetical investment in the Fund's Institutional Shares, as
compared to the ML1-12MI, the LMMDFA and the LB3-10MBI. The ending values were
$15,626, $17,560, $16,163 and $17,227, respectively.
AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED JANUARY 31, 2004
1 Year 3.57%
5 Years 4.44%
10 Years 4.56%
Past performance is no guarantee of future results. Returns shown do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or the
redemption of Fund shares. Investment return and principal value will fluctuate
so that an investor's shares, when redeemed, may be worth more or less than
their original cost. Mutual funds are not obligations of or guaranteed by any
bank and are not federally insured.
(1) The Fund's performance assumes the reinvestment of all dividends and
distributions. The ML1-12MI, LB3-10MBI and LMMDFA have been adjusted to
reflect reinvestment of dividends on securities in the indices and average.
(2) Performance for the period prior to June 23, 1997, when the Golden Oak(R)
Value Portfolio of the Arbor Funds began operating as a registered mutual
fund, represents performance for the Adviser's similarly managed
predecessor common trust fund. This past performance has been adjusted to
reflect fees and expenses for the Fund. The Adviser's common trust fund was
not a registered mutual fund under the 1940 Act and therefore was not
subject to the same investment and tax restrictions. If it had been, the
common trust fund's performance might have been lower.
(3) The ML1-12MI and LB3-10MBI are not adjusted to reflect taxes, sales
charges, expenses, or other fees that the Securities and Exchange
Commission requires to be reflected in the Fund's performance. The indices
are unmanaged.
(4) The LMMDFA represents the average of the total returns reported by all of
the mutual funds designated by Lipper, Inc. as falling in the respective
category indicated and is not adjusted to reflect any sales charges.
However, these total returns are reported net of expenses or other fees
that the Securities and Exchange Commission requires to be reflected in a
fund's performance.
+ Golden Oak(R) Michigan Tax Free Bond Portfolio is the successor to the Golden
Oak(R) Michigan Tax Free Bond Portfolio of The Arbor Funds pursuant to a
reorganization that took place on August 26, 2002. The information presented
above, for the periods prior to August 26, 2002, is historical information for
the predecessor Arbor Funds portfolio.
Golden Oak(R) Michigan Tax Free Bond Portfolio
Class A Shares
Growth of a $10,000 Investment+
The graph below illustrates the hypothetical investment of $10,0001 in Golden
Oak(R) Michigan Tax Free Bond Portfolio (Class A Shares) (the "Fund") from
January 31, 1994 to January 31, 2004 compared to the Merrill Lynch 1-12 Year
Municipal Index (ML1-12MI),1,3 the Lehman Brothers 3-10 Year Municipal Index
(LB3-10MBI)1,3 and the Lipper Michigan Municipal Debt Funds Average (LMMDFA).1,4
The graphic presentation here displayed consists of a line graph. The
corresponding components of the line graph are listed underneath. The Class A
Shares of the Golden Oak(R) Michigan Tax Free Bond Portfolio (the "Fund") is
represented by a solid square line. The Merrill Lynch 1-12 Year Municipal Index
("ML1-12MI") is represented by a solid diamond line, the Lipper Michigan
Municipal Debt Funds Average is represented by a solid triangle line and the
Lehman Brothers 3-10 Year Municipal Index ("LB3-10MBI") is represented by a
solid circle line. The line graph is a visual representation of a comparison of
change in value of a $10,000 hypothetical investment in the Class A Shares of
the Fund, the ML1-12MI, the LMMDFA and the LB3-10MBI. The "x" axis reflects
computation periods from 1/31/1994 to 1/31/2004. The "y" axis reflects the cost
of the investment. The right margin reflects the ending value of the
hypothetical investment in the Fund's Class A Shares, as compared to the
ML1-12MI, the LMMDFA and the LB3-10MBI. The ending values were $14,582, $17,560,
$16,163 and $17,227, respectively.
AVERAGE ANNUAL TOTAL RETURN5 FOR THE PERIOD ENDED JANUARY 31, 2004
1 Year (1.36)%
5 Years 3.24%
10 Years 3.84%
Past performance is no guarantee of future results. Returns shown do not reflect
the deduction of taxes that a shareholder would pay on Fund distributions or the
redemption of Fund shares. Investment return and principal value will fluctuate
so that an investor's shares, when redeemed, may be worth more or less than
their original cost. Mutual funds are not obligations of or guaranteed by any
bank and are not federally insured.
(1) Represents a hypothetical investment of $10,000 in the Fund's Class A
Shares after deducting the maximum sales charge of 4.50% ($10,000
investment minus $450 sales charge = $9,550). The Fund's performance
assumes the reinvestment of all dividends and distributions. The ML1-12MI,
LB3-10MBI and LMMDFA have been adjusted to reflect reinvestment of
dividends on securities in the indices and average.
(2) Performance for the period prior to June 23, 1997, when the Golden Oak(R)
Value Portfolio of the Arbor Funds began operating as a registered mutual
fund, represents performance for the Adviser's similarly managed
predecessor common trust fund. This past performance has been adjusted to
reflect fees and expenses for the Fund. The Adviser's common trust fund was
not a registered mutual fund under the 1940 Act and therefore was not
subject to the same investment and tax restrictions. If it had been, the
common trust fund's performance might have been lower.
(3) The ML1-12MI and LB3-10MBI are not adjusted to reflect taxes, sales
charges, expenses, or other fees that the Securities and Exchange
Commission requires to be reflected in the Fund's performance. The indices
are unmanaged.
(4) The LMMDFA represents the average of the total returns reported by all of
the mutual funds designated by Lipper, Inc. as falling in the respective
category, and is not adjusted to reflect any sales charges. However, these
total returns are reported net of expenses or other fees that the
Securities and Exchange Commission requires to be reflected in a fund's
performance.
(5) Total returns quoted reflect all applicable sales charges. + Golden Oak(R)
Michigan Tax Free Bond Portfolio is the successor to the Golden Oak(R)
Michigan Tax Free Bond Portfolio of The Arbor Funds pursuant to a
reorganization that took place on August 26, 2002. The information
presented above, for the periods prior to August 26, 2002, is historical
information for the predecessor Arbor Funds portfolio.
Exhibit C
Financial Highlights
Federated michigan intermediate municipal trust
The Financial Highlights will help you understand the Fund's financial
performance for its past five fiscal years. Some of the information is presented
on a per share basis. Total returns represent the rate an investor would have
earned (or lost) on an investment in the Fund, assuming reinvestment of any
dividends and capital gains.
This information has been audited by Deloitte & Touche LLP, whose report, along
with the Fund's audited financial statements, is included in the Annual Report.
(For a Share Outstanding Throughout Each Period)
- --------------------------------------------------------------------------------------------
Year Ended August 31 2003 2002 2001 2000 1999
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Period $11.22 $11.06 $10.64 $10.62 $11.09
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Income From Investment Operations:
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Net investment income 0.45 0.50 1 0.53 0.53 0.53
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss)
on investments and swap contracts (0.05) 0.16 1 0.42 0.02 (0.47)
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
TOTAL FROMINVESTMENT OPERATIONS 0.40 0.66 0.95 0.55 0.06
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Less Distributions:
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Distributions from net investment
income (0.45) (0.50) (0.53) (0.53) (0.53)
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Net Asset Value, End of Period $11.17 $11.22 $11.06 $10.64 $10.62
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Total Return2 3.58% 6.15% 9.12% 5.39% 0.47%
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Ratios to Average Net Assets:
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Expenses 0.50% 0.50% 0.50% 0.50% 0.50%
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Net investment income 3.96% 4.53%1 4.86% 5.07% 4.81%
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Expense waiver3 0.36% 0.39% 0.42% 0.52% 0.50%
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Supplemental Data:
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Net assets, end of
period (000 omitted) $147,959 $134,718 $107,043 $89,177 $74,510
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Portfolio turnover 15% 19% 13% 40% 17%
- --------------------------------------------------------------------------------------------
1 Effective September 1, 2001, the Fund adopted the provisions of the
American Institute of Certified Public Accountants (AICPA) Audit and
Accounting Guide for Investment Companies and began accreting discount on
debt securities. For the year ended August 31, 2002, this change had no
effect on the net investment income per share, the net realized and
unrealized gain (loss) on investments per share, or the ratio of net
investment income to average net assets. Per share, ratios and supplemental
data for the periods prior to September 1, 2001 have not been restated to
reflect this change in presentation.
2 Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.
3 This voluntary expense decrease is reflected in both the expense and the
net investment income ratios shown above.
See Notes which are an integral part of the Financial Statements
Federated
WORLD-CLASS INVESTMENT MANAGER
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
www.federatedinvestors.com
Contact us at 1-800-341-7400 or
www.federatedinvestors.com/contact
Federated Securities Corp., Distributor
Cusip 313923302
_________ (7/04)
STATEMENT OF ADDITIONAL INFORMATION
August __, 2004
Acquisition of the assets of
GOLDEN OAK(R) MICHIGAN TAX FREE BOND PORTFOLIO
a portfolio of Golden Oak(R) Family of Funds
(A Delaware Statutory Trust)
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
Telephone No: 1-800-341-7400
By and in exchange for Shares of
FEDERATED MICHIGAN INTERMEDIATE MUNICIPAL TRUST
a portfolio of Federated Municipal Securities Income Trust
(A Massachusetts Business Trust)
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7000
Telephone No: 1-800-341-7400
This Statement of Additional Information dated August __, 2004 is
not a prospectus. A Prospectus/Proxy Statement dated August __, 2004 related
to the above-referenced matter may be obtained from Federated Municipal
Securities Income Trust, on behalf of Federated Michigan Intermediate
Municipal Trust, Federated Investors Funds, 5800 Corporate Drive, Pittsburgh,
Pennsylvania 15237-7000. This Statement of Additional Information should be
read in conjunction with such Prospectus/Proxy Statement.
TABLE OF CONTENTS
1. Statement of Additional Information of Federated Michigan Intermediate
Municipal Trust, a portfolio of Federated Municipal Securities Income
Trust, dated October 31, 2003.
2. Statement of Additional Information of Golden Oak(R) Michigan Tax Free
Bond Portfolio, a portfolio of Golden Oak(R) Family of Funds, dated March
31, 2004.
3. Pro Forma combined Financial Statements of Federated Michigan
Intermediate Municipal Trust and Golden Oak(R) Michigan Tax Free Bond
Portfolio, six months ended February 29, 2004 (unaudited).
4. Pro Forma combined Financial Statements of Federated Michigan
Intermediate Municipal Trust and Golden Oak(R) Michigan Tax Free Bond
Portfolio, year ended August 31, 2003 (unaudited).
5. Financial Statements of Golden Oak Michigan Tax Free Bond Portfolio
dated January 31, 2004 (audited).
6. Financial Statements of Federated Michigan Intermediate Municipal
Trust, dated February 29, 2004 (unaudited) and August 31, 2003
(audited).
INFORMATION INCORPORATED BY REFERENCE
The Statement of Additional Information of Federated Michigan
Intermediate Municipal Trust, a portfolio of Federated Municipal Securities
Income Trust (the "Federated Trust"), is incorporated by reference to the
Trust's Post-Effective Amendment No. 35 to its Registration Statement on Form
N-1A (File No. 33-36729), which was filed with the Securities and Exchange
Commission on or about October 28, 2003. A copy may be obtained from the
Trust at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779.
Telephone Number: 1-800-341-7400.
The Statement of Additional Information of Golden Oak(R) Michigan
Tax Free Bond Portfolio, a portfolio of Golden Oak(R) Family of Funds (the
"Golden Oak(R) Trust"), is incorporated by reference to the Corporation's
Post-Effective Amendment No. 3 to its Registration Statement on Form N-1A
(File No. 333-90412), which was filed with the Securities and Exchange
Commission on or about March 31, 2004. A copy may be obtained from the
Corporation at Federated Investors Tower, Pittsburgh, Pennsylvania
15222-3779. Telephone Number: 1-800-341-7400.
The audited financial statements of the Federated Michigan
Intermediate Municipal Trust dated August 31, 2003, are incorporated by
reference to the Annual Report to Shareholders of the Fund, which was filed
with the Securities and Exchange Commission pursuant to Section 30(b) of the
Investment Company Act of 1940, as amended, on or about October 27, 2003.
The audited financial statements of the Golden Oak(R) Michigan Tax
Free Bond Portfolio dated January 31, 2004, are incorporated by reference to
the Annual Report to Shareholders of the Portfolio, which was filed with the
Securities and Exchange Commission pursuant to Section 30(b) of the
Investment Company Act of 1940, as amended, on or about March 31, 2004.
The unaudited financial statements of the Federated Michigan Intermediate
Municipal Trust dated February 29, 2004 are incorporated by reference to the
Semi-Annual Report to Shareholders of the Fund which was filed with the SEC
pursuant to Section 30(b) of the Investment Company Act of 1940, as amended, on
or about April 27, 2004.
Golden Oak Michigan Tax Free Bond Portfolio
Federated Michigan Intermediate Municipal Trust
Pro Forma Combining Portfolios of Investments
For the six months ended February 29, 2004 (Unaudited)
Golden Oak Federated Pro Forma Credit Rating1 Golden Oak Federated Pro Forma
Michigan Michigan Combined Michigan Michigan Combined
Tax Free Intermediate Tax Free Intermediate
Bond Municipal Bond Portfolio Municipal Trust
Portfolio Trust
Long-Term Municipals -
97.6%
Michigan -
97.6 %
$0 $1,020,000 $1,020,000 Allen Park, MI, Public School AA+/Aa1 $- $1,060,463 $1,060,463
District, School Building &
Site UT GO Bonds, 3.00%
(Q-SBLF GTD), 5/1/2008
0 500,000 500,000 Anchor Bay, MI, School AA+/Aa1 - 579,730 579,730
District, Refunding UT GO
Bonds (Series III), 5.50%
(Q-SBLF GTD), 5/1/2014
0 1,000,000 1,000,000 Anchor Bay, MI, School AA+/Aa1 - 1,144,020 1,144,020
District, Refunding UT GO
Bonds (Series III), 5.50%
(Q-SBLF GTD), 5/1/2017
0 500,000 500,000 Anchor Bay, MI, School AA+/Aa1 - 570,000 570,000
District, School Building &
Site UT GO Bonds, 5.00%
(Q-SBLF GTD), 5/1/2012
0 1,070,000 1,070,000 Anchor Bay, MI, School AAA/Aaa - 1,253,066 1,253,066
District, UT GO Bonds (Series
19991), 5.75% (FGIC INS and
Q-SBLF)/(Orginal Issue Yield:
5.80%), 5/1/2014 Preredunded
5/1/2009
365,000 0 365,000 Anchor Bay, MI School AAA/Aaa 443,906 - 443,906
District, (Series II), 6.125%
(Q-SBLF LOC)/(Original Issue
Yield: 5.15%), 5/1/2011
0 500,000 500,000 Ann Arbor, MI, Public School AA+/Aa1 - 571,025 571,025
District, Refunding UT GO
Bonds, 5.00% (Q-SBLF GTD),
5/1/2011
0 500,000 500,000 Ann Arbor, MI,Water Supply AAA/Aaa - 567,460 567,460
System, Refunding Revenue
Bonds (Series Y), 5.00% (MBIA
Insurance Corp. INS), 2/1/2010
0 600,000 600,000 Avondale, MI, School AA+/Aa1 - 677,946 677,946
District, School Building &
Site UT GO Bonds, 5.00%
(Q-SBLF GTD), 5/1/2009
0 500,000 500,000 Avondale, MI, School AA+/Aa1 - 568,735 568,735
District, School Building &
Site UT GO Bonds, 5.00%
(Q-SBLF GTD), 5/1/2010
250,000 0 250,000 Big Rapids, MI Public School AAA/Aaa 268,215 - 268,215
District, (UT GO), 7.30%
(FGIC and Q-SBLF
LOCs)/(Original Issue Yield:
5.15%), 5/1/2005
1,500,000 0 1,500,000 Bishop, MI International A 1,568,700 - 1,568,700
Airport Authority, (Series
B), 5.125% (Original Issue
Yield: 5.25%), 12/1/2017
0 1,090,000 1,090,000 Boyne City, MI, Public School AAA/Aaa - 1,256,138 1,256,138
District, UT GO Bonds, 5.60%
(FGIC INS)/(Origianl Issue
Yield: 5.70%), 5/1/2014
0 1,215,000 1,215,000 Bridgeport Spaulding, MI, AA+/Aa1 - 1,399,887 1,399,887
Community School District, UT
GO Bonds, 5.50% (Q-SBLF GTD),
5/1/2015
0 1,125,000 1,125,000 Brighton Township, MI, LT GO AAA/Aaa - 1,238,029 1,238,029
Sanitary Sewer Drainage
District, 5.25% (FSA
INS)/(Orginal Issue Yield:
5.68%), 10/1/2020
0 2,050,000 2,050,000 Caledonai, MI, Community AA+/Aa1 - 2,310,821 2,310,821
Schools, UT GO Bonds, 5.40%
(Q-SBLF GTD)/(Orginal Issue
Yield: 5.48%), 5/1/2018
860,000 0 860,000 Central Michigan University, AAA/Aaa 961,979 - 961,979
Refunding Revenue Bonds,
5.20% (FGIC LOC)/(Original
Issue Yield: 5.227%),
10/1/2009
0 1,775,000 1,775,000 Charles Stewart Mott AAA/Aaa - 2,023,677 2,023,677
Community College, MI,
Building & Improvement UT GO
Bonds, 5.50% (FGIC
INS)/(Original Issue Yield:
5.63%), 5/1/2018
0 1,070,000 1,070,000 Charlevoix, MI, Public School AA+/Aa1 - 1,217,917 1,217,917
District, Refunding UT GO
Bonds, 5.25% (Q-SBLF GTD),
5/1/2014
0 1,245,000 1,245,000 Charlevoix, MI, Public School AA+/Aa1 - 1,399,430 1,399,430
District, Refunding UT GO
Bonds, 5.25% (Q-SBLF GTD),
5/1/2016
0 1,690,000 1,690,000 Chippewa Valley, MI, Schools, AA+/Aa1 - 1,909,548 1,909,548
Refunding UT GO Bonds, 5.00%
(Q-SBLF GTD), 5/1/2009
0 1,775,000 1,775,000 Chippewa Valley, MI, School AA+/Aa1 - 2,045,102 2,045,102
Building & Site Refunding
Bonds, 5.50% (Q-SBLF GTD),
5/1/2015
0 1,000,000 1,000,000 Cornell Township MI, Economic BBB/Baa2 - 1,062,890 1,062,890
Development Corp., Refunding
Revenue Bonds, 5.875%
(MeadWestvaco Corp.), 5/1/2018
0 1,070,000 1,070,000 Detroit, MI, Building AAA/Aaa - 1,212,791 1,212,791
Authority, Parking & Arena
System Revenue Bonds (Series
1998A), 5.25% (MBIA Insurance
Corp, INS), 7/1/2008
0 2,665,000 2,665,000 Detroit, MI, City School AA+/Aa1 - 3,073,038 3,073,038
District, UT GO Bonds (Series
2001A), 5.50% (Q-SBLF GTD),
5/1/2009
0 1,000,000 1,000,000 Detroit, MI, Convention AAA/Aaa - 1,132,190 1,132,190
Facility Special Tax
Refunding Revenue Bonds
(Series 2003), 5.00% (Cobo
Hall Project)/(MBIA Insurance
Corp. INS), 9/30/2009
200,000 0 200,000 Detroit, MI, (UT GO), 5.00% AAA/Aaa 204,638 - 204,638
(AMBAC LOC)/(Original Issue
Yield: 5.10%), 5/1/2003
1,000,000 0 1,000,000 Detroit, MI, (UT GO), 5.25% AAA/Aaa 1,129,400 - 1,129,400
(AMBAC LOC)/(Original Issue
Yield: 5.29%), 5/1/2008
0 1,335,000 1,335,000 Detroit, MI, Refunding UT GO AAA/Aaa - 1,545,303 1,545,303
Bonds, 5.75% (FSA INS),
4/1/2010
0 1,000,000 1,000,000 Detroit, MI, UT GO Bonds AAA/Aaa - 1,072,310 1,072,310
(Series 1999A), 5.00% (FSA
INS)?(Original Issue Yield:
5.16%), 4/1/2019
0 1,000,000 1,000,000 Detroit, MI, UT GO Bonds AAA/Aaa - 1,126,330 1,126,330
(Series 2001A-1), 5.375%
(MBIA Insurance Corp, INS),
4/1/2017
0 1,000,000 1,000,000 Detroit/Wayne County, MI, AAA/Aaa - 1,112,440 1,112,440
Stadium Authority, Revenue
Bonds, 5.25% (FGIC
INS)/(Original Issue Yield:
5.55%), 2/1/2011
500,000 0 500,000 Detroit, MI Water Supply AAA/Aaa 555,980 - 555,980
System, (Series A), 5.10%
(MBIA Insurance Corp.
LOC)/(Original Issue Yield:
5.20%), 7/1/2007
1,000,000 0 1,000,000 Detroit, MI Water Supply AAA/Aaa 1,188,820 - 1,188,820
System, (Series A), 5.75%
(FGIC LOC)/(Original Issue
Yield: 5.84%), 7/1/2019
0 1,000,000 1,000,000 Dickinson County, MI, EDC, BBB/Baa2 - 1,109,020 1,109,020
Refunding Environmental
Improvement Revenue Bonds
(Series 2002A), 5.75%
(International Paper Co.),
6/1/2016
0 1,925,000 1,925,000 East Grand Rapids, MI, Public AA+/Aa1 - 2,176,135 2,176,135
School District, Refunding UT
GO Bonds (Series 2001), 5.50%
(Q-SBLF GTD), 5/1/2019
315,000 0 315,000 East Lansing, MI, (Series B), AA/A1 316,055 - 316,055
4.85% (Original Issue Yield:
4.849%), 10/1/2007
0 1,000,000 1,000,000 Ecorse, MI, Public School AAA/Aaa - 1,128,860 1,128,860
District, UT GO Bonds, 5.50%
(Q-SBLF GTD)/(FGIC
INS)/(Original Issue Yield:
5.59%), 5/1/2017
1,100,000 0 1,100,000 Farmington, MI, Public School AAA/Aaa 1,189,529 - 1,189,529
District, (UT GO), 4.00%
(Q-SBLF LOC)/(Original Issue
Yield: 4.27%), 5/1/2009
0 1,120,000 1,120,000 Ferndale, MI, Refunding UT GO AAA/Aaa - 1,230,690 1,230,690
Bonds, 4.50% (FGIC INS),
4/1/2008
0 2,160,000 2,160,000 Ferndale, MI, School AA+/Aa1 - 2,427,926 2,427,926
District, Refunding UT GO
Bonds, 5.25% (Q-SBLF GTD),
5/1/2016
675,000 0 675,000 Ferris State University of AAA/Aaa 759,098 - 759,098
Michigan, Refunding Revenue
Bonds, 5.40% (AMBAC
LOC)/(Original Issue Yield:
5.45%), 10/1/2009
0 2,000,000 2,000,000 Forest Hills, MI, Public NR/Aa2 - 2,205,320 2,205,320
School, UT GO Bonds, 5.25%
(Original Issue Yield: 5.50%,
5/1/2019
0 250,000 250,000 Garden City, MI, School AAA/Aaa - 254,705 254,705
District, UT GO Refunding
Bonds, 5.90% (Q-SBLF
GTD)/(FSA INS), 5/1/2005
0 565,000 565,000 Garden City, MI, School AAA/Aaa - 575,735 575,735
District, UT GO Refunding
Bonds, 6.00% (Q-SBLF
GTD)/(FSA INS), 5/1/2006
0 515,000 515,000 Garden City, MI, School AAA/Aaa - 524,873 524,873
District, UT GO Refunding
Bonds, 6.10 % (Q-SBLF
GTD)/(FSA INS), 5/1/2007
200,000 0 200,000 Grand Rapids, MI, 6.60% (MBIA AAA/Aaa 206,816 - 206,816
Insurance Corp.
LOC)/(Original Issue Yield:
6.70%), 6/1/2008
0 1,000,000 1,000,000 Harper Creek, MI, Community AA+/Aa1 - 1,082,960 1,082,960
School District, UT GO Bonds,
5.125% (Q-SBLF GTD)/(Original
Issue Yield:5.21%), 5/1/2021
0 1,000,000 1,000,000 Hartland, MI, Consolidated AAA/Aa1 - 1,130,240 1,130,240
School District, Refunding UT
GO Bonds, 5.375% (Q-SBLF
GTD), 5/1/2016
0 1,650,000 1,650,000 Hartland, MI, Consolidated AAA/Aa1 - 1,947,066 1,947,066
School District, Refunding UT
GO Bonds, 5.75% (Q-SBLF GTD),
5/1/2010
0 1,315,000 1,315,000 Hazel Park, MI, School AA+/Aa1 - 1,480,243 1,480,243
District, UT GO Bonds, 5.00%
(Q-SBLF GTD), 5/1/2013
0 1,275,000 1,275,000 Hazel Park, MI, School AA+/Aa1 - 1,427,273 1,427,273
District, UT GO Bonds, 5.00%
(Q-SBLF GTD), 5/1/2008
1,000,000 0 1,000,000 Howell, MI Public Schools, AAA/Aaa 1,017,230 - 1,017,230
(UT GO), 5.00% (FGIC and
Q-SBLF LOCs_/(Original Issue
Yield: 5.10%), 5/1/2008
1,575,000 0 1,575,000 Howell, MI Public Schools, AAA/Aaa 1,761,779 - 1,761,779
(GO UT), 5.25% (Q-SBLF
LOC)/(Original Issue Yield:
4.89%), 5/1/2017
0 1,660,000 1,660,000 Hemlock, MI, Public School AAA/Aa1 - 1,887,254 1,887,254
District, UT GO Bonds, 5.50%
(Q-SBLF GTD), 5/1/2018
0 1,375,000 1,375,000 Howell, MI, Public Schools, AAA/Aa1 - 1,564,915 1,564,915
Refunding UT GO Bonds (Series
2001), 5.25% (Q-SBLF GTD),
5/1/2014
0 2,000,000 2,000,000 Howell, MI, Public Schools, AAA/Aaa - 2,354,340 2,354,340
UT GO Bonds, 5.875% (Q-SBLF,
United States Treasury GTD
and MBIA Insurance Corp.
INS)/(Original Issue Yield:
5.95%), 5/1/2022
250,000 0 250,000 Iron Mountain, MI, (GO UT), AAA/Aaa 254,183 - 254,183
5.00% (AMBAC LOC), 11/1/2001
(@102)
0 2,000,000 2,000,000 Jackson County, MI, Public AAA/Aaa - 2,292,360 2,292,360
Schools, UT GO Bonds, 5.60%
(Q-SBLF GTD)/(FGIC
INS)/(Original Issue Yield:
5.70%), 5/1/2019
1,575,000 0 1,575,000 Jenison, MI Public Schools, AAA/Aaa 1,826,386 - 1,826,386
(UT GO), 5.25% (FGIC
LOC)/(Original Issue Yield:
4.56%), 5/1/2011
0 1,350,000 1,350,000 Kalamazoo, MI, City School AAA/Aaa - 1,514,052 1,514,052
District, Building & Site UT
GO Bonds, 5.00% (FSA INS),
5/1/2013
1,000,000 0 1,000,000 Kalamazoo, MI, Hospital AAA/Aaa 1,010,590 - 1,010,590
Finance Authority, (Borgess
Medical Center Series A)
Revenue Bonds, 5.00% (AMBAC
LOC)/(Original Issue Yield:
5.10%)
500,000 0 500,000 Kent County, MI Building AAA/Aaa 521,745 - 521,745
Authority, GO LT, 5.00%
(Orginal Issue Yield: 5.10%),
12/1/2006
500,000 0 500,000 Kent County, MI Building AAA/Aaa 522,230 - 522,230
Authority, GO LT, 5.10%
(Orginal Issue Yield: 5.20%),
12/1/2007
0 1,000,000 1,000,000 Kent Hospital Finance AA/Aa3 - 1,110,280 1,110,280
Authority, MI, Revenue Bonds,
5.50% (Spectrum Health),
01/15/2015
0 1,925,000 1,925,000 Lake Fenton, MI, Community AA+/Aa1 - 2,202,238 2,202,238
Schools, UT GO Bonds, 5.50%
(Q-SBLF GTD), 5/1/2017
1,000,000 0 1,000,000 Lake Orion, MI School AAA/Aaa 1,187,960 - 1,187,960
District, (Series A) GO UT,
5.75% (Original Issue Yield:
5.89%), 5/1/2015
0 1,700,000 1,700,000 Lake Superior State AAA/Aaa - 1,910,596 1,910,596
University, MI, General
Revunue Bonds, 5.50% (AMBAC
INS), 11/15/2021
0 1,500,000 1,500,000 Lakeshore, MI, Public AAA/Aaa - 1,596,450 1,596,450
Schools, UT GO Bonds, 5.70%
(Q-SBLF, United States
Treasury GTD and MBIA
Insurance Corp.
INS)/(Original Issue
Yield:5.92%), 5/1/2022
0 1,000,000 1,000,000 Lanse Creuse, MI, Public AAA/Aaa - 1,137,160 1,137,160
Schools, UT GO Bonds (Series
2000), 5.40% (Q-SBLF
GTD)/(FGIC INS)/(Original
Issue Yield:5.50%), 5/1/2016
0 500,000 500,000 Lansing, MI, Sewer Disposal AAA/Aaa - 571,725 571,725
System, Refunding Revenue
Bonds, 5.00%, (FGIC INS),
5/1/2011
115,000 0 115,000 Lincoln, MI Consolidated AAA/Aaa 118,282 - 118,282
School District, UT GO, 5.75%
(Q-SBLF LOC), 5/1/2009
250,000 0 250,000 Livonia, MI Municipal AA/A1 252,988 - 252,988
Building Authority, GO LT,
5.75%, 6/1/2004
0 1,000,000 1,000,000 Madison, MI, District Public AAA/Aaa - 1,130,650 1,130,650
Schools, Refunding UT GO
Bonds, 5.50% (Q-SBLF
GTD)/(FGIC INS), 05/1/2015
0 1,000,000 1,000,000 Marquette, MI, Hospital AAA/Aaa - 1,046,620 1,046,620
Finance Authority, Hospital
Refunding Revenue Bonds
(Series 1996D), 5.30%
(Marquette General Hospital,
MI)/(FSA INS), 4/1/2005
0 2,000,000 2,000,000 Mattawan, MI, Consolidated AAA/Aaa - 2,305,760 2,305,760
School District, UT GO Bonds,
5.65% (Q-SBLF GTD)/(FSA
INS)/(Original Issue Yield:
5.67%), 5/1/2018
0 1,350,000 1,350,000 Michigan Higher Education AAA/Aaa - 1,435,442 1,435,442
Student Loan Authority,
Student Loan Revenue Bonds,
(Series XVII-A), 5.65% (AMBAC
LOC), 6/1/2010
0 1,500,000 1,500,000 Michigan Municipal Bond AAA/Aaa - 1,711,185 1,711,185
Authority,Refunding Revenue
Bonds (Series 2002), 5.25%
(Clean Water Revolving Fund),
10/1/2008
0 1,000,000 1,000,000 Michigan Municipal Bond AAA/Aaa - 1,190,360 1,190,360
Authority, Revenue Bonds,
5.75% (Clean Water Revolving
Fund), 10/1/2015
0 1,455,000 1,455,000 Michigan Municipal Bond AAA/Aaa - 1,635,696 1,635,696
Authority, Revenue Bonds,
5.25% (Drinking Water
Revolving Fund), 10/1/2007
0 2,190,000 2,190,000 Michigan Municipal Bond AAA/Aaa - 2,592,588 2,592,588
Authority, Revenue Bonds,
5.625% (Drinking Water
Revolving Fund), 10/1/2013
810,000 0 810,000 Michigan Municipal Bond AAA/Aa1 893,770 - 893,770
Authority, Revenue Bonds,
5.50% (State Revolving Fund),
10/1/2006
250,000 0 250,000 Michigan Municipal Bond AAA/Aa1 253,588 - 253,588
Authority, Revenue Refunding
Bonds, 6.50% (Q-SBLF
LOC)/(Original Issue Yield:
6.60%), 5/1/2007
0 2,500,000 2,500,000 Michigan Public Power Agency, AAA/Aaa - 2,867,925 2,867,925
Belle River Project Refunding
Revenue Bonds (Series 2002A),
5.25% (MBIA Insurance Corp.
INS), 1/1/2010
500,000 0 500,000 Michigan Public Power Agency, AAA/Aaa 538,475 - 538,475
Campbell Project (Series A),
5.50% (AMBAC LOC), 1/1/2006
1,100,000 0 1,100,000 Michigan State Building AA+/Aa1 1,148,807 - 1,148,807
Authority, (Series 1), 4.75%
(Original Issue Yield:
4.98%), 10/15/2018
0 1,000,000 1,000,000 Michigan State Building AA/Aa2 - 1,133,270 1,133,270
Authority, Facilities Program
Refunding Revenue Bonds
(Series 2001), 5.50%,
10/15/2019
0 1,000,000 1,000,000 Michigan State Building AAA/Aaa - 1,129,590 1,129,590
Authority, Facilities Program
Refunding Revenue Bonds
(Series II), 5.00%, (MBIA
Insurance Corp.INS),
10/15/2008
0 2,270,000 2,270,000 Michigan State Building AA+/Aa3 - 2,610,069 2,610,069
Authority, State Police
Communications Revenue Bonds,
5.50% 10/1/2008
0 1,000,000 1,000,000 Michigan State Building AA+/Aa2 - 1,148,860 1,148,860
Authority, State Police
Communications Revenue Bonds,
5.50% 10/1/2008
0 1,000,000 1,000,000 Michigan State Comprehensive AAA/Aaa - 1,121,140 1,121,140
Transportation Board, Revenue
Bonds (Series 2002B), 5.00%
(FSA INS), 5/15/2008
0 1,500,000 1,500,000 Michigan State Hospital A-/A1 - 1,676,640 1,676,640
Finance Authority, Hospital
Refunding Revenue Bonds
(Series 2003A), 5.50% (Henry
Ford Health System, MI),
3/1/2013
600,000 0 600,000 Michigan State Hospital A-/A1 646,266 - 646,266
Finance Authority, (Series
A), 5.10% (Henry Ford Health
System, MI)/(Original Issue
Yield 5.20%), 5/15/2006
0 1,000,000 1,000,000 Michigan State Hospital A/A1 - 1,104,620 1,104,620
Finance Authority, Hospital
Refunding Revenue Bonds,
5.75% (Sparrow Obligated
Group, MI), 11/15/2016
0 1,000,000 1,000,000 Michigan State Hospital AAA/Aaa - 1,114,370 1,114,370
Finance Authority, Refunding
Revenue Bonds (Series 1998A),
4.90% (St. John Hospital,
MI)/(AMBAC INS)/(Original
Issue Yield: 5.05%),
05/15/2013
0 1,300,000 1,300,000 Michigan State Hospital A+/A2 - 1,420,029 1,420,029
Finance Authority, Refunding
Revenue Bonds (Series 2002A),
5.50% (Crittenton Hospital,
MI), 3/1/2016
0 1,175,000 1,175,000 Michigan State Hospital AA-/Aa3 - 1,320,806 1,320,806
Finance Authority, Refunding
Revenue Bonds (Series A),
6.00% (Trinity Healthcare
Credit Group)/(Original Issue
Yield:6.14%), 12/1/2020
1,000,000 0 1,000,000 Michigan State Hospital NR/A1 1,021,800 - 1,021,800
Finance Authority, (Series
A), 5.00% (McLaren Obligated
Group)/(Orginal Issue Yield:
5.05%), 10/15/2004
0 1,000,000 1,000,000 Michigan State Hospital NR/A1 - 1,056,730 1,056,730
Finance Authority, Refunding
Revenue Bonds (Series 1998A),
5.10% (McLaren Health Care
Corp.)/(Original Issue Yield:
5.15%), 6/1/2013
750,000 0 750,000 Michigan State Hospital NR/A1 766,958 - 766,958
Finance Authority, (Series
A), 5.20% (McLaren Obligated
Group)/(Orginal Issue Yield:
5.25%), 10/15/2006
2,180,000 0 2,180,000 Michigan State Hospital AAA/Aaa 2,301,731 - 2,301,731
Finance Authority, Refunding
Revenue Bonds, 5.00% (AMBAC
LOC)/(Orginal Issue Yield:
4.70%), 8/15/2005
750,000 0 750,000 Michigan State Hospital AAA/#Aaa 756,623 - 756,623
Finance Authority, Refunding
Revenue Bonds, 5.00% (AMBAC
LOC)/(Orginal Issue Yield:
4.85%), 5/15/2004
1,000,000 0 1,000,000 Michigan State Hospital BBB 992,090 - 992,090
Finance Authority, Refunding
Revenue Bonds, 5.00%,
5/15/2008
480,000 0 480,000 Michigan State Hospital AAA/Aaa 531,802 - 531,802
Finance Authority, Refunding
Revenue Bonds, 5.20%, (MBIA
Insurance Corp. LOC)/(Orginal
Issue Yield: 5.199%),
11/15/2007
450,000 0 450,000 Michigan State Hospital AAA/Aaa 495,185 - 495,185
Finance Authority, Refunding
Revenue Bonds, 5.30% (MBIA
Insurance Corp. LOC)/(Orginal
Issue Yield: 5.299%),
11/15/2006
450,000 0 450,000 Michigan State Hospital AAA/Aaa 491,913 - 491,913
Finance Authority, Refunding
Revenue Bonds, 5.40% (MBIA
Insurance Corp. LOC)/(Orgianl
Issue Yield: 5.399%),
11/15/2006
1,400,000 0 1,400,000 Michigan State Hospital AAA/Aaa 1,591,464 - 1,591,464
Finance Authority, Refunding
Revenue Bonds, 5.50%
(Financial Security
Assurance, Inc.
LOC)/(Origianl Issue Yield:
4.95%), 6/1/2008
0 2,000,000 2,000,000 Michigan State Hospital AAA/Aaa - 2,319,600 2,319,600
Finance Authority, Revenue
Bonds (Series 1993P), 5.375%
(Sisters of Mercy Health
System)/(MBIA Insurance Corp.
INS)/(Original Issue Yield:
5.55%), 8/15/2014
60,000 0 60,000 Michigan State Hospital AAA/Aaa 61,442 - 61,442
Finace Authority, (Series P),
4.90% (MBIA Insurance Corp.
LOC)/(Orginal Issue Yield:
5.10%), 8/15/2003
0 1,325,000 1,325,000 Michigan State Hospital NR/Aa2 - 1,483,324 1,483,324
Finance Authority, Revenue
Bonds (Series 1997W), 5.00%
(Mercy Health
Services)/(original Issue
Yield: 5.26%), 8/15/2011
0 2,000,000 2,000,000 Michigan State Hospital AAA/Aaa - 2,326,140 2,326,140
Finance Authority, Revenue
Bonds (Series 1999A), 6.00%
(Ascension Health Credit
Group)/(MBIA Insurance Corp.
INS), 11/15/2011
0 1,500,000 1,500,000 Michigan State Hospital A/A2 - 1,657,605 1,657,605
Finance Authority, Revenue
Bonds, 5.00% (Oakwood
Obligated Group), 11/1/2010
0 1,000,000 1,000,000 Michigan State Housing AAA/Aaa - 1,003,280 1,003,280
Development Authority,
(Series A) Rental Housing
Revenue Bonds, 5.55%
(MBIAInsuracne Corp. INS),
04/1/2004
130,000 0 130,000 Michigan State Housing AAA/Aaa 133,822 - 133,822
Development Authority,
Revenue Bonds, 6.50%
(Greenwood Village
Project)/(Financial Security
Assurance, Inc. LOC),
9/15/2007
0 570,000 570,000 Michigan State Housing NR/Aaa - 621,830 621,830
Development Authority, LO
Multifamily Housing Refunding
Revenue Bonds (Series 2000A),
6.30% (Oakbrook Villa
Townhomes)/(GNMA
Collateralized Home Mortgage
Program GTD), 07/20/2019
0 1,000,000 1,000,000 Michigan State Housing AA+/NR - 1,051,350 1,051,350
Development Authority,
Revenue Bonds (Series E),
5.55%, 12/1/2007
0 1,000,000 1,000,000 Michigan State Housing AAA/Aaa - 1,070,070 1,070,070
Development Authority, SFM
Revenue Bonds (Series 2001A),
5.30% (MBIA Insurance Corp.
INS), 12/1/2016
400,000 0 400,000 Michigan State South Central AAA/Aaa 431,028 - 431,028
Power Agency, Refunding
Revenue Bonds, 5.80% (MBIA
Insurance Corp. LOC)/(Orginal
Issue Yield: 5.90%), 11/1/2005
1,105,000 0 1,105,000 Michigan State Strategic NR/Aa3 1,252,495 - 1,252,495
Fund, (Series A), 5.40%
(First of America Bank
LOC)/(Orginal Issue Yield:
5.399%), 8/1/2007
1,065,000 0 1,065,000 Michigan State Strategic Fund NRAa3 1,210,692 - 1,210,692
(Series A), 5.50% (First of
America Bank LOC)/(Original
Issue Yield: 5.499%),
8/1/2007
350,000 250,000 600,000 Michigan State Strategic BBB-/Baa1 382,410 273,150 655,560
Fund, LT Obligation Refunding
Revenue Bonds (Series A),
7.10% (Ford Motor
Co.)/(Original Issue Yield:
7.127%), 2/1/2006
0 820,000 820,000 Michigan State Strategic A-/NR - 898,695 898,695
Fund, Revenue Bonds (Series
2004), 5.00% (NSF
International), 8/1/2013
0 325,000 325,000 Michigan State Strategic A-/NR - 372,752 372,752
Fund, Revenue Bonds, 5.30%
(Porter Hills Presbyterian
Village, Inc.)/(Original
Issue Yield: 5.422%),
7/1/2018 Prerefunded 7/1/2008
@100
0 175,000 175,000 Michigan State Strategic A-/NR - 192,901 192,901
Fund, Revenue Bonds, 5.30%
(Porter Hills Presbyterian
Village, Inc.)/(Original
Issue Yield: 5.422%),
7/1/2018
0 950,000 950,000 Michigan State Trunk Line, AA/Aa3 - 1,106,522 1,106,522
Revenue Bonds (Series 1998A),
5.25%, 11/1/2018
0 1,000,000 1,000,000 Michigan State Truck Line, AAA/Aaa - 1,142,770 1,142,770
Refunding Revenue Bonds
(Series 2001A), 5.50% (FSA
INS), 11/1/2018
0 3,000,000 3,000,000 Michigan State, Refunding UT AA+/Aa1 - 3,358,080 3,358,080
GO Bonds, 5.00% 12/1/2007
0 2,000,000 2,000,000 Michigan State, Refunding UT AA+/Aa1 - 2,265,400 2,265,400
GO Bonds, 5.00% 12/1/2008
0 1,250,000 1,250,000 Milan, MI, Area Schools, UT AAA/Aaa - 1,484,950 1,484,950
GO Bonds (Series 2000A),
5.75% (Q-SBLF GTD)/(FGIC
INS)/(Original Issue Yield:
5.86%), 5/1/2020
0 4,250,000 4,250,000 Monroe County, MI, PCA, PCR AAA/Aaa - 4,417,450 4,417,450
Bonds (Series A), 6.35%
(Detroit Edison Co.)/(AMBAC
INS), 12/1/2004
300,000 0 300,000 Montague, MI Public School AAA/Aaa 324,588 - 324,588
District, (UT GO), 5.125%
(Financial Security
Assurance, Inc. and Q-SBLF
LOCs)/(Original Issue Yield:
4.60%), 5/1/2006
300,000 0 300,000 Montague, MI Public School AAA/Aaa 322,491 - 322,491
District, (UT GO), 5.125%
(Financial Security
Assurance, Inc. and Q-SBLF
LOCs)/(Original Issue Yield:
4.75%), 5/1/2008
0 1,200,000 1,200,000 Newaygo, MI, Public Schools, AA+/Aa1 - 1,390,920 1,390,920
UT GO Bonds, 5.50% (Q-SBLF
GTD), 5/1/2014
500,000 0 500,000 Northville, MI Public School AAA/Aaa 546,480 - 546,480
District, (UT GO), 5.00%
(FGIC and Q-SBLF
LOCs)/(Original Issue Yield:
5.05%), 5/1/2010
300,000 0 300,000 Novi, MI, (UT GO), 3.25% AAA 308,448 - 308,448
(Orginal Issue Yield: 3.11%),
10/1/2011
0 1,765,000 1,765,000 Oakland County, MI, EDC, LO NR/Aa3 - 2,016,212 2,016,212
Revenue Bonds (Series 1997),
5.50% (Lutheran Social
Services of Michigan)/(First
of America Bank LOC), 6/1/2014
1,000,000 0 1,000,000 Oakland County, MI, EDC, LT NR/#Aaa 1,036,740 - 1,036,740
Obligation Refunding Revenue
Bonds (Series 1994B), 6.375%
(Cranbook Educational
Community)/(United States
Treasury GTD), 11/1/2014
0 1,130,000 1,130,000 Oakland University, MI, AAA/Aaa - 1,212,072 1,212,072
Revenue Bonds, 5.75% (MBIA
Insurance Corp.
INS)/(Original Issue Yield:
5.835%), 5/15/2015
0 1,250,000 1,250,000 Orchard View, MI, Schools, AA+/Aa1 - 1,421,838 1,421,838
School Building & Site Bonds
(Series 2003), 5.00% (Q-SBLF
GTD), 5/1/2010
0 1,000,000 1,000,000 Paw, MI, Public School AA+/Aa1 - 1,173,710 1,173,710
District, School Building &
Site UT GO Bonds, 5.50%
(Q-SBLF GTD)/(Original Issue
Yield: 5.60%), 5/1/2020
275,000 0 275,000 Pewamo Westphalia, MI AAA/Aaa 295,903 - 295,903
Community School District,
(UT GO), 5.00% (FGIC and
Q-SBLF LOCs)/(Original Issue
Yield: 4.55%), 5/1/2006
1,100,000 0 1,100,000 Plymouth-Canton, MI Community AAA/Aaa 1,162,876 - 1,162,876
School District, (UT GP),
4.50% (FGIC and Q-SBLF
LOCs)/(Original Issue Yield:
4.55%), 5/1/2008
500,000 0 500,000 Portage, MI Public Schools, AAA/Aaa 537,570 - 537,570
(UT GO), 4.35% (Financial
Security Assurance, Inc.
LOC)/(Orginal Issue Yield:
4.47%), 5/1/2009
500,000 0 500,000 Portage, MI Public Schools, AAA/Aaa 533,720 - 533,720
(UT GO), 4.45% (Financial
Security Assurance, Inc.
LOC)/(Orginal Issue Yield:
4.57%), 5/1/2012
0 1,625,000 1,625,000 River Rouge, MI, School AAA/Aaa - 1,837,794 1,837,794
District, Refunding UT GO
Bonds, 5.00% (Q-SBLF
GTD)/(FGIC INS), 5/1/2009
1,000,000 0 1,000,000 Rochester, MI Community AAA/Aaa 1,089,990 - 1,089,990
School District, (UT GO),
5.50% (MBIA Insurance Corp.
and Q-SBLF LOCs)/(Original
Issue Yield: 4.65%), 5/1/2006
0 1,155,000 1,155,000 Romeo, MI, Community School AA+/Aa1 - 1,291,937 1,291,937
District, Building & Site UT
GO Bonds, 5.00% (Q-SBLF
GTD)/(Original Issue Yield:
5.12%), 5/1/2012
0 1,170,000 1,170,000 Romulus, MI, Community AAA/Aaa - 1,384,403 1,384,403
Schools, UT GO Bonds, 6.00%
(Q-SBLF GTD)/ (FGIC INS),
5/1/2011 Prerefunded 5/1/2009
@100
1,500,000 0 1,500,000 Roseville, MI School AAA/Aaa 1,601,280 - 1,601,280
District, (UT GO), 4.45%
(Financial Security
Assurance, Inc. and Q-SBLF
LOCs)/(Original Issue Yield:
4.45%), 5/1/2006
5,000,000 0 5,000,000 Saginaw, MI, Hospital Finance A 5,475,250 - 5,475,250
Authority, (Series F), 6.50%
(Origianl Issue Yield:
6.645%), 7/1/2030
0 1,500,000 1,500,000 Saginaw, MI, Hospital Finance AAA/Aaa - 1,720,890 1,720,890
Authority, Refunding Revenue
Bonds (Series 1999E), 5.625%
(Covenant Medical Center,
Inc.)/(MBIA INS), 7/1/2013
0 2,000,000 2,000,000 Saline, MI, Area Schools, UT AA+/Aa1 - 2,375,920 2,375,920
GO Bonds (Series 2000A),
5.75% (Q-SBLF GTD), 5/1/2018
100,000 0 100,000 Saline, MI, Building AAA/Aaa 102,522 - 102,522
Authority, (GO UT), 7.00%
(AMBAC LOC), 7/1/2005
0 1,000,000 1,000,000 Sault Ste Marie, MI, Area AAA/Aaa - 1,121,070 1,121,070
Public Schools, UT GO Bonds,
5.375% (Q-SBLF GTD)/(FGIC
INS)/(Original Issue
Yield:5.65%), 5/1/2019
0 675,000 675,000 South Lyon, MI, Community AA+/Aa1 - 781,157 781,157
School District, UT GO Bonds,
Series A, 5.75% (Q-SBLF
GTD)/(Original Issue Yield:
5.85%), 5/1/2019
1,250,000 0 1,250,000 Trenton, MI Building AAA/Aaa 1,422,875 - 1,422,875
Authority, (UT GO), 5.625%
(AMBAC LOC)/(Original Issue
Yield: 5.73%), 10/1/2021
1,000,000 0 1,000,000 Troy, MI City School AAA/Aa1 1,084,070 - 1,084,070
District, (UT GO), 4.75%
(Q-SBLF LOC)/(Original Issue
Yield: 4.80%), 5/1/2007 (@100)
1,000,000 0 1,000,000 University of Michigan, AA/Aa2 1,106,090 - 1,106,090
(Series A-1), 5.25% (Original
Issue Yield: 4.98%), 12/1/2009
0 1,000,000 1,000,000 Utica, MI, Community Schools, AA+/Aa1 - 1,140,000 1,140,000
School Building & Site UT GO
Bonds, 5.00% (Q-SBLF GTD),
5/1/2012
0 1,000,000 1,000,000 Utica, MI, Community Schools, AAA/Aaa - 1,148,090 1,148,090
UT GO School Building & Site
Refunding Bonds, 5.50%
(Q-SBLF GTD), 5/1/2016
1,375,000 0 1,375,000 Washtenaw Community College, AA/A1 1,424,775 - 1,424,775
MI, (Series A), 4.35%
(Original Issue Yield:
4.35%), 4/1/2005
1,200,000 0 1,200,000 Washtenaw Community College, AA/Aa3 1,288,308 - 1,288,308
MI, (Series A), 4.90%
(Original Issue Yield:
4.90%), 4/1/2006
1,450,000 0 1,450,000 Waterford, MI School AAA/Aa1 1,549,427 - 1,549,427
District, (UT GO), 4.85%
(Q-SBLF LOC)/(Original Issue
Yield: 4.90%), 6/1/2010
0 1,000,000 1,000,000 Waverly, MI, Community AAA/Aaa - 1,158,500 1,158,500
Schools, School Building and
Site UT GO Bonds (Series
2000), 5.75% (FGIC INS),
5/1/2015
0 1,000,000 1,000,000 Wayne County, MI, Building AAA/Aaa - 1,100,720 1,100,720
Authority, LT GO Capital
Improvement Bonds, 5.35%
(MBIA INS)/(Original Issue
Yield: 5.40%), 6/1/2009
900,000 0 900,000 West Bloomfield, MI, School AAA/Aaa 1,066,599 - 1,066,599
District, (GO UT), 5.70%
(FGIC LOC)/(Original Issue
Yield: 5.75%), 5/1/2014
0 1,775,000 1,775,000 West Bloomfield, MI, School AAA/Aaa - 2,022,666 2,022,666
District, Refunding UT GO
Bonds, 5.50% (MBIA Insurance
Corp. INS), 5/1/2015
0 1,000,000 1,000,000 West Branch Rose City, MI, AAA/Aaa - 1,130,650 1,130,650
School District, UT GO Bonds,
5.50% (Q-SBLF GTD)/(FGIC
INS)/(Original Issue Yield:
5.60%), 5/1/2017
0 600,000 600,000 West Ottawa, MI, Public AA+/Aa1 - 634,464 634,464
School District, UT GO Bonds
(Series 2002A), 4.00% (Q-SBLF
GTD), 5/1/2006
0 800,000 800,000 West Ottawa, MI, Public AA+/Aa1 - 857,904 857,904
School District, UT GO Bonds
(Series 2002A), 4.00% (Q-SBLF
GTD), 5/1/2007
0 1,000,000 1,000,000 Western Michigan University, AAA/Aaa - 1,139,230 1,139,230
Revenue Refunding Bonds,
5.00% (MBIA INS), 11/15/2009
0 1,025,000 1,025,000 Whitehall, MI, District AAA/Aaa - 1,174,547 1,174,547
Schools, UT GO Bonds, 5.50%
(Q-SBLF GTD), 5/1/2016
1,000,000 0 1,000,000 Wixon, MI, (UT GO), 4.75% AAA/Aaa 1,016,040 - 1,016,040
(AMBAC LOC)/(Original Issue
Yield: 4.986%), 5/1/2004
(@101)
0 1,710,000 1,710,000 Woodhaven-Brownstown, MI, AAA/Aaa - 1,948,083 1,948,083
School District, UT GO Bonds,
5.375% (Q-SBLF GTD), 5/1/2016
1,700,000 0 1,700,000 Wyandotte, MI Electric Aaa/Aaa 1,904,646 - 1,904,646
Authority, Refunding Revenue
Bonds, 6.25% (MBIA Insurance
Corp. LOC)/(Original Issue
Yield: 6.55%), 10/1/2008
Total Long-Term Municipals 58,369,555 158,953,698 217,323,253
(identified cost $199,867,178)
SHORT-TERM
MUNICIPALS- 0.1%
Puerto Rico
- - 0.1%
0 1,600,000 100,000 Puerto Rico Government AAA/Aaa - 100,000 100,000
Development Bank, Weekly
VRDNs (MBIA INS)/(Credit
Suisse First Boston LIQ) (at
amortized cost)
Total - 100,000 100,000
Mutual Fund- 1.2%
2,753,973 - 2,753,973 Muncipal Obligations Fund, 2,753,973 - 2,753,973
Series IS (identified cost
$2,753,973)
Total 2,753,973 - 2,753,973
Total Investments - 98.9% 61,123,528 159,053,698 220,177,226
(identified cost
$202,721,151)(2)
Other Assets and Liabilities 570,185 2,017,603 2,587,788
- 1.1)%
Total Net Assets - 100% $61,693,713 $161,071,301 $222,765,014
1 Please refer to the Statement of Additional Information for an explanation
of the credit ratings. Current credit ratings are unaudited.
2 The cost of investments for federal tax purposes amounts to $202,721,152
for the Pro Forma Combined.
Note: The categories of investments are shown as a percentage of total net
assets of the Pro Forma Combined at February 29, 2004
The following acronyms are used throughout these portfolios:
AMBAC -American Municipal Bond Assurance Corporation
COL -Collateralized
EDC -Economic Development Commission
FGIC -Financial Guaranty Insurance Company
FSA -Financial Security Assurance
GNMA -Government National Mortgage Association
GO -General Obligation
GTD -Guaranteed
INS -Insured
LIQ -Liquidity Agreement
LO -Limited Obligation
LOC -Letter of Credit
LT -Limited Tax
MBIA -Municipal Bond Insurance Association
PCA -Pollution Control Authority
PCR -Pollution Control Revenue
Q-SBLF -Qualified State Bond Loan Fund
SFM -Single Family Mortgage
UT -Unlimited Tax
VRDNs -Variable Rate Demand Notes
(See Notes to Pro Forma Financial Statements)
Golden Oak Michigan Tax Free Bond Portfolio
Federated Michigan Intermediate Municipal Trust
Pro Forma Combining Statements of Assets and Liabilities
February 29, 2004 (Unaudited)
Golden Oak Federated Pro Forma Pro Forma
Michigan Michigan Adjustment Combined
Tax Free Intermediate
Bond Municipal
Trust
Assets:
Investments in securities, at value $61,123,528 $-
$159,053,698 $220,177,226
Cash - 54,246 - 54,246
Income receivable 817,005 2,371,432 - 3,188,437
Receivable for shares sold - 207,531 - 207,531
Prepaid expenses - 9,810 - 9,810
Total assets 61,940,533 161,696,717 - 223,637,250
Liabilities:
Payable for shares redeemed $- $ 273,319 $- $273,319
Net payable for swap contracts - 76,561 - 76,561
Payable for investment adviser fee 13,084 - - 13,084
Payable for administrative 2,629 - - 2,629
personnel and services fee
Payable for transfer and dividend 3,875 5,866 - 9,741
disbursing agent fees and expenses
Income distribution payable 206,739 260,814 - 467,553
Payable for distribution services 144 - - 144
fee
Payable for shareholder services fee - 8,856 - 8,856
Accrued expenses 20,349 - - 20,349
Total liabilities 246,820 625,416 - 872,236
Net Assets $61,693,713 $-
$161,071,301 $222,765,014
Net Assets Consists of:
Paid in capital $57,132,177 $- 206,412,823
$149,280,646
Net unrealized appreciation of 4,712,374 12,667,140 - 17,379,514
investments and swap contracts
Undistributed net investment income 16 1,744 - 1,760
Accumulated net realized loss on (150,854) (878,229) - (1,029,083)
investments and swap contracts
Total Net Assets $61,693,713 $-
$161,071,301 $222,765,014
Net Assets:
Institutional Shares $61,085,238 $- (a) $-
$(61,085,238)
Class A Shares $608,475 (a)$61,085,238
$161,071,301 $61,085,238
Shares Outstanding:
Institutional Shares 5,894,323 - (5,894,323) (a) -
Class A Shares 58,714 13,853,242 5,245,990 (a) 19,157,946
Net Asset Value Per Share
Institutional Shares $10.36 $- $- $-
Class A Shares $10.36 $11.63 $- $11.63
Offering Price Per Share
Institutional Shares $10.36 $- $- $-
Class A Shares $10.85 * $11.99 ** $- $11.99 **
Redemption Proceeds Per Share
Institutional Shares $10.36 $- $- $-
Class A Shares $10.36 $11.63 $- $11.63
Investments, at identified cost $56,411,154 $-
$146,309,997 $202,721,151
* Computation of offering price per share 100/95.5 of net asset value.
** Computation of offering price per share 100/97.0 of net asset value.
(a) Adjustment to reflect net asset and share balances as a result of the combination.
(See Notes to Pro Forma Financial Statements)
Golden Oak Michigan Tax Free Bond Portfolio
Federated Michigan Intermediate Municipal Trust
Pro Forma Combining Statements of Operations
For the six months ended February 29, 2004 (Unaudited)
Golden Oak Federated Pro Forma Pro Forma
Michigan Michigan Adjustment Combined
Tax Free Intermediate
Bond Municipal Trust
Portfolio
Investment Income:
Interest $1,472,244 $3,337,678 - $4,809,922
Total income 1,472,244 3,337,678 - 4,809,922
Expenses:
Investment adviser fee 155,519 307,393 (31,105) (a) 431,807
Administrative personnel and services fee 53,654 70,424 (29,282) (b) 94,796
Custodian fees 8,226 3,694 (7,445) (c) 4,475
Transfer and dividend disbursing agent 11,304 27,325 (3,000) (d) 35,629
fees and expenses
Directors'/Trustees' fees 323 1,380 (323) (e) 1,380
Auditing fees 6,811 7,030 (6,811) (f) 7,030
Legal fees 2,082 2,513 (2,082) (g) 2,513
Portfolio accounting fees 14,245 28,530 (3,772) (h) 39,003
Distribution services fee - Class A 745 - (745) (i) -
Shares
Shareholder services fee - Class A Shares - 192,120 77,759 (j) 269,879
Share registration costs 17,141 11,654 (13,222) (k) 15,573
Printing and postage 1,423 9,320 (300) (l) 10,443
Insurance premiums 3,917 779 (3,917) (m) 779
Miscellaneous 414 1,269 (337) (n) 1,346
Total expenses 275,804 663,431 (24,582) 914,653
Waivers:
Waiver of investment adviser fee (71,426) (124,849) 34,183 (o) (162,092)
Waiver of administrative personnel and - (7,748) (951) (p) (8,699)
services fee
Waiver of transfer and dividend disbursing agent - (4,500) - (4,500)
fees and expenses
Waiver of shareholder services fee - (138,327) (55,987) (q) (194,314)
Total Waivers (71,426) (275,424) (22,755) (369,605)
Net Expenses 204,378 388,007 (47,337) 545,048
Net investment income $1,267,866 $2,949,671 $47,337 $4,264,874
Realized and Unrealized Gain/(Loss) on Investments and Swap
Contracts:
Net realized gain on investments 80,348 18,876 - 99,224
Net change in unrealized depreciation on - (76,561) - (76,561)
swap contracts
Net change in unrealized appreciation of 1,011,869 6,256,027 - 7,267,896
investments
Net realized and unrealized gain on investments 1,092,217 6,198,342 - 7,290,559
and swap contracts
Change in net assets resulting from $2,360,083 $9,148,013 $47,337 $11,555,433
operations
(See Notes to Pro Forma Financial Statements)
Golden Oak Michigan Tax Free Bond Portfolio
Federated Michigan Intermediate Municipal Trust
Notes to Pro Forma Financial Statements
Six Months Ended February 29, 2004 (Unaudited)
Note 1. Basis of Combination
The accompanying unaudited Pro Forma Combining Portfolios of Investments,
Statements of Assets and Liabilities and Statements of Operations (Pro Forma
Financial Statements) reflect the accounts of Golden Oak(R) Michigan Tax Free
Bond Portfolio and Federated Michigan Intermediate Municipal Trust,
individually referred to as (the "Fund") or collectively as (the "Funds"),
for the six months ended February 29, 2004. These statements have been
derived from the books and records utilized in calculating daily net asset
values at February 29, 2004.
The Pro Forma Financial Statements should be read in conjunction with the
historical financial statements of the Funds which have been incorporated by
reference in the Statement of Additional Information. The Funds follow
generally accepted accounting principles in the United States of America
applicable to management investment companies which are disclosed in the
historical financial statements of each fund.
The Pro Forma Financial Statements give effect to the proposed exchange of
assets of Golden Oak(R) Michigan Tax Free Bond Portfolio for shares of
Federated Michigan Intermediate Municipal Trust. Under generally accepted
accounting principles, Federated Michigan Intermediate Municipal Trust will
be the surviving entity for accounting purposes with its historical cost of
investment securities and results of operations being carried forward.
The Pro Forma Financial Statements have been adjusted to reflect the
anticipated advisory fee arrangement for the surviving entity. Certain other
operating costs have also been adjusted to reflect anticipated expenses of
the combined entity. Other costs which may change as a result of the
reorganization are currently undeterminable.
For the six months ended February 29, 2004, Golden Oak(R) Michigan Tax Free
Bond Portfolio and Federated Michigan Intermediate Municipal Trust paid
investment advisory fees computed at the annual rate of 0.50% and 0.40%,
respectively, as a percentage of average daily net assets.
All costs with respect to the exchange will be borne by Federated Investment
Management Company and CB Capital Management, Inc. or their respective
affiliates.
Note 2. Shares of Beneficial Interest
The Pro Forma Class A Shares net asset value per share assumes the issuance
of 52,319 Shares of Federated Michigan Intermediate Municipal Trust in
exchange for 58,714 Class A Shares of Golden Oak(R) Michigan Tax Free Bond
Portfolio which would have been issued at February 29, 2004 in connection
with the proposed reorganization.
The Pro Forma Institutional Class Shares net asset value per share assumes
the issuance of 5,252,385 Class A Shares of Federated Michigan Intermediate
Municipal Trust in exchange for 5,894,323 Institutional Class Shares of
Golden Oak(R) Michigan Tax Free Bond Portfolio which would have been issued at
February 29, 2004 in connection with the proposed reorganization.
Note 3. Pro Forma Adjustments
(a) Federated Investment Management Company, the Fund's investment adviser
(the "Adviser") receives for its services an annual investment advisory fee
equal to 0.40% of the Funds' average daily net assets. The Adviser may
voluntarily choose to waive a portion of its fee. The Adviser can modify or
terminate this voluntary waiver at any time at its sole discretion.
Adjustment to reflect the investment adviser fee being brought in line based
on combined average daily net assets of both funds.
(b) Federated Administrative Services (FAS), provides the Fund with certain
administrative personnel and services necessary to operate the Fund. The fee
paid to FAS is based on the level of average aggregate daily net assets of
the Federated Funds. FAS may voluntarily choose to waive a portion of its
fee and can modify or terminate its voluntary waiver at anytime at its sole
discretion. Adjustment to reflect the administrative personnel and services
fee being brought in line based on combined average daily net assets of both
funds.
(c) Adjustment to reflect the custodian fees reduction due to the combining
of two portfolios into one.
(d) Federated Services Company (FServ) through its subsidiary, Federated
Shareholder Services Company (FSSC), serves as transfer and dividend
disbursing agent for the Fund. The fee paid to FSSC is based on the number of
share classes and accounts per fund and the level of average aggregate net
assets of the Fund for the period. The adjustment is due to the combining of
two portfolios into one.
(e) Adjustment to reflect the directors'/trustees' fee reduction due to the
combining of two portfolios into one.
(f) Adjustment to reflect the auditing fee reduction due to the combining of
two portfolios into one.
(g) Adjustment to reflect the legal fee reduction due to the combining of
two portfolios into one.
(h) The portfolio accounting fee is based on the level of average daily net
assets of the Fund for the period, plus out-of-pocket expenses. Adjustment
is due to the combining of two portfolios into one.
(i) Adjustment to reflect reduction of Class A Shares distribution services
fee which is no longer applicable.
(j) Adjustment to reflect Class A Shares shareholder services fee after
combination.
(k) Adjustment to reflect the reduction in Share registration costs due to
the combining of two portfolios into one.
(l) Printing and postage expenses are adjusted to reflect estimated savings
to be realized by combining two portfolios into one.
(m) Insurance expenses are adjusted to reflect estimated savings to be
realized by combining two portfolios into one.
(n) Miscellaneous expenses are adjusted to reflect estimated savings to be
realized by combining two portfolios into one.
(o) Adjustment to reflect waiver of investment adviser fee based on combined
average net assets of the two funds.
(p) Adjustment to reflect waiver of administrative personnel and services
fee based on the combined average net assets of the two funds.
(q) Adjustment to reflect waiver of shareholder services fee based on the
combined average net assets of the two funds.
(r) Adjustment to reflect waiver of transfer and dividend disbursing agent
fees and expenses based on the combined average net assets of funds.
- ---------------------------------------------------------------------------------------------------------------------------------
Golden Oak Michigan Tax Free Bond Portfolio
Federated Michigan Intermediate Municipal Trust
Pro Forma Combining Portfolios of Investments
August 31, 2003 (Unaudited)
- ---------------------------------------------------------------------------------------------------------------------------------
Golden Oak Federated Pro Credit Golden Oak Federated Pro Forma
Michigan Michigan Forma Rating1 Michigan Michigan Combined
Tax Free Intermediate Combined Tax Free Intermediate
Bond Portfolio Municipal Bond Portfolio Municipal Trust
Trust
Long-Term Municipals -
97.5%
Michigan -
97.5%
$- $1,020,000 $1,020,000 Allen Park, MI, Public AAA/Aaa $- $1,033,413 $1,033,413
School District,
School Building & Site
UT GO Bonds, 3.00%
(Q-SBLF GTD), 5/1/2008
365,000 - 365,000 Anchor Bay, MI School AAA/Aaa 422,484 - 422,484
District, (Series II),
6.125% (Q-SBLF
LOC)/(Original Issue
Yield: 5.15%), 5/1/2011
- 500,000 500,000 Anchor Bay, MI, School AAA/Aaa - 550,050 550,050
District, Refunding UT
GO Bonds (Series III),
5.50% (Q-SBLF GTD),
5/1/2014
- 1,000,000 1,000,000 Anchor Bay, MI, School AAA/Aaa - 1,081,900 1,081,900
District, Refunding UT
GO Bonds (Series III),
5.50% (Q-SBLF GTD),
5/1/2017
- 1,070,000 1,070,000 Anchor Bay, MI, School AAA/Aaa - 1,223,877 1,223,877
District, Refunding UT
GO Bonds (Series
1999I), 5.75% (FGIC
INS)/(Original Issue
Yield: 5.80%), 5/1/2014
250,000 - 250,000 Big Rapids, MI Public AAA/Aaa 274,088 - 274,088
School District, (GO
UT), 7.30% (FGIC and
Q-SBLF LOCs)/(Original
Issue Yield: 5.15%),
5/1/2005
1,500,000 - 1,500,000 Bishop, MI A/NR 1,452,015 - 1,452,015
International Airport
Authority, (Series B),
5.125% (Original Issue
Yield: 5.25%),
12/1/2017
- 1,090,000 1,090,000 Boyne City, MI, Public AAA/Aaa - 1,201,529 1,201,529
School District, UT GO
Bonds, 5.60% (FGIC
INS)/(Original Issue
Yield: 5.70%), 5/1/2014
- 1,215,000 1,215,000 Bridgeport Spaulding, AAA/Aaa - 1,330,121 1,330,121
MI, Community School
Disrtict, UT GO Bonds,
5.50% (Q-SBLF GTD),
5/1/2015
- 1,125,000 1,125,000 Brighton Township, MI, AAA/Aaa - 1,159,402 1,159,402
LT GO Sanitary Sewer
Drainage District,
5.25% (FSA
INS)/(Original Issue
Yield: 5.68%),
10/1/2020
- 2,050,000 2,050,000 Caledonia, MI, AAA/Aaa - 2,188,785 2,188,785
Community Schools, UT
GO Bonds, 5.40%
(Q-SBLF GTD)/(Original
Issue Yield: 5.48%),
5/1/2018
860,000 - 860,000 Central Michigan AAA/Aaa 953,663 - 953,663
University, Refunding
Revenue Bonds, 5.20%
(FGIC LOC)/(Original
Issue Yield5.227%),
10/1/2009
- 1,775,000 1,775,000 Charles Stewart Mott AAA/Aaa - 1,910,734 1,910,734
Community College, MI,
Building & Improvement
UT GO Bonds, 5.50%
(FGIC INS)/(Original
Issue Yield: 5.63%),
5/1/2018
- 1,070,000 1,070,000 Charlevoix, MI, Public AAA/Aaa - 1,151,117 1,151,117
School District,
Refunding UT GO Bonds,
5.25% (Q-SBLF GTD),
5/1/2014
- 1,245,000 1,245,000 Charlevoix, MI, Public AAA/Aaa - 1,327,469 1,327,469
School District,
Refunding UT GO Bonds,
5.25% (Q-SBLF GTD),
5/1/2016
- 1,690,000 1,690,000 Chippewa Valley, MI AAA/Aaa - 1,858,087 1,858,087
Schools, Refunding UT
GO Bonds, 5.00%
(Q-SBLF GTD), 5/1/2016
- 1,775,000 1,775,000 Chippewa Valley, MI AAA/Aaa - 1,943,181 1,943,181
Schools, School
Building & Site
Refunding Bonds, 5.50%
(Q-SBLF GTD), 5/1/2015
- 1,000,000 1,000,000 Cornell Township MI, BBB/Baa2 - 1,014,000 1,014,000
Economic Development
Corp., Refunding
Revenue Bonds, 5.875%
(MeadWestvaco Corp.),
5/1/2018
- 2,665,000 2,665,000 Detroit, MI, City AAA/Aaa - 2,998,924 2,998,924
School District, UT GO
Bonds (Series 2001A),
5.50% (Q-SBLF GTD),
5/1/2009
- 1,335,000 1,335,000 Detroit, MI, Refunding AAA/Aaa - 1,472,745 1,472,745
UT GO Bonds, 5.75%
(FSA INS), 04/1/2010
500,000 - 500,000 Detroit, MI Water AAA/Aaa 549,615 - 549,615
Supply System, (Series
A), 5.10% (MBIA
Insurance Corp.
LOC)/(Original Issue
Yield: 5.20%), 7/1/2007
1,000,000 - 1,000,000 Detroit, MI Water AAA/Aaa 1,143,830 - 1,143,830
Supply System, (Series
A), 5.75% (FGIC
LOC)/(Original Issue
Yield: 5.84%), 7/1/2019
200,000 - 200,000 Detroiy, MI, UT GO AAA/Aaa 204,396 - 204,396
Bonds, 5.00% (AMBAC
INS)/(Original Issue
Yield: 5.10%), 5/1/2003
1,000,000 - 1,000,000 Detroiy, MI, UT GO AAA/Aaa 1,110,880 - 1,110,880
Bonds, 5.25% (AMBAC
INS)/(Original Issue
Yield: 5.29%), 5/1/2008
- 1,000,000 1,000,000 Detroit, MI, UT GO AAA/Aaa - 1,020,200 1,020,200
Bonds (Series 1999A),
5.00% (FSA
INS)/(Original Issue
Yield: 5.16%), 4/1/2019
- 1,000,000 1,000,000 Detroit, MI, UT GO AAA/Aaa - 1,071,690 1,071,690
Bonds (Series
2001A-1), 5.375% (MBIA
INS), 4/1/2017
- 1,000,000 1,000,000 Detroit/Wayne County, AAA/Aaa - 1,084,920 1,084,920
MI, Stadium Authority,
Revenue Bonds, 5.25%
(FGIC INS)/(Original
Issue Yield: 5.55%),
2/1/2011
- 1,000,000 1,000,000 Dickinson County, MI, BBB/Baa2 - 1,023,090 1,023,090
EDC, Refunding
Environmental
Improvement Revenue
Bonds (Series 2002A),
5.75% (International
Paper Co.) 06/1/2016
- 1,925,000 1,925,000 East Grand Rapids, MI, AAA/Aaa - 2,061,482 2,061,482
Public School
District, Refunding UT
GO Bonds (Series
2001), 5.50% (Q-SBLF
GTD), 5/01/2019
315,000 - 315,000 East Lansing, MI, AA/A1 315,580 - 315,580
(Series B), 4.85%
(Original Issue Yield:
4.849%), 10/1/2007
- 1,000,000 1,000,000 Ecorse, MI, Public AAA/Aaa - 1,079,810 1,079,810
School District, UT GO
Bonds, 5.50%
(FGIC)/(Original Issue
Yield: 5.59%), 5/1/2017
1,100,000 - 1,100,000 Farmington, MI Public AAA/Aaa 1,150,402 - 1,150,402
School District, UT GO
Bonds, 4.00% (Q-SBLF
LOC)/(Original Issue
Yield: 4.27%), 5/1/2009
- 1,120,000 1,120,000 Ferndale, MI, AAA/Aaa - 1,207,192 1,207,192
Refunding UT GO Bonds,
4.50% (FGIC INS),
4/1/2008
- 2,160,000 2,160,000 Ferndale, MI, School AAA/Aaa - 2,303,078 2,303,078
District, Refunding UT
GO Bonds, 5.25%
(Q-SBLF GTD), 5/1/2016
675,000 - 675,000 Ferris State AAA/Aaa 754,360 - 754,360
University of
Michigan, Refunding
Revenue Bonds, 5.40%
(AMBAC LOC)/(Original
Issue Yield: 5.45%),
10/1/2009
1,040,000 - 1,040,000 Flint, MI EDA, UT GO AAA/Aaa 1,048,310 - 1,048,310
Bonds, 6.00% (MBIA
Insurance Corp.
LOC)/(Original Issue
Yield: 4.75%),
11/1/2003
- 2,000,000 2,000,000 Forest Hills, MI, NR/Aa2 - 2,087,140 2,087,140
Public School, UT GO
Bonds, 5.25% (Original
Issue Yield: 5.50%),
5/1/2019
- 250,000 250,000 Garden City, MI, AAA/Aaa - 260,057 260,057
School District, UT GO
Refunding Bonds, 5.90%
(FSA INS), 5/1/2005
- 565,000 565,000 Garden City, MI, AAA/Aaa - 587,962 587,962
School District, UT GO
Refunding Bonds, 6.00%
(FSA INS), 5/1/2006
- 515,000 515,000 Garden City, MI, AAA/Aaa - 536,290 536,290
School District, UT GO
Refunding Bonds, 6.10%
(FSA INS), 5/1/2007
200,000 - 200,000 Grand Rapids, MI, AAA/Aaa 211,104 - 211,104
6.60% (MBIA Insurance
Corp. LOC)/(Original
Issue Yield: 6.70%),
6/1/2008
- 1,000,000 1,000,000 Harper Creek, MI, AAA/Aaa - 1,019,750 1,019,750
Community School
District, UT GO Bonds,
5.125% (Q-SBLF
GTD)/(Original Issue
Yield:5.21%), 5/1/2021
- 1,000,000 1,000,000 Hartland, MI, AAA/Aaa - 1,077,070 1,077,070
Consolidated School
District, Refunding UT
GO Bonds, 5.375%
(Q-SBLF GTD), 5/1/2016
- 1,650,000 1,650,000 Hartland, MI, AAA/Aaa - 1,873,525 1,873,525
Consolidated School
District, Refunding UT
GO Bonds, 5.75%
(Q-SBLF GTD), 5/1/2010
- 1,315,000 1,315,000 Hazel Park, MI, School AAA/Aaa - 1,406,708 1,406,708
District, UT GO Bonds,
5.00% (Q-SBLF GTD),
5/1/2013
- 1,660,000 1,660,000 Hemlock, MI, Public AAA/Aaa - 1,787,289 1,787,289
School District, UT GO
Bonds, 5.50% (Q-SBLF
GTD), 5/1/2018
1,000,000 - 1,000,000 Howell, MI Public AAA/Aaa 1,032,190 - 1,032,190
Schools, UT GO Bonds,
5.00% (FGIC and Q-SBLF
LOCs)/(Original Issue
Yield:5.10%), 5/1/2008
- 1,375,000 1,375,000 Howell, MI, Public AAA/Aaa - 1,479,142 1,479,142
Schools, Refunding UT
GO Bonds (Series
2001), 5.25% (Q-SBLF
GTD), 5/1/2014
1,575,000 - 1,575,000 Howell, MI Public AAA/Aaa 1,658,003 - 1,658,003
Schools, UT GO Bonds,
5.25% ( Q-SBLF
LOCs)/(Original Issue
Yield: 4.89%), 5/1/2017
- 2,000,000 2,000,000 Howell, MI, Public AAA/Aaa - 2,300,580 2,300,580
Schools, UT GO Bonds,
5.875% (Q-SBLF, United
States Treasury GTD
and MBIA
INS)/(Original Issue
Yield: 5.95%), 5/1/2022
250,000 - 250,000 Iron Mountain, MI, UT AAA/Aaa 253,890 - 253,890
GO Bonds, 5.00% (AMBAC
INS), 11/1/2001
1,575,000 - 1,575,000 Jenison, MI Public AAA/Aaa 1,732,028 - 1,732,028
Schools, UT GO Bonds,
5.25% (FGIC
LOC)/(Original Issue
Yield: 4.56%), 5/1/2011
- 2,000,000 2,000,000 Jackson County, MI, AAA/Aaa - 2,163,260 2,163,260
Public Schools, UT GO
Bonds, 5.60% (Q-SBLF
GTD)/ (FGIC
INS)/(Original Issue
Yield: 5.70%), 5/1/2019
- 1,350,000 1,350,000 Kalamazoo, MI, City AAA/Aaa - 1,435,793 1,435,793
School District,
Building & Site UT GO
Bonds, 5.00% (FSA
INS), 5/1/2013
1,000,000 - 1,000,000 Kalamazoo, MI Hospital AAA/Aaa 1,029,470 - 1,029,470
Finance Authority,
(Borgess Medical
Center Series A)
Revenue Bonds, 5.00%
(AMBAC LOC)/(Original
Issue Yield: 5.10%)
500,000 - 500,000 Kent County, MI AAA/Aaa 528,285 - 528,285
Building Authority, GO
LT, 5.00% (Original
Issue Yield:5.10%),
12/1/2006
500,000 - 500,000 Kent County, MI AAA/Aaa 528,900 - 528,900
Building Authority, GO
LT, 5.10% (Original
Issue Yield:5.20%),
12/1/2007
- 1,000,000 1,000,000 Kent Hospital Finance AA/Aa3 - 1,056,350 1,056,350
Authority, MI, Revenue
Bonds, 5.50% (Spectrum
Health), 01/15/2015
- 1,500,000 1,500,000 Kentwood, MI, Public AA-/Aa2 - 1,525,245 1,525,245
Schools, UT GO Bonds,
4.00%, 5/1/2011
- 1,925,000 1,925,000 Lake Fenton, MI, AAA/Aaa - 2,082,657 2,082,657
Community Schools, UT
GO Bonds, 5.50%
(Q-SBLF GTD), 5/1/2017
1,000,000 - 1,000,000 Lake Orion, MI School AAA/Aaa 1,142,120 - 1,142,120
District, (Series A)
GO UT, 5.75% (Original
Issue Yield: 5.89%),
5/1/2015
- 1,700,000 1,700,000 Lake Superior State AAA/Aaa - 1,798,872 1,798,872
University, MI,
Geberal Revunue Bonds,
5.50% (AMBAC INS),
11/15/2021
- 1,500,000 1,500,000 Lakeshore, MI, Public Schools, - 1,623,795 1,623,795
UT GO Bonds, 5.70% (Q-SBLF,
United States Treasury GTD and
MBIA INS)/(Original Issue
Yield:5.92%), 5/1/2016
- 1,000,000 1,000,000 Lanse Creuse, MI, AAA/Aaa - 1,078,910 1,078,910
Public Schools, UT GO
Bonds (Series 2000),
5.40% (Q-SBLF
GTD)/(FGIC
INS)/(Original Issue
Yield:5.50%), 5/1/2016
250,000 - 250,000 Lansing, MI Tax AA+/A1 250,950 - 250,950
Increment, GO LT,
6.10%, 10/1/2003
115,000 - 115,000 Lincoln, MI AAA/Aaa 120,206 - 120,206
Consolidated School
District, UT GO Bonds,
5.75% (Q-SBLF LOC),
5/1/2009
250,000 - 250,000 Livonia, MI Municipal AA/A1 258,540 - 258,540
Building Authority, GO
LT, 5.75%, 6/1/2004
- 1,000,000 1,000,000 Madison, MI, District AAA/Aaa - 1,091,020 1,091,020
Public Schools,
Refunding UT GO Bonds,
5.50% (Q-SBLF
GTD)/(FGIC INS),
05/1/2015
- 1,000,000 1,000,000 Marquette, MI, AAA/Aaa - 1,058,370 1,058,370
Hospital Finance
Authority, Hospital
Revenue Refunding
Bonds (1996 Series D),
5.30% (Marquette
General Hospital,
MI)/(FSA INS), 4/1/2005
- 2,000,000 2,000,000 Mattawan, MI, AAA/Aaa - 2,184,720 2,184,720
Consolidated School
District, UT GO Bonds,
5.65% (Q-SBLF
GTD)/(FSA
INS)/(Original Issue
Yield: 5.67%), 5/1/2018
- 1,350,000 1,350,000 Michigan Higher AAA/Aaa - 1,420,578 1,420,578
Education Student Loan
Authority, Student
Loan Revenue Bonds,
(Series XVII-A), 5.65%
(AMBAC LOC), 6/1/2010
1,000,000 - 1,000,000 Michigan Municipal AAA/Aaa 1,023,120 - 1,023,120
Bond Authority,
Pollution Control
Revenue Bonds, 5.15%,
10/1/2008
810,000 - 810,000 Michigan Municipal AAA/Aa1 897,707 - 897,707
Bond Authority,
Revenue Bonds, 5.50%
(State Revolving
Fund), 10/1/2006
- 1,500,000 1,500,000 Michigan Municipal AAA/Aaa - 1,678,800 1,678,800
Bond Authority,
Revenue Bonds, 5.75%
(Clean Water Revolving
Fund), 10/1/2007
- 1,000,000 1,000,000 Michigan Municipal AAA/Aaa - 1,160,920 1,160,920
Bond Authority,
Revenue Bonds, 5.75%
(Clean Water Revolving
Fund), 10/1/2015
- 1,455,000 1,455,000 Michigan Municipal AAA/Aaa - 1,617,654 1,617,654
Bond Authority,
Revenue Bonds, 5.25%
(Drinking Water
Revolving Fund),
10/1/2007
- 2,190,000 2,190,000 Michigan Municipal AAA/Aaa - 2,527,282 2,527,282
Bond Authority,
Revenue Bonds, 5.625%
(Drinking Water
Revolving Fund),
10/1/2013
250,000 - 250,000 Michigan Municipal AAA/Aa1 254,660 - 254,660
Bond Authority,
Revenue Refunding
Bonds, 6.50% (Q-SBLF
LOC)/(Original Issue
Yield: 6.60%), 5/1/2007
- 2,500,000 2,500,000 Michigan Public Power AAA/Aaa - 2,754,875 2,754,875
Agency, Belle River
Project Refunding
Revenue Bonds (Series
2002A), 5.25% (MBIA
INS), 1/1/2010
500,000 - 500,000 Michigan Public Power AAA/Aaa 541,450 - 541,450
Agency, Campbell
Project (Series A),
5.50% (AMBAC LOC),
1/1/2006
1,100,000 - 1,100,000 Michigan State AA+/Aa1 1,111,572 - 1,111,572
Building Authority,
(Series I), 4.75%
(Original Issue Yield:
4.98%), 10/15/2018
- 1,000,000 1,000,000 Michigan State AA+/Aa1 - 1,072,310 1,072,310
Building Authority,
Facilities Program
Refunding Revenue
Bonds (Series 2001),
5.50%, 10/15/2019
- 1,000,000 1,000,000 Michigan State AA+/Aa1 - 1,054,350 1,054,350
Building Authority,
Facilities Program
Revenue Bonds (Series
2001), 5.125%,
10/15/2016
- 2,270,000 2,270,000 Michigan State AA+/Aa2 - 2,566,235 2,566,235
Building Authority,
State Police
Communications Revenue
Bonds, 5.50% 10/1/2008
- 1,000,000 1,000,000 Michigan State AAA/Aaa - 1,100,880 1,100,880
Comprehensive
Transportation Board,
Revenue Bonds (Series
2002B), 5.00% (FSA
INS), 5/15/2008
1,000,000 - 1,000,000 Michigan State NR/A1 1,023,770 - 1,023,770
Hospital Finance
Authority, (Series A),
5.00% (McLaren
Obligated
Group)/(Original Issue
Yield: 5.05%),
10/15/2004
600,000 - 600,000 Michigan State A-/A1 640,386 - 640,386
Hospital Finance
Authority, (Series A),
5.10% (Henry Ford
Health System,
MI)/(Original Issue
Yield: 5.20%),
5/15/2006
750,000 - 750,000 Michigan State NR/A1 767,745 - 767,745
Hospital Finance
Authority, (Series A),
5.20% (McLaren
Obligated
Group)/(Original Issue
Yield: 5.25%),
10/15/2006
60,000 - 60,000 Michigan State AAA/Aaa 62,108 - 62,108
Hospital Finance
Authority, (Series P),
4.90% (MBIA Insurance
Corp.)/(Original Issue
Yield: 5.10%),
08/15/2003
940,000 - 940,000 Michigan State AAA/Aaa 972,900 - 972,900
Hospital Finance
Authority, (Series P),
4.90% (MBIA Insurance
Corp.)/(Original Issue
Yield: 5.10%),
08/15/2003
- 1,500,000 1,500,000 Michigan State A-/A1 - 1,573,890 1,573,890
Hospital Finance
Authority, Hospital
Refunding Revenue
Bonds (Series 2003A),
5.50% (Henry Ford
Health System, MI),
3/1/2013
- 1,000,000 1,000,000 Michigan State A/A1 - 1,049,090 1,049,090
Hospital Finance
Authority, Hospital
Refunding Revenue
Bonds, 5.75% (Sparrow
Obligated Group, MI),
11/15/2016
1,000,000 - 1,000,000 Michigan State AAA/Aaa 1,015,260 - 1,015,260
Hospital Finance
Authority, Refunding
Revenue Bonds, 4.40%
(MBIA Insurance Corp.
LOC)/(Original Issue
Yield: 4.45%)
02/15/2004
2,180,000 - 2,180,000 Michigan State AAA/Aaa 2,323,705 - 2,323,705
Hospital Finance
Authority, Refunding
Revenue Bonds, 5.00%
(AMBAC LOC)/(Original
Issue Yield: 4.70%)
08/15/2005
750,000 - 750,000 Michigan State AAA/Aaa 770,782 - 770,782
Hospital Finance
Authority, Refunding
Revenue Bonds, 5.00%
(AMBAC LOC)/(Original
Issue Yield: 4.85%)
05/15/2005
1,000,000 - 1,000,000 Michigan State BBB/NR 986,070 - 986,070
Hospital Finance
Authority, Refunding
Revenue Bonds, 5.00%,
05/15/2008
480,000 - 480,000 Michigan State AAA/Aaa 531,106 - 531,106
Hospital Finance
Authority, Refunding
Revenue Bonds, 5.20%
(MBIA Insurance Corp.
LOC)/(Original Issue
Yield: 5.199%),
11/15/2007
450,000 - 450,000 Michigan State AAA/Aaa 498,402 - 498,402
Hospital Finance
Authority, Refunding
Revenue Bonds, 5.30%
(MBIA Insurance Corp.
LOC)/(Original Issue
Yield: 5.299%),
11/15/2006
450,000 - 450,000 Michigan State AAA/Aaaa 489,699 - 489,699
Hospital Finance
Authority, Refunding
Revenue Bonds, 5.40%
(MBIA Insurance Corp.
LOC)/(Original Issue
Yield: 5.399%),
11/15/2006
1,400,000 - 1,400,000 Michigan State AAA/Aaa 1,570,660 - 1,570,660
Hospital Finance
Authority, Refunding
Revenue Bonds, 5.50%
(FSA LOC)/(Original
Issue Yield: 4.95%),
06/01/2008
- 1,000,000 1,000,000 Michigan State AAA/Aaa - 1,046,600 1,046,600
Hospital Finance
Authority, Refunding
Revenue Bonds (Series
1998A0, 4.90% (St,
John Hospital,
MI)/(AMBAC
INS)/(Original Issue
Yield: 5.05%),
05/15/2013
- 1,300,000 1,300,000 Michigan State A+/A2 - 1,343,238 1,343,238
Hospital Finance
Authority, Refunding
Revenue Bonds (Series
2002A), 5.50%
(Crittenton Hospital,
MI), 3/1/2016
- 1,175,000 1,175,000 Michigan State AA-/Aa3 - 1,263,149 1,263,149
Hospital Finance
Authority, Refunding
Revenue Bonds (Series
A), 6.00% (Trinity
Healthcare Credit
Group)/(Original Issue
Yield:6.14%), 12/1/2020
- 1,000,000 1,000,000 Michigan State NR/A1 - 1,019,430 1,019,430
Hospital Finance
Authority, Revenue &
Refunding Bonds
(Series 1998A), 5.10%
(McLaren Health Care
Corp.)/(Original Issue
Yield:5.15%), 6/1/2013
- 2,000,000 2,000,000 Michigan State AAA/Aaa - 2,174,460 2,174,460
Hospital Finance
Authority, Revenue
Bonds (Series 1993P),
5.375% (Sisters of
Mercy Health
System)/(MBIA
INS)/(Original Issue
Yield: 5.55%),
8/15/2014
- 1,325,000 1,325,000 Michigan State NR/Aa2 - 1,416,544 1,416,544
Hospital Finance
Authority, Revenue
Bonds (Series 1997W),
5.00% (Mercy Health
Services)/(original
Issue Yield: 5.26%),
8/15/2011
- 2,000,000 2,000,000 Michigan State AAA/Aaa - 2,226,440 2,226,440
Hospital Finance
Authority, Revenue
Bonds (Series 1999A),
6.00% (Ascension
Health Credit
Group)/(MBIA INS),
11/15/2011
- 1,000,000 1,000,000 Michigan State Housing AAA/Aaa - 1,019,830 1,019,830
Development Authority,
(Series A) Rental
Housing Revenue Bonds,
5.55% (MBIA INS),
04/1/2004
- 575,000 575,000 Michigan State Housing NR/Aaa - 602,600 602,600
Development Authority,
LO Multifamily Housing
Revenue Refunding
Bonds (Series 2000A),
6.30% (Oakbrook Villa
Townhomes)/(GNMA COL
Home Mortgage Program
GTD), 07/20/2019
- 500,000 500,000 Michigan State Housing AA+/NR - 508,140 508,140
Development Authority,
Revenue Bonds (Series
A), 5.90%, 12/1/2005
- 1,000,000 1,000,000 Michigan State Housing AA+/NR - 1,046,800 1,046,800
Development Authority,
Revenue Bonds (Series
E), 5.55%, 12/1/2007
160,000 - 160,000 Michigan State Housing AAA/Aaa 162,708 - 162,708
Development Authority,
Revenue Bonds, 6.50%
(Greenwood Village
Project)/(FSA LOC ),
9/15/2007
- 1,000,000 1,000,000 Michigan State Housing AAA/Aaa - 1,023,600 1,023,600
Development Authority,
SFM Revenue Bonds
(Series 2001A), 5.30%
(MBIA INS), 12/1/2016
- 1,000,000 1,000,000 Michigan State Trunk AAA/Aaa - 1,078,390 1,078,390
Line, Revenue Bonds
(Series 2001A), 5.50%
(FSA INS), 11/1/2018
- 3,000,000 3,000,000 Michigan State, AAA/Aaa - 3,319,020 3,319,020
Refunding UT GO Bonds,
5.00% 12/1/2007
- 2,000,000 2,000,000 Michigan State, AAA/Aaa - 2,222,040 2,222,040
Refunding UT GO Bonds,
5.00% 12/1/2008
400,000 - 400,000 Michigan State South AAA/Aaaa 436,832 - 436,832
Central Power Agency,
Refunding Revenue
Bonds, 5.80% (MBIA
Insurance Corp.
LOC)/(Original Issue
Yield: 5.90%),
11/1/2005
1,105,000 - 1,105,000 Michigan Strategic NR/Aa3 1,166,593 - 1,166,593
Fund, (series A),
5.40% (First of
American Bank
LOC)/(Original Issue
Yield: 5.399%),
8/1/2007
1,065,000 - 1,065,000 Michigan Strategic NR/Aa3 1,128,176 - 1,128,176
Fund, (series A),
5.50% (First of
American Bank
LOC)/(Original Issue
Yield: 5.499%),
8/1/2007
350,000 250,000 600,000 Michigan Strategic BBB/Baa1 376,492 269,095 645,587
Fund, LT Obligation
Revenue Refunding
Bonds (Series A),
7.10% (Ford Motor
Co.)/(Original Issue
Yield:7.127%), 2/1/2006
- 500,000 500,000 Michigan Strategic A-/NR - 494,900 494,900
Fund, LO Revenue Bonds
(Series 1998), 5.30%
(Porter Hills
Presbyterian Village,
Inc.)/(Original Issue
Yield:5.422%), 7/1/2018
- 1,250,000 1,250,000 Milan, MI, area AAA/Aaa - 1,425,738 1,425,738
Schools, UT GO Bonds
(Series 2000A), 5.75%
(Q-SBLF GTD)/(FGIC
INS)/(Original Issue
Yield: 5.86%), 5/1/2020
- 4,250,000 4,250,000 Monroe County, MI, AAA/Aaa - 4,508,995 4,508,995
PCA, PCR Bonds (Series
A), 6.35% (Detroit
Edison Co.)/(AMBAC
INS), 12/1/2004
300,000 - 300,000 Montague, MI, Public AAA/Aaa 325,446 - 325,446
School District,
Refunding UT GO Bonds,
5.125% (FSA and Q-SBLF
LOCs)/(Original Issue
Yield:4.60%), 5/1/2006
300,000 - 300,000 Montague, MI, Public AAA/Aaa 321,402 - 321,402
School District,
Refunding UT GO Bonds,
5.125% (FSA and Q-SBLF
LOCs)/(Original Issue
Yield:4.75%), 5/1/2008
- 1,005,000 1,005,000 Montague, MI, Public AAA/Aaa - 1,094,958 1,094,958
School District,
Refunding UT GO Bonds,
5.50% (Q-SBLF GTD),
5/1/2015
- 1,200,000 1,200,000 Newaygo, MI, Public AAA/Aaa - 1,312,872 1,312,872
Schools, UT GO Bonds,
5.50% (Q-SBLF GTD),
5/1/2014
500,000 - 500,000 Northville, MI Public AAA/Aaa 538,160 - 538,160
School District, UT
GO, 5.00% (FGIC and
Q-SBLF LOCs)/(Original
Issue Yield: 5.05%),
5/1/2010
- 1,765,000 1,765,000 Oakland County, MI, NR/Aa3 - 1,829,493 1,829,493
EDC, LO Revenue Bonds
(Series 1997), 5.50%
(Lutheran Social
Services of
Michigan)/(First of
America Bank LOC),
6/1/2014
1,000,000 - 1,000,000 Oakland County, MI NR/Aaa 1,060,530 - 1,060,530
EDC, LT Obligation
Refunding Revenue
Bonds (Series 1994B),
6.375% (Cranbrook
Educational
Community)/(United
States Treasury GTD),
11/1/2014
- 1,130,000 1,130,000 Oakland University, AAA/Aaa - 1,221,733 1,221,733
MI, Revenue Bonds,
5.75% (MBIA
INS)/(Original Issue
Yield: 5.835%),
5/15/2015
- 1,140,000 1,140,000 Okemos, MI, Public AAA/Aaa - 1,238,656 1,238,656
School District,
Refunding UT GO Bonds,
4.75% (Q-SBLF INS),
5/1/2009
- 1,000,000 1,000,000 Paw Paw, MI Public AAA/Aaa - 1,063,060 1,063,060
School District,
School Building & Site
UT GO Bonds, 5.50%
(Q-SBLF GTD)/(Original
Issue Yield: 5.60%),
5/1/2020
275,000 - 275,000 Pewamo Westphalia, MI AAA/Aaa 297,437 - 297,437
Community School
District, UT GO, 5.00%
(FGIC and Q-SBLF
LOCS)/(Original Issue
Tield: 4.55%), 5/1/2006
1,100,000 - 1,100,000 Plymouth-Canton, MI AAA/Aaa 1,131,592 - 1,131,592
Community School
District, UT GO, 4.50%
(FGIC and Q-SBLF
LOCs)/(Original Issue
Yield: 4.55%), 5/1/2008
500,000 - 500,000 Portage, MI Public AAA/Aaa 515,660 - 515,660
Schools, UT GO, 4.35%
(FSA LOC)/(Original
Issue Yield: 4.47%),
5/1/2008
500,000 - 500,000 Portage, MI Public AAA/Aaa 513,310 - 513,310
Schools, UT GO, 4.35%
(FSA LOC)/(Original
Issue Yield: 4.47%),
5/1/2008
- 1,625,000 1,625,000 River Rouge, MI, AAA/Aaa - 1,786,623 1,786,623
School District,
Refunding UT GO Bonds,
5.00% (Q-SBLF
GTD)/(FGIC INS),
5/1/2009
1,000,000 - 1,000,000 Rochester, MI AAA/aaa 1,094,500 - 1,094,500
Community school
District, UT GO, 5.50%
(MBIA Insurance Corp.
and Q-SBLF
LOCs)/(Original Issue
Yield: 4.65%), 5/1/2006
- 1,155,000 1,155,000 Romeo, MI, Community AAA/Aaa - 1,228,805 1,228,805
School District,
Building & Site UT GO
Bonds, 5.00% (Q-SBLF
GTD)/(Original Issue
Yield: 5.12%), 5/1/2012
- 1,170,000 1,170,000 Romulus, MI, Community AAA/Aaa - 1,353,421 1,353,421
Schools, UT GO Bonds,
6.00% (FGIC INS),
5/1/2011
1,500,000 - 1,500,000 Roseville, MI School AAA/Aaa 1,601,085 - 1,601,085
District, UT GO ,
4.45% (FSA and Q-SBLF
LOCs)/(Original Issue
Yield: 4.45%), 5/1/2006
- 1,500,000 1,500,000 Saginaw, MI, Hospital AAA/Aaa - 1,617,135 1,617,135
Finance Authority,
Refunding Revenue
Bonds (Series 1999E),
5.625% (Covenant
Medical Center,
Inc.)/(MBIA INS),
7/1/2013
5,000,000 - 5,000,000 Saginaw, MI, Hospital A/NR 5,275,000 - 5,275,000
Finance Authority,
(Series F), 6.50%
(Original Issue
Yield:6.645%), 7/1/2030
- 2,000,000 2,000,000 Saline, MI, Area AAA/Aaa - 2,281,180 2,281,180
Schools, UT GO Bonds
(Series 2000A), 5.75%
(Prerefunded and
Q-SBLF GTDs), 5/1/2018
100,000 - 100,000 Saline, MI Building AAA/Aaa 102,721 - 102,721
Authority, (GO UT),
7.00% (AMBAC LOC),
7/1/2005
- 1,000,000 1,000,000 Sault Ste Marie, MI, AAA/Aaa - 1,051,380 1,051,380
Area Public Schools,
UT GO Bonds, 5.375%
(Q-SBLF GTD)/(FGIC
INS)/(Original Issue
Yield:5.65%), 5/1/2019
- 675,000 675,000 South Lyon, MI, AAA/Aaa - 741,380 741,380
Community School
District, UT GO Bonds,
Series A, 5.75%
(Q-SBLF GTD)/(Original
Issue Yield: 5.85%),
5/1/2019
1,250,000 - 1,250,000 Trenton, MI City AAA/Aaa 1,337,200 - 1,337,200
School District, UT
GO, 5.625% (AMBAC
LOC)/(Original Issue
Yield: 5.73%),
10/1/2021
1,000,000 - 1,000,000 Troy, MI City School AAA/Aa1 1,069,480 - 1,069,480
District, UT GO Bonds,
4.75% (Q-SBLF
LOC)/(Original Issue
Yield: 4.80%), 5/1/2007
1,000,000 - 1,000,000 University of AA/Aa1 1,089,770 - 1,089,770
Michigan, (Series
A-1), 5.25% (Original
Issue Yield: 4.98%),
12/1/2009
- 1,000,000 1,000,000 Utica, MI, Community AAA/Aaa - 1,088,680 1,088,680
Schools, UT GO School
Building & Site
Refunding Bonds, 5.50%
(Q-SBLF GTD), 5/1/2016
- 1,000,000 1,000,000 Warren, MI, AAA/Aaa - 1,078,570 1,078,570
Consolidated School
District, School
Improvement LT GO
Bonds, 4.50% (FGIC
INS), 5/1/2008
1,375,000 - 1,375,000 Washtenaw Community AA/A1 1,438,401 - 1,438,401
College, MI, (Series
A), 4.35% (Original
Issue Yield: 4.35%),
04/1/2005
1,200,000 - 1,200,000 Washtenaw Community AA/Aa3 1,290,036 - 1,290,036
College, MI, (Series
A), 4.90% (Original
Issue Yield: 4.90%),
04/1/2006
1,450,000 - 1,450,000 Waterford, MI School AAA/Aa1 1,518,468 - 1,518,468
District, UT GO Bonds,
4.85% (Q-SBLF
LOC)/(Original Issue
Yield:4.90%), 6/1/2010
- 1,000,000 1,000,000 Waverly, MI, Community AAA/Aaa - 1,110,800 1,110,800
Schools, School
Buiding and Site UT GO
Bonds (Series 2000),
5.75% (FGIC INS),
5/1/2015
- 1,000,000 1,000,000 Wayne County, MI, AAA/Aaa - 1,100,290 1,100,290
Building Authority, LT
GO Capital Improvement
Bonds, 5.35% (MBIA
INS)/(Original Issue
Yield: 5.40%), 6/1/2009
- 1,775,000 1,775,000 West Bloomfield, MI, AAA/Aaa - 1,933,774 1,933,774
School District,
Refunding UT GO Bonds,
5.50% (MBIA INS),
5/1/2015
900,000 - 900,000 West Bloomfield, MI, AAA/aaa 1,025,243 - 1,025,243
School District, UT GO
Bonds, 5.70% (FGIC
LOC)/(Original Issue
Yield: 5.75%), 5/1/2014
- 1,000,000 1,000,000 West Branch Rose City, AAA/Aaa - 1,079,970 1,079,970
MI, School District,
UT GO Bonds, 5.50%
(Q-SBLF GTD)/(FGIC
INS)/(Original Issue
Yield: 5.60%), 5/1/2017
- 600,000 600,000 West Ottawa, MI, AAA/Aaa - 633,504 633,504
Public School
District, UT GO Bonds
(Series 2002A), 4.00%
(Q-SBLF GTD), 5/1/2006
- 800,000 800,000 West Ottawa, MI, AAA/Aaa - 847,088 847,088
Public School
District, UT GO Bonds
(Series 2002A), 4.00%
(Q-SBLF GTD), 5/1/2007
- 1,000,000 1,000,000 Western Michigan AAA/Aaa - 1,106,130 1,106,130
University, Revenue
Refunding Bonds, 5.00%
(MBIA INS), 11/15/2009
- 1,025,000 1,025,000 Whitehall, MI, AAA/Aaa - 1,114,237 1,114,237
District Schools, UT
GO Bonds, 5.50%
(Q-SBLF GTD), 5/1/2016
1,000,000 - 1,000,000 Wixon, MI, UT GO, AAA/Aaaa 1,017,600 - 1,017,600
4.75% (AMBAC
LOC)/(Original Issue
Yield: 4.986%),
5/1/2004
- 1,710,000 1,710,000 Woodhaven-Brownstown, AAA/Aaa - 1,843,722 1,843,722
MI, School District,
UT GO Bonds, 5.375%
(Q-SBLF GTD), 5/1/2016
1,700,000 - 1,700,000 Wyandotte, MI Electric AAA/Aaa 1,896,707 - 1,896,707
Authority, Refunding
Revenue Bonds, 6.25%
(MBIA Insurance Corp.
LOC)/(Original Issue
Yield: 6.55%),
10/1/2008
Total Long-Term 61,336,960 144,154,635 205,491,595
Municipals (identified
cost $195,303,416)
SHORT-TERM MUNICIPALS- 0.8%
Puerto Rico - 0.8%
- 1,600,000 1,600,000 Puerto Rico Government - 1,600,000 1,600,000
Development Bank, Weekly VRDNs
(MBIA INS)/(Credit Suisse First
Boston LIQ) (at amortized cost)
Total - 1,600,000 1,600,000
Mutual Fund- 0.4%
971,569 - 971,569 Tax-Free Obligations 971,569 0 971,569
Fund
Total 971,569 - 971,569
Total Investments - 62,308,529 145,754,635 208,063,164
98.7%(identified cost
$197,874,985)(3)
Other Assets and 606,388 2,204,692 2,811,080
Liabilities - 1.3 %
Total Net Assets - 100% $62,914,917 $147,959,327 $210,874,244
Securities that are subject to the federal alternative minimum tax (AMT)
represent 5.3% of the fund's combined portfolio as calculated based upon total
portfolio market value (unaudited).
1 Please refer to the Statement of Additional Information for an explanation
of the credit ratings. Current credit ratings are unaudited.
2 The cost of investments for federal tax purposes amounts to $197,874,985
for the Pro Forma Combined.
Note: The categories of investments are shown as a percentage of total net
assets of Pro Forma Combined at August 31, 2003
The following acronyms are used throughout these portfolios:
AMBAC -American Municipal Bond Assurance Corporation
COL -Collateralized
EDC -Economic Development Commission
FGIC -Financial Guaranty Insurance Company
FSA -Financial Security Assurance
GNMA -Government National Mortgage Association
GO -General Obligation
GTD Guaranteed
INS -Insured
LIQ -Liquidity Agreement
LO -Limited Obligation
LOC -Letter of Credit
LT -Limited Tax
MBIA -Municipal Bond Insurance Association
PCA -Pollution Control Authority
PCR -Pollution Control Revenue
Q-SBLF -Qualified State Bond Loan Fund
SFM -Single Family Mortgage
UT -Unlimited Tax
VRDNs -Variable Rate Demand Notes
See Notes which are an integral part of the Financial Statements
Golden Oak Michigan Tax Free Bond Portfolio
Federated Michigan Intermediate Municipal Trust
Pro Forma Combining Statements of Assets and Liabilities
August 31, 2003 (Unaudited)
Golden Oak Federated Pro Forma Pro Forma
Michigan Michigan Adjustment Combined
Tax Free Intermediate
Bond Municipal
Portfolio Trust
Assets:
Investments in securities, at $62,308,529 $145,754,635 $- $208,063,164
value
Cash - 57,511 - 57,511
Income receivable 868,182 2,276,513 - 3,144,695
Receivable for shares sold - 367,271 - 367,271
Total assets 63,176,711 148,455,930 - 211,632,641
Liabilities:
Payable for shares redeemed $- $200,646 $- $200,646
Income distribution payable 221,153 277,485 - 498,638
Payable for investment adviser 14,060 - - 14,060
fee
Payable for administrative 2,925 - - 2,925
personnel and services fee
Payable for transfer and 5,518 2,662 - 8,180
dividend disbursing agent fees
and expenses
Payable for portfolio - 6,052 - 6,052
accounting fees
Payable for distribution 148 - - 148
services fees
Payable for shareholder - 8,772 - 8,772
services fee
Accrued expenses 17,990 986 - 18,976
Total liabilities 261,794 496,603 - 758,397
Net Assets $62,914,917 $147,959,327 $- $210,874,244
Net Assets Consists of:
Paid in capital $59,400,468 $142,368,783 $- 201,769,251
Net unrealized appreciation of 3,700,505 6,487,674 - 10,188,179
investments and swap contracts
Undistributed (distributions 3,598 (25) - 3,573
in excess of) net investment
income
Accumulated net realized loss (189,654) (897,105) - (1,086,759)
on investments and swap
contracts
Total Net Assets $62,914,917 $147,959,327 $- $210,874,244
Net Assets:
Institutional Shares $62,329,494 $- $(62,329,494(a) $-
Class A Shares $585,423 $147,959,327 $62,329,494 (a)$210,874,244
Shares Outstanding:
Institutional Shares $6,116,257 $- $(6,116,257)(a) $-
Class A Shares $57,447 $13,249,545 $5,575,043 (a)$18,882,035
Net Asset Value Per Share
Institutional Shares $10.19 $- $- $-
Class A Shares $10.19 $11.17 $- $11.17
Offering Price Per Share
Institutional Shares $10.19 $- $- $-
Class A Shares $10.67 * $11.52 ** $- $11.52 **
Redemption Proceeds Per Share
Institutional Shares $10.19 $- $- $-
Class A Shares $10.19 $11.17 $- $11.17
Investments, at identified cost $58,608,024 $139,266,961 $- $197,874,985
* Computation of offering price per share 100/95.5 of net asset value.
** Computation of offering price per share 100/97.0 of net asset value.
(a) Adjustment to reflect net asset and share balances as a result of the combination.
(See Notes to Pro Forma Financial Statements)
Golden Oak Michigan Tax Free Bond Portfolio
Federated Michigan Intermediate Municipal Trust
Pro Forma Combining Statements of Operations
For the year ended August 31, 2003 (Unaudited)
Golden Oak Federated Pro Forma Pro Forma
Michigan Michigan Adjustment Combined
Tax Free Intermediate
Bond Portfolio Municipal
Trust
Investment Income:
Interest $3,230,347 $6,493,434 $- $9,723,781
Total income 3,230,347 6,493,434 - 9,723,781
Expenses:
Investment adviser fee 337,119 581,586 (67,426) (a) 851,279
Administrative personnel and services fee 116,307 125,000 (81,053) (b) 160,254
Custodian fees 8,770 7,864 (7,084) (c) 9,550
Transfer and dividend disbursing agent 40,609 50,767 (24,000) (d) 67,376
fees and expenses
Directors'/Trustees' fees 1,768 2,627 (1,768) (e) 2,627
Auditing fees 13,934 10,531 (13,934) (f) 10,531
Legal fees 3,481 5,320 (3,481) (g) 5,320
Portfolio accounting fees 33,586 55,802 (11,086) (h) 78,302
Distribution services fee - Class A Shares 1,593 - (1,593) (i) -
Shareholder services fee - Class A Shares - 363,491 168,560 (j) 532,051
Share registration costs 48,798 30,789 (40,256) (k) 39,331
Printing and postage 8,770 17,094 (6,500) (l) 19,364
Insurance premiums 5,604 1,544 (5,604) (m) 1,544
Miscellaneous 962 1,166 (675) (n) 1,453
Total expenses 621,301 1,253,581 (95,900) 1,778,982
Waivers:
Waiver of investment adviser fee (181,451) (252,339) 117,835 (o) (315,955)
Waiver of shareholder services fee - (261,714) (121,363) (p) (383,077)
Waiver of transfer and dividend - (5,421) - (5,421)
disbursing agent fees and expenses
Total Waivers (181,451) (519,474) (3,528) (704,453)
Net Expenses 439,850 734,107 (99,428) 1,074,529
Net investment income $2,790,497 $5,759,327 $99,428 8,649,252
Realized and Unrealized Gain/(Loss) on
Investments and Swap Contracts:
Net realized gain (loss) on investments (76,493) 251,593 - 175,100
Net realized gain on swap contracts - 56,000 - 56,000
Net change in unrealized (896,170) (1,352,960) - (2,249,130)
appreciation/(depreciation) of
investments
Net realized and unrealized gain (loss) (972,663) (1,045,367) - (2,018,030)
on investments and swap contracts
Change in net assets resulting from $1,817,834 $4,713,960 $99,428 6,631,222
operations
(See Notes to Pro Forma Financial Statements)
Golden Oak Michigan Tax Free Bond Portfolio
Federated Michigan Intermediate Municipal Trust
Notes to Pro Forma Financial Statements
Year Ended August 31, 2003 (Unaudited)
Note 1. Basis of Combination
The accompanying unaudited Pro Forma Combining Portfolios of Investments,
Statements of Assets and Liabilities and Statements of Operations (Pro Forma
Financial Statements) reflect the accounts of Golden Oak(R) Michigan Tax Free
Bond Portfolio and Federated Michigan Intermediate Municipal Trust,
individually referred to as (the "Fund") or collectively as (the "Funds"),
for the year ended August 31, 2003. These statements have been derived from
the books and records utilized in calculating daily net asset values at
August 31, 2003.
The Pro Forma Financial Statements should be read in conjunction with the
historical financial statements of the Funds which have been incorporated by
reference in the Statement of Additional Information. The Funds follow
generally accepted accounting principles in the United States of America
applicable to management investment companies which are disclosed in the
historical financial statements of each fund.
The Pro Forma Financial Statements give effect to the proposed exchange of
assets of Golden Oak(R) Michigan Tax Free Bond Portfolio for shares of
Federated Michigan Intermediate Municipal Trust. Under generally accepted
accounting principles, Federated Michigan Intermediate Municipal Trust will
be the surviving entity for accounting purposes with its historical cost of
investment securities and results of operations being carried forward.
The Pro Forma Financial Statements have been adjusted to reflect the
anticipated advisory fee arrangement for the surviving entity. Certain other
operating costs have also been adjusted to reflect anticipated expenses of
the combined entity. Other costs which may change as a result of the
reorganization are currently undeterminable.
For the year ended August 31, 2003, Golden Oak(R) Michigan Tax Free Bond
Portfolio and Federated Michigan Intermediate Municipal Trust paid investment
advisory fees computed at the annual rate of 0.50% and 0.40%, respectively,
as a percentage of average daily net assets.
All costs with respect to the exchange will be borne by Federated Investment
Management Company and CB Capital Management, Inc. or their respective
affiliates.
Note 2. Shares of Beneficial Interest
The Pro Forma Class A Shares net asset value per share assumes the issuance
of 52,410 Shares of Federated Michigan Intermediate Municipal Trust in
exchange for 57,447 Class A Shares of Golden Oak(R) Michigan Tax Free Bond
Portfolio which would have been issued at August 31, 2003 in connection with
the proposed reorganization.
The Pro Forma Institutional Class Shares net asset value per share assumes
the issuance of 5,580,080 Class A Shares of Federated Michigan Intermediate
Municipal Trust in exchange for 6,116,257 Institutional Class Shares of
Golden Oak(R) Michigan Tax Free Bond Portfolio which would have been issued at
August 31, 2003 in connection with the proposed reorganization.
Note 3. Pro Forma Adjustments
(a) Federated Investment Management Company, the Fund's investment adviser
(the "Adviser") receives for its services an annual investment advisory fee
equal to 0.40% of the Funds' average daily net assets. The Adviser may
voluntarily choose to waive a portion of its fee. The Adviser can modify or
terminate this voluntary waiver at any time at its sole discretion.
Adjustment to reflect the investment adviser fee being brought in line based
on combined average daily net assets of both funds.
(b) Federated Administrative Services (FAS), provides the Fund with certain
administrative personnel and services necessary to operate the Fund. The fee
paid to FAS is based on the level of average aggregate daily net assets of
the Federated Funds. FAS may voluntarily choose to waive a portion of its
fee and can modify or terminate its voluntary waiver at any time at its sole
discretion. Adjustment to reflect the administrative personnel and services
fee being brought in line based on combined average daily net assets of both
funds.
(c) Adjustment to reflect the custodian fees reduction due to the combining
of two portfolios into one.
(d) Federated Services Company (FServ) through its subsidiary, Federated
Shareholder Services Company (FSSC), serves as transfer and dividend
disbursing agent for the Fund. The fee paid to FSSC is based on the number of
share classes and accounts per fund and the level of average aggregate net
assets of the Fund for the period. The adjustment is due to the combining of
two portfolios into one.
(e) Adjustment to reflect the directors'/trustees' fee reduction due to the
combining of two portfolios into one.
(f) Adjustment to reflect the auditing fee reduction due to the combining of
two portfolios into one.
(g) Adjustment to reflect the legal fee reduction due to the combining of
two portfolios into one.
(h) The portfolio accounting fee is based on the level of average daily net
assets of the Fund for the period, plus out-of-pocket expenses. Adjustment
is due to the combining of two portfolios into one.
(i) Adjustment to reflect reduction of Class A Shares distribution services
fee which is no longer applicable.
(j) Adjustment to reflect Class A Shares shareholder services fee after
combination.
(k) Adjustment to reflect the reduction in Share registration costs due to
the combining of two portfolios into one.
(l) Printing and postage expenses are adjusted to reflect estimated savings
to be realized by combining two portfolios into one.
(m) Insurance expenses are adjusted to reflect estimated savings to be
realized by combining two portfolios into one.
(n) Miscellaneous expenses are adjusted to reflect estimated savings to be
realized by combining two portfolios into one.
(o) Adjustment to reflect waiver of investment adviser fee based on combined
average net assets of the two funds.
(p) Adjustment to reflect waiver of administrative personnel and services
fee based on the combined average net assets of the two funds.
(q) Adjustment to reflect waiver of shareholder services fee based on the
combined average net assets of the two funds.
FEDERATED MICHIGAN INTERMEDIATE MUNICIPAL TRUST,
a portfolio of Federated Municipal Securities Income Trust
Investment Adviser
FEDERATED INVESTMENT MANAGEMENT COMPANY
Federated Investors Tower
1100 Liberty Avenue
Pittsburgh, PA 15222-3779
Distributor
FEDERATED SECURITIES CORP.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Transfer Agent and Dividend Dispersing Agent
STATE STREET BANK AND TRUST COMPANY
P.O. Box 8600
Boston, MA 02266-8600
PART C. OTHER INFORMATION
Item 15. Indemnification:
Indemnification is provided to Trustees and officers of Federated Municipal
Securities Income Trust (the "Registrant") pursuant to the Registrant's
Declaration of Trust and Bylaws, except where such indemnification is not
permitted by law. However, the Declaration of Trust and Bylaws do 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 1940 Act 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.
Item 16. Exhibits:
1. Conformed copy of Amended and Restated Declaration of Trust of the
Registrant (including Amendment Nos. 1-17); (26)
1.1 Conformed copies of Amendment Nos. 18 and 19 to the Declaration of
Trust of the Registrant; (28)
1.2 Conformed copy of Amendment No. 20 to the Declaration of Trust of
the Registrant; (29)
2. Copy of By-Laws of the Registrant; (1)
2.1 Copies of Amendment Nos. 1-4 to the By-Laws of the Registrant; (23)
2.2 Copies of Amendment Nos. 5 and 6 to the By-Laws of the
Registrant; (31)
3. Not Applicable
4. Agreement and Plan of Reorganization is included as Attachment A
to the Combined Proxy Statement and Prospectus of the Registration
Statement*
5. Copy of Specimen Certificate for Shares of Beneficial Interest for
Federated Michigan Intermediate Municipal Trust; (19)
6. Conformed copy of Investment Advisory Contract including
Exhibits A through F of the Registrant; (21)
6.1 Conformed copy of Exhibit G to the Investment Advisory Contract
of the Registrant; (27)
6.2 Conformed copy of Amendment to Investment Advisory Contract of the
Registrant; (28)
6.3 Conformed copy of Exhibit H to the Investment Advisory Contract
of the Registrant; *
7. Conformed copy of Distributor's Contract including Exhibits A
through N of the Registrant; (21)
7.1 Conformed copy of Exhibit O to the Distributor's Contract; (23)
7.2 Conformed copy of Distributor's Contract (Class B Shares); (23)
7.3 Conformed copy of Exhibit P to the Distributor's Contract; (27)
7.4 Conformed copy of Amendment to Distributor's Contract of the
Registrant; (28)
7.5 Conformed copy of Amendment to Distributor's Contract of the
Registrant (Class B Shares); (28)
7.6 Conformed copy of Exhibit R to the Distributor's Contract; *
8. Not applicable;
9. Conformed copy of Custodian Contract of the Registrant; (18)
9.1 Conformed copy of Custodian Fee Schedule; (22)
9.2 Conformed copy of Amendment to Custodian Contract of the Registrant;
(29)
10. Conformed copy of Distribution Plan of the Registrant, including
Exhibits A, B and C; (32)
10.1 Form of copy of Exhibit D to the Distribution Plan of the
Registrant; (32)
11. Form of Opinion and Consent of Counsel regarding the legality of
Shares being issued; *
12. Form of Opinion regarding tax consequences of Reorganization; *
13. Conformed copy of Second Amended and Restated Shareholder Services
Agreement; (29)
13.1 Conformed copy of Principal Shareholder Services Agreement (Class B
Shares); (23)
13.2 Conformed copy of Shareholder Services Agreement (Class B
Shares); (23)
13.3 Conformed copy of Amended and Restated Agreement for Fund
Accounting Services, Administrative Services, Transfer Agency
Services and Custody Services Procurement; (23)
13.4 Conformed copy of Amendment to Agreement for Fund Accounting
Services, Administrative Services, Transfer Agency Services, and
Custody Services Procurement; (28)
13.5 The Registrant hereby incorporates the conformed copy of Amendment
Nos. 2 and 3 to the Amended & Restated Agreement for Fund
Accounting Services, Administrative Services, Transfer Agency
Services and Custody Services Procurement form Item 23 (h)(v) of
the Federated U.S. Government Securities: 2-5 Years Registration
Statement on Form N-1A, filed with the Commission on
March 30, 2004. (File Nos. 2-75769 and 811-3387);
13.6 The Registrant hereby incorporates by reference the conformed
copy of the Agreement for Administrative Services from
Item 23 (h)(vix) of the Federated Index Trust Registration
Statement on Form N-1A, filed with the Commission on
December 30, 2003. (File Nos. 33-33852 and 811-6061)
13.7 The Registrant hereby incorporates by reference the conformed copy
of the Financial Administration and Accounting Services
Agreement from Item 23(h)(v) of the Federated Limited Duration
Government Fund, Inc. Registration Statement on Form N-1A, filed
with the Commission on April 26, 2004. (File Nos. 33-41004
and 811-6307).
14. Conformed Copy of Independent Auditors' Consent of Federated
Michigan Intermediate Municipal Trust, Ernst & Young LLP; *
14.1 Conformed Copy of Independent Auditors' Consent of Golden Oak(R)
Michigan Tax Free Bond Portfolio, Deloitte & Touche LLP; *
15. Not applicable;
16. Conformed copy of Power of Attorney of the Registrant; (30)
16.1 Conformed copy of Power of Attorney for Chief Investment Officer
of the Registrant; (27)
17. Form of Proxy; *
- ------------------------------------------------------------------------------
* All exhibits are 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)
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. 24 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)
26. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 30 on Form N-1A filed on October 29, 1999. (File Nos.
33-36729 and 811-6165)
27. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 31 on Form N-1A filed on October 26, 2000. (File Nos.
33-36729 and 811-6165)
28. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 32 on Form N-1A filed on October 26, 2001. (File Nos.
33-36729 and 811-6165)
29. Response is incorporated by reference to Registrant's Post Effective
Amendment No. 33 on Form N-1A filed on August 29, 2002. (File Nos.
33-36729 and 811-6165)
30. Response is incorporated by reference to Registrant's Post Effective
Amendment No. 34 on Form N-1A filed on October 28, 2002. (File Nos.
33-36729 and 811-6165)
31. Response is incorporated by reference to Registrant's Post Effective
Amendment No. 35 on Form N-1A filed on October 28, 2003. (File Nos.
33-36729 and 811-6165)
32. Response is incorporated by reference to Registrant's Post Effective
Amendment No. 36 on Form N-1A filed on May 14, 2004. (File Nos.
33-36729 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant, FEDERATED MUNICIPAL SECURITIES INCOME TRUST, has duly caused this
Amendment to its Registration Statement on Form N-14 to be signed on its behalf
by the undersigned, duly authorized, in the City of Pittsburgh and Commonwealth
of Pennsylvania, on the 21st day of July, 2004.
FEDERATED MUNICIPAL SECURITIES INCOME TRUST
BY: /s/ George F. Magera
George F. Magera, Assistant Secretary
July 21, 2004
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/ George F. Magera Attorney In Fact July 21, 2004
George F. Magera For the Persons
ASSISTANT SECRETARY Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
Richard B. Fisher* Vice Chairman
J. Christopher Donahue* President and Trustee
(Principal Executive Officer)
Richard J. Thomas * Treasurer
(Principal Financial Officer)
Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
Nicholas P. Constantakis* Trustee
John F. Cunningham* Trustee
Lawrence D. Ellis, M.D.* Trustee
Peter E. Madden* Trustee
Charles F. Mansfield, Jr.* Trustee
John E. Murray, Jr.* Trustee
Marjorie P. Smuts* Trustee
John S. Walsh* Trustee
* By Power of Attorney