SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Trust for Government Cash Reserves
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
TRUST FOR GOVERNMENT CASH RESERVES
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 TRUST AVOID ADDITIONAL EXPENSE.
Trust for Government Cash Reserves will hold a special meeting of shareholders
on March 22, 1999. It is important for you to vote on the issues described in
this Proxy Statement. We recommend that you read the Proxy Statement in its
entirety; the explanations will help you to decide on the issues.
Following is an introduction to the proposals and the process.
Why am I being asked to vote?
Mutual funds are required to obtain shareholders' votes for certain types of
changes, like those included in this Proxy Statement.
You have a right to vote on these changes.
What issues am I being asked to vote on?
The proposals include:
o the election of Trustees,
o ratification of independent auditors,
o a change to the Trust's fundamental investment policy,
o a proposed reorganization of Trust for Government Cash Reserves
(the "Trust") into a newly created portfolio (the "New
Fund") of Money Market Obligations Trust, and
o an amendment to the Declaration of Trust that will be adopted by the
New Fund upon approval of the Reorganization.
Why are individuals recommended for election to the Board of Trustees? The
Trust is devoted to serving the needs of its shareholders, and the Board is
responsible for managing the Trust's business affairs to meet those needs. The
Board represents the shareholders and can exercise all of the Trust's powers,
except those reserved only for shareholders.
Trustees are selected on the basis of their education and professional
experience. Candidates are chosen based on their distinct interest in, and
capacity for understanding the complexities of, the operation of a mutual fund.
These individuals bring considerable experience to the impartial oversight of a
fund's operation.
The Proxy Statement includes a brief description of each nominee's history
and current position with the Trust, if applicable.
Why am I being asked to vote on the ratification of independent auditors?
The independent auditors conduct a professional examination of accounting
documents and supporting data to render an opinion on the material fairness of
the information. Because financial reporting involves discretionary decision
making, the auditors' opinion is an important assurance to both the Trust and
its investors.
The Board of Trustees approved the selection of Arthur Andersen LLP,
long-time auditors of the Trust, for the current fiscal year and believes that
the continued employment of this firm is in the Trust's best interests.
Why is the Reorganization being proposed? Trust for U.S. Government Cash
Reserves' Board of Trustees and investment adviser believe that the Trust's
management structure can be simplified by reorganizing as a portfolio of Money
Market Obligations Trust ("MMOT"), another money market mutual fund. After the
Reorganization, the original Trust will be dissolved. MMOT offers a variety of
portfolios investing in money market securities, each with its own investment
objective.
How will the Reorganization affect my investment?
o The shares you own and the value of your investment will not change.
o The Reorganization will be a tax-free event.
o There will not be sales loads, commissions, or transaction fees in
connection with the Reorganization.
o The investment objective will remain the same.
o There will be no increases in the fees payable to the Trust's adviser
because of the Reorganization.
How do I vote my shares? You may vote in person at the special meeting of
shareholders or complete and return the enclosed Proxy Card. If you sign and
return the Proxy Card without indicating a preference, your vote will be cast
"for" all the proposals.
You may also vote by telephone at 1-800-690-6903, or through the Internet
at www.proxyvote.com. If you choose to help save the Trust time and postage
costs by voting through the Internet or by telephone, please don't return your
Proxy Card. If you do not respond at all, we may contact you by telephone to
request that you cast your vote.
Who do I call if I have questions about the 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
these proposals. The Board recommends that you read the enclosed materials
carefully and vote for all proposals.
<PAGE>
DEFINITIVE
TRUST FOR GOVERNMENT CASH RESERVES
NOTICE OF SPECIAL MEETING
IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 22, 1999
A Special Meeting in lieu of Annual Meeting of the shareholders of Trust
for Government Cash Reserves (the "Trust") will be held at 5800 Corporate Drive,
Pittsburgh, Pennsylvania 15237-7000, at 12:00 Noon (Eastern time), on March 22,
1999 to consider proposals:
(1) To elect seven Trustees.
(2) To ratify the selection of the Trust's independent auditors.
(3) To approve a proposed Agreement and Plan of Reorganization between the
Trust and Money Market Obligations Trust, on behalf of its series, Trust
for Government Cash Reserves (the "New Fund"), whereby the New Fund would
acquire all of the assets of the Trust in exchange for shares of the New
Fund to be distributed pro rata by the Trust to its shareholders in
complete liquidation and termination of the Trust.
To transact such other business as may properly come before the meeting or
any adjournment thereof.
The Board of Trustees has fixed January 21, 1999, as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Board of Trustees,
John W. McGonigle
Secretary
February 2, 1999
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.
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL
MEETING IN LIEU OF ANNUAL MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
<PAGE>
TABLE OF CONTENTS
About the Proxy Solicitation and the Meeting................................3
Election of Seven Trustees..................................................3
About the Election of Trustees .............................................4
Trustees Standing for Election..............................................4
Nominees Not Presently Serving as Trustees..................................5
Ratification of the Selection of the Independent Auditors..................6
Approval of the Proposed Agreement and Plan of Reorganization...............6
Information About the Trust................................................10
Proxies, Quorum and Voting at the Meeting..................................10
Share Ownership of the Trustees............................................11
Trustee Compensation.......................................................11
Officers of the Trust......................................................12
Other Matters and Discretion of Attorneys Named in the Proxy...............15
Appendix I: Agreement and Plan of Reorganization.........................I-1
<PAGE>
DEFINITIVE
PROXY STATEMENT
TRUST FOR GOVERNMENT CASH RESERVES
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
About the Proxy Solicitation and the Meeting
The enclosed proxy is solicited on behalf of the Board of Trustees of the
Trust (the "Board" or "Trustees"). The proxies will be voted at the special
meeting in lieu of annual meeting of shareholders of the Trust to be held on
March 22, 1999, at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7000, at
12:00 Noon (such special meeting in lieu of annual meeting and any adjournment
or postponement thereof are referred to as the "Meeting").
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by the Trust. In addition to solicitations through the
mails, proxies may be solicited by officers, employees, and agents of the Trust
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 instruction as shareholders submitting proxies in
written form. The Trust will reimburse custodians, nominees, and fiduciaries for
the reasonable costs incurred by them in connection with forwarding solicitation
materials to the beneficial owners of shares held of record by such persons.
At its meeting on November 17, 1998, the Board considered the proposed
reorganization of the Trust, and approved it, subject to shareholder approval.
The purposes of the Meeting are 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 Meeting. Should other business properly be
brought before the Meeting, proxies will be voted in accordance with the best
judgment of the persons named as proxies. This proxy statement and the enclosed
proxy card are expected to be mailed on or about February 2, 1999, to
shareholders of record at the close of business on January 21, 1999 (the "Record
Date"). On the Record Date, the Trust had outstanding _________531,053,829.5600
shares of beneficial interest.
The Trust's annual prospectus, which includes audited financial statements
for the fiscal year ended November 30, 1998, was previously mailed to
shareholders. The Trust's principal executive offices are located at Federated
Investors Funds, 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7000. The
Trust's toll-free telephone number is 1-800-341-7400.
PROPOSAL #1: ELECTION OF SEVEN TRUSTEES
The persons named as proxies intend to vote in favor of the election of
Thomas G. Bigley, John T. Conroy, Jr., John F. Cunningham, Peter E. Madden,
Charles F. Mansfield, Jr., John E. Murray, Jr. and John S. Walsh (collectively,
the "Nominees") as Trustees of the Trust. Messrs. Bigley, Conroy, Madden and
Murray are presently serving as Trustees. If elected by shareholders, Messrs.
Cunningham, Mansfield and Walsh are expected to assume their responsibilities as
Trustees effective April 1, 1999. Please see "About the Election of Trustees"
below for current information about the Nominees.
Messrs. Conroy and Madden were appointed Trustees on August 21, 1991, to
fill vacancies created by the resignation of Mr. Joseph Maloney and the decision
to expand the size of the Board. Messrs. Bigley and Murray were appointed
Trustees on November 15, 1994 and February 14, 1995, respectively, also to fill
vacancies resulting from the decision to expand the size of the Board. Messrs.
Cunningham, Mansfield and Walsh are being proposed for election as Trustees to
fill vacancies anticipated to result from the resignation of three current
Trustees. The anticipated resignations will not occur if Messrs. Cunningham,
Mansfield and Walsh are not elected as Trustees.
All Nominees have consented to serve if elected. If elected, the Trustees
will hold office without limit in time until death, resignation, retirement, or
removal or until the next meeting of shareholders to elect Trustees and the
election and qualification of their successors. Election of a Trustee is by a
plurality vote, which means that the seven individuals receiving the greatest
number of votes at the Meeting will be deemed to be elected.
If any Nominee for election as a Trustee named above shall by reason of
death or for any other reason become unavailable as a candidate at the Meeting,
votes pursuant to the enclosed proxy will be cast for a substitute candidate by
the proxies named on the proxy card, or their substitutes, present and acting at
the Meeting. Any such substitute candidate for election as a Trustee who is an
"interested person" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Trust shall be nominated by the Executive
Committee. The selection of any substitute candidate for election as a Trustee
who is not an "interested person" shall be made by a majority of the Trustees
who are not "interested persons" of the Trust. The Board has no reason to
believe that any Nominee will become unavailable for election as a Trustee.
THE BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS VOTE TO ELECT AS TRUSTEES THE NOMINEES FOR
ELECTION TO THE BOARD OF TRUSTEES OF THE TRUST
About the Election of Trustees
When elected, the Trustees will hold office during the lifetime of the
Trust except that: (a) any Trustee may resign; (b) any Trustee may be removed by
written instrument signed by at least two-thirds of the number of Trustees prior
to such removal; (c) any Trustee who requests to be retired or who has become
mentally or physically incapacitated may be retired by written instrument signed
by a majority of the other Trustees; and (d) a Trustee may be removed at any
special meeting of the shareholders by a vote of two-thirds of the outstanding
shares of the Trust. In case a vacancy shall exist for any reason, the remaining
Trustees will fill such vacancy by appointment of another Trustee. The Trustees
will not fill any vacancy by appointment if, immediately after filling such
vacancy, less than two-thirds of the Trustees then holding office would have
been elected by the shareholders. If, at any time, less than a majority of the
Trustees holding office have been elected by the shareholders, the Trustees then
in office will call a shareholders' meeting for the purpose of electing Trustees
to fill vacancies. Otherwise, there will normally be no meeting of shareholders
called for the purpose of electing Trustees.
Set forth below is a listing of: (i) Trustees standing for election, and
(ii) Nominees standing for election who are not presently serving as Trustees,
along with their addresses, birthdates, present positions with the Trust, if
applicable, and principal occupations during the past five years:
Trustees Standing for Election
Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Director or Trustee of the Federated Fund Complex; Director and Member of
Executive Committee, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Director, and Member
of Executive Committee, University of Pittsburgh.
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate: June 23, 1937
Trustee
Director or Trustee of the Federated Fund Complex; President, Investment
Properties Corporation; Senior Vice -President, John R. Wood and Associates,
Inc., Realtors; Partner or Trustee in private real estate ventures in Southwest
Florida; formerly, President, Naples Property Management, Inc. and Northgate
Village Development Corporation.
Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate: March 16, 1942
Trustee
Director or Trustee of the Federated Fund Complex; formerly,
Representative, Commonwealth of Massachusetts General Court; President, State
Street Bank and Trust Company and State Street Corporation.
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932
Trustee
Director or Trustee of the Federated Fund Complex; President, Law
Professor, Duquesne University; Consulting Partner, Mollica & Murray.
Nominees Not Presently Serving as Trustees
John F. Cunningham
353 El Brillo Way
Palm Beach, FL
Birthdate: March 5, 1943
Chairman, President and Chief Executive Officer, Cunningham & Co., Inc;
Trustee Associate, Boston College; Director, EMC Corporation; formerly,
Director, Redgate Communications.
Charles F. Mansfield, Jr.
80 South Road
Westhampton, NY
Birthdate: April 10, 1945
Management consultant.
John S. Walsh
2007 Sherwood Drive
Valparaiso, IN
Birthdate: November 28, 1957
President and Director, Heat Wagon, Inc; President and Director,
Manufacturers Products, Inc; President, Portable Heater Parts, a division of
Manufacturers Products, Inc.; Director, Walsh & Kelly, Inc.; formerly, Vice
President, Walsh & Kelly, Inc.
PROPOSAL #2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The 1940 Act requires that the Trust's independent auditors be selected by
the Board, including a majority of those Board members who are not "interested
persons" (as defined in the 1940 Act) of the Trust, and submitted for
ratification or rejection at the next succeeding meeting of shareholders. The
Board of Trustees of the Trust, including a majority of its members who are not
"interested persons" of the Trust, approved the selection of Arthur Andersen LLP
(the "Auditors") for the current fiscal year at a Board meeting held on February
23, 1998.
The selection by the Board of the Auditors as independent auditors for the
current fiscal year is submitted to the shareholders for ratification. Apart
from their fees as independent auditors and certain consulting fees, neither the
Auditors nor any of their partners have a direct, or material indirect,
financial interest in the Trust or its investment adviser. The Auditors are a
major international independent accounting firm. The Board believes that the
continued employment of the services of the Auditors for the current fiscal year
would be in the Trust's best interests.
Representatives of the Auditors are not expected to be present at the
Meeting. If a representative is present, he or she will have the opportunity to
make a statement and would be available to respond to appropriate questions. The
ratification of the selection of the Auditors will require the affirmative vote
of a majority of the shares present and voting on the proposal at the Meeting.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE TO RATIFY THE SELECTION OF THE INDEPENDENT AUDITORS
PROPOSAL #4: TO APPROVE THE PROPOSED REORGANIZATION
The Board of Trustees of the Trust has voted to recommend to shareholders
of the Trust the approval of an Agreement and Plan of Reorganization (the
"Reorganization Agreement") whereby Money Market Obligations Trust, a
Massachusetts business trust ("MMOT"), on behalf of its portfolio, Trust for
Government Cash Reserves (the "New Fund"), would acquire all of the assets
(subject to the liabilities) of the Trust in exchange for shares of beneficial
interest of the New Fund to be distributed pro rata by the Trust to its
shareholders in complete liquidation and dissolution of the Trust (the
"Reorganization"). As a result of the Reorganization, each shareholder of the
Trust will become the owner of New Fund shares having a total net asset value
equal to the total net asset value of his or her holdings in the Trust on the
date of the Reorganization.
MMOT is an open-end management investment company which currently includes
thirteen portfolios, each of which has its own investment objective. The New
Fund is a newly-organized portfolio of MMOT(initially a "shell" portfolio) with
the same objective and investment strategies as the Trust. Its investment
objective is high current income consistent with stability of principal. The New
Fund pursues this investment objective by investing in a portfolio of money
market instruments maturing in thirteen months or less. The average maturity of
money market instruments in the New Fund's portfolio, computed on a dollar
weighted basis, will be 90 days or less. The Trust has an identical investment
objective, which it pursues by investing in a portfolio of money market
instruments maturing in thirteen months or less. The average maturity of money
market instruments in the Trust's portfolio, computed on a dollar weighted
basis, will be 90 days or less. Both the Trust and the New Fund are money market
mutual funds which seek to stabilize their offering and redemption prices at
$1.00 per share, although there can be no assurance that either the Trust or the
New Fund will be able to do so. (See "Comparison of Investment Policies and Risk
Factors" below.) An investment in the Trust or the New Fund is neither insured
nor guaranteed by the U.S. government.
As a condition to the Reorganization transactions, the Trust and MMOT will
receive an opinion of counsel that the Reorganization will be considered a
tax-free "reorganization" under applicable provisions of the Internal Revenue
Code, so that no gain or loss will be recognized by either the Trust or MMOT or
the shareholders of the Trust and the New Fund. The tax basis of the New Fund
shares received by Trust shareholders will be the same as the tax basis of their
shares in the Trust.
Significant components of the Reorganization and provisions of the
Reorganization Agreement are summarized below; however, this summary of the
Reorganization Agreement is qualified in its entirety by reference to the full
text of the Reorganization Agreement between the Trust and MMOT, a copy of which
is attached as Appendix I to this Proxy Statement.
Description of the Reorganization Agreement
The Reorganization Agreement provides that all of the assets of the Trust
will be transferred to the New Fund, subject to the liabilities of the Trust.
Each holder of shares of the Trust will receive the same number (with the same
aggregate value) of shares of the New Fund as the shareholder had in the Trust
immediately prior to the Reorganization. The Trust's shareholders will not pay a
sales charge, commission or other transaction cost in connection with their
receipt of the shares of the New Fund.
Following the transfer of assets and assumption of liabilities of the Trust
to and by the New Fund, and the issuance of shares by the New Fund to the Trust,
the Trust will distribute the shares of the New Fund received by the Trust among
the shareholders of the Trust in proportion to the number of shares each such
shareholder has in the Trust. In addition to receiving the shares of the New
Fund, each shareholder of the Trust will have a right to receive any declared
and unpaid dividends or other distributions of the Trust. Following the
Reorganization, shareholders of the Trust will be shareholders of the New Fund.
Upon the completion of the Reorganization, the Trust will be deregistered as an
investment company under the 1940 Act and its existence terminated under state
law. The stock transfer books of the Trust will be permanently closed after the
Reorganization. MMOT will not issue share certificates with respect to shares of
the New Fund issued in connection with the Reorganization.
The Reorganization is subject to certain conditions, including: approval of
the Reorganization Agreement and the transactions and exchange contemplated
thereby as described in this Proxy Statement by the shareholders of the Trust;
the receipt of a legal opinion described in the Reorganization Agreement
regarding tax matters; the receipt of certain certificates from the parties
concerning the continuing accuracy of the representations and warranties in the
Reorganization Agreement and other matters; and the parties' performance, in all
material respects, of the agreements and undertakings in the Reorganization
Agreement. Assuming satisfaction of the conditions in the Reorganization
Agreement, the Reorganization is expected to occur on or after April 23, 1999.
The Trust's investment adviser is responsible for the payment of all
expenses of the Reorganization incurred by either party, whether or not the
Reorganization is consummated. Such expenses include, but are not limited to,
legal fees, registration fees, transfer taxes (if any), the fees of banks and
transfer agents and the costs of preparing, printing, copying and mailing proxy
solicitation materials to the Trust's shareholders.
The Reorganization may be terminated at any time prior to its consummation
by either the Trust or MMOT if circumstances should develop that, in the opinion
of either the Board of the Trust or the Board of Trustees of MMOT, make
proceeding with the Reorganization Agreement inadvisable. The Reorganization
Agreement provides further that at any time prior to the consummation of the
Reorganization: (i) the parties thereto may amend or modify any of the
provisions of the Reorganization Agreement provided that such amendment or
waiver would not have a material adverse effect upon the benefits intended under
the Reorganization Agreement and it would be consistent with the best interests
of shareholders of the Trust and the New Fund; and (ii) either party may waive
any of the conditions set forth in the Reorganization Agreement if, in the
judgment of the waiving party, such waiver will not have a material adverse
effect on the benefits intended under the Reorganization Agreement to the
shareholders of the Trust or the shareholders of the New Fund, as the case may
be.
Reasons for the Proposed Reorganization
The Trust was established as a Massachusetts business trust in 1989.
Although the Board has been satisfied with the Trust's performance, it, and the
Trust's investment adviser, believe that certain operating efficiencies can be
achieved by reorganizing the Trust as a portfolio of MMOT rather than remaining
as a separate entity. Accordingly, the Trust's investment adviser has
recommended to the Board of Trustees of MMOT that the New Fund be organized for
the purpose of acquiring the Trust's assets and thereby reorganizing the Trust
as a portfolio of MMOT. The Trust's investment adviser similarly recommended to
the Trustees of the Trust that the Trust's assets be transferred to MMOT, on
behalf of the New Fund, in order to reorganize it as a separate portfolio of
MMOT. In connection with this proposal, the Trust's investment adviser
emphasized the comparable advisory services provided to the Trust and the New
Fund, the identical investment objectives and investment policies of the Trust
and the New Fund, and the administrative convenience and simplification of
management achievable by operating the Trust as a portfolio of MMOT.
Board of Trustees' Considerations and Recommendations
The Trust's Board of Trustees, at its meeting on November 17, 1998,
concluded that the reorganization of the Trust as a portfolio of MMOT could
provide for operating efficiencies. The Trust's Trustees also noted that Trust
shareholders would continue to receive the same quality of investment management
services from the New Fund's investment adviser, which is also the Trust's
investment adviser. The Trust's Board of Trustees, including a majority of the
Trustees who are not "interested persons," additionally determined that
participation in the Reorganization is in the best interests of the Trust and
that the interests of the Trust shareholders would not be diluted as a result of
its effecting the Reorganization. Based upon the foregoing considerations, and
the fact that shareholders of the Trust will not suffer any adverse federal
income tax consequences as a result of the Reorganization, the Board of Trustees
of the Trust unanimously voted to approve, and recommended to Trust shareholders
the approval of, the Reorganization.
The Board of Trustees of MMOT, including the Trustees who are not
"interested persons," at the Board's meeting on November 17, 1998, have
unanimously concluded that consummation of the Reorganization is in the best
interests of MMOT and the shareholders of the New Fund, and that the interests
of New Fund shareholders would not be diluted as a result of effecting the
Reorganization. As a consequence, the Board of Trustees of MMOT unanimously
approved the Reorganization Agreement. Under the terms of the Declaration of
Trust, the approval of the Reorganization requires the affirmative vote of a
majority of the outstanding voting shares of the Trust as defined under the
Declaration of Trust. (See "Proxies, Quorum and Voting at the Meeting" below.)
Federal Income Tax Consequences
As a condition to the Reorganization transactions, the Trust and MMOT, on
behalf of the New Fund, will receive an opinion from Dickstein Shapiro Morin &
Oshinsky LLP, special counsel to the Trust and MMOT, to the effect that, on the
basis of the existing provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), current administrative rules and court decisions, for
federal income tax purposes: (1) the Reorganization as set forth in the
Reorganization Agreement will constitute a tax-free reorganization under section
368(a)(1)(F) of the Code; (2) no gain or loss will be recognized by the New Fund
upon its receipt of the Trust's assets in exchange for New Fund shares; (3) no
gain or loss will be recognized by the Trust upon the transfer of its assets to
the New Fund in exchange for New Fund shares or upon the distribution (whether
actual or constructive) of the New Fund shares to the Trust shareholders in
exchange for their shares of the Trust; (4) no gain or loss will be recognized
by shareholders of the Trust upon exchange of the Trust shares for New Fund
shares; (5) the holding period and tax basis for the Trust's assets acquired by
the New Fund will be the same as the holding period and the tax basis to the
Trust immediately prior to the Reorganization; (6) the holding period of New
Fund shares received by shareholders of the Trust pursuant to the Reorganization
Agreement will be the same as the holding period of Trust shares held by such
shareholders immediately prior to the Reorganization, provided the Trust shares
were held as capital assets on the date of the Reorganization; and (7) the tax
basis of New Fund shares received by shareholders of the Trust pursuant to the
Reorganization Agreement will be the same as the tax basis of Trust shares held
by such shareholders immediately prior to the Reorganization.
The Trust and MMOT have not sought a tax ruling from the Internal Revenue
Service ("IRS"), but are acting in reliance upon the opinion of counsel
discussed in the previous paragraph. That opinion is not binding on the IRS and
does not preclude the IRS from adopting a contrary position. Shareholders should
consult their own advisers concerning the potential tax consequences to them,
including state and local income taxes.
Comparison of Investment Policies and Risk Factors
The investment objective of the Trust is identical to the investment
objective of the New Fund. Investments in the Trust and the New Fund are not
insured or guaranteed by the U.S. government. Since the Trust and the New Fund
are managed to maintain a constant net asset value, the Trust and the New Fund
have little risk of principal loss. However, investments in the Trust and the
New Fund are subject to certain risks, which include, but are not limited to,
the following: the possibility that issuers of securities owned by the Trust and
the New Fund will have their credit ratings downgraded; the ability of the
issuers of securities owned by the Trust and the New Fund to meet their
obligations for payment of principal and interest when due or to repurchase such
securities as previously agreed; interest rate or market risk, which is the
potential for fluctuations in the prices of debt securities owned by the Trust
and the New Fund, due to changing interest rates (e.g., when interest rates
rise, bond prices generally decline); prepayment or call risk, which is the
likelihood that, during periods of falling interest rates, debt securities will
be prepaid (or "called") prior to maturity, requiring the proceeds to be
invested by the Trust and the New Fund at a generally lower interest rate; and
international economic and political developments, which may have an impact on
issuers of securities owned by the Trust and the New Fund.
The investment policies of the New Fund have been established to mirror the
present policies and restrictions of the Trust. If the Reorganization is
approved by shareholders of the Trust, prior to the issuance of any shares of
the New Fund, and in accordance with the governing instruments of the New Fund,
the Trustees of MMOT will make changes to the policies and restrictions of the
New Fund that parallel any changes approved by the shareholders at the Meeting.
As a result, at the effective time of the Reorganization, the investment
policies and restrictions of the Trust and the New Fund will be identical.
Comparative Information on Shareholder Rights and Obligations
Each of the Trust and MMOT is organized as a business trust pursuant to a
Declaration of Trust under the laws of the Commonwealth of Massachusetts. The
rights of shareholders of the Trust and of shareholders of MMOT relating to
voting, distributions and redemptions, as set forth in the applicable
Declaration of Trust and By-Laws, are substantively identical. Set forth below
is a brief summary of the significant rights of shareholders of the Trust and of
MMOT.
Neither the Trust nor MMOT are required to hold annual meetings of
shareholders. Shareholder approval is necessary only for certain changes in
operations or the election of Trustees under certain circumstances. A special
meeting of shareholders of either the Trust or MMOT for any permissible purpose
shall be called by the Trustees upon the written request of the holders of at
least 10% of the outstanding shares of the Trust or MMOT, as the case may be.
Each share of the Trust and MMOT is entitled to one vote. All shares of MMOT
have equal voting rights, except that only shares of the New Fund are entitled
to vote on matters only affecting the New Fund.
Under certain circumstances, shareholders of the Trust and shareholders of
the New Fund may be held personally liable as partners under Massachusetts law
for obligations of the Trust or of MMOT, respectively. To protect their
shareholders, the Trust and MMOT have filed legal documents with the
Commonwealth of Massachusetts that expressly disclaim the liability of their
shareholders for such acts or obligations of the Trust or MMOT. These documents
require that notice of this disclaimer be given in each agreement, obligation or
instrument that the Trust or MMOT or their Trustees enter into or sign.
In the unlikely event a shareholder is held personally liable for the
Trust's or the New Fund's obligations, each of the Trust and the New Fund is
required to use its property to protect or compensate the shareholder. On
request, the Trust or the New Fund will defend any claim made and pay any
judgment against a shareholder for any act or obligation of the New Fund.
Therefore, financial loss resulting from liability as a shareholder will occur
only if the Trust or MMOT cannot meet its obligations to indemnify shareholders
and pay judgments against them from the assets of the Trust or MMOT.
Purchase and Redemption Information, Exchange Privileges, Distribution and
Pricing
The purchase, redemption, exchange privileges and distribution policies of
the Trust and the New Fund are identical.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE TRUST
VOTE "FOR" APPROVAL OF THE REORGANIZATION AGREEMENT
INFORMATION ABOUT THE TRUST
Proxies, Quorum and Voting at the Meeting
Only shareholders of record on the Record Date will be entitled to vote at
the Meeting. Each share of the Trust is entitled to one vote. Fractional shares
are entitled to proportionate shares of one vote. Under both the Investment
Company Act of 1940 and the Declaration of Trust, the favorable vote of a
"majority of the outstanding voting shares" of the Trust means: (a) the holders
of 67% or more of the outstanding voting securities present at the Meeting, if
the holders of 50% or more of the outstanding voting securities of the Trust are
present or represented by proxy; or (b) the vote of the holders of more than 50%
of the outstanding voting securities, whichever is less.
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 Trust. In addition, although mere attendance
at the Meeting will not revoke a proxy, a shareholder present at the Meeting may
withdraw his or her proxy and vote in person. All properly executed and
unrevoked proxies received in time for the 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 matters set forth in the attached Notice.
In order to hold the Meeting, a "quorum" of shareholders must be present.
Holders of one-fourth of the total number of outstanding shares of the Trust,
present in person or by proxy, shall be required to constitute a quorum for the
purpose of voting on the proposals made.
For purposes of determining a quorum for transacting business at the
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 some of the proposals.
If a quorum is not present, the persons named as proxies may vote those
proxies which have been received to adjourn the Meeting to a later date. In the
event that a quorum is present but sufficient votes in favor of one or more of
the proposals have not been received, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitations of
proxies with respect to such proposal(s). 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 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 an adjournment other proxies that they
are entitled to vote. A shareholder vote may be taken on other proposals in this
Proxy Statement prior to any such adjournment if sufficient votes have been
received for approval.
As referred to in this Proxy Statement, the "Federated Fund Complex," "The
Funds" or "Funds" include the following investment companies: Automated
Government Money Trust; Cash Trust Series II; Cash Trust Series, Inc.; CCB
Funds; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust;
Federated Adjustable Rate U.S. Government Fund, Inc.; Federated American Leaders
Fund, Inc.; Federated ARMs Fund; Federated Core Trust; Federated Equity Funds;
Federated Equity Income Fund, Inc.; Federated Fund for U.S. Government
Securities, Inc.; Federated GNMA Trust; Federated Government Income Securities,
Inc.; Federated Government Trust; Federated High Income Bond Fund, Inc.;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Institutional Trust; Federated Insurance
Series; Federated Master Trust; Federated Municipal Opportunities Fund, Inc.;
Federated Municipal Securities Fund, Inc.; Federated Municipal Trust; Federated
Short-Term Municipal Trust; Federated Short-Term U.S. Government Trust;
Federated Stock and Bond Fund, Inc.; Federated Stock Trust; Federated Tax-Free
Trust; Federated Total Return Series, Inc.; Federated U.S. Government Bond Fund;
Federated U.S. Government Securities Fund: 1-3 Years; Federated U.S. Government
Securities Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10
Years; Federated Utility Fund, Inc.; Fixed Income Securities, Inc.; Intermediate
Municipal Trust; International Series, Inc.; Investment Series Funds, Inc.;
Liberty Term Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust;
Liquid Cash Trust; Managed Series Trust; Money Market Management, Inc.; Money
Market Obligations Trust; Money Market Obligations Trust II; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; Regions Funds; RIGGS Funds;
Tax-Free Instruments Trust; The Planters Funds; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; WesMark Funds; WCT Funds; World Investment Series, Inc.;
Blanchard Funds; Blanchard Precious Metals Fund, Inc.; High Yield Cash Trust;
Investment Series Trust; Targeted Duration Trust; The Virtus Funds; and Trust
for Financial Institutions.
Share Ownership of the Trustees
Officers and Trustees of the Trust own less than 1% of the Trust'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
Trust: NMF & Co., Boston, MA, owned approximately 129,052,126.1100 shares
(24.30%); Acadia & Co., Boston, MA, owned approximately 35,165,278.2200 shares
(6.62%); Fiduciary Trust Company International, New York, NY, owned
approximately 34,037,500.0000 shares (6.41%); Friedmar & Co., Richmond, CA,
owned approximately 30,995,184.1000 shares (5.84%); and The Bank of the West,
San Jose, CA, owned approximately 30,375,814.0000 shares (5.72%).
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Trustee Compensation
Name, Aggregate Compensation Total Compensation Paid
Position with Trust from Trust1# From Fund Complex+
- ---------------------------------- ---------------------------- ------------------------------------------------------
John F. Donahue*@ $0 $-0- for the Trust and
=========
Chairman and Trustee 56 other investment companies in the Fund Complex
========
Thomas G. Bigley $______$113,860.22 for the Trust and
Trustee 56 other investment companies in the Fund Complex
John T. Conroy, Jr. $______$125,264.48 for the Trust and
Trustee 56 other investment companies in the Fund Complex
William J. Copeland $______$125,264.48 for the Trust and
Trustee 56 other investment companies in the Fund Complex
James E. Dowd $______$125,264.48 for the Trust and
Trustee 56 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.* $______$125,264.48 for the Trust and
Trustee 56 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.@ $______$125,264.48 for the Trust and
Trustee 56 other investment companies in the Fund Complex
$1,410.00
Glen R. Johnson* $1,551.24 $-0- for the Trust and
======== =========
President and Trustee 56 other investment companies in the Fund Complex
=========
Peter E. Madden $1,551.24 $______$113,860.22 for the Trust and
========= ===========
Trustee 56 other investment companies in the Fund Complex
John E. Murray, Jr. $1,551.24 $______$113,860.22 for the Trust and
========= ===========
Trustee 56 other investment companies in the Fund Complex
Wesley W. Posvar $1,410.00 $______$113,860.22 for the Trust and
========= ===========
Trustee 56 other investment companies in the Fund Complex
Marjorie P. Smuts $1,551.24 $______$113,860.22 for the Trust and
========= ===========
Trustee 56 other investment companies in the Fund Complex
$0
$1,410.00
$1,410.00
$1,410.00
$1,410.00
</TABLE>
*1 Information is furnished for the fiscal year ended November 30, 1998.
# The aggregate compensation is provided for the Trust which is comprised
of one portfolio.
+The information is provided for the last calendar year.
* This Trustee is deemed to be an "interested person" as defined in the
1940 Act.
@ Member of the Executive Committee.
During the fiscal year ended November 30, 1998, there were four meetings of
the Board of Trustees. The interested Trustees, other than Dr. Ellis, do not
receive fees from the Trust. Dr. Ellis is an interested person by reason of the
employment of his son-in-law by Federated Securities Corp. All Trustees were
reimbursed for expenses for attendance at Board of Trustees meetings.
The Executive Committee of the Board of Trustees handles the
responsibilities of the Board between meetings of the Board. Other than its
Executive Committee, the Trust has one Board committee, the Audit Committee.
Generally, the function of the Audit Committee is to assist the Board of
Trustees in fulfilling its duties relating to the Trust's accounting and
financial reporting practices and to serve as a direct line of communication
between the Board of Trustees and the independent auditors. The specific
functions of the Audit Committee include recommending the engagement or
retention of the independent auditors, reviewing with the independent auditors
the plan and the results of the auditing engagement, approving professional
services provided by the independent auditors prior to the performance of such
services, considering the range of audit and non-audit fees, reviewing the
independence of the independent auditors, reviewing the scope and results of the
Trust's procedures for internal auditing, and reviewing the Trust's system of
internal accounting controls.
For the most recently completed fiscal year, Messrs. Flaherty, Conroy,
Copeland, and Dowd served on the Audit Committee. These Trustees are not
interested Trustees of the Trust. During the fiscal year ended November 30,
1998, there were four meetings of the Audit Committee. All of the members of the
Audit Committee were present for each meeting. Each member of the Audit
Committee receives an annual fee of $100 plus $25 for attendance at each meeting
and is reimbursed for expenses of attendance.
Officers of the Trust
The executive officers of the Trust are elected annually by the Board of
Trustees. Each officer holds the office until qualification of his successor.
The names and birthdates of the executive officers of the Trust and their
principal occupations during the last five years are as follows:
John F. Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director or Trustee of the Funds. Mr. Donahue is the
father of J. Christopher Donahue, Executive Vice President of the Trust.
Glen R. Johnson
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 2, 1929
President and Trustee
Trustee, Federated Investors; President and/or Trustee of some of the Funds;
staff member, Federated Securities Corp.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President
President or Executive Vice President of the Federated Fund Complex; Director or
Trustee of some of the Funds in the Federated Fund Complex; President and
Director, Federated Investors, Inc.; President and Trustee, Federated Advisers,
Federated Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global Research Corp.; President, Passport
Research, Ltd.; Trustee, Federated Shareholder Services Company; Director,
Federated Services Company. Mr. Donahue is the son of John F. Donahue, Chairman
and Trustee of the Trust.
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
Executive Vice President
Trustee or Director of some of the Funds in the Federated Fund Complex;
President, Executive Vice President and Treasurer of some of the Funds in the
Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Vice
President, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., Federated Global Research Corp. and Passport Research,
Ltd.; Executive Vice President and Director, Federated Securities Corp.;
Trustee, Federated Shareholder Services Company.
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President and Secretary
Executive Vice President and Secretary of the Federated Fund Complex; Executive
Vice President, Secretary and Director
Federated Investors, Inc.; Trustee, Federated Advisers, Federated Management,
and Federated Research; Director, Federated Research Corp. and Federated Global
Research Corp. Director, Federated Services Company; Director, Federated
Securities Corp.
William D. Dawson, II
Federated Investors Tower
Pittsburgh, PA
Birthdate: March 3, 1949
Chief Investment Officer
Chief Investment Officer of the Trust and various other Funds in the Federated
Fund Complex; Executive Vice President, Federated Investment Counseling,
Federated Global Research Corp., Federated Advisers, Federated Management,
Federated Research, and Passport Research, Ltd.; Registered Representative,
Federated Securities Corp.; Portfolio Manager, Federated Administrative
Services; Vice President, Federated Investors, Inc; formerly: Executive Vice
President and Senior Vice President, Federated Investment Counseling
Institutional Portfolio Management Services Division; Senior Vice President,
Federated Research Corp., Federated Advisers, Federated Management, Federated
Research, and Passport Research, Ltd.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
Vice President
President or Vice President of some of the Funds in the Federated Fund
Complex; Director or Trustee of some of the Funds in the Federated Fund Complex;
Executive Vice President, Federated Investors Inc. Chairman and Director,
Federated Securities Corp.
Susan R. Hill
Federated Investors Tower
Pittsburgh, PA
Birthdate: June 20, 1963
Vice President
Vice President of Federated Research; formerly: Assistant Vice President of
Federated Research.
Richard J. Thomas
Federated Investors Tower
Pittsburgh, PA
Birthdate: June 17, 1954
Treasurer
Treasurer of the Federated Fund Complex; Vice President - Funds Financial
Services Division, Federated Investors, Inc.; formerly: various management
positions within Funds Financial Services Division of Federated Investors, Inc.
None of the Officers of the Trust received salaries from the Trust during
the fiscal year ended November 30, 1998.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
The Trust 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 proxy statement for the next meeting of
shareholders should send their written proposals to Trust for Government Cash
Reserves, Federated Investors Funds, 5800 Corporate Drive, Pittsburgh,
Pennsylvania 15237-7000, 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 Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment or postponement of the
Meeting, the persons named on the enclosed proxy card will vote on such matters
according to their best judgment in the interests of the Trust.
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.
By Order of the Board of Trustees,
John W. McGonigle
Secretary
February 2, 1999
<PAGE>
TRUST FOR GOVERNMENT CASH RESERVES
Investment Adviser
FEDERATED RESEARCH
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Distributor
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Administrator
FEDERATED SERVICES COMPANY
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Cusip
(_____/99)
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Trust for Government Cash Reserves (the "Trust") hereby appoint Patricia F.
Conner, Gail Cagney, Susan M. Jones and Ann M. Scanlon, or any one of them, true
and lawful attorneys, with the power of substitution of each, to vote all shares
of the Trust which the undersigned is entitled to vote at the Special Meeting in
lieu of Annual Meeting of Shareholders (the "Meeting") to be held on March 22,
1999, at 5800 Corporate Drive, Pittsburgh, Pennsylvania, at 12:00 Noon, and at
any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in
accordance with the choices made on this ballot. If no choice is indicated as to
the item, this proxy will be voted affirmatively on the matters. Discretionary
authority is hereby conferred as to all other matters as may properly come
before the Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF TRUST FOR
GOVERNMENT CASH RESERVES. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN
THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED "FOR" THE PROPOSALS.
By checking the box "FOR" below, you will vote to approve each of the
proposed items in this proxy, and to elect each of the nominees as Trustees of
the Trust
FOR [ ]
Proposal 1 To elect Thomas G. Bigley, John T. Conroy, Jr., John F. Cunningham,
Peter E. Madden, Charles F. Mansfield, Jr., John E. Murray, Jr. and John S.
Walsh as Trustees of the Trust
FOR [ ]
AGAINST [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
FOR ALL EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a
particular nominee, mark the "For All Except" box and strike
a line through the name of each nominee(s) for whom you are
NOT voting. Your shares will be voted for the remaining
nominees.
Proposal 2 To ratify the selection of Arthur Andersen LLP as the Trust's
independent auditors
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
Proposal 4 To approve a proposed Agreement and Plan of Reorganization between
the Trust and Money Market Obligations Trust, on behalf of its series,
Trust for Government Cash Reserves (the "New Fund"), whereby the New Fund
would acquire all of the assets of the Trust in exchange for shares of the
New Fund to be distributed pro rata by the Trust to its shareholders in
complete liquidation and termination of the Trust
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT
Please complete, sign and return
this card as soon as possible.
o
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the
Trust. Joint owners should each sign personally. Directors and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be that
of an authorized officer who should state his or her title.
You may also vote your shares by touchtone phone by calling 1-800-690-6903
or through the Internet at www.proxyvote.com
<PAGE>
Appendix
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated as of January 26, 1999 (the
"Agreement") between Trust for Government Cash Reserves, a Massachusetts
business trust (the "Fund"), with its principal place of business at 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7000, and Money Market
Obligations Trust , a Massachusetts business trust (the "Trust"), with its
principal place of business located at 5800 Corporate Drive, Pittsburgh,
Pennsylvania 15237-7000 on behalf of its newly-organized portfolio Trust for
Government Cash Reserves (the "Successor Fund").
WHEREAS, the Board of Trustees of the Fund and the Board of Trustees of the
Trust have determined that it is in the best interests of the Fund and the
Trust, respectively, that the assets of the Fund be acquired by the Successor
Fund pursuant to this Agreement; and
WHEREAS, the parties desire to enter into a plan of exchange which would
constitute a reorganization within the meaning of Section 368(a)(1)(F) of the
Internal Revenue Code of 1986, as amended (the "Code"):
NOW THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto agree as follows:
1. Plan of Exchange.
(a) Subject to the terms and conditions set forth herein, on the Exchange
Date (as defined herein) the Fund shall assign, transfer and convey its assets,
including all securities and cash held by the Fund (subject to the liabilities
of the Fund) to the Successor Fund, and the Successor Fund shall acquire all of
the assets of the Fund (subject to the liabilities of the Fund) in exchange for
full and fractional shares of beneficial interest of the Successor Fund (the
"Successor Fund Shares"), to be issued by the Trust, having an aggregate net
asset value equal to the value of the net assets of the Fund. The value of the
assets of the Fund and the net asset value per share of the Successor Fund
Shares shall be determined as of the Valuation Date (as defined herein) in
accordance with the procedures for determining the value of the Successor Fund's
assets set forth in the Successor Fund's organizational documents and the
then-current prospectus and statement of additional information for the
Successor Fund that forms a part of the Successor Fund's Registration Statement
on Form N-1A (the "Registration Statement"). In lieu of delivering certificates
for the Successor Fund Shares, the Trust shall credit the Successor Fund Shares
to the Fund's account on the share record books of the Trust and shall deliver a
confirmation thereof to the Fund. The Fund shall then deliver written
instructions to the Trust's transfer agent to establish accounts for the
shareholders on the share record books relating to the Successor Fund.
(b) Delivery of the assets of the Fund to be transferred shall be made not
later than the next business day following the Valuation Date (the "Exchange
Date"). Assets transferred shall be delivered to State Street Bank and Trust
Company, the Trust's custodian (the "Custodian"), for the account of the Trust
and the Successor Fund with all securities not in bearer or book entry form duly
endorsed, or accompanied by duly executed separate assignments or stock powers,
in proper form for transfer, with signatures guaranteed, and with all necessary
stock transfer stamps, sufficient to transfer good and marketable title thereto
(including all accrued interest and dividends and rights pertaining thereto) to
the Custodian for the account of the Trust and the Successor Fund free and clear
of all liens, encumbrances, rights, restrictions and claims. All cash delivered
shall be in the form of immediately available funds payable to the order of the
Custodian for the account of the Trust and the Successor Fund.
(c) The Fund will pay or cause to be paid to the Trust any interest
received on or after the Exchange Date with respect to assets transferred from
the Fund to the Successor Fund hereunder and to the Trust and any distributions,
rights or other assets received by the Fund after the Exchange Date as
distributions on or with respect to the securities transferred from the Fund to
the Successor Fund hereunder. All such assets shall be deemed included in assets
transferred to the Successor Fund on the Exchange Date and shall not be
separately valued.
(d) The Valuation Date shall be April 23, 1999, or such earlier or later
date as may be mutually agreed upon by the parties.
(e) As soon as practicable after the Exchange Date, the Fund shall
distribute all of the Successor Fund Shares received by it among the
shareholders of the Fund in proportion to the number of shares each such
shareholder holds in the Fund and shall take all other steps necessary to effect
its dissolution and termination. After the Exchange Date, the Fund shall not
conduct any business except in connection with its dissolution and termination.
2. The Fund's Representations and Warranties. The Fund represents and
warrants to and agrees with the Trust on behalf of the Successor Fund as
follows:
(a) The Fund is a business trust duly organized, validly existing and in
good standing under the laws of the Commonwealth of Massachusetts and has power
to own all of its properties and assets and, subject to the approval of its
shareholders as contemplated hereby, to carry out this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by the
Fund and is valid and binding on the Fund, enforceable in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, and other similar laws of general applicability relating to or
affecting creditors' rights and to general principles of equity. The execution
and delivery of this Agreement does not and will not, and the consummation of
the transactions contemplated by this Agreement will not, violate the Fund's
Declaration of Trust or By-Laws or any agreement or arrangement to which it is a
party or by which it is bound.
(c) The Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company, and such
registration has not been revoked or rescinded and is in full force and effect.
(d) Except as shown on the audited financial statements of the Fund for its
most recently completed fiscal period and as incurred in the ordinary course of
the Fund's business since then, the Fund has no known liabilities of a material
amount, contingent or otherwise, and there are no legal, administrative or other
proceedings pending or, to the Fund's knowledge, threatened against the Fund.
(e) On the Exchange Date, the Fund will have full right, power and
authority to sell, assign, transfer and deliver the Fund's assets to be
transferred by it hereunder.
3. The Trust's Representations and Warranties. The Trust, on behalf of the
Successor Fund, represents and warrants to and agrees with the Fund as follows:
(a) The Trust is a business trust duly organized, validly existing and in
good standing under the laws of the Commonwealth of Massachusetts and has power
to carry on its business as it is now being conducted and to carry out this
Agreement.
(b) This Agreement has been duly authorized, executed and delivered by the
Trust and is valid and binding on the Trust, enforceable in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, and other similar laws of general applicability relating to or
affecting creditors' rights and to general principles of equity. The execution
and delivery of this Agreement does not and will not, and the consummation of
the transactions contemplated by this Agreement will not, violate the Trust's
Declaration of Trust or By-Laws or any agreement or arrangement to which it is a
party or by which it is bound.
(c) The Trust is registered under the 1940 Act as an open-end management
investment company and such registration has not been revoked or rescinded and
is in full force and effect.
(d) The Successor Fund does not have any known liabilities of a material
amount, contingent or otherwise, and there are no legal, administrative or other
proceedings pending or, to the Trust's knowledge, threatened against the
Successor Fund. Other than organizational activities, the Successor Fund has not
engaged in any business activities.
(e) At the Exchange Date, the Successor Fund Shares to be issued to the
Fund (the only Successor Fund Shares to be issued as of the Exchange Date) will
have been duly authorized and, when issued and delivered pursuant to this
Agreement, will be legally and validly issued and will be fully paid and
non-assessable. No Trust or Successor Fund shareholder will have any preemptive
right of subscription or purchase in respect thereof.
4. The Trust's Conditions Precedent. The obligations of the Trust hereunder
shall be subject to the following conditions:
(a) The Fund shall have furnished to the Trust a statement of the Fund's
assets, including a list of securities owned by the Fund with their respective
tax costs and values determined as provided in Section 1 hereof, all as of the
Valuation Date.
(b) As of the Exchange Date, all representations and warranties of the Fund
made in this Agreement shall be true and correct as if made at and as of such
date, and the Fund shall have complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or prior to such
date.
(c) A vote of the shareholders of the Fund approving this Agreement and the
transactions and exchange contemplated hereby shall have been adopted by the
vote required by applicable law.
5. The Fund's Conditions Precedent. The obligations of the Fund hereunder
with respect to the Fund shall be subject to the condition that as of the
Exchange Date all representations and warranties of the Trust made in this
Agreement shall be true and correct as if made at and as of such date, and that
the Trust shall have complied with all of the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to such date.
6. The Trust's and the Fund's Conditions Precedent. The obligations of both
the Trust and the Fund hereunder shall be subject to the following conditions:
(a) The post-effective amendment to the Trust's Registration Statement on
Form N-1A relating to the Successor Fund under the Securities Act of 1933, as
amended, and the 1940 Act, if applicable, shall have become effective, and any
additional post-effective amendments to such Registration Statement as are
determined by the Trustees of the Trust to be necessary and appropriate shall
have been filed with the Commission and shall have become effective.
(b) No action, suit or other proceeding shall be threatened or pending
before any court or governmental agency which seeks to restrain or prohibit, or
obtain damages or other relief in connection with, this Agreement or the
transaction contemplated herein.
(c) Each party shall have received an opinion of Dickstein Shapiro Morin &
Oshinsky LLP to the effect that the reorganization contemplated by this
Agreement qualifies as a "reorganization" under Section 368(a)(1)(F) of the
Code.
Provided, however, that at any time prior to the Exchange Date, any of the
foregoing conditions in this Section 6 may be waived by the parties if, in the
judgment of the parties, such waiver will not have a material adverse effect on
the benefits intended under this Agreement to the shareholders of the Fund.
7. Termination of Agreement. This Agreement and the transactions
contemplated hereby may be terminated and abandoned by resolution of the Board
of Trustees of the Fund or the Board of Trustees of the Trust at any time prior
to the Exchange Date (and notwithstanding any vote of the shareholders of the
Fund) if circumstances should develop that, in the opinion of either the Board
of Trustees of the Fund or the Board of Trustees of the Trust, make proceeding
with this Agreement inadvisable.
If this Agreement is terminated and the exchange contemplated hereby is
abandoned pursuant to the provisions of this Section 7, this Agreement shall
become void and have no effect, without any liability on the part of any party
hereto or the Trustees, officers or shareholders of the Trust or the Trustees,
officers or shareholders of the Fund, in respect of this Agreement.
8. Waiver and Amendments. At any time prior to the Exchange Date, any of
the conditions set forth in Section 4 may be waived by the Board of the Trust,
and any of the conditions set forth in Section 5 may be waived by the Board of
the Fund, if, in the judgment of the waiving party, such waiver will not have a
material adverse effect on the benefits intended under this Agreement to the
shareholders of the Fund or the shareholders of the Successor Fund, as the case
may be. In addition, prior to the Exchange Date, any provision of this Agreement
may be amended or modified by the Boards of the Fund and the Trust if such
amendment or modification would not have a material adverse effect upon the
benefits intended under this Agreement and would be consistent with the best
interests of shareholders of the Fund and the Successor Fund.
9. No Survival of Representations. None of the representations and
warranties included or provided for herein shall survive consummation of the
transactions contemplated hereby.
10. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without giving
effect to principles of conflict of laws; provided, however, that the due
authorization, execution and delivery of this Agreement, in the case of the Fund
and the Trust, shall be governed and construed in accordance with the laws of
the Commonwealth of Massachusetts without giving effect to principles of
conflict of laws.
11. Capacity of Trustees, Etc.
(a)(i) The names "Trust for Government Cash Reserves" and "Board of
Trustees of Trust for Government Cash Reserves" refer, respectively, to the
trust created and the trustees, as trustees but not individually or personally,
acting from time to time under the Fund's Declaration of Trust, which is hereby
referred to and a copy of which is on file at the office of the State Secretary
of the Commonwealth of Massachusetts and at the principal office of the Fund.
The obligations of the Fund entered into in the name or on behalf thereof by any
of the trustees, representatives or agents are made not individually, but in
such capacities, and are not binding upon any of the trustees, shareholders or
representatives of the Fund personally, but bind only the trust property, and
all persons dealing with any portfolio of shares of the Fund must look solely to
the trust property belonging to such portfolio for the enforcement of any claims
against the Fund.
(ii) Both parties specifically acknowledge and agree that any liability of
the Fund under this Agreement, or in connection with the transactions
contemplated herein, shall be discharged only out of the assets of the Fund and
that no other portfolio of the Fund shall be liable with respect thereto.
(b)(i) The names "Money Market Obligations Trust" and "Board of Trustees of
Money Market Obligations Trust" refer, respectively, to the trust created and
the trustees, as trustees but not individually or personally, acting from time
to time under the Trust's Declaration of Trust, which is hereby referred to and
a copy of which is on file at the office of the State Secretary of the
Commonwealth of Massachusetts and at the principal office of the Trust. The
obligations of the Trust entered into in the name or on behalf of the Successor
Fund by any of the trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
trustees, shareholders or representatives of the Trust personally, but bind only
the Successor Fund's trust property, and all persons dealing with any portfolio
of shares of the Trust must look solely to the trust property belonging to such
portfolio for the enforcement of any claims against the Trust.
(ii) Both parties specifically acknowledge and agree that any liability of
the Trust under this Agreement, or in connection with the transactions
contemplated herein, shall be discharged only out of the assets of the Successor
Fund and that no other portfolio of the Trust shall be liable with respect
thereto.
12. Counterparts. This Agreement may be executed in counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, the Fund and the Trust have caused this Agreement and
Plan of Reorganization to be executed as of the date above first written.
TRUST FOR GOVERNMENT CASH RESERVES
ATTEST: /s/ Gail Cagney /s/ John W. McGonigle
Title: Assistant Secretary Title: Executive Vice President
MONEY MARKET OBLIGATIONS
TRUST, on behalf of its portfolio,
Trust For Government Cash Reserves
ATTEST: /s/ Gail Cagney /s/ John W. McGonigle
Title: Assistant Secretary Title: Executive Vice President
