Reg. No. 33-54703
811-5950
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MONEY MARKET OBLIGATIONS TRUST
(Exact Name of Registrant as Specified in Charter)
(412) 288-1900
(Area Code and Telephone Number)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
JOHN W. MCGONIGLE, ESQUIRE
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Copies to:
Thomas J. Donnelly, Esquire Matthew G. Maloney, Esquire
Houston, Houston & Donnelly Dickstein, Shapiro & Morin, L.L.P.
2510 Centre City Tower 2101 L Street, N.W.
650 Smithfield Street Washington, D.C. 20037
Pittsburgh, Pennsylvania 15222
Approximate Date of Proposed Public Offering: As soon as
practicable after the effective date of this Registration
Statement.
Registrant has filed with the Securities and Exchange
Commission a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 that it elects to register an
indefinite amount of securities under the Securities Act of 1933
and filed the Notice required by that Rule for Registrant's most
recent fiscal year on September 15, 1993.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a),
may determine.
CROSS REFERENCE SHEET
Pursuant to Item 1(a) of Form N-14 Showing Location in
Prospectus of Information Required by Form N-14
Item of Part A of Form N-14 and Caption Caption or Location
in Prospectus
1. Beginning of Registration Statement
and Outside Front Cover Page
of Prospectus.......................... Cross Reference Sheet; Cover Page
2. Beginning and Outside Back Cover
Page of Prospectus.................... Table of Contents
3. Synopsis Information and Risk Factors. Summary; Risk Factors
4. Information About the Transaction..... Information About the
Reorganization
5.Information About the Registrant..... Information About the
Trust, the Portfolio and
the Fund
6.Information About the Company
Being Acquired........................ Information About
the Trust, the Portfolio
and the Fund
7. Voting Information................... Voting Information
8. Interest of Certain Persons
and Experts........................... Not Applicable
9. Additional Information Required
for Reoffering by Persons Deemed
to be Underwriters.................... Not Applicable
AUTOMATED CASH MANAGEMENT TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Dear Shareholder:
The Board of Trustees and management of Automated Cash
Management Trust (the "Fund") are pleased to submit for your vote
a proposal to sell all of the Fund's assets to Automated Cash
Management Trust (the "Portfolio"), a portfolio of Money Market
Obligations Trust (the "Trust"), a money market mutual fund
advised by Federated Management. The Portfolio has an investment
objective similar to that of the Fund. As part of the
transaction, shareholders in the Fund would receive shares in the
Portfolio equal in value to their shares in the Fund and the Fund
would be dissolved.
The Board of Trustees of the Fund, as well as Federated
Management, the Fund's adviser, believe the proposed agreement
and plan of reorganization is in the best interests of Fund
shareholders for the following reasons:
-- The Trust offers a variety of investment portfolios which
invest in money market securities and the reorganization
of the Fund as a portfolio of the Trust is expected to
provide operating efficiencies as a result of the common
management and investment advisory services provided to
each of these portfolios, including the Portfolio.
-- The transaction may result in economies of scale to the
extent that certain expenses previously borne by the
Fund will be shared by all of the portfolios of the
Trust.
We believe the sale of the Fund's assets in this
transaction will present an excellent investment opportunity for
our shareholders. Your vote on the transaction is critical to
its success. The sale will be effected only if approved by two-
thirds of the Fund's outstanding shares on the record date voted
in person or represented by proxy. We hope you share our
enthusiasm and will participate by casting your vote in person,
or by proxy if you are unable to attend the meeting. Please read
the enclosed prospectus/proxy statement carefully before you
vote. If you have any questions, please feel free to call us at
800-245-5000.
Thank you for your prompt attention and participation.
Sincerely,
Automated Cash Management Trust
Glen R. Johnson
President
AUTOMATED CASH MANAGEMENT TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
TO SHAREHOLDERS OF AUTOMATED CASH MANAGEMENT TRUST:
A Special Meeting of Shareholders of Automated Cash Management
Trust (the "Fund") will be held at 2:00 p.m. on October 21, 1994
at the office of the Fund, Federated Investors Tower, 19th
Floor, Pittsburgh, Pennsylvania 15222-3779 for the following
purposes:
1. To approve or disapprove a proposed Agreement and
Plan of Reorganization between the Fund and Money
Market Obligations Trust (the "Trust"), on behalf of
its portfolio, Automated Cash Management Trust (the
"Portfolio"), whereby the Trust would acquire all of
the assets of the Fund in exchange for Portfolio
shares to be distributed pro rata by the Fund to its
shareholders in complete liquidation and dissolution
of the Fund; and
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
By Order of the Board of Trustees,
Dated: August 30, 1994 John W. McGonigle
Secretary
Shareholders of record at the close of business August
23, 1994 are entitled to vote at the meeting. Whether or not you
plan to attend the meeting, please sign and return the enclosed
proxy card. Your vote is important.
To secure the largest possible representation and to save
the expense of further mailings, please mark your proxy card,
sign it, and return it in the enclosed envelope, which requires
no postage if mailed in the United States. You may revoke your
proxy at any time at or before the meeting or vote in person if
you attend the meeting.
PROSPECTUS/PROXY STATEMENT
AUGUST 30, 1994
Acquisition of the Assets of
AUTOMATED CASH MANAGEMENT TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-245-5000
By and in exchange for shares of
AUTOMATED CASH MANAGEMENT TRUST
a Portfolio of MONEY MARKET OBLIGATIONS TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-245-5000
This Prospectus/Proxy Statement describes the proposed
Agreement and Plan of Reorganization (the "Plan") whereby Money
Market Obligations Trust, a Massachusetts business trust (the
"Trust"), on behalf of its portfolio Automated Cash Management
Trust (the "Portfolio"), would acquire all of the assets of
Automated Cash Management Trust, a Massachusetts business trust
(the "Fund"), in exchange for Portfolio shares to be distributed
pro rata by the Fund to its shareholders in complete liquidation
and dissolution of the Fund. As a result of the Plan, each
shareholder of the Fund will become the owner of Portfolio shares
having a total net asset value equal to the total net asset value
of his or her holdings in the Fund.
The Trust is an open-end management investment company
which currently includes several portfolios, each of which has
its own investment objective. The Portfolio is a newly-organized
portfolio of the Trust whose investment objective is stability of
principal and current income consistent with stability of
principal. The Portfolio pursues this investment objective by
investing in a portfolio of money market instruments maturing in
13 months or less. The average maturity of money market
instruments in the Portfolio's portfolio, computed on a dollar
weighted basis, will be 90 days or less. The Fund has a similar
investment objective, which it pursues by investing in a
portfolio of money market instruments maturing in one year or
less. The average maturity of money market instruments in the
Fund's portfolio, computed on a dollar weighted basis, will be 90
days or less. Both the Portfolio and the 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 Portfolio or the Fund will be able to
do so. An investment in the Portfolio or Fund is neither insured
nor guaranteed by the United States government. For a comparison
of the investment policies of the Portfolio and the Fund, see
"Summary-Investment Objectives and Policies".
This Prospectus/Proxy Statement should be retained for
future reference. It sets forth concisely the information about
the Trust and the Portfolio that a prospective investor should
know before investing. This Prospectus/Proxy Statement is
accompanied by the Prospectus of the Portfolio dated August 12,
1994 which is incorporated herein by reference. Statements of
Additional Information for the Portfolio dated August 12, 1994
(relating to the Portfolio's prospectus of the same date) and
August 30, 1994 (relating to this Prospectus/Proxy Statement)
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
may be obtained without charge by writing or calling the Trust at
the address and telephone number shown above.
INVESTMENTS IN BOTH THE PORTFOLIO AND THE FUND ARE NOT INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT. AN INVESTMENT IN THE
PORTFOLIO OR THE FUND INVOLVES A POSSIBLE LOSS OF PRINCIPAL.
BOTH THE PORTFOLIO AND THE FUND ATTEMPT TO MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE; THERE CAN BE NO ASSURANCE THAT
THEY WILL BE ABLE TO DO SO.
THE SHARES OFFERED BY THIS PROSPECTUS/PROXY STATEMENT ARE NOT
DEPOSITS OR OBLIGATIONS OF ANY BANK, ARE NOT ENDORSED OR
GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER GOVERNMENT AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
TABLE OF CONTENTS
Summary.......................................................... 11
Risk Factors..................................................... 17
Information About the
Reorganization................................... 18
Information About the Trust, the Portfolio and the Fund.......... 24
Voting Information............................................... 26
SUMMARY
About the Proposed Reorganization
The Board of Trustees of Automated Cash Management Trust
(the "Fund") has voted to recommend to shareholders of the Fund
the approval of an Agreement and Plan of Reorganization (the
"Plan") whereby Money Market Obligations Trust, a Massachusetts
business trust (the "Trust"), on behalf of its portfolio,
Automated Cash Management Trust (the "Portfolio"), would acquire
all of the assets of the Fund in exchange for Portfolio shares to
be distributed pro rata by the Fund to its shareholders in
complete liquidation and dissolution of the Fund (the
"Reorganization"). As a result of the Reorganization, each
shareholder of the Fund will become the owner of Portfolio shares
having a total net asset value equal to the total net asset value
of his or her holdings in the Fund on the date of the
Reorganization, i.e., the Closing Date. Neither Fund nor
Portfolio shareholders currently have any exchange rights.
As a condition to the Reorganization transactions, the
Trust and the Fund 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 the
Fund or their shareholders. The tax cost basis of the Portfolio
shares received by Fund shareholders will be the same as the tax
cost basis of their shares in the Fund.
After the acquisition is completed, the Fund will
dissolve and deregister as an investment company under the
Investment Company Act of 1940 (the "1940 Act").
Investment Objectives and Policies
The investment objective of the Portfolio is stability of
principal and current income consistent with stability of
principal. The Portfolio pursues its investment objective by
investing in a portfolio of money market instruments maturing in
13 months or less. The average maturity of money market
instruments in the Portfolio's portfolio, computed on a dollar
weighted basis, will be 90 days or less. This investment
objective and the Portfolio's fundamental investment policies may
not be changed without the approval of shareholders.
The investment objective of the Fund is identical to that
of the Portfolio. The Fund pursues its investment strategy by
investing in a portfolio of money market instruments maturing in
one year or less. The average maturity of money market
instruments in the Fund's portfolio, computed on a dollar
weighted basis, will be 90 days or less. This investment
objective and the Fund's fundamental investment policies may not
be changed without the approval of shareholders.
The money market instruments in which the Fund and the
Portfolio invest must either be rated in the highest short-term
rating categories by one or more nationally recognized
statistical rating organizations or, if not rated, be of
comparable quality to securities having such ratings.
Both the Portfolio and the Fund are subject to certain
investment limitations. For the Portfolio, these include
investment limitations which prohibit it from (1) borrowing money
directly or through reverse repurchase agreements or pledging
securities except that, under certain circumstances, the
Portfolio may borrow up to one-third of the value of its total
assets and pledge up to 10% of the value of those assets to
secure such borrowings; or (2) investing more than 5% of its
total assets in securities of issuers that have records of less
than three years of continuous operations. The Fund has the
investment limitations listed above and also has the following
additional limitation: with respect to 75% of its total assets,
purchasing securities issued by any one banking institution,
including repurchase agreements secured by certificates of
deposit, having a value of more than 15% of the Portfolio's total
assets.
Reference is hereby made to the Portfolio's Prospectus
and Statement of Additional Information, each dated August 12,
1994, and to the Fund's Prospectus and Statement of Additional
Information, each dated June 30, 1994, which set forth in full
the investment objectives and policies and investment limitations
of each of the Portfolio and the Fund.
Advisory and Other Fees
The annual investment advisory fee for each of the
Portfolio and the Fund is 0.50 of 1% of the Portfolio's or the
Fund's, as applicable, average daily net assets. Under the
investment advisory contract, Federated Management, the
investment adviser to the Portfolio (the "Adviser"), will
voluntarily waive some or all of its advisory fee to the extent
that specified operating expenses exceed a certain percentage of
its average daily net assets. This does not include
reimbursement to the Portfolio of any expenses incurred by
shareholders who use the transfer agent's subaccounting
facilities. This agreement to waive fees may be terminated by
the Adviser at any time in its sole discretion. The Adviser has
also undertaken to reimburse the Portfolio for operating expenses
in excess of limitations established by certain states. The
Adviser, which also serves as investment adviser to the Fund, has
similarly voluntarily undertaken to waive some or all of its
advisory fee and undertaken to reimburse the Fund for operating
expenses in excess of limitations established by certain states,
but may likewise terminate such waivers at any time in its sole
discretion. Without such waiver or reimbursement, the expense
ratio of each of the Portfolio and the Fund would be higher by
0.30 and 0.32 of 1%, respectively, of average daily net assets.
Federated Administrative Services, an affiliate of the
Adviser, provides certain administrative personnel and services
necessary to operate the Portfolio at an annual rate based upon
the average aggregate daily net assets of all funds advised by
the Adviser and its affiliates. The rate charged is 0.15 of 1%
of the first $250 million of all such funds' average aggregate
daily net assets, 0.125 of 1% on the next $250 million, 0.10 of
1% on the next $250 million and 0.075 of 1% of all such funds'
average aggregate daily net assets in excess of $750 million,
with a minimum annual fee per portfolio of $125,000 plus $30,000
for each additional class of such portfolio. Federated
Administrative Services may choose voluntarily to waive a portion
of its fee. Federated Administrative Services also provides
personnel and services to the Fund at identical rates. The
administrative fee expense for the Fund's most recent fiscal year
was 0.07 of 1% of its average aggregate daily net assets. The
Portfolio estimates that its administrative fee expense for the
current fiscal year will be 0.07 of 1% of its average aggregate
daily net assets.
The Portfolio has a Shareholder Services Plan under which
it may make payments of up to 0.25 of 1% of the average daily net
asset value of the Portfolio to obtain certain services for
shareholders and the maintenance of shareholder accounts. The
Portfolio has entered into a Shareholder Services Agreement
pursuant to which Federated Shareholder Services, an affiliate of
the Adviser, will either perform shareholder services directly or
will select certain financial institutions to perform such
services. The Fund has an identical agreement with Federated
Shareholder Services.
The maximum total annual operating expenses for the
Portfolio is expected to be 0.57% of average daily net assets and
would be 0.87% of average daily net assets absent the voluntary
waiver by the Adviser of a portion of the investment advisory
fee. The maximum total annual operating expenses for the Fund is
expected to be 0.57% of average daily net assets and would be
0.89% of average daily net assets absent the voluntary waiver by
the Adviser of a portion of the investment advisory fee.
Distribution Arrangements
Federated Securities Corp. ("FSC") is the principal
distributor for shares of the Portfolio and has been the
principal distributor for shares of the Fund as well. Neither
the Portfolio nor the Fund have a Rule 12b-1 plan in effect and,
accordingly, do not, nor does FSC, compensate brokers and dealers
for sales and administrative services performed in connection
with sales of Portfolio or Fund shares pursuant to a plan of
distribution adopted pursuant to Rule 12b-1.
Purchase and Redemption Procedures
The transfer agent and dividend disbursing agent for each
of the Portfolio and the Fund is Federated Services Company.
Procedures for the purchase and redemption of Portfolio shares
are identical to procedures applicable to the purchase and
redemption of Fund shares. Any questions about such procedures
may be directed to, and assistance in effecting purchases or
redemptions of Portfolio shares may be obtained from, FSC,
principal distributor for each of the Portfolio and the Fund, at
800-245-5000.
Reference is made to the Prospectus of the Portfolio
dated August 12, 1994, and the Prospectus of the Fund dated
June 30, 1994 for a complete description of the purchase and
redemption procedures applicable to purchases and redemptions of
Portfolio and Fund shares, respectively, each of which is
incorporated herein by reference thereto. Set forth below is a
brief listing of the significant purchase and redemption
procedures of each of the Portfolio and the Fund.
Purchases of shares may be made by wire or by check. The
minimum initial investment in each of the Portfolio and the Fund
is $25,000; however, an account may be opened with a smaller
amount as long as the $25,000 minimum is reached within 90 days.
All accounts maintained by an institutional investor will be
combined together to determine whether such minimum investment
requirement is met.
The net asset value is calculated at 12:00 noon (Eastern
time), 3:00 p.m. (Eastern time) and 4:00 p.m. (Eastern time), on
each day on which the Portfolio and the Fund compute their net
asset values. Purchase orders received by wire before 3:00 p.m.
(Eastern time) begin earning dividends that day. Purchase orders
received by check begin earning dividends on the day after the
check is converted into federal funds, which normally occurs one
day after receipt by the Portfolio's and the Fund's transfer
agent's bank, State Street Bank.
Redemptions may be made by telephone, by writing a check
or by mailing a written request. Shares are redeemed at their
net asset value next determined after the redemption request is
received. Proceeds will be distributed by wire or check.
Shareholders who have established a checking account for
redeeming fund shares will receive cancelled checks each month.
Checks may not be written to close an account.
Tax Consequences
As a condition to the Reorganization transactions, the
Trust and the Fund 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 the
Fund or their shareholders. The tax cost basis of the Portfolio
shares received by Fund shareholders will be the same as the tax
cost basis of their shares in the Fund.
RISK FACTORS
Investments in the Portfolio and the Fund are not insured
and are not guaranteed by the United States government.
Investment in the Portfolio is subject to certain risks which are
set forth in the Portfolio's Prospectus dated August 12, 1994 and
the Statement of Additional Information dated August 12, 1994 and
incorporated herein by reference thereto. Briefly, these risks
include, but are not limited to, the ability of the issuers of
securities owned by the Portfolio to meet their obligations for
the payment of principal and interest when due or to repurchase
such securities as previously agreed, actions by foreign
governments which have adverse consequences on the ability of
issuers to do so, international economic and political
developments, difficulties in obtaining or enforcing a judgment
against a foreign issuing bank and the possible impact of
interruptions in the flow of international currency transactions.
Investment in the Fund carries identical risks, as more fully
described in the Fund's Prospectus dated June 30, 1994 and the
Statement of Additional Information dated June 30, 1994.
INFORMATION ABOUT THE REORGANIZATION
Background and Reasons for the Proposed Reorganization
The Fund was established as a Massachusetts business
trust in 1981 for the primary purpose of providing shareholders
with the opportunity to take advantage of the economies and
higher yields available to large investors such as the Fund.
Although the Board of Trustees of the Fund has been satisfied
with the Fund's performance, it, and the Adviser to the Fund,
believe that the management structure can be simplified and
economies of scale possibly achieved by reorganizing the Fund as
a portfolio of the Trust rather than remaining as a separate
entity. Accordingly, the Adviser has recommended to the Trustees
of the Trust that the Portfolio be organized for the purpose of
acquiring the Fund's assets and thereby reorganizing the Fund as
a portfolio of the Trust. The Adviser similarly recommended to
the Trustees of the Fund that its assets be transferred to the
Trust, on behalf of the Portfolio, in order to reorganize it as a
separate portfolio of the Trust. In connection with this
proposal, the Adviser emphasized the common advisory services
provided by the Adviser to the Fund and the Trust, the similar
investment objectives and policies of the Fund and the Portfolio
and the administrative convenience and simplification of
management achievable by operating the Fund as a portfolio of the
Trust which has several money market portfolios, each of which is
designed for specific types of investments. The Trust currently
includes the following portfolios: Automated Cash Management
Trust, Government Obligations Fund, Prime Obligations Fund, Tax-
Free Obligations Fund and Treasury Obligations Fund. Information
concerning each of these portfolios may be obtained by contacting
FSC, the principal distributor for each portfolio of the Trust,
at the address or telephone number set forth on the cover page of
this Prospectus/Proxy Statement.
The Fund's Board of Trustees concluded that
reorganization of the Fund as a portfolio of the Trust could
provide for operating efficiencies and economies of scale. The
Fund's Trustees also noted that Fund shareholders would continue
to receive the same quality investment management services from
the Adviser as shareholders of the Portfolio. The Fund's Board
of Trustees, including a majority of the independent Trustees,
additionally determined that participation in the Reorganization
is in the best interests of the Fund and that the interests of
the Fund 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 Fund will
not suffer any adverse tax consequences as a result of the
Reorganization, the Board of Trustees of the Fund unanimously
voted to approve, and recommend to Fund shareholders the approval
of, the Reorganization.
The Trustees of the Trust, including the independent
Trustees, have unanimously concluded that consummation of the
Reorganization is in the best interests of the Trust and the
shareholders of the Portfolio and that the interests of Portfolio
shareholders would not be diluted as a result of effecting the
Reorganization and have unanimously approved the Plan.
Description of the Plan of Reorganization
The Plan provides that the Trust, on behalf of the
Portfolio, will acquire all of the assets, and assume all of the
liabilities, of the Fund in exchange for Portfolio shares to be
distributed pro rata by the Fund to its shareholders in complete
liquidation and dissolution of the Fund on or about October 28,
1994 (the "Closing Date"). Because both the Portfolio and the
Fund seek to maintain a constant net asset value of $1.00 per
share, it is expected that Fund shareholders will receive the
same number of shares in the Portfolio as they held in the Fund
immediately prior to the Closing Date. Shareholders of the Fund
will become shareholders of the Portfolio as of 4:00 p.m.
(Eastern time) on the Closing Date and will begin accruing
dividends on the next day. Shareholders of the Fund will earn
their last dividend from the Fund on the Closing Date.
Consummation of the Reorganization is subject to the
conditions set forth in the Plan, including receipt of an opinion
in form and substance satisfactory to the Fund and the Trust, on
behalf of the Portfolio, as described under the caption "Federal
Income Tax Consequences" below. The Plan may be terminated and
the Reorganization may be abandoned at any time before or after
approval by shareholders of the Fund prior to the Closing Date by
either party if it believes that consummation of the
Reorganization would not be in the best interests of its
shareholders.
The 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 Fund's shareholders and the costs
of holding the Special Meeting of Shareholders.
The foregoing description of the Plan entered into
between the Trust, on behalf of the Portfolio, and the Fund is
qualified in its entirety by the terms and provisions of the
Plan, a copy of which is attached hereto as Exhibit A and
incorporated herein by reference thereto.
Description of Portfolio Shares
Shares of the Portfolio to be issued to shareholders of
the Fund under the Plan will be fully paid and nonassessable when
issued and transferable without restriction and will have no
preemptive or conversion rights. Reference is hereby made to the
Prospectus of the Portfolio dated August 12, 1994 provided
herewith for additional information about Portfolio shares.
Federal Income Tax Consequences
As a condition to the Reorganization transactions, the
Trust, on behalf of the Portfolio, and the Fund will receive an
opinion from Dickstein, Shapiro & Morin, L.L.P., counsel to the
Trust and the Fund, 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 Plan 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 Portfolio upon its
receipt of the Fund's assets in exchange for Portfolio shares;
(3) no gain or loss will be recognized by the Fund upon the
transfer of its assets to the Portfolio in exchange for Portfolio
shares or upon the distribution (whether actual or constructive)
of the Portfolio shares to the Fund shareholders in exchange for
their shares of the Fund; (4) no gain or loss will be recognized
by shareholders of the Fund upon exchange of their Fund shares
for Portfolio shares; (5) the holding period and tax basis for
the Fund's assets acquired by the Portfolio will be the same as
the holding period and the tax basis to the Fund immediately
prior to the Reorganization; (6) the holding period of Portfolio
shares received by shareholders of the Fund pursuant to the Plan
will be the same as the holding period of Fund shares held by
such shareholders immediately prior to the Reorganization,
provided the Fund shares were held as capital assets on the date
of the Reorganization; and (7) the tax basis of Portfolio shares
received by shareholders of the Fund pursuant to the Plan will be
the same as the tax basis of Fund shares held by such
shareholders immediately prior to the Reorganization.
Comparative Information on Shareholder Rights and Obligations
Each of the Trust and the Fund 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 shareholders of the Fund as set forth in the applicable
Declaration of Trust and Bylaws are identical. Set forth below
is a brief summary of the significant rights of shareholders of
the Portfolio and of the Fund.
Neither the Trust nor the Fund 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 the Fund 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 the Fund, as the case may be. Each share of the
Portfolio and of the Fund is entitled to one vote. All shares of
the Trust have equal voting rights except that only shares of the
Portfolio are entitled to vote on matters only affecting the
Portfolio.
Under certain circumstances, shareholders of the
Portfolio may be held personally liable as partners under
Massachusetts law for obligations of the Trust. To protect its
shareholders, the Portfolio has filed legal documents with the
Commonwealth of Massachusetts that expressly disclaim the
liability of its shareholders for such acts or obligations of the
Portfolio. These documents require that notice of this
disclaimer be given in each agreement, obligation or instrument
that the Portfolio or its trustees enter into or sign.
In the unlikely event a shareholder is held personally
liable for the Portfolio's obligations, the Portfolio is required
to use its property to protect or compensate the shareholder. On
request, the Portfolio will defend any claim made and pay any
judgment against a shareholder for any act or obligation of the
Portfolio. Therefore, financial loss resulting from liability as
a shareholder will occur only if the Portfolio cannot meet its
obligations to indemnify shareholders and pay judgments against
them from the assets of the Portfolio.
Shareholders of the Fund have the same potential
liability under Massachusetts law.
Capitalization
The following table sets forth the capitalization of the
Portfolio and the Fund as of August 23, 1994 and on a pro forma
basis as of that date:
Portfolio Fund Pro Forma Combined
Net Assets $100 $1,040,458,573 $1,040,458,673
Price Per Share $1.00 $1.00 $1.00
INFORMATION ABOUT THE TRUST, THE
PORTFOLIO AND THE FUND
Automated Cash Management Trust, a portfolio of Money Market
Obligations Trust
Information about the Trust and the Portfolio is
contained in the Portfolio's current Prospectus dated August 12,
1994, a copy of which is included herewith and incorporated by
reference herein. Additional information about the Trust and the
Portfolio is included in the Portfolio's Statement of Additional
Information dated August 12, 1994, which is incorporated herein
by reference. Copies of the Statement of Additional Information,
which has been filed with the Securities and Exchange Commission
(the "SEC"), may be obtained without charge by contacting the
Trust at 1-800-245-5000 or by writing the Trust at Federated
Investors Tower, Pittsburgh, PA 15222-3779. The Trust, on behalf
of the Portfolio, is subject to the informational requirements of
the Securities Act of 1933 (the "1933 Act"), the Securities
Exchange Act of 1934 (the "1934 Act") and the 1940 Act and in
accordance therewith files reports and other information with the
SEC. Reports, proxy and information statements and other
information filed by the Trust, on behalf of the Portfolio, can
be obtained by calling or writing the Trust and can also be
inspected and copied by the public at the public reference
facilities maintained by the SEC in Washington, D.C. located at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at
certain of its regional offices located at Suite 1400,
Northwestern Atrium Center, 500 West Madison Street, Chicago, IL
60661 and 13th Floor, Seven World Trade Center, New York, NY
10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Branch, Office of Consumer
Affairs and Information Services, SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
This Prospectus/Proxy Statement, which constitutes part
of a Registration Statement filed by the Trust, on behalf of the
Portfolio, with the SEC under the 1933 Act, omits certain of the
information contained in the Registration Statement. Reference
is hereby made to the Registration Statement and to the exhibits
thereto for further information with respect to the Trust, the
Portfolio and the shares offered hereby. Statements contained
herein concerning the provisions of documents are necessarily
summaries of such documents, and each such statement is qualified
in its entirety by reference to the copy of the applicable
documents filed with the SEC.
Automated Cash Management Trust
Information about the Fund is contained in the Fund's
current Prospectus dated June 30, 1994 and its Statement of
Additional Information dated June 30, 1994, which are
incorporated herein by reference. Copies of such Prospectus and
Statements of Additional Information may be obtained without
charge from the Trust by calling 1-800-245-5000 or by writing to
the Trust at Federated Investors Tower, Pittsburgh, PA 15222-
3779. The Fund is subject to the informational requirements of
the 1933 Act, the 1934 Act and the 1940 Act and in accordance
therewith files reports and other information with the SEC.
Reports, proxy and information statements and other information
filed by the Fund can be obtained by calling or writing the Fund
and can also be inspected at the public reference facilities
maintained by the SEC or obtained at prescribed rates at the
addresses listed in the previous section.
VOTING INFORMATION
This Prospectus/Proxy Statement is furnished in
connection with the solicitation by the Board of Trustees of the
Fund of proxies for use at the Special Meeting of Shareholders
(the "Meeting") to be held on October 21, 1994 and at any
adjournment thereof. The proxy confers discretionary authority
on the persons designated therein to vote on other business not
currently contemplated which may properly come before the
Meeting. A proxy, if properly executed, duly returned and not
revoked, will be voted in accordance with the specifications
thereon; if no instructions are given, such proxy will be voted
in favor of the Plan. A shareholder may revoke a proxy at any
time prior to use by filing with the Secretary of the Fund an
instrument revoking the proxy, by submitting a proxy bearing a
later date or by attending and voting at the Meeting.
The cost of the solicitation, including the printing and
mailing of proxy materials, will be borne by the Adviser. In
addition to solicitations through the mails, proxies may be
solicited by officers, employees and agents of the Fund and the
Adviser at no additional cost to the Fund. Such solicitations
may be by telephone. The Adviser 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.
Outstanding Shares and Voting Requirements
The Board of Trustees of the Fund has fixed the close of
business on August 23, 1994 as the record date for the
determination of shareholders entitled to notice of and to vote
at the Special Meeting of Shareholders and any adjournment
thereof. As of the record date, there were 1,040,458,573 shares
of the Fund outstanding. Each Fund share is entitled to one vote
and fractional shares have proportionate voting rights. On the
record date, Stephens Inc. owned of record 62,365,865 shares, or
6.0%, and State Street Bank and Trust Company owned of record
85,481,924 shares, or 8.2% of the Fund's outstanding shares and
will own the same number of shares of the Portfolio after the
consummation of the Reorganization if no further purchases or
redemptions are made by such shareholders. On such date, no
other person owned of record, or to the knowledge of the Adviser,
beneficially owned, 5% or more of the Fund's outstanding shares.
On the record date, the trustees and officers of the Fund as a
group owned less than 1% of the outstanding shares of the Fund.
As of the record date, there were 100 shares of the
Portfolio outstanding all of which were owned by the Adviser.
Approval of the Plan requires the affirmative vote of two-
thirds of the outstanding shares of the Fund. The votes of
shareholders of the Portfolio are not being solicited since their
approval is not required in order to effect the Reorganization.
One-fourth of the outstanding shares of the Fund,
represented in person or by proxy, will be required to constitute
a quorum at the Special Meeting for the purpose of voting on the
proposed Reorganization. For purposes of determining the
presence of a quorum, shares represented by abstentions and
"broker non-votes" will be counted as present, but not as votes
cast, at the Special Meeting. Under the Fund's Declaration of
Trust, the approval of any action submitted to shareholders is
determined on the basis of a specified percentage of votes
entitled to be cast at the Special Meeting. Under the 1940 Act,
however, matters subject to the requirements of the 1940 Act,
including the Reorganization, are determined on the basis of a
percentage of votes present at the Special Meeting, which would
have the effect of treating abstentions and "broker non-votes" as
if they were votes against the proposal.
Dissenter's Right of Appraisal
Shareholders of the Fund objecting to the Reorganization
have no appraisal rights under the Fund's Declaration of Trust or
Massachusetts law. Under the Plan, if approved by Fund
shareholders, each Fund shareholder will become the owner of
Portfolio shares having a total net asset value equal to the
total net asset value of his or her holdings in the Fund at the
Closing Date.
Other Matters
Management of the Fund knows of no other matters that may
properly be, or which are likely to be, brought before the
meeting. However, if any other business shall properly come
before the meeting, the persons named in the proxy intend to vote
thereon in accordance with their best judgment.
So far as management is presently informed, there is no
litigation pending or threatened against the Trust.
Whether or not shareholders expect to attend the meeting,
all shareholders are urged to sign, fill in and return the
enclosed proxy form promptly.
STATEMENT OF ADDITIONAL INFORMATION
August 30, 1994
Acquisition of the assets of
AUTOMATED CASH MANAGEMENT TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-245-5000
By and in exchange for shares of
AUTOMATED CASH MANAGEMENT TRUST,
a portfolio of MONEY MARKET OBLIGATIONS TRUST
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone Number: 1-800-245-5000
This Statement of Additional Information dated August 30,
1994 is not a prospectus. A Prospectus/Proxy Statement dated
August 30, 1994 related to the above-referenced matter may be
obtained from Money Market Obligations Trust, on behalf of its
portfolio, Automated Cash Management Trust, Federated Investors
Tower, Pittsburgh, Pennsylvania 15222-3779. This Statement of
Additional Information should be read in conjunction with such
Prospectus/Proxy Statement.
TABLE OF CONTENTS
1. Statement of Additional Information of Automated
Cash Management Trust, a portfolio of Money Market Obligations
Trust, dated August 12, 1994.
2. Statement of Additional Information of Automated
Cash Management Trust, dated June 30, 1994
3. Financial Statements of Automated Cash Management
Trust, a portfolio of Money Market Obligations Trust, dated July
15, 1994
4. Financial Statements of Automated Cash Management
Trust dated April 30, 1994
The Statement of Additional Information of Automated Cash
Management Trust (the "Portfolio"), a portfolio of Money Market
Obligations Trust (the "Trust"), dated August 12, 1994, is
incorporated herein by reference to Post-Effective Amendment No.
10 to the Trust's Registration Statement on Form N-1A (File No.
33-31602) which was filed with the Securities and Exchange
Commission on or about August 12, 1994.
The Statement of Additional Information of Automated Cash
Management Trust (the "Fund") dated June 30, 1994 is incorporated
herein by reference to Post-Effective Amendment No. 8 to the
Fund's Registration Statement on Form N-1A (File No. 2-75367)
which was filed with the Securities and Exchange Commission on or
about June 30, 1994. A copy may be obtained from the Trust at
Federated Investors Tower, Pittsburgh, PA 15222-3279. Telephone
Number: 1-800-245-5000.
The audited financial statements of the Portfolio dated
July 15, 1994 are incorporated herein by reference to the
Portfolio's Prospectus dated August 12, 1994 which was filed with
the Securities and Exchange Commission in Post-Effective
Amendment No. 10 to the Trust's Registration Statement on Form N-
1A (File No. 33-31602) on or about August 12, 1994.
The audited financial statements of the Fund dated April
30, 1994 are incorporated herein by reference to the Fund's
Prospectus dated June 30, 1994 which was filed with the
Securities and Exchange Commission in Post-Effective Amendment
No. 20 to the Fund's Registration Statement on Form N-1A (File
No. 2-75367) on or about June 21, 1994.
Pro forma financial statements are not included herein as
the total capitalization of the Portfolio is insignificant and,
accordingly, such pro forma statements would not materially
differ from the financial statements of the Fund. The Fund is
considered to be the accounting survivor of the transaction,
therefore, the performance history of the Fund prior to the
Reorganization will be useful for historical comparative
purposes. Shareholders may obtain without charge a copy of the
most recent annual and semi-annual reports of the Fund which
contain, respectively, audited and unaudited financial statements
of the Fund by writing the address shown above or calling the
Trust at 1-800-245-5000.
PART C - OTHER INFORMATION
Item 15. Indemnification
Indemnification is provided to trustees and officers of
the Registrant pursuant to the Registrant's Declaration of Trust,
except where such indemnification is not permitted by law.
However, the Declaration of Trust does not protect the trustees
or officers from liability based on willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of their office.
Trustees and officers of the Registrant are insured
against certain liabilities, including liabilities arising under
the Securities Act of 1933 (the "Act").
Insofar as indemnification for liabilities arising under
the Act may be permitted to trustees, officers, and controlling
persons of the Registrant by the Registrant pursuant to the
Declaration of Trust or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by trustees, officers, or controlling persons of the
Registrant in connection with the successful defense of any act,
suit, or proceeding) is asserted by such trustees, officers, or
controlling persons in connection with the shares being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
Insofar as indemnification for liabilities may be
permitted pursuant to Section 17 of the Investment Company Act of
1940 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
1.1 Declaration of Trust of the Registrant, dated October 3,
1988(1)
1.2 Amendment to the Declaration of Trust dated October 3,
1989(1)
1.3 Letter re: Amendment No. 1 to Declaration of Trust(2)
1.4 Letter re: Amendment No. 2 to Declaration of Trust(2)
1.5 Letter re: Amendment No. 3 to Declaration of Trust(2)
1.6 Letter re: Amendment No. 4 to Declaration of Trust(2)
1.7 Amendment No. 5 to Declaration of Trust(2)
1.8 Amendment No. 6 to Declaration of Trust(2)
2. Bylaws of the Registrant(1)
3. Not Applicable
4. Agreement and Plan of Reorganization dated July 1, 1994
between Money Market Obligations Trust, a Massachusetts business
trust, on behalf of its portfolio Automated Cash Management
Trust, and Automated Cash Management Trust, a Massachusetts
business trust(6)
5. Copy of Specimen Certificate for Shares of Beneficial
Interest of the Registrant(3)(4)
6.1 Copy of Investment Advisory Contract of the Registrant(1)
6.2 Conformed Copy of Exhibit G to Investment Advisory
Contract(2)
7.1 Copy of Distributor's Contract of the Registrant(1)
7.2 Form of Exhibit A to Distributor's Contract(2)
7.3 Conformed Copy of Exhibit B to Distributor's Contract(2)
8. Not Applicable
9. Conformed Copy of Custodian Agreement of the Registrant(5)
10.1 Conformed Copy of Rule 12b-1 Plan of the Registrant(2)
10.2 Conformed Copy of Rule 12b-1 Agreement of the Registrant(2)
11. Opinion of Houston, Houston & Donnelly regarding legality of
shares being issued(6)
12. Opinion of Dickstein, Shapiro & Morin, L.L.P. regarding tax
consequences of Reorganization(6)
13.1 Conformed Copy of Fund Accounting Agreement(5)
13.2 Conformed Copy of Shareholder Services Plan of the
Registrant(2)
13.3 Conformed Copy of Shareholder Services Subcontract(2)
13.4 Conformed Copy of Transfer Agency and Service Agreement of
the Registrant(5)
14.1 Conformed copy of Consent of Independent Auditors, Ernst &
Young, L.L.P.*
14.2 Conformed copy of Consent of Independent Public
Accountants, Arthur Andersen & Co.*
14.3 Consent of Legal Counsel, Dickstein, Shapiro & Morin, L.L.P.
(contained in Exhibit 12)
15. Not Applicable
16. Conformed Copy of Powers of Attorney(6)
17.1 Declaration under Rule 24f-2(6)
17.2 Form of Proxy *
___________________
* Filed electronically.
(1) Response is incorporated by reference to Registrant's
Initial Registration Statement on Form N-1A filed on October 20,
1989 (File No. 33-31602).
(2) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 9 on Form N-1A filed on July 5, 1994
(File Nos. 33-31602 and 811-5950).
(3) Response is incorporated by reference to Registrant's Pre-
Effective Amendment No. 1 on Form N-1A filed on December 8, 1989
(File No.33-31602).
(4) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 7 on Form N-1A filed on May 6, 1994 (File
Nos. 33-31602 and 811-5950).
(5) Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 8 on Form N-1A filed on May 31, 1994
(File Nos. 33-31602 and 811-5950).
(6) Response is incorporated by reference to Registrant's
Registration Statement on Form N-14 filed July 22, 1994 (File
Nos. 33-54703 and 811-5950).
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to
any public reofferring 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 reofferring 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant, Money Market Obligations Trust, has duly
caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Pittsburgh, Commonwealth of Pennsylvania, on
August 29, 1994.
MONEY MARKET OBLIGATIONS TRUST
(Registrant)
By:_________________________________
J. Christopher Donahue
President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities indicated on August 29, 1994:
Chairman and Trustee
John F. Donahue
(Chief Executive Officer)
President and Trustee
J. Christopher Donahue
Vice President and Treasurer
Edward C. Gonzales
(Principal Financial and
Accounting Officer)
Trustee
John T. Conroy, Jr.
Trustee
William J. Copeland
Trustee
James E. Dowd
Trustee
Lawrence D. Ellis, M.D.
Trustee
Edward L. Flaherty, Jr.
Trustee
Peter E. Madden
Trustee
Gregor F. Meyer
Trustee
Wesley W. Posvar
Trustee
Marjorie P. Smuts
1* By: ________________________
Attorney in Fact
AUTOMATED CASH MANAGEMENT TRUST
FEDERATED INVESTORS TOWER
PITTSBURGH PA 15222-3779
AUTOMATED CASH MANAGEMENT TRUST
CUSIP NO. 052903101
FOR SPECIAL MEETING OF SHAREHOLDERS OCTOBER 21, 1994
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned
shareholders of Automated Cash Management Trust hereby appoint
Robert C. Rosselot, Patricia Conner, Mason Douglas, Carol
Kayworth, and Suzanne W. Land, or any of them true and lawful
attorneys, with power of substitution of each, to vote all shares
of Automated Cash Management Trust, which the undersigned is
entitled to vote, at the Special Meeting of Shareholders to be
held on October 21, 1994, at Federated Investors Tower,
Pittsburgh, Pennsylvania, at 2:00 p.m. (Eastern Time) and at any
adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. The
attorneys named will vote the shares represented by this proxy in
accordance with the choices made on this card. IF NO CHOICE IS
INDICATED AS TO ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY
ON THAT MATTER.
Discretionary authority is hereby conferred as to all other
matters as may properly come before the Special Meeting.
PROPOSAL
1. TO APPROVE OR DISAPPROVE AN AGREEMENT AND PLAN OF
REORGANIZATION.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED
ENVELOPE AND RETAIN THE TOP PORTION.
AUTOMATED CASH MANAGEMENT TRUST PROXY VOTING MAIL-IN STUB
RECORD DATE SHARES
PROPOSAL 1: TO APPROVE OR DISAPPROVE AN
AGREEMENT AND PLAN OF
REORGANIZATION
o FOR the Agreement and Plan of
Reorganization
o AGAINST the Agreement and
Plan of Reorganization
o ABSTAIN
Please sign EXACTLY as your name(s) appear above. When signing
as attorney, executor, administrator, guardian, trustee,
custodian, etc., please give your full title as such. If a
corporation or partnership, please sign the full name by an
authorized officer or partner. If stock is owned jointly, all
owners should sign.
_______________________________________________________
_______________________________________________________
Signature(s) of Shareholder(s)
Date:___________________________________________________
DICKSTEIN, SHAPIRO & MORIN, L.L.P.
2101 L. Street, N.W.
Washington, D.C. 20037
August 29, 1994
VIA EDGAR
EDGAR Operations Branch
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Bruce R. MacNeil
RE: MONEY MARKET OBLIGATIONS TRUST -
Pre-Effective Amendment No. 1 to
Registration Statement on Form N-14 (File No. 33-54703)
Ladies and Gentlemen:
Enclosed for filing electronically is Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-14 of
Money Market Obligations Trust (the "Trust") relating to the
acquisition of the assets of Automated Cash Management Trust (the
"Fund") by and in exchange for shares of Automated Cash
Management Trust, a portfolio of the Trust (the "Portfolio").
The enclosed Pre-Effective Amendment No. 1 contains
updated information, all of which is marked to show changes from
the prior filing. In addition, the enclosed Pre-Effective
Amendment No. 1 contains changes in response to comments received
from the Staff on the Registration Statement in a letter dated
August 23, 1994 from Bruce R. MacNeil to the undersigned. We are
also transmitting herewith a request for accelerated
effectiveness of the Form N-14 to Tuesday, August 30, 1994. Set
forth below are the captions of the Staff's comments and the
Trust's responses thereto:
TAX CONSEQUENCES
Staff Comment
1. The prospectus/proxy statement discloses 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 Portfolio or the Fund or its shareholders.
Please discuss the extent to which securities of the
combined portfolio are expected to be sold in order to
effect a realignment with the policies and investment
practices of the Portfolio and disclose the tax
consequences, if any.
Response
The Trust does not anticipate selling any
securities of the combined portfolio to effect a realignment
with the policies and investment practices of the Portfolio.
As a money market mutual fund, the Portfolio ordinarily will
hold substantially all of its portfolio securities until
maturity. If any such sales were to occur, the Trust
anticipates that there would be no material tax consequences
to the Portfolio or its shareholders. Consequently, the
Trust is of the view that no additional disclosure is
required.
COVER PAGE DISCLOSURE
Staff Comment
2. The prospectus/proxy cover page includes
several prominent disclosures of risk factors associated
with an investment in the Portfolio and the Fund. In
addition to these statements, please disclose prominently on
the cover page that an investment in the Portfolio or Fund
involves a possible loss of principal.
Response
The following sentence will be added as the second
sentence of the fourth paragraph of the prospectus/proxy
statement: "An investment in the Portfolio or Fund involves
a possible loss of principal." This sentence will appear in
bold type.
INVESTMENT LIMITATIONS -- DIVERSIFICATION POLICY
Staff Comment
3. The prospectus/proxy statement discloses that
the Portfolio and the Fund each have an investment
limitation which prohibit them from, with respect to 75% of
their total assets, purchasing securities issued by any one
banking institution, including repurchase agreements secured
by certificates of deposit, having a value of more than 15%
of the Portfolio's or the Fund's total assets. This
limitation does not conform with Rules 2a-7 or 5b-2 (17
C.F.R. 270.2a-7 and 17 C.F.R. 270.5b-2) of the 1940 Act.
Please revise this limitation so that it conforms to these
two rules.
Response
The investment limitations of the Portfolio were
changed in the Trust's post-effective amendment to its
registration statement filed August 12, 1994, Post-Effective
Amendment No. 10 under the Securities Act of 1933 and
Amendment No. 11 under the Investment Company Act of 1940.
As a result of this change, the Prospectus/Proxy Statement
has been revised such that the paragraph describing
investment limitations of the Portfolio and the Fund reads
as follows:
"Both the Portfolio and the Fund are subject to
certain investment limitations. For the Portfolio, these
include investment limitations which prohibit it from
(1) borrowing money directly or through reverse repurchase
agreements or pledging securities except that, under certain
circumstances, the Portfolio may borrow up to one-third of
the value of its total assets and pledge up to 10% of the
value of those assets to secure such borrowings; or (2)
investing more than 5% of its total assets in securities of
issuers that have records of less than three years of
continuous operations. The Fund has the investment
limitations listed above and also has the following
additional limitation: with respect to 75% of its total
assets, purchasing securities issued by any one banking
institution, including repurchase agreements secured by
certificates of deposit, having a value of more than 15% of
the Portfolio's total assets."
FEES AND SHAREHOLDER RIGHTS
Staff Comment
4. Subaccounting Services
The prospectus/proxy statement discloses that the
investment adviser to the Portfolio will waive some or all
of its advisory fee to reimburse the Portfolio to the extent
that specified operating expenses exceed a certain
percentage of its average daily net assets but that this
reimbursement does not include any expenses incurred by
shareholders who use the transfer agent's subaccounting
facilities. Please disclose this provision as a difference
between the Portfolio and the Fund, and include a discussion
of its effect on the Portfolio's and the Fund's expense
ratios. In addition, please disclose the fees an investor
can expect to pay for the subaccounting services.
Response
Fees for subaccounting services are paid only by
shareholders who enter into a separate agreement with the
transfer agent to receive additional subaccounting services
from the transfer agent. The fees are not paid by the
Portfolio. The amount of fees that are paid by shareholders
depends upon the level of services that the shareholder
wishes to receive. Because these are not Portfolio
expenses, in the Trust's view, further disclosure concerning
the range of these fees is not material.
This disclosure is included with respect to the
Portfolio to advise shareholders that subaccounting services
are available and to alert them that fees are charged for
those services. The same services were provided to
shareholders of the Fund, although there was no prospectus
disclosure describing subaccounting services from the
transfer agent. Thus, there are no differences between the
Portfolio and the Fund in this regard.
Staff Comment
5. Shareholder Service Plan
The prospectus/proxy statement describes the
Portfolio's Shareholder Service Plan and then discloses that
the Fund has a "similar" agreement with Federated
Shareholder Services. Please disclose the maximum possible
shareholder service fees for the Fund and the Portfolio and
any differences in the Fund's and the Portfolio's plans.
Response
The disclosure has been revised to read: "The Fund
has an identical agreement with Federated Shareholder
Services."
Staff Comment
6. Shareholder Rights
The prospectus/proxy statement discloses that the
rights of shareholders of the Trust and the Fund are
"substantially" identical. Please disclose any material
differences between the rights of the Portfolio's and the
Fund's shareholders. See Item 4(a)(5) to Form N-14.
Response
The disclosure has been revised to read: "The
rights of shareholders of the Trust and shareholders of the
Fund as set forth in the applicable Declaration of Trust and
Bylaws are identical."
TELEPHONIC PROXIES AND OTHER FORMS OF SOLICITATIONS
Staff Comment
7. The prospectus/proxy statement discloses that
proxy solicitations may be made by telephone. Please advise
us supplementally whether the Fund in fact intends to use
telephonic proxies (actual transcriptions of votes over the
telephone). If so we will have additional comments
concerning information which must appear in either the
prospectus/proxy statement or in additional soliciting
material which must be furnished to shareholders in advance
of the telephonic transcription of votes.
Responses
The Trust intends to solicit proxies by telephone
but will require completed ballots for voting purposes.
INCORPORATION BY REFERENCE
Staff Comment
8. The Statement of Additional Information omits
the effective date of the Portfolio's current registration
statement and financial statements which were to be
incorporated by reference into the registration statement.
Please include this information, as well as the date these
items were filed with the Commission, when the Trust files
the pre-effective amendment.
Response
The effective date of the Portfolio's current
registration statement is included in this Pre-effective
Amendment No. 1 and the Portfolio's financial statements are
incorporated herein by reference into the Statement of
Additional Information.
*****
In the event the Staff has any further questions or
comments on the Trust's Registration Statement, as amended
hereby, please feel free to contact the undersigned at (202) 828-
2218.
Very truly yours,
/s/Matthew G. Maloney
Matthew G. Maloney
MGM/dlm
Enclosure
cc: Thomas J. Donnelly, Esquire
John W. McGonigle, Esquire
Robert C. Rosselot, Esquire
FEDERATED SECURITIES CORP.
Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
August 26, 1994
Via EDGAR
EDGAR Operations Branch
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Bruce R. MacNeil
RE: MONEY MARKET OBLIGATIONS TRUST -
Registration Statement on Form N-14
(File Nos. 33-54703 and 811-5950)
Dear Mr. MacNeil:
The undersigned Registrant and its principal
distributor, Federated Securities Corp., respectfully request
that effectiveness of the above-captioned Registration Statement
be accelerated to August 30, 1994 or as soon thereafter as
practicable.
Very truly yours,
/s/ S. Elliott Cohan
S. Elliott Cohan
Assistant Secretary
Money Market Obligations Trust
/s/ S. Elliott Cohan
S. Elliott Cohan
Secretary
Federated Securities Corp.
_______________________________
1* Such signature has been affixed pursuant to a Power of
Attorney.
Exhibit (14.1)
CONSENT OF ERNST & YOUNG LLP,INDEPENDENT AUDITORS
We consent to the use of our report dated June 9, 1994, with
respect to the financial statements and financial highlights of
Automated Cash Management Trust (the "Fund") incorporated by
reference in the Registration Statement (Form N-14 No. 33-54703)
and related Prospectus of Automated Cash Management Trust (a
portfolio of Money Market Obligations Trust, the "Trust") for the
reorganization of the Fund into the Trust.
By: ERNST & YOUNG LLP
Ernst & Young LLP
Pittsburgh, Pennsylvania
August 22, 1994
Exhibit 14.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in Pre-Effective Amendment No.1 to Form N-14 Registration
Statement of Money Market Obligations Trust of our report dated July 15,
1994, on the financial statements of Automated Cash Management Trust (one
of the portfolios comprising Money Market Obligations Trust), included in
the prospectus as a part of this registration statement.
Arthur Andersen & Co.
Arthur Andersen & Co.
Pittsburgh, Pennsylvania
August 24, 1994
