Reg. No. 33-_____
811-5950
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 7, 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 ___, 1994 John W. McGonigle
Secretary
Shareholders of record at the close of business August 8, 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 __, 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 397 days
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 __________, 1994 which is incorporated herein by reference. Statements
of Additional Information for the Portfolio dated _________, 1994 (relating to
the Portfolio's prospectus of the same date) and August __, 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. 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 397 days 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;
(2) 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; or (3) 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 identical investment limitations.
Reference is hereby made to the Portfolio's Prospectus and Statement
of Additional Information, each dated __________, 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 a
similar 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 _______,
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 __________, 1994 and the Statement of Additional Information dated
__________, 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 14, 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
__________, 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
substantially 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 July 13, 1994 and on a pro forma basis as of that date:
Portfolio Fund Pro Forma Combined
Net Assets $100 $1,050,861,635 $1,050,861,735
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 _______, 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 _______, 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 7, 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 8, 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 __________ shares
of the Fund outstanding. Each Fund share is entitled to one vote and
fractional shares have proportionate voting rights. On the record date,
________ owned of record _____ shares, or ___%, 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 shareholder. 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.
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated July 1, 1994 (the
"Agreement"), between MONEY MARKET OBLIGATIONS TRUST, a Massachusetts business
trust (the "Trust") on behalf of its portfolio AUTOMATED CASH MANAGEMENT TRUST
(hereinafter called the "Acquiring Fund"), and AUTOMATED CASH MANAGEMENT
TRUST, a Massachusetts business trust (hereinafter called the "Acquired
Fund").
This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a)(1)(F) of
the United States Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization (the "Reorganization") will consist of the transfer of all of
the assets of the Acquired Fund in exchange solely for shares of beneficial
interest of the Acquiring Fund (the "Acquiring Fund Shares") and the
distribution, after the Closing Date hereinafter referred to, of the Acquiring
Fund Shares to the shareholders of the Acquired Fund in liquidation of the
Acquired Fund as provided herein, all upon the terms and conditions
hereinafter set forth in this Agreement.
WHEREAS, the Acquired Fund and the Acquiring Fund are registered
open-end management investment companies and the Acquired Fund owns securities
in which the Acquiring Fund is permitted to invest;
WHEREAS, both the Acquired Fund and the Acquiring Fund are
authorized to issue their shares of beneficial interest;
WHEREAS, the Board of Trustees, including a majority of the Trustees
who are not "interested persons" (as defined under the Investment Company Act
of 1940, as amended (the "1940 Act")), of the Acquiring Fund has determined
that the exchange of all or substantially all of the assets of the Acquired
Fund for Acquiring Fund Shares is in the best interests of the Acquiring Fund
shareholders and that the interests of the existing shareholders of the
Acquiring Fund would not be diluted as a result of this transaction; and
WHEREAS, the Board of Trustees, including a majority of the Trustees
who are not "interested persons" (as defined under the 1940 Act), of the
Acquired Fund has determined that the exchange of all of the assets of the
Acquired Fund for Acquiring Fund Shares is in the best interests of the
Acquired Fund shareholders and that the interests of the existing shareholders
of the Acquired Fund would not be diluted as a result of this transaction;
NOW THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties agree as follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR THE
ACQUIRING FUND SHARES AND LIQUIDATION OF THE ACQUIRED FUND.
1.1 Subject to the terms and conditions contained herein, the
Acquired Fund agrees to assign, transfer and convey to the Acquiring Fund all
of the assets of the Acquired Fund, including all securities and cash, and the
Acquiring Fund agrees in exchange therefor (i) to deliver to the Acquired Fund
the number of Acquiring Fund Shares, including fractional Acquiring Fund
Shares, determined as set forth in paragraph 2.3. Such transaction shall take
place at the closing (the "Closing") on the closing date (the "Closing Date")
provided for in paragraph 3.1 In lieu of delivering certificates for the
Acquiring Fund Shares, the Acquiring Fund shall credit the Acquiring Fund
Shares to the Acquired Fund's account on the stock record books of the
Acquiring Fund and shall deliver a confirmation thereof to the Acquired Fund.
1.2 The Acquired Fund will discharge all of its liabilities and
obligations prior to the Closing Date.
1.3 Delivery of the assets of the Acquired Fund to be transferred
shall be made on the Closing Date and shall be delivered to State Street Bank
and Trust Company (hereinafter called "State Street"), Boston, Massachusetts,
the Acquiring Fund's custodian (the "Custodian"), for the account of the
Acquiring Fund, together with proper instructions and all necessary documents
to transfer to the account of the Acquiring Fund, free and clear of all liens,
encumbrances, rights, restrictions and claims. All cash delivered shall be in
the form of currency and immediately available funds payable to the order of
the Custodian for the account of the Acquiring Fund.
1.4 The Acquired Fund will pay or cause to be paid to the Acquiring
Fund any dividends or interest received on or after the Closing Date with
respect to assets transferred to the Acquiring Fund hereunder. The Acquired
Fund will transfer to the Acquiring Fund any distributions, rights or other
assets received by the Acquired Fund after the Closing Date as distributions
on or with respect to the securities transferred. Such assets shall be deemed
included in assets transferred to the Acquiring Fund on the Closing Date and
shall not be separately valued.
1.5 As soon after the Closing Date as is conveniently practicable,
the Acquired Fund will liquidate and distribute pro rata to the Acquired
Fund's shareholders of record, determined as of the close of business on the
Closing Date (the "Acquired Fund Shareholders"), the Acquiring Fund Shares
received by the Acquired Fund pursuant to paragraph 1.1. Such liquidation and
distribution will be accomplished by the transfer of the Acquiring Fund Shares
then credited to the account of the Acquired Fund on the books of the
Acquiring Fund to open accounts on the share record books of the Acquiring
Fund in the names of the Acquired Fund Shareholders and representing the
respective pro rata number of the Acquiring Fund Shares due such shareholders.
All issued and outstanding shares of the Acquired Fund will simultaneously be
canceled on the books of the Acquired Fund. Share certificates representing
interests in the Acquired Fund will represent a number of Acquiring Fund
Shares after the Closing Date as determined in accordance with Section 2.3.
The Acquiring Fund shall not issue certificates representing the Acquiring
Fund Shares in connection with such exchange.
1.6 Ownership of Acquiring Fund Shares will be shown on the books
of the Acquiring Fund's transfer agent. Shares of the Acquiring Fund will be
issued in the manner described in the Acquiring Fund's current prospectus and
statement of additional information.
1.7 Any transfer taxes payable upon issuance of the Acquiring Fund
Shares in a name other than the registered holder of the Acquired Fund shares
on the books of the Acquired Fund as of that time shall, as a condition of
such issuance and transfer, be paid by the person to whom such Acquiring Fund
Shares are to be issued and transferred.
1.8 Any reporting responsibility of the Acquired Fund is and shall
remain the responsibility of the Acquired Fund up to and including the Closing
Date and such later dates, with respect to dissolution and deregistration of
the Acquired Fund, on which the Acquired Fund is dissolved and deregistered.
1.9 The Acquired Fund shall be deregistered as an investment
company under the 1940 Act and dissolved as a Massachusetts business trust
promptly following the Closing Date and the making of all distributions
pursuant to paragraph 1.5.
2. VALUATION
2.1 The value of the Acquired Fund's net assets to be acquired by
the Acquiring Fund hereunder shall be the value of such assets computed as of
4:00 p.m. (Eastern time) on the Closing Date (such time and date being
hereinafter called the "Valuation Date"), using the valuation procedures set
forth in the Acquiring Fund's then-current prospectus or statement of
additional information.
2.2 The net asset value of an Acquiring Fund Share shall be the net
asset value per share computed as of 4:00 p.m. (Eastern time) on the
Valuation Date, using the valuation procedures set forth in the Acquiring
Fund's then-current prospectus or statement of additional information.
2.3 The number of the Acquiring Fund Shares to be issued (including
fractional shares, if any) in exchange for the Acquired Fund's net assets
shall be determined by dividing the value of the net assets of the Acquired
Fund determined using the same valuation procedures referred to in paragraph
2.1 by the net asset value of one Acquiring Fund Share determined in
accordance with paragraph 2.2.
2.4 All computations of value shall be made in accordance with the
regular practices of the Acquiring Fund.
3. CLOSING AND CLOSING DATE.
3.1 The Closing Date shall be October 14, 1994 or such later date
as the parties may mutually agree. All acts taking place at the Closing Date
shall be deemed to take place simultaneously as of the close of business on
the Closing Date unless otherwise provided. The Closing shall be held at
4:00 p.m. (Eastern time) at the offices of the Acquiring Fund, Federated
Investors Tower, Pittsburgh, PA 15222-3779, or such other time and/or place as
the parties may mutually agree.
3.2 If on the Valuation Date (a) the primary trading market for
portfolio securities of the Acquiring Fund or the Acquired Fund shall be
closed to trading or trading thereon shall be restricted; or (b) trading or
the reporting of trading shall be disrupted so that accurate appraisal of the
value of the net assets of the Acquiring Fund or the Acquired Fund is
impracticable, the Closing Date shall be postponed until the first business
day after the day when trading shall have been fully resumed and reporting
shall have been restored.
3.3 Federated Services Company, as transfer agent for each of the
Acquired Fund and Acquiring Fund, shall deliver at the Closing a certificate
of an authorized officer stating that its records contain the names and
addresses of the Acquired Fund Shareholders and the number and percentage
ownership of outstanding shares owned by each such shareholder immediately
prior to the Closing. The Acquiring Fund shall issue and deliver a
confirmation evidencing the Acquiring Fund Shares to be credited on the
Closing Date to the Secretary of the Acquired Fund, or provide evidence
satisfactory to the Acquired Fund that such Acquiring Fund Shares have been
credited to the Acquired Fund's account on the books of the Acquiring Fund.
At the Closing, each party shall deliver to the other such bills of sale,
checks, assignments, assumption agreements, share certificates, if any,
receipts or other documents as such other party or its counsel may reasonably
request.
4. REPRESENTATIONS AND WARRANTIES.
4.1 The Acquired Fund represents and warrants to the Acquiring Fund
as follows:
(a) The Acquired 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 to
carry out this Agreement.
(b) The Acquired Fund is registered under the 1940 Act, as an
open-end, diversified, management investment company, and such registration
has not been revoked or rescinded and is in full force and effect.
(c) The Acquired Fund is not, and the execution, delivery and
performance of this Agreement will not result, in material violation of its
Declaration of Trust or By-Laws or of any agreement, indenture, instrument,
contract, lease or other undertaking to which the Acquired Fund is a party or
by which it is bound.
(d) The Acquired Fund has no material contracts or other
commitments outstanding (other than this Agreement) which will result in
liability to it after the Closing Date.
(e) No litigation or administrative proceeding or
investigation of or before any court or governmental body is currently pending
or to its knowledge threatened against the Acquired Fund or any of its
properties or assets which, if adversely determined, would materially and
adversely affect its financial condition or the conduct of its business. The
Acquired Fund knows of no facts which might form the basis for the institution
of such proceedings, and is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body which materially
and adversely affects its business or its ability to consummate the
transactions herein contemplated.
(f) The current prospectus and statement of additional
information of the Acquired Fund conform in all material respects to the
applicable requirements of the Securities Act of 1933, as amended (the "1933
Act"), and the 1940 Act and the rules and regulations of the Securities and
Exchange Commission (the "Commission") thereunder and do not include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein as necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
(g) The Statements of Assets and Liabilities of the Acquired
Fund at April 30, 1993 and 1994 have been audited by Ernst & Young,
independent auditors, and have been prepared in accordance with generally
accepted accounting principles, consistently applied, and such statements
(copies of which have been furnished to the Acquiring Fund) fairly reflect the
financial condition of the Acquired Fund as of such dates, and there are no
known contingent liabilities of the Acquired Fund as of such dates not
disclosed therein.
(h) Since April 30, 1994, there has not been any material
adverse change in the Acquired Fund's financial condition, assets, liabilities
or business other than changes occurring in the ordinary course of business,
or any incurrence by the Acquired Fund of indebtedness maturing more than one
year from the date such indebtedness was incurred, except as otherwise
disclosed to and accepted by the Acquiring Fund.
(i) At the Closing Date, all Federal and other tax returns
and reports of the Acquired Fund required by law to have been filed by such
dates shall have been filed, and all Federal and other taxes shall have been
paid so far as due, or provision shall have been made for the payment thereof,
and to the best of the Acquired Fund's knowledge no such return is currently
under audit and no assessment has been asserted with respect to such returns.
(j) For each fiscal year of its operation, the Acquired Fund
has met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company.
(k) All issued and outstanding shares of the Acquired Fund
are, and at the Closing Date will be, duly and validly issued and outstanding,
fully paid and non-assessable. All of the issued and outstanding shares of
the Acquired Fund will, at the time of the Closing, be held by the persons and
in the amounts set forth in the records of the transfer agent as provided in
paragraph 3.3. The Acquired Fund does not have outstanding any options,
warrants or other rights to subscribe for or purchase any of the Acquired Fund
shares, nor is there outstanding any security convertible into any of the
Acquired Fund Shares.
(l) On the Closing Date, the Acquired Fund will have full
right, power and authority to sell, assign, transfer and deliver the assets to
be transferred by it hereunder.
(m) The execution, delivery and performance of this Agreement
will have been duly authorized prior to the Closing Date by all necessary
action on the part of the Acquired Fund's Trustees and, subject to the
approval of the Acquired Fund Shareholders, this Agreement will constitute the
valid and legally binding obligation of the Acquired Fund enforceable in
accordance with its terms, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto, and to general principles of equity and the discretion of the
court (regardless of whether the enforceability is considered in a proceeding
in equity or at law).
(n) The prospectus/proxy statement of the Acquired Fund (the
"Prospectus/Proxy Statement") to be included in the Registration Statement
referred to in paragraph 5.5 (other than information therein that relates to
the Acquiring Fund) will, on the effective date of the Registration Statement
and on the Closing Date, not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which such
statements were made, not misleading.
(o) The Acquired Fund has entered into an agreement under
which Federated Management will assume the expenses of the reorganization
including accountants' fees, 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 Acquired
Fund's shareholders and the costs of holding the Special Meeting of
Shareholders.
4.2 The Acquiring Fund represents and warrants to the Acquired 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 the Acquiring Fund has the power to carry on its business as
it is now being conducted and to carry out this Agreement.
(b) The Trust is registered under the 1940 Act as an open-
end, diversified, management investment company, and such registration has not
been revoked or rescinded and is in full force and effect.
(c) The Acquiring Fund is not, and the execution, delivery
and performance of this Agreement will not result, in material violation of
the Trust's Declaration of Trust or By-Laws or of any agreement, indenture,
instrument, contract, lease or other undertaking to which the Acquiring Fund
is a party or by which it is bound.
(d) No litigation or administrative proceeding or
investigation of or before any court or governmental body is currently pending
or to its knowledge threatened against the Acquiring Fund or any of its
properties or assets which, if adversely determined, would materially and
adversely affect its financial condition or the conduct of its business. The
Acquiring Fund knows of no facts which might form the basis for the
institution of such proceedings, and is not a party to or subject to the
provisions of any order, decree or judgment of any court or governmental body
which materially and adversely affects its business or its ability to
consummate the transactions contemplated herein.
(e) The current prospectus and statement of additional
information of the Acquiring Fund conform in all material respects to the
applicable requirements of the 1933 Act and the 1940 Act and the rules and
regulations of the Commission thereunder and do not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(f) The Statement of Assets and Liabilities of the Acquiring
Fund at July ___, 1994, will be audited by Arthur Andersen & Co., independent
public accountants, and will be prepared in accordance with generally accepted
accounting principles, and such statements (copies of which will be furnished
to the Acquired Fund) will fairly reflect the financial condition of the
Acquiring Fund as of such date.
(g) At the Closing Date, all Federal and other tax returns
and reports of the Acquiring Fund required by law then to be filed shall have
been filed, and all Federal and other taxes shown as due on said returns and
reports shall have been paid or provision shall have been made for the payment
thereof.
(h) For each fiscal year of its operation, the Acquiring Fund
will meet the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company.
(i) All issued and outstanding shares of the Acquiring Fund
are, and at the Closing Date will be, duly and validly issued and outstanding,
fully paid and non-assessable. The Acquiring Fund does not have outstanding
any options, warrants or other rights to subscribe for or purchase any of the
Acquiring Fund Shares, nor is there outstanding any security convertible into
any Acquiring Fund Shares.
(j) The execution, delivery and performance of this Agreement
will have been duly authorized prior to the Closing Date by all necessary
action, if any, on the part of the Acquiring Fund's Trustees, and this
Agreement will constitute the valid and legally binding obligation of the
Acquiring Fund enforceable in accordance with its terms, subject to the effect
of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
and other similar laws relating to or affecting creditors' rights generally
and court decisions with respect thereto, and to general principles of equity
and the discretion of the court (regardless of whether the enforceability is
considered in a proceeding in equity or at law).
(k) The Prospectus/Proxy Statement to be included in the
Registration Statement (only insofar as it relates to the Acquiring Fund)
will, on the effective date of the Registration Statement and on the Closing
Date, not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which such statements
were made, not misleading.
(l) The Acquiring Fund has entered into an agreement under
which Federated Management will assume the expenses of the reorganization
including accountants' fees, 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 Acquired
Fund's shareholders and the costs of holding the Special Meeting of
Shareholders.
5. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND.
5.1 The Acquiring Fund and the Acquired Fund each will operate its
business in the ordinary course between the date hereof and the Closing Date,
it being understood that such ordinary course of business will include
customary dividends and distributions.
5.2 The Acquired Fund will call a meeting of the Acquired Fund
Shareholders to consider and act upon this Agreement and to take all other
action necessary to obtain approval of the transactions contemplated herein.
5.3 Subject to the provisions of this Agreement, the Acquiring Fund
and the Acquired Fund will each take, or cause to be taken, all action, and do
or cause to be done, all things reasonably necessary, proper or advisable to
consummate and make effective the transactions contemplated by this Agreement.
5.4 As promptly as practicable, but in any case within sixty days
after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund, in
such form as is reasonably satisfactory to the Acquiring Fund, a statement of
the earnings and profits of the Acquired Fund for Federal income tax purposes
which will be carried over to the Acquiring Fund as a result of Section 381 of
the Code and which will be certified by the Acquired Fund's President and its
Treasurer.
5.5 The Acquired Fund will provide the Acquiring Fund with
information reasonably necessary for the preparation of a prospectus (the
"Prospectus") which will include the Proxy Statement, referred to in paragraph
4.1(n), all to be included in a Registration Statement on Form N-14 of the
Acquiring Fund (the "Registration Statement"), in compliance with the 1933
Act, the Securities Exchange Act of 1934, as amended, and the 1940 Act in
connection with the meeting of the Acquired Fund Shareholders to consider
approval of this Agreement and the transactions contemplated herein.
5.6 The Acquiring Fund agrees to use all reasonable efforts to
obtain the approvals and authorizations required by the 1933 Act, the 1940 Act
and such of the state Blue Sky or securities laws as it may deem appropriate
in order to continue its operations after the Closing Date.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND.
The obligations of the Acquiring Fund to complete the transactions
provided for herein shall be subject, at its election, to the performance by
the Acquired Fund of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, the following conditions:
6.1 All representations and warranties of the Acquired Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date with the same force and
effect as if made on and as of the Closing Date.
6.2 The Acquired Fund shall have delivered to the Acquiring Fund a
statement of the Acquired Fund's assets, together with a list of the Acquired
Fund's portfolio securities showing the tax costs of such securities by lot
and the holding periods of such securities, as of the Closing Date, certified
by the Treasurer of the Acquired Fund.
6.3 The Acquired Fund shall have delivered to the Acquiring Fund on
the Closing Date a certificate executed in its name by its President or Vice
President and its Treasurer, in form and substance satisfactory to the
Acquiring Fund, to the effect that the representations and warranties of the
Acquired Fund made in this Agreement are true and correct at and as of the
Closing Date, except as they may be affected by the transactions contemplated
by this Agreement, and as to such other matters as the Acquiring Fund shall
reasonably request.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND.
The obligations of the Acquired Fund to consummate the transactions
provided herein shall be subject, at its election, to the performance by the
Acquiring Fund of all the obligations to be performed by it hereunder on or
before the Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of the Acquiring Fund
contained in this Agreement shall be true and correct in all material respects
as of the date hereof and, except as they may be affected by the transactions
contemplated by this Agreement, as of the Closing Date with the same force and
effect as if made on and as of the Closing Date.
7.2 The Acquiring Fund shall have delivered to the Acquired Fund on
the Closing Date a certificate executed in its name by its President or Vice
President and its Treasurer, in form and substance satisfactory to the
Acquired Fund, to the effect that the representations and warranties of the
Acquiring Fund made in this Agreement are true and correct at and as of the
Closing Date, except as they may be affected by the transactions contemplated
by this Agreement, and as to such other matters as the Acquired Fund shall
reasonably request.
7.3 The Acquiring Fund shall have delivered to the Acquired Fund
before the Closing Date the Statement of Assets and Liabilities referred to in
Section 4.2(f).
7.4 There shall not have been any material adverse change in the
Acquiring Fund's financial condition, assets, liabilities or business since
the date of such Statement of Assets and Liabilities other than changes
occurring in the ordinary course of business, or any incurrence by the
Acquiring Fund of any indebtedness, except as otherwise disclosed to and
accepted by the Acquired Fund.
8. FURTHER CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE ACQUIRING
FUND AND THE ACQUIRED FUND.
If any of the conditions set forth below do not exist on or before
the Closing Date with respect to the Acquired Fund or the Acquiring Fund, the
other party to this Agreement shall, at its option, not be required to
consummate the transactions contemplated by this Agreement.
8.1 The Agreement and the transactions contemplated herein shall
have been approved by the requisite vote of the holders of the outstanding
shares of the Acquired Fund in accordance with the provisions of the Acquired
Fund's Declaration of Trust.
8.2 On the Closing Date no action, suit or other proceeding
shall be pending before any court or governmental agency in which it is sought
to restrain or prohibit, or obtain damages or other relief in connection with,
this Agreement or the transactions contemplated herein.
8.3 All consents of other parties and all other consents, orders
and permits of Federal, state and local regulatory authorities (including
those of the Commission and of state Blue Sky and securities authorities)
deemed necessary by the Acquiring Fund or the Acquired Fund to permit
consummation, in all material respects, of the transactions contemplated
hereby shall have been obtained, except where failure to obtain any such
consent, order or permit would not involve a risk of a material adverse effect
on the assets or properties of the Acquiring Fund or the Acquired Fund,
provided that either party hereto may for itself waive any of such conditions.
8.4 The Registration Statement shall have become effective under
the 1933 Act and no stop orders suspending the effectiveness thereof shall
have been issued and, to the best knowledge of the parties hereto, no
investigation or proceeding for that purpose shall have been instituted or be
pending, threatened or contemplated under the 1933 Act.
8.5 The Acquiring Fund and the Acquired Fund shall have received
an opinion of Dickstein, Shapiro & Morin, L.L.P. substantially to the effect
that for Federal income tax purposes:
(a) The transfer of all or substantially all of the Acquired
Fund assets in exchange for the Acquiring Fund Shares and the distribution of
the Acquiring Fund Shares to the shareholders of the Acquired Fund in
liquidation of the Acquired Fund will constitute a "reorganization" within the
meaning of Section 368(a)(1)(F) of the Code; (b) No gain or loss will be
recognized by the Acquiring Fund upon the receipt of the assets of the
Acquired Fund solely in exchange for the Acquiring Fund Shares; (c) No gain or
loss will be recognized by the Acquired Fund upon the transfer of the Acquired
Fund assets to the Acquiring Fund in exchange for the Acquiring Fund Shares or
upon the distribution (whether actual or constructive) of the Acquiring Fund
Shares to Acquired Fund Shareholders in exchange for their shares of the
Acquired Fund; (d) No gain or loss will be recognized by the Acquired Fund
Shareholders upon the exchange of their Acquired Fund shares for the Acquiring
Fund Shares; (e) The tax basis of the Acquired Fund assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the
Acquired Fund immediately prior to the Reorganization; (f) The tax basis of
the Acquiring Fund Shares received by each of the Acquired Fund Shareholders
pursuant to the Reorganization will be the same as the tax basis of the
Acquired Fund shares held by such shareholder immediately prior to the
Reorganization; (g) The holding period of the assets of the Acquired Fund in
the hands of the Acquiring Fund will include the period during which those
assets were held by the Acquired Fund; and (h) The holding period of the
Acquiring Fund Shares to be received by each Acquired Fund Shareholder will
include the period during which the Acquired Fund shares exchanged therefor
were held by such shareholder (provided the Acquired Fund shares were held as
capital assets on the date of the Reorganization).
9. TERMINATION OF AGREEMENT.
9.1 This Agreement and the transactions contemplated hereby may be
terminated and abandoned by resolution of the Board of Trustees of the
Acquired Fund or the Acquiring Fund at any time prior to the Closing Date (and
notwithstanding any vote of the Board of Trustees of the Acquired Fund) if
circumstances should develop that, in the opinion of either of the parties'
Board of Trustees, make proceeding with the Agreement inadvisable.
9.2 If this Agreement is terminated and the exchange contemplated
hereby is abandoned pursuant to the provisions of this Section 9, 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
Acquiring Fund or of the Acquired Fund, in respect of this Agreement.
10. WAIVER.
At any time prior to the Closing Date, any of the foregoing
conditions may be waived by the Board of Trustees of the Acquiring Fund or of
the Acquired Fund, if, in the judgment of either, such waiver will not have a
material adverse effect on the benefits intended under this Agreement to the
shareholders of the Acquiring Fund or of the Acquired Fund, as the case may
be.
11. MISCELLANEOUS.
11.1 None of the representations and warranties included or provided
for herein shall survive consummation of the transactions contemplated hereby.
11.2 This Agreement contains the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof, and
merges and supersedes all prior discussions, agreements, and understandings of
every kind and nature between them relating to the subject matter hereof.
Neither party shall be bound by any condition, definition, warranty or
representation, other than as set forth or provided in this Agreement or as
may be set forth in a later writing signed by the party to be bound thereby.
11.3 This Agreement shall be governed and construed in accordance
with the internal laws of the Commonwealth of Massachusetts, without giving
effect to principles of conflict of laws.
11.4 This Agreement may be executed in any number of counterparts,
each of which, when executed and delivered, shall be deemed to be an original.
11.5 This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment
or transfer hereof of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein
expressed or implied is intended or shall be construed to confer upon or give
any person, firm or corporation, other than the parties hereto and their
respective successors and assigns, any rights or remedies under or by reason
of this Agreement.
11.6 The Acquired Fund is hereby expressly put on notice of the
limitation of liability as set forth in Article XI of the Declaration of Trust
of the Acquiring Fund and agrees that the obligations assumed by the Acquiring
Fund pursuant to this Agreement shall be limited in any case to the Acquiring
Fund and its assets and the Acquired Fund shall not seek satisfaction of any
such obligation from the shareholders of the Acquiring Fund, the trustees,
officers, employees or agents of the Acquiring Fund or any of them.
11.7 The Acquiring Fund is hereby expressly put on notice of the
limitation of liability as set forth in Article XI of the Declaration of Trust
of the Acquired Fund and agrees that the obligations assumed by the Acquired
Fund pursuant to this Agreement shall be limited in any case to the Acquired
Fund and its assets and the Acquiring Fund shall not seek satisfaction of any
such obligation from the shareholders of the Acquired Fund, the trustees,
officers, employees or agents of the Acquired Fund or any of them.
IN WITNESS WHEREOF, the Acquired Fund and the Acquiring Fund
have caused this Agreement and Plan of Reorganization to be executed and
attested on its behalf by its duly authorized representatives as of the date
first above written.
Acquired Fund:
AUTOMATED CASH MANAGEMENT TRUST
Attest:
By:______________________________
____________________
Assistant Secretary Name:____________________________
Title:___________________________
Acquiring Fund:
MONEY MARKET OBLIGATIONS TRUST, on
behalf of its Portfolio,
AUTOMATED CASH MANAGEMENT TRUST
Attest:
By: _______________________________
____________________
Assistant Secretary Name:______________________________
Title:_____________________________
STATEMENT OF ADDITIONAL INFORMATION
August ___, 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 ___, 1994 is
not a prospectus. A Prospectus/Proxy Statement dated August ___, 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
_________, 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 ___, 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 ___________, 1994, is incorporated herein by reference to Post-
Effective Amendment No. 8 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 May 31, 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 __,
1994 are incorporated herein by reference to the Portfolio's Prospectus dated
__________, 1994 which was filed with the Securities and Exchange Commission
in Post-Effective Amendment No. 8 to the Trust's Registration Statement on
Form N-1A (File No. 33-31602) on or about May 31, 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*
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*
12. Opinion of Dickstein, Shapiro & Morin, L.L.P. regarding tax consequences
of Reorganization*
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*
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*
17.1 Declaration under Rule 24f-2*
17.2 Form of Proxy
___________________
* Filed electronically.
** To be filed by amendment.
(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 N o. 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).
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
July 22, 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 July 22, 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
FOR SPECIAL MEETING OF SHAREHOLDERS OCTOBER 7, 1994
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
California Municipal Cash Trust hereby appoint Robert C. Rosselot, Carol
Kayworth, Mason Douglas, Suzanne W. Land, and Patricia Conner, 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 7, 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:___________________________________________________
_______________________________
* To be filed by amendment.
1* Such signature has been affixed pursuant to a Power of Attorney.
Exhibit 11
HOUSTON, HOUSTON & DONNELLY
ATTORNEYS AT LAW
2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTON PITTSBURGH, PA. 15222
FRED CHALMERS HOUSTON, JR. __________
THOMAS J. DONNELLY
JOHN F. MECK (412) 471-5828 FRED CHALMERS HOUSTON
FAX (412) 471-0736 (1914 - 1971)
MARIO SANTILLI, JR.
THEODORE M. HAMMER
July 18, 1994
The Trustees of
Money Market Obligations Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
Money Market Obligations Trust ("Trust") proposes to issue shares
of beneficial interest representing interests in a separate portfolio of
securities known as Automated Cash Management Trust (such shares of beneficial
interest being herein referred to as "Shares") in connection with the
acquisition of the assets of Automated Cash Management Trust, a Massachusetts
business trust, pursuant to the Agreement and Plan of Reorganization dated
June 1, 1994 ("Agreement"), filed as an exhibit to the registration statement
of the Trust filed on Form N-14 under the Securities Act of 1933 as amended
("N-14 Registration").
As counsel we have participated in the organization of the Trust,
its registration under the Investment Company Act of 1940 the registration of
its securities on Form N-1A under the Securities Act of 1933 and its N-14
Registration. We have examined and are familiar with the written Declaration
of Trust dated November 17, 1981, ("Declaration of Trust"), the Bylaws of the
Trust, the Agreement and such other documents and records deemed relevant. We
have also reviewed questions of law and consulted with counsel thereon as
deemed necessary or appropriate by us for the purposes of this opinion.
Based upon the foregoing, it is our opinion that:
1. The Trust is duly organized and validly existing pursuant to
the Declaration of Trust.
2. The Shares which are currently being registered by the N-14
Registration may be legally and validly issued in accordance with the
provisions of the Agreement and the Declaration of Trust upon receipt of
consideration sufficient to comply with the provisions of Article III, Section
3, of the Declaration of Trust and subject to compliance with the Securities
Act of 1933, as amended, the Investment Company Act of 1940, as amended, and
applicable state laws regulating the sale of securities. Such Shares, when so
issued, will be fully paid and non-assessable.
The Trustees of
Money Market Obligations Trust
July 18, 1994
Page 2
We consent to your filing this opinion as an exhibit to the N-14
Registration referred to above and to any application or registration
statement filed under the securities laws of any of the states of the United
States. We further consent to the reference to our firm under the caption
"Legal Counsel" in the prospectus filed as a part of such Registration
Statement, applications and registration statements.
Very truly yours,
HOUSTON, HOUSTON & DONNELLY
By: /s/Thomas J. Donnelly
TJD/heh
Exhibit 12
DICKSTEIN, SHAPIRO & MORIN, L.L.P.
2101 L STREET, N.W.
WASHINGTON, D.C. 20037-1526
July 7, 1994
Automated Cash Management Trust
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Automated Cash Management Trust,
a portfolio of
Money Market Obligations Trust
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Dear Ladies and Gentlemen:
We have acted as special counsel in connection with, and you
have requested our opinion concerning the federal income tax
consequences of, a transaction (the "Reorganization") in which all of
the assets of Automated Cash Management Trust, a Massachusetts business
trust (the "Acquired Fund"), will be acquired by Money Market
Obligations Trust, a Massachusetts business trust (the "Trust"), on
behalf of its portfolio, Automated Cash Management Trust (the "Acquiring
Fund"), in exchange solely for shares of beneficial interest of the
Acquiring Fund (the "Acquiring Fund Shares"). The terms and conditions
of this transaction are set forth in an Agreement and Plan of
Reorganization dated July 1, 1994 between the Acquired Fund and the
Trust (the "Reorganization Agreement"). This opinion is rendered to you
pursuant to paragraph 8.5 of the Reorganization Agreement, and all terms
used herein have the meanings assigned to them in the Reorganization
Agreement.
Both the Acquired Fund and the Acquiring Fund are open-end,
management investment companies which qualify as regulated investment
companies described in Section 851(a) of the Internal Revenue Code of
1986, as amended (the "Code"). The Acquiring Fund will be, and the
Acquired Fund is, engaged in the business of investing in a
professionally managed portfolio of money market securities.
On the Closing Date under the Reorganization Agreement, the
Acquired Fund will transfer its entire investment portfolio to the
Acquiring Fund. In exchange, the Acquiring Fund will transfer to the
Acquired Fund, Acquiring Fund Shares in an amount equal in value to the
assets transferred by the Acquired Fund to the Acquiring Fund. The
Acquired Fund will thereupon liquidate and distribute its Acquiring Fund
Shares pro rata to its shareholders ("Acquired Fund Shareholders").
We have reviewed and relied upon the representations contained
in the Reorganization Agreement and in such other documents and
instruments as we have deemed necessary for the purposes of this
opinion, and have reviewed the applicable provisions of the Code,
current regulations and administrative rules thereunder and pertinent
case law.
Based upon the foregoing, and assuming that the Reorganization
and related transactions will take place as described in the
Reorganization Agreement, we are of the opinion that, for federal income
tax purposes:
(a) The transfer of all of the Acquired Fund assets in
exchange for the Acquiring Fund Shares and the distribution of the
Acquiring Fund Shares to the Acquired Fund Shareholders in liquidation
of the Acquired Fund will constitute a "reorganization" within the
meaning of Section 368(a)(1)(F) of the Code;
(b) No gain or loss will be recognized by the Acquiring Fund
upon the receipt of the assets of the Acquired Fund solely in exchange
for the Acquiring Fund Shares;
(c) No gain or loss will be recognized by the Acquired Fund
upon the transfer of the Acquired Fund assets to the Acquiring Fund in
exchange for the Acquiring Fund Shares or upon the distribution (whether
actual or constructive) of the Acquiring Fund Shares to Acquired Fund
Shareholders in exchange for their shares of the Acquired Fund;
(d) No gain or loss will be recognized by the Acquired Fund
Shareholders upon the exchange of their Acquired Fund shares for the
Acquiring Fund Shares;
(e) The tax basis of the Acquired Fund assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the
Acquired Fund immediately prior to the Reorganization;
(f) The tax basis of the Acquiring Fund Shares received by
each of the Acquired Fund Shareholders pursuant to the Reorganization
will be the same as the tax basis of the Acquired Fund shares held by
such shareholder immediately prior to the Reorganization;
(g) The holding period of the assets of the Acquired Fund in
the hands of the Acquiring Fund will include the period during which
those assets were held by the Acquired Fund; and
(h) The holding period of the Acquiring Fund Shares received
by each Acquired Fund Shareholder will include the period during which
the Acquired Fund shares exchanged therefor were held by such
shareholder (provided the Acquired Fund shares were held as capital
assets on the date of the Reorganization).
We hereby consent to the filing of a copy of this opinion with
the Securities and Exchange Commission as an exhibit to the Registration
Statement on Form N-14 filed by the Trust in connection with the
Reorganization, and to the references to this firm and this opinion in
the Prospectus/Proxy Statement which is contained in such Registration
Statement.
Very truly yours,
/s/ Dickstein, Shapiro & Morin, L.L.P.
Exhibit (14.1)
CONSENT OF 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-XXXXX) 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
Ernst & Young
Pittsburgh, Pennsylvania
July 15, 1994
Exhibit 16
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints the Secretary and Assistant Secretary of Money Market
Obligations Trust and the Assistant General Counsel of Federated
Investors, and each of them, their true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for them and
in their names, place and stead, in any and all capacities, to sign any
and all documents to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, by means of
the Securities and Exchange Commission's electronic disclosure system
known as EDGAR; and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to sign and perform each and
every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of them might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
SIGNATURES TITLE DATE
/s/ John F. Donahue Chairman and Trustee September 24, 1992
John F. Donahue (Chief Executive Officer)
/s/ J. Cristopher Donahue President and Trustee September 24, 1992
J. Cristopher Donahue
/s/ Edward C. Gonzales Vice President and Treasurer September 24, 1992
Edward C. Gonzales (Principal Financial and
Accounting Officer)
/s/ William J. Copeland Trustee September 24, 1992
William J. Copeland
/s/ James E. Dowd Trustee September 24, 1992
James E. Dowd
/s/ Lawrence D. Ellis, M. D. Trustee September 24, 1992
Lawrence D. Ellis, M. D.
/s/ Edward L. Flaherty, Jr. Trustee September 24, 1992
Edward L. Flaherty, Jr.
/s/ Gregor F. Meyer Trustee September 24, 1992
Gregor F. Meyer
/s/ Wesley W. Posvar Trustee September 24, 1992
Wesley W. Posvar
/s/ Marjorie P. Smuts Trustee September 24, 1992
Marjorie P. Smuts
/s/ Peter E. Medden Trustee September 24, 1992
Peter E. Madden
/s/ John T. Conroy Trustee September 24, 1992
John T. Conroy
Sworn to and subscribed before me this 24th day of September, 1992.
_/s/ Elaine T. Polens___________________________________________________
Elaine T. Polens
Notary Public
Exhibit 17.1
Rule 24f-2 Notice
MONEY MARKET OBLIGATIONS TRUST
(Fund Name)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
1933 Act No. 33-31602
(i) Fiscal period for which notice is filed July 31, 1993
(ii) The number or amount of securities of the
same class or series, if any, which had been
registered under the Securities Act of 1933,
other than pursuant to Rule 24f-2 but which
remained unsold at November 1, 1992, the
beginning of the Registrant's fiscal period 0
(iii) The number or amount of securities, if
any, registered during the fiscal period of
this notice other than pursuant to Rule 24f-2 0 0
(iv) The number or amount of securities sold
during the fiscal period of this notice 20,554,213,633
(v) The number or amount of securities sold
during the fiscal period of this notice in
reliance upon registration pursuant to
Rule 24f-2 (see attached Computation of Fee) 20,554,213,633
Witness the due execution hereof this 15th day of September, 1993.
By:/s/Jeannette Fisher-Garber
Jeannette Fisher-Garber
Assistant Secretary
COMPUTATION OF FEE
1. Actual aggregate sale price of Registrant's
securities sold pursuant to Rule 24f-2 during
the fiscal period for which the 24f-2 notice
is filed (see Section v) $20,554,213,633
2. Reduced by the difference between:
(a) actual aggregate redemption price
of such securities redeemed by the
issuer during the fiscal period for
which the 24f-2 notice is filed.......... $20,103,266,075
(b) actual aggregate redemption price
of such redeemed securities
previously applied by the issuer
pursuant to Section 24e(2)(a) for
the fiscal period for which the
24f-2 notice is filed.................... -0- 20,103,266,075
Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is
based $450,947,558
FEE SUBMITTED (1/29 of 1% of Total amount) $ 140,921
