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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934(Amendment No.______)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
Tax Free Obligations Fund
(Name of Registrant as Specified In Its Charter)
Federated Investors
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
[ X ] Fee previously paid
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
4. Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check the box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date File:
TAX-FREE OBLIGATIONS FUND
(A portfolio of Money Market Obligations Trust)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 27, 1995
A Special Meeting of the shareholders of Tax-Free Obligations Fund
(the "Fund") will be held at the Fund's principal offices on the 19th
Floor of the Federated Investors Tower, Grant Street and Liberty Avenue,
Pittsburgh, Pennsylvania 15222-3779, at 2:00 p.m. March 27, 1995, for
the following purposes:
(1) Approval or disapproval of a change to the Fund's fundamental
investment limitation to exclude restricted securities determined by
the trustees to be liquid from the 10% of total assets limitation on
investment in restricted securities.
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Trustees has fixed February 6, 1995 as the record
date for determination of shareholders entitled to vote at the meeting.
By Order of the Trustees
John W. McGonigle
Secretary
February 21, 1995
SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY TO AVOID ADDITIONAL EXPENSE
YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-
UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY.
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND
RETURN THE ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE
REPRESENTED AT THE SPECIAL MEETING. THE ENCLOSED ENVELOPE REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
TAX-FREE OBLIGATIONS FUND
(A portfolio of Money Market Obligations Trust)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the Board of Trustees
of the Fund. The proxy is revocable at any time before it is voted by
sending written notice of the revocation to the Fund or by appearing
personally on March 27, 1995, at the special meeting of shareholders
("Special Meeting"). The cost of preparing and mailing the notice of
meeting, this proxy statement, proxy card and any additional proxy
material has been or is to be borne by the Fund. Proxy solicitations
will be made primarily by mail, but may also be made by telephone,
telegraph, or personal interview conducted by certain officers or
employees of the Fund or of Federated Services Company (the Fund's
transfer agent) or Federated Administrative Services (the Fund's
administrator). In the event that a shareholder does not indicate a
choice as to any of the items on the proxy ballot, the Fund will vote
those shares in favor of such proposal(s).
On February 6, 1994 the Fund had outstanding 1,040,878,756 shares
of beneficial interest,
each whole share being entitled to one vote and fractional shares being
entitled to fractional votes. Only shareholders of record at the close
of business on that date will be entitled to notice of and vote at the
Special Meeting. Holders of one-fourth of the total number of shares of
the Fund then outstanding, represented in person or by proxy, shall be
required to constitute a quorum at the Special Meeting for the purpose
of transacting any business. For purposes of determining the presence
of a quorum and counting votes on the matters presented, shares
represented by abstentions and "broker non-votes" will be counted as
present, but not as votes cast, at the Special Meeting. This would have
the effect of treating abstentions and non-votes as if they were votes
against the proposal.
The Fund will furnish, without charge, a copy of the annual report
and most recent semi-annual report succeeding the annual report, if any,
to any shareholder of record of the Fund upon request. To request an
annual and/or semi-annual report, call 1-800-235-4669, or send a written
request to Betsy Hamilton at Federated Investors Tower, 1001 Liberty
Avenue, Pittsburgh, Pennsylvania 15222-3779.
Federated Management, the Fund's adviser, is a Delaware Business
Trust organized on April 11, 1989, and is a registered investment
adviser under the Investment Advisers Act of 1940. Federated Securities
Corp., the Fund's distributor, is a Pennsylvania corporation organized
on November 14, 1969, and is the principal distributor for a number of
investment companies. Federated Administrative Services is a Delaware
Business Trust organized on June 14, 1990, and provides the Fund's
administrative personnel and services (including certain legal and
financial reporting services). Federated Management, Federated
Securities Corp., and Federated Administrative Services are all wholly-
owned subsidiaries of Federated Investors, and they are all located at
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779.
APPROVAL OR DISAPPROVAL OF A CHANGE TO THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATION TO EXCLUDE RESTRICTED SECURITIES DETERMINED BY THE TRUSTEES
TO BE LIQUID FROM THE 10% OF TOTAL ASSETS LIMITATION ON INVESTMENT IN
RESTRICTED SECURITIES.
The Fund currently has a fundamental investment limitation, which
may only be changed with shareholder approval, limiting investments in
securities subject to restrictions on resale under the Securities Act of
1933 ("restricted securities") to 10% of the Fund's total assets. The
Fund also has a nonfundamental investment limitation, which may be
changed by the Trustees without shareholder approval, limiting its
investments in illiquid securities to 10% of the Fund's net assets.
Both of these investment limitations reflect the long-standing policy of
the Securities and Exchange Commission (the "Commission") that mutual
funds, such as the Fund, should maintain a high level of liquid assets
to meet redemption requests from shareholders.
The Fund's current investment limitations appear to overlap when
examined in tandem, since the Commission has traditionally treated all
restricted securities as illiquid. A security subject to the Fund's
fundamental investment limitation on restricted securities is also
subject to the nonfundamental investment limitation on illiquid
securities. The nonfundamental limitation is more restrictive, however,
since it also counts illiquid securities that are not restricted
securities against the 10% limitation. The Commission has defined an
illiquid security as "any asset which may not be sold or disposed of in
the ordinary course of business within seven days at approximately the
value at which the mutual fund has valued the investment."
On April 23, 1990, the Commission promulgated Rule 144A under the
Securities Act of 1933 (the "1933 Act"). Rule 144A provides a safe
harbor for the resale of certain restricted securities to "qualified
institutional buyers" without compliance with the registration
requirements of the 1933 Act. A "qualified institutional buyer" is
generally defined as a broker-dealer that owns and manages $10 million
or more of securities and any other entity, including a family of mutual
funds, that owns and manages $100 million or more of securities.
In the release adopting Rule 144A, the Commission noted that it was
modifying its position with respect to securities eligible for resale
under Rule 144A ("Rule 144A Securities"). The Commission stated that
"[t]he determination of the liquidity of Rule 144A securities in the
portfolio of [a mutual fund] is a question of fact for the board of
directors to determine, based upon the trading markets for the specific
security." Under the Commission's modified position, if the investment
adviser determines, in accordance with guidelines established and
monitored by the Board of Trustees, that a Rule 144A Security is liquid,
the security will not count toward the 10% limitation on illiquid
investments. Furthermore, the staff of the Commission has allowed
Rule 144A Securities determined to be liquid according to such
guidelines to be excluded from a mutual fund's limitation on restricted
securities.
On December 8, 1994 the Trustees, by unanimous consent,
authorized, subject to Shareholder approval, the exclusion of liquid
restricted securities from the Fund's fundamental investment limitation
on restricted securities. The amended limitation reads as follows:
"The Fund will not invest more than 10% of its total assets in
securities subject to restrictions on resale under federal securities
law, except for restricted securities determined to be liquid under
criteria established by the Trustees."
If this exclusion of liquid restricted securities from the
limitation on restricted securities is approved, the Fund will be able
to purchase Rule 144A Securities without limit so long as they satisfy
the criteria for liquidity established by the Trustees. The Trustees'
current guidelines require the Fund's investment adviser to consider the
following factors in determining the liquidity of such securities:
1. the frequency of trades and quotes for the security;
2. the volatility of quotations and trade prices for the
security;
3. the number of dealers willing to purchase or sell the
security and the number of potential purchasers;
4. dealer undertakings to make a market in the security;
5. the nature of the security and the nature of the marketplace
trades (e.g., the time needed to dispose of the security, the
method of soliciting offers, and the mechanics of transfer);
6. the rating of the security and the financial condition and
prospects of the issuer of the security; and
7. such other factors as may be relevant to the Fund's ability to
dispose of the security.
The guidelines also require that the adviser reasonably expect that the
security will maintain its liquidity throughout the time the instrument
is held by the Fund.
Approval of this change in the Fund's investment limitation
requires the affirmative vote of: (a) 67% or more of the shares of the
Fund present at this Special Meeting, if the holders of more than 50% of
the outstanding shares of the Fund are present or represented by proxy;
or (b) more than 50% of the outstanding shares of the Fund, whichever is
less. In the event that this proposal is not approved by shareholders,
the Fund's investment limitations will remain the same, and the Trustees
will consider what action, if any, should be taken.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE CHANGE TO
THE FUND'S FUNDAMENTAL INVESTMENT LIMITATION TO EXCLUDE RESTRICTED
SECURITIES DETERMINED BY THE TRUSTEES TO BE LIQUID FROM THE 10% OF TOTAL
ASSETS LIMITATION ON INVESTMENT IN RESTRICTED SECURITIES.
________________________
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
While the Special Meeting is called to act upon any other business
that may properly come before it, at the date of this proxy statement
the only business which the Board of Trustees intends to present or
knows that others will present is the business mentioned in the notice
of meeting. If any other matters lawfully come before the Special
Meeting, and as to all procedural matters at the meeting, it is the
intention that the enclosed proxy shall be voted in accordance with the
best judgment of the attorneys named therein, or their substitutes,
present and acting at the Special Meeting.
If at the time any session of the Special Meeting is called to
order a quorum is not present in person or by proxy, the persons named
as proxies may vote those proxies which have been received to adjourn
the Special Meeting to a later date. In the event that a quorum is
present but sufficient votes in favor of one or more of the proposals
have not been received, the persons named as proxies may propose one or
more adjournments of the Special Meeting to permit further solicitation
of proxies with respect to any such proposal. All such adjournments
will require the affirmative vote of a majority of the shares present in
person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those proxies which
they are entitled to vote in favor of the proposal, in favor of such an
adjournment and will vote those proxies required to be voted against the
proposal, against any such adjournment. A vote may be taken on one or
more of the proposals in this proxy statement prior to any such
adjournment if sufficient votes for its approval have been received and
it is otherwise appropriate.
The following list indicates the beneficial ownership of
shareholders who, to the best knowledge of the Fund, are the
record/beneficial owners of more than 5% of the outstanding shares of
the Fund as of February 3, 1995: Boatmen's Trust Company, St. Louis,
MO, owned approximately 80,603,694 Institutional Shares (7%); First
Union National Bank, Charlotte, NC, owned approximately 166,173,069
Institutional Shares (14.4%); Var & Co., St. Paul, MN, owned
approximately 201,541,647 Institutional Shares (17.5%); Trustman/Trust
Company Bank, Atlanta, GA, owned approximately 73,721,643 Institutional
Shares (6.4%); and NAIDOT & Co., Woodbridge, NJ, owned approximately
87,940,800 Institutional Service Shares (7.6%).
If you do not expect to attend the Special Meeting, please sign
your proxy and return it in the enclosed envelope to avoid necessary
expense and delay. No postage is necessary.
By Order of the Trustees
John W. McGonigle
Secretary
February 21, 1995
CMR502050
G001018-01(2/95)
TAX-FREE OBLIGATIONS FUND SPECIAL MEETING OF SHAREHOLDERS MARCH 27, 1995
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
TAX-FREE OBLIGATIONS FUND hereby appoint Jeannette Fisher-Garber, Max F.
Miller, Colleen Gallagher, Kathleen O'Brien and Suzanne Land, or any one
of them, true and lawful attorneys, with the power of substitution of
each, to vote all Shares of TAX-FREE OBLIGATIONS FUND which the
undersigned is entitled to vote at the Special Meeting of Shareholders
to be held on March 27, 1995, at Federated Investors Tower, Pittsburgh,
Pennsylvania, at 2:00 p.m., and at any adjournment thereof.
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Special Meeting.
PROPOSAL:
1) APPROVAL OF THE CHANGE TO THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATION TO EXCLUDE RESTRICTED SECURITIES DETERMINED BY THE
TRUSTEES TO BE LIQUID FROM THE 10% OF TOTAL ASSETS LIMITATION ON
INVESTMENT IN RESTRICTED SECURITIES.
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 ballot. IF NO CHOICE IS
INDICATED AS TO ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THAT
MATTER.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND
RETAIN THE TOP PORTION. PLACE THE BALLOT SO THAT THE RETURN ADDRESS,
LOCATED ON THE REVERSE SIDE OF THE MAIL-IN STUB, APPEARS THROUGH THE
WINDOW OF THE ENVELOPE.
TAX-FREE OBLIGATIONS FUND -IS PROXY VOTING MAIL-IN STUB
RECORD DATE SHARES
Please sign EXACTLY as your name(s) appear below. 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 parties should sign.
PROPOSAL:
1) FOR ____ AGAINST ____ ABSTAIN ____
Dated: _______________, 19_
___________________________
___________________________
Signature(s) of Shareholders(s)
TAX-FREE OBLIGATIONS FUND SPECIAL MEETING OF SHAREHOLDERS MARCH 27, 1995
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
TAX-FREE OBLIGATIONS FUND hereby appoint Jeannette Fisher-Garber, Max F.
Miller, Colleen Gallagher, Kathleen O'Brien and Suzanne Land, or any one
of them, true and lawful attorneys, with the power of substitution of
each, to vote all Shares of TAX-FREE OBLIGATIONS FUND which the
undersigned is entitled to vote at the Special Meeting of Shareholders
to be held on March 27, 1995, at Federated Investors Tower, Pittsburgh,
Pennsylvania, at 2:00 p.m., and at any adjournment thereof.
Discretionary authority is hereby conferred as to all other matters as
may properly come before the Special Meeting.
PROPOSAL:
1) APPROVAL OF THE CHANGE TO THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATION TO EXCLUDE RESTRICTED SECURITIES DETERMINED BY THE
TRUSTEES TO BE LIQUID FROM THE 10% OF TOTAL ASSETS LIMITATION ON
INVESTMENT IN RESTRICTED SECURITIES.
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 ballot. IF NO CHOICE IS
INDICATED AS TO ANY ITEM, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THAT
MATTER.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND
RETAIN THE TOP PORTION. PLACE THE BALLOT SO THAT THE RETURN ADDRESS,
LOCATED ON THE REVERSE SIDE OF THE MAIL-IN STUB, APPEARS THROUGH THE
WINDOW OF THE ENVELOPE.
TAX-FREE OBLIGATIONS FUND -SS PROXY VOTING MAIL-IN STUB
RECORD DATE SHARES
Please sign EXACTLY as your name(s) appear below. 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 parties should sign.
PROPOSAL:
1) FOR ____ AGAINST ____ ABSTAIN ____
Dated: _______________, 19_
___________________________
___________________________
Signature(s) of Shareholders(s)
