1933 Act File No. 33-
---------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT, UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. ................................
Post-Effective Amendment No. ...............................
MONEY MARKET OBLIGATIONS TRUST
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective on October 15, 1996,
or as soon thereafter as is practicable, pursuant to Rule 488.
Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940, and:
filed the Notice required by that Rule on ______________; or
X intends to file the Notice required by that Rule on or about
September 16, 1996; or
during the most recent fiscal year did not sell any securities
pursuant to Rule 24f-2 under the Investment Company Act of 1940,
and, pursuant to Rule 24f-2(b)(2), need not file the Notice.
Copies to:
Matthew G. Maloney, Esquire
Dickstein, Shapiro, Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037
CROSS REFERENCE SHEET
Item of Part A Located in
of Form N-14 Prospectus
1 Cross Reference Sheet; Cover Page.
2 Table of Contents.
3 Summary; Comparison of Investment Policies
and Risk Factors.
4 Information About the Reorganization.
5 Information About the Portfolio and the
Fund
6 Information About the Portfolio and the
Fund.
7 Voting Information.
8 Summary; Information About the Reorganization.
9 Not Applicable.
Item of Part B Location in Statement of
Of Form N-14 Additional Information
10 Cover Page.
11 Table of Contents.
12 Statement of Additional Information of
Government Obligations Fund dated
September 30, 1996.
13 Not Applicable.
14 Prospectus of Government Obligations Fund
dated September 30, 1996; Financial
Statements of Government Obligations
Money Market Fund, a portfolio of Lehman
Brothers Institutional Funds Group Trust.
LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST
GOVERNMENT OBLIGATIONS MONEY MARKET FUND
One Exchange Place
53 State Street
Boston, Massachusetts 02109-2873
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO SHAREHOLDERS OF GOVERNMENT OBLIGATIONS MONEY MARKET FUND, A
PORTFOLIO OF LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST: A Special
Meeting of Shareholders of Government Obligations Money Market Fund (the
"Fund") will be held at p.m. on , 1996, at One
------ ---------------
Exchange Place, 53 State Street, Boston, Massachusetts 02109-2873, for the
following purposes:
1. To approve a proposed Agreement and Plan of Reorganization
between Lehman Brothers Institutional Funds Group Trust, on
behalf of the Fund, and Money Market Obligations Trust (the
"Trust"), on behalf of its portfolio, Government Obligations Fund
(the "Portfolio"), whereby the Trust would acquire all of the
assets and known liabilities of the Fund in exchange for
Institutional Shares and Institutional Service Shares of the
Portfolio to be distributed pro rata by the Fund to holders of
Class A Shares and Class B Shares, respectively, in complete
liquidation of the Fund;
2. Election of thirteen Trustees to serve until the next Annual
Meeting of Shareholders and until their successors have been
elected and qualified; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
By Order of the Board of Trustees
Patricia L. Bickimer
Secretary
Dated
Shareholders of record at the close of business on _____________, 1996
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
____________________, 1996
Acquisition of the assets of
GOVERNMENT OBLIGATIONS MONEY MARKET FUND,
A PORTFOLIO OF LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST
61 Accord Drive
Norwell, Massachusetts 02061
Telephone Number: 1-800-851-3141
By and in exchange for shares of
GOVERNMENT OBLIGATIONS FUND,
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, Government Obligations Fund (the "Portfolio"), would
acquire all of the assets and known liabilities of Government Obligations
Money Market Fund (the "Fund"), a portfolio of Lehman Brothers
Institutional Funds Group Trust, in exchange for Portfolio shares to be
distributed pro rata by the Fund to its shareholders in complete
liquidation 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. This Prospectus/Proxy Statement also describes a proposal to elect
Trustees of Lehman Brothers Institutional Funds Group Trust, in connection
with certain related transactions.
The Trust is among over 100 funds managed by subsidiaries of Federated
Investors, including 48 money market funds with assets of $43 billion.
Federated Investors is one of the largest institutional service providers
in the United States. It has been providing advisory services for over 41
years and has been managing the short-term assets of institutional
investors for over 20 years, having created one of the first institutional
money market funds in 1976.
The Trust is an open-end, diversified management investment company
which currently includes six portfolios: Automated Cash Management Trust,
Government Obligations Fund, Government Obligations Tax Managed Fund, Prime
Obligations Fund, Tax-Free Obligations Fund and Treasury Obligations Fund.
The investment objective of the Portfolio is to provide current income
with stability of principal and liquidity. The Portfolio pursues this
investment objective by investing primarily in short-term U.S. Government
obligations and repurchase agreements. The investment objective of the
Fund is to provide current income with liquidity and security of principal,
which it pursues by investing in money market instruments similar to those
of the Portfolio. 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. There can be no assurance that the Portfolio or the Fund will
be able to do so. Shares in the Portfolio and the Fund are not insured or
guaranteed by the U.S. government or any agency thereof. For a comparison
of the investment policies of the Portfolio and the Fund, see "Comparison
of Investment Policies and Risk Factors."
The Portfolio is offered with two classes of shares: Institutional
Shares and Institutional Service Shares. Holders of Class A Shares of the
Fund will receive Institutional Shares of the Portfolio and holders of
Class B Shares of the Fund will receive Institutional Service Shares of the
Portfolio if the Reorganization is approved by shareholders. Information
concerning Institutional Shares and Institutional Service Shares of the
Portfolio, as compared to Class A Shares and Class B Shares of the Fund, is
included in this Prospectus/Proxy Statement in the sections entitled
"SUMMARY - Comparative Fee Tables" and "INFORMATION ABOUT THE
REORGANIZATION - Description of the Plan of Reorganization."
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 September 30, 1996, which is incorporated herein by
reference. Statements of Additional Information for the Portfolio dated
September 30, 1996 (relating to the Portfolio's prospectus of the same
date) and , 1996 (relating to this Prospectus/Proxy
----------------------
Statement) containing additional information have been filed by the Trust
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 by calling the Trust at the address
and telephone number shown above.
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.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS/PROXY
STATEMENT AND IN THE MATERIALS EXPRESSLY INCORPORATED HEREIN BY REFERENCE
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND OR THE PORTFOLIO.
SHARES OF THE PORTFOLIO ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK. SHARES OF THE PORTFOLIO ARE NOT
FEDERALLY INSURED BY, GUARANTEED BY, OBLIGATIONS OF OR OTHERWISE SUPPORTED
BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENTAL AGENCY. AN INVESTMENT IN
THE PORTFOLIO INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL AMOUNT INVESTED. THERE IS NO ASSURANCE THAT THE PORTFOLIO WILL
BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
TABLE OF CONTENTS
Page
PROPOSAL 1.........................................REORGANIZATION 1
SUMMARY.................................................. 1
INFORMATION ABOUT THE REORGANIZATION..................... 6
INFORMATION ABOUT THE PORTFOLIO AND THE FUND............. 9
PROPOSAL 2...................................ELECTION OF TRUSTEES 10
VOTING INFORMATION....................................... 15
AGREEMENT AND PLAN OF REORGANIZATION....................Exhibit A
PROPOSAL 1. REORGANIZATION
SUMMARY
About the Proposed Reorganization
The Board of Trustees of Lehman Brothers Institutional Funds Group
Trust, including its members who are not "interested persons" within the
meaning of the Investment Company Act of 1940, as amended (the "1940 Act"),
on behalf of one of its portfolios, Government Obligations Money Market
Fund (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, Government Obligations Fund (the
"Portfolio"), would acquire all of the assets and known 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 (the "Reorganization"). As a result of the Reorganization, each
shareholder of Class A Shares or Class B Shares of the Fund will become the
owner of Institutional Shares or Institutional Service Shares,
respectively, of the Portfolio 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 (the "Closing Date").
The Reorganization is undertaken as part of a business agreement by
and between Federated Investors and Lehman Brothers Global Asset
Management, Inc. ("Lehman") pursuant to which Lehman has entered into a
non-compete agreement whereby Lehman will discontinue advising money market
funds, subject to certain conditions. Following the transactions, Lehman
will assist Federated Investors in providing services to shareholders for
which Lehman will receive fees paid by Federated Investors and/or mutual
funds in which the shareholders are invested.
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 of 1986, as amended, so that no gain or loss will be
recognized by either the Trust or the Fund or their respective
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 no longer be
available as an investment portfolio of Lehman Brothers Institutional Funds
Group Trust.
Investment Objective and Policies
The investment objective of the Portfolio is to provide current income
with stability of principal and liquidity while the Fund's investment
objective is to provide current income with liquidity and security of
principal. Both the Portfolio and the Fund pursue their respective
investment objectives by investing in a portfolio consisting of short-term
U.S. Treasury bills, notes and other obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities and repurchase
agreements relating to such obligations. The Portfolio is also permitted
to invest in other money market instruments. Since the Portfolio and the
Fund invest in similar securities, an investment in the Portfolio presents
similar investment risks as investing in the Fund.
Advisory Fees and Expense Ratios
The maximum annual investment advisory fee for the Portfolio is 0.20%
of average daily net assets. The maximum annual investment advisory fee
for the Fund is also 0.20% of average daily net assets.
For its fiscal year ended July 31, 1996, the Portfolio's ratio of
expenses to average daily net assets was 0.20% for Institutional Shares and
0.45% for Institutional Service Shares. During this period the Portfolio's
investment adviser, Federated Management ("Federated"), voluntarily waived
a portion of its management fees and reimbursed the Portfolio for certain
operating expenses. Absent such waiver and reimbursement, the ratio of
expenses to average daily net assets would have been 0.56% for
Institutional Shares of the Portfolio and 0.56% for Institutional Service
Shares of the Portfolio. This undertaking to waive management fees and/or
reimburse operating expenses may be terminated by Federated at any time in
its discretion. If the proposals described in the Prospectus/Proxy
Statement are approved by shareholders of the Fund, Federated has
undertaken to waive its fee and/or reimburse the Portfolio's total
operating expenses in excess of .35% and .60% of average daily net assets
of Institutional Shares and Institutional Service Shares, respectively, for
a period of two years following completion of the Reorganization, which is
equal to the current contractual caps on total Fund operating expenses of
Class A Shares and Class B Shares of the Fund.
For its fiscal year ended January 31, 1996, the Fund's ratio of
expenses to average daily net assets was 0.18% for Class A Shares and 0.43%
for Class B Shares. During this period the Fund's investment adviser,
Lehman, voluntarily waived a portion of its management fees and reimbursed
the Fund for certain operating expenses. Absent such waiver and
reimbursement, the ratio of expenses to average daily net assets would have
been 0.32% for Class A Shares of the Fund and 0.57% for Class B Shares of
the Fund. This undertaking to waive management fees and/or reimburse
operating expenses may be terminated by Lehman at any time in its
discretion.
Services Providers to the Trust and Portfolio
Administrative services to the Trust and Portfolio are provided by
Federated Administrative Services ("FAS"). FAS is a wholly-owned
subsidiary of Federated Services Company which, in turn, is a wholly-owned
subsidiary of Federated Investors. For its services to the Portfolio, FAS
receives as fee at an annual rate which relates to the average aggregate
daily net assets of the Portfolio, determined as follows: 0.15% on the
first $250 million in assets; 0.125% of 1% on the next $250 million in
assets; 0.10% of 1% on the next $250 million in assets; and 0.075% of 1% on
assets in excess of $750 million. The minimum annual administrative fee
for the Portfolio is $125,000 plus $30,000 per each additional class of
shares. For the fiscal year ended July 31, 1996, FAS received
administrative fees at the effective rate of 0.08% of the average daily net
assets of the Portfolio.
Federated Services Company ("Federated Services") serves as the
Portfolio's transfer agent and dividend disbursing agent. Federated
Services also provides certain accounting and recordkeeping services with
respect to the portfolio investments of the Portfolio.
Federated Securities Corp. ("FSC"), a wholly-owned subsidiary of
Federated Investors, is the principal distributor of the Trust and
Portfolio. Under the distribution agreement, FSC acts as the Trust's agent
in connection with the offering of shares of the Portfolio.
Comparative Fee Tables
Set forth in the tables below is information regarding the fees and
expenses paid by the separate classes of the Fund and the Portfolio as of
July 31, 1996, and pro forma information for the Portfolio assuming that
the Reorganization had taken place on July 31, 1996.
<TABLE>
<CAPTION>
Government
Obligations Money Government
Market Fund Obligations Fund Pro Forma Combined Fund
Class A Shares Institutional Shares
Institutional Shares
ANNUAL FUND
OPERATING EXPENSES
(as a percentage of average net assets)
<S> <C> <C> <C>
Management Fees/Advisory
Fees (after fee waivers) .04%(1) .09%(1) .09%(1)
12b-1 Fees None None None
Shareholder Services Fee
(after waiver) None .00(2) .00%(2)
Other Expenses (after fee
waivers and/or expense
reimbursements) .14% .11% .11%
Total Operating Expenses
(after fee waivers and/or expense
reimbursements) .18%(3) .20%(4) .20%(4)
</TABLE>
(1) The management fee has been reduced to reflect the voluntary waiver of
a portion of the management fee. The adviser can terminate this
voluntary waiver at any time at its sole discretion. The maximum
management fee is .20%.
(2) The maximum shareholder services fee is .25%.
(3) The total operating expenses would have been .44% absent the voluntary
waiver of a portion of the management fee and the reimbursement of
certain expenses.
(4) The total operating expenses would have been .56% absent the voluntary
waiver of a portion of the management fee and the shareholder services
fee. Federated has undertaken to waive its fee and/or reimburse the
Portfolio's total operating expenses in excess of .35% of average
daily net assets of the Portfolio for a period of two years following
completion of the Reorganization, which is equal to the current
contractual cap on Class A Shares expenses of the Fund.
<TABLE>
<CAPTION>
Government
Obligations Money Government
Market Fund Obligations Fund Pro Forma Combined Fund
Class B Shares Institutional Institutional
Service Shares Service Shares
ANNUAL FUND
OPERATING EXPENSES
(as a percentage of average net assets)
<S> <C> <C> <C>
Management Fees/Advisory
Fees (after fee waivers) .04%(1) .09%(1) .09%(1)
12b-1 Fees .25% None None
Shareholder Services Fee
(after waiver) None .25% .25%
Other Expenses
(after fee waivers and/or
expense reimbursements) .14% .11% .11%
Total Operating Expenses
(after fee waivers and/or
expense reimbursements) .43%(2) .45%(3) .45%(3)
</TABLE>
(1) The management fee has been reduced to reflect the voluntary waiver of
a portion of the management fee. The adviser can terminate this
voluntary waiver at any time at its sole discretion. The maximum
management fee is .20%.
(2) The total operating expenses would have been .69% absent the voluntary
waiver of a portion of the management fee and the reimbursement of
certain expenses.
(3) The total operating expenses would have been .56% absent the voluntary
waiver of a portion of the management fee. Federated has undertaken
to waive its fee and/or reimburse the Portfolio's total operating
expenses in excess of .60% of average daily net assets of the
Portfolio for a period of two years following completion of the
Reorganization, which is equal to the current contractual cap on Class
B Shares expenses of the Fund..
Example: An investor would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return, and (2) redemption at the end of
the following periods:
1 Year 3 Years 5 Years 10 Years
Government Obligations Money
Market Fund................
Class A Shares $2 $6 $10 $23
Class B Shares $4 $14 $24 $54
Government Obligations Fund
Institutional Shares $2 $6 $11 $26
Institutional Service
Shares $5 $14 $25 $57
Pro Forma Combined
Institutional Shares $2 $6 $11 $26
Institutional Service
Shares $5 $14 $25 $57
As a result of the Reorganization, the expense ratio of the Fund will
increase by .02%, although the contractual advisory fee of Federated
Management is the same as that of Lehman.
Purchase and Redemption Procedures
Procedures for the purchase and redemption of Portfolio shares are
similar, but not identical, to procedures applicable to the purchase and
redemption of Fund shares. In anticipation that the Reorganization will be
consummated, shareholders of the Fund will receive information with respect
to the various services provided by the Portfolio, as well as a detailed
explanation of the options available to shareholders for effecting
purchases and redemptions of Portfolio shares. Any questions about such
procedures may be directed to, and assistance in effecting purchases or
redemptions of Portfolio shares may be obtained from Federated at 1-800-
245-5000.
Reference is made to the Prospectuses of the Portfolio dated September
30, 1996, and the Prospectuses of the Fund 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. Sext forth below is a brief
listing of the more significant differences between the purchase and
redemption procedures of the Portfolio as compared to the Fund.
The minimum initial investment in the Portfolio is $25,000.00. The
minimum initial investment by an institution in the Lehman Brothers
Institutional Funds Group Trust is $1 million, with not less than $25,000
invested in any one of its portfolios, including the Fund. The minimum
aggregate initial investment by a high net worth investor in the Lehman
Brothers Institutional Funds Group Trust is $5 million. To meet the
minimum investment requirements, purchases of shares of the Lehman Brothers
Institutional Funds Group Trust may be aggregated over a period of six
months.
Both the Portfolio's and the Fund's net asset values are 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 either the Portfolio or the Fund
by wire before 3:00 p.m. (Eastern time) begin earning dividends that day.
Purchase orders received by check by either the Portfolio or the Fund begin
earning dividends the day after such check is converted into federal funds,
which ordinarily occurs one day after receipt by State Street Bank and
Trust Company, the Portfolio's custodian (in the case of the Portfolio), or
by Boston Safe Deposit and Trust Company, the Fund's custodian (in the case
of the Fund).
Shares of both the Portfolio and the Fund may be redeemed by mail or
by telephone. Shares of the Portfolio and the Fund are redeemed at the net
asset value per share next determined after receiving the redemption order.
COMPARISON OF INVESTMENT POLICIES AND RISK FACTORS
The Portfolio and the Fund have similar investment objectives. The
Portfolio seeks to provide current income consistent with stability of
principal, while the Fund seeks to provide current income with liquidity
and security of principal. Both the Portfolio and the Fund are money
market mutual funds.
The Portfolio invests only in a portfolio of a short-term U.S.
government securities maturing in thirteen months or less and which
include, but are not limited to, direct obligations of the U.S. Treasury,
such as U.S. Treasury bills, notes, and bonds; and notes, bonds, and
discount notes of U.S. government agencies or instrumentalities, such as
the Farm Credit System, including the National Bank for Cooperatives, Farm
Credit Banks, and Banks for Cooperatives; Farmers Home Administration;
Federal Home Loan Banks; Federal Home Loan Mortgage Corporation; Federal
National Mortgage Association; Government National Mortgage Association;
and Student Loan Marketing Association. The foregoing securities may be
purchased by the Portfolio pursuant to repurchase agreements. The Fund
invests in similar instruments, including obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities and repurchase
agreements relating to such obligations, although such instruments are
required to have remaining maturities of twelve months or less.
The principal differences between the Portfolio's and the Fund's
permitted investments are: (1) the Portfolio is permitted to invest its
assets in securities with remaining maturities of thirteen months or less
while the Fund may not invest in securities with remaining maturities of
twelve months or less; and (2) the Fund will not purchase when-issued
securities if more than 25% of the value of its total assets are committed
to when-issued transactions while the Portfolio has no such limitation.
The Portfolio's investment objective and policies are more fully
described in its current Prospectus dated September 30, 1995, a copy of
which accompanies this Prospectus/Proxy Statement. The Portfolio's
investment objective, as described in its current Prospectus, may not be
changed without the approval of the Portfolio's shareholders.
The investment restrictions and investment policies of the Portfolio
and the Fund are similar. The significant differences are as follows.
Although neither the Portfolio nor the Fund will knowingly invest more than
10% of its assets in securities that may be illiquid because of the legal
or contractual restrictions on resale ("restricted securities") or
securities for which there are no readily available market quotations, only
the Portfolio requires majority shareholder approval in order to change the
part of that limitation relating to restricted securities. Even though the
Fund is not required to seek shareholder approval to change its limitation
relating to restricted securities, it could not do so at the present time
under interpretations of the Securities and Exchange Commission. While
both the Portfolio and the Fund may not mortgage, pledge or hypothecate
assets, except in connection with borrowing for temporary or emergency
purposes and executing reverse repurchase agreements, the Fund provides
that no more than one-third of the Fund's assets may be so committed. The
Portfolio, by contrast, may pledge assets having a market value not
exceeding the lesser of the dollar amounts borrowed or 15% of the value of
the total assets of the Portfolio at the time of the pledge.
In addition to the Portfolio's and the Fund's shared investment
limitations, the Fund may not invest in warrants. The Portfolio will not
invest in securities of a company for the purpose of exercising control or
management. The Portfolio also will not purchase or retain the securities
of any issuer if the officers or trustees of the Trust or the Portfolio's
investment adviser, owning more than 1/2 of 1% of the issuer's securities,
together own more than 5% of the issuer's securities. Furthermore, the
Portfolio will not purchase or sell interests in oil, gas, or other mineral
exploration or development programs or leases, although it may purchase the
securities of issuers which invest or sponsor such programs.
Reference is hereby made to the Portfolio's Statement of Additional
Information dated September 30, 1996, and the Fund's Statement of
Additional Information dated May 30, 1996, for a complete description of
the investment practices and restrictions of the Portfolio and the Fund.
Copies of such Statements are available upon request at no charge. See
`Information About the Portfolio and the Fund.''
INFORMATION ABOUT THE REORGANIZATION
Background and Reasons for the Proposed Acquisition
The Fund commenced operations on February 8, 1993, in order to provide
institutional and high net worth individuals (through Class A Shares) and
institutions purchasing on behalf of individuals (through Class B Shares)
with an investment vehicle which provided current income with liquidity and
security of principal. Federated Securities Corp. (`FSC''), the
distributor of shares of the Portfolio, has proposed to representatives of
the Fund that the Fund consider a sale of all of the Fund's assets to the
Trust, acting on behalf of the Portfolio.
In considering the proposed Reorganization, the Board took into
consideration a number of factors, including (1) the comparatively larger
size of the Portfolio, (2) the capabilities and resources of Federated, (3)
expense ratios and published information regarding the fees and expenses of
the Portfolio in relation to similar funds, (4) the comparative investment
performance of the Portfolio and the Fund as well as the performance of
similar funds, (5) the terms and conditions of the Reorganization and
whether the Reorganization would result in the dilution of shareholder
interests, (6) the tax consequences of the Reorganization, (7) the
compatibility of the Portfolio's and the Fund's investment objectives,
policies, restrictions and portfolios, as well as service features
available to shareholders in the respective funds, (8) the commitment of
Federated to maintain and enhance its position in the money fund business
and (9) the decision by Lehman to seek to discontinue managing money market
funds.
The Board concluded to recommend that the shareholders of the
Portfolio vote to approve the Reorganization. This conclusion was based on
a number of factors, including the following:
1. The Reorganization would permit the shareholders of the Fund to
pursue substantially the same investment goals in a larger fund.
A larger fund should enhance the ability of portfolio managers
to effect their portfolio transactions on more favorable terms
and give portfolio managers greater investment flexibility and
the ability to select a larger number of portfolio securities,
with the attendant ability to spread investment risks over a
larger number of portfolio issues. In addition, the larger
aggregate net assets should enable the Portfolio to obtain the
benefits of economies of scale.
2. The Reorganization would secure for the shareholders of the Fund
the investment advisory services of Federated. Federated manages
over 100 mutual funds, including 48 money market funds with
assets of $43 billion. It is one of the largest institutional
service providers in the United States. Federated has been
providing advisory services for over 41 years and has been
managing the short-term assets of institutional investors for
over 20 years, having created one of the first institutional
money market funds in 1976.
3. As stated above, the contractual fees for investment advice
payable to Federated are the same as those for the Fund. The
actual expense ratio for the Portfolio for its most recent fiscal
year was .02% higher than that for the Fund for its most recent
fiscal year. The differential in expense ratios between the
Portfolio and the Fund is due to the differing waivers of fees by
the advisers to the Portfolio and the Fund, which waivers were
done on a voluntary basis and could have been terminated by the
relevant adviser at any time. Federated has undertaken to cap
the Portfolio's total operating expense ratio after the
Reorganization at .20% which could be changed at any time.
Federated has agreed, however, for the two-year period following
the Reorganization to cap the Portfolio's expense ratio (other
than the Shareholder Services Fee applicable to Institutional
Service Shares) at .35%, which is equal to the current
contractual cap on Class A expenses of the Fund.
4. The seven-day net yields of the Insitutional Shares and
Institutional Service Shares of the Portfolio for the seven-day
period ended July 31, 1996 were 5.23% and 4.98%, respectively.
The seven-day net yields of the Class A Shares and Class B Shares
of the Fund for the seven-day period ended July 31, 1996 were
5.30% and 5.05%, respectively Over other periods the performance
of the Portfolio and the Fund in relation to each other have
varied, in part due to differing expense waivers by Federated and
Lehman. The Portfolio has consistently performed in the top
[quintile] of institutional money market funds of the same type
during the past year.
Description of the Plan of Reorganization
The Plan provides that the Trust, on behalf of the Portfolio, will
acquire all of the assets and known liabilities of the Fund in exchange for
Institutional Shares and Institutional Service Shares of Portfolio to be
distributed pro rata by the Fund to the holders of Class A Shares and Class
B Shares, respectively, in complete liquidation of the Fund on or about
November 8, 1996. 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. Shareholders of
the Fund will become shareholders of the Portfolio as of 12:00 Noon
(Eastern time) on the Closing Date and will begin accruing dividends as of
such day. Shareholders of the Fund will earn their last dividend from the
Fund on the day preceding the Closing Date, which Closing Date is expected
to be November 8, 1996.
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 Lehman Brothers Institutional Funds Group Trust, on behalf
of 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.
Federated is responsible for the payment of all expenses of the
Reorganization, whether or not the Reorganization is consummated. Such
expenses include, but are not limited to, certain 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 Lehman Brothers Institutional Funds Group
Trust, on behalf of 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.
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 restrictions and will have no preemptive or conversion rights.
Reference is hereby made to the Prospectus of the Portfolio 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 Lehman Brothers Institutional Funds Group
Trust, on behalf of the Fund, will receive an opinion from Howard & Howard
Attorneys, P.C., 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)(C) 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) the holding period and basis
for the Fund's assets acquired by the Portfolio will be the same as the
holding period and the basis to the Fund immediately prior to the
Reorganization; (4) no gain or loss will recognized by the Fund upon
transfer of its assets to the Portfolio in exchange for Portfolio shares or
upon the distribution of the Portfolio shares to the Fund's shareholders in
exchange of their Fund shares; (5) no gain or loss will be recognized by
shareholders of the Fund upon exchange of their Fund shares for Portfolio
shares; (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 immediately prior to the Reorganization, provided the Fund
shares were held as capital assets on the date of the Reorganization; and
(7) the basis of Portfolio shares received by shareholders of the Fund
pursuant to the Plan will be the same as the basis of Fund shares held
immediately prior to the Reorganization.
Comparative Information on Shareholder Rights and Obligations
The Trust is organized as a Massachusetts business trust pursuant to a
Declaration of Trust dated October 3, 1988, under the laws of the
Commonwealth of Massachusetts. Lehman Brothers Institutional Funds Group
Trust is also organized as a Massachusetts business trust under a
Declaration of Trust dated November 16, 1992. The rights of shareholders
of the Trust and of Lehman Brothers Institutional Funds Group Trust are
similar, although not identical. Set forth below is a brief summary of the
more significant similarities and differences between rights of
shareholders of the Fund and the Portfolio.
Special meetings of both the Fund's and the Portfolio's shareholders
may be called for any purpose on the written request of shareholders
entitled to cast at least ten percent (10%) of all votes entitled to be
cast at the meeting. Special meetings of the Fund's shareholders may also
be called at any time by the Chairman of the Board of Trustees, the
President, or upon the request of a majority of the Trustees of Lehman
Brothers Institutional Funds Group Trust. Special meetings of the
Portfolio's shareholders may also be called by the Trustees or the Chief
Executive Officer of the Trust. Shareholders of the Portfolio are entitled
to at least fifteen days' notice of any meeting.
The Declaration of Trust of both Lehman Brothers Institutional Funds
Group Trust and the Trust provide that shareholders shall have the
following voting powers: (i) to vote for the election of Trustees; (ii) to
vote with respect to any investment advisory or sub-advisory contract
entered into on behalf of any series; (iii) to vote to the same extent as
shareholders of a Massachusetts business corporation as to whether or not a
court action, proceeding, or claim should or should not be brought
derivatively or as a class action on behalf of the trust, any series, or
the shareholders; and (iv) to vote on such additional matters as required
by the Declaration of Trust, the By-laws, the registration statement, or
the Securities and Exchange Commission.
Shareholders of the Fund, but not of the Portfolio, are also
specifically provided with the following voting rights under the
Declaration of Trust: (i) to vote on the termination of Lehman Brothers
Institutional Funds Group Trust or any of its series; (ii) to vote on any
amendment to the Declaration of Trust that materially affects the rights of
shareholders; (iii) to vote with respect to any merger, consolidation, or
sale of assets; (iv) to vote with respect to the incorporation of Lehman
Brothers Institutional Funds Group Trust; and (v) to vote with respect to
the adoption of a plan under Rule 12b-1 of the 1940 Act and related
matters.
Shareholders of the Portfolio, but not of the Fund, are also
specifically provided with the power to vote for the removal of Trustees
and with respect to amendments or supplements to the Trust's Declaration of
Trust.
Although there are some differences in the enumerated list of
shareholder voting powers between the Fund and the Portfolio, the 1940 Act
and the Securities and Exchange Commission impose requirements that would
eliminate most of the variations in shareholder rights described above.
Under certain circumstances, shareholders of the Fund or the Portfolio
may be held personally liable as partners under Massachusetts law for acts
or obligations of Lehman Brothers Institutional Funds Group Trust or the
Trust, respectively. To protect shareholders of the Fund and the
Portfolio, the Declarations of Trust expressly disclaim the liability of
shareholders for acts or obligations of the Fund and the Portfolio. The
Declarations of Trust provide that a notice of the disclaimer of liability
may be included in each agreement, obligation, or instrument that either
Lehman Brothers Institutional Funds Group Trust or the Trust may enter
into.
In the unlikely event that a shareholder of either the Fund or the
Portfolio is held personally liable for obligations of the Fund or the
Portfolio, the Declarations of Trust provide that property of the Fund or
the Portfolio will be used to protect or compensate the shareholder. On
request, claims are defended and judgments against shareholders are paid
that arise out of any act or obligation of Lehman Brothers Institutional
Funds Group Trust or the Trust on behalf of the Fund or the Portfolio,
respectively. Therefore, financial loss resulting from liability as a
shareholder will occur only if Lehman Brothers Institutional Funds Group
Trust or the Trust cannot meet its obligations to indemnify shareholders
and pay judgments against them from the assets of the Fund or the
Portfolio, respectively.
Capitalization
The following table shows the capitalization of the Portfolio and the
Fund as of July 31, 1996, and on a pro forma basis as of that date:
Portfolio Fund Pro Forma Combined
Institutional Institutional Class A Class B
Institutional Institutional
Shares Service Shares Shares Shares Shares Service
Shares
Net Assets
$2,182,998,556 $702,274,358 $111,066,603
$18,393,500 $2,294,065,159 $720,667,858
Price Per Share
$1.00 $1.00 $1.00 $1.00 $1.00 $1.00
INFORMATION ABOUT THE PORTFOLIO AND THE FUND
Government Obligations Fund, a portfolio of Money Market Obligations Trust
Information about the Trust and the Portfolio is contained in the
Portfolio's current Prospectuses for Institutional Shares and Institutional
Service Shares. A copy of either prospectus is included herewith and
incorporated by reference herein. Additional information about the Trust
and the Portfolio is included in the Portfolio's Combined Statement of
Additional Information dated September 30, 1995, which is incorporated
herein by reference. Copies of the Combined Statement of Additional
Information, which has been filed with the Securities and Exchange
Commission, may be obtained without charge by contacting the Trust at 1-
800-245-5000 or by writing to the Trust at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779. The Trust, on behalf of the
Portfolio, is subject to the informational requirements of the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended,
and the Investment Company Act of 1940, as amended, and in accordance
therewith files reports and other information with the Securities and
Exchange Commission. 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 Securities and
Exchange Commission 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 Room 1204, Everett McKinley Dirksen Building, 219 South Dearborn
Street, Chicago, Illinois 60604 and 14th Floor, 75 Park Place, New York, NY
10007. Copies of such material can be obtained at prescribed rates from
the Public Reference Branch, Office of Consumer Affairs and Information
Services, Securities and Exchange Commission, Washington 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 Securities and Exchange Commission under the Securities Act of 1933, as
amended, 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 Securities
and Exchange Commission.
Government Obligations Money Market Fund, a portfolio of Lehman Brothers
Institutional Funds Group Trust
Information about the Fund may be found in the Fund's current
Prospectuses dated May 30, 1996, and its Statement of Additional
Information dated May 30, 1996, which are incorporated herein by reference.
Financial Statements for the Fund for the year ended January 31, 1996, may
be found in the Statement of Additional Information dated
, 1996, relating to this Prospectus/Proxy
- ------------------------
Statement, which has been filed by the Trust with the Securities and
Exchange Commission. Copies of the Fund's Prospectuses and Statement of
Additional Information may be obtained without charge from the Fund by
calling 1-800-851-3134 or by writing to the Fund at One Exchange Place, 53
State Street, Boston, Massachusetts 02109-2873. A copy of the Statement of
Additional Information relating to this Prospectus/Proxy Statement may be
obtained without charge from Lehman Brothers Institutional Funds Group
Trust by calling or by writing to Lehman Brothers Institutional Funds Group
Trust at One Exchange Place, 53 State Street, Boston, Massachusetts 02109-
2873. The Fund is subject to the information requirements of the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended, and in
accordance therewith files reports and other information with the
Securities and Exchange Commission. 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 Securities and Exchange Commission
at the addresses listed in the previous section.
PROPOSAL 2. ELECTION OF TRUSTEES
The Board of Trustees currently consists of six Trustees serving until
the election and qualification of their successors. In connection with the
proposed business agreement between Federated Investors and Lehman
described above, it is proposed that thirteen Trustees be elected to the
Board of Lehman Brothers Institutional Funds Group Trust in connection with
the change of the investment adviser of certain portfolios to Federated
Management.None of the current Trustees will stand for re-election. Three
of the nominees are affiliated with Federated Investors as discussed
further below. All of the other nominees are Trustees or Directors of
other investment companies managed by Federated Management.
Nominees, Trustees and Executive Officers of the Fund
The following is a list of the nominees, Trustees and executive
officers of the Fund. Information provided regarding the name, age,
current position with the Fund and term of office, if any, principal
occupation during the past five years, family relationships and
directorships is required by law.
Nominees for Trustees
Name, Age and Relation to Federated Investors
Family Relationships or any of its Subsidiaries
John F. Donahue
Age 71 Father of J. Christopher
Donahue,President of the Trust Trustee
and Chairman of the Board of the Trust;
Chairman and Trustee, Federated
Investors, Federated Advisers, Federated
Management; Chairman and Director,
Federated Research Corp. and Federated
Global Research Corp.; Chairman,
Passport Research Ltd.; Chief Executive
Officer and Director, Trustee or
Managing General Partner of 74
investment companies for which
subsidiaries of Federated Investors
serve as investment adviser,
administrator and/or distributor (the
`Federated Fund Complex'').
Thomas G. Bigley*
Age 61 Trustee of the Trust; Director, Ober
Manufacturing Co.; Chairman of the
Board, Children's Hospital of
Pittsburgh; Director, Trustee, or
Managing General Partner of 74
investment companies within the
Federated Fund Complex; formerly, Senior
Partner Ernst & Young LLP.
John T. Conroy, Jr.*
Age 58 Trustee of the Trust; President,
Investment Properties Corporation;
Senior Vice President, John R. Wood and
Associates, Inc., Realtors; President,
Northgate Village Development
Corporation; Partner or Trustee in
private real estate ventures in
Southwest Florida; Director, Trustee, or
Managing General Partner of 74
investment companies within the
Federated Fund Complex; formerly,
President Naples Property Management,
Inc.
William J. Copeland*
Age 77 Trustee of the Trust; Director and
member of the Executive Committee,
Michael Baker, Inc.; Director, Trustee
or Managing General Partner of 74
investment companies within the
Federated Fund Complex; formerly, Vice
Chairman and Director, PNC Bank, N.A.,
and PNC Bank Corp. and Director, Ryan
Homes, Inc.
J. Christopher Donahue
Age 46 Son of John F. Donahue, Chairman of the
Trust Trustee and President of the
Trust, President and Trustee, Federated
Investors, Federated Advisers, Federated
Management and Federated Research;
President and Director, Federated
Research Corp. and Federated Global
Research Corp.; President Passport
Research Ltd.; Trustee, Federated
Administrative Services, Federated
Services Company, and Federated
Shareholder Services; President or
Executive Vice President of the Funds;
Director, Trustee, or Managing General
Partner of certain investment companies
within the Federated Fund Complex.
James E. Dowd*
Age 73 Trustee of the Trust; Attorney-at-law;
Director, The Emerging Germany, Inc.,
Director, Trustee, or Managing General
Partner of 74 investment companies
within the Federated Fund Complex.
Lawrence D. Ellis, M.D.
Age 62 Trustee of the Trust; Professor of
Medicine and Member Board of Trustees,
University of Pittsburgh Medical Center-
Downtown; Member, Board of Directors,
University of Pittsburgh Medical Center;
formerly Hematologist, Oncologist, and
Internist, Presbyertain and Montefiore
Hospitals; Director, Trustee, or
Managing General Partner of 74
investment companies within the
Federated Fund Complex.
Edward L. Flaherty, Jr.*
Age 71 Trustee of the Trust; Attorney-at-law;
Shareholder, Henny, Kochuba, Meyer and
Flaherty; Director, Eat `N Park
Restaurants, Inc., and Statewide
Settlement Agency, Inc.; Director,
Trustee, or Managing General Partner of
74 investment companies within the
Federated Fund Complex; formerly,
Counsel, Horizon Financial, F.A.,
Western Region.
Peter E. Madden*
Age 53 Trustee of the Trust; Consultant; State
Representative, Commonwealth of
Massachusetts; Director, Trustee, or
managing General Partner of 74
investment companies within the
Federated Fund Complex; formerly
President, State Street bank and Trust
Company and State Street Boston
Corporation.
Gregor F. Meyer*
Age 68 Trustee of the Trust; Attorney-at-law;
Shareholder, Henny, Kochuba, Meyer and
Flaherty; Chairman, Meritcare, Inc.;
Director, Eat `N Park Restaurants, Inc.;
Director, Trustee or Managing General
Partner of 74 investment companies
within the Federated Fund Complex.
John E. Murray, Jr.*
Age 62 Trustee of the Trust; President and Law
Professor, Duquesne University;
Consulting Partner, Mollica, Murray and
Hogue; Director, Trustee or Managing
General Partner of 74 investment
companies within the Federated Fund
Complex.
Wesley W. Posvar*
Age 70 Trustee of the Trust; Professor,
International Politics and Management
Consultant; Trustee, Carnegie Endowment
for International Peace, RAND
Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation;
Chairman, Czecho Management Center;
Director, Trustee or Managing General
Partner of 74 investment companies
within the Federated Fund Complex;
President Emeritus, University of
Pittsburgh, founding Chairman, National
Advisory Council for Environmental
Policy and Technology and Federal
Emergency Management Advisory Board.
Marjorie P. Smuts*
Age 60 Trustee of the Trust; Public
relations/marketing consultant;
Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing
General Partner of 74 investment
companies within the Federated Fund
Complex.
The foregoing individuals are being nominated as trustees in
connection with the transaction between Federated Investors and Lehman
referred to under Proposal 1 whereby Federated Management would assume the
role of the investment adviser of certain other portfolios of Lehman
Brothers Institutional Funds Group Trust. If Federated Management becomes
the investment adviser to such portfolios, the Trustees believe that
appointing representatives from other areas within the Federated Investors'
organization would help the transition run smoothly. Furthermore, the
Trustees consider the addition of personnel of Federated Investors to be a
means of facilitating day-to-day management of the Lehman Brothers
Institutional Funds Group Trust.
Federated Management has been recommended to assume the role of
investment adviser with respect to three portfolios of Lehman Brothers
Institutional Funds Group Trust, the Prime Money Market Fund, the Prime
Value Money Market Fund and the Municipal Money Market Fund. Also pursuant
to that agreement, the assets of three other portfolios of Lehman Brothers
Institutional Funds Group Trust, the Treasury Instruments Money Market Fund
II, the Tax-Free Money Market Fund, and the Fund, are proposed to be
reorganized into Federated Investors portfolios which are part of its Money
Market Obligations Trust. A third part of the transaction involves the
transfer of assets from Lehman Brothers' retail money market funds to funds
of Federated Investors with similar objectives through a negative consent
process.
Because the Reorganization is part of a business agreement between
Lehman and Federated Investors that includes the election of new Trustees
of Lehman Brothers Institutional Funds Group Trust, and because all
shareholders of the Trust, including those of the Fund, are entitled to
elect Trustees of Lehman Brothers Institutional Funds Group Trust,
shareholders of the Fund are asked to vote for the election of the nominees
for Trustee of Lehman Brothers Institutional Funds Group Trust even though
the consummation of the Reorganization would result in the Fund's
shareholders receiving shares of the Portfolio and becoming shareholders of
another entity.
Some of the nominees for election as Trustees are executive officers
of and employed by Federated Investors. To the extent that employees of
Federated will benefit from the entire transaction with Lehman, the
nominees may be deemed to have an indirect material interest in such
arrangement. Similarly, Messrs. Carbone and Gordon, Trustees, and
Messrs. Winters and Rabiecki, Executive Officers, are employees of Lehman
Brothers and Lehman, respectively, and as such may be deemed to have an
indirect material interest in the transaction.
Trustees Not Standing for Election
Name and Age Positions with Registrant and Relation to Federated
Business Experience Investors or any of
its Subsidiaries
James A. Carbone, 43
Managing Director, Lehman Brothers None
Andrew Gordon, 42 Co-Chairman of the Board, Trustee and President
of Lehman Brothers Institutional Funds Group Trust;
Managing Director, Lehman Brothers None
Charles Barber,* 79
Trustee*, Lehman Brothers Institutional Funds
Group Trust; Retired; former Chairman of the
Board, ASARCO, Inc. None
Burt N. Dorsett,* 65
Trustee*, Lehman
Brothers Institutional Funds Group
Trust; Managing Partner, Dorsett McCabe Capital
Management, Inc., an investment counseling firm;
Director, Research Corporation Technologies, a
non-profit patent-clearing and licensing operation;
formerly President, Westinghouse Pension Investments
Corporation; formerly Executive Vice President and
Trustee, College Retirement Equities Fund, Inc., a
variable annuity fund; and formerly Investment Officer,
University of Rochester None
Edward J. Kaier,* 50
Trustee*, Lehman
Brothers Institutional Funds
Group Trust; Partner with the law firm of Hepburn,
Willcox, Hamilton & Putnam None
S. Donald Wiley,* 69
Trustee*, Lehman
Brothers Institutional Funds
Group Trust; Vice Chairman and Trustee, H.J. Heinz
Company Foundation None
* Independent Trustee
None of the nominees and none of the current Trustees, except Messrs.
Carbone and Gordon, have any material direct or indirect interest in the
Fund's current principal underwriter or administrator. Except as
described above, none of the nominees has any material direct or indirect
interest in the investment adviser or any person controlling, controlled
by, or under common control with the investment adviser.
During the fiscal year ended January 31, 1996, the Trust's Board met
four times. All Trustees attended at least 75 percent of the meetings.
The Trust has a standing Audit Committee which consists of
Messrs. Barber, Dorsett, Kaier and Wiley, all of whom are Independent
Trustees. The function of the Audit Committee is to meet annually with the
Trust's independent auditors to review the financial statements of the
Trust's portfolios. The Audit Committee met one time during the fiscal
year ended January 31, 1996.
The Trust also has a Nominating Committee consisting of
Messrs. Barber, Dorsett, Kaier and Wiley. Its function is to nominate
independent trustees to fill vacancies that occur on the Board of Trustees
of Lehman Brothers Institutional Funds Group Trust. The Committee did not
meet during the fiscal year ended January 31, 1996.
Executive Officers
Name and Age Positions with Registrant and Relation to Federated
Investors Business Experience or any of its Subsidiaries
John M. Winters, 46
Vice President and Investment Officer, Lehman
Brothers Institutional Funds Group Trust;
Investment Officer, Senior Vice President and
Senior Money Market Portfolio Manager,
Lehman Brothers Global Asset Management,
Inc.; formerly Product Manager with Lehman
Brothers Capital Markets Group None
Nicholas Rabiecki III, 39
Vice President and Investment Officer, Lehman
Brothers Institutional Funds Group Trust; Vice
President and Senior Portfolio Manager, Lehman
Brothers Global Asset Management, Inc.; formerly
Senior Fixed-Income Portfolio Manager with
Chase Private Banking None
Michael C. Kardok, 36
Treasurer, Lehman Brothers Institutional Funds
Group Trust; Vice President, First Data Investor
Services Group, Inc.; prior to May 1994, Vice
President, The Boston Company Advisors, Inc. None
Patricia L. Bickimer, 42
Secretary, Lehman Brothers Institutional Funds
Group Trust; Vice President and Associate General
Counsel, First Data Investor Services Group, Inc.;
prior to May 1994, Vice President and Associate
General Counsel, The Boston Company Advisors, Inc. None
None of the executive officers was selected as such pursuant to any
agreements nor has any executive officer entered into an employment
contract or other compensatory agreement with the Fund.
The Declaration of Trust provides that the Trust will indemnify its
Trustees and officers against liabilities and expenses incurred in
connection with litigation in which they may be involved because of their
offices with the Fund unless it is finally adjudicated that they engaged in
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in their offices.
The following table describes the compensation paid during the fiscal
year ending January 31, 1996, to each member of the Board of Trustees of
the Trust.
Compensation Table
The following table presents, for the fiscal year ended January 31,
1996, the compensation paid to, or accrued for, each of the Trust's
Trustees. None of the Fund's most highly compensated executive officers
had aggregate compensation of over $60,000 during this period.
COMPENSATION TABLE
Total
Compensation
Pension or from Fund
Retirement Estimated and Fund
Benefits Annual Complex
Aggregate Accrued Benefits ( Funds)
---
Compensation as part of Upon Paid to
Name and Position From Fund Fund Retiremen Directors
Expenses t
James A. Carbone
Trustee and
Co-Chairman of the $0 $0 N/A $0
Board
Andrew Gordon
Trustee, Co-Chairman
of the Board and $0 $0 N/A $0
President
Charles Barber
Trustee $25,000 $0 N/A $25,000
Burt N. Dorsett
COMPENSATION TABLE
Total
Compensation
Pension or from Fund
Retirement Estimated and Fund
Benefits Annual Complex
Aggregate Accrued Benefits ( Funds)
---
Compensation as part of Upon Paid to
Name and Position From Fund Fund Retiremen Directors
Expenses t
Trustee $25,000 $0 N/A $52,500
Edward J. Kaier
Trustee $25,000 $0 N/A $25,000
S. Donald Wiley
Trustee $25,000 $0 N/A $25,000
The Fund does not have any compensation plans, including pension or
retirement plans or any other defined benefit or actuarial plan in place.
Trustees who are "interested persons" receive no compensation from the
Fund for service as Trustees. Independent Trustees receive $20,000 in
retainer fees per year, plus $1,250 per regular or special Board meeting
attended. Trustees are also reimbursed for travel and out-of-pocket
expenses.
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
, 1996 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, or 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 Federated. In addition to solicitations
through the mails, proxies may be solicited by officers, employees, and
agents of the Fund and Lehman at no additional costs to the Fund. Such
solicitations may be by telephone, telegraph, or otherwise. Federated 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
November 15, 1996, 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, constituting
- -----------------
Class A Shares and Class B Shares. Each
- --------------- ----------------
Fund share is entitled to one vote and fractional shares have proportionate
voting rights. On the record date, [INSERT 5% SHAREHOLDERS AND PERCENTAGE
HOLDINGS] On such date, no other person owned of record, or to the
knowledge of Lehman, 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.
On the record date the following persons of record owned 5% or more of
the Portfolio's outstanding shares: [INSERT 5% SHAREHOLDERS AND PERCENTAGE
HOLDINGS] On the record date, the Trustees and officers of the Trust as a
group owned less than 1% of the outstanding shares of the Portfolio.
The votes of shareholders of the Portfolio are not being solicited
since their approval is not required in order to effect the Reorganization.
Approval of Proposal 1, relating to the Reorganization, requires the
affirmative vote of a majority of the Fund's outstanding shares. Approval
of Proposal 2, relating to the election of Trustees, requires the
affirmative vote of a majority of the outstanding shares of Lehman Brothers
Institutional Funds Group Trust and is conditioned upon shareholder
approval of Proposal 1. In determining whether the required vote is
obtained, shares of the Fund are voted in the aggregate, without regard to
the designated class of shares of the Fund, with regard to Proposal 1, and
shares of Lehman Brothers Institutional Funds Group Trust are voted in the
aggregate, without regard to the designated series or class of any shares,
with regard to Proposal 2. As used herein, the term "majority of the
Fund's outstanding shares" means the lesser of: (a) 67% of the shares of
the Fund or Lehman Brothers Institutional Funds Group Trust, as the case
may be, present at the Special Meeting if the holders of more than 50% of
the outstanding shares of the Fund, or Lehman Brothers Institutional Funds
Group Trust, as the case may be, are present in person or by proxy, or (b)
more than 50% of the outstanding shares of the Fund, or Lehman Brothers
Institutional Funds Group Trust, as the case may be.
In tallying shareholder votes, abstentions and broker non-votes (i.e.,
proxies sent in by brokers and other nominees that cannot be voted on a
proposal because instructions have been received from the beneficial
owners) will be counted for purposes of determining whether or not a quorum
is present for purposes of convening the meeting. On each proposal, broker
non-votes will be considered to be abstentions on the vote regarding each
proposal.
No 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 under the laws of
the Commonwealth of Massachusetts. Shareholders have the right, however,
to redeem their Fund shares at net asset value until the Closing Date, and
thereafter shareholders may redeem Portfolio shares acquired by them in the
Reorganization at net asset value.
Quorum
In the event that a quorum is not present at the Special Meeting, or
in the event that a quorum is present at the Special Meeting, but
sufficient votes to approve the Plan and the transactions contemplated
thereby are not received, the persons named as proxies may propose one or
more adjournments of the Special Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of shares that are represented at the Meeting in person or by
proxy. If a quorum is present, the persons named as proxies will vote
those proxies which they are entitled to vote FOR the Plan in favor of such
adjournments, and will vote those proxies required to be voted AGAINST such
proposal against any adjournment. A quorum is constituted with respect to
the Fund by the presence in person or by proxy of the holders of more than
50% of the outstanding shares of the Fund entitled to vote at the Meeting.
Proxies properly executed and marked with a negative vote or an abstention
will be considered to be present at the Meeting for purposes of determining
the existence of a quorum for the transaction of business.
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.
AGREEMENT AND PLAN OF REORGANIZATION Exhibit A
AGREEMENT AND PLAN OF REORGANIZATION dated as of September 6, 1996
(the `Agreement''), by and between MONEY MARKET OBLIGATIONS TRUST, a
Massachusetts business trust, on behalf of its portfolio, Government
Obligations Fund (hereinafter called the `Acquiring Fund''), FEDERATED
MANAGEMENT, a Delaware business trust (`Federated''), LEHMAN BROTHERS
INSTITUTIONAL FUNDS GROUP TRUST, a Massachusetts business trust, on behalf
of its portfolio, Government Obligations Money Market Fund (hereinafter
called the `Acquired Fund'') and LEHMAN BROTHERS GLOBAL ASSET MANAGEMENT,
INC., a corporation (`Lehman'').
---------------------
This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a)(1)(C)
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 and known liabilities of the Acquired Fund in
exchange solely for Institutional Shares and Institutional Service Shares
of beneficial interest of the Acquiring Fund (collectively, the `Acquiring
Fund Shares') and the distribution, after the Closing Date as hereinafter
defined, of Institutional Shares and Institutional Service Shares of the
Acquiring Fund to the shareholders of the Class A Shares and Class B
Shares, respectively, 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, diversified, management investment companies and the Acquired Fund
owns securities which generally are assets of the character in which the
Acquiring Fund is permitted to invest;
WHEREAS, the Acquiring Fund is authorized to issue the Acquiring Fund
Shares and the Acquired Fund is authorized to issue its shares of
beneficial interest;
WHEREAS, Federated, an investment adviser registered as such under the
Investment Advisers Act of 1940, as amended, serves as investment adviser
to the Acquiring Fund;
WHEREAS, Lehman, an investment adviser registered as such under the
Investment Advisers Act of 1940, as amended, serves as investment adviser
to the Acquired Fund;
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 of the assets and known liabilities 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 [and
known liabilities] of the Acquired Fund for Acquiring Fund Shares is in the
best interests of the Acquired Fund shareholders, that the interests of the
shareholders of the Acquired Fund would not be diluted as a result of this
transaction and determined that subsequent to the consummation of the
transaction contemplated by this Agreement, the Acquired Fund will cease
operations;
NOW THEREFORE, for and in consideration of the mutual 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 and known liabilities of the Acquired Fund at
the time of the Closing (defined below), including without limitation
all securities and cash, and the Acquiring Fund agrees in exchange
therefor to deliver to the Acquired Fund the number of Acquiring Fund
Shares, including fractional Acquiring Fund Shares, representing
Institutional Shares and Institutional Service Shares, determined as
set forth in paragraph 2.3 of this Agreement. Such transactions shall
take place at the closing (the `Closing'') on the closing date (the
`Closing Date''), as provided in paragraph 3.1 of this Agreement. 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's
transfer agent 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 referred to as
`State Street''), Boston, Massachusetts, the Acquiring Fund's
custodian (the `Custodian''), for the account of the Acquiring Fund,
together with proper instructions and all documents necessary to
transfer such assets to the account of the Acquiring Fund, free and
clear of all liens, encumbrances, rights, restrictions and claims,
except as may be indicated in a schedule delivered by the Acquired
Fund to the Acquiring Fund immediately prior to the Closing. All cash
delivered shall be in the form of currency or immediately available
funds payable to the order of Custodian for 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 practicable (the
"Liquidation Date"), 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 (by the Acquiring Fund or its
transfer agent) of the Acquiring Fund Shares into an account for each
shareholder on the books of the Acquiring Fund's transfer agent in the
name of each Acquired Fund Shareholder and representing the pro rata
number of the Acquiring Fund Shares due each Acquired Fund
Shareholder. 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 paragraph 2.3. The Acquiring Fund will
issue certificates representing the Acquiring Fund Shares in
connection with such exchange only for, and upon receipt of,
certificated shares of the Acquired Fund.
1.6 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 the Closing Date
shall, as a condition of such issuance and transfer, be paid by the
person to whom such Acquiring Fund Shares are to be issued and
transferred.
1.7 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 with federal and
blue sky authorities.
2. VALUATION.
2.1 The value of the Acquired Fund's assets to be acquired by
the Acquiring Fund hereunder shall be the amortized cost value of such
assets computed as of the close of business 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 the close of business 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) of the Institutional Shares and
the Institutional Service Shares classes in exchange for the Acquired
Fund's assets shall be determined by dividing the value of the assets
attributable to Class A Shares and Class B Shares 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. Institutional Shares of
the Acquiring Fund shall be issued for Class A Shares of the Acquired
Fund and Institutional Service Shares of the Acquiring Fund shall be
issued for Class B Shares of the Acquired Fund.
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 Closing Date shall be November 8, 1996, 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 the close of business at the offices of the
Acquired Fund, One Exchange Place, 53 State Street, Boston,
Massachusetts 02109, 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 The Acquired Fund shall instruct First Data Investor
Services Group, Inc., as transfer agent for the Acquired Fund, to
deliver to the Acquiring Fund 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 of
outstanding Class A Shares and Class B Shares owned by each such
shareholder immediately prior to the Closing. The Acquiring Fund
shall issue and deliver a confirmation evidencing the Institutional
Shares and the Institutional Services Shares of the Acquiring Fund to
be credited on the Closing Date to the Secretary of the Acquired Fund
or provide evidence satisfactory to the Acquired Fund that such
Institutional Shares and the Institutional Service Shares of the
Acquiring Fund have been credited to the respective accounts of the
Acquired Fund Shareholders on the books of the Acquiring Fund. At the
Closing, each party shall deliver to the other such bills of sale,
checks, assignments, share certificates, if any, receipts or other
documents as such other party or its counsel may reasonably request.
4. REPRESENTATIONS AND WARRANTIES.
4.1 Each of the Acquired Fund and Lehman represents and warrants
to the Acquiring Fund as follows:
(a) The Acquired Fund is a portfolio of a business trust
organized, validly existing, and in good standing under the laws
of the Commonwealth of Massachusetts and has power to carry on
its business as it is now being conducted.
(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 a 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 contracts or other commitments
outstanding which will result in liability to it after the
Closing Date not reflected on the Acquired Fund's balance sheet
other than liabilities in the ordinary course of business or
otherwise disclosed to Federated and the Acquiring Fund.
(e) No material 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 the Acquired Fund's properties or assets
which, if adversely determined, would materially and adversely
affect its financial condition or the conduct of its business.
Neither Lehman nor the Acquired Fund knows of any facts which
might form the basis for the institution of such proceedings, and
the Acquired Fund 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 Statement of Assets and Liabilities of the Acquired
Fund at January 31, 1996, has been audited by Ernst & Young, LLP,
independent auditors, and has been prepared in accordance with
generally accepted accounting principles, consistently applied,
and such statement (copies of which have been furnished to the
Acquiring Fund) fairly reflect the financial condition of the
Acquired Fund as of such date, and there are no liabilities of
the Acquired Fund, known to the Acquired Fund or to Lehman,
contingent or otherwise, as of such date not disclosed therein.
(g) The unaudited Statement of Assets and Liabilities of
the Acquired Fund at July 31, 1996, has been prepared in
accordance with generally accepted accounting principles,
consistently applied, and on a basis consistent with the
Statement of Assets and Liabilities of the Acquired Fund at
January 31, 1996, which has been audited by Ernst & Young, LLP,
and such statement (copies of which have been furnished to the
Acquiring Fund) fairly reflects the financial condition of the
Acquired Fund as of such date, and there are no liabilities of
the Acquired Fund known to the Acquired Fund or to Lehman,
contingent or otherwise, as of such date not disclosed therein.
(h) Since January 31, 1996, 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 any indebtedness for borrowed money, except as
otherwise disclosed to Federated and the Acquiring Fund.
(i) At the Closing Date, all federal and other tax returns
and reports of the Acquired Fund required by law (or permitted
extensions thereto) to have been filed shall have been filed, and
to the best of the Acquired Fund's knowledge 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 (or part thereof) 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 each class 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 each class 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 of this Agreement.
The Acquired Fund does not have outstanding options, warrants or
other rights to subscribe for or purchase any of the Acquired
Fund shares, nor is there outstanding any security convertible
into Acquired Fund shares.
(l) On the Closing Date, all issued and outstanding shares
of the Acquired Fund will have been duly registered under the
Securities Act of 1933, as amended (the "1933 Act"), and
registered, or exempt from registration, to the extent required
thereby under each state securities or "blue sky" law of every
state in which the Acquired Fund has offered or sold its shares.
(m) 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.
(n) The execution, delivery, and performance of this
Agreement has been duly authorized by all necessary action on the
part of the Acquired Fund's Board of Trustees and, subject to the
approval of the Acquired Fund Shareholders, this Agreement
constitutes 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 before which a proceeding
is brought (regardless of whether the enforceability is
considered in a proceeding in equity or at law).
(o) On the effective date of the Registration Statement and
on the Closing Date, the Prospectus/Proxy Statement (only insofar
as it relates to the Acquired Fund) will 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.
(p) The Acquired Fund will have provided the Acquiring Fund
with information reasonably necessary for the preparation of the
Prospectus/Proxy Statement.
4.2 Each of Federated and the Acquiring Fund represents and warrants
to the Acquired Fund as follows:
(a) The Acquiring Fund is a business trust duly organized,
validly existing, and in good standing under the laws of the
Commonwealth of Massachusetts and has the power to carry on its
business as it is now being conducted and to carry out this
Agreement.
(b) The Acquiring 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 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 regulation of the SEC 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.
(d) At the Closing Date, the Acquiring Fund will have good
and marketable title to its assets.
(e) The Acquiring Fund has no material contracts or other
commitments outstanding which will result in liability to it
after the Closing Date not reflected in the Acquiring Fund's
balance sheet dated as of July 31, 1996, other than liabilities
in the ordinary course of business or otherwise disclosed to
Lehman and the Acquired Fund.
(f) The Acquiring Fund is not, and the execution, delivery,
and performance of this Agreement will not result in violation of
its 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.
(g) 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 the Acquiring Fund's properties or
assets which, if adversely determined, would affect the Acquiring
Fund's financial condition or the conduct of its business.
Neither Federated nor the Acquiring Fund knows of any facts which
might form the basis for the institution of such proceedings, and
the Acquiring Fund is not a party to or subject to the provisions
of any order, decree or judgment of any court or governmental
body which affects its business or its ability to consummate the
transactions contemplated herein.
(h) The Statement of Assets and Liabilities of the
Acquiring Fund at July 31, 1996, has been audited by Arthur
Andersen, LLP, independent auditors, and has been prepared in
accordance with generally accepted accounting principles,
consistently applied, and such statement (copies of which have
been furnished to the Acquired Fund) fairly reflects the
financial condition of the Acquiring Fund as of such date, and
there are no liabilities of the Acquiring Fund, contingent or
otherwise, as of such date not disclosed therein.
(i) Since July 31, 1996, there has not been any adverse
change in the Acquiring Fund's financial condition, assets,
liabilities, or business other than changes occurring in the
ordinary course of business, or any incurrence by the Acquiring
Fund of any indebtedness for borrowed money.
(j) 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
shall have been paid so far as due or provision shall have been
made for the payment thereof, and to the best of the Acquiring
Fund's knowledge no such return is currently under audit and no
assessment has been asserted with respect to such returns.
(k) For each fiscal year (or part thereof) of its
operation, the Acquiring Fund has met the requirements of
Subchapter M of the Code for qualification and treatment as a
regulated investment company.
(l) All issued and outstanding shares of each class of the
Acquiring Fund are, and including the Acquiring Fund Shares
issued to the Acquired Fund Shareholders pursuant hereto, 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.
(m) All issued and outstanding shares of each class of the
Acquiring Fund are, and, including the Acquiring Fund Shares
issues to the Acquired Fund Shareholders pursuant hereto, at the
Closing Date will be, duly registered under the 1933 Act and
registered, or exempt from registration, to the extent required
thereby under each state securities or "blue sky" law of every
state in which the Acquiring Fund has offered or sold its shares.
(n) 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 Acquiring Fund's
Board of 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 before which a proceeding is brought (regardless of
whether the enforceability is considered in a proceeding in
equity or at law).
(o) 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 be true and correct in all
material respects. Further, on the effective date of the
Registration Statement and on the Closing Date, the
Prospectus/Proxy Statement (only insofar as it relates to the
Acquiring Fund) will not contain any untrue statement of 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.
(p) The Acquiring Fund has entered into an agreement under
which Federated will assume the expenses of the Reorganization,
including legal fees of the Acquiring Fund, registration fees,
transfer tax (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.
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 and appropriate 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 or its
Treasurer.
5.5 The Acquiring Fund shall have filed with the SEC a
Registration Statement on Form N-14 complying in all material respects
with the requirements of the 1933 Act, the Securities Exchange Act of
1934, as amended, the 1940 Act, and applicable rules and regulations
thereunder, relating to a meeting of the shareholders of the Acquired
Fund to be called to consider and act upon the transactions
contemplated herein, and such Registration Statement shall have been
declared effective by the SEC. The Acquired Fund agrees to provide
the Acquiring Fund with information relating to the Acquired Fund
required under such Acts, rules and regulations for inclusion in the
Registration Statement on Form N-14.
5.6 For a period of two years after the Closing Date, Federated
and the Acquiring Fund agree to waive fees and/or reimburse expenses
in order to maintain actual expense ratios of the Institutional Shares
Class and Institutional Service Shares Class as follows:
Class Actual Expense Ratio
Institutional Shares Class .35%
Institutional Service Shares Class .60%
5.7 The Acquiring Fund agrees to use all best 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 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 Lehman and 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 and known liabilities,
together with a list of the Acquired Fund's portfolio securities
showing the tax costs of such securities by lot and the holding
periods of such securities, as of the Closing Date, certified by the
Treasurer or the Assistant Treasurer of the Acquired Fund.
6.3 The Acquired Fund and Lehman shall have delivered to the
Acquiring Fund on the Closing Date a certificate executed in their
names by their respective Presidents or Vice Presidents and their
Treasurers or Assistant Treasurers, in form and substance reasonably
satisfactory to the Acquiring Fund, to the effect that the
representations and warranties of the Acquired Fund and Lehman 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 for herein shall be subject 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 and
Federated 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 and Federated shall have delivered to the
Acquired Fund on the Closing Date a certificate executed in their
names by their respective Presidents or Vice Presidents and their
Treasurers or Assistant Treasurers, in form and substance reasonably
satisfactory to the Acquired Fund, to the effect that the
representations and warranties of the Acquiring Fund and Federated
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.
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 beneficial
interest of the Acquired Fund in accordance with the laws of the
Commonwealth of Massachusetts and the Acquired Fund's Declaration of
Trust and By-Laws.
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 parties hereto and all other consents,
orders, permits, and exemptions of federal, state, and local
regulatory authorities (including those of the Securities and Exchange
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 Reserved.
8.5 The Form N-14 shall have become effective under the 1933 Act
by the SEC 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.
8.6 The Acquiring Fund and the Acquired Fund shall have received
an opinion of Howard & Howard Attorneys, P.C., substantially to the
effect that, on the basis of the existing provisions of the Code,
current administrative rules, and court decisions, 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)(C) 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).
8.7 The Acquired Fund and Lehman shall have received the opinion
of counsel to the Acquiring Fund, dated as of the date of the Closing,
addressed to and in form and substance satisfactory to the Acquired
Fund and Lehman to the effect that: (i) the Acquiring Fund is a
business trust duly organized and existing under the laws of the
Commonwealth of Massachusetts, has the power to own all its properties
and assets and to carry on its business as a registered investment
company, and each of its Portfolios is a validly existing series of
shares of such business trust; (ii) the Acquiring Fund is an open-end
investment company of the management type registered under the
Investment Company Act of 1940; (iii) this Agreement and the
Reorganization provided for herein and the execution of this Agreement
have been duly authorized and approved by all requisite action of the
Acquiring Fund and this Agreement has been duly executed and delivered
by the Acquiring Fund and is a valid and binding obligation of the
Acquiring Fund enforceable against the Acquiring Fund in accordance
with its terms, except as affected by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or
at law) and an implied covenant of good faith and fair dealing; (iv)
the Registration Statement on Form N-14 has been declared effective
under the Securities Act of 1933 and to such counsel's knowledge after
reasonable investigation no stop order has been issued or threatened
suspending its effectiveness and no order pursuant to Section 8(e) of
the 1940 Act has been issued; (v) to such counsel's knowledge, no
consent, approval, order or other authorization of any federal or
Massachusetts state court or administrative or regulatory agency is
required for the Acquiring Fund to enter into this Agreement or carry
out its term that has not already been obtained, other than where the
failure to obtain any such consent, approval, order or authorization
would not have a material adverse effect on the operations of the
Acquiring Fund; (vi) to such counsel's knowledge, the Acquiring Fund
is not in breach or violation of any material contract to which it is
a party, which breach or violation would (a) affect the ability of the
Acquiring Fund to enter into this Agreement or consummate the
transactions contemplated hereby, including the Reorganization, or (b)
have a material adverse effect on the business or financial condition
of the Acquiring Fund; (vii) to such counsel's knowledge, no federal
or Massachusetts state administrative or regulatory proceeding is
pending or threatened against the Acquiring Fund which would (a)
affect the ability the Acquiring Fund to enter into this Agreement or
consummate the transactions contemplated hereby, including the
Reorganization; or (b) have a material adverse effect on the business
or financial condition of the Acquiring Fund; and (viii) the Shares to
be issued in the Reorganization have been duly authorized and upon
issuance thereof in accordance with this Agreement, will be validly
issued, fully paid and nonassessable and no Acquiring Fund Shareholder
has any preemptive rights to subscription or purchase in respect
thereof; (ix) the Registration Statement on Form N-14 (except as to
financial data contained therein as to which no opinion is given)
complies as to form in all material respects with the requirements of
the Securities Act of 1933, the Securities Exchange Act of 1934 and
the 1940 Act and the rules and regulations thereunder; (x) such
counsel does not know of any legal, administrative or governmental
proceedings, investigation, order, decree or judgment of any court or
governmental body, only insofar as they relate to the Acquiring Fund
or its assets or property, pending, threatened or otherwise existing
on or before the effective date of the Registration Statement on Form
N-14 or the Closing Date, which are required to be described in such
Registration Statement or to be filed as exhibits thereto which are
not described and filed as required; (xi) the execution and delivery
of this Agreement did not, and the consummation of the transactions
contemplated hereby will not result in a violation of the Acquiring
Fund's Declaration of Trust or By-laws or in violation of any material
agreement to which the Acquiring Fund is a party or by which it or its
property is bound.
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 Board of Trustees of the Acquiring Fund, at
any time prior to the Closing Date without liability on the part of
either party hereto, if circumstances should develop that, in the
opinion of the Board of Directors or Trustees, as the case may be, of
either party hereto, determines that proceeding with the Agreement is
not in the best interests of that party's shareholders.
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 (other than the
agreement of Federated to assume the expenses of the Reorganization)
or the trustees, directors, 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
(other than that set forth in Section 8.6) may be waived by the Board of
Trustees of the Acquiring Fund or the Board of Trustees 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. AMENDMENT.
This Agreement and Plan of Reorganization may be amended at any time
by the mutual agreement of the Acquired Fund and the Acquiring Fund,
authorized by their respective Boards of Trustees and notwithstanding
approval thereof by the Acquired Fund Shareholders; provided, that if so
approved by the Acquired Fund Shareholders, no amendment shall be made
which substantially changes the terms hereof.
12. NO BROKER'S OR FINDER'S FEE.
The Acquired Fund and the Acquiring Fund each represents that there is
no person with whom it has dealt who by reason of such dealings is entitled
to any broker's or finder's or other similar fee or commission arising out
of the transactions contemplated by this Agreement and Plan of
Reorganization.
13. MISCELLANEOUS.
13.1 The representations and warranties included or provided for
herein shall not survive consummation of the transactions contemplated
hereby.
13.2 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.
13.3 This Agreement shall be governed and construed in accordance
with the internal laws of the State of New York, without giving effect
to such jurisdiction's conflicts of laws principles.
13.4 This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be
deemed to be an original.
13.5 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 or of any rights or obligations
hereunder shall be made by any party without the written consent of
the other party. Nothing herein expressed or implied is intended or
shall be construed to confer upon or give any person, firm, or
corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of
this Agreement.
13.6 The Acquired Fund is hereby expressly put on notice of the
limitation of liability as set forth in 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.
13.7 The Acquiring Fund is hereby expressly put on notice of the
limitation of liability as set forth in 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.
13.8 If the transactions contemplated by this Agreement and Plan
of Reorganization have not been completed by , 199 , the
-------------- -
Agreement shall automatically terminate on that date unless a later
date is agreed to in writing by the parties hereto.
IN WITNESS WHEREOF, each of the Acquired Fund, Lehman, the Acquiring
Fund, and Federated 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.
Attest Acquired Fund:
LEHMAN BROTHERS INSTITUTIONAL
FUNDS GROUP TRUST, ON BEHALF OF
ITS PORTFOLIO, GOVERNMENT
OBLIGATIONS MONEY MARKET FUND
By:
Secretary
Name:
Title:
Attest: Lehman:
LEHMAN BROTHERS GLOBAL ASSET
MANAGEMENT INC.
By:
Secretary
Name:
Title:
Attest: Acquiring Fund:
MONEY MARKET OBLIGATIONS TRUST ON
BEHALF OF ITS PORTFOLIO, GOVERNMENT
OBLIGATIONS FUND
By:
Secretary
Federated:
Attest:
FEDERATED MANAGEMENT
By:
Secretary Name:
Title:
I:\b358\rcr\federated\agreement.reo
STATEMENT OF ADDITIONAL INFORMATION
, 1996
-----------
Acquisition of the assets of GOVERNMENT OBLIGATIONS MONEY
MARKET FUND, a portfolio of Lehman Brothers Institutional
Funds Group Trust
53 State Street
Boston, Massachusetts 02109-2873
Telephone No: 1-800-851-3134
By and in exchange for shares of
GOVERNMENT OBLIGATIONS FUND, a portfolio of Money Market
Obligations Trust
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Telephone No. 1-800-245-5000
This Statement of Additional Information dated , 1996 is not
--------------
a prospectus. A Prospectus/Proxy Statement dated , 1996,
----------------
related to the above-referenced matter may be obtained from Money Market
Obligations Trust, on behalf of its portfolio, Government Obligations Fund,
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
5. Statement of Additional Information of Government Obligations Fund, a
portfolio of Money Market Obligations Trust, dated September 30, 1995.
6. Statement of Additional Information of Government Obligations Money
Market Fund, a portfolio of Lehman Brothers Institutional Funds Group
Trust, dated , 1996.
------------------
7. Financial Statements of Government Obligations Fund, a portfolio of
Money Market Obligations Trust, dated July 31, 1996.
8. Financial Statements of Government Obligations Money Market Fund, a
portfolio of Lehman Brothers Institutional Funds Group Trust, dated
January 31, 1996.
9. Unaudited Financial Statements of Government Obligations Money Market
Fund, a portfolio of Lehman Brothers Institutional Funds Group Trust,
dated July 31, 1996.
The Statement of Additional Information of Government Obligations Fund (the
"Portfolio"), a portfolio of Money Market Obligations Trust (the "Trust"),
is incorporated by reference to the Trust's Post-Effective Amendment No.
to its Registration Statement on Form N-1A (File No.
- ----
) which was filed with the Securities and Exchange
- ------------------
Commission on or about , 1996.
------------------
The Statement of Additional Information of Government Obligations Money
Market Fund (the "Fund"), a portfolio of Lehman Brothers Institutional
Funds Group Trust, is incorporated by reference to Lehman Brothers
Institutional Funds Group Trust's Post-Effective Amendment No. to
------
its Registration Statement on Form N-1A (File No. ) which was
---------
filed with the Securities and Exchange Commission on or about
, 1996. A copy may be obtained from the Trust at Federated
- ----------------
Investors Tower, Pittsburgh, Pennsylvania 15222-3779. Telephone Number:
1-800-245-5000.
The audited financial statements of the Portfolio dated July 31, 1996, are
incorporated by reference to the Annual Report to Shareholders of the
Portfolio which was filed with the Securities and Exchange Commission
pursuant to Section 30(b)2 of the Investment Company Act of 1940, as
amended, on or about , 1996.
-----------
The audited financial statements of the Fund dated January 31, 1996, are
incorporated by reference to the Annual Report to Shareholders of the Fund
which was filed with the Securities and Exchange Commission pursuant to
Section 30(b)2 of the Investment Company Act of 1940, as amended, on or
about , 1996.
--------------------
The unaudited financial statements of the Fund dated July 31, 1996, are
incorporated by reference to the Semi-Annual Report to Shareholders of the
Fund which was filed with the Securities and Exchange Commission pursuant
to Section 30(b)2 of the Investment Company Act of 1940, as amended, on or
about , 1996.
---------------------------
Pro forma financial statements have not been prepared because, as of
September 9, 1996, the net asset value of the Fund did not exceed ten
percent of the net asset value of the Registrant's Portfolio.
FIRST DATA INVESTOR LEHMAN BROTHERS INSTITUTIONAL FUNDS
SERVICES GROUP, INC. GROUP TRUST
ONE EXCHANGE PLACE GOVERNMENT OBLIGATIONS MONEY MARKET
53 STATE STREET FUND
BOSTON, MASSACHUSETTS SPECIAL MEETING OF SHAREHOLDERS
02109 , 1996
----------
KNOW ALL PERSONS BY THESE PRESENTS
that the undersigned Shareholder of
GOVERNMENT OBLIGATIONS MONEY MARKET
FUND, a portfolio of Lehman
Brothers Institutional Funds Group
Trust, hereby appoints
or any of them, true and lawful
attorneys, with power of
substitution of each, to vote all
shares of GOVERNMENT OBLIGATIONS
MONEY MARKET FUND, a portfolio of
Lehman Brothers Institutional Funds
Group Trust, which the undersigned
is entitled to vote, at the Special
Meeting of Shareholders to be held
on , 1996, at One
-----------
Exchange Place, 53 State Street,
Boston, Massachusetts 02109, at
.m., and at any
------ --
adjournment thereof.
Discretionary authority is hereby
conferred as to all other manners
as may properly come before the
Special Meeting.
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
choice made on this ballot. IF THIS PROXY IS RETURNED AND NO CHOICE IS
INDICATED AS TO ANY MATTER, THIS PROXY WILL BE VOTED AFFIRMATIVELY ON THE
MATTER PRESENTED.
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND
RETAIN THE TOP PORTION.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS x KEEP
THIS PORTION FOR YOUR RECORDS
GOVERNMENT OBLIGATIONS MONEY MARKET FUNDDETACH AND RETURN
THIS PORTION ONLY
VOTE ON
PROPOSAL
FORAGAINSTABSTAIN
" " " 1. APPROVAL OF A PROPOSED AGREEMENT
AND PLAN OF REORGANIZATION
BETWEEN LEHMAN BROTHERS
INSTITUTIONAL FUNDS GROUP TRUST,
ON BEHALF OF GOVERNMENT
OBLIGATIONS MONEY MARKET FUND
(THE "FUND"), AND MONEY MARKET
OBLIGATIONS TRUST (THE "TRUST"),
ON BEHALF OF ITS PORTFOLIO,
GOVERNMENT OBLIGATIONS FUND (THE
"PORTFOLIO"), WHEREBY THE TRUST
WOULD ACQUIRE ALL OF THE ASSETS
AND KNOWN LIABILITIES OF THE FUND
IN EXCHANGE FOR INSTITUTIONAL
SHARES AND INSTITUTIONAL SERVICE
SHARES OF THE PORTFOLIO TO BE
DISTRIBUTED PRO RATA BY THE FUND
TO HOLDERS OF CLASS A SHARES AND
CLASS B SHARES, RESPECTIVELY, IN
COMPLETE LIQUIDATION OF THE FUND.
" " " 2. ELECTION OF TRUSTEES TO SERVE
UNTIL THE NEXT ANNUAL MEETING OF
SHAREHOLDERS AND UNTIL THEIR
SUCCESSORS HAVE BEEN ELECTED AND
QUALIFIED. VOTE IS MADE FOR THE
ELECTION OF ALL NOMINATED
TRUSTEES LISTED EXCEPT THOSE
WHOSE NAME IS STRIKED OUT: J.F.
DONAHUE, T.G. BIGLEY, J.T.
CONROY, JR., W.J. COPELAND, J.C.
DONAHUE, J.E. DOWD, L.D. ELLIS,
M.D., E.L. FLAHERTY, JR., P.E.
MADDEN, G.F. MEYER, J.E. MURRAY,
JR., W.W. POSVAR, AND M.P. SMUTS.
Please sign EXACTLY your name(s) as it appears 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
shares are owned jointly, all parties should sign.
SIGNATURE SIGNATURE (JOINT OWNERS) DATE
b358\rcr\federated\taxfreeproxy.sta
MONEY MARKET OBLIGATIONS TRUST
FORM N-14
PART C - OTHER INFORMATION
Item 15. Indemnification:
Indemnification is provided to Officers and Trustees of the
Registrant pursuant to Section 4 of Article XI of Registrant's
Declaration of Trust. The Investment Advisory Contract between
the Registrant and Federated Management (the "Adviser") provides
that, in the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the obligations or duties
under the Investment Advisory Contract on the part of the
Adviser, the Adviser shall not be liable to the Registrant or to
any shareholder for any act or omission in the course of or
connected in any way with rendering services or for any losses
that may be sustained in the purchase, holding, or sale of any
security. Registrant's Trustees and Officers are covered by an
Errors and Omissions Policy.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (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 is aware that in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and, therefore, is
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 issues.
Insofar as indemnification for liabilities may be permitted
pursuant to Section 17 of the Investment Company Act of 1940, as
amended, for Trustees, Officers, and 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 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 Copy of 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 Conformed Copy of Amendment No. 8 to Declaration of Trust dated
December 28, 1994 (2)
2. Copy of Bylaws of the Registrant (1)
3. Not Applicable
4. Agreement and Plan of Reorganization is included as Appendix A to the
Combined Proxy Statement and Prospectus of this Registration Statement
*
5. Copy of Specimen Certificate for Shares of Beneficial Interest of the
Registrant (3)
6.1 Copy of Investment Advisory Contract of the Registrant (10)
6.2 Copy of Exhibit G to Investment Advisory Contract (1)
6.3 Conformed Copy of Investment Advisory Contract between Registrant and
Federated Administrative Services dated March 1, 1995 (6)
7.1 Copy of Distributor's Contract of the Registrant (4)
7.2 Copy of Exhibits F, G and H to the Distributor's Contract of the
Registrant (5)
7.3 Copy of Exhibits C and D to Distributor's Contract of the Registrant
(6)
8. Not Applicable
* Filed electronically.
(1) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 16 to its Registration Statement on Form N-1A filed
September 27, 1995. (File Nos. 33-31602 and 811-5950).
(2) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 to its Registration Statement on Form N-1A filed
February 21, 1995. (File Nos. 33-31602 and 811-5950).
(3) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 to its Registration Statement on Form
N-1A filed June 1, 1994. (File Nos. 33-31602 and 811-5950).
(4) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 7 to its Registration Statement on Form
N-1A filed May 6, 1994. (File Nos. 33-31602 and 811-5950).
(5) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 11 to its Registration Statement on Form
N-1A filed November 25, 1994. (File Nos. 33-31602 and 811-5950).
(6) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 to its Registration Statement on Form
N-1A filed May 5, 1995. (File Nos. 33-31602 and 811-5950).
(10) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed October 20, 1989. (File Nos.
33-38550 and 811-7141).
9.1 Conformed Copy of Custodian Agreement of the Registrant (3)
9.2 Conformed Copy of Transfer Agency and Service Agreement of the
Registrant (3)
9.3 Conformed Copy of Fund Accounting Agreement (2)
10.1 Conformed Copy of the Specimen Mutual Funds Sales and Service
Agreement; Mutual Funds Service Agreement; and Plan Trustee/Mutual
Funds Service Agreement (7)
10.2 Copy of Rule 12b-1 Plan dated June 1, 1994 (5)
10.3 Conformed Copy of Rule 18-3 Plan (8)
11. Copy of Opinion and Consent of Counsel as to legality of shares being
registered *
12. Tax Opinion of Howard & Howard Attorneys, P.C. (To be filed by
amendment.)
13. Conformed Copy of Amended and Restated Shareholder Services Agreement
of Registrant*
14.1 Conformed Copy of Consent of Arthur Andersen LLP*
14.2 Conformed Copy of Consent of Ernst & Young LLP*
15. Not Applicable
16. Conformed Copy of Power of Attorney (9)
17.1 Copy of Declaration under Rule 24f-2 *
17.2 Form of Proxy*
* Filed electronically.
(2) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 to its Registration Statement on Form N-1A filed
February 21, 1995. (File Nos. 33-31602 and 811-5950).
(3) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 to its Registration Statement on Form
N-1A filed June 1, 1994. (File Nos. 33-31602 and 811-5950).
(5) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 11 to its Registration Statement on Form
N-1A filed November 25, 1994. (File Nos. 33-31602 and 811-5950).
(7) Response is incorporated by reference to Cash Trust Series II's Post
Effective Amendment No. 6 to its Registration Statement on Form N-1A
filed July 24, 1995. (File Nos. 33-38550 and 811-7141).
(8) Response is incorporated by reference to the World Investment Series,
Inc's. Registration Statement on Form N-1A filed with the Commission
on January 26, 1996. (File Nos. 33-52149 and 811-07141)
(9) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 18 to its Registraton Statement on Form N-1A filed with
the Commission on August 29, 1996. (File Nos. 33-31602 and 811-5950)
Item 17. Undertakings:
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is 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, as amended,
the reoffering prospectus will contain the information called for
by the applicable registration form for the 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 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, as amended, each
post-effective amendment shall be deemed to be a new Registration
Statement for the securities offered therein; and the offering of
the securities at that time shall be deemed to be the initial
bona fide offering of them.
(3) The undersigned Registrant agrees that the opinion of Howard &
Howard Attorneys, P.C. with respect to the federal income tax
consequences of the reorganization will be filed by Post-
Effective Amendment to this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 and Commonwealth of
Pennsylvania, on the 16th day of September, 1996.
MONEY MARKET OBLIGAITONS TRUST
BY: /s/J. Crilley Kelly
J. Crilley Kelly, Assistant Secretary
Attorney in Fact for John F. Donahue
September 16, 1996
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE DATE
By:/s/J. Crilley Kelly
J. Crilley Kelly Attorney In Fact September 16, 1996
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
J. Christopher Donahue* President and Trustee
John W. McGonigle* Treasurer and Executive Vice
President
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* 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
John E. Murray, Jr.* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
FEDERATED SERVICES COMPANY
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
September 13, 1996
The Trustees of
Money Market Obligations Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
Money Market Obligations Trust, a Massachusetts business trust
(`Trust''), proposes to issue shares of beneficial interest representing
interests in a separate portfolio of securities known as Government
Obligations Fund (such shares of beneficial interest being herein referred
to as `Shares'') in connection with the acquisition of the assets of
Government Obligations Money Market Fund, a portfolio of Lehman Brothers
Institutional Funds Group Trust, a Massachusetts business trust, pursuant
to the Agreement and Plan of Reorganization dated as of September 6, 1996
(`Agreement''), filed as an exhibit to the registration statement of the
Trust filed on Form N-14 (Securities Act of 1933 No. to be assigned) under
the Securities Act of 1933 as amended (`N-14 Registration'').
As counsel I 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. I have examined and am familiar with the written Declaration
of Trust dated October 3, 1988 (`Declaration of Trust''), the Bylaws of
the Trust, the Agreement and such other documents and records deemed
relevant. I have also reviewed questions of law and consulted with
counsel thereon as deemed necessary or appropriate for the purposes of this
opinion.
Based upon the foregoing, it is my 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
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.
I 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.
Very truly yours,
FEDERATED SERVICES COMPANY
By:/s/ S. Elliott Cohan
S. Elliott Cohan
Title: Vice President and
Assistant Secretary
Exhibit 14.1
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use in Form N-
14 Registration Statement of Government Obligations Fund (a portfolio of
Money Market Obligations Trust) of our report dated August 20, 1996, on the
financial statements as of July 31, 1996, included in or made a part of
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Pittsburgh, Pennsylvania
September 6, 1996
Exhibit 14.2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Statement of Additional
Information included in the Registration Statement on Form N-14
(No. 33-31602) of our report dated March 8, 1996 on the financial
statements included in the Annual Report to Shareholders of Government
Obligations Money Market Fund, a portfolio of Lehman Brothers Institutional
Funds Group Trust.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Boston, Massachusetts
September 11, 1996
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Money Market Obligations Trust
Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
2. Name of each series or class of funds for which this
notice is filed:
Government Obligations Fund
Prime
Obligations Fund
Treasury
Obligations Fund
Tax-Free
Obligations Fund
Government
Obligations Tax-Managed Fund
Automated Cash Management Trust
3. Investment Company Act File Number:
811-5950
Securities Act File Number:
33-31602
4. Last day of fiscal year for which this notice is filed:
July 31, 1996
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for
purposes of reporting securities sold after the close
of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable:
7. Number and amount of securities of the same class or
series which had been registered under the Securities
Act of 1933 other than pursuant to rule 24f-2 in a
prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
0:$0
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
0:$0
9. Number and aggregate sale price of securities sold
during the fiscal year (includes DRIP shares):
112,892,800,900:$112,892,800,900
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
112,892,800,900:$112,892,800,900
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend
reinvestment plans, if applicable:
12. Calculation of registration fees:
(i) Aggregate sale price of securities sold during the
fiscal
year in reliance on rule 24f-2 (from Item 10):
$112,892,800,9
00
(ii) Aggregate price of shares issued in connection
with
dividend reimbursement plans
(from Item 11, if applicable) +
(iii) Aggregate
price of shares redeemed or repurchased
during the fiscal year (if applicable)-
107,760,429,868
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees
pursuant to rule 24e-2 (if applicable)+
-0-
(v) Net aggregate price of securities sold and issued
during
the fiscal year in reliance on rule 24f-2 [line
(i), plus
line (ii), less line (iii), plus line (iv)] (if
applicable): $5,132,371,032
(vi) Multiplier prescribed by Section 6(b) of the
Securities
Act of 1933 or other applicable law or regulation
(see Instruction C.6): x
1/2900
(vii) Fee due [line
(i) or line (v) multiplied by line (vi)]:
$1,769,783
Instruction: Issuers
should complete lines (ii), (iii), (iv), and (v)
only if the form in being filed within 60 days
after the close of the issuer's fiscal year. See
Instruction C.3.
13. Check box if fees are being remitted to the
Commission's lockbox depository as described in section
3a of the Commission's Rules of Informal and Other
Procedures
(17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
September 16, 1996
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in the capacities and on the
dates indicated.
By (Signature and Title)*
J. Crilley Kelly
Assistant Secretary
Date: September 16, 1996
* Please print the name and title of the signing officer
below the signature.
FEDERATED ADMINISTRATIVE
SERVICES
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
412-288-1900
September 16, 1996
Money Market Obligations Trust
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested my opinion for use in conjunction with a Rule 24f-2
Notice for Money Market Obligations Trust (`Trust'') to be filed in
respect of shares of the Trust (`Shares'') sold for the fiscal year ended
July 31, 1996, pursuant to the Trust's registration statement filed with
the Securities and Exchange Commission (the `SEC'') under the Securities
Act of 1933 (File No.
33-31602 (`Registration Statement'').
In its Registration Statement, the Trust elected to register an
indefinite number of shares pursuant to the provisions of Investment
Company Act Rule 24f-2.
As counsel, I have participated in the preparation and filing of the
Trust's amended Registration Statement under the Securities Act of 1933.
Further, I have examined and am familiar with the provisions of the
Declaration of Trust dated October 3, 1988 , (`Declaration of Trust''),
the Bylaws of the Trust and such other documents and records deemed
relevant. I have also reviewed questions of law and consulted with counsel
thereon as deemed necessary or appropriate by me for the purposes of this
opinion.
On the basis of the foregoing, it is my opinion the Shares sold for
the fiscal year ended July 31, 1996, registration of which the Rule 24f-2
Notice makes definite in number, were legally issued, fully paid and non-
assessable by the Trust.
I hereby consent to the filing of this opinion as an exhibit to the
Rule 24f-2 Notice referred to above, the Registration Statement of the
Trust and to any application or registration statement filed under the
securities laws of any of the States of the United States.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the Commonwealth of Massachusetts, and I am
expressing no opinion as to the effect of the laws of any other
jurisdiction.
Very truly yours,
/s/ J. Crilley Kelly
J. Crilley Kelly
Fund Attorney
Money Market Obligations Trust
Federated Investors
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
September 16, 1996
EDGAR Operations Branch
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, Northwest
Washington, DC 20549
RE: Form 24f-2 for Money Market Obligations Trust
1933 Act File No. 33-31602
1940 Act File No. 811-5950
Dear Sir or Madam:
Pursuant to the provisions of Rule 24f-2 of the Investment Company Act
of 1940, I enclose form 24f-2 for Money Market Obligations Trust. This
filing has been filed electronically via EDGAR.
Since the aggregate sales price of securities sold exceeded the
aggregate redemption proceeds of securities redeemed during the period for
which form 24f-2 is filed, an additional filing fee in the amount of
$1,769,783 pursuant to Rule 24f-2(c) has been FedDirect wire transferred to
the U.S. Treasury Lockbox at Mellon Bank in Pittsburgh.
As required by Rule 24f-2(b), a conformed opinion of counsel has been
electronically filed herewith which indicates whether the securities, the
registration of which this form makes definite in number, were legally
issued, fully paid and non-assessable.
Very truly yours,
/s/ J. Crilley Kelly
J. Crilley Kelly
Assistant Secretary
Enclosures
cc: Charles H. Morin, Esquire
Matthew G. Maloney, Esquire
Linda L. Banas
EXHIBIT 13
AMENDED AND RESTATED
SHAREHOLDER SERVICES AGREEMENT
THIS AGREEMENT, amended and restated as of the first day of September,
1995, (originally made and entered into as of the first day of March,
1994), by and between those investment companies listed on Exhibit 1, as
may be amended from time to time, having their principal office and place
of business at Federated Investors Tower, Pittsburgh, PA 15222-3779 and
who have approved this form of Agreement (individually referred to herein
as a "Fund" and collectively as "Funds") and Federated Shareholder
Services, a Delaware business trust, having its principal office and place
of business at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-
3779 ("FSS").
1. The Funds hereby appoint FSS to render or cause to be rendered personal
services to shareholders of the Funds and/or the maintenance of accounts of
shareholders of the Funds ("Services"). In addition to providing Services
directly to shareholders of the Funds, FSS is hereby appointed the Funds'
agent to select, negotiate and subcontract for the performance of Services.
FSS hereby accepts such appointments. FSS agrees to provide or cause to be
provided Services which, in its best judgment (subject to supervision and
control of the Funds' Boards of Trustees or Directors, as applicable), are
necessary or desirable for shareholders of the Funds. FSS further agrees
to provide the Funds, upon request, a written description of the Services
which FSS is providing hereunder.
2. During the term of this Agreement, each Fund will pay FSS and FSS
agrees to accept as full compensation for its services rendered hereunder a
fee at an annual rate, calculated daily and payable monthly, up to 0.25% of
1% of average net assets of each Fund.
For the payment period in which this Agreement becomes effective or
terminates with respect to any Fund, there shall be an appropriate
Amended and Restated
Shareholder Services Agreement Page 2
proration of the monthly fee on the basis of the number of days that this
Agreement is in effect with respect to such Fund during the month.
3. This Agreement shall continue in effect for one year from the date of
its execution, and thereafter for successive periods of one year only if
the form of this Agreement is approved at least annually by the Board of
each Fund, including a majority of the members of the Board of the Fund who
are not interested persons of the Fund ("Independent Board Members") cast
in person at a meeting called for that purpose.
4. Notwithstanding paragraph 3, this Agreement may be terminated as
follows:
(a) at any time, without the payment of any penalty, by the vote
of a majority of the Independent Board Members of any Fund or by
a vote of a majority of the outstanding voting securities of any
Fund as defined in the Investment Company Act of 1940 on sixty
(60) days' written notice to the parties to this Agreement;
(b) automatically in the event of the Agreement's assignment as
defined in the Investment Company Act of 1940; and
(c) by any party to the Agreement without cause by giving the
other party at least sixty (60) days' written notice of its
intention to terminate.
5. FSS agrees to obtain any taxpayer identification number certification
from each shareholder of the Funds to which it provides Services that is
required under Section 3406 of the Internal Revenue Code, and any
applicable Treasury regulations, and to provide each Fund or its designee
with timely written notice of any failure to obtain such taxpayer
identification number certification in order to enable the implementation
of any required backup withholding.
6. FSS shall not be liable for any error of judgment or mistake of law or
for any loss suffered by any Fund in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance,
Amended and Restated
Shareholder Services Agreement Page 3
bad faith or gross negligence on its part in the performance of its duties
or from reckless disregard by it of its obligations and duties under this
Agreement. FSS shall be entitled to rely on and may act upon advice of
counsel (who may be counsel for such Fund) on all matters, and shall be
without liability for any action reasonably taken or omitted pursuant to
such advice. Any person, even though also an officer, trustee, partner,
employee or agent of FSS, who may be or become a member of such Fund's
Board, officer, employee or agent of any Fund, shall be deemed, when
rendering services to such Fund or acting on any business of such Fund
(other than services or business in connection with the duties of FSS
hereunder) to be rendering such services to or acting solely for such Fund
and not as an officer, trustee, partner, employee or agent or one under the
control or direction of FSS even though paid by FSS.
This Section 6 shall survive termination of this Agreement.
7. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which an enforcement of the change, waiver, discharge or
termination is sought.
8. FSS is expressly put on notice of the limitation of liability as set
forth in the Declaration of Trust of each Fund that is a Massachusetts
business trust and agrees that the obligations assumed by each such Fund
pursuant to this Agreement shall be limited in any case to such Fund and
its assets and that FSS shall not seek satisfaction of any such obligations
from the shareholders of such Fund, the Trustees, Officers, Employees or
Agents of such Fund, or any of them.
9. The execution and delivery of this Agreement have been authorized by
the Trustees of FSS and signed by an authorized officer of FSS, acting as
such, and neither such authorization by such Trustees nor such execution
and delivery by such officer shall be deemed to have been made by any of
them individually or to impose any liability on any of them personally, and
Amended and Restated
Shareholder Services Agreement Page 4
the obligations of this Agreement are not binding upon any of the Trustees
or shareholders of FSS, but bind only the trust property of FSS as provided
in the Declaration of Trust of FSS.
10.Notices of any kind to be given hereunder shall be in writing
(including facsimile communication) and shall be duly given if delivered to
any Fund and to such Fund at the following address: Federated Investors
Tower, Pittsburgh, PA 15222-3779, Attention: President and if delivered
to FSS at Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention:
President.
11.This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written. If any provision of this Agreement shall
be held or made invalid by a court or regulatory agency decision, statute,
rule or otherwise, the remainder of this Agreement shall not be affected
thereby. Subject to the provisions of Sections 3 and 4, hereof, this
Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and shall be governed by
Pennsylvania law; provided, however, that nothing herein shall be construed
in a manner inconsistent with the Investment Company Act of 1940 or any
rule or regulation promulgated by the Securities and Exchange Commission
thereunder.
12.This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the
same instrument.
13.This Agreement shall not be assigned by any party without the prior
written consent of FSS in the case of assignment by any Fund, or of the
Funds in the case of assignment by FSS, except that any party may assign to
a successor all of or a substantial portion of its business to a party
controlling, controlled by, or under common control with such party.
Amended and Restated
Shareholder Services Agreement Page 5
Nothing in this Section 14 shall prevent FSS from delegating its
responsibilities to another entity to the extent provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first
above written.
Investment Companies (listedon Exhibit 1)
By: /s/ John F. Donahue
John F. Donahue
Chairman
Attest: /s/ John W. McGonigle
John W. McGonigle
Secretary
Federated Shareholder Services
By: /s/ John F. Donahue
President
Attest: /s/ Joseph M. Huber
Secretary
Amended and Restated
