1933 Act File No. 333-12079
1940 Act File No. 811-5950
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MONEY MARKET OBLIGATIONS TRUST
(Exact Name of Registrant as Specified in Charter)
Pre-Effective Amendment No.
-- -
X Post-Effective Amendment No. 1
(412) 288-1900
(Area Code and Telephone Number)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
JOHN W. MCGONIGLE, ESQUIRE
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Copy to:
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037
It is proposed that this filing will become effective on
December 11, 1996 pursuant to Rule 485(b).
An indefinite amount of the Registrant's securities has been
registered under the Securities Act of 1933 pursuant to Rule 24f-2 under
The Investment Company Act of 1940. In reliance upon such Rule, no filing
fee is being paid at this time. A Rule 24f-2 notice for the Registrant for
the fiscal year ended July 31, 1996, was filed on September 16, 1996.
CROSS REFERENCE SHEET
Item of Part A Location 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 A Location in
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.
Incorporate by reference pursuant to Rule 411 under the Securities Act of
1933, Parts A and B of Registrant's Initial Registration Statement filed on
Form N-14 on September 16, 1996, in their entirety (File Nos. 33-31602 and
811-5950).
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
(12)
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)
* 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).
(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.
33-31602 and 811-5950).
(12)Response is incorporated by reference to Registrant's Definitive
Registration Statement on Form N-14 filed October 24, 1996. (File Nos.
333-12079 and 811-5950).
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
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)
* 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).
(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).
(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 811-6269).
(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)
11. Copy of Opinion and Consent of Counsel as to legality of shares being
registered (11)
12. Tax Opinion of Howard & Howard Attorneys, P.C. *
13. Conformed Copy of Amended and Restated Shareholder Services Agreement
of Registrant (11)
14.1 Conformed Copy of Consent of Arthur Andersen LLP (11)
14.2 Conformed Copy of Consent of Ernst & Young LLP (11)
15. Not Applicable
16. Conformed Copy of Power of Attorney (9)
17.1 Copy of Declaration under Rule 24f-2 (11)
17.2 Form of Proxy (12)
* Filed electronically.
(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)
(11)Response is incorporated by reference to Registrant's Registration
Statement on Form N-14 filed September 16, 1996. (File Nos.
33-31602 and 811-5950).
(12)Response is incorporated by reference to Registrant's Definitive
Registration Statement on Form N-14 filed October 24, 1996. (File Nos.
333-12079 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, MONEY MARKET OBLIGATIONS TRUST, certifies that it meets all
of the requirements for effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1993 and has
duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 11th day of December,
1996.
MONEY MARKET OBLIGATIONS TRUST
BY: /s/J. Crilley Kelly
J. Crilley Kelly, Assistant Secretary
Attorney in Fact for John F. Donahue
December 11, 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 December 11, 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
Exhibit 12
HOWARD & HOWARD ATTORNEYS
Established 1869
The Pinehurst Office Center
Suite 101
1400 North Woodward Avenue
Bloomfield Hills, MI 48304-2856
Telephone (810) 645-1483
Fax (810) 645-1568
November 15, 1996
Money Market Obligations Trust
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Lehman Brothers Institutional Funds Group Trust
One Exchange Place
53 State Street
Boston, Massachusetts 02109-2873
Gentlemen:
We have acted as special tax counsel in connection with, and you have
requested our opinion concerning the federal income tax consequences of, a
transaction in which all of the assets and known liabilities of Government
Obligations Money Market Fund (the "Acquired Fund"), a portfolio of Lehman
Brothers Institutional Funds Group Trust, will be transferred to by Money
Market Obligations Trust, on behalf of its portfolio, Government
Obligations Fund (the "Acquiring Fund"), in exchange for voting shares of
beneficial interest of the Acquiring Fund. The terms and conditions of
this transaction are set forth in an Agreement and Plan of Reorganization
dated September 6, 1996, among the Acquired Fund, Lehman Brothers Global
Asset Management Inc., the Acquiring Fund and Federated Management (the
"Reorganization Agreement"). This opinion is rendered to you pursuant to
paragraph 8.6 of the Reorganization Agreement, and all capitalized terms
used herein have the meanings assigned to them in the Reorganization
Agreement.
The Acquiring Fund and the Acquired Fund are organized as portfolios
of Massachusetts business trusts. Both the Acquired Fund and the Acquiring
Fund are open-end management investment companies which qualify as
regulated investment companies under Subchapter M of the Internal Revenue
Code of 1986, as amended (the "Code"). Both the Acquiring Fund and the
Acquired Fund are engaged in the business of investing in a professionally
managed portfolio of money market instruments.
On the Closing Date under the Reorganization Agreement, the Acquired
Fund will transfer its assets and known liabilities to the Acquiring Fund.
In exchange, the Acquiring Fund will transfer to the Acquired Fund shares
of beneficial interest in the Acquiring Fund in an amount approximately
equal to the net asset value of the assets transferred by the Acquired Fund
to the Acquiring Fund. The Acquired Fund will thereupon liquidate and
distribute its Acquiring Fund shares pro rata to its shareholders.
We have reviewed and relied upon the representations contained in the
Reorganization Agreement and in such other documents and instruments as we
have deemed necessary for the purposes of this opinion, and have reviewed
the applicable provisions of the Code, current regulations and
administrative rules thereunder and pertinent case law.
Based upon the foregoing, we are of the opinion that, for Federal
income tax purposes:
(a) The transfer of the Acquired Fund assets and known liabilities to
the Acquiring Fund 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 and known liabilities 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 and known liabilities 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).
We hereby consent to the filing of a copy of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration
Statement on Form N-14 filed by the Acquiring Fund in connection with the
Reorganization, and to the references to this firm and this opinion in the
Prospectus/Proxy Statement which is contained in such Registration
Statement.
Very truly yours,
HOWARD & HOWARD ATTORNEYS, P.C.
/s/ Robert C. Rosselot
Robert C. Rosselot
RCR/lat
