SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
Money Market Obligations Trust.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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MONEY MARKET OBLIGATIONS TRUST
Automated Cash Management Trust
IMPORTANT INFORMATION
FOR FEDERATED SHAREHOLDERS
Dear Fellow Shareholder:
Automated Cash Management Trust will hold a special meeting of shareholders on
April 23, 1998. It is important for you to vote on the issues described in this
Proxy Statement. We recommend that you read the Proxy in its entirety; the
explanations it includes will help you decide upon the issues.
Your participation in this process is important! Be sure to complete and return
your proxy card promptly.
Why am I being asked to vote?
Mutual funds are required to obtain shareholders' votes for certain types of
changes, like those included in this Proxy. You have a right to vote on these
changes.
What issues am I being asked to vote on?
The proposals include the election of Trustees and changes to the Trust's
fundamental investment policies.
Why are individuals recommended for election to the Board of Trustees?
The Trust is devoted to serving the needs of its shareholders, and the Board is
responsible for managing the Trust's business affairs to meet those needs. The
Board represents the shareholders of the Trust and can exercise all of the
Trust's powers, except those reserved only for shareholders.
Trustees are selected on the basis of their education and professional
experience. As candidates for election, individuals are chosen who have a
distinct interest in, and capacity for understanding the complexities of, the
operation of a mutual fund. These individuals bring considerable experience to
the impartial oversight of a fund's operation, with the best interest of the
Trust's shareholders in mind.
The Proxy includes a brief description of each nominee's background and current
position with the fund.
Why are the Trust's "fundamental policies" being changed or removed?
Every mutual fund has certain investment policies that can be changed only with
the approval of its shareholders. These are referred to as "fundamental"
investment policies.
In the past, these policies were adopted to reflect regulatory, business, or
industry conditions that no longer exist or no longer are necessary.
By reducing the number of "fundamental policies," the Trust may be able to
minimize the costs and delays associated with frequent shareholder meetings.
Also, the investment adviser's ability to manage the Trust's assets can be
enhanced and investment opportunities increased.
The proposed amendments will:
i. simplify and modernize the policies that are required to be "fundamental"
by the Investment Company Act of 1940;
ii.reclassify fundamental policies no longer required by the 1940 Act as
operating policies, which do not require a vote of shareholders to change;
and
iii. remove any fundamental policies that are no longer required by the
securities laws of individual states.
Federated is a conservative money manager. Our highly trained professionals are
dedicated to making investment decisions in the best interest of the Trust and
its shareholders.
Why are some "fundamental policies" being changed to "operating" policies?
Operating policies do not require shareholder approval to be changed. This
permits the Trust's Board additional flexibility in determining whether to
participate in new investment opportunities and to meet industry changes
promptly.
How do I vote my shares?
You may vote in person at the special meeting of shareholders or, if you are
unable to attend, simply vote, sign, and return the enclosed Proxy Card. It is
important that your vote be received by DATE.
Whom do I call if I have questions about the Proxy Statement?
Call your Fund Representative or a Federated Client Service Representative.
The toll-free number is 1-800-341-7400.
After careful consideration, the Board of
Trustees has unanimously approved these
proposals. The Board recommends that you
read the enclosed materials
carefully and vote FOR all proposals.
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
Automated Cash Management Trust hereby appoint Anthony R. Bosch, Patricia F.
Conner, Marie M. Hamm, Carol B. Kayworth, and Elisabeth A. Miller, or any one of
them, true and lawful attorneys, with the power of substitution of each, to vote
all shares of Automated Cash Management Trust which the undersigned is entitled
to vote at the Special Meeting of Shareholders to be held on April 30, 1998, at
Federated Investors Tower, Pittsburgh, Pennsylvania, at 2:00 p.m., and at any
adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Special Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF MONEY MARKET
TRUST. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" THE PROPOSALS.
Proposal 1 To elect Thomas G. Bigley, John T. Conroy, Jr., Peter E. Madden, and
John E. Murray, Jr., as Trustees of the Trust
FOR [ ]
AGAINST [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
FOR ALL EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a
particular nominee, mark the "For All Except" box and
strike a line through the nominee(s') name. Your shares
will be voted for the remaining nominees.
Proposal 2 To approve or disapprove an amendment in the Fund's fundamental
investment policy on diversification of its investments
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
Proposal 3 To approve or disapprove changing from fundamental to an
operating policy the Fund's policy on investing in securities to exercise
control of an issuer
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
Proposal 4 To approve or disapprove changing from fundamental to an
operating policy and to amend the Fund's policy regarding the maturity of money
market securities in which it will invest
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
Proposal 5 To approve or disapprove changing from fundamental to an operating
policy the Fund's ability to invest in restricted securities
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
Proposal 6 To approve or disapprove removing the Fund's fundamental investment
policy on investing in oil, gas, and minerals
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
Proposal 7 To approve or disapprove removing the Fund's fundamental investment
policy on investing in new issuers
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
Proposal 8 To approve or disapprove removing the Fund's fundamental investment
policy on investing in issuers whose securities are owned by Officers
and Trustees
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
Proposal 9 To approve or disapprove removing the Fund's fundamental investment
policy on investing in options
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT
Please complete, sign and return _____________________
this card as soon as possible. Date
Mark with an X in the box. _____________________
Signature
------------------------
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Trust.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
PRELIMINARY PROXY STATEMENT
MONEY MARKET OBLIGATIONS TRUST
Automated Cash Management Trust
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1998
A special meeting of the shareholders of Automated Cash Management Trust
(the "Fund"), a portfolio of Money Market Obligations Trust (the "Trust") will
be held at Federated Investors Tower, 19th Floor, 1001 Liberty Avenue,
Pittsburgh, Pennsylvania 15222-3779, at 2:00 p.m. (Eastern time), on April 23,
1998, for the following purposes:
(1) To elect four Trustees.
(2) To make changes to the Fund's fundamental investment policies:
(a) To amend the Fund's fundamental investment policy on
diversification of its investments;
(b) To change from a fundamental to an operating policy the
Fund's ability to invest in securities to exercise control of
an issuer;
(c) To change from a fundamental to an operating policy the
maturity limit of the money market securities in which the
Fund will invest;
(d) To remove the Fund's fundamental investment policy on
investing in oil, gas, and minerals;
(e) To remove the Fund's fundamental investment policy on
investing in new issuers;
(f) To remove the Fund's fundamental investment policy on
investing in issuers whose securities are owned by Officers
and Trustees;
(g) To remove the Fund's fundamental investment policy on
investing in options; and
(h) To remove the Fund's fundamental investment policy
regarding investment in restricted securities.
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Trustees has fixed February 24, 1998, as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Trustees
John W. McGonigle
Secretary
March 9, 1998
SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY TO AVOID ADDITIONAL EXPENSE.
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE
ENCLOSED PROXY. IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY SO THAT THE NECESSARY
QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING. THE ENCLOSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
i
TABLE OF CONTENTS
About the Proxy Solicitation and the Special Meeting............................
Election of Four
Trustees........................................................................
Approval or Disapproval of Changes to the Fund's Fundamental Investment Policies
Information About the
Trust...........................................................................
Proxies, Quorum and Voting at the Special Meeting.........................
About the Election of
Trustees........................................................................
Trustees Standing for
Election........................................................................
Previously Elected
Trustees........................................................................
Share Ownership of the
Fund............................................................................
Trustee
Compensation....................................................................
Officers of the
Trust...........................................................................
Other Matters and Discretion of Attorneys Named in the Proxy....................
<PAGE>
15
MONEY MARKET OBLIGATIONS TRUST
Automated Cash Management Trust
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
About the Proxy Solicitation and the Special Meeting
The enclosed proxy is solicited on behalf of the Board of Trustees of the Trust
(the "Board" or "Trustees"). The proxies will be voted at the special meeting of
shareholders of the Fund to be held on April 23, 1998, at Federated Investors
Tower, 19th Floor, 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3779, at
2:00 p.m. (such special meeting and any adjournment or postponement thereof are
referred to as the "Special Meeting").
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by the Trust In addition to solicitations through the
mails, proxies may be solicited by officers, employees, and agents of the Trust
or, if necessary, a communications firm retained for this purpose. Such
solicitations may be by telephone, telegraph, or otherwise. Any telephonic
solicitations will follow procedures designed to ensure accuracy and prevent
fraud, including requiring identifying shareholder information, recording the
shareholder's instructions, and confirming to the shareholder after the fact.
Shareholders who communicate proxies by telephone or by other electronic means
have the same power and authority to issue, revoke, or otherwise change their
voting instruction as currently exists for instructions communicated in written
form. The Trust 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.
At its meeting on November 20, 1997, the Board reviewed both the Declaration of
Trust and the investment policies of the Fund and approved changes to them,
subject to shareholder approval. The purposes of the Special Meeting are set
forth in the accompanying Notice. The Trustees know of no business other than
that mentioned in the Notice that will be presented for consideration at the
Special Meeting. Should other business properly be brought before the Special
Meeting, proxies will be voted in accordance with the best judgment of the
persons named as proxies. This proxy statement and the enclosed proxy card are
expected to be mailed on or about March 9, 1998, to shareholders of record at
the close of business on February 24, 1998 (the "Record Date"). On the Record
Date, the Fund had outstanding _________shares of beneficial interest.
The Fund's annual prospectus, which includes audited financial statements
for the fiscal year ended July 31, 1997, was previously mailed to shareholders.
Requests for a semi-annual report which contains unaudited financial statements
for the period ended January 31, 1998, may be made in writing to the Trust's
principal executive offices located at Federated Investors Funds, 5800 Corporate
Drive, Pittsburgh, Pennsylvania 15237-7000 or by calling toll-free
1-800-341-7400 after March 31, 1998.
ELECTION OF FOUR TRUSTEES
The persons named as proxies intend to vote in favor of the election of
Thomas G. Bigley, John T. Conroy, Jr., Peter E. Madden, and John E. Murray, Jr.
as Trustees of the Trust. All of the nominees are presently serving as Trustees.
Please see "Information about the Trust" for current biographical information
about Messrs. Bigley, Conroy, Madden, and Murray.
Messrs. Conroy and Madden were appointed Trustees on August 21, 1991, to
fill vacancies created by the resignation of Mr. Joseph Maloney and the decision
to expand the size of the Board. Messrs. Bigley and Murray were appointed
Trustees on November 15, 1994 and February 14, 1995, respectively, also to fill
vacancies resulting from the decision to expand the size of the Board.
All Nominees have consented to continue to serve if elected. If elected,
the Trustees will hold office without limit in time until death, resignation,
retirement, or removal or until the next meeting of shareholders to elect
Trustees and the election and qualification of their successors. Election of a
Trustee requires the affirmative vote of a plurality of the votes cast at the
Special Meeting. A "plurality" is defined as more votes cast for than against
each Nominee.
If any nominee for election as a Trustee named above shall by reason of
death or for any other reason become unavailable as a candidate at the Special
Meeting, votes pursuant to the enclosed proxy will be cast for a substitute
candidate by the proxies named on the proxy card, or their substitutes, present
and acting at the Special Meeting. Any such substitute candidate for election as
an interested Trustee shall be nominated by the Executive Committee. The
selection of any substitute candidate for election as a Trustee who is not an
interested person shall be made by a majority of the Trustees who are not
interested persons of the Trust. The Board has no reason to believe that any
nominee will become unavailable for election as a Trustee.
APPROVAL OR DISAPPROVAL OF CHANGES TO THE FUND'S
FUNDAMENTAL INVESTMENT POLICIES
The Investment Company Act of 1940 (the "1940 Act") requires investment
companies such as the Trust to adopt certain specific investment policies that
can be changed only by shareholder vote. An investment company may also elect to
designate other policies that may be changed only by shareholder vote. Both
types of policies are often referred to as "fundamental policies." Certain of
the Fund's fundamental policies have been adopted in the past to reflect
regulatory, business or industry conditions that are no longer in effect.
Accordingly, the Trustees have approved, and have authorized the submission to
the Fund's shareholders for their approval, the removal, amendment, and/or
reclassification of certain of the Fund's fundamental policies.
The proposed amendments would:
(i) simplify and modernize the policies that are required to be
fundamental by the 1940 Act;
(ii) reclassify as operating policies those fundamental policies that are
not required to be fundamental by the 1940 Act; and
(iii) remove those fundamental policies which are no longer required by
the securities laws of individual states as a result of the National
Securities Markets Improvement Act ("NSMIA"), dated October 11,
1996.
By reducing to a minimum those policies that can be changed only by
shareholder vote, the Trustees believe that the Trust would be able to minimize
the costs and delay associated with holding frequent shareholder meetings. The
Trustees also believe that the investment adviser's ability to manage the Fund's
assets in a changing investment environment will be enhanced and that investment
management opportunities will be increased by these changes.
TO AMEND THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON
DIVERSIFICATION OF ITS INVESTMENTS
The Fund's current fundamental investment policy on diversification of its
investments is as follows:
"The Fund will not purchase securities issued by any one issuer having a
value of more than 5% of its total assets except cash or cash items, repurchase
agreements, and U.S. government obligations."
When the current policy was adopted, the Fund was subject to the
laws of certain states which required this specific policy on investments
despite the fact that the 1940 Act had a less restrictive standard. Since the
enactment of NSMIA, the states no longer have jurisdiction over theFund's
diversification policy.
In 1996, the Comission amended Rule 2a-7, under the 1940 Act, which
governs the operations of money market funds. The amendments established
specific diversification requirements for money market funds which are more
restrictive than, and supersede, the Fund's current policies. Since the Fund is
a money market fund which relies on amortized cost valuation of its portfolio
securities to attempt to maintain a $1.00 net asset value, it has complied with
the Rule 2a-7 diversification requirements since their adoption and intends to
continue to comply with them. Therefore, the Trustees propose to remove the
Fund's current diversification policies because they are obsolete in light of
the requirements of Rule 2a-7 and follow the investment policy that the Fund
will comply with Rule 2a-7.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
TO CHANGE FROM A FUNDAMENTAL TO AN OPERATING POLICY THE FUND'S ABILITY TO
INVEST IN SECURITIES TO EXERCISE CONTROL OF AN ISSUER
The Fund's current policy prohibits the acquisition of the securities of
any issuer, including other investment companies, for the purpose of exercising
control or management. The policy reads as follows:
"The Fund will not acquire the voting securities of any issuers. It will
not invest in securities issued by any other investment company, except as
part of a merger, consolidation, or other acquisition. It will not invest
in securities of a company for the purpose of exercising control or
management."
"Control" is defined as owning 25% or more of the voting securities of an
issuer. A controlling ownership is likely to have an effect on the outcome of
any shareholder voting on changes related to the operation of the issuing
company.
When the Fund adopted this investment policy, it was required to be
fundamental by certain state securities regulators. Since NSMIA, those
requirements no longer apply. By making the policy a non-fundamental operating
policy, the Trustees will have maximum flexibility to make changes in the policy
to benefit the Fund and its shareholders without the expense and delay of
holding a shareholder meeting.
If approved by shareholders, it is the intention of the Board to revise
the language of the proposed operating policy to eliminate the sentence
prohibiting investment in the securities of other investment companies. This
prohibition has no relationship to the Fund's policy on investing for control,
either in its fundamental form or in the form of the proposed operating policy.
When revised, the policy would continue to prohibit the Fund from investing in
an issuer for the purpose of exercising control. The Fund does not currently
anticipate that it would employ investment techniques the objective of which
will be to exercise control of the management of a company.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
TO AMEND AND TO CHANGE FROM A FUNDAMENTAL TO AN OPERATING POLICY THE MATURITY
LIMIT OF THE MONEY MARKET SECURITIES
IN WHICH THE FUND WILL INVEST
The investment objective of the Fund is stability of principal and current
income consistent with stability of principal. One of the Fund's current
investment policies to which it adheres when pursuing its objective is that it
may not invest in a security having a remaining maturity of more than thirteen
months. This policy was adopted to comply with maximum maturity period
provisions of Rule 2a-7 under the 1940 Act, as amended ("Rule 2a-7"). Rule 2a-7
governs the operations of money market funds. The purpose of Rule 2a-7 is to
limit the Fund's exposure to interest rate and credit risks associated with long
maturity periods. Money market funds that use amortized cost pricing, to attempt
to maintain a $1.00 net asset value, such as the Fund, must comply with Rule
2a-7.
Amendments to Rule 2a-7, which became effective June 30, 1991, extended the
maximum maturity period for any portfolio security from one year (365 days) to
thirteen months (397 days). The Securities and Exchange Commission (the
"Commission") adopted the change in order to accommodate money market mutual
funds, such as the Fund, that purchase annual tender bonds, and securities on a
when-issued or delayed delivery basis. These securities often are not delivered
for a period of up to one month after the Fund has made a commitment to purchase
them. Since the Fund must "book" a security on the day it agrees to purchase it,
the maturity period begins on that day.
The Board is recommending to shareholders a change in the Fund's investment
policy to mirror the amendments to Rule 2a-7. The proposed investment policy
extends the maximum maturity period of any portfolio security from one year (365
days) to thirteen months (397 days) which the Trustees believe will benefit the
Fund and is in the best interests of shareholders. In approving the proposed
change, the Trustees evaluated (1) compliance with Rule 2a-7, as amended; (2)
the positive effect on the Fund's ability to enter into when-issued and delayed
delivery transactions and to purchase annual tender bonds; and (3) the benefits
of enhancing the Fund's yield versus the potential of increasing the Fund's
exposure to both credit risk and interest rate risk. This change will in no way
affect the Fund's investment policy with respect to the portfolio's average
maturity which, on a dollar-weighted basis, is ninety (90) days or less.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
REMOVAL OF CERTAIN OF THE FUND'S
FUNDAMENTAL INVESTMENT POLICIES
The Board has determined that certain of the current fundamental
investment policies are unnecessary and should be removed. Until NSMIA, the
securities laws of several states had prohibited an investment company whose
shares would be sold in those states from investing in certain securities. As a
consequence of those restrictions, the Fund adopted the investment policies
described below which can be changed only upon the approval of shareholders.
Since these prohibitions are no longer required under state law, the management
of the Fund has recommended, and the Board has determined, that these policies
should be removed. The removal of these policies would provide greater
flexibility in the management of the Fund by permitting the Fund to purchase a
broader range of securities which are permitted investments and which are
consistent with its investment objective and policies.
TO REMOVE THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON
INVESTING IN OIL, GAS, AND MINERALS
The Trustees are recommending that the Fund's current investment policy
respecting investment in oil, gas, and minerals be revised by deleting the
following:
"The Fund will not invest in commodities, commodity contracts, oil, gas,
or other mineral programs or real estate, except that it may purchase money
market instruments issued by companies which invest in or sponsor interests
therein."
and replacing it with the following:
The Fund will not invest in commodities, commodity contracts or commodity
futures contracts."
and
"The Fund will not purchase or sell real estate although it may invest in
securities of issuers whose business involves the purchase or sale of real
estate or in securities which are secured by real estate or interests in
real estate."
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
TO REMOVE THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON INVESTING IN NEW ISSUERS
(UNSEASONED ISSUERS)
The Trustees have determined that the Fund's current policy on investment
in new issuers is unnecessary. New issuers are those issuers that are considered
"unseasoned" because they have been in operation for less than three years.
Therefore, the Trustees are recommending that the following policy be deleted:
"The Fund will not invest more than 5% of the value of its total assets in
money market instruments of unseasoned issuers, including their predecessors,
which have been in operation for less than three years."
If approved, the Fund will be able to invest in unseasoned companies
without limit.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
TO REMOVE THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON INVESTING IN
ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES
The Trustees have determined that the Fund's current policy on investment
in issuers whose securities are owned by Officers and Trustees of the Trust is
unnecessary and are recommending that it be removed by deleting the following:
"The Fund will not purchase or retain securities of any issuer if the
Officers and Trustees of the Trust or its investment adviser owning individually
more than 1/2 of 1% of the issuer's securities together beneficially own more
than 5% of the issuer's securities."
If approved, the Fund will be able to invest in issuers without regard to
whether any of the Officers or Trustees of the Trust or its adviser own any
securities of those issuers. However, because of the types of securities
purchased by the Fund, it is highly unlikely that the Fund will purchase
securities of any issuers whose securities are owned in material amounts by
Officers or Trustees of the Trust or its adviser.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
TO REMOVE THE FUND'S FUNDAMENTAL INVESTMENT POLICY ON
INVESTING IN OPTIONS
The Trustees have determined that the Fund's current policy on investment
in options is unnecessary are recommending that it be removed by deleting the
following:
Therefore, the Trustees are recommending that the Fund's current
investment policy be removed by deleting the following:
"The Fund will not invest in puts, calls, straddles, spreads, and any
combination thereof."
Because the Fund is a money market fund, it has no intention of investing
in these instruments.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
TO REMOVE THE FUND'S FUNDAMENTAL INVESTMENT POLICY REGARDING INVESTMENT IN
RESTRICTED SECURITIES
The Fund's current policy on restricted securities reads as follows:
"The Fund will not invest in securities subject to restrictions on resale
under the federal securities laws except that the Fund may invest up to 10% of
its net assets in high quality securities subject to such restrictions. This
limitation is not applicable to commercial paper issued under Section 4(2) of
the Securities Act of 1933."
This policy was adopted because historically, restricted securities were
viewed as illiquid since they could not be sold within seven days. Investment
companies, such as the Fund, are required to meet a shareholder's redemption
request at the current net asset value within seven days of receiving the
request for redemption. In order to do this, some portion of the securities in
the Fund's portfolio must be "liquid" so that the securities can be sold in
sufficient time to obtain the necessary cash to meet redemption requests. It is
important to note that many restricted securities are, in fact, quite liquid,
and can be purchased without jeopardizing the liquidity of the Fund's portfolio.
Certain state securities regulators previously required mutual funds to
have a fundamental policy limiting investment in restricted securities. Since
the enactment of NSMIA, states no longer have such jurisdiction. Futhermore,
rules adopted by the Securities and Exchange Commission have substantially
increased the number of restricted securities that can now be considered liquid
and, in addition, have given to the Trustees the ability to determine, under
specific guidelines, that a security is liquid. The Trustees may delegate this
duty to the investment adviser provided the Adviser's determination of liquidity
is made in accordance with the guidelines established and monitored by the
Trustees.
The Fund's current policy prevents the Fund from acquiring a restricted
security that may be viewed by the adviser as liquid, other than Section 4(2)
commercial paper. If this proposal is approved, the Fund will be able to invest
to an unlimited extent in restricted securities as long as they meet the
Trustees' guidelines for liquidity and the Fund's operating policy on restricted
securities would read substantially as follows:
"The Fund may invest in restricted securities. Restricted securities are
any securities in which the Fund may invest pursuant to its investment
objective and policies but which are subject to restrictions on resale
under federal securities law. Under criteria established by the Trustees
certain restricted securities are determined to be liquid. To the extent
that restricted securities are not determined to be liquid the Fund will
limit their purchase, together with other illiquid securities, to 10% of
its net assets."
If a restricted security is determined not to be liquid, the purchase of
that security, together with other illiquid securities, may not exceed 10% of
the Fund's net assets in accordance with the Fund's current policy on investing
in illiquid securities.
If shareholders do not approve the removal of the policy on restricted
securities, the Fund will continue to invest no more than 10% of the value of
its total assets in restricted securities of any kind, except Section 4(2)
commercial paper.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
INFORMATION ABOUT THE TRUST
Proxies, Quorum and Voting at the Special Meeting
The favorable vote of: (a) the holders of 67% or more of the outstanding
voting securities present at the meeting, if the holders of 50% or more of the
outstanding voting securities of the Trust are present or represented by proxy;
or (b) the vote of the holders of more than 50% of the outstanding voting
securities, whichever is less, is required to approve all of the proposals
except the election of Trustees.
Only shareholders of record on the Record Date will be entitled to vote at
the Special Meeting. Each share of the Fund is entitled to one vote. Fractional
shares are entitled to proportionate shares of one vote.
Any person giving a proxy has the power to revoke it any time prior to its
exercise by executing a superseding proxy or by submitting a written notice of
revocation to the Secretary of the Trust. In addition, although mere attendance
at the Special Meeting will not revoke a proxy, a shareholder present at the
Special Meeting may withdraw his or her proxy and vote in person. All properly
executed and unrevoked proxies received in time for the Special Meeting will be
voted in accordance with the instructions contained in the proxies. If no
instruction is given on the proxy, the persons named as proxies will vote the
shares represented thereby in favor of the matters set forth in the attached
Notice.
In order to hold the Special Meeting, a "quorum" of shareholders must be
present. Holders of one-fourth of the total number of outstanding shares of the
Trust entitled to vote at the Special Meeting, i.e., the Fund, present in person
or by proxy, shall be required to constitute a quorum for the purpose of voting
on the proposals made.
For purposes of determining a quorum for transacting business at the
Special Meeting, abstentions and broker "non-votes" (that is, proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other persons entitled to vote shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but which have
not been voted. For this reason, abstentions and broker non-votes will have the
effect of a "no" vote for purposes of obtaining the requisite approval of the
proposals.
If a quorum is not present, the persons named as proxies may vote those
proxies which have been received to adjourn the Special Meeting to a later date.
In the event that a quorum is present but sufficient votes in favor of one or
more of the proposals have not been received, the persons named as proxies may
propose one or more adjournments of the Special Meeting to permit further
solicitations of proxies with respect to such proposal(s). All such adjournments
will require the affirmative vote of a majority of the shares present in person
or by proxy. at the session of the Special Meeting to be adjourned. The persons
named as proxies will vote those proxies which they are entitled to vote FOR the
proposal in favor of such an adjournment and will vote those proxies required to
be voted AGAINST the proposal against any adjournment.. A shareholder vote may
be taken on the proposals in this proxy statement prior to any such adjournment
if sufficient votes have been received for approval.
About the Election of Trustees
When elected, the Trustees will hold office during the lifetime of the
Trust except that: (a) any Trustee may resign; (b) any Trustee may be removed by
written instrument signed by at least two-thirds of the number of Trustees prior
to such removal; (c) any Trustee who requests to be retired or who has become
mentally or physically incapacitated may be retired by written instrument signed
by a majority of the other Trustees; and (d) a Trustee may be removed at any
special meeting of the shareholders by a vote of two-thirds of the outstanding
shares of the Trust. In case a vacancy shall exist for any reason, the remaining
Trustees will fill such vacancy by appointment of another Trustee. The Trustees
will not fill any vacancy by appointment if, immediately after filling such
vacancy, less than two-thirds of the Trustees then holding office would have
been elected by the shareholders. If, at any time, less than a majority of the
Trustees holding office have been elected by the shareholders, the Trustees then
in office will call a shareholders' meeting for the purpose of electing Trustees
to fill vacancies. Otherwise, there will normally be no meeting of shareholders
called for the purpose of electing Trustees.
Trustees standing for election and Trustees previously elected are listed
below with their addresses, birthdates, present positions with the Trust, and
principal occupations during the past five years.
Trustees Standing for Election
Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Chairman of the Board, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Director, Member of
Executive Committee, University of Pittsburgh; Director or Trustee of the Funds.
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate: June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; Partner or Trustee in private real estate
ventures in Southwest Florida; formerly, President, Naples Property Management,
Inc. and Northgate Village Development Corporation; Director or Trustee of the
Funds.
Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate: March 16, 1942
Trustee
Consultant; Former State Representative, Commonwealth of Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street Boston
Corporation; Director or Trustee of the Funds.
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting Partner, Mollica &
Murray; Director or Trustee of the Funds.
Previously Elected Trustees
John F. Donahue#*
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director or Trustee of the Funds. Mr. Donahue is the
father of J. Christopher Donahue, Executive Vice President of the Company.
William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.; formerly,
Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.; Director, Ryan
Homes, Inc.; Director or Trustee of the Funds.
James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director or Trustee
of the Funds.
Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
Professor of Medicine, University of Pittsburgh; Medical Director, University of
Pittsburgh Medical Center--Downtown; Member, Board of Directors, University of
Pittsburgh Medical Center; formerly, Hematologist, Oncologist, and Internist,
Presbyterian and Montefiore Hospitals; Director or Trustee of the Funds.
Edward L. Flaherty, Jr.#
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A., Western Region;
Director or Trustee of the Funds.
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board and Czech Management Center, Prague; Director or Trustee of the Funds.
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935
Trustee
Public Relations/Marketing/Conference Planning; Director or Trustee of the
Funds.
* This Trustee is deemed to be an "interested person" as defined in the 1940
Act.
# Member of the Executive Committee. The Executive Committee of the Board of
Trustees handles the responsibilities of the Board between meetings of the
Board.
As referred to in the preceding table, "The Funds" or "Funds" includes the
following investment companies: 111 Corcoran Funds; Arrow Funds; Automated
Government Money Trust; Blanchard Funds; Blanchard Precious Metals Fund, Inc.;
Cash Trust Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D.
Jones & Co. Daily Passport Cash Trust; Federated Adjustable Rate U.S. Government
Fund, Inc.; Federated American Leaders Fund, Inc.; Federated ARMs Fund;
Federated Equity Funds; Federated Equity Income Fund, Inc.; Federated Fund for
U.S. Government Securities, Inc.; Federated GNMA Trust; Federated Government
Income Securities, Inc.; Federated Government Trust; Federated High Income Bond
Fund, Inc.; Federated High Yield Trust; Federated Income Securities Trust;
Federated Income Trust; Federated Index Trust; Federated Institutional Trust;
Federated Insurance Series; Federated Investment Portfolios; Federated
Investment Trust; Federated Master Trust; Federated Municipal Opportunities
Fund, Inc.; Federated Municipal Securities Fund, Inc.; Federated Municipal
Trust; Federated Short-Term Municipal Trust; Federated Short-Term U.S.
Government Trust; Federated Stock and Bond Fund, Inc.; Federated Stock Trust;
Federated Tax-Free Trust; Federated Total Return Series, Inc.; Federated U.S.
Government Bond Fund; Federated U.S. Government Securities Fund: 1-3 Years;
Federated U.S. Government Securities Fund: 2-5 Years; Federated U.S. Government
Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; First Priority Funds;
Fixed Income Securities, Inc.; High Yield Cash Trust; Intermediate Municipal
Trust; International Series, Inc.; Investment Series Funds, Inc.; Investment
Series Trust; Liberty Term Trust, Inc. - 1999; Liberty U.S. Government Money
Market Trust; Liquid Cash Trust; Managed Series Trust; Money Market Management,
Inc.; Money Market Obligations Trust; Money Market Obligations Trust II; Money
Market Trust; Municipal Securities Income Trust; Newpoint Funds; RIMCO Monument
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; The Planters Funds;
The Virtus Funds; Trust for Financial Institutions; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; Wesmark Funds; and World Investment Series, Inc.
Share Ownership of the Fund
Officers and Trustees of the Trust owns less than 1% of the Fund's outstanding
shares.
At the close of business on the Record Date, the following persons owned, to the
knowledge of management, more than 5% of the outstanding shares of the Fund:
<PAGE>
Trustee Compensation
<TABLE>
<CAPTION>
<S> <C> <C>
Aggregate
Name, Compensation
Position With From Total Compensation Paid
Trust Trust*# From Fund Complex+
John F. Donahue, $0 $-0- for the Trust and
Chairman and Trustee 56 other investment companies in the Complex
Thomas G. Bigley $1,452 $111,222 for the Trust and
Trustee 56 other investment companies in the Complex
John T. Conroy $1,597 $122,362 for the Trust and
Trustee 56 other investment companies in the Complex
William J. Copeland $1,597 $122,362 for the Trust and
Trustee 56 other investment companies in the Complex
James E. Dowd $1,597 $122,362 for the Trust and
Trustee 56 other investment companies in the Complex
Lawrence D. Ellis, M.D. $1,452 $111,222 for the Trust and
Trustee 56 other investment companies in the Complex
Edward L. Flaherty, Jr. $1,597 $122,362 for the Trust and
Trustee 56 other investment companies in the Complex
Peter E. Madden $1,452 $111,222 for the Trust and
Trustee 56 other investment companies in the Complex
John E. Murray, Jr. $1,452 $111,222 for the Trust and
Trustee 56 other investment companies in the Complex
Wesley W. Posvar $1,452 $111,222 for the Trust and
Trustee 56 other investment companies in the Complex
Marjorie P. Smuts $1,452 $111,222 for the Trust and
Trustee 56 other investment companies in the Complex
</TABLE>
* Information is furnished for the fiscal year ended July 31, 1997.
# The aggregate compensation is provided for the Trust which is comprised of six
portfolios.
The information is provided for the last calendar year.
During the fiscal year ended July 31, 1997, there were four meetings of
the Board of Trustees. The interested Trustees, other than Dr. Ellis, do not
receive fees from the Trust. Dr. Ellis is an interested person by reason of the
employment of his son-in-law by Federated Securities Corp. All Trustees were
reimbursed for expenses for attendance at Board of Trustees meetings.
Other than its Executive Committee, the Trust has one Board committee, the
Audit Committee. Generally, the function of the Audit Committee is to assist the
Board of Trustees in fulfilling its duties relating to the Trust's accounting
and financial reporting practices and to serve as a direct line of communication
between the Board of Trustees and the independent auditors. The specific
functions of the Audit Committee include recommending the engagement or
retention of the independent auditors, reviewing with the independent auditors
the plan and the results of the auditing engagement, approving professional
services provided by the independent auditors prior to the performance of such
services, considering the range of audit and non-audit fees, reviewing the
independence of the independent auditors, reviewing the scope and results of the
Trust's procedures for internal auditing, and reviewing the Trust's system of
internal accounting controls.
Messrs. Flaherty, Conroy, Copeland, and Dowd serve on the Audit Committee.
These Trustees are not interested Trustees of the Trust. During the fiscal year
ended July 31, 1997, there were four meetings of the Audit Committee. All of the
members of the Audit Committee were present for each meeting. Each member of the
Audit Committee receives an annual fee of $100 plus $25 for attendance at each
meeting and is reimbursed for expenses of attendance.
Officers of the Trust
The executive officers of the Trust are elected annually by the Board of
Trustees. Each officer holds the office until qualification of his successor.
The names and birthdates of the executive officers of the Trust and their
principal occupations during the last five years are as follows:
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp. and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Shareholder Services Company; Trustee or Director of some of the Funds;
President, Executive Vice President and Treasurer of some of the Funds.
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President, Secretary, and Treasurer
Executive Vice President, Secretary, and Trustee, Federated Investors; Trustee,
Federated Advisers, Federated Management, and Federated Research; Director,
Federated Research Corp. and Federated Global Research Corp.; Trustee, Federated
Shareholder Services Company; Director, Federated Services Company; President
and Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive Vice President and Secretary of the Funds; Treasurer of some of
the Funds.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.
None of the Officers of the Trust received salaries from the Trust during the
fiscal year ended July 31, 1997.
Officers and Trustees own less than 1% of the Trust's outstanding shares.
Federated Services Company, a subsidiary of Federated Investors, is the
Trust's administrator and provides administrative personnel and services to the
Trust for a fee as described in the prospectus. For the fiscal year ended July
31, 1997, Federated Services Company earned $1,402,868.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
The Trust is not required, and does not intend, to hold annual meetings of
shareholders. Shareholders wishing to submit proposals for consideration for
inclusion in a proxy statement for the next meeting of shareholders should send
their written proposals to Money Market Obligations Trust, Federated Investors
Funds, 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7000, so that they
are received within a reasonable time before any such meeting.
No business other than the matter described above is expected to come
before the Special Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment or postponement
of the Special Meeting, the persons named on the enclosed proxy card will vote
on such matters according to their best judgment in the interests of the Trust.
SHAREHOLDERS ARE REQUESTED TO COMPLETE,
DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT IN
THE ENCLOSED ENVELOPE, WHICH
NEEDS NO POSTAGE IF MAILED IN
THE UNITED STATES.
By Order of the Trustees
John W. McGonigle
Secretary
March 9, 1998
<PAGE>
MONEY MARKET MANAGEMENT, INC.
Automated Cash Management Trust
Investment Adviser
FEDERATED MANAGEMENT
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Distributor
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Administrator
FEDERATED SERVICES COMPANY
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Cusip 60934N831
60934N864
G02303-01(3/98)
<PAGE>
