MONEY MARKET OBLIGATIONS TRUST /NEW/
485BPOS, 1999-08-27
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                                                      1933 Act File No. 33-31602
                                                      1940 Act File No. 811-5950

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                 X
                                                                      -----

     Pre-Effective Amendment No.         ............................

     Post-Effective Amendment No.   33   ............................   X
                                 --------                             -----

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940         X

     Amendment No.   34   ...........................................   X
                  --------                                            -----

                         MONEY MARKET OBLIGATIONS TRUST
               (Exact Name of Registrant as Specified in Charter)

                            Federated Investors Funds
                              5800 Corporate Drive

                       Pittsburgh, Pennsylvania 15237-7000
                    (Address of Principal Executive Offices)

                                 (412) 288-1900

                         (Registrant's Telephone Number)

                           John W. McGonigle, Esquire
                            Federated Investors Tower

                               1001 Liberty Avenue
                       Pittsburgh, Pennsylvania 15222-3779

                     (Name and Address of Agent for Service)
                (Notices should be sent to the Agent for Service)

It is proposed that this filing will become effective:

 _ immediately upon filing pursuant to paragraph (b) X on AUGUST 31, 1999
 pursuant to paragraph (b) _ 60 days after filing pursuant to paragraph (a)(i)

    on _________________ pursuant to paragraph (a)(i) 75 days after filing
    pursuant to paragraph (a)(ii) on _________________ pursuant to paragraph
    (a)(ii) of Rule 485

If appropriate, check the following box:

    This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Copies to:       Matthew G. Maloney, Esquire
                 Dickstein Shapiro Morin & Oshinsky LLP

                 2101 L Street, N.W.
                 Washington, DC  20037

PROSPECTUS

Automated Government Cash Reserves

A Portfolio of Money Market Obligations Trust

A money market mutual fund seeking current income with stability of principal
and liquidity by investing only in a portfolio of U.S. government securities
maturing in 397 days or less.

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus, and any representation to the contrary is a criminal offense.



AUGUST 31, 1999



CONTENTS



Risk/Return Summary  1
What are the Fund's Fees and Expenses?  3
What are the Fund's Investment Strategies?  4
What are the Principal Securities
in Which the Fund Invests?  4

What are the Specific Risks of Investing in the Fund?  5
What Do Shares Cost?  5

How is the Fund Sold?  5
How to Purchase Shares  5
How to Redeem Shares  7
Account and Share Information  9
Who Manages the Fund?  9
Financial Information  10



Risk/Return Summary

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?



The Fund is a money market fund that seeks to maintain a stable net asset value
of $1.00 per share.



The Fund's investment objective is current income with stability of principal
and liquidity. While there is no assurance that the Fund will achieve its
investment objective, it endeavors to do so by following the strategies and
policies described in this prospectus.

WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?

The Fund invests only in a portfolio of U.S. Treasury and government agency
securities maturing in 397 days or less that pay interest exempt from state
personal income tax. The dollar-weighted average maturity of the Fund's
portfolio will be 90 days or less.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?



All mutual funds take investment risks. Therefore, even though the Fund is a
money market fund that seeks to maintain a stable net asset value, it is
possible to lose money by investing in the Fund.

The Shares offered by this prospectus are not deposits or obligations of any
bank, are not endorsed or guaranteed by any bank and are not insured or
guaranteed by the U.S. government, the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other government agency.



RISK/RETURN BAR CHART AND TABLE

[Graphic]



The Bar Chart and Performance Table reflect historical performance data for
Automated Government Cash Reserves (the "Former Fund") prior to its
reorganization into the Fund, which is a newly created portfolio of Money Market
Obligations Trust (the "Trust"). On the date of the reorganization, September 3,
1999, the Former Fund was dissolved and its net assets (inclusive of liabilities
recorded on the Former Fund's records) were transferred to the Fund.

Historically, the Former Fund has maintained a constant $1.00 net asset value
per share. The bar chart shows the variability of the Former Fund's total
returns on a calendar year-end basis.



The Former Fund's Shares were not sold subject to a sales charge (load). The
total returns displayed above are based upon the net asset value.



The Former Fund's total return for the six-month period from January 1, 1999 to
June 30, 1999 was 2.17%.



Within the period shown in the Chart, the Former Fund's highest quarterly return
was 1.54% (quarter ended March 31, 1991). Its lowest quarterly return was 0.66%
(quarters ended March 31, 1993 and June 30, 1993).

AVERAGE ANNUAL TOTAL RETURN TABLE

The following table represents the Fund's Average Annual Total Returns for the
calendar periods ending December 31, 1998.

CALENDAR PERIOD          FUND
1 Year                   4.96%
5 Years                  4.83%
Start of Performance 1   4.80%

1 The Former Fund's start of performance date was

February 2, 1990.

The Former Fund's 7-Day Net Yield as of December 31, 1998 was 4.54%.

Investors may call the Fund at 1-800-341-7400 to acquire the current 7-Day Net
Yield.

Past performance does not necessarily predict future performance. This
information provides you with historical performance information so that you can
analyze whether the Fund's investment risks are balanced by its potential
rewards.

What are the Fund's Fees and Expenses?

AUTOMATED GOVERNMENT CASH RESERVES

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

<TABLE>

SHAREHOLDER FEES

<S>                                                                             <C>
Fees Paid Directly From
Your Investment
Maximum Sales Charge
(Load) Imposed on
Purchases (as a percentage
of offering price)                                                                  None
Maximum Deferred Sales
Charge (Load) (as a
percentage of original
purchase price or
redemption
proceeds, as applicable)                                                            None
Maximum Sales Charge
(Load) Imposed on
Reinvested Dividends (and
other Distributions)
(as a percentage of
offering price)                                                                     None
Redemption Fee (as a
percentage of amount
redeemed, if applicable)                                                            None
Exchange Fee                                                                        None
ANNUAL FUND OPERATING
EXPENSES (Before Waiver) 1
Expenses That are Deducted
From Fund Assets (as a
percentage of average net
assets)
Management Fee 2                                                                    0.50%
Distribution (12b-1) Fee                                                            None
Shareholder Services Fee                                                            0.25%
Other Expenses                                                                      0.11%
Total Annual Fund
Operating Expenses 3                                                                0.86%

1 Although not contractually obligated to do so, the adviser expects to waive
certain amounts during the fiscal year ending April 30, 2000. These are shown
below along with the net expenses the Fund expects to actually pay for the
fiscal year ending April 30, 2000.

 Total Waivers of Fund

Expenses                                                                            0.27%
 Total Actual Annual Fund

Operating Expenses (after

waiver) 3                                                                           0.59%
2 The adviser expects to voluntarily waive a portion of the management fee. The
adviser can terminate this anticipated voluntary waiver at any time. The
management fee paid by the Fund (after the anticipated voluntary waiver) is
expected to be 0.23% for the fiscal year ending April 30, 2000.
3 For the fiscal year ended April 30, 1999, prior to the reorganization of
Automated Government Cash Reserves, the Former Fund, as a portfolio of Money
Market Obligations Trust, the Total Annual Fund Operating Expenses and Total
Actual Annual Fund Operating Expenses (after waivers) were 0.86% and 0.59%,
respectively.
</TABLE>

EXAMPLE



This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund's Shares for the time
periods indicated and then redeem all of your Shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that the Fund's Shares operating expenses are BEFORE WAIVERS as estimated in
the table and remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:



1 Year    $    88
3 Years   $   274
5 Years   $   477
10 Years  $ 1,061

What are the Fund's Investment Strategies?



The Fund invests only in a portfolio of U.S. Treasury and government agency
securities maturing in 397 days or less that pay interest exempt from state
personal income tax. The dollar-weighted average maturity of the Fund's
portfolio will be 90 days or less.



The adviser targets a dollar-weighted average portfolio maturity range based
upon its interest rate outlook. The adviser formulates its interest rate outlook
by analyzing a variety of factors, such as:

* current U.S. economic activity and the economic outlook;

* current short-term interest rates;



* the Federal Reserve Board's policies regarding short-term interest
rates; and



* the potential effects of foreign economic activity on U.S. short-term
interest rates.



The adviser generally shortens the portfolio's dollar-weighted average maturity
when it expects interest rates to rise and extends the maturity when it expects
interest rates to fall. The adviser selects securities used to shorten or extend
the portfolio's dollar-weighted average maturity by comparing the returns
currently offered by different investments to their historical and expected
returns.



What are the Principal Securities in Which the Fund Invests?

FIXED INCOME SECURITIES

Fixed income securities pay interest, dividends or distributions at a specified
rate. The rate may be a fixed percentage of the principal or adjusted
periodically. In addition, the issuer of a fixed income security must repay the
principal amount of the security, normally within a specified time. The Fund
invests in the following types of fixed income securities.



TREASURY SECURITIES



Treasury securities are direct obligations of the federal government of the
United States.



AGENCY SECURITIES



Agency securities are issued or guaranteed by a federal agency or other
government sponsored entity acting under federal authority (a GSE). The United
States supports some GSEs with its full faith and credit. Other GSEs receive
support through federal subsidies, loans or other benefits. A few GSEs have no
explicit financial support, but are regarded as having implied support because
the federal government sponsors their activities.

What are the Specific Risks of Investing in the Fund?

Although there are many factors that may affect an investment in the Fund, the
principal risk of investing in a U.S. government money market fund is described
below.

INTEREST RATE RISK

Prices of fixed income securities rise and fall in response to changes in the
interest rate paid by similar securities. Generally, when interest rates rise,
prices of fixed income securities fall. However, market factors, such as demand
for particular fixed income securities, may cause the price of certain fixed
income securities to fall while the prices of other securities rise or remain
unchanged.

Interest rate changes have a greater effect on the price of fixed income
securities with longer maturities. Money market funds try to minimize this risk
by purchasing short-term securities.

What Do Shares Cost?



You can purchase or redeem Shares any day the New York Stock Exchange (NYSE) is
open. The Fund attempts to stabilize the net asset value (NAV) of its Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
Fund cannot guarantee that its NAV will always remain at $1.00 per Share. The
Fund does not charge a front-end sales charge. NAV is determined at 12:00 noon
and 1:00 p.m. (Eastern time) and as of the end of regular trading (normally 4:00
p.m. Eastern time) each day the NYSE is open.



The required minimum initial investment for Fund Shares is $25,000. There is no
required minimum subsequent investment amount.

An account may be opened with a smaller amount as long as the $25,000 minimum is
reached within 90 days. An institutional investor's minimum investment is
calculated by combining all accounts it maintains with the Fund. Accounts
established through investment professionals may be subject to a smaller minimum
investment amount. Keep in mind that investment professionals may charge you
fees for their services in connection with your Share transactions.

How is the Fund Sold?



The Fund's Distributor, Federated Securities Corp., markets the Shares described
in this prospectus to institutional investors, such as corporations, unions,
hospitals, insurance companies and municipalities, or individuals, directly or
through investment professionals.



The Distributor and its affiliates may pay out of their assets other
amounts (including items of material value) to investment professionals
for marketing and servicing Shares. The Distributor is a subsidiary of
Federated Investors, Inc. (Federated).

How to Purchase Shares

You may purchase Shares through an investment professional or directly from the
Fund. The Fund reserves the right to reject any request to purchase Shares.

THROUGH AN INVESTMENT PROFESSIONAL

* Establish an account with the investment professional; and



* Submit your purchase order to the investment professional before 2:00 p.m.
(Eastern time). You will receive that day's dividend if the investment
professional forwards the order to the Fund and the Fund receives payment by
2:00 p.m. (Eastern time). You will become the owner of Shares and receive
dividends when the Fund receives your payment.



Investment professionals should send payments according to the instructions in
the sections "By Wire" or "By Check."

DIRECTLY FROM THE FUND

* Establish your account with the Fund by submitting a completed New
Account Form; and

* Send your payment to the Fund by Federal Reserve wire or check.

You will become the owner of Shares after the Fund receives your wire or your
check. If your check does not clear, your purchase will be canceled and you
could be liable for any losses or fees the Fund or its transfer agent incurs.

An institution may establish an account and place an order by calling the Fund
and will become a shareholder after the Fund receives the order.

BY WIRE

Send your wire to:

State Street Bank and Trust Company
Boston, MA
Dollar Amount of Wire

ABA Number 011000028
Attention: EDGEWIRE



Wire Order Number, Dealer Number or Group Number



Nominee/Institution Name
Fund Name and Number and Account Number

You cannot purchase Shares by wire on holidays when wire transfers are
restricted.

BY CHECK

Make your check payable to THE FEDERATED FUNDS, note your account number on the
check, and mail it to:

Federated Shareholder Services Company
P.O. Box 8600

Boston, MA 02266-8600

If you send your check by a PRIVATE COURIER OR OVERNIGHT DELIVERY SERVICE that
requires a street address, mail it to:

Federated Shareholder Services Company
1099 Hingham Street

Rockland, MA 02370-3317

Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund
will not accept third-party checks (checks originally payable to someone
other than you or The Federated Funds).

Orders by mail are considered received when payment by check is converted into
federal funds (normally the business day after the check is received) and Shares
begin earning dividends the next day.

BY AUTOMATIC INVESTMENTS

You may establish an account with your financial institution to automatically
purchase Shares on pre-determined dates or when your bank account reaches a
certain level. Under this program, participating financial institutions are
responsible for prompt transmission of orders and may charge you for this
service. You should read this prospectus along with your financial institution's
agreement or materials describing this service.

BY AUTOMATED CLEARING HOUSE (ACH)

Once you have opened an account, you may purchase additional Shares through a
depository institution that is an ACH member. This purchase option can be
established by completing the appropriate sections of the New Account Form.

RETIREMENT INVESTMENTS

You may purchase Shares as retirement investments (such as qualified plans and
IRAs or transfer or rollover of assets). Call your investment professional or
the Fund for information on retirement investments. We suggest that you discuss
retirement investments with your tax adviser. You may be subject to an annual
IRA account fee.



How to Redeem Shares



You should redeem Shares:

* through an investment professional if you purchased Shares through an
investment professional; or

* directly from the Fund if you purchased Shares directly from the Fund.

THROUGH AN INVESTMENT PROFESSIONAL

Submit your redemption request to your investment professional by the end of
regular trading on the NYSE (normally 4:00 p.m. Eastern time). Investment
professionals are responsible for promptly submitting redemption requests and
providing proper written redemption instructions as outlined below.

DIRECTLY FROM THE FUND

BY TELEPHONE

You may redeem Shares by calling the Fund once you have completed the
appropriate authorization form for telephone transactions.

If you call before 2:00 p.m. (Eastern time) your redemption will be wired to you
the same day. You will not receive that day's dividend.

If you call after 2:00 p.m. (Eastern time) your redemption will be wired to you
the following business day. You will receive that day's dividend.

BY MAIL

You may redeem Shares by mailing a written request to the Fund.

Your redemption request will be processed on the day the Fund receives your
written request in proper form. Dividends are paid up to and including the day
that a redemption request is processed.

Send requests by mail to:

Federated Shareholder Services Company
P.O. Box 8600

Boston, MA 02266-8600

Send requests by PRIVATE COURIER OR OVERNIGHT DELIVERY SERVICE to:

Federated Shareholder Services Company
1099 Hingham Street

Rockland, MA 02370-3317

All requests must include:

* Fund Name and Share Class, account number and account registration;

* amount to be redeemed; and

* signatures of all Shareholders exactly as registered.

Call your investment professional or the Fund if you need special instructions.

SIGNATURE GUARANTEES

Signatures must be guaranteed if:

* your redemption will be sent to an address other than the address of
record;

* your redemption will be sent to an address of record that was changed
within the last 30 days; or

* a redemption is payable to someone other than the shareholder(s) of
record.

A signature guarantee is designed to protect your account from fraud. Obtain a
signature guarantee from a bank or trust company, savings association, credit
union or broker, dealer, or securities exchange member. A NOTARY PUBLIC CANNOT
PROVIDE A SIGNATURE GUARANTEE.

PAYMENT METHODS FOR REDEMPTIONS

Your redemption proceeds will be mailed by check to your address of record. The
following payment options are available if you complete the appropriate section
of the New Account Form or an Account Service Options Form. These payment
options require a signature guarantee if they were not established when the
account was opened:

* an electronic transfer to your account at a financial institution that is
an ACH member; or

* wire payment to your account at a domestic commercial bank that is a Federal
Reserve System member.

REDEMPTION IN KIND

Although the Fund intends to pay Share redemptions in cash, it reserves the
right to pay the redemption price in whole or in part by a distribution of the
Fund's portfolio securities.

LIMITATIONS ON REDEMPTION PROCEEDS

Redemption proceeds normally are wired or mailed within one business day after
receiving a request in proper form. Payment may be delayed up to seven days:

* to allow your purchase to clear;

* during periods of market volatility; or

* when a shareholder's trade activity or amount adversely impacts the Fund's
ability to manage its assets.

You will not accrue interest or dividends on uncashed checks from the Fund if
those checks are undeliverable and returned to the Fund.

REDEMPTIONS FROM RETIREMENT ACCOUNTS

In the absence of your specific instructions, 10% of the value of your
redemption from a retirement account in the Fund may be withheld for taxes. This
withholding only applies to certain types of retirement accounts.

CHECKWRITING

You may request checks to redeem your Fund Shares. Your account will continue to
receive the daily dividend declared on the Shares being redeemed until the check
is presented for payment.

DEBIT CARD

You may request a debit card account that allows you to redeem Shares. There is
an annual fee for this service that the Fund will automatically deduct from your
account.

ADDITIONAL CONDITIONS

TELEPHONE TRANSACTIONS

The Fund will record your telephone instructions. If the Fund does not follow
reasonable procedures, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

SHARE CERTIFICATES

The Fund no longer issues share certificates. If you are redeeming Shares
represented by certificates previously issued by the Fund, you must return the
certificates with your written redemption request. For your protection, send
your certificates by registered or certified mail, but do not endorse them.

Account and Share Information

ACCOUNT ACTIVITY

You will receive periodic statements reporting all account activity, including
dividends and capital gains paid.

DIVIDENDS AND CAPITAL GAINS



The Fund declares any dividends daily and pays them monthly to shareholders. If
you purchase Shares by wire, you begin earning dividends on the day your wire is
received. If you purchase Shares by check, you begin earning dividends on the
business day after the Fund receives your check. In either case, you earn
dividends through the day your redemption request is received.



The Fund does not expect to realize any capital gains or losses. If capital
gains or losses were to occur, they could result in an increase or decrease in
dividends. The Fund pays any capital gains at least annually. Your dividends and
capital gains distributions will be automatically reinvested in additional
Shares without a sales charge, unless you elect cash payments.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, non- retirement
accounts may be closed if redemptions cause the account balance to fall below
the minimum initial investment amount. Before an account is closed, you will be
notified and allowed 30 days to purchase additional Shares to meet the minimum.

TAX INFORMATION

The Fund sends an annual statement of your account activity to assist you in
completing your federal, state and local tax returns. Fund distributions of
dividends and capital gains are taxable to you whether paid in cash or
reinvested in the Fund. Dividends are taxable as ordinary income; capital gains
are taxable at different rates depending upon the length of time the Fund holds
its assets.



Fund distributions are expected to be primarily dividends. Redemptions are
taxable sales. Please consult your tax adviser regarding your federal, state and
local tax liability.



Who Manages the Fund?

The Board of Trustees governs the Fund. The Board selects and oversees the
Adviser, Federated Investment Management Company. The Adviser manages the Fund's
assets, including buying and selling portfolio securities. The Adviser's address
is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779.



The Adviser and other subsidiaries of Federated advise approximately 175 mutual
funds and separate accounts, which totaled approximately $111 billion in assets
as of December 31, 1998. Federated was established in 1955 and is one of the
largest mutual fund investment managers in the United States with approximately
1,900 employees. More than 4,000 investment professionals make Federated Funds
available to their customers.



ADVISORY FEES

The Adviser receives an annual investment advisory fee of 0.50% of the Fund's
average daily net assets. The Adviser may voluntarily waive a portion of its fee
or reimburse the Fund for certain operating expenses.

YEAR 2000 READINESS

The "Year 2000" problem is the potential for computer errors or failures because
certain computer systems may be unable to interpret dates after December 31,
1999 or experience other date-related problems. The Year 2000 problem may cause
systems to process information incorrectly and could disrupt businesses, such as
the Fund, that rely on computers.

While it is impossible to determine in advance all of the risks to the Fund, the
Fund could experience interruptions in basic financial and operational
functions. Fund shareholders could experience errors or disruptions in Fund
share transactions or Fund communications.

The Fund's service providers are making changes to their computer systems to fix
any Year 2000 problems. In addition, they are working to gather information from
third-party providers to determine their Year 2000 readiness.

Year 2000 problems would also increase the risks of the Fund's investments. To
assess the potential effect of the Year 2000 problem, the Adviser is reviewing
information regarding the Year 2000 readiness of issuers of securities the Fund
may purchase. The financial impact of these issues for the Fund is still being
determined. There can be no assurance that potential Year 2000 problems would
not have a material adverse effect on the Fund.

Financial Information

FINANCIAL HIGHLIGHTS



The following Financial Highlights will help you understand the Former Fund's
financial performance for its past five fiscal years. Some of the information is
presented on a per share basis. Total returns represent the rate an investor
would have earned (or lost) on an investment in the Former Fund, assuming
reinvestment of any dividends and capital gains.

This information has been audited by Ernst & Young LLP, whose report, along with
the Former Fund's audited financial statements, is included in the Annual
Report.



Financial Highlights

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)


<TABLE>
<CAPTION>

YEAR ENDED APRIL 30                            1999         1998         1997         1996         1995
<S>                                        <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD         $ 1.00       $ 1.00       $ 1.00       $ 1.00       $ 1.00
INCOME FROM INVESTMENT OPERATIONS:

Net investment income                          0.05         0.05         0.05         0.05         0.05
LESS DISTRIBUTIONS:
Distributions from net investment income      (0.05)       (0.05)       (0.05)       (0.05)       (0.05)
NET ASSET VALUE, END OF PERIOD               $ 1.00       $ 1.00       $ 1.00       $ 1.00       $ 1.00
TOTAL RETURN 1                                 4.75%        5.08%        4.90%        5.24%        4.68%

RATIOS TO AVERAGE NET ASSETS:

Expenses                                       0.59%        0.60%        0.59%        0.58%        0.58%
Net investment income                          4.65%        4.96%        4.80%        5.12%        4.70%
Expenses 2                                     0.86%        0.87%        0.88%        0.88%        0.90%
Net investment income 2                        4.38%        4.69%        4.51%        4.82%        4.38%
SUPPLEMENTAL DATA:

Net assets, end of period (000 omitted)    $773,910     $662,200     $663,071     $603,136     $603,849

</TABLE>



1 Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

2 During the period, certain fees were voluntarily waived. If such voluntary
waivers would not have occurred, the ratios would have been as indicated.

Further information about the Fund's performance is contained in the Fund's
Annual Report, dated April 30, 1999, which can be obtained free of charge.

[Graphic]
Federated

World-Class Investment Manager

PROSPECTUS

Automated Government Cash Reserves

A Portfolio of Money Market Obligations Trust



AUGUST 31, 1999

A Statement of Additional Information (SAI) dated August 31, 1999, is
incorporated by reference into this prospectus. Additional information about the
Fund and its investments is contained in the Fund's SAI and Annual and
Semi-Annual Reports to shareholders as they become available. The Annual Report
discusses market conditions and investment strategies that significantly
affected the Fund's performance during its last fiscal year. To obtain the SAI,
the Annual Report, the Semi-Annual Report and other information without charge,
and make inquiries, call your investment professional or the Fund at
1-800-341-7400.



You can obtain information about the Fund (including the SAI) by visiting or
writing the Public Reference Room of the Securities and Exchange Commission in
Washington, DC 20549-6009 or from the Commission's Internet site at
http://www.sec.gov. You can call 1-800-SEC-0330 for information on the Public
Reference Room's operations and copying charges.



[Graphic]
Federated

Automated Government Cash Reserves
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

1-800-341-7400

WWW.FEDERATEDINVESTORS.COM

Federated Securities Corp., Distributor

Investment Company Act File No. 811-5950

Cusip 60934N716
0011606A (8/99)

[Graphic]

STATEMENT OF ADDITIONAL INFORMATION

Automated Government Cash Reserves

A Portfolio of Money Market Obligations Trust



This Statement of Additional Information (SAI) is not a prospectus. Read this
SAI in conjunction with the prospectus for Automated Government Cash Reserves
(Fund), dated August 31, 1999.



This SAI incorporates by reference the Fund's Annual Report. Obtain the
prospectus or the Annual Report without charge by calling 1-800-341-7400.



AUGUST 31, 1999

[Graphic]
Federated

World-Class Investment Manager
Automated Government Cash Reserves
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

1-800-341-7400

WWW.FEDERATEDINVESTORS.COM

Federated Securities Corp., Distributor

0011606B (8/99)



[Graphic]

CONTENTS



How is the Fund Organized?  1

Securities in Which the Fund Invests  1

How is the Fund Sold?  3

Subaccounting Services  3

Redemption in Kind  4

Massachusetts Partnership Law  4

Account and Share Information  4

Tax Information  4

Who Manages and Provides Services to the Fund?  5

How Does the Fund Measure Performance?  8

Who is Federated Investors, Inc.?  9

Financial Information  10

Addresses  11



How is the Fund Organized?



The Fund is a diversified portfolio of Money Market Obligations Trust (Trust).
The Trust is an open-end, management investment company that was established
under the laws of the Commonwealth of Massachusetts on October 3, 1988. The
Trust may offer separate series of shares representing interests in separate
portfolios of securities. The Fund, which was established on December 7, 1989,
was reorganized as a portfolio of the Trust on September 3, 1999. The Fund's
investment adviser is Federated Investment Management Company (Adviser).
Effective March 31, 1999, Federated Management, former adviser to the Fund,
became Federated Investment Management Company (formerly, Federated Advisers).



Securities in Which the Fund Invests

In pursuing its investment strategy, the Fund may invest in the following
securities for any purpose that is consistent with its investment objective.

SECURITIES DESCRIPTIONS AND TECHNIQUES

FIXED INCOME SECURITIES

Fixed income securities pay interest, dividends or distributions at a specified
rate. The rate may be a fixed percentage of the principal or adjusted
periodically. In addition, the issuer of a fixed income security must repay the
principal amount of the security, normally within a specified time. Fixed income
securities provide more regular income than equity securities. However, the
returns on fixed income securities are limited and normally do not increase with
the issuer's earnings. This limits the potential appreciation of fixed income
securities as compared to equity securities.

A security's yield measures the annual income earned on a security as a
percentage of its price. A security's yield will increase or decrease depending
upon whether it costs less (a discount) or more (a premium) than the principal
amount. If the issuer may redeem the security before its scheduled maturity, the
price and yield on a discount or premium security may change based upon the
probability of an early redemption. Securities with higher risks generally have
higher yields.

The following describes the types of fixed income securities in which the Fund
invests.

TREASURY SECURITIES

Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the lowest
credit risks.

AGENCY SECURITIES

Agency securities are issued or guaranteed by a federal agency or other
government sponsored entity acting under federal authority (a GSE). The United
States supports some GSEs with its full faith and credit. Other GSEs receive
support through federal subsidies, loans or other benefits. A few GSEs have no
explicit financial support, but are regarded as having implied support because
the federal government sponsors their activities. Agency securities are
generally regarded as having low credit risks, but not as low as treasury
securities.

ZERO COUPON SECURITIES

Zero coupon securities do not pay interest or principal until final maturity
unlike debt securities that provide periodic payments of interest (referred to
as a coupon payment). Investors buy zero coupon securities at a price below the
amount payable at maturity. The difference between the purchase price and the
amount paid at maturity represents interest on the zero coupon security.
Investors must wait until maturity to receive interest and principal, which
increases the interest rate risks and credit risks of a zero coupon security.

There are many forms of zero coupon securities. Some are issued at a discount
and are referred to as zero coupon or capital appreciation bonds. Others are
created from interest bearing bonds by separating the right to receive the
bond's coupon payments from the right to receive the bond's principal due at
maturity, a process known as coupon stripping. In addition, some securities give
the issuer the option to deliver additional securities in place of cash interest
payments, thereby increasing the amount payable at maturity. These are referred
to as pay-in-kind or PIK securities.

SPECIAL TRANSACTIONS

DELAYED DELIVERY TRANSACTIONS

Delayed delivery transactions, including when issued transactions, are
arrangements in which the Fund buys securities for a set price, with payment and
delivery of the securities scheduled for a future time. During the period
between purchase and settlement, no payment is made by the Fund to the issuer
and no interest accrues to the Fund. The Fund records the transaction when it
agrees to buy the securities and reflects their value in determining the price
of its shares. Settlement dates may be a month or more after entering into these
transactions so that the market values of the securities bought may vary from
the purchase prices. Therefore, delayed delivery transactions create interest
rate risks for the Fund. Delayed delivery transactions also involve credit risks
in the event of a counterparty default.

ASSET COVERAGE

In order to secure its obligations in connection with special transactions, the
Fund will either own the underlying assets, enter into an offsetting transaction
or set aside readily marketable securities with a value that equals or exceeds
the Fund's obligations. Unless the Fund has other readily marketable assets to
set aside, it cannot trade assets used to secure such obligations without
terminating a special transaction. This may cause the Fund to miss favorable
trading opportunities or to realize losses on special transactions.

INVESTMENT RISKS

There are many factors which may affect an investment in the Fund. The Fund's
principal risks are described in its prospectus. Additional risk factors are
outlined below.

CREDIT RISK

Credit risk is the possibility that an issuer will default on a security by
failing to pay interest or principal when due. If an issuer defaults, the Fund
will lose money.

Credit risk includes the possibility that a party to a transaction involving the
Fund will fail to meet its obligations. This could cause the Fund to lose the
benefit of the transaction or prevent the Fund from selling or buying other
securities to implement its investment strategy.

INVESTMENT LIMITATIONS

DIVERSIFICATION

With respect to securities comprising 75% of the value of its total assets, the
Fund will not purchase securities of any one issuer (other than cash; cash
items; securities issued or guaranteed by the government of the United States or
its agencies or instrumentalities and repurchase agreements collateralized by
such U.S. government securities; and securities of other investment companies)
if, as a result, more than 5% of the value of its total assets would be invested
in securities of that issuer, or the Fund would own more than 10% of the
outstanding voting securities of that issuer.

CONCENTRATION

The Fund will not make investments that will result in the concentration of its
investments in the securities of issuers primarily engaged in the same industry.
Government securities, municipal securities and bank instruments are not deemed
to constitute an industry.

ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund may borrow money, directly or indirectly, and issue senior securities
to the maximum extent permitted under the 1940 Act.

PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any assets except to secure
permitted borrowings. In those cases, it may pledge assets having a market value
not exceeding the lesser of the dollar amounts borrowed or 10% of the value of
total assets at the time of the pledge.

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets, except that it may purchase or hold
U.S. government securities as permitted by its investment objective, policies
and limitations or Declaration of Trust.

INVESTING IN REAL ESTATE

The Fund may not purchase or sell real estate, provided that this restriction
does not prevent the Fund from investing in issuers which invest, deal, or
otherwise engage in transactions in real estate or interests therein, or
investing in securities that are secured by real estate or interests therein.
The Fund may exercise its rights under agreements relating to such securities,
including the right to enforce security interests and to hold real estate
acquired by reason of such enforcement until that real estate can be liquidated
in an orderly manner.

UNDERWRITING SECURITIES

The Fund may not underwrite the securities of other issuers, except that the
Fund may engage in transactions involving the acquisition, disposition or resale
of its portfolio securities, under circumstances where it may be considered to
be an underwriter under the Securities Act of 1933.

INVESTING IN COMMODITIES

The Fund may not purchase or sell physical commodities, provided that the Fund
may purchase securities of companies that deal in commodities.



THE ABOVE LIMITATIONS CANNOT BE CHANGED UNLESS AUTHORIZED BY THE BOARD OF
TRUSTEES (BOARD) AND BY THE "VOTE OF A MAJORITY OF ITS OUTSTANDING VOTING
SECURITIES," AS DEFINED BY THE INVESTMENT COMPANY ACT. THE FOLLOWING
LIMITATIONS, HOWEVER, MAY BE CHANGED BY THE BOARD WITHOUT SHAREHOLDER APPROVAL.
SHAREHOLDERS WILL BE NOTIFIED BEFORE ANY MATERIAL CHANGE IN THESE LIMITATIONS
BECOMES EFFECTIVE.



BUYING ON MARGIN

The Fund will not purchase securities on margin, provided that the Fund may
obtain short-term credits necessary for the clearance of purchases and sales of
securities.

INVESTING IN ILLIQUID SECURITIES

The Fund will not purchase securities for which there is no readily available
market, or enter into repurchase agreements or purchase time deposits maturing
in more than seven days, if immediately after and as a result, the value of such
securities would exceed, in the aggregate, 10% of the Fund's net assets.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund will not purchase securities of other investment companies, except as
part of a merger, consolidation, or other acquisition.



For purposes of the diversification limitation, the Fund considers certificates
of deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association having capital, surplus, and undivided profits in
excess of $100,000,000 at the time of investment to be "cash items."

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
limitation.

For purposes of the concentration limitation, in conformity with a position of
the Securities and Exchange Commission (SEC), the Fund considers "bank
instruments" to be limited to instruments of domestic banks.



REGULATORY COMPLIANCE



The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this Statement of Additional Information, in order to comply with
applicable laws and regulations, including the provisions of and regulations
under the Investment Company Act of 1940. In particular, the Fund will comply
with the various requirements of Rule 2a-7 (the Rule), which regulates money
market mutual funds. The Fund will determine the effective maturity of its
investments according to the Rule. The Fund may change these operational
policies to reflect changes in the laws and regulations without the approval of
its shareholders.



DETERMINING MARKET VALUE OF SECURITIES

The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value.
Accordingly, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated daily yield on shares of the
Fund computed by dividing the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be higher than a similar
computation made by using a method of valuation based upon market prices and
estimates. In periods of rising interest rates, the opposite may be true.

The Fund's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in the Rule. Under the Rule,
the Trustees must establish procedures reasonably designed to stabilize the net
asset value per share, as computed for purposes of distribution and redemption,
at $1.00 per share, taking into account current market conditions and the Fund's
investment objective. The procedures include monitoring the relationship between
the amortized cost value per share and the net asset value per share based upon
available indications of market value. The Trustees will decide what, if any,
steps should be taken if there is a difference of more than 0.5 of 1% between
the two values. The Trustees will take any steps they consider appropriate (such
as redemption in kind or shortening the average portfolio maturity) to minimize
any material dilution or other unfair results arising from differences between
the two methods of determining net asset value.

How is the Fund Sold?

Under the Distributor's Contract with the Fund, the Distributor (Federated
Securities Corp.) offers Shares on a continuous, best-efforts basis.

SHAREHOLDER SERVICES

The Fund may pay Federated Shareholder Services Company, a subsidiary of
Federated Investors, Inc. (Federated), for providing shareholder services and
maintaining shareholder accounts. Federated Shareholder Services Company may
select others to perform these services for their customers and may pay them
fees.

SUPPLEMENTAL PAYMENTS

Investment professionals may be paid fees out of the assets of the Distributor
and/or Federated Shareholder Services Company (but not out of Fund assets). The
Distributor and/or Federated Shareholder Services Company may be reimbursed by
the Adviser or its affiliates.

Investment professionals receive such fees for providing

distribution-related or shareholder services such as sponsoring sales, providing
sales literature, conducting training seminars for employees, and engineering
sales-related computer software programs and systems. Also, investment
professionals may be paid cash or promotional incentives, such as reimbursement
of certain expenses relating to attendance at informational meetings about the
Fund or other special events at recreational-type facilities, or items of
material value. These payments will be based upon the amount of Shares the
investment professional sells or may sell and/or upon the type and nature of
sales or marketing support furnished by the investment professional.

Subaccounting Services

Certain investment professionals may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping requirements. The
transfer agent may charge a fee based on the level of subaccounting services
rendered. Investment professionals holding Shares in a fiduciary, agency,
custodial, or similar capacity may charge or pass through subaccounting fees as
part of or in addition to normal trust or agency account fees. They may also
charge fees for other services that may be related to the ownership of Shares.
This information should, therefore, be read together with any agreement between
the customer and the investment professional about the services provided, the
fees charged for those services, and any restrictions and limitations imposed.

Redemption in Kind

Although the Fund intends to pay Share redemptions in cash, it reserves the
right, as described below, to pay the redemption price in whole or in part by a
distribution of the Fund's portfolio securities.

Because the Fund has elected to be governed by Rule 18f-1 under the Investment
Company Act of 1940, the Fund is obligated to pay Share redemptions to any one
shareholder in cash only up to the lesser of $250,000 or 1% of the net assets
represented by such Share class during any 90-day period.

Any Share redemption payment greater than this amount will also be in cash
unless the Fund's Board determines that payment should be in kind. In such a
case, the Fund will pay all or a portion of the remainder of the redemption in
portfolio securities, valued in the same way as the Fund determines its NAV. The
portfolio securities will be selected in a manner that the Fund's Board deems
fair and equitable and, to the extent available, such securities will be readily
marketable.

Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving the portfolio securities and selling them before
their maturity could receive less than the redemption value of the securities
and could incur certain transaction costs.

Massachusetts Partnership Law

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect its
shareholders, the Trust has filed legal documents with Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations of
the Trust.

In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required by the Declaration of Trust to use its
property to protect or compensate the shareholder. On request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act or
obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder will occur only if the Trust itself cannot meet its obligations to
indemnify shareholders and pay judgments against them.

Account and Share Information

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote.

All Shares of the Trust have equal voting rights, except that in matters
affecting only a particular Fund or class, only Shares of that Fund or class are
entitled to vote.

Trustees may be removed by the Board or by shareholders at a special meeting. A
special meeting of shareholders will be called by the Board upon the written
request of shareholders who own at least 10% of the Trust's outstanding shares
of all series entitled to vote.



As of August 6, 1999, the following shareholders owned of record, beneficially,
or both, 5% or more of outstanding Shares: Bank of New York, New York, NY owned
approximately 36,539,278 Shares (5.46%); Cambridge Trust Co., Cambridge, MA
owned approximately 108,694,006 Shares (16.23%); The Chase Manhattan Bank N.A.,
New York, NY owned approximately 143,196,305 Shares (21.39%); Fiduciary Trust
Co. International, New York, NY owned approximately 191,629,600 Shares (28.62%);
BancFirst, Oklahoma City, OK owned approximately 37,728,092 Shares (5.64%); and
Turtle & Co., Boston, MA owned approximately 58,979,344 Shares (8.81%).



Tax Information

FEDERAL INCOME TAX

The Fund intends to meet requirements of Subchapter M of the Internal Revenue
Code applicable to regulated investment companies. If these requirements are not
met, it will not receive special tax treatment and will pay federal income tax.

The Fund will be treated as a single, separate entity for federal income tax
purposes so that income earned and capital gains and losses realized by the
Trust's other portfolios will be separate from those realized by the Fund.

Who Manages and Provides Services to the Fund?

BOARD OF TRUSTEES



The Board is responsible for managing the Trust's business affairs and for
exercising all the Trust's powers except those reserved for the shareholders.
Information about each Board member is provided below and includes each
person's: name, address, birth date, present position(s) held with the Trust,
principal occupations for the past five years and positions held prior to the
past five years, total compensation received as a Trustee from the Trust for its
most recent fiscal year, and the total compensation received from the Federated
Fund Complex for the most recent calendar year. The Trust is comprised of
fifteen funds and The Federated Fund Complex is comprised of 56 investment
companies, whose investment advisers are affiliated with the Trust's Adviser.

As of August 6, 1999, the Fund's Board and Officers as a group owned less than
1% of the Fund's outstanding Shares.

An asterisk (*) denotes a Trustee who is deemed to be an interested person as
defined in the Investment Company Act of 1940. A pound sign (#) denotes a Member
of the Board's Executive Committee, which handles the Board's responsibilities
between its meetings.

<TABLE>
<CAPTION>

NAME                                                                                                 TOTAL
BIRTH DATE                                                                            AGGREGATE      COMPENSATION
ADDRESS                            PRINCIPAL OCCUPATIONS                              COMPENSATION   FROM TRUST
POSITION WITH TRUST                FOR PAST FIVE YEARS                                FROM TRUST     AND FUND COMPLEX
<S>                                <C>                                                <C>            <C>

JOHN F. DONAHUE*+                  Chief Executive Officer                                      $0   $0 for the
Birth Date: July 28, 1924          and Director or Trustee of                                        Trust and
Federated Investors Tower          the Federated Fund                                                54 other investment companies
1001 Liberty Avenue                Complex; Chairman and                                             in the Fund Complex
Pittsburgh, PA                     Director, Federated
CHAIRMAN AND TRUSTEE               Investors, Inc.; Chairman
                                   and Trustee, Federated Investment Management
                                   Company; Chairman and Director, Federated
                                   Investment Counseling, and Federated Global
                                   Investment Management Corp.; Chairman,
                                   Passport Research, Ltd.

THOMAS G. BIGLEY                   Director or Trustee of the Federated Fund               $18,351   $113,860.22 for the
Birth Date: February 3, 1934       Complex; Director, Member of Executive                            Trust and
15 Old Timber Trail                Committee, Children's Hospital of Pittsburgh;                     54 other investment companies
Pittsburgh, PA                     Director, Robroy Industries, Inc. (coated steel                   in the Fund Complex
TRUSTEE                            conduits/computer storage equipment);
                                   formerly: Senior Partner, Ernst & Young LLP;
                                   Director, MED 3000 Group, Inc. (physician
                                   practice management); Director, Member of
                                   Executive Committee, University of Pittsburgh.

JOHN T. CONROY, JR.                Director or Trustee of the Federated Fund               $20,189   $125,264.48 for the
Birth Date: June 23, 1937          Complex; President, Investment Properties                         Trust and
Wood/Commercial Dept.              Corporation; Senior Vice President,                               54 other investment companies
John R. Wood Associates,           John R. Wood and Associates, Inc., Realtors;                      in the Fund Complex
Inc. Realtors                      Partner or Trustee in private real estate ventures

3255 Tamiami Trail North           in Southwest Florida; formerly: President,
Naples, FL                         Naples Property Management, Inc. and
TRUSTEE                            Northgate Village Development Corporation.

JOHN F. CUNNINGHAM++               Director or Trustee of some of the Federated                 $0   $0 for the
Birth Date: March 5, 1943          Fund Complex; Chairman, President and Chief                       Trust and
353 El Brillo Way                  Executive Officer, Cunningham & Co., Inc.                         26 other investment
Palm Beach, FL                     (strategic business consulting); Trustee                          companies in the Fund Complex
TRUSTEE                            Associate, Boston College; Director, EMC
                                   Corporation (computer storage systems);
                                   formerly: Director, Redgate Communications.
                                   Previous Positions: Chairman of the Board and
                                   Chief Executive Officer, Computer Consoles,
                                   Inc.; President and Chief Operating Officer,
                                   Wang Laboratories; Director, First National
                                   Bank of Boston; Director, Apollo Computer, Inc.

LAWRENCE D. ELLIS, M.D.*           Director or Trustee of the Federated Fund               $18,351   $113,860.22 for the
Birth Date: October 11, 1932       Complex; Professor of Medicine, University of                     Trust and
3471 Fifth Avenue                  Pittsburgh; Medical Director, University of                       54 other investment companies
Suite 1111                         Pittsburgh Medical Center-Downtown;                               in the Fund Complex
Pittsburgh, PA                     Hematologist, Oncologist, and Internist,
TRUSTEE                            University of Pittsburgh Medical Center;

                                   Member, National Board of Trustees, Leukemia
                                   Society of America.

PETER E. MADDEN                    Director or Trustee of the Federated Fund               $18,351   $113,860.22 for the
Birth Date: March 16, 1942         Complex; formerly: Representative,                                Trust and
One Royal Palm Way                 Commonwealth of Massachusetts General                             54 other investment companies
100 Royal Palm Way                 Court; President, State Street Bank and Trust                     in the Fund Complex
Palm Beach, FL                     Company and State Street Corporation.

TRUSTEE

                                   Previous Positions: Director, VISA USA and
                                   VISA International; Chairman and Director,
                                   Massachusetts Bankers Association; Director,
                                   Depository Trust Corporation; Director, The
                                   Boston Stock Exchange.

<CAPTION>

NAME                                                                                                 TOTAL
BIRTH DATE                                                                            AGGREGATE      COMPENSATION
ADDRESS                            PRINCIPAL OCCUPATIONS                              COMPENSATION   FROM TRUST
POSITION WITH TRUST                FOR PAST FIVE YEARS                                FROM TRUST     AND FUND COMPLEX
<S>                                <C>                                                <C>            <C>

CHARLES F. MANSFIELD, JR.++        Director or Trustee of some                                  $0   $0 for the Trust
Birth Date: April 10, 1945         of the Federated Fund                                             and 26 other
80 South Road                      Complex; Management                                               investment companies
Westhampton Beach, NY              Consultant.                                                       In the Fund Complex
TRUSTEE                            Previous Positions: Chief
                                   Executive Officer, PBTC International Bank;
                                   Partner, Arthur Young & Company (now Ernst &
                                   Young LLP); Chief Financial Officer of Retail
                                   Banking Sector, Chase Manhattan Bank; Senior
                                   Vice President, Marine Midland Bank; Vice
                                   President, Citibank; Assistant Professor of
                                   Banking and Finance, Frank G. Zarb School of
                                   Business, Hofstra University.

JOHN E. MURRAY, JR., J.D., S.J.D.  Director or Trustee of the Federated Fund               $18,351   $113,860.22 for the
Birth Date: December 20, 1932      Complex; President, Law Professor, Duquesne                       Trust and
President, Duquesne University     University; Consulting Partner, Mollica &                         54 other investment companies
Pittsburgh, PA                     Murray; Director, Michael Baker Corp.                             in the Fund Complex
TRUSTEE                            (engineering, construction, operations, and
                                   technical services).

                                   Previous Positions: Dean and Professor of Law,
                                   University of Pittsburgh School of Law; Dean
                                   and Professor of Law, Villanova University

                                   School of Law.

MARJORIE P. SMUTS                  Director or Trustee of the Federated Fund               $18,351   $113,860.22 for the
Birth Date: June 21, 1935          Complex; Public Relations/Marketing/                              Trust and
4905 Bayard Street                 Conference Planning.                                              54 other investment companies
Pittsburgh, PA                     Previous Positions: National Spokesperson,                        in the Fund Complex
TRUSTEE                            Aluminum Company of America; television
                                   producer; business owner.

JOHN S. WALSH++                    Director or Trustee of some of the Federated                 $0   $0 for the Trust and
Birth Date: November 28, 1957      Fund Complex; President and Director, Heat                        23 other investment companies
2007 Sherwood Drive                Wagon, Inc. (manufacturer of construction                         in the Fund Complex
Valparaiso, IN                     temporary heaters); President and Director,
TRUSTEE                            Manufacturers Products, Inc. (distributor of

                                   portable construction heaters); President,
                                   Portable Heater Parts, a division of
                                   Manufacturers Products, Inc.; Director, Walsh &
                                   Kelly, Inc. (heavy highway contractor); formerly:
                                   Vice President, Walsh & Kelly, Inc.

J. CHRISTOPHER DONAHUE+            President or Executive Vice President of the                 $0   $0 for the
Birth Date: April 11, 1949         Federated Fund Complex; Director or Trustee of                    Trust and
Federated Investors Tower          some of the Funds in the Federated Fund                           16 other investment companies
1001 Liberty Avenue                Complex; President and Director, Federated                        in the Fund Complex
Pittsburgh, PA                     Investors, Inc.; President and Trustee, Federated
PRESIDENT                          Investment Management Company; President
                                   and Director, Federated Investment Counseling
                                   and Federated Global Investment Management
                                   Corp.; President, Passport Research, Ltd.;
                                   Trustee, Federated Shareholder Services
                                   Company; Director, Federated Services

                                   Company.

EDWARD C. GONZALES                 Trustee or Director of some of the Funds in the              $0   $0 for the Trust
Birth Date: October 22, 1930       Federated Fund Complex; President, Executive                      and 1 other investment
Federated Investors Tower          Vice President and Treasurer of some of the                       company in the
1001 Liberty Avenue                Funds in the Federated Fund Complex; Vice                         Fund Complex
Pittsburgh, PA                     Chairman, Federated Investors, Inc.; Vice
EXECUTIVE VICE PRESIDENT           President, Federated Investment Management
                                   Company and Federated Investment
                                   Counseling, Federated Global Investment
                                   Management Corp. and Passport Research,
                                   Ltd.; Executive Vice President and Director,
                                   Federated Securities Corp.; Trustee, Federated
                                   Shareholder Services Company.

JOHN W. MCGONIGLE                  Executive Vice President and Secretary of the                $0   $0 for the
Birth Date: October 26, 1938       Federated Fund Complex; Executive Vice                            Trust and
Federated Investors Tower          President, Secretary, and Director, Federated                     54 other investment companies
1001 Liberty Avenue                Investors, Inc.; Trustee, Federated Investment                    in the Fund Complex
Pittsburgh, PA                     Management Company; Director, Federated
EXECUTIVE VICE PRESIDENT           Investment Counseling and Federated Global
and SECRETARY                      Investment Management Corp.; Director,
                                   Federated Services Company; Director,
                                   Federated Securities Corp.

RICHARD J. THOMAS                  Treasurer of the Federated Fund Complex; Vice                $0   $0 for the
Birth Date: June 17, 1954          President-Funds Financial Services Division,                      Trust and
Federated Investors Tower          Federated Investors, Inc.; formerly: various                      54 other investment companies
1001 Liberty Avenue                management positions within Funds Financial                       in the Fund Complex
Pittsburgh, PA                     Services Division of Federated Investors, Inc.
TREASURER

<CAPTION>

NAME                                                                                                 TOTAL
BIRTH DATE                                                                            AGGREGATE      COMPENSATION
ADDRESS                            PRINCIPAL OCCUPATIONS                              COMPENSATION   FROM TRUST
POSITION WITH TRUST                FOR PAST FIVE YEARS                                FROM TRUST     AND FUND COMPLEX
<S>                                <C>                                                <C>            <C>

RICHARD B. FISHER                  President or Vice                                            $0   $0 for the Trust and
Birth Date: May 17, 1923           President of some of the                                          6 other investment
Federated Investors Tower          Funds in the Federated Fund                                       companies in the Fund Complex
1001 Liberty Avenue                Complex; Director or
Pittsburgh, PA                     Trustee of some of the
VICE PRESIDENT                     Funds in the Federated Fund
                                   Complex; Executive Vice
                                   President, Federated
                                   Investors, Inc.; Chairman
                                   and Director, Federated
                                   Securities Corp.

WILLIAM D. DAWSON, III             Chief Investment Officer of this Fund and                    $0   $0 for the Trust and
Birth Date: March 3, 1949          various other Funds in the Federated Fund                         41 other investment
Federated Investors Tower          Complex; Executive Vice President, Federated                      companies in the Fund Complex
1001 Liberty Avenue                Investment Counseling, Federated Global
Pittsburgh, PA                     Investment Management Corp., Federated
CHIEF INVESTMENT OFFICER           Investment Management Company and
                                   Passport Research, Ltd.; Registered
                                   Representative, Federated Securities Corp.;
                                   Portfolio Manager, Federated Administrative
                                   Services; Vice President, Federated
                                   Investors, Inc.; formerly: Executive Vice
                                   President and Senior Vice President,
                                   Federated Investment Counseling Institutional
                                   Portfolio Management Services Division;
                                   Senior Vice President, Federated Investment
                                   Management Company and Passport Research,
                                   Ltd.

DEBORAH A. CUNNINGHAM              Deborah A. Cunningham has been the Fund's                    $0   $0 for the Trust and
Birth Date: September 15, 1959     portfolio manager since January 1994.                             6 other investment
Federated Investors Tower          Ms. Cunningham joined Federated in 1981 and                       companies in the Fund Complex
1001 Liberty Avenue                has been a Senior Portfolio Manager and a
Pittsburgh, PA                     Senior Vice President of the Fund's Adviser
VICE PRESIDENT                     since 1997. Ms. Cunningham served as a
                                   Portfolio Manager and a Vice President of the
                                   Adviser from 1993 until 1996. Ms. Cunningham
                                   is a Chartered Financial Analyst and received
                                   her M.S.B.A. in Finance from
                                   Robert Morris College.

SUSAN R. HILL                      Susan R. Hill has been the Fund's portfolio                  $0   $0 for the Trust and
Birth Date: June 20, 1963          manager since July 1993. She is Vice President                    9 other investment
Federated Investors Tower          of the Trust. Ms. Hill joined Federated in 1990                   companies in the Fund Complex
1001 Liberty Avenue                and has been a Portfolio Manager since 1993
Pittsburgh, PA                     and a Vice President of the Fund's Adviser since
VICE PRESIDENT                     1997. Ms. Hill was a Portfolio Manager and an

                                   Assistant Vice President of the Adviser from
                                   1994 until 1997. Ms. Hill is a Chartered Financial
                                   Analyst and received an M.S. in Industrial
                                   Administration from Carnegie Mellon University.

</TABLE>

+ Mr. Donahue is the father of J. Christopher Donahue, President of the
Trust.

++ Messrs. Cunningham, Mansfield and Walsh became members of the Board of
Trustees on January 1, 1999. They did not earn any fees for serving the Fund
Complex since these fees are reported as of the end of the last calendar year.
They did not receive any fees as of the fiscal year end of the Trust.



INVESTMENT ADVISER

The Adviser conducts investment research and makes investment decisions for the
Fund.

The Adviser is a wholly owned subsidiary of Federated.

The Adviser shall not be liable to the Trust or any Fund shareholder for any
losses that may be sustained in the purchase, holding, or sale of any security
or for anything done or omitted by it, except acts or omissions involving
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.

OTHER RELATED SERVICES

Affiliates of the Adviser may, from time to time, provide certain electronic
equipment and software to institutional customers in order to facilitate the
purchase of Fund Shares offered by the Distributor.

BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. The Adviser will generally use those who are recognized dealers in
specific portfolio instruments, except when a better price and execution of the
order can be obtained elsewhere. In selecting among firms believed to meet these
criteria, the Adviser may give consideration to those firms which have sold or
are selling Shares of the Fund and other funds distributed by the Distributor
and its affiliates. The Adviser makes decisions on portfolio transactions and
selects brokers and dealers subject to review by the Fund's Board.



Investment decisions for the Fund are made independently from those of other
accounts managed by the Adviser. When the Fund and one or more of those accounts
invests in, or disposes of, the same security, available investments or
opportunities for sales will be allocated among the Fund and the account(s) in a
manner believed by the Adviser to be equitable. While the coordination and
ability to participate in volume transactions may benefit the Fund, it is
possible that this procedure could adversely impact the price paid or received
and/or the position obtained or disposed of by the Fund.



ADMINISTRATOR

Federated Services Company, a subsidiary of Federated, provides administrative
personnel and services (including certain legal and financial reporting
services) necessary to operate the Fund. Federated Services Company provides
these at the following annual rate of the average aggregate daily net assets of
all Federated Funds as specified below:



MAXIMUM AVERAGE AGGREGATE DAILY ADMINISTRATIVE FEE NET ASSETS OF THE FEDERATED
FUNDS 0.150 of 1% on the first $250 million 0.125 of 1% on the next $250 million
0.100 of 1% on the next $250 million 0.075 of 1% on assets in excess of $750
million



The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of Shares.
Federated Services Company may voluntarily waive a portion of its fee and may
reimburse the Fund for expenses.

Federated Services Company also provides certain accounting and recordkeeping
services with respect to the Fund's portfolio investments for a fee based on
Fund assets plus out-of-pocket expenses.

CUSTODIAN

State Street Bank and Trust Company, Boston, Massachusetts, is custodian for the
securities and cash of the Fund. Foreign instruments purchased by the Fund are
held by foreign banks participating in a network coordinated by State Street
Bank.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Services Company, through its registered transfer agent subsidiary,
Federated Shareholder Services Company, maintains all necessary shareholder
records. The Fund pays the transfer agent a fee based on the size, type, and
number of accounts and transactions made by

shareholders.



INDEPENDENT AUDITORS

The independent auditor for the Fund, Ernst & Young LLP, plans and performs its
audit so that it may provide an opinion as to whether the Fund's financial
statements and financial highlights are free of material misstatement.

FEES PAID BY THE FUND FOR SERVICES

FOR THE YEAR ENDED APRIL 30          1999            1998            1997
Advisory Fee Earned           $ 3,993,987     $ 3,249,526     $ 3,065,198
Advisory Fee Reduction          2,141,800       1,779,134       1,792,822
Brokerage Commissions                   0              0                0
Administrative Fee                602,293         490,403         463,179
SHAREHOLDER SERVICES FEE        1,996,993               -               -

For the fiscal years ended April 30, 1999, 1998 and 1997, fees paid by the Fund
for services are prior to the Fund's reorganization as a portfolio of the Trust
on September 3, 1999.

How Does the Fund Measure Performance?



The Fund may advertise Share performance by using the SEC's standard method for
calculating performance applicable to all mutual funds. The SEC also permits
this standard performance information to be accompanied by non-standard
performance information.



The performance of Shares depends upon such variables as: portfolio quality;
average portfolio maturity; type and value of portfolio securities; changes in
interest rates; changes or differences in the Fund's or any class of Shares'
expenses; and various other factors.



Share performance fluctuates on a daily basis largely because net earnings
fluctuate daily. Both net earnings and offering price per Share are factors in
the computation of yield and total return.

AVERAGE ANNUAL TOTAL RETURNS AND YIELD

Total returns given for the one-year, five-year and Start of Performance periods
ended April 30, 1999.

Yield and Effective Yield given for the 7-day period ended April 30, 1999.



Performance of the Fund shown is prior to its reorganization as a portfolio of
the Trust on September 3, 1999.

                   7-DAY                      START OF PERFORMANCE
                  PERIOD   1 YEAR   5 YEARS   ON FEBRUARY 2, 1990

Total Return      NA       4.75%    4.93%     4.79%
Yield             4.27%    NA       NA        NA
Effective Yield   4.36%    NA       NA        NA

TOTAL RETURN



Total return represents the change (expressed as a percentage) in the value of
Shares over a specific period of time, and includes the investment of income and
capital gains distributions.

The average annual total return for Shares is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of Shares owned at the end of the period by
the NAV per Share at the end of the period. The number of Shares owned at the
end of the period is based on the number of Shares purchased at the beginning of
the period with $1,000, less any applicable sales charge, adjusted over the
period by any additional Shares, assuming the annual reinvestment of all
dividends and distributions.

YIELD

The yield of Shares is based upon the seven days ending on the day of the
calculation, called the "base period." This yield is calculated by: determining
the net change in the value of a hypothetical account with a balance of one
Share at the beginning of the base period, with the net change excluding capital
changes but including the value of any additional Shares purchased with
dividends earned from the original one Share and all dividends declared on the
original and any purchased Shares; dividing the net change in the account's
value by the value of the account at the beginning of the base period to
determine the base period return; and multiplying the base period return by
365/7. The effective yield is calculated by compounding the unannualized
base-period return by: adding one to the base-period return, raising the sum to
the 365/7th power; and subtracting one from the result.

To the extent investment professionals and broker/dealers charge fees in
connection with services provided in conjunction with an investment in Shares,
the Share performance is lower for shareholders paying those fees.

PERFORMANCE COMPARISONS

Advertising and sales literature may include:

* references to ratings, rankings, and financial publications and/or
performance comparisons of Shares to certain indices;

* charts, graphs and illustrations using the Fund's returns, or returns in
general, that demonstrate investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment;



* discussions of economic, financial and political developments and their impact
on the securities market, including the portfolio manager's views on how such
developments could impact the Fund; and



* information about the mutual fund industry from sources such as the Investment
Company Institute.

The Fund may compare its performance, or performance for the types of securities
in which it invests, to a variety of other investments, including federally
insured bank products such as bank savings accounts, certificates of deposit,
and Treasury bills.

The Fund may quote information from reliable sources regarding individual
countries and regions, world stock exchanges, and economic and demographic
statistics.

You may use financial publications and/or indices to obtain a more complete view
of Share performance. When comparing performance, you should consider all
relevant factors such as the composition of the index used, prevailing market
conditions, portfolio compositions of other funds, and methods used to value
portfolio securities and compute offering price. The financial publications
and/or indices which the Fund uses in advertising may include:



LIPPER ANALYTICAL SERVICES, INC.



Lipper Analytical Services, Inc. ranks funds in various fund categories
based on total return, which assumes the reinvestment of all income
dividends and capital gains distributions, if any.



IBC/DONOGHUE'S MONEY FUND REPORT



IBC/Donoghue's Money Fund Report publishes annualized yields of money market
funds weekly. Donoghue's Money Market Insight publication reports monthly and
12-month-to-date investment results for the same money funds.



MONEY



Money, a monthly magazine, regularly ranks money market funds in various
categories based on the latest available seven-day effective yield.



SALOMON 30-DAY TREASURY BILL INDEX



Salomon 30-Day Treasury Bill Index is a weekly quote of the most representative
yields for selected securities, issued by the U.S. Treasury, maturing in 30
days.



DISCOUNT CORPORATION OF NEW YORK 30-DAY FEDERAL AGENCIES



Discount Corporation of New York 30-Day Federal Agencies is a weekly quote of
the average daily offering price for selected federal agency issues maturing in
30 days.

Who is Federated Investors, Inc.?

Federated is dedicated to meeting investor needs by making structured,
straightforward and consistent investment decisions. Federated investment
products have a history of competitive performance and have gained the
confidence of thousands of financial institutions and individual investors.

Federated's disciplined investment selection process is rooted in sound
methodologies backed by fundamental and technical research. At Federated,
success in investment management does not depend solely on the skill of a single
portfolio manager. It is a fusion of individual talents and state- of-the-art
industry tools and resources. Federated's investment process involves teams of
portfolio managers and analysts, and investment decisions are executed by
traders who are dedicated to specific market sectors and who handle trillions of
dollars in annual trading volume.

FEDERATED FUNDS OVERVIEW

MUNICIPAL FUNDS

In the municipal sector, as of December 31, 1998, Federated managed 10 bond
funds with approximately $2.2 billion in assets and 23 money market funds with
approximately $12.5 billion in total assets. In 1976, Federated introduced one
of the first municipal bond mutual funds in the industry and is now one of the
largest institutional buyers of municipal securities. The Funds may quote
statistics from organizations including The Tax Foundation and the National
Taxpayers Union regarding the tax obligations of Americans.

EQUITY FUNDS

In the equity sector, Federated has more than 28 years' experience. As of
December 31, 1998, Federated managed 27 equity funds totaling approximately
$14.9 billion in assets across growth, value, equity income, international,
index and sector (i.e. utility) styles. Federated's value- oriented management
style combines quantitative and qualitative analysis and features a structured,
computer-assisted composite modeling system that was developed in the 1970s.

CORPORATE BOND FUNDS

In the corporate bond sector, as of December 31, 1998, Federated managed 9 money
market funds and 15 bond funds with assets approximating $22.8 billion and $7.1
billion, respectively. Federated's corporate bond decision making-based on
intensive, diligent credit analysis-is backed by over 26 years of experience in
the corporate bond sector. In 1972, Federated introduced one of the first
high-yield bond funds in the industry. In 1983, Federated was one of the first
fund managers to participate in the asset-backed securities market, a market
totaling more than $209 billion.

GOVERNMENT FUNDS

In the government sector, as of December 31, 1998, Federated managed 9
mortgage-backed, 5 government/agency and 19 government money market mutual
funds, with assets approximating $5.3 billion, $1.8 billion and $41.6 billion,
respectively. Federated trades approximately $425 million in U.S. government and
mortgage-backed securities daily and places approximately $25 billion in
repurchase agreements each day. Federated introduced the first U.S. government
fund to invest in U.S. government bond securities in 1969. Federated has been a
major force in the short- and intermediate-term government markets since 1982
and currently manages approximately $43.2 billion in government funds within
these maturity ranges.

MONEY MARKET FUNDS

In the money market sector, Federated gained prominence in the mutual fund
industry in 1974 with the creation of the first institutional money market fund.
Simultaneously, the company pioneered the use of the amortized cost method of
accounting for valuing shares of money market funds, a principal means used by
money managers today to value money market fund shares. Other innovations
include the first institutional tax-free money market fund. As of December 31,
1998, Federated managed more than $76.7 billion in assets across 52 money market
funds, including 19 government, 9 prime and 23 municipal with assets
approximating $41.6 billion, $22.8 billion and $12.5 billion, respectively.

The Chief Investment Officers responsible for oversight of the various
investment sectors within Federated are: U.S. equity and high yield-
J. Thomas Madden; U.S. fixed income-William D. Dawson, III; and global
equities and fixed income-Henry A. Frantzen. The Chief Investment Officers
are Executive Vice Presidents of the Federated advisory companies.

MUTUAL FUND MARKET

Thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $5 trillion to the more than 7,300 funds available,
according to the Investment Company Institute.

FEDERATED CLIENTS OVERVIEW

Federated distributes mutual funds through its subsidiaries for a variety of
investment purposes. Specific markets include:

INSTITUTIONAL CLIENTS

Federated meets the needs of approximately 900 institutional clients nationwide
by managing and servicing separate accounts and mutual funds for a variety of
purposes, including defined benefit and defined contribution programs, cash
management, and asset/liability management. Institutional clients include
corporations, pension funds, tax exempt entities, foundations/endowments,
insurance companies, and investment and financial advisers. The marketing effort
to these institutional clients is headed by John B. Fisher, President,
Institutional Sales Division, Federated Securities Corp.

BANK MARKETING

Other institutional clients include more than 1,600 banks and trust
organizations. Virtually all of the trust divisions of the top 100 bank holding
companies use Federated Funds in their clients' portfolios. The marketing effort
to trust clients is headed by Timothy C. Pillion, Senior Vice President, Bank
Marketing & Sales.

BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES

Federated Funds are available to consumers through major brokerage firms
nationwide-we have over 2,200 broker/dealer and bank broker/dealer relationships
across the country-supported by more wholesalers than any other mutual fund
distributor.

Federated's service to financial professionals and institutions has earned it
high ratings in several surveys performed by DALBAR, Inc. DALBAR is recognized
as the industry benchmark for service quality measurement. The marketing effort
to these firms is headed by James F. Getz, President, Broker/Dealer Sales
Division, Federated Securities Corp.

Financial Information

The Financial Statements for the Fund for the fiscal year ended April 30, 1999,
are incorporated herein by reference to the Annual Report to Shareholders of
Automated Government Cash Reserves dated April 30, 1999.

Addresses

AUTOMATED GOVERNMENT CASH RESERVES

Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

DISTRIBUTOR

Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

INVESTMENT ADVISER

Federated Investment Management Company
Federated Investors Tower
1001 Liberty Avenue

Pittsburgh, PA 15222-3779

CUSTODIAN

State Street Bank and Trust Company
P.O. Box 8600

Boston, MA 02266-8600

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Shareholder Services Company
P.O. Box 8600

Boston, MA 02266-8600



INDEPENDENT AUDITORS



Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116-5072

PROSPECTUS

Automated Treasury Cash Reserves

A Portfolio of Money Market Obligations Trust

A money market mutual fund seeking current income consistent with stability of
principal and liquidity by investing only in a portfolio of U.S. Treasury
securities maturing in 397 days or less.

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus, and any representation to the contrary is a criminal offense.


AUGUST 31, 1999



CONTENTS


Risk/Return Summary  1

What are the Fund's Fees and Expenses?  3
What are the Fund's Investment Strategies?  4

What are the Principal Securities in Which the Fund Invests?  4
What are the Specific Risks of Investing in the Fund?  4
What Do Shares Cost?  5
How is the Fund Sold?  5
How to Purchase Shares  5
How to Redeem Shares  6
Account and Share Information  8
Who Manages the Fund?  9
Financial Information  9


Risk/Return Summary

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?



The Fund is a money market fund that seeks to maintain a stable net asset value
of $1.00 per share. The Fund's investment objective is current income consistent
with stability of principal and liquidity. While there is no assurance that the
Fund will achieve its investment objective, it endeavors to do so by following
the strategies and policies described in this prospectus.

WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?

The Fund invests only in a portfolio of U.S. Treasury securities maturing in 397
days or less that pay interest exempt from state personal income tax. The
dollar-weighted average maturity of the Fund's portfolio will be 90 days or
less.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?



All mutual funds take investment risks. Therefore, even though the Fund is a
money market fund that seeks to maintain a stable net asset value, it is
possible to lose money by investing in the Fund.

The Shares offered by this prospectus are not deposits or obligations of any
bank, are not endorsed or guaranteed by any bank and are not insured or
guaranteed by the U.S. government, the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other government agency.

RISK/RETURN BAR CHART AND TABLE

[Graphic]



The Bar Chart and Performance Table reflect historical performance data for
Automated Treasury Cash Reserves (the "Former Fund") prior to its reorganization
into the Fund, which is a newly created portfolio of Money Market Obligations
Trust (the "Trust"). On the date of the reorganization, September 3, 1999, the
Former Fund was dissolved and its net assets (inclusive of liabilities recorded
on the Former Fund's records) were transferred to the Fund.

Historically, the Former Fund has maintained a constant $1.00 net asset
value per share. The bar chart shows the variability of the Former Fund's
total returns on a calendar year-end basis.


The Former Fund's Shares were not sold subject to a sales charge (load). The
total returns displayed above are based upon the net asset value.



The Former Fund's total return for the six-month period from January 1, 1999 to
June 30, 1999 was 2.00%.



Within the period shown in the Chart, the Former Fund's highest quarterly return
was 1.32% (quarter ended June 30, 1995). Its lowest quarterly return was 0.61%
(quarter ended June 30, 1993).

AVERAGE ANNUAL TOTAL RETURN TABLE

The following table represents the Fund's Average Annual Total Returns for the
calendar periods ending December 31, 1998.

CALENDAR PERIOD          FUND
1 Year                   4.65%
5 Years                  4.58%
Start of Performance 1   4.12%

1 The Former Fund's start of performance date was August 9, 1991.

The Former Fund's 7-Day Net Yield as of December 31, 1998 was 3.94%.

Investors may call the Fund at 1-800-341-7400 to acquire the current 7-Day Net
Yield.

Past performance does not necessarily predict future performance. This
information provides you with historical performance information so that you can
analyze whether the Fund's investment risks are balanced by its potential
rewards.

What are the Fund's Fees and Expenses?

AUTOMATED TREASURY CASH RESERVES

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.

<TABLE>
<CAPTION>

SHAREHOLDER FEES

<S>                                                                                  <C>
Fees Paid Directly From
Your Investment
Maximum Sales Charge
(Load) Imposed on
Purchases (as a percentage
of offering price)                                                                   None
Maximum Deferred Sales
Charge (Load) (as a
percentage of original
purchase price or
redemption proceeds,
as applicable)                                                                       None
Maximum Sales Charge
(Load) Imposed on
Reinvested Dividends (and
other Distributions)
(as a percentage of
offering price)                                                                      None
Redemption Fee (as a
percentage of amount
redeemed, if applicable)                                                             None
Exchange Fee                                                                         None
<CAPTION>

<S>                                                                                  <C>
ANNUAL FUND OPERATING

EXPENSES (Before Waivers) 1 Expenses That are Deducted From Fund Assets (as a
percentage of average net assets)

Management Fee 2                                                                     0.50%
Distribution (12b-1) Fee                                                             None
Shareholder Services Fee 3                                                           0.25%
Other Expenses                                                                       0.14%
Total Annual Fund
Operating Expenses 4                                                                 0.89%

1 Although not contractually obligated to do so, the adviser and shareholder
services provider expect to waive certain amounts during the fiscal year ending
April 30, 2000. These are shown below along with the net expenses the Fund
expects to actually pay for the fiscal year ending April 30, 2000.

Total Waivers of Fund

Expenses                                                                             0.30%

Total Actual Annual Fund
Operating Expenses (after

waivers)                                                                             0.59%

2 The adviser expects to voluntarily waive a portion of the management fee. The
adviser can terminate this anticipated voluntary waiver at any time. The
management fee paid by the Fund (after the anticipated voluntary waiver) is
expected to be 0.23% for the fiscal year ending April 30, 2000.

3 The shareholder services provider expects to waive a portion of the Fund's
shareholder services fee. The shareholder services provider can terminate this
anticipated voluntary waiver at any time. The shareholder services fee paid by
the Fund (after the anticipated voluntary waiver) is expected to be 0.22% for
the fiscal year ending April 30, 2000.

4 For the fiscal year ended April 30, 1999, prior to the reorganization of
Automated Treasury Cash Reserves, the Former Fund, as a portfolio of Money
Market Obligations Trust, the Total Annual Fund Operating Expenses and Total
Actual Annual Fund Operating Expenses (after waivers) were 0.89% and 0.59%,
respectively. </TABLE>

EXAMPLE



This Example is intended to help you compare the cost of investing in the Fund's
Shares with the cost of investing in other mutual funds.



The Example assumes that you invest $10,000 in the Fund's Shares for the time
periods indicated and then redeem all of your Shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year
and that the Fund's Shares operating expenses are BEFORE WAIVERS as estimated in
the table and remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:


1 Year    $   91
3 Years   $  284
5 Years   $  493
10 Years  $1,096



What are the Fund's Investment Strategies?



The Fund invests only in a portfolio of U.S. Treasury securities maturing in 397
days or less that pay interest exempt from state personal income tax. The
dollar-weighted average maturity of the Fund's portfolio will be 90 days or
less.

The adviser targets a dollar-weighted average portfolio maturity range based
upon its interest rate outlook. The adviser formulates its interest rate outlook
by analyzing a variety of factors, such as:

* current U.S. economic activity and the economic outlook,
* current short-term interest rates,
* the Federal Reserve Board's policies regarding short-term interest
rates, and

* the potential effects of foreign economic activity on U.S. short-term
interest rates.



The adviser generally shortens the portfolio's dollar-weighted average maturity
when it expects interest rates to rise and extends the maturity when it expects
interest rates to fall. The adviser selects securities used to shorten or extend
the portfolio's dollar-weighted average maturity by comparing the returns
currently offered by different investments to their historical and expected
returns.

What are the Principal Securities in Which the Fund Invests?

U.S. TREASURY SECURITIES

U.S. Treasury securities are direct obligations of the federal government
of the United States. U.S. Treasury securities pay interest, dividends or
distributions at a specified rate. The rate may be a fixed percentage of
the principal or adjusted periodically. In addition, the U.S. Treasury
must repay the principal amount of the security, normally within a
specified time.

What are the Specific Risks of Investing in the Fund?

Although there are many factors that may affect an investment in the Fund, the
principal risk of investing in a U.S. Treasury money market fund is described
below.

INTEREST RATE RISKS

Prices of fixed income securities rise and fall in response to changes in the
interest rate paid by similar securities. Generally, when interest rates rise,
prices of fixed income securities fall. However, market factors, such as the
demand for particular fixed income securities, may cause the price of certain
fixed income securities to fall while the prices of other securities rise or
remain unchanged.

Interest rate changes have a greater effect on the price of fixed income
securities with longer maturities. Money market funds try to minimize this risk
by purchasing short-term securities.

What Do Shares Cost?

You can purchase or redeem Shares any day the New York Stock Exchange (NYSE) is
open. The Fund attempts to stabilize the net asset value (NAV) of its Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
Fund cannot guarantee that its NAV will always remain at $1.00 per Share. The
Fund does not charge a front-end sales charge. NAV is determined at 12:00 noon
and 1:00 p.m. (Eastern time) and as of the end of regular trading (normally 4:00
p.m. Eastern time) each day the NYSE is open.

The required minimum initial investment for Fund Shares is $25,000. There is no
required minimum subsequent investment amount.

An account may be opened with a smaller amount as long as the $25,000 minimum is
reached within 90 days. An institutional investor's minimum investment is
calculated by combining all accounts it maintains with the Fund. Accounts
established through investment professionals may be subject to a smaller minimum
investment amount. Keep in mind that investment professionals may charge you
fees for their services in connection with your Share transactions.

How is the Fund Sold?



The Fund's Distributor, Federated Securities Corp., markets the Shares described
in this prospectus to institutional investors, such as banks, fiduciaries,
custodians of public funds, corporations, unions, hospitals, insurance companies
and municipalities, or individuals, directly or through investment
professionals.

The Distributor and its affiliates may pay out of their assets other
amounts (including items of material value) to investment professionals
for marketing and servicing Shares. The Distributor is a subsidiary of
Federated Investors, Inc. (Federated).

How to Purchase Shares

You may purchase Shares through an investment professional or directly from the
Fund. The Fund reserves the right to reject any request to purchase Shares.

THROUGH AN INVESTMENT PROFESSIONAL

* Establish an account with the investment professional; and



* Submit your purchase order to the investment professional before 2:00 p.m.
(Eastern time). You will receive that day's dividend if the investment
professional forwards the order to the Fund and the Fund receives payment by
2:00 p.m. (Eastern time). You will become the owner of Shares and receive
dividends when the Fund receives your payment.



Investment professionals should send payments according to the instructions in
the sections "By Wire" or "By Check."

DIRECTLY FROM THE FUND

* Establish your account with the Fund by submitting a completed New Account
Form; and * Send your payment to the Fund by Federal Reserve wire or check.

You will become the owner of Shares after the Fund receives your wire or your
check. If your check does not clear, your purchase will be canceled and you
could be liable for any losses or fees the Fund or its transfer agent incurs.

An institution may establish an account and place an order by calling the Fund
and will become a shareholder after the Fund receives the order.

BY WIRE

Send your wire to:

State Street Bank and Trust Company
Boston, MA
Dollar Amount of Wire

ABA Number 011000028
Attention: EDGEWIRE



Wire Order Number, Dealer Number or Group Number



Nominee/Institution Name
Fund Name and Number and Account Number

You cannot purchase Shares by wire on holidays when wire transfers are
restricted.

BY CHECK

Make your check payable to THE FEDERATED FUNDS, note your account number on the
check, and mail it to:

Federated Shareholder Services Company
P.O. Box 8600

Boston, MA 02266-8600

If you send your check by a PRIVATE COURIER OR OVERNIGHT DELIVERY SERVICE that
requires a street address, mail it to:

Federated Shareholder Services Company
1099 Hingham Street

Rockland, MA 02370-3317

Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund
will not accept third-party checks (checks originally payable to someone
other than you or The Federated Funds).

Orders by mail are considered received when payment by check is converted into
federal funds (normally the business day after the check is received) and Shares
begin earning dividends the next day.

BY AUTOMATIC INVESTMENTS

You may establish an account with your financial institution to automatically
purchase Shares on pre-determined dates or when your bank account reaches a
certain level. Under this program, participating financial institutions are
responsible for prompt transmission of orders and may charge you for this
service. You should read this prospectus along with your financial institution's
agreement or materials describing this service.

BY AUTOMATED CLEARING HOUSE (ACH)

Once you have opened an account, you may purchase additional Shares through a
depository institution that is an ACH member. This purchase option can be
established by completing the appropriate sections of the New Account Form.

RETIREMENT INVESTMENTS

You may purchase Shares as retirement investments (such as qualified plans and
IRAs or transfer or rollover of assets). Call your investment professional or
the Fund for information on retirement investments. We suggest that you discuss
retirement investments with your tax adviser. You may be subject to an annual
IRA account fee.

How to Redeem Shares

You should redeem Shares:

* through an investment professional if you purchased Shares through an
investment professional; or * directly from the Fund if you purchased Shares
directly from the Fund.

THROUGH AN INVESTMENT PROFESSIONAL

Submit your redemption request to your investment professional by the end of
regular trading on the NYSE (normally 4:00 p.m. Eastern time). Investment
professionals are responsible for promptly submitting redemption requests and
providing proper written redemption instructions as outlined below.

DIRECTLY FROM THE FUND

BY TELEPHONE

You may redeem Shares by calling the Fund once you have completed the
appropriate authorization form for telephone transactions.

If you call before 2:00 p.m. (Eastern time) your redemption will be wired to you
the same day. You will not receive that day's dividend.

If you call after 2:00 p.m. (Eastern time) your redemption will be wired to you
the following business day. You will receive that day's dividend.

BY MAIL

You may redeem Shares by mailing a written request to the Fund.

Your redemption request will be processed on the day the Fund receives your
written request in proper form. Dividends are paid up to and including the day
that a redemption request is processed.

Send requests by mail to:

Federated Shareholder Services Company
P.O. Box 8600

Boston, MA 02266-8600

Send requests by PRIVATE COURIER OR OVERNIGHT DELIVERY SERVICE to:

Federated Shareholder Services Company
1099 Hingham Street

Rockland, MA 02370-3317

All requests must include:

* Fund Name and Share Class, account number and account registration; * amount
to be redeemed; and * signatures of all Shareholders exactly as registered.

Call your investment professional or the Fund if you need special instructions.

SIGNATURE GUARANTEES

Signatures must be guaranteed if:

* your redemption will be sent to an address other than the address of record; *
your redemption will be sent to an address of record that was changed within the
last 30 days; or * a redemption is payable to someone other than the
shareholder(s) of record.

A signature guarantee is designed to protect your account from fraud. Obtain a
signature guarantee from a bank or trust company, savings association, credit
union or broker, dealer, or securities exchange member. A NOTARY PUBLIC CANNOT
PROVIDE A SIGNATURE GUARANTEE.

PAYMENT METHODS FOR REDEMPTIONS

Your redemption proceeds will be mailed by check to your address of record. The
following payment options are available if you complete the appropriate section
of the New Account Form or an Account Service Options Form. These payment
options require a signature guarantee if they were not established when the
account was opened:

* an electronic transfer to your account at a financial institution that is an
ACH member; or * wire payment to your account at a domestic commercial bank that
is a Federal Reserve System member.

REDEMPTION IN KIND

Although the Fund intends to pay Share redemptions in cash, it reserves the
right to pay the redemption price in whole or in part by a distribution of the
Fund's portfolio securities.

LIMITATIONS ON REDEMPTION PROCEEDS

Redemption proceeds normally are wired or mailed within one business day after
receiving a request in proper form. Payment may be delayed up to seven days:

* to allow your purchase to clear;
* during periods of market volatility; or

* when a shareholder's trade activity or amount adversely impacts the Fund's
ability to manage its assets.

You will not accrue interest or dividends on uncashed checks from the Fund if
those checks are undeliverable and returned to the Fund.

REDEMPTIONS FROM RETIREMENT ACCOUNTS

In the absence of your specific instructions, 10% of the value of your
redemption from a retirement account in the Fund may be withheld for taxes. This
withholding only applies to certain types of retirement accounts.

ADDITIONAL CONDITIONS

TELEPHONE TRANSACTIONS

The Fund will record your telephone instructions. If the Fund does not follow
reasonable procedures, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

SHARE CERTIFICATES

The Fund no longer issues share certificates. If you are redeeming Shares
represented by certificates previously issued by the Fund, you must return the
certificates with your written redemption request. For your protection, send
your certificates by registered or certified mail, but do not endorse them.

Account and Share Information

ACCOUNT ACTIVITY

You will receive periodic statements reporting all account activity, including
dividends and capital gains paid.

DIVIDENDS AND CAPITAL GAINS

The Fund declares any dividends daily and pays them monthly to shareholders. If
you purchase Shares by wire, you begin earning dividends on the day your wire is
received. If you purchase Shares by check, you begin earning dividends on the
business day after the Fund receives your check. In either case, you earn
dividends through the day your redemption request is received.

The Fund does not expect to realize any capital gains or losses. If capital
gains or losses were to occur, they could result in an increase or decrease in
dividends. The Fund pays any capital gains at least annually. Your dividends and
capital gains distributions will be automatically reinvested in additional
Shares without a sales charge, unless you elect cash payments.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, non- retirement
accounts may be closed if redemptions cause the account balance to fall below
the minimum initial investment amount. Before an account is closed, you will be
notified and allowed 30 days to purchase additional Shares to meet the minimum.

TAX INFORMATION

The Fund sends an annual statement of your account activity to assist you in
completing your federal, state and local tax returns. Fund distributions of
dividends and capital gains are taxable to you whether paid in cash or
reinvested in the Fund. Dividends are taxable as ordinary income; capital gains
are taxable at different rates depending upon the length of time the Fund holds
its assets.



Fund distributions are expected to be primarily dividends. Redemptions are
taxable sales. Please consult your tax adviser regarding your federal,
state and local tax liability.


Who Manages the Fund?

The Board of Trustees governs the Fund. The Board selects and oversees the
Adviser, Federated Investment Management Company. The Adviser manages the Fund's
assets, including buying and selling portfolio securities. The Adviser's address
is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779.



The Adviser and other subsidiaries of Federated advise approximately 175 mutual
funds and separate accounts, which totaled approximately $111 billion in assets
as of December 31, 1998. Federated was established in 1955 and is one of the
largest mutual fund investment managers in the United States with approximately
1,900 employees. More than 4,000 investment professionals make Federated Funds
available to their customers.

ADVISORY FEES

The Adviser receives an annual investment advisory fee of 0.50% of the Fund's
average daily net assets. The Adviser may voluntarily waive a portion of its fee
or reimburse the Fund for certain operating expenses.

YEAR 2000 READINESS



The "Year 2000" problem is the potential for computer errors or failures because
certain computer systems may be unable to interpret dates after December 31,
1999 or experience other date-related problems. The Year 2000 problem may cause
systems to process information incorrectly and could disrupt businesses, such as
the Fund, that rely on computers.While it is impossible to determine in advance
all of the risks to the Fund, the Fund could experience interruptions in basic
financial and operational functions. Fund shareholders could experience errors
or disruptions in Fund share transactions or Fund communications.

The Fund's service providers are making changes to their computer systems to fix
any Year 2000 problems. In addition, they are working to gather information from
third-party providers to determine their Year 2000 readiness.

Year 2000 problems would also increase the risks of the Fund's investments. To
assess the potential effect of the Year 2000 problem, the Adviser is reviewing
information regarding the Year 2000 readiness of issuers of securities the Fund
may purchase. The financial impact of these issues for the Fund is still being
determined. There can be no assurance that potential Year 2000 problems would
not have a material adverse effect on the Fund.

Financial Information

FINANCIAL HIGHLIGHTS



The following Financial Highlights will help you understand the Former Fund's
financial performance for its past five fiscal years. Some of the information is
presented on a per share basis. Total returns represent the rate an investor
would have earned (or lost) on an investment in the Former Fund, assuming
reinvestment of any dividends and capital gains.

This information has been audited by Ernst & Young LLP, whose report, along with
the Former Fund's audited financial statements, is included in the Annual
Report.

Financial Highlights

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)


<TABLE>
<CAPTION>

YEAR ENDED APRIL 30                            1999         1998         1997         1996         1995
<S>                                        <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD         $ 1.00       $ 1.00       $ 1.00       $ 1.00       $ 1.00
INCOME FROM INVESTMENT OPERATIONS:

Net investment income                          0.04         0.05         0.05         0.05         0.04
LESS DISTRIBUTIONS:
Distributions from net investment income      (0.04)       (0.05)       (0.05)       (0.05)       (0.04)
NET ASSET VALUE, END OF PERIOD               $ 1.00       $ 1.00       $ 1.00       $ 1.00       $ 1.00
TOTAL RETURN 1                                 4.40%        4.81%        4.71%        5.04%        4.37%

RATIOS TO AVERAGE NET ASSETS:

Expenses                                       0.59%        0.59%        0.57%        0.57%        0.56%
Net investment income                          4.34%        4.70%        4.63%        4.92%        4.29%
Expenses 2                                     0.89%        0.89%        0.91%        0.94%        0.88%
Net investment income 2                        4.04%        4.40%        4.29%        4.55%        3.91%
SUPPLEMENTAL DATA:

Net assets, end of period (000 omitted)    $254,666     $329,906     $289,526     $260,688     $167,508
</TABLE>

1 Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

2 During the period, certain fees were voluntarily waived. If such voluntary
waivers had not occurred, the ratios would have been as indicated.

Further information about the Fund's performance is contained in the Fund's
Annual Report, dated April 30, 1999, which can be obtained free of charge.



[Graphic]
Federated

World-Class Investment Manager

PROSPECTUS

Automated Treasury Cash Reserves

A Portfolio of Money Market Obligations Trust


AUGUST 31, 1999

A Statement of Additional Information (SAI) dated August 31, 1999, is
incorporated by reference into this prospectus. Additional information about the
Fund and its investments is contained in the Fund's SAI and Annual and
Semi-Annual Reports to shareholders as they become available. The Annual Report
discusses market conditions and investment strategies that significantly
affected the Fund's performance during its last fiscal year. To obtain the SAI,
the Annual Report, the Semi-Annual Report and other information without charge,
and make inquiries, call your investment professional or the Fund at
1-800-341-7400.

You can obtain information about the Fund (including the SAI) by visiting or
writing the Public Reference Room of the Securities and Exchange Commission in
Washington, DC 20549-6009 or from the Commission's Internet site at
http://www.sec.gov. You can call 1-800-SEC-0330 for information on the Public
Reference Room's operations and copying charges.

[Graphic]
Federated

Automated Treasury Cash Reserves
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

1-800-341-7400

WWW.FEDERATEDINVESTORS.COM

Federated Securities Corp., Distributor



Investment Company Act File No. 811-5950

Cusip 60934N690
1052101A (8/99)



[Graphic]

STATEMENT OF ADDITIONAL INFORMATION

Automated Treasury Cash Reserves

A Portfolio of Money Market Obligations Trust



This Statement of Additional Information (SAI) is not a prospectus. Read this
SAI in conjunction with the prospectus for Automated Treasury Cash Reserves
(Fund), dated August 31, 1999.

This SAI incorporates by reference the Fund's Annual Report. Obtain the
prospectus or the Annual Report without charge by calling 1-800-341-7400.



AUGUST 31, 1999

[Graphic]
Federated

World-Class Investment Manager
Automated Treasury Cash Reserves
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

1-800-341-7400

WWW.FEDERATEDINVESTORS.COM

Federated Securities Corp., Distributor

1052101B (8/99)



[Graphic]

CONTENTS



How is the Fund Organized?  1
Securities in Which the Fund Invests  1
How is the Fund Sold?  3
Subaccounting Services  3
Redemption in Kind  4
Massachusetts Partnership Law  4
Account and Share Information  4
Tax Information  4
Who Manages and Provides Services to the Fund?  5
How Does the Fund Measure Performance?  8
Who is Federated Investors, Inc.?  9
Financial Information  10
Addresses  11


How is the Fund Organized?



The Fund is a diversified portfolio of Money Market Obligations Trust (Trust).
The Trust is an open-end, management investment company that was established
under the laws of the Commonwealth of Massachusetts on October 3, 1988. The
Trust may offer separate series of shares representing interests in separate
portfolios of securities. The Fund, which was established on December 7, 1989,
was reorganized as a portfolio of the Trust on September 3, 1999. The Fund's
investment adviser is Federated Investment Management Company (Adviser).
Effective March 31, 1999, Federated Management, former adviser to the Fund,
became Federated Investment Management Company (formerly, Federated Advisers).



Securities in Which the Fund Invests

In pursuing its investment strategy, the Fund may invest in the following
securities for any purpose that is consistent with its investment objective.

SECURITIES DESCRIPTIONS AND TECHNIQUES

FIXED INCOME SECURITIES

Fixed income securities pay interest, dividends or distributions at a specified
rate. The rate may be a fixed percentage of the principal or adjusted
periodically. In addition, the issuer of a fixed income security must repay the
principal amount of the security, normally within a specified time. Fixed income
securities provide more regular income than equity securities. However, the
returns on fixed income securities are limited and normally do not increase with
the issuer's earnings. This limits the potential appreciation of fixed income
securities as compared to equity securities.

A security's yield measures the annual income earned on a security as a
percentage of its price. A security's yield will increase or decrease depending
upon whether it costs less (a discount) or more (a premium) than the principal
amount. If the issuer may redeem the security before its scheduled maturity, the
price and yield on a discount or premium security may change based upon the
probability of an early redemption. Securities with higher risks generally have
higher yields.

The following describes the types of fixed income securities in which the Fund
invests.

TREASURY SECURITIES

Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the lowest
credit risks.

ZERO COUPON SECURITIES

Zero coupon securities do not pay interest or principal until final maturity
unlike debt securities that provide periodic payments of interest (referred to
as a coupon payment). Investors buy zero coupon securities at a price below the
amount payable at maturity. The difference between the purchase price and the
amount paid at maturity represents interest on the zero coupon security.
Investors must wait until maturity to receive interest and principal, which
increases the interest rate risks and credit risks of a zero coupon security.

There are many forms of zero coupon securities. Some are issued at a discount
and are referred to as zero coupon or capital appreciation bonds. Others are
created from interest bearing bonds by separating the right to receive the
bond's coupon payments from the right to receive the bond's principal due at
maturity, a process known as coupon stripping. In addition, some securities give
the issuer the option to deliver additional securities in place of cash interest
payments, thereby increasing the amount payable at maturity. These are referred
to as pay-in-kind or PIK securities.

SPECIAL TRANSACTIONS

DELAYED DELIVERY TRANSACTIONS

Delayed delivery transactions, including when issued transactions, are
arrangements in which the Fund buys securities for a set price, with payment and
delivery of the securities scheduled for a future time. During the period
between purchase and settlement, no payment is made by the Fund to the issuer
and no interest accrues to the Fund. The Fund records the transaction when it
agrees to buy the securities and reflects their value in determining the price
of its shares. Settlement dates may be a month or more after entering into these
transactions so that the market values of the securities bought may vary from
the purchase prices. Therefore, delayed delivery transactions create interest
rate risks for the Fund. Delayed delivery transactions also involve credit risks
in the event of a counterparty default.

ASSET COVERAGE

In order to secure its obligations in connection with special transactions, the
Fund will either own the underlying assets, enter into an offsetting transaction
or set aside readily marketable securities with a value that equals or exceeds
the Fund's obligations. Unless the Fund has other readily marketable assets to
set aside, it cannot trade assets used to secure such obligations without
terminating a special transaction. This may cause the Fund to miss favorable
trading opportunities or to realize losses on special transactions.

INVESTMENT RISKS

There are many factors which may affect an investment in the Fund. The Fund's
principal risks are described in its prospectus. Additional risk factors are
outlined below.

CREDIT RISK

Credit risk is the possibility that an issuer will default on a security by
failing to pay interest or principal when due. If an issuer defaults, the Fund
will lose money.

Credit risk includes the possibility that a party to a transaction involving the
Fund will fail to meet its obligations. This could cause the Fund to lose the
benefit of the transaction or prevent the Fund from selling or buying other
securities to implement its investment strategy.

INVESTMENT LIMITATIONS

DIVERSIFICATION

With respect to securities comprising 75% of the value of its total assets, the
Fund will not purchase securities of any one issuer (other than cash; cash
items; securities issued or guaranteed by the government of the United States or
its agencies or instrumentalities and repurchase agreements collateralized by
such U.S. government securities; and securities of other investment companies)
if, as a result, more than 5% of the value of its total assets would be invested
in securities of that issuer, or the Fund would own more than 10% of the
outstanding voting securities of that issuer.

CONCENTRATION

The Fund will not make investments that will result in the concentration of its
investments in the securities of issuers primarily engaged in the same industry.
Government securities, municipal securities and bank instruments are not deemed
to constitute an industry.

ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund may borrow money, directly or indirectly, and issue senior securities
to the maximum extent permitted under the 1940 Act.

PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any assets except to secure
permitted borrowings. In those cases, it may pledge assets having a market value
not exceeding the lesser of the dollar amounts borrowed or 10% of the value of
total assets at the time of the pledge.

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets, except that it may purchase or hold
U.S. Treasury obligations, as permitted by its investment objective, policies,
and limitations or Declaration of Trust.

INVESTING IN REAL ESTATE

The Fund may not purchase or sell real estate, provided that this restriction
does not prevent the Fund from investing in issuers which invest, deal, or
otherwise engage in transactions in real estate or interests therein, or
investing in securities that are secured by real estate or interests therein.
The Fund may exercise its rights under agreements relating to such securities,
including the right to enforce security interests and to hold real estate
acquired by reason of such enforcement until that real estate can be liquidated
in an orderly manner.

UNDERWRITING SECURITIES

The Fund may not underwrite the securities of other issuers, except that the
Fund may engage in transactions involving the acquisition, disposition or resale
of its portfolio securities, under circumstances where it may be considered to
be an underwriter under the Securities Act of 1933.

INVESTING IN COMMODITIES

The Fund may not purchase or sell physical commodities, provided that the Fund
may purchase securities of companies that deal in commodities.



THE ABOVE LIMITATIONS CANNOT BE CHANGED UNLESS AUTHORIZED BY THE BOARD OF
TRUSTEES (BOARD) AND BY THE "VOTE OF A MAJORITY OF ITS OUTSTANDING VOTING
SECURITIES," AS DEFINED BY THE INVESTMENT COMPANY ACT. THE FOLLOWING
LIMITATIONS, HOWEVER, MAY BE CHANGED BY THE BOARD WITHOUT SHAREHOLDER APPROVAL.
SHAREHOLDERS WILL BE NOTIFIED BEFORE ANY MATERIAL CHANGE IN THESE LIMITATIONS
BECOMES EFFECTIVE.

BUYING ON MARGIN

The Fund will not purchase securities on margin, provided that the Fund may
obtain short-term credits necessary for the clearance of purchases and sales of
securities.

INVESTING IN ILLIQUID SECURITIES

The Fund will not purchase securities for which there is no readily available
market, or enter into repurchase agreements or purchase time deposits maturing
in more than seven days, if immediately after and as a result, the value of such
securities would exceed, in the aggregate, 10% of the Fund's net assets.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund will not purchase securities of other investment companies, except as
part of a merger, consolidation, or other acquisition.



For purposes of the diversification limitation, the Fund considers certificates
of deposit and demand and time deposits issued by a U.S. branch of a domestic
bank or savings association having capital, surplus, and undivided profits in
excess of $100,000,000 at the time of investment to be "cash items."

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
limitation.

For purposes of the concentration limitation, in conformity with a position of
the Securities and Exchange Commission (SEC), the Fund considers "bank
instruments" to be limited to instruments of domestic banks.

REGULATORY COMPLIANCE

The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this Statement of Additional Information, in order to comply with
applicable laws and regulations, including the provisions of and regulations
under the Investment Company Act of 1940. In particular, the Fund will comply
with the various requirements of Rule 2a-7 (the Rule), which regulates money
market mutual funds. The Fund will determine the effective maturity of its
investments according to the Rule. The Fund may change these operational
policies to reflect changes in the laws and regulations without the approval of
its shareholders.



DETERMINING MARKET VALUE OF SECURITIES

The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value.
Accordingly, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated daily yield on shares of the
Fund computed by dividing the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be higher than a similar
computation made by using a method of valuation based upon market prices and
estimates. In periods of rising interest rates, the opposite may be true.

The Fund's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in the Rule. Under the Rule,
the Trustees must establish procedures reasonably designed to stabilize the net
asset value per share, as computed for purposes of distribution and redemption,
at $1.00 per share, taking into account current market conditions and the Fund's
investment objective. The procedures include monitoring the relationship between
the amortized cost value per share and the net asset value per share based upon
available indications of market value. The Trustees will decide what, if any,
steps should be taken if there is a difference of more than 0.5 of 1% between
the two values. The Trustees will take any steps they consider appropriate (such
as redemption in kind or shortening the average portfolio maturity) to minimize
any material dilution or other unfair results arising from differences between
the two methods of determining net asset value.

How is the Fund Sold?



Under the Distributor's Contract with the Fund, the Distributor (Federated
Securities Corp.) offers Shares on a continuous, best efforts basis.



SHAREHOLDER SERVICES

The Fund may pay Federated Shareholder Services Company, a subsidiary of
Federated Investors, Inc. (Federated), for providing shareholder services and
maintaining shareholder accounts. Federated Shareholder Services Company may
select others to perform these services for their customers and may pay them
fees.

SUPPLEMENTAL PAYMENTS

Investment professionals may be paid fees out of the assets of the Distributor
and/or Federated Shareholder Services Company (but not out of Fund assets). The
Distributor and/or Federated Shareholder Services Company may be reimbursed by
the Adviser or its affiliates.

Investment professionals receive such fees for providing distribution- related
or shareholder services such as sponsoring sales, providing sales literature,
conducting training seminars for employees, and engineering sales-related
computer software programs and systems. Also, investment professionals may be
paid cash or promotional incentives, such as reimbursement of certain expenses
relating to attendance at informational meetings about the Fund or other special
events at recreational-type facilities, or items of material value. These
payments will be based upon the amount of Shares the investment professional
sells or may sell and/or upon the type and nature of sales or marketing support
furnished by the investment professional.

Subaccounting Services

Certain investment professionals may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping requirements. The
transfer agent may charge a fee based on the level of subaccounting services
rendered. Investment professionals holding Shares in a fiduciary, agency,
custodial, or similar capacity may charge or pass through subaccounting fees as
part of or in addition to normal trust or agency account fees. They may also
charge fees for other services that may be related to the ownership of Shares.
This information should, therefore, be read together with any agreement between
the customer and the investment professional about the services provided, the
fees charged for those services, and any restrictions and limitations imposed.

Redemption in Kind

Although the Fund intends to pay Share redemptions in cash, it reserves the
right, as described below, to pay the redemption price in whole or in part by a
distribution of the Fund's portfolio securities.

Because the Fund has elected to be governed by Rule 18f-1 under the Investment
Company Act of 1940, the Fund is obligated to pay Share redemptions to any one
shareholder in cash only up to the lesser of $250,000 or 1% of the net assets
represented by such Share class during any 90-day period.

Any Share redemption payment greater than this amount will also be in cash
unless the Fund's Board determines that payment should be in kind. In such a
case, the Fund will pay all or a portion of the remainder of the redemption in
portfolio securities, valued in the same way as the Fund determines its NAV. The
portfolio securities will be selected in a manner that the Fund's Board deems
fair and equitable and, to the extent available, such securities will be readily
marketable.

Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving the portfolio securities and selling them before
their maturity could receive less than the redemption value of the securities
and could incur certain transaction costs.

Massachusetts Partnership Law

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect its
shareholders, the Trust has filed legal documents with Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations of
the Trust.

In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required by the Declaration of Trust to use its
property to protect or compensate the shareholder. On request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act or
obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder will occur only if the Trust itself cannot meet its obligations to
indemnify shareholders and pay judgments against them.

Account and Share Information

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote.

All Shares of the Trust have equal voting rights, except that in matters
affecting only a particular Fund or class, only Shares of that Fund or class are
entitled to vote.

Trustees may be removed by the Board or by shareholders at a special meeting. A
special meeting of shareholders will be called by the Board upon the written
request of shareholders who own at least 10% of the Trust's outstanding shares
of all series entitled to vote.



As of August 6, 1999, the following shareholders owned of record beneficially,
or both, 5% or more of outstanding Shares: The Chase Manhattan Bank N.A., New
York, NY owned approximately 76,956,254 Shares (28.94%); Var & Co., St. Paul, MN
owned approximately 57,975,297 Shares (21.80%); Turtle & Co., Boston, MA owned
approximately 16,328,300 Shares (6.14%); and FBS Investment Services Inc.,
Minneapolis, MN owned approximately 70,713,644 Shares (26.59%).

Tax Information

FEDERAL INCOME TAX

The Fund intends to meet requirements of Subchapter M of the Internal Revenue
Code applicable to regulated investment companies. If these requirements are not
met, it will not receive special tax treatment and will pay federal income tax.

The Fund will be treated as a single, separate entity for federal income tax
purposes so that income earned and capital gains and losses realized by the
Trust's other portfolios will be separate from those realized by the Fund.

Who Manages and Provides Services to the Fund?

BOARD OF TRUSTEES



The Board is responsible for managing the Trust's business affairs and for
exercising all the Trust's powers except those reserved for the shareholders.
Information about each Board member is provided below and includes each
person's: name, address, birth date, present position(s) held with the Trust,
principal occupations for the past five years and positions held prior to the
past five years, total compensation received as a Trustee from the Trust for its
most recent fiscal year, and the total compensation received from the Federated
Fund Complex for the most recent calendar year. The Trust is comprised of
fifteen funds and the Federated Fund Complex is comprised of 56 investment
companies, whose investment advisers are affiliated with the Trust's Adviser.

As of August 6, 1999, the Fund's Board and Officers as a group owned less than
1% of the Fund's outstanding Shares.

An asterisk (*) denotes a Trustee who is deemed to be an interested person as
defined in the Investment Company Act of 1940. A pound sign (#) denotes a Member
of the Board's Executive Committee, which handles the Board's responsibilities
between its meetings.

<TABLE>
<CAPTION>

NAME                                                                                                          TOTAL
BIRTH DATE                                                                                     AGGREGATE      COMPENSATION
ADDRESS                                  PRINCIPAL OCCUPATIONS                                 COMPENSATION   FROM TRUST
POSITION WITH TRUST                      FOR PAST FIVE YEARS                                   FROM TRUST     AND FUND COMPLEX
<S>                                      <C>                                                   <C>            <C>
JOHN F. DONAHUE*+                        Chief Executive Officer                                         $0   $0 for the Trust and
 Birth Date: July 28, 1924               and Director or Trustee of                                           54 other investment
Federated Investors Tower                the Federated Fund                                                   companies in the
1001 Liberty Avenue                      Complex; Chairman and                                                Fund Complex
Pittsburgh, PA                           Director, Federated
CHAIRMAN AND TRUSTEE                     Investors, Inc.; Chairman
                                         and Trustee, Federated Investment
                                         Management Company; Chairman and
                                         Director, Federated Investment
                                         Counseling, and Federated Global
                                         Investment Management Corp.; Chairman,
                                         Passport Research, Ltd.

THOMAS G. BIGLEY                         Director or Trustee of the Federated Fund                  $18,351   $113,860.22 for the
Birth Date: February 3, 1934             Complex; Director, Member of Executive                               Trust and 54 other
15 Old Timber Trail                      Committee, Children's Hospital of Pittsburgh;                        investment companies
Pittsburgh, PA                           Director, Robroy Industries, Inc. (coated steel                      in the Fund Complex
TRUSTEE                                  conduits/computer storage equipment);
                                         formerly: Senior Partner, Ernst & Young LLP;
                                         Director, MED 3000 Group, Inc. (physician
                                         practice management); Director, Member of
                                         Executive Committee, University of Pittsburgh.

JOHN T. CONROY, JR.                      Director or Trustee of the Federated Fund                  $20,189   $125,264.48 for the
Birth Date: June 23, 1937                Complex; President, Investment Properties                            Trust and 54 other
Wood/Commercial Dept.                    Corporation; Senior Vice President,                                  investment companies
John R. Wood Associates, Inc. Realtors   John R. Wood and Associates, Inc., Realtors;                         in the Fund Complex
3255 Tamiami Trail North                 Partner or Trustee in private real estate ventures
Naples, FL                               in Southwest Florida; formerly: President,
TRUSTEE                                  Naples Property Management, Inc. and

                                         Northgate Village Development Corporation.

JOHN F. CUNNINGHAM++                     Director or Trustee of some of the Federated                    $0   $0 for the Trust and
Birth Date: March 5, 1943                Fund Complex; Chairman, President and Chief                          26 other investment
353 El Brillo Way                        Executive Officer, Cunningham & Co., Inc.                            companies in the
Palm Beach, FL                          (strategic business consulting); Trustee                              Fund Complex
TRUSTEE                                  Associate, Boston College; Director, EMC
                                         Corporation (computer storage systems);
                                         formerly: Director, Redgate Communications.
                                         Previous Positions: Chairman of the Board and
                                         Chief Executive Officer, Computer Consoles,
                                         Inc.; President and Chief Operating Officer,
                                         Wang Laboratories; Director, First National
                                         Bank of Boston; Director, Apollo Computer, Inc.
LAWRENCE D. ELLIS, M.D.*                 Director or Trustee of the Federated Fund                  $18,351   $113,860.22 for the
Birth Date: October 11, 1932             Complex; Professor of Medicine, University of                        Trust and 54 other
3471 Fifth Avenue                        Pittsburgh; Medical Director, University of                          investment companies
Suite 1111                               Pittsburgh Medical Center-Downtown;                                  in the Fund Complex
Pittsburgh, PA                           Hematologist, Oncologist, and Internist,
TRUSTEE                                  University of Pittsburgh Medical Center;

                                         Member, National Board of Trustees, Leukemia
                                         Society of America.

PETER E. MADDEN                          Director or Trustee of the Federated Fund                  $18,351   $113,860.22 for the
Birth Date: March 16, 1942               Complex; formerly: Representative,                                   Trust and 54 other
One Royal Palm Way                       Commonwealth of Massachusetts General                                investment companies
100 Royal Palm Way                       Court; President, State Street Bank and Trust                        in the Fund Complex
Palm Beach, FL                           Company and State Street Corporation.
TRUSTEE                                  Previous Positions: Director, VISA USA and

                                         VISA International; Chairman and
                                         Director, Massachusetts Bankers
                                         Association; Director, Depository Trust
                                         Corporation; Director, The Boston Stock
                                         Exchange.

<CAPTION>

NAME                                                                                                          TOTAL
BIRTH DATE                                                                                     AGGREGATE      COMPENSATION
ADDRESS                                  PRINCIPAL OCCUPATIONS                                 COMPENSATION   FROM TRUST
POSITION WITH TRUST                      FOR PAST FIVE YEARS                                   FROM TRUST     AND FUND COMPLEX
<S>                                      <C>                                                   <C>            <C>
CHARLES F. MANSFIELD, JR.++              Director or Trustee of some                           $0             $0 for the Trust and
Birth Date: April 10, 1945               of the Federated Fund                                                26 other investment
80 South Road                            Complex; Management                                                  companies in the
Westhampton Beach, NY                    Consultant.  Fund Complex
TRUSTEE                                  Previous Positions: Chief
                                         Executive Officer, PBTC International
                                         Bank; Partner, Arthur Young & Company
                                         (now Ernst & Young LLP); Chief
                                         Financial Officer of Retail Banking
                                         Sector, Chase Manhattan Bank; Senior
                                         Vice President, Marine Midland Bank;
                                         Vice President, Citibank; Assistant
                                         Professor of Banking and Finance, Frank
                                         G. Zarb School of Business, Hofstra
                                         University.

JOHN E. MURRAY, JR., J.D., S.J.D.        Director or Trustee of the Federated Fund                  $18,351   $113,860.22 for the
Birth Date: December 20, 1932            Complex; President, Law Professor, Duquesne                          Trust and 54 other
President, Duquesne University           University; Consulting Partner, Mollica &                            investment companies
Pittsburgh, PA                           Murray; Director, Michael Baker Corp.                                in the Fund Complex
TRUSTEE                                  (engineering, construction, operations, and
                                         technical services).

                                         Previous Positions: Dean and Professor of Law,
                                         University of Pittsburgh School of Law; Dean
                                         and Professor of Law, Villanova University

                                         School of Law.

MARJORIE P. SMUTS                        Director or Trustee of the Federated Fund                  $18,351   $113,860.22 for the
Birth Date: June 21, 1935                Complex; Public Relations/Marketing/                                 Trust and 54 other
4905 Bayard Street                       Conference Planning.                                                 investment companies
Pittsburgh, PA                           Previous Positions: National Spokesperson,                           in the Fund Complex
TRUSTEE                                  Aluminum Company of America; television
                                         producer; business owner.

JOHN S. WALSH++                          Director or Trustee of some of the Federated                    $0   $0 for the Trust and
Birth Date: November 28, 1957            Fund Complex; President and Director, Heat                           23 other investment
2007 Sherwood Drive                      Wagon, Inc. (manufacturer of construction                            companies in the
Valparaiso, IN                           temporary heaters); President and Director,                          Fund Complex
TRUSTEE                                  Manufacturers Products, Inc. (distributor of
                                         portable construction heaters); President,
                                         Portable Heater Parts, a division of
                                         Manufacturers Products, Inc.; Director, Walsh &
                                         Kelly, Inc. (heavy highway contractor); formerly:
                                         Vice President, Walsh & Kelly, Inc.

J. CHRISTOPHER DONAHUE+                  President or Executive Vice President of the          $0             $0 for the Trust and
Birth Date: April 11, 1949               Federated Fund Complex; Director or Trustee of                       16 other investment
Federated Investors Tower                some of the Funds in the Federated Fund                              companies in the
1001 Liberty Avenue                      Complex; President and Director, Federated                           Fund Complex
Pittsburgh, PA                           Investors, Inc.; President and Trustee, Federated
PRESIDENT                                Investment Management Company; President
                                         and Director, Federated Investment Counseling
                                         and Federated Global Investment Management
                                         Corp.; President, Passport Research, Ltd.;
                                         Trustee, Federated Shareholder Services
                                         Company; Director, Federated Services

                                         Company.

EDWARD C. GONZALES                       Trustee or Director of some of the Funds in the                 $0   $0 for the Trust and
Birth Date: October 22, 1930             Federated Fund Complex; President, Executive                         1 other investment
Federated Investors Tower                Vice President and Treasurer of some of the                          company in the
1001 Liberty Avenue                      Funds in the Federated Fund Complex; Vice                            Fund Complex
Pittsburgh, PA                           Chairman, Federated Investors, Inc.; Vice
EXECUTIVE VICE PRESIDENT                 President, Federated Investment Management
                                         Company and Federated Investment
                                         Counseling, Federated Global Investment
                                         Management Corp. and Passport Research,
                                         Ltd.; Executive Vice President and Director,
                                         Federated Securities Corp.; Trustee, Federated
                                         Shareholder Services Company.

JOHN W. MCGONIGLE                        Executive Vice President and Secretary of the                   $0   $0 for the Trust and
Birth Date: October 26, 1938             Federated Fund Complex; Executive Vice                               54 other investment
Federated Investors Tower                President, Secretary, and Director, Federated                        companies in the
1001 Liberty Avenue                      Investors, Inc.; Trustee, Federated Investment                       Fund Complex
Pittsburgh, PA                           Management Company; Director, Federated
EXECUTIVE VICE PRESIDENT                 Investment Counseling and Federated Global
AND SECRETARY                            Investment Management Corp.; Director,
                                         Federated Services Company; Director,
                                         Federated Securities Corp.

RICHARD J. THOMAS                        Treasurer of the Federated Fund Complex; Vice                   $0   $0 for the Trust and
Birth Date: June 17, 1954                President-Funds Financial Services Division,                         54 other investment
Federated Investors Tower                Federated Investors, Inc.; formerly: various                         companies in the
1001 Liberty Avenue                      management positions within Funds Financial                          Fund Complex
Pittsburgh, PA                           Services Division of Federated Investors, Inc.

TREASURER

<CAPTION>

NAME                                                                                                          TOTAL
BIRTH DATE                                                                                     AGGREGATE      COMPENSATION
ADDRESS                                  PRINCIPAL OCCUPATIONS                                 COMPENSATION   FROM TRUST
POSITION WITH TRUST                      FOR PAST FIVE YEARS                                   FROM TRUST     AND FUND COMPLEX
<S>                                      <C>                                                   <C>            <C>
RICHARD B. FISHER                        President or Vice                                     $0             $0 for the Trust and
Birth Date: May 17, 1923                 President of some of the                                             6 other investment
Federated Investors Tower                Funds in the Federated Fund                                          companies in the
1001 Liberty Avenue                      Complex; Director or                                                 Fund Complex
Pittsburgh, PA                           Trustee of some of the
VICE PRESIDENT                           Funds in the Federated Fund
                                         Complex; Executive Vice
                                         President, Federated
                                         Investors, Inc.; Chairman
                                         and Director, Federated
                                         Securities Corp.

WILLIAM D. DAWSON, III                   Chief Investment Officer of this Fund and                       $0   $0 for the Trust and
Birth Date: March 3, 1949                various other Funds in the Federated Fund                            41 other investment
Federated Investors Tower                Complex; Executive Vice President, Federated                         companies in the
1001 Liberty Avenue                      Investment Counseling, Federated Global                              Fund Complex
Pittsburgh, PA                           Investment Management Corp., Federated
CHIEF INVESTMENT OFFICER                 Investment Management Company and
                                         Passport Research, Ltd.; Registered
                                         Representative, Federated Securities
                                         Corp.; Portfolio Manager, Federated
                                         Administrative Services; Vice
                                         President, Federated Investors, Inc.;
                                         formerly: Executive Vice President and
                                         Senior Vice President, Federated
                                         Investment Counseling Institutional
                                         Portfolio Management Services Division;
                                         Senior Vice President, Federated
                                         Investment Management Company and
                                         Passport Research, Ltd.

DEBORAH A. CUNNINGHAM                    Deborah A. Cunningham has been the Fund's                       $0   $0 for the Trust and
Birth Date: September 15, 1959           portfolio manager since January 1994.                                6 other investment
Federated Investors Tower                Ms. Cunningham joined Federated in 1981 and                          companies in the
1001 Liberty Avenue                      has been a Senior Portfolio Manager and a                            Fund Complex
Pittsburgh, PA                           Senior Vice President of the Fund's Adviser
VICE PRESIDENT                           since 1997. Ms. Cunningham served as a
                                         Portfolio Manager and a Vice President of the
                                         Adviser from 1993 until 1996. Ms. Cunningham
                                         is a Chartered Financial Analyst and received
                                         her M.S.B.A. in Finance from Robert Morris

                                         College.

SUSAN R. HILL                            Susan R. Hill has been the Fund's portfolio                     $0   $0 for the Trust and
Birth Date: June 20, 1963                manager since July 1993.  She is Vice President                      9 other investment
Federated Investors Tower                of the Trust.  Ms. Hill joined Federated in 1990                     companies n the
1001 Liberty Avenue                      and has been a Portfolio Manager since 1993                          Fund Complex
Pittsburgh, PA                           and a Vice President of the Fund's Adviser since
VICE PRESIDENT                           1997. Ms. Hill was a Portfolio Manager and an
                                         Assistant Vice President of the Adviser from
                                         1994 until 1997. Ms. Hill is a Chartered Financial
                                         Analyst and received an M.S. in Industrial
                                         Administration from Carnegie Mellon University.

</TABLE>



+ Mr. Donahue is the father of J. Christopher Donahue, President of the
Trust.



++ Messrs. Cunningham, Mansfield and Walsh became members of the Board of
Trustees on January 1, 1999. They did not earn any fees for serving the
Fund Complex since these fees are reported as of the end of the last
calendar year. They did not receive any fees as of the fiscal year end of
the Trust.


INVESTMENT ADVISER

The Adviser conducts investment research and makes investment decisions for the
Fund.



The Adviser is a wholly owned subsidiary of Federated.


The Adviser shall not be liable to the Trust or any Fund shareholder for any
losses that may be sustained in the purchase, holding, or sale of any security
or for anything done or omitted by it, except acts or omissions involving
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.

OTHER RELATED SERVICES

Affiliates of the Adviser may, from time to time, provide certain electronic
equipment and software to institutional customers in order to facilitate the
purchase of Fund Shares offered by the Distributor.

BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. The Adviser will generally use those who are recognized dealers in
specific portfolio instruments, except when a better price and execution of the
order can be obtained elsewhere. In selecting among firms believed to meet these
criteria, the Adviser may give consideration to those firms which have sold or
are selling Shares of the Fund and other funds distributed by the Distributor
and its affiliates. The Adviser makes decisions on portfolio transactions and
selects brokers and dealers subject to review by the Fund's Board.



Investment decisions for the Fund are made independently from those of other
accounts managed by the Adviser. When the Fund and one or more of those accounts
invests in, or disposes of, the same security, available investments or
opportunities for sales will be allocated among the Fund and the account(s) in a
manner believed by the Adviser to be equitable. While the coordination and
ability to participate in volume transactions may benefit the Fund, it is
possible that this procedure could adversely impact the price paid or received
and/or the position obtained or disposed of by the Fund.

ADMINISTRATOR

Federated Services Company, a subsidiary of Federated, provides administrative
personnel and services (including certain legal and financial reporting
services) necessary to operate the Fund. Federated Services Company provides
these at the following annual rate of the average aggregate daily net assets of
all Federated Funds as specified below:

MAXIMUM AVERAGE AGGREGATE DAILY ADMINISTRATIVE FEE NET ASSETS OF THE FEDERATED
FUNDS 0.150 of 1% on the first $250 million 0.125 of 1% on the next $250 million
0.100 of 1% on the next $250 million 0.075 of 1% on assets in excess of $750
million

The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of Shares.
Federated Services Company may voluntarily waive a portion of its fee and may
reimburse the Fund for expenses.

Federated Services Company also provides certain accounting and recordkeeping
services with respect to the Fund's portfolio investments for a fee based on
Fund assets plus out-of-pocket expenses.

CUSTODIAN

State Street Bank and Trust Company, Boston, Massachusetts, is custodian for the
securities and cash of the Fund. Foreign instruments purchased by the Fund are
held by foreign banks participating in a network coordinated by State Street
Bank.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Services Company, through its registered transfer agent subsidiary,
Federated Shareholder Services Company, maintains all necessary shareholder
records. The Fund pays the transfer agent a fee based on the size, type, and
number of accounts and transactions made by

shareholders.



INDEPENDENT AUDITORS

The independent auditor for the Fund, Ernst & Young LLP, plans and performs its
audit so that it may provide an opinion as to whether the Fund's financial
statements and financial highlights are free of material misstatement.

FEES PAID BY THE FUND FOR SERVICES

<TABLE>
<CAPTION>

FOR THE YEAR ENDED APRIL 30         1999         1998         1997
<S>                           <C>          <C>          <C>
Advisory Fee Earned           $1,619,787   $1,464,856   $1,348,133
Advisory Fee Reduction           860,344      788,338      832,502
Brokerage Commissions                  0            0            0
Administrative Fee               244,264      221,062      203,712
SHAREHOLDER SERVICES FEE         712,706            -            -
</TABLE>



For the fiscal years ended April 30, 1999, 1998 and 1997, fees paid by the Fund
for services are prior to the Fund's reorganization as a portfolio of the Trust
on September 3, 1999.

How Does the Fund Measure Performance?



The Fund may advertise Share performance by using the SEC's standard method for
calculating performance applicable to all mutual funds. The SEC also permits
this standard performance information to be accompanied by non-standard
performance information.

The performance of Shares depends upon such variables as: portfolio quality;
average portfolio maturity; type and value of portfolio securities; changes in
interest rates; changes or differences in the Fund's or any class of Shares'
expenses; and various other factors.



Share performance fluctuates on a daily basis largely because net earnings
fluctuate daily. Both net earnings and offering price per Share are factors in
the computation of yield and total return.

AVERAGE ANNUAL TOTAL RETURNS AND YIELD

Total returns given for the one-year, five-year and Start of Performance periods
ended April 30, 1999.

Yield and Effective Yield given for the 7-day period ended April 30, 1999.



Performance of the Fund shown is prior to its reorganization as a portfolio of
the Trust on September 3, 1999.

<TABLE>
<CAPTION>

                                                    START OF
                                                    PERFORMANCE ON

                  7-DAY PERIOD   1 YEAR   5 YEARS   AUGUST 9, 1991
<S>               <C>            <C>      <C>       <C>
Total Return      NA             4.40%    4.67%     4.12%
Yield             3.96%          NA       NA        NA
Effective Yield   4.04%          NA       NA        NA
</TABLE>



TOTAL RETURN

Total return represents the change (expressed as a percentage) in the value of
Shares over a specific period of time, and includes the investment of income and
capital gains distributions.

The average annual total return for Shares is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of Shares owned at the end of the period by
the NAV per Share at the end of the period. The number of Shares owned at the
end of the period is based on the number of Shares purchased at the beginning of
the period with $1,000, less any applicable sales charge, adjusted over the
period by any additional Shares, assuming the annual reinvestment of all
dividends and distributions.

YIELD



The yield of Shares is based upon the seven days ending on the day of the
calculation, called the "base period." This yield is calculated by: determining
the net change in the value of a hypothetical account with a balance of one
Share at the beginning of the base period, with the net change excluding capital
changes but including the value of any additional Shares purchased with
dividends earned from the original one Share and all dividends declared on the
original and any purchased Shares; dividing the net change in the account's
value by the value of the account at the beginning of the base period to
determine the base period return; and multiplying the base period return by
365/7. The effective yield is calculated by compounding the unannualized
base-period return by: adding one to the base-period return, raising the sum to
the 365/7th power; and subtracting one from the result.

To the extent investment professionals and broker/dealers charge fees in
connection with services provided in conjunction with an investment in Shares,
the Share performance is lower for shareholders paying those fees.

PERFORMANCE COMPARISONS

Advertising and sales literature may include:

* references to ratings, rankings, and financial publications and/or
performance comparisons of Shares to certain indices;

* charts, graphs and illustrations using the Fund's returns, or returns in
general, that demonstrate investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment;



* discussions of economic, financial and political developments and their impact
on the securities market, including the portfolio manager's views on how such
developments could impact the Fund; and

* information about the mutual fund industry from sources such as the Investment
Company Institute.

The Fund may compare its performance, or performance for the types of securities
in which it invests, to a variety of other investments, including federally
insured bank products such as bank savings accounts, certificates of deposit,
and Treasury bills.

The Fund may quote information from reliable sources regarding individual
countries and regions, world stock exchanges, and economic and demographic
statistics.

You may use financial publications and/or indices to obtain a more complete view
of Share performance. When comparing performance, you should consider all
relevant factors such as the composition of the index used, prevailing market
conditions, portfolio compositions of other funds, and methods used to value
portfolio securities and compute offering price. The financial publications
and/or indices which the Fund uses in advertising may include:



LIPPER ANALYTICAL SERVICES, INC.

Lipper Analytical Services, Inc. ranks funds in various fund categories
based on total return, which assumes the reinvestment of all income
dividends and capital gains distributions, if any.

IBC/DONOGHUE'S MONEY FUND REPORT



IBC/Donoghue's Money Fund Report publishes annualized yields of money market
funds weekly. Donoghue's Money Market Insight publication reports monthly and
12-month-to-date investment results for the same money funds.


MONEY


Money, a monthly magazine, regularly ranks money market funds in various
categories based on the latest available seven-day effective yield.



SALOMON 30-DAY TREASURY BILL INDEX



Salomon 30-Day Treasury Bill Index is a weekly quote of the most representative
yields for selected securities, issued by the U.S. Treasury, maturing in 30
days.

Who is Federated Investors, Inc.?

Federated is dedicated to meeting investor needs by making structured,
straightforward and consistent investment decisions. Federated investment
products have a history of competitive performance and have gained the
confidence of thousands of financial institutions and individual investors.

Federated's disciplined investment selection process is rooted in sound
methodologies backed by fundamental and technical research. At Federated,
success in investment management does not depend solely on the skill of a single
portfolio manager. It is a fusion of individual talents and state- of-the-art
industry tools and resources. Federated's investment process involves teams of
portfolio managers and analysts, and investment decisions are executed by
traders who are dedicated to specific market sectors and who handle trillions of
dollars in annual trading volume.

FEDERATED FUNDS OVERVIEW

MUNICIPAL FUNDS

In the municipal sector, as of December 31, 1998, Federated managed 10 bond
funds with approximately $2.2 billion in assets and 23 money market funds with
approximately $12.5 billion in total assets. In 1976, Federated introduced one
of the first municipal bond mutual funds in the industry and is now one of the
largest institutional buyers of municipal securities. The Funds may quote
statistics from organizations including The Tax Foundation and the National
Taxpayers Union regarding the tax obligations of Americans.

EQUITY FUNDS

In the equity sector, Federated has more than 28 years' experience. As of
December 31, 1998, Federated managed 27 equity funds totaling approximately
$14.9 billion in assets across growth, value, equity income, international,
index and sector (i.e. utility) styles. Federated's value- oriented management
style combines quantitative and qualitative analysis and features a structured,
computer-assisted composite modeling system that was developed in the 1970s.

CORPORATE BOND FUNDS

In the corporate bond sector, as of December 31, 1998, Federated managed 9 money
market funds and 15 bond funds with assets approximating $22.8 billion and $7.1
billion, respectively. Federated's corporate bond decision making-based on
intensive, diligent credit analysis-is backed by over 26 years of experience in
the corporate bond sector. In 1972, Federated introduced one of the first
high-yield bond funds in the industry. In 1983, Federated was one of the first
fund managers to participate in the asset-backed securities market, a market
totaling more than $209 billion.

GOVERNMENT FUNDS

In the government sector, as of December 31, 1998, Federated managed 9
mortgage-backed, 5 government/agency and 19 government money market mutual
funds, with assets approximating $5.3 billion, $1.8 billion and $41.6 billion,
respectively. Federated trades approximately $425 million in U.S. government and
mortgage-backed securities daily and places approximately $25 billion in
repurchase agreements each day. Federated introduced the first U.S. government
fund to invest in U.S. government bond securities in 1969. Federated has been a
major force in the short- and intermediate-term government markets since 1982
and currently manages approximately $43.2 billion in government funds within
these maturity ranges.

MONEY MARKET FUNDS

In the money market sector, Federated gained prominence in the mutual fund
industry in 1974 with the creation of the first institutional money market fund.
Simultaneously, the company pioneered the use of the amortized cost method of
accounting for valuing shares of money market funds, a principal means used by
money managers today to value money market fund shares. Other innovations
include the first institutional tax-free money market fund. As of December 31,
1998, Federated managed more than $76.7 billion in assets across 52 money market
funds, including 19 government, 9 prime and 23 municipal with assets
approximating $41.6 billion, $22.8 billion and $12.5 billion, respectively.

The Chief Investment Officers responsible for oversight of the various
investment sectors within Federated are: U.S. equity and high yield-
J. Thomas Madden; U.S. fixed income-William D. Dawson, III; and global
equities and fixed income-Henry A. Frantzen. The Chief Investment Officers
are Executive Vice Presidents of the Federated advisory companies.

MUTUAL FUND MARKET

Thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $5 trillion to the more than 7,300 funds available,
according to the Investment Company Institute.

FEDERATED CLIENTS OVERVIEW

Federated distributes mutual funds through its subsidiaries for a variety of
investment purposes. Specific markets include:

INSTITUTIONAL CLIENTS

Federated meets the needs of approximately 900 institutional clients nationwide
by managing and servicing separate accounts and mutual funds for a variety of
purposes, including defined benefit and defined contribution programs, cash
management, and asset/liability management. Institutional clients include
corporations, pension funds, tax exempt entities, foundations/endowments,
insurance companies, and investment and financial advisers. The marketing effort
to these institutional clients is headed by John B. Fisher, President,
Institutional Sales Division, Federated Securities Corp.

BANK MARKETING

Other institutional clients include more than 1,600 banks and trust
organizations. Virtually all of the trust divisions of the top 100 bank holding
companies use Federated Funds in their clients' portfolios. The marketing effort
to trust clients is headed by Timothy C. Pillion, Senior Vice President, Bank
Marketing & Sales.

BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES

Federated Funds are available to consumers through major brokerage firms
nationwide-we have over 2,200 broker/dealer and bank broker/dealer relationships
across the country-supported by more wholesalers than any other mutual fund
distributor. Federated's service to financial professionals and institutions has
earned it high ratings in several surveys performed by DALBAR, Inc. DALBAR is
recognized as the industry benchmark for service quality measurement. The
marketing effort to these firms is headed by James F. Getz, President,
Broker/Dealer Sales Division, Federated Securities Corp.

Financial Information

The Financial Statements for the Fund for the fiscal year ended April 30, 1999,
are incorporated herein by reference to the Annual Report to Shareholders of
Automated Treasury Cash Reserves dated April 30, 1999.

Addresses

AUTOMATED TREASURY CASH RESERVES

Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

DISTRIBUTOR

Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue,
Pittsburgh, PA 15222-3779

INVESTMENT ADVISER

Federated Investment Management Company
Federated Investors Tower
1001 Liberty Avenue

Pittsburgh, PA 15222-3779

CUSTODIAN

State Street Bank and Trust Company
P.O. Box 8600

Boston, MA 02266-8600

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Shareholder Services Company
P.O. Box 8600

Boston, MA 02266-8600



INDEPENDENT AUDITORS



Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116-5072

PROSPECTUS

U.S. Treasury Cash Reserves

A Portfolio of Money Market Obligations Trust

INSTITUTIONAL SHARES

A money market mutual fund seeking current income consistent with stability of
principal and liquidity by investing only in a portfolio of U.S. Treasury
securities maturing in 397 days or less.

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus, and any representation to the contrary is a criminal offense.

AUGUST 31, 1999

CONTENTS



Risk/Return Summary  1

What are the Fund's Fees and Expenses?  3

What are the Fund's Investment Strategies?  4

What are the Principal Securities in Which

the Fund Invests?  4

What are the Specific Risks of Investing in the Fund?  4

What Do Shares Cost?  5

How is the Fund Sold?  5

How to Purchase Shares  5

How to Redeem Shares  6

Account and Share Information  8

Who Manages the Fund?  9

Financial Information  9



Risk/Return Summary

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?



The Fund is a money market fund that seeks to maintain a stable net asset value
of $1.00 per share. The Fund's Investment objective is current income consistent
with stability of principal and liquidity. While there is no assurance that the
Fund will achieve its investment objective, it endeavors to do so by following
the strategies and policies described in this prospectus.



WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?

The Fund invests only in a portfolio of U.S. Treasury securities maturing in 397
days or less that pay interest exempt from state personal income tax. The
dollar-weighted average maturity of the Fund's portfolio will be 90 days or
less.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?



All mutual funds take investment risks. Therefore, even though the Fund is a
money market fund that seeks to maintain a stable net asset value, it is
possible to lose money by investing in the Fund.



The Shares offered by this prospectus are not deposits or obligations of any
bank, are not endorsed or guaranteed by any bank and are not insured or
guaranteed by the U.S. government, the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other government agency.

RISK/RETURN BAR CHART AND TABLE

[Graphic]



The Bar Chart and Performance Table reflect historical performance data for
Institutional Shares of U.S. Treasury Cash Reserves (the "Former Fund") prior to
its reorganization into the Fund, which is a newly created portfolio of Money
Market Obligations Trust (the "Trust"). On the date of the reorganization,
September 3, 1999, the Former Fund was dissolved and its net assets (inclusive
of liabilities recorded on the Former Fund's records) were transferred to the
Fund.

Historically, the Former Fund has maintained a constant $1.00 net asset value
per share. The bar chart shows the variability of the Former Fund's
Institutional Shares total returns on a calendar year-end basis.



The Former Fund's Institutional Shares were not sold subject to a sales charge
(load). The total returns displayed above are based upon the net asset value.



The Former Fund's Institutional Shares total return for the six-month period
from January 1, 1999 to June 30, 1999 was 2.19%.



Within the period shown in the Chart, the Former Fund's Institutional Shares
highest quarterly return was 1.41% (quarter ended June 30, 1995). Its lowest
quarterly return was 0.70% (quarter ended June 30, 1995).

AVERAGE ANNUAL TOTAL RETURN TABLE

The following table represents the Fund's Institutional Shares Average Annual
Total Returns for the calendar periods ending December 31, 1998.



CALENDAR PERIOD          FUND
1 Year                   5.05%
5 Years                  4.79%
Start of Performance 1   4.52%



1 The Former Fund's Institutional Shares start of performance date was June 11,
1991.

The Former Fund's Institutional Shares 7-Day Net Yield as of December 31, 1998
was 4.32%.

Investors may call the Fund at 1-800-341-7400 to acquire the current 7-Day Net
Yield.



Past performance does not necessarily predict future performance. This
information provides you with historical performance information so that you can
analyze whether the Fund's investment risks are balanced by its potential
rewards.



What are the Fund's Fees and Expenses?

U.S. TREASURY CASH RESERVES

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund's Institutional Shares.

<TABLE>

<CAPTION>

SHAREHOLDER FEES

<S>                                                  <C>
Fees Paid Directly From
Your Investment
Maximum Sales Charge
(Load) Imposed on
Purchases (as a percentage
of offering price)                                   None
Maximum Deferred Sales
Charge (Load) (as a
percentage of original
purchase price or
redemption proceeds,
as applicable)                                       None
Maximum Sales Charge
(Load) Imposed on
Reinvested Dividends (and
other Distributions) (as a
percentage of offering
price)                                               None
Redemption Fee (as a
percentage of amount
redeemed, if applicable)                             None
Exchange Fee                                         None

ANNUAL FUND OPERATING EXPENSES (Before Waivers)1 Expenses That are Deducted From
Fund Assets (as a percentage of average net assets)

Management Fee 2                                       0.40%
Distribution (12b-1) Fee                               None
Shareholder Services Fee 3                             0.25%
Other Expenses                                         0.10%
Total Annual Fund
Operating Expenses 4                                   0.75%
1 Although not contractually obligated to do so, the adviser and shareholder
services provider expect to waive certain amounts during the fiscal year ending
April 30, 2000. These are shown below along with the net expenses the Fund's
Institutional Shares expects to actually pay for the fiscal year ending April 30,
2000.
 Total Waivers of Fund's
Institutional Shares

Expenses                                              0.55%
 Total Actual Annual Fund's

Institutional Shares
Operating Expenses (after

waivers)                                              0.20%
2 The adviser expects to voluntarily waive a portion of the management fee. The
adviser can terminate this anticipated voluntary waiver at any time. The
management fee paid by the Fund's Institutional Shares (after the anticipated
voluntary waiver) is expected to be 0.10% for the fiscal year ending April 30,
2000.
3 The shareholder services provider does not expect to accrue or charge its
shareholder services fee of 0.25% during the year ending April 30, 2000. The
shareholder services provider can accrue its fee, and thereby terminate this
voluntary waiver, at any time at its sole discretion. The shareholder services
fee paid by the Fund's Institutional Shares (after the anticipated voluntary
waiver) is expected to be 0.00% for the fiscal year ending April 30, 2000.
4 For the fiscal year ended April 30, 1999, prior to the reorganization of U.S.
Treasury Cash Reserves, the Former Fund, as a portfolio of Money Market
Obligations Trust, the Total Annual Fund Operating Expenses and Total Actual
Annual Fund Operating Expenses (after waivers) for the Former Fund's
Institutional Shares were 0.75% and 0.20%, respectively.

</TABLE>

EXAMPLE



This Example is intended to help you compare the cost of investing in the Fund's
Institutional Shares with the cost of investing in other mutual funds.



The Example assumes that you invest $10,000 in the Fund's Institutional Shares
for the time periods indicated and then redeem all of your Shares at the end of
those periods. The Example also assumes that your investment has a 5% return
each year and that the Fund's Institutional Shares operating expenses are BEFORE
WAIVERS as estimated in the table and remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:

1 Year       $  78
3 Years      $ 243
5 Years      $ 422
10 Years     $ 942



What are the Fund's Investment Strategies?



The Fund invests only in a portfolio of U.S. Treasury securities maturing in 397
days or less that pay interest exempt from state personal income tax. The
dollar-weighted average maturity of the Fund's portfolio will be 90 days or
less.



The adviser targets a dollar-weighted average portfolio maturity range based
upon its interest rate outlook. The adviser formulates its interest rate outlook
by analyzing a variety of factors, such as:

* current U.S. economic activity and the economic outlook,

* current short-term interest rates,

* the Federal Reserve Board's policies regarding short-term interest
rates, and

* the potential effects of foreign economic activity on U.S. short-term
interest rates.



The adviser generally shortens the portfolio's dollar-weighted average maturity
when it expects interest rates to rise and extends the maturity when it expects
interest rates to fall. The adviser selects securities used to shorten or extend
the portfolio's dollar-weighted average maturity by comparing the returns
currently offered by different investments to their historical and expected
returns.



What are the Principal Securities in Which the Fund Invests?

U.S. TREASURY SECURITIES

U.S. Treasury securities are direct obligations of the federal government
of the United States. U.S. Treasury securities pay interest, dividends or
distributions at a specified rate. The rate may be a fixed percentage of
the principal or adjusted periodically. In addition, the U.S. Treasury
must repay the principal amount of the security, normally within a
specified time.

What are the Specific Risks of Investing in the Fund?

Although there are many factors that may affect an investment in the Fund, the
principal risk of investing in a U.S. Treasury money market fund is described
below.

INTEREST RATE RISKS

Prices of fixed income securities rise and fall in response to changes in the
interest rate paid by similar securities. Generally, when interest rates rise,
prices of fixed income securities fall. However, market factors, such as the
demand for particular fixed income securities, may cause the price of certain
fixed income securities to fall while the prices of other securities rise or
remain unchanged.

Interest rate changes have a greater effect on the price of fixed income
securities with longer maturities. Money market funds try to minimize this risk
by purchasing short-term securities.



What Do Shares Cost?



You can purchase or redeem Shares any day the New York Stock Exchange (NYSE) is
open. The Fund attempts to stabilize the net asset value (NAV) of its Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
Fund cannot guarantee that its NAV will always remain at $1.00 per Share. The
Fund does not charge a front-end sales charge. NAV is determined at 12:00 noon
and 1:00 p.m. (Eastern time) and as of the end of regular trading (normally 4:00
p.m. Eastern time) each day the NYSE is open.

The required minimum initial investment for Fund Shares is $25,000. There is no
required minimum subsequent investment amount.

An account may be opened with a smaller amount as long as the $25,000 minimum is
reached within 90 days. An institutional investor's minimum investment is
calculated by combining all accounts it maintains with the Fund. Accounts
established through investment professionals may be subject to a smaller minimum
investment amount. Keep in mind that investment professionals may charge you
fees for their services in connection with your Share transactions.

How is the Fund Sold?

The Fund offers two share classes: Institutional Shares and Institutional
Service Shares, each representing interests in a single portfolio of securities.
This prospectus relates only to Institutional Shares. Each share class has
different expenses, which affect their performance. Contact your investment
professional or call 1-800-341-7400 for more information concerning the other
class.



The Fund's Distributor, Federated Securities Corp., markets the Shares described
in this prospectus to institutional investors, such as banks, fiduciaries,
custodians of public funds, corporations, unions, hospitals, insurance companies
and municipalities, or individuals, directly or through investment
professionals.



The Distributor and its affiliates may pay out of their assets other
amounts (including items of material value) to investment professionals
for marketing and servicing Shares. The Distributor is a subsidiary of
Federated Investors, Inc. (Federated).

How to Purchase Shares

You may purchase Shares through an investment professional or directly from the
Fund. The Fund reserves the right to reject any request to purchase Shares.

THROUGH AN INVESTMENT PROFESSIONAL

* Establish an account with the investment professional; and



* Submit your purchase order to the investment professional before 2:00 p.m.
(Eastern time). You will receive that day's dividend if the investment
professional forwards the order to the Fund and the Fund receives payment by
2:00 p.m. (Eastern time). You will become the owner of Shares and receive
dividends when the Fund receives your payment.



Investment professionals should send payments according to the instructions in
the sections "By Wire" or "By Check."

DIRECTLY FROM THE FUND

* Establish your account with the Fund by submitting a completed New
Account Form; and

* Send your payment to the Fund by Federal Reserve wire or check.

You will become the owner of Shares after the Fund receives your wire or your
check. If your check does not clear, your purchase will be canceled and you
could be liable for any losses or fees the Fund or its transfer agent incurs.

An institution may establish an account and place an order by calling the Fund
and will become a shareholder after the Fund receives the order.

BY WIRE

Send your wire to:

State Street Bank and Trust Company

Boston, MA

Dollar Amount of Wire

ABA Number 011000028

Attention: EDGEWIRE

Wire Order Number, Dealer Number or Group Number

Nominee/Institution Name

Fund Name and Number and Account Number

You cannot purchase Shares by wire on holidays when wire transfers are
restricted.

BY CHECK

Make your check payable to THE FEDERATED FUNDS, note your account number on the
check, and mail it to:

Federated Shareholder Services Company

P.O. Box 8600

Boston, MA 02266-8600

If you send your check by a PRIVATE COURIER OR OVERNIGHT DELIVERY SERVICE that
requires a street address, mail it to:

Federated Shareholder Services Company

1099 Hingham Street

Rockland, MA 02370-3317

Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund
will not accept third-party checks (checks originally payable to someone
other than you or The Federated Funds).

Orders by mail are considered received when payment by check is converted into
federal funds (normally the business day after the check is received) and Shares
begin earning dividends the next day.

BY AUTOMATIC INVESTMENTS

You may establish an account with your financial institution to automatically
purchase Shares on pre-determined dates or when your bank account reaches a
certain level. Under this program, participating financial institutions are
responsible for prompt transmission of orders and may charge you for this
service. You should read this prospectus along with your financial institution's
agreement or materials describing this service.

BY AUTOMATED CLEARING HOUSE (ACH)

Once you have opened an account, you may purchase additional Shares through a
depository institution that is an ACH member. This purchase option can be
established by completing the appropriate sections of the New Account Form.

How to Redeem Shares

You should redeem Shares:

* through an investment professional if you purchased Shares through an
investment professional; or

* directly from the Fund if you purchased Shares directly from the Fund.

THROUGH AN INVESTMENT PROFESSIONAL

Submit your redemption request to your investment professional by the end of
regular trading on the NYSE (normally 4:00 p.m. Eastern time). Investment
professionals are responsible for promptly submitting redemption requests and
providing proper written redemption instructions as outlined below.

DIRECTLY FROM THE FUND

BY TELEPHONE

You may redeem Shares by calling the Fund once you have completed the
appropriate authorization form for telephone transactions.

If you call before 2:00 p.m. (Eastern time) your redemption will be wired to you
the same day. You will not receive that day's dividend.

If you call after 2:00 p.m. (Eastern time) your redemption will be wired to you
the following business day. You will receive that day's dividend.

BY MAIL

You may redeem Shares by mailing a written request to the Fund.

Your redemption request will be processed on the day the Fund receives your
written request in proper form. Dividends are paid up to and including the day
that a redemption request is processed.

Send requests by mail to:

Federated Shareholder Services Company

P.O. Box 8600

Boston, MA 02266-8600

Send requests by PRIVATE COURIER OR OVERNIGHT DELIVERY SERVICE to:

Federated Shareholder Services Company

1099 Hingham Street

Rockland, MA 02370-3317

All requests must include:

* Fund Name and Share Class, account number and account registration;

* amount to be redeemed; and

* signatures of all Shareholders exactly as registered.

Call your investment professional or the Fund if you need special instructions.

SIGNATURE GUARANTEES

Signatures must be guaranteed if:

* your redemption will be sent to an address other than the address of
record;

* your redemption will be sent to an address of record that was changed
within the last 30 days; or

* a redemption is payable to someone other than the shareholder(s) of
record.

A signature guarantee is designed to protect your account from fraud. Obtain a
signature guarantee from a bank or trust company, savings association, credit
union or broker, dealer, or securities exchange member. A NOTARY PUBLIC CANNOT
PROVIDE A SIGNATURE GUARANTEE.

PAYMENT METHODS FOR REDEMPTIONS

Your redemption proceeds will be mailed by check to your address of record. The
following payment options are available if you complete the appropriate section
of the New Account Form or an Account Service Options Form. These payment
options require a signature guarantee if they were not established when the
account was opened:

* an electronic transfer to your account at a financial institution that is
an ACH member; or

* wire payment to your account at a domestic commercial bank that is a Federal
Reserve System member.

REDEMPTION IN KIND

Although the Fund intends to pay Share redemptions in cash, it reserves the
right to pay the redemption price in whole or in part by a distribution of the
Fund's portfolio securities.

LIMITATIONS ON REDEMPTION PROCEEDS

Redemption proceeds normally
are wired or mailed within

one business day after receiving a request in proper form. Payment may be
delayed up to seven days:

* to allow your purchase to clear;

* during periods of market volatility; or

* when a shareholder's trade activity or amount adversely impacts the Fund's
ability to manage its assets.

You will not accrue interest or dividends on uncashed checks from the Fund if
those checks are undeliverable and returned to the Fund.

ADDITIONAL CONDITIONS

TELEPHONE TRANSACTIONS

The Fund will record your telephone instructions. If the Fund does not follow
reasonable procedures, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

SHARE CERTIFICATES

The Fund no longer issues share certificates. If you are redeeming Shares
represented by certificates previously issued by the Fund, you must return the
certificates with your written redemption request. For your protection, send
your certificates by registered or certified mail, but do not endorse them.

Account and Share Information

ACCOUNT ACTIVITY

You will receive periodic statements reporting all account activity, including
dividends and capital gains paid.

DIVIDENDS AND CAPITAL GAINS

The Fund declares any dividends daily and pays them monthly to shareholders. If
you purchase Shares by wire, you begin earning dividends on the day your wire is
received. If you purchase Shares by check, you begin earning dividends on the
business day after the Fund receives your check. In either case, you earn
dividends through the day your redemption request is received.

The Fund does not expect to realize any capital gains or losses. If capital
gains or losses were to occur, they could result in an increase or decrease in
dividends. The Fund pays any capital gains at least annually. Your dividends and
capital gains distributions will be automatically reinvested in additional
Shares without a sales charge, unless you elect cash payments.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, accounts may be
closed if redemptions cause the account balance to fall below the minimum
initial investment amount. Before an account is closed, you will be notified and
allowed 30 days to purchase additional Shares to meet the minimum.

TAX INFORMATION

The Fund sends an annual statement of your account activity to assist you in
completing your federal, state and local tax returns. Fund distributions of
dividends and capital gains are taxable to you whether paid in cash or
reinvested in the Fund. Dividends are taxable as ordinary income; capital gains
are taxable at different rates depending upon the length of time the Fund holds
its assets.



Fund distributions are expected to be primarily dividends. Redemptions are
taxable sales. Please consult your tax adviser regarding your federal, state and
local tax liability.



Who Manages the Fund?

The Board of Trustees governs the Fund. The Board selects and oversees the
Adviser, Federated Investment Management Company. The Adviser manages the Fund's
assets, including buying and selling portfolio securities. The Adviser's address
is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779.



The Adviser and other subsidiaries of Federated advise approximately 175 mutual
funds and separate accounts, which totaled approximately $111 billion in assets
as of December 31, 1998. Federated was established in 1955 and is one of the
largest mutual fund investment managers in the United States with approximately
1,900 employees. More than 4,000 investment professionals make Federated Funds
available to their customers.



ADVISORY FEES

The Adviser receives an annual investment advisory fee of 0.40% of the Fund's
average daily net assets. The Adviser may voluntarily waive a portion of its fee
or reimburse the Fund for certain operating expenses.

YEAR 2000 READINESS

The "Year 2000" problem is the potential for computer errors or failures because
certain computer systems may be unable to interpret dates after December 31,
1999 or experience other date-related problems. The Year 2000 problem may cause
systems to process information incorrectly and could disrupt businesses, such as
the Fund, that rely on computers.

While it is impossible to determine in advance all of the risks to the Fund, the
Fund could experience interruptions in basic financial and operational
functions. Fund shareholders could experience errors or disruptions in Fund
share transactions or Fund communications.

The Fund's service providers are making changes to their computer systems to fix
any Year 2000 problems. In addition, they are working to gather information from
third-party providers to determine their Year 2000 readiness.

Year 2000 problems would also increase the risks of the Fund's investments. To
assess the potential effect of the Year 2000 problem, the Adviser is reviewing
information regarding the Year 2000 readiness of issuers of securities the Fund
may purchase. The financial impact of these issues for the Fund is still being
determined. There can be no assurance that potential Year 2000 problems would
not have a material adverse effect on the Fund.

Financial Information

FINANCIAL HIGHLIGHTS



The following Financial Highlights will help you understand the Former Fund's
financial performance for its past five fiscal years. Some of the information is
presented on a per share basis. Total returns represent the rate an investor
would have earned (or lost) on an investment in the Former Fund, assuming
reinvestment of any dividends and capital gains.

This information has been audited by Ernst & Young LLP, whose report, along with
the Former Fund's audited financial statements, is included in the Annual
Report.



Financial Highlights

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>

<CAPTION>

YEAR ENDED APRIL 30                        1999           1998           1997           1996         1995
<S>                                        <C>            <C>            <C>            <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD        $ 1.00         $ 1.00         $ 1.00       $ 1.00       $ 1.00

INCOME FROM INVESTMENT OPERATIONS:

Net investment income                         0.05           0.05           0.05         0.05         0.05
LESS DISTRIBUTIONS:
Distributions from net investment income     (0.05)         (0.05)         (0.05)       (0.05)       (0.05)
NET ASSET VALUE, END OF PERIOD              $ 1.00         $ 1.00         $ 1.00       $ 1.00       $ 1.00
TOTAL RETURN 1                                4.79%          5.23%          5.10%        5.43%        4.75%

RATIOS TO AVERAGE NET ASSETS:

Expenses                                      0.20%          0.20%          0.20%        0.20%        0.20%
Net investment income                         4.66%          5.11%          4.99%        5.29%        4.85%
Expenses 2                                    0.75%          0.76%          0.77%        0.79%        0.59%
Net investment income 2                       4.11%          4.55%          4.42%        4.70%        4.46%
SUPPLEMENTAL DATA:

Net assets, end of period (000 omitted) $1,645,762     $1,256,710     $1,131,071     $937,662     $609,233

</TABLE>

1 Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

2 During the period, certain fees were voluntary waived. If such voluntary
waivers had not occurred, the ratios would have been as indicated.

Further information about the Fund's performance is contained in the Fund's
Annual Report, dated April 30, 1999, which can be obtained free of charge.

 [Graphic]
 Federated

 World-Class Investment Manager

 PROSPECTUS

U.S. Treasury Cash Reserves

A Portfolio of Money Market Obligations Trust

INSTITUTIONAL SHARES



AUGUST 31, 1999

A Statement of Additional Information (SAI) dated August 31, 1999, is
incorporated by reference into this prospectus. Additional information about the
Fund and its investments is contained in the Fund's SAI and Annual and
Semi-Annual Reports to shareholders as they become available. The Annual Report
discusses market conditions and investment strategies that significantly
affected the Fund's performance during its last fiscal year. To obtain the SAI,
the Annual Report, the Semi-Annual Report and other information without charge,
and make inquiries, call your investment professional or the Fund at
1-800-341-7400.



You can obtain information about the Fund (including the SAI) by visiting or
writing the Public Reference Room of the Securities and Exchange Commission in
Washington, DC 20549-6009 or from the Commission's Internet site at
http://www.sec.gov. You can call 1-800-SEC-0330 for information on the Public
Reference Room's operations and copying charges.



 [Graphic]
 Federated

 U.S. Treasury Cash Reserves
 Federated Investors Funds
 5800 Corporate Drive
 Pittsburgh, PA 15237-7000

 1-800-341-7400

 WWW.FEDERATEDINVESTORS.COM

 Federated Securities Corp., Distributor

Investment Company Act File No. 811-5950

Cusip 60934N682

1022103A-IS (8/99)

 [Graphic]

PROSPECTUS

U.S. Treasury Cash Reserves

A Portfolio of Money Market Obligations Trust

INSTITUTIONAL SERVICE SHARES

A money market mutual fund seeking current income consistent with stability of
principal and liquidity by investing only in a portfolio of U.S. Treasury
securities maturing in 397 days or less.

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus, and any representation to the contrary is a criminal offense.

AUGUST 31, 1999

CONTENTS



Risk/Return Summary  1

What are the Fund's Fees and Expenses?  2

What are the Fund's Investment Strategies?  3

What are the Principal Securities in Which the

Fund Invests?  3

What are the Specific Risks of Investing in the Fund?  3

What Do Shares Cost?  4

How is the Fund Sold?  4

How to Purchase Shares  4

How to Redeem Shares  6

Account and Share Information  7

Who Manages the Fund?  8

Financial Information  9



Risk/Return Summary

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?



The Fund is a money market fund that seeks to maintain a stable net asset value
of $1.00 per share. The Fund's investment objective is current income consistent
with stability of principal and liquidity. While there is no assurance that the
Fund will achieve its investment objective, it endeavors to do so by following
the strategies and policies described in this prospectus.



WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?

The Fund invests only in a portfolio of U.S. Treasury securities maturing in 397
days or less that pay interest exempt from state personal income tax. The
dollar-weighted average maturity of the Fund's portfolio will be 90 days or
less.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?



All mutual funds take investment risks. Therefore, even though the Fund is a
money market fund that seeks to maintain a stable net asset value, it is
possible to lose money by investing in the Fund.

The Shares offered by this prospectus are not deposits or obligations of any
bank, are not endorsed or guaranteed by any bank, are not insured or guaranteed
by the U.S. government, the Federal Deposit Insurance Corporation, the Federal
Reserve Board, or any other government agency.

RISK/RETURN BAR CHART AND TABLE

[Graphic]

The Bar Chart and Performance Table reflect historical performance data for
Institutional Service Shares of U.S. Treasury Cash Reserves (the "Former Fund")
prior to its reorganization into the Fund, which is a newly created portfolio of
Money Market Obligations Trust (the "Trust"). On the date of the reorganization,
September 3, 1999, the Former Fund was dissolved and its net assets (inclusive
of liabilities recorded on the Former Fund's records) were transferred to the
Fund.

Historically, the Former Fund has maintained a constant $1.00 net asset value
per share. The bar chart shows the variability of the Former Fund's
Institutional Service Shares total returns on a calendar year-end basis.



The Former Fund's Institutional Service Shares were not sold subject to a sales
charge (load). The total returns displayed above are based upon the net asset
value.



The Former Fund's Institutional Service Shares total return for the six-month
period from January 1, 1999 to June 30, 1999 was 2.06%.

Within the period shown in the Chart, the Former Fund's Institutional Service
Shares highest quarterly return was 1.35% (quarter ended June 30, 1995). Its
lowest quarterly return was 1.02% (quarter ended March 31, 1999).



AVERAGE ANNUAL TOTAL RETURN TABLE

The following table represents the Fund's Institutional Service Shares Average
Annual Total Returns for the calendar periods ending December 31, 1998.



CALENDAR PERIOD          FUND
1 Year                   4.79%
Start of Performance 1   4.97%



1 The Former Fund's Institutional Service Shares start of performance date was
October 30, 1994.

The Former Fund's Institutional Service Shares 7-Day Net Yield as of December
31, 1998 was 4.07%.

Investors may call the Fund at 1-800-341-7400 to acquire the current 7-Day Net
Yield.



Past performance does not necessarily predict future performance. This
information provides you with historical performance information so that you can
analyze whether the Fund's investment risks are balanced by its potential
rewards.



What are the Fund's Fees and Expenses?

U.S. TREASURY CASH RESERVES

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund's Institutional Service Shares.

<TABLE>

<CAPTION>

SHAREHOLDER FEES

<S>                                                                                 <C>
Fees Paid Directly From
Your Investment
Maximum Sales Charge
(Load) Imposed on
Purchases (as a percentage
of offering price)                                                                  None
Maximum Deferred Sales
Charge (Load) (as a
percentage of original
purchase price or
redemption proceeds,
as applicable)                                                                      None
Maximum Sales Charge
(Load) Imposed on
Reinvested Dividends (and
other Distributions) (as a
percentage of offering
price)                                                                              None
Redemption Fee (as a
percentage of amount
redeemed, if applicable)                                                            None
Exchange Fee                                                                        None

ANNUAL FUND OPERATING EXPENSES (Before Waivers)1 Expenses That are Deducted From
Fund Assets (as a percentage of average net assets)

Management Fee 2                                                                    0.40%
Distribution (12b-1) Fee 3                                                          0.25%
Shareholder Services Fee                                                            0.25%
Other Expenses                                                                      0.10%
Total Annual Fund
Operating Expenses 4                                                                1.00%
1 Although not contractually obligated to do so, the adviser and distributor
expect to waive certain amounts during the fiscal year ending April 30, 2000.
These are shown below along with the net expenses the Fund expects to actually
pay for the fiscal year ending April 30, 2000.
 Total Waivers of Fund's
Institutional Service

Shares Expenses                                                                     0.55%
 Total Actual Annual Fund's

Institutional Service
Shares Operating Expenses

(after waivers)                                                                     0.45%
2 The adviser expects to voluntarily waive a portion of the management fee. The
adviser can terminate this anticipated voluntary waiver at any time. The
management fee paid by the Fund's Institutional Service Shares (after the
anticipated voluntary waiver) is expected to be 0.10% for the fiscal year ending
April 30, 2000.
3 The distributor does not expect to accrue or charge its distribution fee of
0.25% during the year ending April 30, 2000. The distributor can accrue its fee,
and thereby terminate this anticipated voluntary waiver of the distribution fee,
at any time at its sole discretion. The distribution fee paid (after the
anticipated voluntary waiver) by the Fund's Institutional Service Shares is
expected to be 0.00% for the fiscal year ending April 30, 2000.
4 For the fiscal year ended April 30, 1999, prior to the reorganization of U.S.
Treasury Cash Reserves, the Former Fund, as a portfolio of Money Market
Obligations Trust, the Total Annual Fund Operating Expenses and Total Actual
Annual Fund Operating Expenses (after waivers) for the Former Fund's
Institutional Service Shares were 1.00% and 0.45%, respectively.

</TABLE>

EXAMPLE



This Example is intended to help you compare the cost of investing in the Fund's
Institutional Service Shares with the cost of investing in other mutual funds.



The Example assumes that you invest $10,000 in the Fund's Institutional Service
Shares for the time periods indicated and then redeem all of your Shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that the Fund's Institutional Service Shares operating
expenses are BEFORE WAIVERS as estimated in the table and remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:

1 Year       $   103
3 Years      $   322
5 Years      $   558
10 Years    $  1,236


What are the Fund's Investment Strategies?



The Fund invests only in a portfolio of U.S. Treasury securities maturing in 397
days or less that pay interest exempt from state personal income tax. The
dollar-weighted average maturity of the Fund's portfolio will be 90 days or
less.



The adviser targets a dollar-weighted average portfolio maturity range based
upon its interest rate outlook. The adviser formulates its interest rate outlook
by analyzing a variety of factors, such as:

* current U.S. economic activity and the economic outlook;



* current short-term interest rates;

* the Federal Reserve Board's policies regarding short-term interest
rates; and



* the potential effects of foreign economic activity on U.S. short-term
interest rates.



The adviser generally shortens the portfolio's dollar-weighted average maturity
when it expects interest rates to rise and extends the maturity when it expects
interest rates to fall. The adviser selects securities used to shorten or extend
the portfolio's dollar-weighted average maturity by comparing the returns
currently offered by different investments to their historical and expected
returns.



What are the Principal Securities in Which the Fund Invests?

U.S. TREASURY SECURITIES

U.S. Treasury securities are direct obligations of the federal government
of the United States. U.S. Treasury securities pay interest, dividends or
distributions at a specified rate. The rate may be a fixed percentage of
the principal or adjusted periodically. In addition, the U.S. Treasury
must repay the principal amount of the security, normally within a
specified time.

What are the Specific Risks of Investing in the Fund?

Although there are many factors that may affect an investment in the Fund, the
principal risk of investing in a U.S. Treasury money market fund is described
below.

INTEREST RATE RISKS

Prices of fixed income securities rise and fall in response to changes in the
interest rate paid by similar securities. Generally, when interest rates rise,
prices of fixed income securities fall. However, market factors, such as the
demand for particular fixed income securities, may cause the price of certain
fixed income securities to fall while the prices of other securities rise or
remain unchanged.

Interest rate changes have a greater effect on the price of fixed income
securities with longer maturities. Money market funds try to minimize this risk
by purchasing short-term securities.



What Do Shares Cost?



You can purchase or redeem Shares any day the New York Stock Exchange (NYSE) is
open. The Fund attempts to stabilize the net asset value (NAV) of its Shares at
$1.00 by valuing the portfolio securities using the amortized cost method. The
Fund cannot guarantee that its NAV will always remain at $1.00 per Share. The
Fund does not charge a front-end sales charge. NAV is determined at 12:00 noon
and 1:00 p.m. (Eastern time) and as of the end of regular trading (normally 4:00
p.m. Eastern time) each day the NYSE is open.

The required minimum initial investment for Fund Shares is $25,000. There is no
required minimum subsequent investment amount.

An account may be opened with a smaller amount as long as the $25,000 minimum is
reached within 90 days. An institutional investor's minimum investment is
calculated by combining all accounts it maintains with the Fund. Accounts
established through investment professionals may be subject to a smaller minimum
investment amount. Keep in mind that investment professionals may charge you
fees for their services in connection with your Share transactions.

How is the Fund Sold?

The Fund offers two share classes: Institutional Service Shares and
Institutional Shares, each representing interests in a single portfolio of
securities. This prospectus relates only to Institutional Service Shares. Each
share class has different expenses, which affect their performance. Contact your
investment professional or call 1-800-341-7400 for more information concerning
the other class.



The Fund's Distributor, Federated Securities Corp., markets the Shares described
in this prospectus to accounts for which financial institutions act in an agency
or fiduciary capacity, or individuals, directly or through investment
professionals.



When the Distributor receives marketing fees, it may pay some or all of them to
investment professionals. The Distributor and its affiliates may pay out of
their assets other amounts (including items of material value) to investment
professionals for marketing and servicing Shares. The Distributor is a
subsidiary of Federated Investors, Inc. (Federated).

RULE 12B-1 PLAN

The Fund has adopted a Rule 12b-1 Plan, which allows it to pay marketing fees to
the Distributor and investment professionals for the sale, distribution and
customer servicing of the Fund's Institutional Service Shares. Because these
Shares pay marketing fees on an ongoing basis, your investment cost may be
higher over time than other shares with different sales charges and marketing
fees.

How to Purchase Shares

You may purchase Shares through an investment professional or directly from the
Fund. The Fund reserves the right to reject any request to purchase Shares.

THROUGH AN INVESTMENT PROFESSIONAL

* Establish an account with the investment professional; and



* Submit your purchase order to the investment professional before 2:00 p.m.
(Eastern time). You will receive that day's dividend if the investment
professional forwards the order to the Fund and the Fund receives payment by
2:00 p.m. (Eastern time). You will become the owner of Shares and receive
dividends when the Fund receives your payment.



Investment professionals should send payments according to the instructions in
the sections "By Wire" or "By Check."

DIRECTLY FROM THE FUND

* Establish your account with the Fund by submitting a completed New
Account Form; and

* Send your payment to the Fund by Federal Reserve wire or check.

You will become the owner of Shares after the Fund receives your wire or your
check. If your check does not clear, your purchase will be canceled and you
could be liable for any losses or fees the Fund or its transfer agent incurs.

An institution may establish an account and place an order by calling the Fund
and will become a shareholder after the Fund receives the order.

BY WIRE

Send your wire to:

State Street Bank and Trust Company

Boston, MA

Dollar Amount of Wire

ABA Number 011000028

Attention: EDGEWIRE



Wire Order Number, Dealer Number or Group Number



Nominee/Institution Name

Fund Name and Number and Account Number

You cannot purchase Shares by wire on holidays when wire transfers are
restricted.

BY CHECK

Make your check payable to THE FEDERATED FUNDS, note your account number on the
check, and mail it to:

Federated Shareholder Services Company

P.O. Box 8600

Boston, MA 02266-8600

If you send your check by a PRIVATE COURIER OR OVERNIGHT DELIVERY SERVICE that
requires a street address, mail it to:

Federated Shareholder Services Company

1099 Hingham Street

Rockland, MA 02370-3317

Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund
will not accept third-party checks (checks originally payable to someone
other than you or The Federated Funds).

Orders by mail are considered received when payment by check is converted into
federal funds (normally the business day after the check is received) and Shares
begin earning dividends the next day.

BY AUTOMATIC INVESTMENTS

You may establish an account with your financial institution to automatically
purchase Shares on pre-determined dates or when your bank account reaches a
certain level. Under this program, participating financial institutions are
responsible for prompt transmission of orders and may charge you for this
service. You should read this prospectus along with your financial institution's
agreement or materials describing this service.

BY AUTOMATED CLEARING HOUSE (ACH)

Once you have opened an account, you may purchase additional Shares through a
depository institution that is an ACH member. This purchase option can be
established by completing the appropriate sections of the New Account Form.

How to Redeem Shares

You should redeem Shares:

* through an investment professional if you purchased Shares through an
investment professional; or

* directly from the Fund if you purchased Shares directly from the Fund.

THROUGH AN INVESTMENT PROFESSIONAL

Submit your redemption request to your investment professional by the end of
regular trading on the NYSE (normally 4:00 p.m. Eastern time). Investment
professionals are responsible for promptly submitting redemption requests and
providing proper written redemption instructions as outlined below.

DIRECTLY FROM THE FUND

BY TELEPHONE

You may redeem Shares by calling the Fund once you have completed the
appropriate authorization form for telephone transactions.

If you call before 2:00 p.m. (Eastern time) your redemption will be wired to you
the same day. You will not receive that day's dividend.

If you call after 2:00 p.m. (Eastern time) your redemption will be wired to you
the following business day. You will receive that day's dividend.

BY MAIL

You may redeem Shares by mailing a written request to the Fund.

Your redemption request will be processed on the day the Fund receives your
written request in proper form. Dividends are paid up to and including the day
that a redemption request is processed.

Send requests by mail to:

Federated Shareholder Services Company

P.O. Box 8600

Boston, MA 02266-8600

Send requests by PRIVATE COURIER OR OVERNIGHT DELIVERY SERVICE to:

Federated Shareholder Services Company

1099 Hingham Street

Rockland, MA 02370-3317

All requests must include:

* Fund Name and Share Class, account number and account registration;

* amount to be redeemed; and

* signatures of all Shareholders exactly as registered.

Call your investment professional or the Fund if you need special instructions.

SIGNATURE GUARANTEES

Signatures must be guaranteed if:

* your redemption will be sent to an address other than the address of
record;

* your redemption will be sent to an address of record that was changed
within the last 30 days; or

* a redemption is payable to someone other than the shareholder(s) of
record.

A signature guarantee is designed to protect your account from fraud. Obtain a
signature guarantee from a bank or trust company, savings association, credit
union or broker, dealer, or securities exchange member. A NOTARY PUBLIC CANNOT
PROVIDE A SIGNATURE GUARANTEE.

PAYMENT METHODS FOR REDEMPTIONS

Your redemption proceeds will be mailed by check to your address of record. The
following payment options are available if you complete the appropriate section
of the New Account Form or an Account Service Options Form. These payment
options require a signature guarantee if they were not established when the
account was opened:

* an electronic transfer to your account at a financial institution that is
an ACH member; or

* wire payment to your account at a domestic commercial bank that is a Federal
Reserve System member.

REDEMPTION IN KIND

Although the Fund intends to pay Share redemptions in cash, it reserves the
right to pay the redemption price in whole or in part by a distribution of the
Fund's portfolio securities.

LIMITATIONS ON REDEMPTION PROCEEDS

Redemption proceeds normally are wired or mailed within one business day after
receiving a request in proper form. Payment may be delayed up to seven days:

* to allow your purchase to clear;

* during periods of market volatility; or

* when a shareholder's trade activity or amount adversely impacts the Fund's
ability to manage its assets.

You will not accrue interest or dividends on uncashed checks from the Fund if
those checks are undeliverable and returned to the Fund.

ADDITIONAL CONDITIONS

TELEPHONE TRANSACTIONS

The Fund will record your telephone instructions. If the Fund does not follow
reasonable procedures, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

SHARE CERTIFICATES

The Fund no longer issues share certificates. If you are redeeming Shares
represented by certificates previously issued by the Fund, you must return the
certificates with your written redemption request. For your protection, send
your certificates by registered or certified mail, but do not endorse them.

Account and Share Information

ACCOUNT ACTIVITY

You will receive periodic statements reporting all account activity, including
dividends and capital gains paid.

DIVIDENDS AND CAPITAL GAINS

The Fund declares any dividends daily and pays them monthly to shareholders. If
you purchase Shares by wire, you begin earning dividends on the day your wire is
received. If you purchase Shares by check, you begin earning dividends on the
business day after the Fund receives your check. In either case, you earn
dividends through the day your redemption request is received.

The Fund does not expect to realize any capital gains or losses. If capital
gains or losses were to occur, they could result in an increase or decrease in
dividends. The Fund pays any capital gains at least annually. Your dividends and
capital gains distributions will be automatically reinvested in additional
Shares without a sales charge, unless you elect cash payments.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, accounts may be
closed if redemptions cause the account balance to fall below the minimum
initial investment amount. Before an account is closed, you will be notified and
allowed 30 days to purchase additional Shares to meet the minimum.

TAX INFORMATION

The Fund sends an annual statement of your account activity to assist you in
completing your federal, state and local tax returns. Fund distributions of
dividends and capital gains are taxable to you whether paid in cash or
reinvested in the Fund. Dividends are taxable as ordinary income; capital gains
are taxable at different rates depending upon the length of time the Fund holds
its assets.



Fund distributions are expected to be primarily dividends. Redemptions are
taxable sales. Please consult your tax adviser regarding your federal, state and
local tax liability.



Who Manages the Fund?

The Board of Trustees governs the Fund. The Board selects and oversees the
Adviser, Federated Investment Management Company. The Adviser manages the Fund's
assets, including buying and selling portfolio securities. The Adviser's address
is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, PA 15222-3779.



The Adviser and other subsidiaries of Federated advise approximately 175 mutual
funds and separate accounts, which totaled approximately $111 billion in assets
as of December 31, 1998. Federated was established in 1955 and is one of the
largest mutual fund investment managers in the United States with approximately
1,900 employees. More than 4,000 investment professionals make Federated Funds
available to their customers.



ADVISORY FEES

The Adviser receives an annual investment advisory fee of 0.40% of the Fund's
average daily net assets. The Adviser may voluntarily waive a portion of its fee
or reimburse the Fund for certain operating expenses.

YEAR 2000 READINESS

The "Year 2000" problem is the potential for computer errors or failures because
certain computer systems may be unable to interpret dates after December 31,
1999 or experience other date-related problems. The Year 2000 problem may cause
systems to process information incorrectly and could disrupt businesses, such as
the Fund, that rely on computers.

While it is impossible to determine in advance all of the risks to the Fund, the
Fund could experience interruptions in basic financial and operational
functions. Fund shareholders could experience errors or disruptions in Fund
share transactions or Fund communications.

The Fund's service providers are making changes to their computer systems to fix
any Year 2000 problems. In addition, they are working to gather information from
third-party providers to determine their Year 2000 readiness.

Year 2000 problems would also increase the risks of the Fund's investments. To
assess the potential effect of the Year 2000 problem, the Adviser is reviewing
information regarding the Year 2000 readiness of issuers of securities the Fund
may purchase. The financial impact of these issues for the Fund is still being
determined. There can be no assurance that potential Year 2000 problems would
not have a material adverse effect on the Fund.

Financial Information

FINANCIAL HIGHLIGHTS



The following Financial Highlights will help you understand the Former Fund's
financial performance for its past five fiscal years. Some of the information is
presented on a per share basis. Total returns represent the rate an investor
would have earned (or lost) on an investment in the Former Fund, assuming
reinvestment of any dividends and capital gains.

This information has been audited by Ernst & Young LLP, whose report, along with
the Former Fund's audited financial statements, is included in the Annual
Report.



Financial Highlights

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>

<CAPTION>

YEAR ENDED APRIL 30                        1999         1998         1997         1996         1995     1
<S>                                        <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD        $ 1.00       $ 1.00       $ 1.00       $ 1.00      $ 1.00
INCOME FROM INVESTMENT OPERATIONS:

Net investment income                         0.04         0.05         0.05         0.05        0.03
LESS DISTRIBUTIONS:
Distributions from net investment income     (0.04)       (0.05)       (0.05)       (0.05)      (0.03)
NET ASSET VALUE, END OF PERIOD              $ 1.00       $ 1.00       $ 1.00       $ 1.00      $ 1.00
TOTAL RETURN 2                                4.53%        4.97%        4.84%        5.17%       2.60%

RATIOS TO AVERAGE NET ASSETS:

Expenses                                      0.45%        0.45%        0.45%        0.45%       0.45%  3
Net investment income                         4.41%        4.87%        4.73%        4.97%       5.33%  3
Expenses 4                                    0.75%        0.76%        0.77%        0.79%       0.84%  3
Net investment income 4                       4.11%        4.56%        4.41%        4.63%       4.94%  3
SUPPLEMENTAL DATA:

Net assets, end of period (000 omitted)   $925,141     $671,521     $446,344     $227,099     $60,508

</TABLE>

1 Reflects operations for the period from December 15, 1994 (date of initial
public investment) to April 30, 1995.

2 Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

3 Computed on an annualized basis.

4 During the period, certain fees were voluntary waived. If such voluntary
waivers had not occurred, the ratios would have been as indicated.

Further information about the Fund's performance is contained in the Fund's
Annual Report, dated April 30, 1999, which can be obtained free of charge.

 [Graphic]
 Federated

 World-Class Investment Manager

 PROSPECTUS

U.S. Treasury Cash Reserves

A Portfolio of Money Market Obligations Trust

INSTITUTIONAL SERVICE SHARES



AUGUST 31, 1999

A Statement of Additional Information (SAI) dated August 31, 1999, is
incorporated by reference into this prospectus. Additional information about the
Fund and its investments is contained in the Fund's SAI and Annual and
Semi-Annual Reports to shareholders as they become available. The Annual Report
discusses market conditions and investment strategies that significantly
affected the Fund's performance during its last fiscal year. To obtain the SAI,
the Annual Report, the Semi-Annual Report and other information without charge,
and make inquiries, call your investment professional or the Fund at
1-800-341-7400.



You can obtain information about the Fund (including the SAI) by visiting or
writing the Public Reference Room of the Securities and Exchange Commission in
Washington, DC 20549-6009 or from the Commission's Internet site at
http://www.sec.gov. You can call 1-800-SEC-0330 for information on the Public
Reference Room's operations and copying charges.



 [Graphic]
 Federated

 U.S. Treasury Cash Reserves
 Federated Investors Funds
 5800 Corporate Drive
 Pittsburgh, PA 15237-7000

 1-800-341-7400

 WWW.FEDERATEDINVESTORS.COM

 Federated Securities Corp., Distributor

Investment Company Act File No. 811-5950

Cusip 60934N674

1022103A-SS (8/99)

 [Graphic]

STATEMENT OF ADDITIONAL INFORMATION

U.S. TREASURY CASH RESERVES

A Portfolio of Money Market Obligations Trust

INSTITUTIONAL SERVICE SHARES

INSTITUTIONAL SHARES

This Statement of Additional Information (SAI) is not a prospectus. Read this
SAI in conjunction with the prospectuses for U.S. Treasury Cash Reserves (Fund)
Institutional Service Shares and Institutional Shares, dated August 31, 1999.

This SAI incorporates by reference the Fund's Annual Report. Obtain the
prospectuses or the Annual Report without charge by calling 1-800-341-7400.

august 31, 1999

CONTENTS
How is the Fund Organized?
Securities in Which the Fund Invests
How is the Fund Sold?
Subaccounting Services
Redemption in Kind
Massachusetts Partnership Law
Account and Share Information
Tax Information
Who Manages and Provides Services to the Fund?
How Does the Fund Measure Performance?
Who is Federated Investors, Inc.?
Financial Information
Addresses

CUSIP 60934N682
CUSIP 60934N674

1022103B (8/99)


<PAGE>



HOW IS THE FUND ORGANIZED?

The Fund is a diversified portfolio of Money Market Obligations Trust (Trust).
The Trust is an open-end, management investment company that was established
under the laws of the Commonwealth of Massachusetts on October 3, 1988. The
Trust may offer separate series of shares representing interests in separate
portfolios of securities. The Fund, which was established on December 7, 1989,
was reorganized as a portfolio of the Trust on September 3, 1999. The Board of
Trustees (the Board) has established two classes of shares of the Fund, known as
Institutional Service Shares and Institutional Shares. This SAI relates to both
classes of Shares. The Fund's investment adviser is Federated Investment
Management Company (Adviser). Effective March 31, 1999, Federated Management,
former adviser to the Fund, became Federated Investment Management Company
(formerly, Federated Advisers).

SECURITIES IN WHICH THE FUND INVESTS

In pursuing its investment strategy, the Fund may invest in the following
securities for any purpose that is consistent with its investment objective.

SECURITIES DESCRIPTIONS AND TECHNIQUES

FIXED INCOME SECURITIES

Fixed income securities pay interest, dividends or distributions at a specified
rate. The rate may be a fixed percentage of the principal or adjusted
periodically. In addition, the issuer of a fixed income security must repay the
principal amount of the security, normally within a specified time. Fixed income
securities provide more regular income than equity securities. However, the
returns on fixed income securities are limited and normally do not increase with
the issuer's earnings. This limits the potential appreciation of fixed income
securities as compared to equity securities.

A security's yield measures the annual income earned on a security as a
percentage of its price. A security's yield will increase or decrease depending
upon whether it costs less (a discount) or more (a premium) than the principal
amount. If the issuer may redeem the security before its scheduled maturity, the
price and yield on a discount or premium security may change based upon the
probability of an early redemption. Securities with higher risks generally have
higher yields.

The following describes the types of fixed income securities in which the Fund
invests.

    TREASURY SECURITIES

    Treasury securities are direct obligations of the federal government of the
    United States. Treasury securities are generally regarded as having the
    lowest credit risks. ZERO COUPON SECURITIES Zero coupon securities do not
    pay interest or principal until final maturity unlike debt securities that
    provide periodic payments of interest (referred to as a coupon payment).
    Investors buy zero coupon securities at a price below the amount payable at
    maturity. The difference between the purchase price and the amount paid at
    maturity represents interest on the zero coupon security. Investors must
    wait until maturity to receive interest and principal, which increases the
    interest rate risks

    and credit risks of a zero coupon security.

    There are many forms of zero coupon securities. Some are issued at a
    discount and are referred to as zero coupon or capital appreciation bonds.
    Others are created from interest bearing bonds by separating the right to
    receive the bond's coupon payments from the right to receive the bond's
    principal due at maturity, a process known as coupon stripping. In addition,
    some securities give the issuer the option to deliver additional securities
    in place of cash interest payments, thereby increasing the amount payable at
    maturity. These are referred to as pay-in-kind or PIK securities.


<PAGE>


SPECIAL TRANSACTIONS
    DELAYED DELIVERY TRANSACTIONS

    Delayed delivery transactions, including when issued transactions, are
    arrangements in which the Fund buys securities for a set price, with payment
    and delivery of the securities scheduled for a future time. During the
    period between purchase and settlement, no payment is made by the Fund to
    the issuer and no interest accrues to the Fund. The Fund records the
    transaction when it agrees to buy the securities and reflects their value in
    determining the price of its shares. Settlement dates may be a month or more
    after entering into these transactions so that the market values of the
    securities bought may vary from the purchase prices. Therefore, delayed
    delivery transactions create interest rate risks for the Fund. Delayed
    delivery transactions also involve credit risks in the event of a
    counterparty default. ASSET COVERAGE In order to secure its obligations in
    connection with special transactions, the Fund will either own the
    underlying assets, enter into an offsetting transaction or set aside readily
    marketable securities with a value that equals or exceeds the Fund's
    obligations. Unless the Fund has other readily marketable assets to set
    aside, it cannot trade assets used to secure such obligations without
    terminating a special transaction. This may cause the Fund to miss favorable
    trading opportunities or to realize losses on special transactions.

INVESTMENT RISKS

There are many factors which may affect an investment in the Fund. The Fund's
principal risks are described in its prospectus. Additional risk factors are
outlined below.

CREDIT RISK

Credit risk is the possibility that an issuer will default on a security by
failing to pay interest or principal when due. If an issuer defaults, the Fund
will lose money. Credit risk includes the possibility that a party to a
transaction involving the Fund will fail to meet its obligations. This could
cause the Fund to lose the benefit of the transaction or prevent the Fund from
selling or buying other securities to implement its investment strategy.

INVESTMENT LIMITATIONS

DIVERSIFICATION

With respect to securities comprising 75% of the value of its total assets, the
Fund will not purchase securities of any one issuer (other than cash; cash
items; securities issued or guaranteed by the government of the United States or
its agencies or instrumentalities and repurchase agreements collateralized by
such U.S. government securities; and securities of other investment companies)
if, as a result, more than 5% of the value of its total assets would be invested
in securities of that issuer, or the Fund would own more than 10% of the
outstanding voting securities of that issuer.

CONCENTRATION

The Fund will not make investments that will result in the concentration of its
investments in the securities of issuers primarily engaged in the same industry.
Government securities, municipal securities and bank instruments are not deemed
to constitute an industry.

ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund may borrow money, directly or indirectly, and issue senior securities
to the maximum extent permitted under the 1940 Act.


<PAGE>




PLEDGING ASSETS

The Fund will not mortgage, pledge, or hypothecate any assets except as
necessary to secure permitted borrowings. In those cases, it may pledge assets
having a market value not exceeding the lesser of the dollar amounts borrowed or
10% of the value of total assets at the time of the pledge.

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets, except that it may purchase or hold
U.S. Treasury obligations as permitted by its investment objective, policies and
limitations or Declaration of Trust.

INVESTING IN REAL ESTATE

The Fund may not purchase or sell real estate, provided that this restriction
does not prevent the Fund from investing in issuers which invest, deal, or
otherwise engage in transactions in real estate or interests therein, or
investing in securities that are secured by real estate or interests therein.
The Fund may exercise its rights under agreements relating to such securities,
including the right to enforce security interests and to hold real estate
acquired by reason of such enforcement until that real estate can be liquidated
in an orderly manner.

UNDERWRITING SECURITIES

The Fund may not underwrite the securities of other issuers, except that the
Fund may engage in transactions involving the acquisition, disposition or resale
of its portfolio securities, under circumstances where it may be considered to
be an underwriter under the Securities Act of 1933.

INVESTING IN COMMODITIES

The Fund may not purchase or sell physical commodities, provided that the Fund
may purchase securities of companies that deal in commodities.

THE ABOVE LIMITATIONS CANNOT BE CHANGED UNLESS AUTHORIZED BY THE BOARD OF
TRUSTEES (BOARD) AND BY THE "VOTE OF A MAJORITY OF ITS OUTSTANDING VOTING
SECURITIES," AS DEFINED BY THE INVESTMENT COMPANY ACT. THE FOLLOWING
LIMITATIONS, HOWEVER, MAY BE CHANGED BY THE BOARD WITHOUT SHAREHOLDER APPROVAL.
SHAREHOLDERS WILL BE NOTIFIED BEFORE ANY MATERIAL CHANGE IN THESE LIMITATIONS
BECOMES EFFECTIVE.

BUYING ON MARGIN

The Fund will not purchase securities on margin, provided that the Fund may
obtain short-term credits necessary for the clearance of purchases and sales of
securities.

INVESTING IN ILLIQUID SECURITIES

The Fund will not purchase securities for which there is no readily available
market, or enter into repurchase agreements or purchase time deposits maturing
in more than seven days, if immediately after and as a result, the value of such
securities would exceed, in the aggregate, 10% of the Fund's net assets.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund will not acquire securities of other investment companies, except as
part of a merger, consolidation, or other acquisition.

For purposes of the diversification policy, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings association having capital, surplus, and undivided profits in excess
of $100,000,000 at the time of investment to be "cash items."

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
limitation.

For purposes of the concentration policy, in conformity with a position of the
Securities and Exchange Commission (SEC), the Fund considers "bank instruments"
to be limited to instruments of domestic banks.


<PAGE>


REGULATORY COMPLIANCE

The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this Statement of Additional Information, in order to comply with
applicable laws and regulations, including the provisions of and regulations
under the Investment Company Act of 1940. In particular, the Fund will comply
with the various requirements of Rule 2a-7 (the Rule), which regulates money
market mutual funds. The Fund will determine the effective maturity of its
investments according to the Rule. The Fund may change these operational
policies to reflect changes in the laws and regulations without the approval of
its shareholders.

DETERMINING MARKET VALUE OF SECURITIES

The Trustees have decided that the best method for determining the value of
portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for amortization of
premium or accumulation of discount rather than at current market value.
Accordingly, neither the amount of daily income nor the net asset value is
affected by any unrealized appreciation or depreciation of the portfolio. In
periods of declining interest rates, the indicated daily yield on shares of the
Fund computed by dividing the annualized daily income on the Fund's portfolio by
the net asset value computed as above may tend to be higher than a similar
computation made by using a method of valuation based upon market prices and
estimates. In periods of rising interest rates, the opposite may be true.

The Fund's use of the amortized cost method of valuing portfolio instruments
depends on its compliance with certain conditions in the Rule. Under the Rule,
the Trustees must establish procedures reasonably designed to stabilize the net
asset value per share, as computed for purposes of distribution and redemption,
at $1.00 per share, taking into account current market conditions and the Fund's
investment objective. The procedures include monitoring the relationship between
the amortized cost value per share and the net asset value per share based upon
available indications of market value. The Trustees will decide what, if any,
steps should be taken if there is a difference of more than 0.5 of 1% between
the two values. The Trustees will take any steps they consider appropriate (such
as redemption in kind or shortening the average portfolio maturity) to minimize
any material dilution or other unfair results arising from differences between
the two methods of determining net asset value.

HOW IS THE FUND SOLD?

     Under the Distributor's  Contract with the Fund, the Distributor (Federated
Securities Corp.) offers Shares on a continuous, best-efforts basis.

RULE 12B-1 PLAN

As a compensation-type plan, the Rule 12b-1 Plan is designed to pay the
Distributor (who may then pay investment professionals such as banks,
broker/dealers, trust departments of banks, and registered investment advisers)
for marketing activities (such as advertising, printing and distributing
prospectuses, and providing incentives to investment professionals) to promote
sales of Shares so that overall Fund assets are maintained or increased. This
helps the Fund achieve economies of scale, reduce per share expenses, and
provide cash for orderly portfolio management and Share redemptions. In
addition, the Fund's service providers that receive asset-based fees also
benefit from stable or increasing Fund assets.

The Fund may compensate the Distributor more or less than its actual marketing
expenses. In no event will the Fund pay for any expenses of the Distributor that
exceed the maximum Rule 12b-1 Plan fee.

For some classes of Shares, the maximum Rule 12b-1 Plan fee that can be paid in
any one year may not be sufficient to cover the marketing related expenses the
Distributor has incurred. Therefore, it may take the Distributor a number of
years to recoup these expenses.

SHAREHOLDER SERVICES

The Fund may pay Federated Shareholder Services Company, a subsidiary of
Federated Investors, Inc. (Federated), for providing shareholder services and
maintaining shareholder accounts. Federated Shareholder Services Company may
select others to perform these services for their customers and may pay them
fees.

SUPPLEMENTAL PAYMENTS

Investment professionals may be paid fees out of the assets of the Distributor
and/or Federated Shareholder Services Company (but not out of Fund assets). The
Distributor and/or Federated Shareholder Services Company may be reimbursed by
the Adviser or its affiliates.

Investment professionals receive such fees for providing distribution-related or
shareholder services such as sponsoring sales, providing sales literature,
conducting training seminars for employees, and engineering sales-related
computer software programs and systems. Also, investment professionals may be
paid cash or promotional incentives, such as reimbursement of certain expenses
relating to attendance at informational meetings about the Fund or other special
events at recreational-type facilities, or items of material value. These
payments will be based upon the amount of Shares the investment professional
sells or may sell and/or upon the type and nature of sales or marketing support
furnished by the investment professional.

SUBACCOUNTING SERVICES

Certain investment professionals may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping requirements. The
transfer agent may charge a fee based on the level of subaccounting services
rendered. Investment professionals holding Shares in a fiduciary, agency,
custodial, or similar capacity may charge or pass through subaccounting fees as
part of or in addition to normal trust or agency account fees. They may also
charge fees for other services that may be related to the ownership of Shares.
This information should, therefore, be read together with any agreement between
the customer and the investment professional about the services provided, the
fees charged for those services, and any restrictions and limitations imposed.

REDEMPTION IN KIND

Although the Fund intends to pay Share redemptions in cash, it reserves the
right, as described below, to pay the redemption price in whole or in part by a
distribution of the Fund's portfolio securities.

Because the Fund has elected to be governed by Rule 18f-1 under the Investment
Company Act of 1940, the Fund is obligated to pay Share redemptions to any one
shareholder in cash only up to the lesser of $250,000 or 1% of the net assets
represented by such Share class during any 90-day period.

Any Share redemption payment greater than this amount will also be in cash
unless the Fund's Board determines that payment should be in kind. In such a
case, the Fund will pay all or a portion of the remainder of the redemption in
portfolio securities, valued in the same way as the Fund determines its NAV. The
portfolio securities will be selected in a manner that the Fund's Board deems
fair and equitable and, to the extent available, such securities will be readily
marketable.

Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving the portfolio securities and selling them before
their maturity could receive less than the redemption value of the securities
and could incur certain transaction costs.

MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect its
shareholders, the Trust has filed legal documents with Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations of
the Trust.

In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required by the Declaration of Trust to use its
property to protect or compensate the shareholder. On request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act or
obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder will occur only if the Trust itself cannot meet its obligations to
indemnify shareholders and pay judgments against them.

ACCOUNT AND SHARE INFORMATION

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote.

All Shares of the Trust have equal voting rights, except that in matters
affecting only a particular Fund or class, only Shares of that Fund or class are
entitled to vote.

Trustees may be removed by the Board or by shareholders at a special meeting. A
special meeting of shareholders will be called by the Board upon the written
request of shareholders who own at least 10% of the Trust's outstanding shares
of all series entitled to vote.

As of August 6, 1999, the following shareholders owned of record, beneficially,
or both, 5% or more of outstanding Shares of the U.S. Treasury Cash
Reserves-Institutional Shares: The Chase Manhattan Bank NA, New York, NY owned
approximately 175,108,859 Shares (10.49%); Smith & Co., Salt Lake City, UT owned
approximately 112,507,588 Shares (6.74%); Barhemco, Boston, MA owned
approximately 186,477,347 Shares (11.18%); and One & Co., Boston, MA owned
approximately 197,800,184 Shares (11.85%).

As of August 6, 1999, the following shareholders owned of record, beneficially,
or both, 5% or more of outstanding Shares of the U.S. Treasury Cash
Reserves-Institutional Service Shares: The Chase Manhattan Bank NA, New York, NY
owned approximately 258,397,289 Shares (25.30%); Central Carolina Bank & Trust,
Durham, NC owned approximately 95,796,891 Shares (9.38%); Lynspen & Co.,
Birmingham, AL owned approximately 66,768,655 Shares (6.54%); Dolling & Co.,
Wheeling, WV owned approximately 53,102,512 Shares (5.20%); Turtle & Co.,
Boston, MA owned approximately 85,981,314 Shares (8.42%); Tellson & Co., and
Gladstone, NJ owned approximately 80,285,530 Shares (7.86%).

TAX INFORMATION

FEDERAL INCOME TAX

The Fund intends to meet requirements of Subchapter M of the Internal Revenue
Code applicable to regulated investment companies. If these requirements are not
met, it will not receive special tax treatment and will pay federal income tax.

The Fund will be treated as a single, separate entity for federal income tax
purposes so that income earned and capital gains and losses realized by the
Trust's other portfolios will be separate from those realized by the Fund.

WHO MANAGES AND PROVIDES SERVICES TO THE FUND?

BOARD OF TRUSTEES

The Board is responsible for managing the Trust's business affairs and for
exercising all the Trust's powers except those reserved for the shareholders.
Information about each Board member is provided below and includes each
person's: name, address, birth date, present position(s) held with the Trust,
principal occupations for the past five years and positions held prior to the
past five years, total compensation received as a Trustee from the Trust for its
most recent fiscal year, and the total compensation received from the Federated
Fund Complex for the most recent calendar year. The Trust is comprised of
fifteen funds and The Federated Fund Complex is comprised of 56 investment
companies, whose investment advisers are affiliated with the Trust's Adviser.

As of August 6, 1999, the Fund's Board and Officers as a group owned less than
1% of the Fund's outstanding Shares.

An asterisk (*) denotes a Trustee who is deemed to be an interested person as
defined in the Investment Company Act of 1940. A pound sign (#) denotes a Member
of the Board's Executive Committee, which handles the Board's responsibilities
between its meetings.


<PAGE>

<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------
NAME                                                                                        TOTAL
BIRTH DATE                                                                  -------------   COMPENSATION
ADDRESS                    PRINCIPAL OCCUPATIONS                            AGGREGATE       FROM TRUST
POSITION WITH TRUST        FOR PAST FIVE YEARS                              COMPENSATION    AND FUND COMPLEX

                                                                            FROM TRUST

<S>                       <C>                                              <C>              <C>

JOHN F. DONAHUE*+          Chief Executive Officer and Director or                     $0   $0 for the
 Birth Date: July 28,      Trustee of the Federated Fund Complex;                           Trust and
1924                       Chairman and Director, Federated Investors,                      54 other investment
Federated Investors        Inc.; Chairman and Trustee, Federated                            companies
Tower                      Investment Management Company; Chairman and                      in the Fund Complex

1001 Liberty Avenue        Director, Federated Investment Counseling,
Pittsburgh, PA             and Federated Global Investment Management
CHAIRMAN AND TRUSTEE       Corp.; Chairman, Passport Research, Ltd.

- -------------------------

- ----------------------------------------------------------------------------------------------------------------
THOMAS G. BIGLEY           Director or Trustee of the Federated Fund              $18,351   $113,860.22 for the
Birth Date: February 3,    Complex; Director, Member of Executive                           Trust and
1934                       Committee, Children's Hospital of Pittsburgh;                    54 other investment
15 Old Timber Trail        Director, Robroy Industries, Inc. (coated                        companies
Pittsburgh, PA             steel conduits/computer storage equipment);                      in the Fund Complex
TRUSTEE                    formerly: Senior Partner, Ernst & Young LLP;
                           Director, MED 3000 Group, Inc. (physician
                           practice management); Director, Member of
                           Executive Committee, University of Pittsburgh.

- -------------------------

- ----------------------------------------------------------------------------------------------------------------
JOHN T. CONROY, JR.        Director or Trustee of the Federated Fund              $20,189   $125,264.48 for the
Birth Date: June 23,       Complex; President, Investment Properties                        Trust and
1937                       Corporation; Senior Vice President,                              54 other investment
Wood/Commercial Dept.      John R. Wood and Associates, Inc., Realtors;                     companies
John R. Wood               Partner or Trustee in private real estate                        in the Fund Complex

Associates, Inc.           ventures in Southwest Florida; formerly:
Realtors                   President, Naples Property Management, Inc.
3255 Tamiami Trail         and Northgate Village Development Corporation.
North

Naples, FL

TRUSTEE

- -------------------------

- ------------------------   ----------------------------------------------   -------------   --------------------
JOHN F. CUNNINGHAM++       Director or Trustee of some of the Federated                $0   $0 for the
Birth Date: March 5,       Fund Complex; Chairman, President and Chief                      Trust and 26
1943                       Executive Officer, Cunningham & Co., Inc.                        other investment
353 El Brillo Way          (strategic business consulting) ; Trustee                        companies in the
Palm Beach, FL             Associate, Boston College; Director, EMC                         Fund Complex
TRUSTEE                    Corporation (computer storage systems);
                           formerly: Director, Redgate Communications.

                           Previous Positions: Chairman of the Board and
                           Chief Executive Officer, Computer Consoles,
                           Inc.; President and Chief Operating Officer,
                           Wang Laboratories; Director, First National
                           Bank of Boston; Director, Apollo Computer,

                           Inc.

- -------------------------

- ----------------------------------------------------------------------------------------------------------------
LAWRENCE D. ELLIS, M.D.*   Director or Trustee of the Federated Fund              $18,351   $113,860.22 for the
Birth Date: October 11,    Complex; Professor of Medicine, University of                    Trust and
1932                       Pittsburgh; Medical Director, University of                      54 other investment
3471 Fifth Avenue          Pittsburgh Medical Center - Downtown;                            companies
Suite 1111                 Hematologist, Oncologist, and Internist,                         in the Fund Complex
Pittsburgh, PA             University of Pittsburgh Medical Center;
TRUSTEE                    Member, National Board of Trustees, Leukemia
                           Society of America.

- -------------------------

- ----------------------------------------------------------------------------------------------------------------
PETER E. MADDEN            Director or Trustee of the Federated Fund              $18,351   $113,860.22 for the
Birth Date: March 16,      Complex; formerly: Representative,                               Trust and
1942                       Commonwealth of Massachusetts General Court;                     54 other investment
One Royal Palm Way         President, State Street Bank and Trust                           companies
100 Royal Palm Way         Company and State Street Corporation.                            in the Fund Complex
Palm Beach, FL
TRUSTEE                    Previous Positions: Director, VISA USA and
                           VISA International; Chairman and Director,
                           Massachusetts Bankers Association; Director,
                           Depository Trust Corporation; Director, The

                           Boston Stock Exchange.

- -------------------------

- ----------------------------------------------------------------------------------------------------------------
CHARLES F. MANSFIELD,      Director or Trustee of some of the Federated                $0   $0 for the Trust
JR.++                      Fund Complex; Management Consultant.                             and 26 other
Birth Date: April 10,                                                                       investment
1945                       Previous Positions: Chief Executive Officer,                     companies in the
80 South Road              PBTC International Bank; Partner, Arthur                         Fund Complex

Westhampton Beach, NY      Young & Company (now Ernst & Young LLP);
TRUSTEE                    Chief Financial Officer of Retail Banking

                           Sector, Chase Manhattan Bank; Senior Vice
                           President, Marine Midland Bank; Vice
                           President, Citibank; Assistant Professor of
                           Banking and Finance, Frank G. Zarb School of
                           Business, Hofstra University.

- -------------------------

- ----------------------------------------------------------------------------------------------------------------
JOHN E. MURRAY, JR.,       Director or Trustee of the Federated Fund              $18,351   $113,860.22 for the
J.D., S.J.D.               Complex; President, Law Professor, Duquesne                      Trust and
Birth Date: December       University; Consulting Partner, Mollica &                        54 other investment
20, 1932                   Murray; Director, Michael Baker Corp.                            companies
President, Duquesne        (engineering, construction, operations, and                      in the Fund Complex
University                 technical services).
Pittsburgh, PA

TRUSTEE                    Previous Positions: Dean and Professor of
                           Law, University of Pittsburgh School of Law;
                           Dean and Professor of Law, Villanova
                           University School of Law.

- -------------------------

- ----------------------------------------------------------------------------------------------------------------
MARJORIE P. SMUTS          Director or Trustee of the Federated Fund              $18,351   $113,860.22 for the
Birth Date: June 21,       Complex; Public                                                  Trust and
1935                       Relations/Marketing/Conference Planning.                         54 other investment
4905 Bayard Street                                                                          companies
Pittsburgh, PA             Previous Positions: National Spokesperson,                       in the Fund Complex
TRUSTEE                    Aluminum Company of America; television
                           producer; business owner.

- -------------------------

- ----------------------------------------------------------------------------------------------------------------
JOHN S. WALSH++            Director or Trustee of some of the Federated                $0   $0 for the Trust
Birth Date: November       Fund Complex; President and Director, Heat                       and
28, 1957                   Wagon, Inc. (manufacturer of construction                        23 other investment
2007 Sherwood Drive        temporary heaters); President and Director,                      companies
Valparaiso, IN             Manufacturers Products, Inc. (distributor of                     in the Fund Complex
TRUSTEE                    portable construction heaters); President,
                           Portable Heater Parts, a division of
                           Manufacturers Products, Inc.; Director, Walsh
                           & Kelly, Inc. (heavy highway contractor);
                           formerly: Vice President, Walsh & Kelly, Inc.

- -------------------------

- ----------------------------------------------------------------------------------------------------------------
J. CHRISTOPHER DONAHUE+    President or Executive Vice President of the                $0   $0 for the
 Birth Date: April 11,     Federated Fund Complex; Director or Trustee                      Trust and
1949                       of some of the Funds in the Federated Fund                       16 other investment
Federated Investors        Complex; President and Director, Federated                       companies
Tower                      Investors, Inc.; President and Trustee,                          in the Fund Complex

1001 Liberty Avenue        Federated Investment Management Company;
Pittsburgh, PA             President and Director, Federated Investment
PRESIDENT                  Counseling and Federated Global Investment

                           Management Corp.; President, Passport Research, Ltd.;
                           Trustee, Federated Shareholder Services Company;
                           Director, Federated Services Company.

- -------------------------

- ------------------------


<PAGE>



EDWARD C. GONZALES      ----------------------------------------------------------------------------------------
 Birth Date: October       Trustee or Director of some of the Funds in                 $0   $0 for the Trust

22, 1930                   the Federated Fund Complex; President,                           and 1 other
Federated Investors        Executive Vice President and Treasurer of                        investment

Tower                      some of the Funds in the Federated Fund                          company in the

1001 Liberty Avenue        Complex; Vice Chairman, Federated Investors,                     Fund Complex
Pittsburgh, PA             Inc.; Vice President, Federated Investment

EXECUTIVE VICE PRESIDENT   Management Company  and Federated Investment
                           Counseling, Federated Global Investment
                           Management Corp. and Passport Research, Ltd.;
                           Executive Vice President and Director,
                           Federated Securities Corp.; Trustee,
                           Federated Shareholder Services Company.

- -------------------------

- ----------------------------------------------------------------------------------------------------------------
JOHN W. MCGONIGLE          Executive Vice President and Secretary of the               $0   $0 for the
Birth Date: October 26,    Federated Fund Complex; Executive Vice                           Trust and
1938                       President, Secretary, and Director, Federated                    54 other investment
Federated Investors        Investors, Inc.; Trustee, Federated                              companies
Tower                      Investment Management Company; Director,                         in the Fund Complex

1001 Liberty Avenue Federated Investment Counseling and Federated Pittsburgh, PA
Global Investment Management Corp.; Director, EXECUTIVE VICE Federated Services
Company; Director, PRESIDENT AND SECRETARY Federated Securities Corp.

- -------------------------

- ----------------------------------------------------------------------------------------------------------------
RICHARD J. THOMAS          Treasurer of the Federated Fund Complex; Vice               $0   $0 for the
Birth Date: June 17,       President - Funds Financial Services                             Trust and
1954                       Division, Federated Investors, Inc.;                             54 other investment
Federated Investors        formerly: various management positions within                    companies
Tower                      Funds Financial Services Division of                             in the Fund Complex

1001 Liberty Avenue        Federated Investors, Inc.
Pittsburgh, PA

TREASURER

- -------------------------

- ----------------------------------------------------------------------------------------------------------------
RICHARD B. FISHER          President or Vice President of some of the                  $0   $0 for the Trust and
 Birth Date: May 17,       Funds in the Federated Fund Complex; Director                    6 other investment
1923                       or Trustee of some of the Funds in the                           companies in the
Federated Investors        Federated Fund Complex; Executive Vice                           Fund Complex
Tower                      President, Federated Investors, Inc.;

1001 Liberty Avenue        Chairman and Director, Federated Securities
Pittsburgh, PA             Corp.

VICE PRESIDENT

- -------------------------

- ----------------------------------------------------------------------------------------------------------------
WILLIAM D. DAWSON, III     Chief Investment Officer of this Fund and                   $0   $0 for the
Birth Date: March 3,       various other Funds in the Federated Fund                        Trust and
1949                       Complex; Executive Vice President, Federated                     41 other investment
Federated Investors        Investment Counseling, Federated Global                          companies
Tower                      Investment Management Corp., Federated                           in the Fund Complex
1001 Liberty Avenue        Investment Management Company and Passport
Pittsburgh, PA             Research, Ltd.; Registered Representative,
CHIEF INVESTMENT OFFICER   Federated Securities Corp.; Portfolio

                           Manager, Federated Administrative Services; Vice
                           President, Federated Investors, Inc.; formerly:
                           Executive Vice President and Senior Vice President,
                           Federated Investment Counseling Institutional
                           Portfolio Management Services Division; Senior Vice
                           President, Federated Investment Management Company
                           and Passport Research, Ltd.

- -------------------------

- ------------------------   ----------------------------------------------   -------------   --------------------
DEBORAH A. CUNNINGHAM      Deborah A. Cunningham has been the Fund's                   $0   $0 for the Trust and
Birth Date: September      portfolio manager since January 1994.  Ms.                       6 other investment
15, 1959                   Cunningham joined Federated in 1981 and has                      companies in the
Federated Investors        been a Senior Portfolio Manager and a Senior                     Fund Complex
Tower                      Vice President of the Fund's Adviser since
1001 Liberty Avenue        1997. Ms. Cunningham served as a Portfolio
Pittsburgh, PA             Manager and a Vice President of the Adviser
VICE PRESIDENT             from 1993 until 1996. Ms. Cunningham is a

                           Chartered Financial Analyst and received her
                           M.S.B.A. in Finance from Robert Morris

                           College.

- -------------------------

- ------------------------   ----------------------------------------------   -------------   --------------------
SUSAN R. HILL              Susan R. Hill has been the Fund's portfolio                 $0   $0 for the Trust
Birth Date: June 20,       manager since July 1993.  She is Vice                            and
1963                       President of the Trust.  Ms. Hill joined                         9 other investment
Federated Investors        Federated in 1990 and has been a Portfolio                       companies n the
Tower                      Manager since 1993 and a Vice President of                       Fund Complex
1001 Liberty Avenue        the Fund's Adviser since 1997. Ms. Hill was a
Pittsburgh, PA             Portfolio Manager and an Assistant Vice
VICE PRESIDENT             President of the Adviser from 1994 until
                           1997. Ms. Hill is a Chartered Financial

                           Analyst and received an M.S. in Industrial

                           Administration from Carnegie Mellon
                           University.
</TABLE>

+  MR. DONAHUE IS THE FATHER OF J. CHRISTOPHER DONAHUE, PRESIDENT OF THE TRUST.

++MESSRS. CUNNINGHAM, MANSFIELD AND WALSH BECAME MEMBERS OF THE BOARD OF
TRUSTEES ON JANUARY 1, 1999. THEY DID NOT EARN ANY FEES FOR SERVING THE FUND
COMPLEX SINCE THESE FEES ARE REPORTED AS OF THE END OF THE LAST CALENDAR YEAR.
THEY DID NOT RECEIVE ANY FEES AS OF THE FISCAL YEAR END OF THE TRUST.

INVESTMENT ADVISER

The Adviser conducts investment research and makes investment decisions for the
Fund.

The Adviser is a wholly owned subsidiary of Federated.

The Adviser shall not be liable to the Trust or any Fund shareholder for any
losses that may be sustained in the purchase, holding, or sale of any security
or for anything done or omitted by it, except acts or omissions involving
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.

OTHER RELATED SERVICES

Affiliates of the Adviser may, from time to time, provide certain electronic
equipment and software to institutional customers in order to facilitate the
purchase of Fund Shares offered by the Distributor.

BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. The Adviser will generally use those who are recognized dealers in
specific portfolio instruments, except when a better price and execution of the
order can be obtained elsewhere. In selecting among firms believed to meet these
criteria, the Adviser may give consideration to those firms which have sold or
are selling Shares of the Fund and other funds distributed by the Distributor
and its affiliates. The Adviser makes decisions on portfolio transactions and
selects brokers and dealers subject to review by the Fund's Board.

Investment decisions for the Fund are made independently from those of other
accounts managed by the Adviser. When the Fund and one or more of those accounts
invests in, or disposes of, the same security, available investments or
opportunities for sales will be allocated among the Fund and the account(s) in a
manner believed by the Adviser to be equitable. While the coordination and
ability to participate in volume transactions may benefit the Fund, it is
possible that this procedure could adversely impact the price paid or received
and/or the position obtained or disposed of by the Fund.

ADMINISTRATOR

Federated Services Company, a subsidiary of Federated, provides administrative
personnel and services (including certain legal and financial reporting
services) necessary to operate the Fund. Federated Services Company provides
these at the following annual rate of the average aggregate daily net assets of
all Federated Funds as specified below:

MAXIMUM ADMINISTRATIVE      AVERAGE AGGREGATE DAILY NET ASSETS OF THE FEDERATED
FEE                             FUNDS
0.150 of 1%                     on the first $250 million

- -------------------------
0.125 of 1%                     on the next $250 million
- -------------------------
0.100 of 1%                     on the next $250 million
- -------------------------
0.075 of 1%                     on assets in excess of $750 million
- -------------------------
The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of Shares.
Federated Services Company may voluntarily waive a portion of its fee and may
reimburse the Fund for expenses.


Federated Services Company also provides certain accounting and recordkeeping
services with respect to the Fund's portfolio investments for a fee based on
Fund assets plus out-of-pocket expenses.

CUSTODIAN

State Street Bank and Trust Company, Boston, Massachusetts, is custodian for the
securities and cash of the Fund. Foreign instruments purchased by the Fund are
held by foreign banks participating in a network coordinated by State Street
Bank.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Services Company, through its registered transfer agent subsidiary,
Federated Shareholder Services Company, maintains all necessary shareholder
records. The Fund pays the transfer agent a fee based on the size, type, and
number of accounts and transactions made by shareholders.

INDEPENDENT AUDITORS

The independent auditor for the Fund, Ernst & Young LLP, plans and performs its
audit so that it may provide an opinion as to whether the Fund's financial
statements and financial highlights are free of material misstatement.


<PAGE>



FEES PAID BY THE FUND FOR SERVICES

FOR THE YEAR ENDED APRIL 30       1999                    1998         1997
Advisory Fee Earned                  $9,280,201     $7,087,604   $5,563,438
- ---------------------------------
Advisory Fee Reduction               $6,922,681     $5,493,748   $4,378,520
- ---------------------------------
Brokerage Commissions                $0                     $0           $0
- ---------------------------------
Administrative Fee                   $1,749,318     $1,336,995   $1,050,793
- ---------------------------------
12B-1 FEE

- ---------------------------------
 Institutional Service Shares        $0                   ----         ----
- ---------------------------------
SHAREHOLDER SERVICES FEE

- ---------------------------------
  Institutional Service Shares       $2,019,701           ----         ----
- ---------------------------------
  Institutional Shares               $0                   ----         ----
- ---------------------------------

Fees are allocated among Classes based on their pro rata share of Fund assets,
except for marketing (Rule 12b-1) fees and shareholder services fees, which are
borne only by the applicable Class of Shares.

For the fiscal years ended April 30, 1999, 1998 and 1997, fees paid by the Fund
for services are prior to the Fund's reorganization as a portfolio of the Trust
on September 3, 1999.

HOW DOES THE FUND MEASURE PERFORMANCE?

The Fund may advertise Share performance by using the SEC's standard method for
calculating performance applicable to all mutual funds. The SEC also permits
this standard performance information to be accompanied by non-standard
performance information.

The performance of Shares depends upon such variables as: portfolio quality;
average portfolio maturity; type and value of portfolio securities; changes in
interest rates; changes or differences in the Fund's or any class of Shares'
expenses; and various other factors.

Share performance fluctuates on a daily basis largely because net earnings
fluctuate daily. Both net earnings and offering price per Share are factors in
the computation of yield and total return.

AVERAGE ANNUAL TOTAL RETURNS AND YIELD

Total returns given for the one-year, five-year and Start of Performance periods
ended April 30, 1999.

Yield and Effective Yield given for the 7-day period ended April 30, 1999.

Performance of the Fund shown is prior to its reorganization as a portfolio of
the Trust on September 3, 1999.

7  DAY PERIOD        1 Year      5 Years Start of Performance on
                                              December 15, 1994
INSTITUTIONAL

SERVICE SHARES

- ---------------------
Total Return              NA                  4.53%       NA      4.91%
- ---------------------
Yield                     4.09%               NA          NA      NA
- ---------------------
Effective Yield           4.19%               NA          NA      NA
- ---------------------
                          7  DAY PERIOD       1 Year      5 Years
                                        Start of Performance on June 11, 1991
- ---------------------
INSTITUTIONAL SHARES

- ---------------------
Total Return              NA                  4.79%       5.06%   4.52%
- ---------------------
Yield                     4.34%               NA          NA      NA
- ---------------------
Effective Yield           4.44%               NA          NA      NA


TOTAL RETURN

Total return represents the change (expressed as a percentage) in the value of
Shares over a specific period of time, and includes the investment of income and
capital gains distributions.

The average annual total return for Shares is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of Shares owned at the end of the period by
the NAV per Share at the end of the period. The number of Shares owned at the
end of the period is based on the number of Shares purchased at the beginning of
the period with $1,000, less any applicable sales charge, adjusted over the
period by any additional Shares, assuming the annual reinvestment of all
dividends and distributions.

YIELD

The yield of Shares is based upon the seven days ending on the day of the
calculation, called the "base period." This yield is calculated by: determining
the net change in the value of a hypothetical account with a balance of one
Share at the beginning of the base period, with the net change excluding capital
changes but including the value of any additional Shares purchased with
dividends earned from the original one Share and all dividends declared on the
original and any purchased Shares; dividing the net change in the account's
value by the value of the account at the beginning of the base period to
determine the base period return; and multiplying the base period return by
365/7. The effective yield is calculated by compounding the unannualized
base-period return by: adding one to the base-period return, raising the sum to
the 365/7th power; and subtracting one from the result.

To the extent investment professionals and broker/dealers charge fees in
connection with services provided in conjunction with an investment in Shares,
the Share performance is lower for shareholders paying those fees.

PERFORMANCE COMPARISONS

Advertising and sales literature may include:

o    references  to  ratings,   rankings,   and  financial  publications  and/or
     performance comparisons of Shares to certain indices;

o  charts, graphs and illustrations using the Fund's returns, or returns in
   general, that demonstrate investment concepts such as tax-deferred
   compounding, dollar-cost averaging and systematic investment;

o  discussions of economic, financial and political developments and their
   impact on the securities market, including the portfolio manager's views on
   how such developments could impact the Fund; and

o information about the mutual fund industry from sources such as the Investment
Company Institute.

The Fund may compare its performance, or performance for the types of securities
in which it invests, to a variety of other investments, including federally
insured bank products such as bank savings accounts, certificates of deposit,
and Treasury bills.

The Fund may quote information from reliable sources regarding individual
countries and regions, world stock exchanges, and economic and demographic
statistics.

You may use financial publications and/or indices to obtain a more complete view
of Share performance. When comparing performance, you should consider all
relevant factors such as the composition of the index used, prevailing market
conditions, portfolio compositions of other funds, and methods used to value
portfolio securities and compute offering price. The financial publications
and/or indices which the Fund uses in advertising may include:

o    LIPPER  ANALYTICAL  SERVICES,  INC. ranks funds in various fund  categories
     based on  total  return,  which  assumes  the  reinvestment  of all  income
     dividends and capital gains distributions, if any.

oIBC/DONOGHUE'S MONEY FUND REPORT publishes annualized yields of money market
funds weekly. Donoghue's MONEY MARKET INSIGHT publication reports monthly and
12-month-to-date investment results for the same money funds.

oMONEY, a monthly magazine, regularly ranks money market funds in various
categories based on the latest available seven-day effective yield.

oSALOMON 30-DAY TREASURY BILL INDEX is a weekly quote of the most representative
yields for selected securities, issued by the U.S. Treasury, maturing in 30
days.

WHO IS FEDERATED INVESTORS, INC.?

Federated is dedicated to meeting investor needs by making structured,
straightforward and consistent investment decisions. Federated investment
products have a history of competitive performance and have gained the
confidence of thousands of financial institutions and individual investors.

Federated's disciplined investment selection process is rooted in sound
methodologies backed by fundamental and technical research. At Federated,
success in investment management does not depend solely on the skill of a single
portfolio manager. It is a fusion of individual talents and state-of-the-art
industry tools and resources. Federated's investment process involves teams of
portfolio managers and analysts, and investment decisions are executed by
traders who are dedicated to specific market sectors and who handle trillions of
dollars in annual trading volume.

FEDERATED FUNDS OVERVIEW

MUNICIPAL FUNDS

In the municipal sector, as of December 31, 1998, Federated managed 10 bond
funds with approximately $2.2 billion in assets and 23 money market funds with
approximately $12.5 billion in total assets. In 1976, Federated introduced one
of the first municipal bond mutual funds in the industry and is now one of the
largest institutional buyers of municipal securities. The Funds may quote
statistics from organizations including The Tax Foundation and the National
Taxpayers Union regarding the tax obligations of Americans.

EQUITY FUNDS

In the equity sector, Federated has more than 28 years' experience. As of
December 31, 1998, Federated managed 27 equity funds totaling approximately
$14.9 billion in assets across growth, value, equity income, international,
index and sector (i.e. utility) styles. Federated's value-oriented management
style combines quantitative and qualitative analysis and features a structured,
computer-assisted composite modeling system that was developed in the 1970s.

CORPORATE BOND FUNDS

In the corporate bond sector, as of December 31, 1998, Federated managed 9 money
market funds and 15 bond funds with assets approximating $22.8 billion and $7.1
billion, respectively. Federated's corporate bond decision making--based on
intensive, diligent credit analysis--is backed by over 26 years of experience in
the corporate bond sector. In 1972, Federated introduced one of the first
high-yield bond funds in the industry. In 1983, Federated was one of the first
fund managers to participate in the asset-backed securities market, a market
totaling more than $209 billion.

GOVERNMENT FUNDS

In the government sector, as of December 31, 1998, Federated managed 9
mortgage-backed, 5 government/ agency and 19 government money market mutual
funds, with assets approximating $5.3 billion, $1.8 billion and $41.6 billion,
respectively. Federated trades approximately $425 million in U.S. government and
mortgage-backed securities daily and places approximately $25 billion in
repurchase agreements each day. Federated introduced the first U.S. government
fund to invest in U.S. government bond securities in 1969. Federated has been a
major force in the short- and intermediate-term government markets since 1982
and currently manages approximately $43.2 billion in government funds within
these maturity ranges.

MONEY MARKET FUNDS

In the money market sector, Federated gained prominence in the mutual fund
industry in 1974 with the creation of the first institutional money market fund.
Simultaneously, the company pioneered the use of the amortized cost method of
accounting for valuing shares of money market funds, a principal means used by
money managers today to value money market fund shares. Other innovations
include the first institutional tax-free money market fund. As of December 31,
1998, Federated managed more than $76.7 billion in assets across 52 money market
funds, including 19 government, 9 prime and 23 municipal with assets
approximating $41.6 billion, $22.8 billion and $12.5 billion, respectively.

     The Chief  Investment  Officers  responsible  for  oversight of the various
investment  sectors within Federated are: U.S. equity and high yield - J. Thomas
Madden; U.S. fixed income -William D. Dawson, III; and global equities and fixed
income - Henry A.  Frantzen.  The Chief  Investment  Officers are Executive Vice
Presidents of the Federated

advisory companies.

MUTUAL FUND MARKET

Thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $5 trillion to the more than 7,300 funds available,
according to the Investment Company Institute.

FEDERATED CLIENTS OVERVIEW

Federated distributes mutual funds through its subsidiaries for a variety of
investment purposes. Specific markets include:

INSTITUTIONAL CLIENTS

Federated meets the needs of approximately 900 institutional clients nationwide
by managing and servicing separate accounts and mutual funds for a variety of
purposes, including defined benefit and defined contribution programs, cash
management, and asset/liability management. Institutional clients include
corporations, pension funds, tax exempt entities, foundations/endowments,
insurance companies, and investment and financial advisers. The marketing effort
to these institutional clients is headed by John B. Fisher, President,
Institutional Sales Division, Federated Securities Corp.

BANK MARKETING

Other institutional clients include more than 1,600 banks and trust
organizations. Virtually all of the trust divisions of the top 100 bank holding
companies use Federated Funds in their clients' portfolios. The marketing effort
to trust clients is headed by Timothy C. Pillion, Senior Vice President, Bank
Marketing & Sales.

BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES

Federated Funds are available to consumers through major brokerage firms
nationwide--we have over 2,200 broker/dealer and bank broker/dealer
relationships across the country--supported by more wholesalers than any other
mutual fund distributor. Federated's service to financial professionals and
institutions has earned it high ratings in several surveys performed by DALBAR,
Inc. DALBAR is recognized as the industry benchmark for service quality
measurement. The marketing effort to these firms is headed by James F. Getz,
President, Broker/Dealer Sales Division, Federated Securities Corp.

FINANCIAL INFORMATION

The Financial Statements for the Fund for the fiscal year ended April 30, 1999,
are incorporated herein by reference to the Annual Report to Shareholders of
U.S. Treasury Cash Reserves dated April 30, 1999.


<PAGE>





ADDRESSES

U.S. TREASURY CASH RESERVES

Institutional Service Shares
Institutional Shares

Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000

DISTRIBUTOR
Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue,
Pittsburgh, PA 15222-3779

INVESTMENT ADVISER

Federated Investment Management Company
Federated Investors Tower
1001 Liberty Avenue

Pittsburgh, PA 15222-3779

CUSTODIAN

State Street Bank and Trust Company
P.O. Box 8600

Boston, MA 02266-8600

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Shareholder Services Company
P.O. Box 8600

Boston, MA 02266-8600

INDEPENDENT AUDITORS

Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116-5072

RISK/RETURN BAR CHART AND TABLE

THE GRAPHIC PRESENTATION DISPLAYED HERE CONSISTS OF A BAR CHART REPRESENTING THE
ANNUAL TOTAL RETURNS OF AUTOMATED GOVERNMENT CASH RESERVES AS OF THE CALENDAR
YEAR-END FOR EACH OF EIGHT YEARS.

THE `Y' AXIS REFLECTS THE "% TOTAL RETURN" BEGINNING WITH "0" AND INCREASING IN
INCREMENTS OF 1% UP TO 6%.

THE `X' AXIS REPRESENTS CALCULATION PERIODS FROM THE EARLIEST FIRST FULL
CALENDAR YEAR END OF THE FORMER FUND'S START OF BUSINESS THROUGH THE CALENDAR
YEAR ENDED 1998. THE LIGHT GRAY SHADED CHART FEATURES EIGHT DISTINCT VERTICAL
BARS, EACH SHADED IN CHARCOAL, AND EACH VISUALLY REPRESENTING BY HEIGHT THE
TOTAL RETURN PERCENTAGES FOR THE CALENDAR YEAR STATED DIRECTLY AT ITS BASE. THE
CALCULATED TOTAL RETURN PERCENTAGE FOR THE FORMER FUND FOR EACH CALENDAR YEAR IS
STATED DIRECTLY AT THE TOP OF EACH RESPECTIVE BAR, FOR THE CALENDAR YEARS 1991
THROUGH 1998. THE PERCENTAGES NOTED ARE: 5.60%, 3.29%, 2.71%, 3.81%, 5.45%,
4.89%, 5.04%, AND 4.96% RESPECTIVELY.

RISK/RETURN BAR CHART AND TABLE

THE GRAPHIC PRESENTATION DISPLAYED HERE CONSISTS OF A BAR CHART REPRESENTING THE
ANNUAL TOTAL RETURNS OF AUTOMATED TREASURY CASH RESERVES AS OF THE CALENDAR
YEAR-END FOR EACH OF SEVEN YEARS.

THE `Y' AXIS REFLECTS THE "% TOTAL RETURN" BEGINNING WITH "0" AND INCREASING IN
INCREMENTS OF 1.50% UP TO 6%.

THE `X' AXIS REPRESENTS CALCULATION PERIODS FROM THE EARLIEST FIRST FULL
CALENDAR YEAR END OF THE FORMER FUND'S START OF BUSINESS THROUGH THE CALENDAR
YEAR ENDED 1998. THE LIGHT GRAY SHADED CHART FEATURES SEVEN DISTINCT VERTICAL
BARS, EACH SHADED IN CHARCOAL, AND EACH VISUALLY REPRESENTING BY HEIGHT THE
TOTAL RETURN PERCENTAGES FOR THE CALENDAR YEAR STATED DIRECTLY AT ITS BASE. THE
CALCULATED TOTAL RETURN PERCENTAGE FOR THE FORMER FUND FOR EACH CALENDAR YEAR IS
STATED DIRECTLY AT THE TOP OF EACH RESPECTIVE BAR, FOR THE CALENDAR YEARS 1992
THROUGH 1998. THE PERCENTAGES NOTED ARE: 3.12%, 2.60%, 3.52%, 5.22%, 4.74%,
4.75%, AND 4.65% RESPECTIVELY.

RISK/RETURN BAR CHART AND TABLE

THE GRAPHIC PRESENTATION DISPLAYED HERE CONSISTS OF A BAR CHART REPRESENTING THE
ANNUAL TOTAL RETURNS OF INSTITUTIONAL SHARES OF U.S. TREASURY CASH RESERVES AS
OF THE CALENDAR YEAR-END FOR EACH OF SEVEN YEARS.

THE `Y' AXIS REFLECTS THE "% TOTAL RETURN" BEGINNING WITH "0" AND INCREASING IN
INCREMENTS OF 1% UP TO 6%.

THE `X' AXIS REPRESENTS CALCULATION PERIODS FROM THE EARLIEST FIRST FULL
CALENDAR YEAR END OF THE FORMER FUND'S START OF BUSINESS THROUGH THE CALENDAR
YEAR ENDED 1998. THE LIGHT GRAY SHADED CHART FEATURES SEVEN DISTINCT VERTICAL
BARS, EACH SHADED IN CHARCOAL, AND EACH VISUALLY REPRESENTING BY HEIGHT THE
TOTAL RETURN PERCENTAGES FOR THE CALENDAR YEAR STATED DIRECTLY AT ITS BASE. THE
CALCULATED TOTAL RETURN PERCENTAGE FOR THE FORMER FUND FOR EACH CALENDAR YEAR IS
STATED DIRECTLY AT THE TOP OF EACH RESPECTIVE BAR, FOR THE CALENDAR YEARS 1992
THROUGH 1998. THE PERCENTAGES NOTED ARE: 3.46%, 2.91%, 3.89%, 5.60%, 5.13%,
5.18%, AND 5.05% RESPECTIVELY.

RISK/RETURN BAR CHART AND TABLE

THE GRAPHIC PRESENTATION DISPLAYED HERE CONSISTS OF A BAR CHART REPRESENTING THE
ANNUAL TOTAL RETURNS OF INSTITUTIONAL SERVICE SHARES OF U.S. TREASURY CASH
RESERVES AS OF THE CALENDAR YEAR-END FOR EACH OF FOUR YEARS.

THE `Y' AXIS REFLECTS THE "% TOTAL RETURN" BEGINNING WITH "0" AND INCREASING IN
INCREMENTS OF 1% UP TO 6%.

THE `X' AXIS REPRESENTS CALCULATION PERIODS FROM THE EARLIEST FIRST FULL
CALENDAR YEAR END OF THE FORMER FUND'S START OF BUSINESS THROUGH THE CALENDAR
YEAR ENDED 1998. THE LIGHT GRAY SHADED CHART FEATURES FOUR DISTINCT VERTICAL
BARS, EACH SHADED IN CHARCOAL, AND EACH VISUALLY REPRESENTING BY HEIGHT THE
TOTAL RETURN PERCENTAGES FOR THE CALENDAR YEAR STATED DIRECTLY AT ITS BASE. THE
CALCULATED TOTAL RETURN PERCENTAGE FOR THE FORMER FUND FOR EACH CALENDAR YEAR IS
STATED DIRECTLY AT THE TOP OF EACH RESPECTIVE BAR, FOR THE CALENDAR YEARS 1995
THROUGH 1998. THE PERCENTAGES NOTED ARE: 5.34%, 4.86%, 4.91% AND 4.79%
RESPECTIVELY.




PART C.      OTHER INFORMATION.
Item 23        EXHIBITS:

(a)  (i) Conformed copy of Declaration of Trust of the Registrant; (12)

(ii) Conformed  copy of  Amendment  No.  1 to the  Declaration  of  Trust of the
     Registrant; (12)

(iii)Conformed  copy of  Amendment  No.  2 to the  Declaration  of  Trust of the
     Registrant; (17)

(iv) Conformed  copy of  Amendment  No.  3 to the  Declaration  of  Trust of the
     Registrant; (17)

(v)  Conformed  copy of  Amendment  No.  4 to the  Declaration  of  Trust of the
     Registrant; (17)

(vi) Conformed  copy of  Amendment  No.  5 to the  Declaration  of  Trust of the
     Registrant; (17)

(vii)Conformed  copy of  Amendment  No.  6 to the  Declaration  of  Trust of the
     Registrant; (17)

(viii) Conformed  copy of  Amendment  No. 8 to the  Declaration  of Trust of the
     Registrant; (10)

(ix) Conformed  copy of  Amendment  No.  9 to the  Declaration  of  Trust of the
     Registrant; (15)

(x)  Conformed  copy of  Amendment  No.  10 to the  Declaration  of Trust of the
     Registrant; (16)

(xi) Conformed  copy of  Amendment  No.  11 to the  Declaration  of Trust of the
     Registrant; +

(xii)Conformed  copy of  Amendment  No.  12 to the  Declaration  of Trust of the
     Registrant; +

(b)  (i) Copy of By-Laws of the Registrant; (12)

(ii) Copy of Amendment No. 1 to By-Laws of the

               Registrant; (17)

     (iii)     Copy of Amendment No. 2 to By-Laws of the  Registrant; (17)
     (iv)      Copy of Amendment No. 3 to By-Laws of the  Registrant; (17)
     (v)       Copy of Amendment No. 4 to By-Laws of the  Registrant; (17)


+       All exhibits filed electronically.

10.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 12 on Form N-1A filed February 21, 1995. (File Nos.  33-31602
     and 811-5950).

12.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 16 on Form N-1A filed September 29, 1995. (File Nos. 33-31602
     and 811-5950).

15.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 20 on Form N-1A filed September 23, 1996. (File Nos. 33-31602
     and 811-5950).

16.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 22 on Form N-1A filed September 23, 1997. (File Nos. 33-31602
     and 811-5950).

17.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 24 on Form N-1A filed September 28, 1998. (File Nos. 33-31602
     and 811-5950).

(c)  (i) Copy of Specimen  Certificate for Shares of Beneficial  Interest of the
     Registrant; (8)

(ii) Copies of  Specimen  Certificates  for  Shares of  Beneficial  Interest  of
     Automated Cash Management Trust - Cash II Shares and Institutional  Service
     Shares; (16)

(iii)Copies of  Specimen  Certificates  for  Shares of  Beneficial  Interest  of
     Treasury Obligations Fund - Institutional Capital Shares; (16)

(d)  (i) Conformed copy of Investment Advisory Contract of the Registrant; (12)

(ii) Conformed  copy of Exhibit A to the  Investment  Advisory  Contract  of the
     Registrant; (12)

(iii)Conformed  copy of Exhibit B to the  Investment  Advisory  Contract  of the
     Registrant; (12)

(iv) Conformed  copy of Exhibit D to the  Investment  Advisory  Contract  of the
     Registrant; (12)

(v)  Conformed  copy of Exhibit E to the  Investment  Advisory  Contract  of the
     Registrant; (12)

(vi) Conformed  copy of Exhibit G to the  Investment  Advisory  Contract  of the
     Registrant; (12)

(vii)Conformed  copy of Exhibit H to the  Investment  Advisory  Contract  of the
     Registrant; +

(viii) Conformed  copy of Exhibit I to the Investment  Advisory  Contract of the
     Registrant; +

(ix) Conformed  copy of Exhibit J to the  Investment  Advisory  Contract  of the
     Registrant; +

(x)  Conformed  copy of Exhibit K to the  Investment  Advisory  Contract  of the
     Registrant; +

(xi) Conformed  copy of Exhibit L to the  Investment  Advisory  Contract  of the
     Registrant; +

(xii)Conformed  copy of Exhibit M to the  Investment  Advisory  Contract  of the
     Registrant; +

(xiii) Conformed  copy of Exhibit N to the Investment  Advisory  Contract of the
     Registrant; +

(xiv)Conformed  copy of Exhibit O to the  Investment  Advisory  Contract  of the
     Registrant; +


+       All exhibits filed electronically.

8.   Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment  No. 8 on Form N-1A filed June 1, 1994.  (File Nos.  33-31602 and
     811-5950).

12.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 16 on Form N-1A filed September 29, 1995.
     (File Nos.  33-31602 and 811-5950)

16.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 22 on Form N-1A filed September 23, 1997. (File Nos. 33-31602
     and 811-5950)

     (xv) Conformed copy of Exhibit P to the Investment
     Advisory Contract of the Registrant; + (xvi)
     Conformed copy of Exhibit Q to the Investment
     Advisory Contract of the Registrant; + (xvii)
     Conformed copy of Exhibit R to the Investment
     Advisory Contract of the Registrant; +

(e)  (i)       Conformed copy of Distributor's Contract   of the Registrant; (7)
     (ii)      Conformed copy of Exhibit A to the Distributor's Contract of
                    the Registrant; +
     (iii)     Conformed copy of Exhibit C to the Distributor's Contract of the
                     Registrant; +
     (iv)      Conformed copy of Exhibit D to the Distributor's Contract of the
                     Registrant;   (15)
     (v)       Conformed copy of Exhibit E to the Distributor's Contract of the
                     Registrant; (16)
     (vi)      Conformed copy of Exhibit F to the Distributor's Contract of the
                     Registrant; (16)
     (vii)     Conformed copy of Exhibit G to the Distributor's Contract of the
                     Registrant; +
     (viii)    Conformed copy of Exhibit H to the Distributor's Contract of the
                     Registrant; +
     (ix)      Conformed copy of Exhibit I to the Distributor's Contract of the
                     Registrant; +
     (xi)      The Registrant hereby incorporates the
               conformed copy of the specimen Mutual Funds
               Sales and Service Agreement; Mutual Funds
               Service Agreement; and Plan Trustee/ Mutual
               Funds Service Agreement from Item 24(b)(6)
               of the Cash Trust Series II Registration
               Statement on Form N-1A filed with the
               Commission on July 24, 1995. (File Nos.
               33-38550 and 811-6269).

(f)  Not applicable;

(g)    (i)     Conformed copy of Custodian Agreement of the Registrant; (8)

+       All exhibits filed electronically.

7.   Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment  No. 7 on Form N-1A filed May 6, 1994.  (File Nos.  33-31602  and
     811-5950).

8.   Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment  No. 8 on Form N-1A filed June 1, 1994.  (File Nos.  33-31602 and
     811-5950).

15.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 20 on Form N-1A filed September 23, 1996. (File Nos. 33-31602
     and 811-5950).

16.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 22 on Form N-1A filed September 23, 1997. (File Nos. 33-31602
     and 811-5950).

(h)  (i) Conformed  copy of Amended and Restated  Agreement for Fund  Accounting
     Services,  Administrative  Services,  Transfer  Agency Services and Custody
     Services Procurement; +

                             (ii) The responses described in Item 23(e)(vi) are
                             hereby incorporated by reference. (iii) Conformed
                             copy of Amended and Restated Shareholder Services
                             Agreement of the Registrant; +

                             (iv)    The Registrant hereby incorporates by
                                     reference the conformed copy of the
                                     Shareholder Services Sub-Contract between
                                     Fidelity and Federated Shareholder Services
                                     from Item 24(b)(9)(iii) of the Federated
                                     GNMA Trust Registration Statement on Form
                                     N-1A, filed with the Commission on March
                                     25, 1996 (File Nos. 2-75670 and 811-3375).

(i) Conformed copy of Opinion and Consent of Counsel as to
legality of shares being registered; (12) (j) (i)
Conformed copy of Consent of Arthur Andersen LLP for:

              (a)     Automated Cash Management Trust; (17)

              (b)     Federated Short-Term U.S. Government Trust; (19)
              (c)     Government Obligations Fund; (17)
              (d)     Government Obligations Tax-Managed Fund; (17)
              (e)     Prime Obligations Fund; (17)
              (f)     Tax-Free Obligations Fund; (17)
              (g)     Treasury Obligations Fund; (17)
              (h)     Trust for Government Cash Reserves; (19)
              (i)     Trust for U.S. Treasury Obligations; (19)
       (ii)   Conformed copy of Consent of Ernst & Young LLP     for:
              (a)     Automated Government Cash Reserves; +
              (b)     Automated Treasury Cash Reserves; +
              (c)     U.S. Treasury Cash Reserves; +

       (ii)   Conformed copy of Custodian Fee Schedule;   (17)

+       All exhibits filed electronically.

12.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 16 on Form N-1A filed September 29, 1995. (File Nos. 33-31602
     and 811-5950).

17.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 24 on Form N-1A filed September 28, 1998. (File Nos. 33-31602
     and 811-5950).

19.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 26 on Form N-1A filed April 26, 1999. (File Nos. 33-31602 and
     811-5950). (iii) Conformed copy of Consent of Deloitte & Touche LLP for:

                            (a)     Automated Government Money Trust;(19)
                            (b)     Federated Master Trust; (19)
                            (c)     Liquid Cash Trust; (20)

                            (d)     Trust for Short-Term
                                            U.S. Government Securities (19)
                      (k)    Not applicable;
                      (l) Conformed copy of Initial Capital Understanding; (12)
                      (m)    (i)    Conformed copy of Distribution Plan of the
                                    Registrant; (16)
                             (ii) Conformed copy of Exhibit A to the
                             Distribution Plan of the Registrant; (16) (iii)
                             Conformed copy of Exhibit B to the Distribution
                             Plan of the Registrant; + (iv) The responses
                             described in Item 23(e)(vi) are hereby incorporated
                             by reference. (iv) The responses described in Item
                             23(e)(vi) are hereby incorporated by reference.

                      (n)    The Registrant hereby incorporates the conformed
                             copy of the specimen Multiple Class Plan from Item
                             24(b)(18) of the World Investment Series, Inc.
                             Registration Statement on Form N-1A, filed with the
                             Commission on January 26, 1996. (File Nos. 33-52149
                             and 811-07141).

(p)                   (i) Conformed copy of Power of Attorney of the
                              Registrant; (18)
                             (ii)   Conformed copy of Power of Attorney of
                                    Chief Investment Officer of the
                                        Registrant; (18)
                             (iii)  Conformed copy of Power of Attorney of
                                    Treasurer of the Registrant; (18)

+       All exhibits filed electronically.

12.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 16 on Form N-1A filed September 29, 1995. (File Nos. 33-31602
     and 811-5950).

16.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 22 on Form N-1A filed September 23, 1997. (File Nos. 33-31602
     and 811-5950).

18.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 25 on Form N-1A filed February 12, 1999. (File Nos.  33-31602
     and 811-5950).

19.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 26 on Form N-1A filed April 26, 1999. (File Nos. 33-31602 and
     811-5950).

20.  Response  is  incorporated  by  reference  to  Registrant's  Post-Effective
     Amendment No. 28 on Form N-1A filed May 25, 1999.  (File Nos.  33-31602 and
     811-5950).

Item 24.   PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND:

           None

Item 25.   INDEMNIFICATION:  (1)

Item 26.   BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER:

           For a description of the other business of the investment adviser,
           see the section entitled "Who Manages the Fund?" in Part A. The
           affiliations with the Registrant of four of the Trustees and one of
           the Officers of the investment adviser are included in Part B of this
           Registration Statement under "Who Manages and Provides Services to
           the Fund?" The remaining Trustee of the investment adviser, his
           position with the investment adviser, and, in parentheses, his
           principal occupation is: Mark D. Olson (Partner, Wilson, Halbrook &
           Bayard), 107 W. Market Street, Georgetown, Delaware 19947.

           The remaining Officers of the investment adviser are:

           Executive Vice Presidents:                 William D. Dawson, III
                                                      Henry A. Frantzen
                                                      J. Thomas Madden

           Senior Vice Presidents:                    Joseph M. Balestrino
                                                      David A. Briggs
                                                      Drew J. Collins
                                                      Jonathan C. Conley
                                                      Deborah A. Cunningham
                                                      Michael P. Donnelly
                                                      Mark E. Durbiano
                                                      Jeffrey A. Kozemchak
                                                      Sandra L. McInerney
                                                      Susan M. Nason
                                                      Mary Jo Ochson
                                                      Robert J. Ostrowski
           Vice Presidents:                           Todd A. Abraham
                                                      J. Scott Albrecht
                                                      Arthur J. Barry
                                                      Randall S. Bauer
                                                      G. Andrew Bonnewell
                                                      Micheal W. Casey
                                                      Robert E. Cauley

1.   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).

                                                      Kenneth J. Cody
                                                      Alexandre de Bethmann
                                                      B. Anthony Delserone, Jr.
                                                      Linda A. Duessel
                                                      Donald T. Ellenberger
                                                      Kathleen M. Foody-Malus
                                                      Thomas M. Franks
                                                      Edward C. Gonzales
                                                      James E. Grefenstette
                                                      Marc Halperin
                                                      Patricia L. Heagy
                                                      Susan R. Hill
                                                      William R. Jamison
                                                      Constantine J. Kartsonas
                                                      Stephen A. Keen
                                                      Robert M. Kowit
                                                      Richard J. Lazarchic
                                                      Steven Lehman
                                                      Marian R. Marinack
                                                      William M. Painter
                                                      Jeffrey A. Petro
                                                      Keith J. Sabol
                                                      Frank Semack
                                                      Aash M. Shah
                                                      Michael W. Sirianni, Jr.
                                                      Christopher Smith
                                                      Tracy P. Stouffer
                                                      Edward J. Tiedge
                                                      Peter Vutz
                                                      Paige M. Wilhelm
                                                      George B. Wright
                                                      Jolanta M. Wysocka

           Assistant Vice Presidents:                 Nancy J. Belz
                                                      Lee R. Cunningham, II
                                                      James H. Davis, II
                                                      Jacqueline A. Drastal
                                                      Paul S. Drotch
                                                      Salvatore A. Esposito
                                                      Donna M. Fabiano
                                                      Gary E. Farwell
                                                      Eamonn G. Folan
                                                      John T. Gentry
                                                      John W. Harris
                                                      Nathan H. Kehm
                                                      John C. Kerber
                                                      Grant K. McKay
                                                      Natalie F. Metz
                                                      Joseph M. Natoli
                                                      Ihab Salib
                                                      James W. Schaub
                                                      John Sheehy
                                                      Matthew K. Stapen
                                                      Diane Tolby
                                                      Timothy G. Trebilcock
                                                      Leonardo A. Vila
                                                      Steven J. Wagner
                                                      Lori A. Wolff

           Secretary:                                 G. Andrew Bonnewell

           Treasurer:                                 Thomas R. Donahue

           Assistant Secretaries:                     Thomas R. Donahue
                                                      Richard B. Fisher

           Assistant Treasurer:                       Richard B. Fisher

           The business address of each of the Officers of the investment
           adviser is Federated Investors Tower, 1001 Liberty Avenue,
           Pittsburgh, Pennsylvania 15222-3779. These individuals are also
           officers of a majority of the investment advisers to the investment
           companies in the Federated Fund Complex described in Part B of this
           Registration Statement.

Item 27.  PRINCIPAL UNDERWRITERS:

(a)  Federated  Securities  Corp. the  Distributor for shares of the Registrant,
     acts  as  principal  underwriter  for  the  following  open-end  investment
     companies, including the Registrant:

        Cash Trust Series II; Cash Trust Series, Inc.; CCB Funds; 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 Core Trust; 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 Municipal Opportunities Fund,
        Inc.; Federated Municipal Securities Fund, Inc.; Federated Municipal
        Trust; Federated Short-Term Municipal 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.; Fixed Income
        Securities, Inc.; ; Hibernia Funds; Independence One Mutual Funds;
        Intermediate Municipal Trust; International Series, Inc.; Investment
        Series Funds, Inc.; Managed Series Trust; Marshall Funds, Inc.; Money
        Market Management, Inc.; Money Market Obligations Trust; Money Market
        Obligations Trust II; Money Market Trust; Municipal Securities Income
        Trust; Newpoint Funds; Regions Funds; RIGGS Funds; SouthTrust Funds;
        Tax-Free Instruments Trust; The Planters Funds; The Wachovia Funds; The
        Wachovia Municipal Funds; Vision Group of Funds, Inc.; World Investment
        Series, Inc.; Blanchard Funds; Blanchard Precious Metals Fund, Inc.; DG
        Investor Series; High Yield Cash Trust; Investment Series Trust; Star
        Funds; Targeted Duration Trust; The Virtus Funds; Trust for Financial
        Institutions;

     Federated  Securities  Corp.  also acts as  principal  underwriter  for the
following closed-end investment company: Liberty Term Trust, Inc.- 1999.

        (b)
<TABLE>
<CAPTION>

           (1)                                 (2)                             (3)
Name and Principal                  Positions and Offices              Positions and Offices

 BUSINESS ADDRESS                      WITH DISTRIBUTOR                   WITH REGISTRANT

<S>                                <C>                                <C>

Richard B. Fisher                   Chairman, Chief Executive             Vice President
Federated Investors Tower           Officer, Chief Operating
1001 Liberty Avenue                 Officer, Asst. Secretary

Pittsburgh, PA 15222-3779           and Asst. Treasurer,
                                    Federated Securities Corp.

Arthur L. Cherry                    Director                                     --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John B. Fisher                      President-Institutional Sales                --
Federated Investors Tower           and Director
1001 Liberty Avenue                 Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas R. Donahue                   Director, Assistant Secretary                --
Federated Investors Tower           and Assistant Treasurer
1001 Liberty Avenue                 Federated Securities Corp.
Pittsburgh, PA 15222-3779

James F. Getz                       President-Broker/Dealer and                  --
Federated Investors Tower           Director
1001 Liberty Avenue                 Federated Securities Corp.
Pittsburgh, PA 15222-3779

Edward C. Gonzales                  Executive Vice President              Executive Vice
Federated Investors Tower           Federated Securities Corp.            President
1001 Liberty Avenue

Pittsburgh, PA 15222-3779

David M. Taylor                     Executive Vice President                     --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mark W. Bloss                       Senior Vice President,                       --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

           (1)                                 (2)                             (3)
Name and Principal                  Positions and Offices              Positions and Offices

 BUSINESS ADDRESS                      WITH DISTRIBUTOR                   WITH REGISTRANT

Richard W. Boyd                     Senior Vice President,                       --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Laura M. Deger                      Senior Vice President,                       --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Theodore Fadool, Jr.                Senior Vice President,                       --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Bryant R. Fisher                    Senior Vice President,                       --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Christopher T. Fives                Senior Vice President,                       --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

James S. Hamilton                   Senior Vice President,                       --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

James M. Heaton                     Senior Vice President,                       --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Keith Nixon                         Senior Vice President,                       --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Solon A. Person, IV                 Senior Vice President,                       --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Timothy C. Pillion                  Senior Vice President,                       --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779


<PAGE>



           (1)                                 (2)                             (3)
Name and Principal                  Positions and Offices              Positions and Offices

 BUSINESS ADDRESS                      WITH DISTRIBUTOR                   WITH REGISTRANT

Thomas E. Territ                    Senior Vice President,                       --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Ernest G. Anderson                  Vice President,                      --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Teresa M. Antoszyk                  Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John B. Bohnet                      Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Jane E. Broeren-Lambesis            Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Matthew W. Brown                    Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

David J. Callahan                   Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mark Carroll                        Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Steven R. Cohen                     Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mary J. Combs                       Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779


<PAGE>



           (1)                                 (2)                             (3)
Name and Principal                  Positions and Offices              Positions and Offices

 BUSINESS ADDRESS                      WITH DISTRIBUTOR                   WITH REGISTRANT

R. Edmond Connell, Jr.              Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

R. Leonard Corton, Jr.              Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Kevin J. Crenny                     Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Daniel T. Culbertson                Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

G. Michael Cullen                   Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Marc C. Danile                      Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Robert J. Deuberry                  Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

William C. Doyle                    Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Jill Ehrenfeld                      Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mark D. Fisher                      Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779


<PAGE>



           (1)                                 (2)                             (3)
Name and Principal                  Positions and Offices              Positions and Offices

 BUSINESS ADDRESS                      WITH DISTRIBUTOR                   WITH REGISTRANT

Mark A. Gessner                     Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Joseph D. Gibbons                   Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John K. Goettlicher                 Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Craig S. Gonzales                   Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

G. Tad Gullickson                   Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Dayna C. Haferkamp                  Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Raymond Hanley                      Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Bruce E. Hastings                   Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Beth A. Hetzel                      Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

James E. Hickey                     Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779


<PAGE>



           (1)                                 (2)                             (3)
Name and Principal                  Positions and Offices              Positions and Offices

 BUSINESS ADDRESS                      WITH DISTRIBUTOR                   WITH REGISTRANT

Charlene H. Jennings                Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

H. Joseph Kennedy                   Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Michael W. Koenig                   Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Christopher A. Layton               Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Michael H. Liss                     Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Michael R. Manning                  Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Mark J. Miehl                       Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Richard C. Mihm                     Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Alec H. Neilly                      Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Thomas A. Peters III                Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779


<PAGE>



           (1)                                 (2)                             (3)
Name and Principal                  Positions and Offices              Positions and Offices

 BUSINESS ADDRESS                      WITH DISTRIBUTOR                   WITH REGISTRANT

Robert F. Phillips                  Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Richard A. Recker                   Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Eugene B. Reed                      Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Paul V. Riordan                     Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John Rogers                         Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Brian S. Ronayne                    Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Thomas S. Schinabeck                Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Edward J. Segura                    Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Edward L. Smith                     Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

David W. Spears                     Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779


<PAGE>



           (1)                                 (2)                             (3)
Name and Principal                  Positions and Offices              Positions and Offices

 BUSINESS ADDRESS                      WITH DISTRIBUTOR                   WITH REGISTRANT

John A. Staley                      Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Colin B. Starks                     Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Jeffrey A. Stewart                  Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

William C. Tustin                   Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Paul A. Uhlman                      Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Miles J. Wallace                    Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John F. Wallin                      Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Richard B. Watts                    Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Edward J. Wojnarowski               Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Michael P. Wolff                    Vice President,                              --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779


<PAGE>



           (1)                                 (2)                             (3)
Name and Principal                  Positions and Offices              Positions and Offices

 BUSINESS ADDRESS                      WITH DISTRIBUTOR                   WITH REGISTRANT

Robert W. Bauman                    Assistant Vice President,                    --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Edward R. Bozek                     Assistant Vice President,                    --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Terri E. Bush                       Assistant Vice President,                    --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Beth C. Dell                        Assistant Vice President,                    --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

David L. Immonen                    Assistant Vice President,                    --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

John T. Glickson                    Assistant Vice President,                    --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Ernest L. Linane                    Assistant Vice President,                    --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Renee L. Martin                     Assistant Vice President,                    --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Robert M. Rossi                     Assistant Vice President,                    --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Denis McAuley                       Treasurer,                                   --
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779


<PAGE>



           (1)                                 (2)                             (3)
Name and Principal                  Positions and Offices              Positions and Offices

 BUSINESS ADDRESS                      WITH DISTRIBUTOR                   WITH REGISTRANT

Leslie K. Ross                      Assistant Secretary,                Assistant Secretary
Federated Investors Tower           Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
</TABLE>

               (c)    Not applicable

Item 28.       LOCATION OF ACCOUNTS AND RECORDS:

     All accounts and records  required to be maintained by Section 31(a) of the
Investment  Company  Act of 1940  and  Rules  31a-1  through  31a-3  promulgated
thereunder are maintained at one of the following locations:

        Registrant                             Federated Investors Tower
                                               1001 Liberty Avenue
                                               Pittsburgh, PA  15222-3779

     (Notices should be sent to the Agent for Service at the above address)

                                               Federated Investors Funds
                                               5800 Corporate Drive
                                               Pittsburgh, PA 15237-7000

        Federated Shareholder                  P.O. Box 8600
        Services Company                       Boston, MA 02266-8600
        ("Transfer Agent and Dividend

        Disbursing Agent")

        Federated Services Company             Federated Investors Tower
        ("Administrator")                      1001 Liberty Avenue

                                               Pittsburgh, PA  15222-3779

        Federated Investment                   Federated Investors Tower
        Management Company                     1001 Liberty Avenue
        ("Adviser")                            Pittsburgh, PA  15222-3779

        State Street Bank and                  P.O. Box 8600
        Trust Company                          Boston, MA 02266-8600

        ("Custodian")

Item 29.       MANAGEMENT SERVICES:  Not applicable.

Item 30.       UNDERTAKINGS:

     Registrant hereby undertakes to comply with the provisions of Section 16(c)
of the 1940 Act with  respect to the  removal  of  Trustees  and the  calling of
special shareholder meetings by shareholders.


<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, 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 1933 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
27th day of August, 1999.

                         MONEY MARKET OBLIGATIONS TRUST

                      BY: /s/ Leslie K. Ross
                      Leslie K. Ross, Assistant Secretary
                      Attorney in Fact for John F. Donahue

                      August 27, 1999

     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/ Leslie K. Ross

     Leslie K. Ross                         Attorney In Fact    August 27, 1999
     ASSISTANT SECRETARY                    For the Persons
                                            Listed Below

     NAME                                      TITLE

John F. Donahue*                             Chairman and Trustee
                                             (Chief Executive Officer)

J. Christopher Donahue*                      President

Richard J. Thomas*                           Treasurer(Principal Financial and
                                             Accounting Officer)

William D. Dawson, III*                      Chief Investment Officer

Thomas G. Bigley*                            Trustee

John T. Conroy, Jr.*                         Trustee

John F. Cunningham*                          Trustee

Lawrence D. Ellis, M.D.*                     Trustee

Peter E. Madden*                             Trustee

Charles F. Mansfield, Jr.*                   Trustee

John E. Murray, Jr., J.D., S.J.D.*           Trustee

Marjorie P. Smuts*                           Trustee

John S. Walsh*                               Trustee

*By Power of Attorney








                                                 Exhibit (a)(xi) under Form N-1A
                                            Exhibit 3(i) under Item 601/Reg. S-K

                         MONEY MARKET OBLIGATIONS TRUST

                                Amendment No. 11

                              DECLARATION OF TRUST

                              dated October 3, 1988

THIS Declaration of Trust is amended as follows:

        Strike the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:

        "SECTION 5.  ESTABLISHMENT AND DESIGNATION OF SERIES OR CLASS."

        Without limiting the authority of the Trustees set forth herein, to
establish and designate any additional series or class or to modify the rights
or preferences of any existing series or class, the series and classes have been
established and designated as:

                          Automated Cash Management Trust
                           Cash II Shares
                           Institutional Service Shares

                          Automated Government Money Trust
                          Federated Master Trust
                          Federated Short-Term U.S. Government Trust
                          Government Obligations Fund

                           Institutional Shares
                           Institutional Service Shares

                          Government Obligations Tax Managed Fund
                           Institutional Shares
                           Institutional Service Shares

                          Liquid Cash Trust
                          Prime Obligations Fund

                           Institutional Shares
                           Institutional Service Shares

                          Tax-Free Obligations Fund
                           Institutional Shares
                           Institutional Service Shares

                          Treasury Obligations Fund
                           Institutional Shares
                           Institutional Service Shares
                           Institutional Capital Shares

                          Trust for Government Cash Reserves
                          Trust for Short-Term U.S. Government Securities
                          Trust for U.S. Treasury Obligations


<PAGE>


        The establishment and designation of any series or class of shares in
addition to those established and designated above shall be effective upon the
execution by a majority of the then Trustees, without the need for Shareholder
approval, of an amendment tot his Declaration of Trust, taking the form of a
complete restatement or otherwise, setting forth such establishment and
designation and the relative rights and preferences of any such series or class,
or as otherwise provided in such instrument.

     The undersigned  hereby certify that the  above-stated  Amendment is a true
and correct  Amendment to the  Declaration of Trust,  as adopted by the Board of
Trustees on the 17th day of November, 1998.

        WITNESS the due execution hereof this 17th day of February, 1999..

/S/ JOHN F. DONAHUE                         /S/ EDWARD L. FLAHERTY, JR.
John F. Donahue                             Edward L. Flaherty, Jr.

/S/ THOMAS G. BIGLEY                        /S/ PETER E. MADDEN
Thomas G. Bigley                            Peter E. Madden

/S/ JOHN T. CONROY, JR.                     /S/ CHARLES F. MANSFIELD, JR.
John T. Conroy, Jr.                         Charles F. Mansfield, Jr.

/S/ WILLIAM J. COPELAND                     /S/ JOHN E. MURRAY, JR.
William J. Copeland                         John E. Murray, Jr.

/S/ JOHN F. CUNNINGHAM                      /S/ WESLEY W. POSVAR
John F. Cunningham                          Wesley W. Posvar

/S/ J. CHRISTOPHER DONAHUE                  /S/ MARJORIE P. SMUTS
J. Christopher Donahue                      Marjorie P. Smuts

/S/ JAMES E. DOWD                           /S/ JOHN S. WALSH
James E. Dowd                               John S. Walsh

/S/ LAWRENCE D. ELLIS, M.D.
Lawrence D. Ellis, M.D.



                                                Exhibit (a)(xii) under Form N-1A
                                            Exhibit 3(i) under Item 601/Reg. S-K

                         MONEY MARKET OBLIGATIONS TRUST

                                Amendment No. 12

                              DECLARATION OF TRUST

                              dated October 3, 1988

THIS Declaration of Trust is amended as follows:

        Strike the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:

        "SECTION 5.  ESTABLISHMENT AND DESIGNATION OF SERIES OR CLASS."

        Without limiting the authority of the Trustees set forth herein, to
establish and designate any additional series or class or to modify the rights
or preferences of any existing series or class, the series and classes have been
established and designated as:

                          Automated Cash Management Trust
                           Cash II Shares
                           Institutional Service Shares

                          Automated Government Cash Reserves
                          Automated Government Money Trust
                          Automated Treasury Cash Reserves
                          Federated Master Trust
                          Federated Short-Term U.S. Government Trust
                          Federated Tax-Free Trust
                          Government Obligations Fund

                           Institutional Shares
                           Institutional Service Shares

                          Government Obligations Tax Managed Fund
                           Institutional Shares
                           Institutional Service Shares

                          Liberty U.S. Government Money Market Trust
                           Class A Shares
                           Class B. Shares

                          Liquid Cash Trust
                          Prime Obligations Fund

                           Institutional Shares
                           Institutional Service Shares

                          Tax-Free Obligations Fund
                           Institutional Shares
                           Institutional Service Shares

                          Treasury Obligations Fund
                           Institutional Shares
                           Institutional Service Shares
                           Institutional Capital Shares

                          Trust for Government Cash Reserves
                          Trust for Short-Term U.S. Government Securities
                          Trust for U.S. Treasury Obligations
                          U.S. Treasury Cash Reserves

                           Institutional Service Shares
                           Institutional Shares

        The establishment and designation of any series or class of shares in
addition to those established and designated above shall be effective upon the
execution by a majority of the then Trustees, without the need for Shareholder
approval, of an amendment tot his Declaration of Trust, taking the form of a
complete restatement or otherwise, setting forth such establishment and
designation and the relative rights and preferences of any such series or class,
or as otherwise provided in such instrument.

     The undersigned  hereby certify that the  above-stated  Amendment is a true
and correct  Amendment to the  Declaration of Trust,  as adopted by the Board of
Trustees on the 17th day of November, 1998.

        WITNESS the due execution hereof this 17th day of February, 1999.

/S/ JOHN F. DONAHUE                         /S/ EDWARD L. FLAHERTY, JR.
John F. Donahue                             Edward L. Flaherty, Jr.

/S/ THOMAS G. BIGLEY                        /S/ PETER E. MADDEN
Thomas G. Bigley                            Peter E. Madden

/S/ JOHN T. CONROY, JR.                     /S/ CHARLES F. MANSFIELD, JR.
John T. Conroy, Jr.                         Charles F. Mansfield, Jr.

/S/ WILLIAM J. COPELAND                     /S/ JOHN E. MURRAY, JR.
William J. Copeland                         John E. Murray, Jr.

/S/ JOHN F. CUNNINGHAM                      /S/ WESLEY W. POSVAR
John F. Cunningham                          Wesley W. Posvar

/S/ J. CHRISTOPHER DONAHUE                  /S/ MARJORIE P. SMUTS
J. Christopher Donahue                      Marjorie P. Smuts

/S/ JAMES E. DOWD                           /S/ JOHN S. WALSH
James E. Dowd                               John S. Walsh

/S/ LAWRENCE D. ELLIS, M.D.
Lawrence D. Ellis, M.D.



                                                Exhibit (d)(vii) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                                    EXHIBIT H

                                     to the

                          Investment Advisory Contract

                             FEDERATED MASTER TRUST

        For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .40 of 1% of the
average daily net assets of the Fund.

     The portion of the fee based upon the average  daily net assets of the Fund
shall be accrued  daily at the rate of 1/365th of .40 of 1% applied to the daily
net assets of the Fund.

        The advisory fee so accrued shall be paid to Adviser daily.

        Witness the due execution hereof this 1st day of April, 1999.

                                    FEDERATED INVESTMENT
                                            MANAGEMENT COMPANY

                                    By:  /S/ G. ANDREW BONNEWELL

                                    Name:  G. Andrew Bonnewell
                                    Title:  Vice President

                                    MONEY MARKET OBLIGATIONS TRUST

                                    By:  /S/ RICHARD B. FISHER

                                    Name:  Richard B. Fisher
                                    Title:  Vice President



                                               Exhibit (d)(viii) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                                    EXHIBIT I

                                     to the

                          Investment Advisory Contract

                   FEDERATED SHORT-TERM U.S. GOVERNMENT TRUST

        For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .40 of 1% of the
average daily net assets of the Fund.

     The portion of the fee based upon the average  daily net assets of the Fund
shall be accrued  daily at the rate of 1/365th of .40 of 1% applied to the daily
net assets of the Fund.

        The advisory fee so accrued shall be paid to Adviser daily.

        Witness the due execution hereof this 1st day of April, 1999.

                                    FEDERATED INVESTMENT
                                            MANAGEMENT COMPANY

                                    By:  /S/ G. ANDREW BONNEWELL

                                    Name:  G. Andrew Bonnewell
                                    Title:  Vice President

                                    MONEY MARKET OBLIGATIONS TRUST

                                    By:  /S/ RICHARD B. FISHER

                                    Name:  Richard B. Fisher
                                    Title:  Vice President



                                                 Exhibit (d)(ix) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                                    EXHIBIT J

                                     to the

                          Investment Advisory Contract

                                LIQUID CASH TRUST

        For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .40 of 1% of the
average daily net assets of the Fund.

     The portion of the fee based upon the average  daily net assets of the Fund
shall be accrued  daily at the rate of 1/365th of .40 of 1% applied to the daily
net assets of the Fund.

        Adviser shall reimburse the Fund (limited to the amount of the gross
investment advisory fee computed in accordance with the above provision in any
fiscal year or portion thereof, the amount, if any, by which the aggregate
normal operating expenses of the Fund, including the gross investment advisory
fee but excluding interest, taxes, brokerage commissions, Federal and state
registration fees, expenses of withholding taxes, and extraordinary expenses for
such fiscal year or portion thereof exceed .45 of 1% (or in the case of a
portion of a fiscal year, .45 of 1% multiplied by the number of calendar months
in such period) of the average daily net assets of the Fund for such period.
This obligation does not include any expenses incurred by shareholders who
choose to avail themselves of the Transfer Agent's sub-accounting facilities.
Such reimbursement will be accounted for and adjusted annually in accordance
with generally accepted accounting principles and any Rules and Regulations of
the Securities and Exchange Commission applicable thereto.

        The advisory fee so accrued shall be paid to Adviser daily.

        Witness the due execution hereof this 1st day of April, 1999.

                                    FEDERATED INVESTMENT
                                            MANAGEMENT COMPANY

                                    By:  /S/ G. ANDREW BONNEWELL

                                    Name:  G. Andrew Bonnewell
                                    Title:  Vice President

                                    MONEY MARKET OBLIGATIONS TRUST

                                    By:  /S/ RICHARD B. FISHER

                                    Name:  Richard B. Fisher
                                    Title:  Vice President



                                                  Exhibit (d)(x) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                                    EXHIBIT K

                                     to the

                          Investment Advisory Contract

                       TRUST FOR GOVERNMENT CASH RESERVES

        For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .40 of 1% of the
average daily net assets of the Fund.

     The portion of the fee based upon the average  daily net assets of the Fund
shall be accrued  daily at the rate of 1/365th of .40 of 1% applied to the daily
net assets of the Fund.

        The advisory fee so accrued shall be paid to Adviser daily.

        Witness the due execution hereof this 1st day of April, 1999.

                                    FEDERATED INVESTMENT
                                            MANAGEMENT COMPANY

                                    By:  /S/ G. ANDREW BONNEWELL

                                    Name:  G. Andrew Bonnewell
                                    Title:  Vice President

                                    MONEY MARKET OBLIGATIONS TRUST

                                    By:  /S/ RICHARD B. FISHER

                                    Name:  Richard B. Fisher
                                    Title:  Vice President



                                                 Exhibit (d)(xi) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                                    EXHIBIT L

                                     to the

                          Investment Advisory Contract

                 TRUST FOR SHORT-TERM U.S. GOVERNMENT SECURITIES

        For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .40 of 1% of the
average daily net assets of the Fund.

     The portion of the fee based upon the average  daily net assets of the Fund
shall be accrued  daily at the rate of 1/365th of .40 of 1% applied to the daily
net assets of the Fund.

        Adviser shall reimburse the Fund (limited to the amount of the gross
investment advisory fee computed in accordance with the above provision in any
fiscal year or portion thereof, the amount, if any, by which the aggregate
normal operating expenses of the Fund, including the gross investment advisory
fee but excluding interest, taxes, brokerage commissions, expenses of
registering and qualifying the Fund and its Shares under Federal and State laws,
expenses of withholding taxes, and extraordinary expenses for such fiscal year
or portion thereof exceed .45 of 1% (or in the case of a portion of a fiscal
year, .0375 of 1% multiplied by the number of calendar months in such period) of
the average daily net assets of the Fund for such period. This obligation does
not include any expenses incurred by shareholders who choose to avail themselves
of the Transfer Agent's sub-accounting facilities. Such reimbursement will be
accounted for and adjusted annually in accordance with generally accepted
accounting principles and any Rules and Regulations of the Securities and
Exchange Commission applicable thereto.

        The advisory fee so accrued shall be paid to Adviser daily.

        Witness the due execution hereof this 1st day of April, 1999.

                                    FEDERATED INVESTMENT
                                            MANAGEMENT COMPANY

                                    By:  /S/ G. ANDREW BONNEWELL

                                    Name:  G. Andrew Bonnewell
                                    Title:  Vice President

                                    MONEY MARKET OBLIGATIONS TRUST

                                    By:  /S/ RICHARD B. FISHER

                                    Name:  Richard B. Fisher
                                    Title:  Vice President



                                                Exhibit (d)(xii) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                                    EXHIBIT M

                                     to the

                          Investment Advisory Contract

                       TRUST FOR U.S. TREASURY OBLIGATIONS

        For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .40 of 1% of the
average daily net assets of the Fund.

     The portion of the fee based upon the average  daily net assets of the Fund
shall be accrued  daily at the rate of 1/365th of .40 of 1% applied to the daily
net assets of the Fund.

        Adviser shall reimburse the Fund (limited to the amount of the gross
investment advisory fee computed in accordance with the above provision in any
fiscal year or portion thereof, the amount, if any, by which the aggregate
normal operating expenses of the Fund, including the gross investment advisory
fee but excluding interest, taxes, brokerage commissions, expenses of
registering and qualifying the Fund and its Shares under Federal and state laws,
expenses of withholding taxes, and extraordinary expenses for such fiscal year
or portion thereof exceed .45 of 1% (or in the case of a portion of a fiscal
year, .0375 of 1% multiplied by the number of calendar months in such period) of
the average daily net assets of the Fund for such period. This obligation does
not include any expenses incurred by shareholders who choose to avail themselves
of the Transfer Agent's sub-accounting facilities. Such reimbursement will be
accounted for and adjusted annually in accordance with generally accepted
accounting principles and any Rules and Regulations of the Securities and
Exchange Commission applicable thereto.

        The advisory fee so accrued shall be paid to Adviser daily.

        Witness the due execution hereof this 1st day of April, 1999.

                                    FEDERATED INVESTMENT
                                            MANAGEMENT COMPANY

                                    By:  /S/ G. ANDREW BONNEWELL

                                    Name:  G. Andrew Bonnewell
                                    Title:  Vice President

                                    MONEY MARKET OBLIGATIONS TRUST

                                    By:  /S/ RICHARD B. FISHER

                                    Name:  Richard B. Fisher
                                    Title:  Vice President



                                               Exhibit (d)(xiii) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                                    EXHIBIT N

                                     to the

                          Investment Advisory Contract

                        AUTOMATED GOVERNMENT MONEY TRUST

        For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual investment advisory fee equal to .50 of 1% of the
average daily net assets of the Fund.

     The portion of the fee based upon the average  daily net assets of the Fund
shall be accrued  daily at the rate of 1/365th of .50 of 1% applied to the daily
net assets of the Fund.

        The advisory fee so accrued shall be paid to Adviser daily.

        Witness the due execution hereof this 1st day of April, 1999.

                                    FEDERATED INVESTMENT
                                            MANAGEMENT COMPANY

                                    By:  /S/ G. ANDREW BONNEWELL

                                    Name:  G. Andrew Bonnewell
                                    Title:  Vice President

                                    MONEY MARKET OBLIGATIONS TRUST

                                    By:  /S/ RICHARD B. FISHER

                                    Name:  Richard B. Fisher
                                    Title:  Vice President



                                                Exhibit (d)(xiv) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                                    EXHIBIT O

                                     to the

                          Investment Advisory Contract

                   LIBERTY U.S. GOVERNMENT MONEY MARKET TRUST

        For all services rendered by Adviser hereunder, the Trust shall pay to
Adviser and Adviser agrees to accept as full compensation for all services
rendered hereunder, an annual gross investment advisory fee ranging from 0.5% on
the first $500 million of average daily net assets of the Trust to 0.4% on
average daily net assets in excess of $2 billion as specified below:

     INVESTMENT ADVISORY FEE                AVERAGE DAILY NET ASSETS
                                                   OF THE TRUST

               .5%                               on the first $500 million
               .475%                             on the next $500 million
               .45%                              on the next $500 million
               .425%                             on the next $500 million
               .4%                               thereafter

        Such fee shall be accrued daily at the rate of 1/365th of the investment
advisory fee as set forth in the schedule above applied to the daily net assets
of the Trust. The advisory fee so accrued shall be paid to Adviser on the 15th
and on the last day of each month.

        Witness the due execution hereof this 1st day of August, 1999.

                                    FEDERATED INVESTMENT
                                            MANAGEMENT COMPANY

                                    By:  /S/ G. ANDREW BONNEWELL

                                    Name:  G. Andrew Bonnewell
                                    Title:  Vice President

                                    MONEY MARKET OBLIGATIONS TRUST

                                    By:  /S/ RICHARD B. FISHER

                                    Name:  Richard B. Fisher
                                    Title:  Vice President



                                                 Exhibit (d)(xv) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                                    EXHIBIT P

                       AUTOMATED GOVERNMENT CASH RESERVES

        For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
 .50 of 1% of the average daily net assets of the Fund.

     The portion of the fee based upon the average  daily net assets of the Fund
shall be accrued  daily at the rate of 1/365th of .50 of 1% applied to the daily
net assets of the Fund.

        The advisory fee so accrued shall be paid to Adviser daily.

        Witness the due execution hereof this 1st day of August, 1999.

                                    FEDERATED INVESTMENT
                                            MANAGEMENT COMPANY

                                    By:  /S/ G. ANDREW BONNEWELL

                                    Name:  G. Andrew Bonnewell
                                    Title:  Vice President

                                    MONEY MARKET OBLIGATIONS TRUST

                                    By:  /S/ RICHARD B. FISHER

                                    Name:  Richard B. Fisher
                                    Title:  Vice President



                                                Exhibit (d)(xvi) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                                    EXHIBIT Q

                           U.S. TREASURY CASH RESERVES

        For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
 .40 of 1% of the average daily net assets of the Fund.

     The portion of the fee based upon the average  daily net assets of the Fund
shall not be  accrued  daily at the rate of  1/365th of .40 of 1% applied to the
daily net assets of the Fund.

        The advisory fee so accrued shall be paid to Adviser daily.

        Witness the due execution hereof this 1st day of August, 1999.

                                    FEDERATED INVESTMENT
                                            MANAGEMENT COMPANY

                                    By:  /S/ G. ANDREW BONNEWELL

                                    Name:  G. Andrew Bonnewell
                                    Title:  Vice President

                                    MONEY MARKET OBLIGATIONS TRUST

                                    By:  /S/ RICHARD B. FISHER

                                    Name:  Richard B. Fisher
                                    Title:  Vice President



                                               Exhibit (d)(xvii) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                                    EXHIBIT R

                        AUTOMATED TREASURY CASH RESERVES

        For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full compensation
for all services rendered hereunder, an annual investment advisory fee equal to
 .50 of 1% of the average daily net assets of the Fund.

     The portion of the fee based upon the average  daily net assets of the Fund
shall be accrued  daily at the rate of 1/365th of .50 of 1% applied to the daily
net assets of the Fund.

        The advisory fee so accrued shall be paid to Adviser daily.

        Witness the due execution hereof this 1st day of August, 1999.

                                    FEDERATED INVESTMENT
                                            MANAGEMENT COMPANY

                                    By:  /S/ G. ANDREW BONNEWELL

                                    Name:  G. Andrew Bonnewell
                                    Title:  Vice President

                                    MONEY MARKET OBLIGATIONS TRUST

                                    By:  /S/ RICHARD B. FISHER
                                    Name:  Richard B. Fisher
                                    Title:  Vice President



                                                 Exhibit (e)(ii) under Form N-1A
                                               Exhibit 1 under Item 601/Reg. S-K

                                    Exhibit A

                                     to the

                             Distributor's Contract

                         MONEY MARKET OBLIGATIONS TRUST

                         AUTOMATED CASH MANAGEMENT TRUST

               GOVERNMENT OBLIGATIONS FUND - INSTITUTIONAL SHARES

                  PRIME OBLIGATIONS FUND - INSTITUTIONAL SHARES

                TAX-FREE OBLIGATIONS FUND - INSTITUTIONAL SHARES

                TREASURY OBLIGATIONS FUND - INSTITUTIONAL SHARES

        In consideration of the mutual covenants set forth in the Distributor's
Contract dated March 1, 1994, between Money Market Obligations Trust and
Federated Securities Corp., Money Market Obligations Trust executes and delivers
this Exhibit on behalf of the Fund, and with respect to the Shares thereof,
first set forth in this Exhibit.

        Witness the due execution hereof this 1st day of March, 1994.

ATTEST:                                     MONEY MARKET OBLIGATIONS TRUST

/S/ JOHN W. MCGONIGLE                       By:  /S/ J. CHRISTOPHER DONAHUE

                           Secretary                                   President

ATTEST:                                     FEDERATED SECURITIES CORP.

/S/ S. ELLIOTT COHAN                        By:  /S/ EDWARD C. GONZALES

                           Secretary                    Executive Vice President



                                                Exhibit (e)(iii) under Form N-1A
                                               Exhibit 1 under Item 601/Reg. S-K

                                    Exhibit C

                                     to the

                             Distributor's Contract

                         MONEY MARKET OBLIGATIONS TRUST

                     GOVERNMENT OBLIGATIONS TAX MANAGED FUND

                              INSTITUTIONAL SHARES

        In consideration of the mutual covenants set forth in the Distributor's
Contract dated March 1, 1994, between Money Market Obligations Trust and
Federated Securities Corp., Money Market Obligations Trust executes and delivers
this Exhibit on behalf of Government Obligations Tax Managed Fund, and with
respect to the Institutional Shares thereof, first set forth in this Exhibit.

        Witness the due execution hereof this 1st day of March, 1995.

ATTEST:                                     MONEY MARKET OBLIGATIONS TRUST

/S/ S. ELLIOTT COHAN                        By:  /S/ J. CHRISTOPHER DONAHUE

                 Assistant Secretary                       President

ATTEST:                                     FEDERATED SECURITIES CORP.

/S/ S. ELLIOTT COHAN                        By:  /S/ JOHN W. MCGONIGLE

                           Secretary                    Executive Vice President



                                                Exhibit (e)(vii) under Form N-1A
                                               Exhibit 1 under Item 601/Reg. S-K

                                    Exhibit G

                                     to the

                             Distributor's Contract

                         MONEY MARKET OBLIGATIONS TRUST

                        AUTOMATED GOVERNMENT MONEY TRUST

                             FEDERATED MASTER TRUST

                   FEDERATED SHORT-TERM U. S. GOVERNMENT TRUST

                                LIQUID CASH TRUST

                       TRUST FOR GOVERNMENT CASH RESERVES

                TRUST FOR SHORT-TERM U. S. GOVERNMENT SECURITIES

                      TRUST FOR U. S. TREASURY OBLIGATIONS

        In consideration of the mutual covenants set forth in the Distributor's
Contract dated March 1, 1994, between Money Market Obligations Trust and
Federated Securities Corp., Money Market Obligations Trust executes and delivers
this Exhibit on behalf of the Funds, first set forth in this Exhibit.

        Witness the due execution hereof this 1st day of April, 1999.

MONEY MARKET OBLIGATIONS TRUST

By: /S/ RICHARD B. FISHER

Name: Richard B. Fisher
Title: Vice President

FEDERATED SECURITIES CORP.

By: /S/ DAVID M. TAYLOR

Name: David M. Taylor
Title: Executive Vice President



                                               Exhibit 1 under Item 601/Reg. S-K

                                    Exhibit H

                                     to the

                             Distributor's Contract

                         Money Market Obligations Trust

                       Automated Government Cash Reserves

                        Automated Treasury Cash Reserves

                   Liberty U.S. Government Money Market Trust

                                 Class A Shares

                           U.S. Treasury Cash Reserves

                              Institutional Shares

        In consideration of the mutual covenants set forth in the Distributor's
Contract dated March 1, 1994, between Money Market Obligations Trust and
Federated Securities Corp., Money Market Obligations Trust executes and delivers
this Exhibit on behalf of the Funds, and with respect to the separate classes
thereof set forth above.

        Witness the due execution hereof this 1st day of August, 1999.

                                            Money Market Obligations Trust

                                            By:  /s/ Richard B. Fisher
                                            Name:  Richard B. Fisher
                                            Title:  Vice President

                                            Federated Securities Corp.

                                            By:  /s/ David M. Taylor
                                            Name:  David M. Taylor
                                            Title:  Executive Vice President





                                                 Exhibit (e)(ix) under Form N-1A
                                               Exhibit 1 under Item 601/Reg. S-K

                                    Exhibit I

                                     to the

                             Distributor's Contract

                         MONEY MARKET OBLIGATIONS TRUST

                           U.S. TREASURY CASH RESERVES

                          INSTITUTIONAL SERVICE SHARES

        The following provisions are hereby incorporated and made part of the
Distributor's Contract dated the 1st day of March, 1994, between Money Market
Obligations Trust and Federated Securities Corp. with respect to classes of the
Fund set forth above.

        1. The Trust hereby appoints FSC to engage in activities principally
intended to result in the sale of shares of the above-listed Classes (the
"Shares"). Pursuant to this appointment, FSC is authorized to select a group of
financial institutions (the "Financial Institutions") to sell Shares at the
current offering price thereof as described and set forth in the respective
prospectuses of the Trust.

        2. During the term of this Agreement, the Trust will pay FSC for
services pursuant to this Agreement, a monthly fee computed at the annual rate
of 0.25% of the average aggregate net asset value of the Shares held during the
month. For the month in which this Agreement becomes effective or terminates,
there shall be an appropriate proration of any fee payable on the basis of the
number of days that the Agreement is in effect during the month.

        3. FSC may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Classes' expenses exceed
such lower expenses limitation as FSC may, by notice to the Trust, voluntarily
declare to be effective.

        4. FSC will enter into separate written agreements with various firms to
provide certain of the services set forth in Paragraph 1 herein. FSC, in its
sole discretion, may pay Financial Institutions a periodic fee in respect of
Shares owned from time to time by their clients or customers. The schedules of
such fees and the basis upon which such fees will be paid shall be determined
from time to time by FSC in its sole discretion.

        5. FSC will prepare reports to the Board of Trustees of the Trust on a
quarterly basis showing amounts expended hereunder including amounts paid to
Financial Institutions and the purpose for such expenditures.


<PAGE>


        In consideration of the mutual covenants set forth in the Distributor's
Contract dated March 1, 1994, between Money Market Obligations Trust and
Federated Securities Corp., Money Market Obligations Trust executes and delivers
this Exhibit on behalf of the Fund, and with respect to the separate classes
thereof, first set forth in this Exhibit.

        Witness the due execution hereof this 1st day of August, 1999.

                                            MONEY MARKET OBLIGATIONS TRUST

                                            By:  /S/ RICHARD B. FISHER

                                            Name:  Richard B. Fisher
                                            Title:  Vice President

                                            FEDERATED SECURITIES CORP.

                                            By:  /S/ DAVID M. TAYLOR

                                            Name:  David M. Taylor
                                            Title:  Executive Vice President



                                                  Exhibit (h)(i) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                               AMENDED & RESTATED

                                    AGREEMENT

                                       FOR

                            FUND ACCOUNTING SERVICES,

                            ADMINISTRATIVE SERVICES,

                            TRANSFER AGENCY SERVICES

                                       AND

                          CUSTODY SERVICES PROCUREMENT

    AGREEMENT made as of March 1, 1996, and amended and restated as of September
1, 1997, 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 1001 Liberty Avenue, Pittsburgh, PA 15237-3779 (the "Investment Company"), on
behalf of the portfolios (individually referred to herein as a "Fund" and
collectively as "Funds") of the Investment Company, and FEDERATED SERVICES
COMPANY, a Pennsylvania corporation, having its principal office and place of
business at Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779 on
behalf of itself and its subsidiaries (the "Company").

    WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), with authorized and issued shares of capital stock or beneficial
interest ("Shares");

    WHEREAS, the Investment Company may desire to retain the Company as fund
accountant to provide fund accounting services (as herein defined) including
certain pricing, accounting and recordkeeping services for each of the Funds,
including any classes of shares issued by any Fund ("Classes") if so indicated
on Exhibit 1, and the Company desires to accept such appointment;

    WHEREAS, the Investment Company may desire to appoint the Company as its
administrator to provide it with administrative services (as herein defined), if
so indicated on Exhibit, and the Company desires to accept such appointment;

    WHEREAS, the Investment Company may desire to appoint the Company as its
transfer agent and dividend disbursing agent to provide it with transfer agency
services (as herein defined) if so indicated on Exhibit 1, and agent in
connection with certain other activities, and the Company desires to accept such
appointment; and

    WHEREAS, the Investment Company may desire to appoint the Company as its
agent to select, negotiate and subcontract for custodian services from an
approved list of qualified banks if so indicated on Exhibit 1, and the Company
desires to accept such appointment; and

    NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree as
follows:

SECTION ONE: FUND ACCOUNTING.

ARTICLE 1.  APPOINTMENT.

    The Investment Company hereby appoints the Company to provide certain
pricing and accounting services to the Funds, and/or the Classes, for the period
and on the terms set forth in this Agreement. The Company accepts such
appointment and agrees to furnish the services herein set forth in return for
the compensation as provided in Article 3 of this Section.

ARTICLE 2.  THE COMPANY'S DUTIES.

    Subject to the supervision and control of the Investment Company's Board of
Trustees or Directors ("Board"), the Company will assist the Investment Company
with regard to fund accounting for the Investment Company, and/or the Funds,
and/or the Classes, and in connection therewith undertakes to perform the
following specific services;

     A.  Value the  assets of the Funds  using:  primarily,  market  quotations,
including  the  use of  matrix  pricing,  supplied  by the  independent  pricing
services  selected by the Company in consultation  with the adviser,  or sources
selected by the adviser, and reviewed by the board; secondarily, if a designated
pricing  service  does not  provide a price  for a  security  which the  Company
believes should be available by market quotation, the Company may obtain a price
by calling brokers  designated by the investment adviser of the fund holding the
security,  or if the  adviser  does not  supply the names of such  brokers,  the
Company  will  attempt  on its own to find  brokers to price  those  securities;
thirdly,  for  securities  for which no market price is  available,  the Pricing
Committee  of the Board will  determine a fair value in good  faith.  Consistent
with  Rule  2a-4  of the 40  Act,  estimates  may be  used  where  necessary  or
appropriate.  The Company's  obligations with regard to the prices received from
outside pricing services and designated brokers or other outside sources,  is to
exercise reasonable care in the supervision of the pricing agent. The Company is
not the  guarantor of the  securities  prices  received from such agents and the
Company  is not  liable to the Fund for  potential  errors  in  valuing a Fund's
assets or  calculating  the net asset value per share of such Fund or Class when
the calculations are based upon such prices.  All of the above sources of prices
used as described are deemed by the Company to be authorized sources of security
prices.  The Company provides daily to the adviser the securities prices used in
calculating the net asset value of the fund, for its use in preparing  exception
reports for those prices on which the adviser has comment. Further, upon receipt
of the  exception  reports  generated  by the  adviser,  the Company  diligently
pursues  communication  regarding  exception reports with the designated pricing
agents;

    B.   Determine the net asset value per share of each Fund and/or Class, at
         the time and in the manner from time to time determined by the Board
         and as set forth in the Prospectus and Statement of Additional
         Information ("Prospectus") of each Fund;

    C.   Calculate the net income of each of the Funds, if any;

    D. Calculate realized capital gains or losses of each of the Funds resulting
from sale or disposition of assets, if any;

    E.   Maintain the general ledger and other accounts, books and financial
         records of the Investment Company, including for each Fund, and/or
         Class, as required under Section 31(a) of the 1940 Act and the Rules
         thereunder in connection with the services provided by the Company;

    F.   Preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
         the records to be maintained by Rule 31a-1 under the 1940 Act in
         connection with the services provided by the Company. The Company
         further agrees that all such records it maintains for the Investment
         Company are the property of the Investment Company and further agrees
         to surrender promptly to the Investment Company such records upon the
         Investment Company's request;

    G.   At the request of the Investment Company, prepare various reports or
         other financial documents in accordance with generally accepted
         accounting principles as required by federal, state and other
         applicable laws and regulations; and

    H. Such other similar services as may be reasonably requested by the
Investment Company.

    The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section One,
shall hereafter be referred to as "Fund Accounting Services."

ARTICLE 3.  COMPENSATION AND ALLOCATION OF EXPENSES.

    A.   The Funds will compensate the Company for Fund Accounting Services in
         accordance with the fees agreed upon from time to time between the
         parties hereto. Such fees do not include out-of-pocket disbursements of
         the Company for which the Funds shall reimburse the Company.
         Out-of-pocket disbursements shall include, but shall not be limited to,
         the items agreed upon between the parties from time to time.

    B.   The Fund and/or the Class, and not the Company, shall bear the cost of:
         custodial expenses; membership dues in the Investment Company Institute
         or any similar organization; transfer agency expenses; investment
         advisory expenses; Prospectuses, reports and notices; administrative
         expenses; interest on borrowed money; brokerage commissions; taxes and
         fees payable to federal, state and other governmental agencies; fees of
         Trustees or Directors of the Investment Company; independent auditors
         expenses; legal and audit department expenses billed to the Company for
         work performed related to the Investment Company, the Funds, or the
         Classes; law firm expenses; organizational expenses; or other expenses
         not specified in this Article 3 which may be properly payable by the
         Funds and/or Classes.

    C.   The compensation and out-of-pocket expenses attributable to the Fund
         shall be accrued by the Fund and shall be paid to the Company no less
         frequently than monthly, and shall be paid daily upon request of the
         Company. The Company will maintain detailed information about the
         compensation and out-of-pocket expenses by Fund and Class.

    D.   Any schedule of compensation agreed to hereunder, as may be adjusted
         from time to time, shall be dated and signed by a duly authorized
         officer of the Investment Company and/or the Funds and a duly
         authorized officer of the Company.

    E.   The fee for the period from the effective date of this Agreement with
         respect to a Fund or a Class to the end of the initial month shall be
         prorated according to the proportion that such period bears to the full
         month period. Upon any termination of this Agreement before the end of
         any month, the fee for such period shall be prorated according to the
         proportion which such period bears to the full month period. For
         purposes of determining fees payable to the Company, the value of the
         Fund's net assets shall be computed at the time and in the manner
         specified in the Fund's Prospectus.

    F.   The Company, in its sole discretion, may from time to time subcontract
         to, employ or associate with itself such person or persons as the
         Company may believe to be particularly suited to assist it in
         performing Fund Accounting Services. Such person or persons may be
         affiliates of the Company, third-party service providers, or they may
         be officers and employees who are employed by both the Company and the
         Investment Company; provided, however, that the Company shall be as
         fully responsible to each Fund for the acts and omissions of any such
         subcontractor as it is for its own acts and omissions. The compensation
         of such person or persons shall be paid by the Company and no
         obligation shall be incurred on behalf of the Investment Company, the
         Funds, or the Classes in such respect.

SECTION TWO:  ADMINISTRATIVE SERVICES.

ARTICLE 4.  APPOINTMENT.

    The Investment Company hereby appoints the Company as Administrator for the
period on the terms and conditions set forth in this Agreement. The Company
hereby accepts such appointment and agrees to furnish the services set forth in
Article 5 of this Agreement in return for the compensation set forth in Article
9 of this Agreement.

ARTICLE 5.  THE COMPANY'S DUTIES.

    As Administrator, and subject to the supervision and control of the Board
and in accordance with Proper Instructions (as defined hereafter) from the
Investment Company, the Company will provide facilities, equipment, and
personnel to carry out the following administrative services for operation of
the business and affairs of the Investment Company and each of its portfolios:

    A.   prepare, file, and maintain the Investment Company's governing
         documents and any amendments thereto, including the Charter (which has
         already been prepared and filed), the By-laws and minutes of meetings
         of the Board and Shareholders;

    B.   prepare and file with the Securities and Exchange Commission and the
         appropriate state securities authorities the registration statements
         for the Investment Company and the Investment Company's shares and all
         amendments thereto, reports to regulatory authorities and shareholders,
         prospectuses, proxy statements, and such other documents all as may be
         necessary to enable the Investment Company to make a continuous
         offering of its shares;

    C.   prepare, negotiate, and administer contracts (if any) on behalf of the
         Investment Company with, among others, the Investment Company's
         investment advisers and distributors, subject to any applicable
         restrictions of the Board or the 1940 Act;

    D. calculate performance data of the Investment Company for dissemination to
information services covering the investment company industry;

     E. prepare and file the Investment Company's tax returns;

     F. coordinate the layout and printing of publicly disseminated prospectuses
and reports;

     G. perform  internal audit  examinations in accordance with a charter to be
adopted by the Company and the Investment Company;

     H. assist with the design,  development,  and  operation of the  Investment
Company and the Funds;

     I. provide individuals  reasonably  acceptable to the Board for nomination,
appointment,  or election as officers  of the  Investment  Company,  who will be
responsible for the management of certain of the Investment Company's affairs as
determined by the Investment Company's Board; and

     J. consult with the Investment  Company and its Board on matters concerning
the Investment Company and its affairs.

    The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section Two,
shall hereafter be referred to as "Administrative Services."

ARTICLE 6.  RECORDS.

    The Company shall create and maintain all necessary books and records in
accordance with all applicable laws, rules and regulations, including but not
limited to records required by Section 31(a) of the Investment Company act of
1940 and the rules thereunder, as the same may be amended from time to time,
pertaining to the Administrative Services performed by it and not otherwise
created and maintained by another party pursuant to contract with the Investment
Company. Where applicable, such records shall be maintained by the Company for
the periods and in the places required by Rule 31a-2 under the 1940 Act. The
books and records pertaining to the Investment Company which are in the
possession of the Company shall be the property of the Investment Company. The
Investment Company, or the Investment Company's authorized representatives,
shall have access to such books and records at all times during the Company's
normal business hours. Upon the reasonable request of the Investment Company,
copies of any such books and records shall be provided promptly by the Company
to the Investment Company or the Investment Company's authorized
representatives.

ARTICLE 7.  DUTIES OF THE FUND.

        The Fund assumes full responsibility for the preparation, contents and
distribution of its own offering document and for complying with all applicable
requirements the 1940 Act, the Internal Revenue Code, and any other laws, rules
and regulations of government authorities having jurisdiction.

ARTICLE 8.  EXPENSES.

    The Company shall be responsible for expenses incurred in providing office
space, equipment, and personnel as may be necessary or convenient to provide the
Administrative Services to the Investment Company, including the compensation of
the Company employees who serve as trustees or directors or officers of the
Investment Company. The Investment Company shall be responsible for all other
expenses incurred by the Company on behalf of the Investment Company, including
without limitation postage and courier expenses, printing expenses, travel
expenses, registration fees, filing fees, fees of outside counsel and
independent auditors, or other professional services, organizational expenses,
insurance premiums, fees payable to persons who are not the Company's employees,
trade association dues, and other expenses properly payable by the Funds and/or
the Classes.

ARTICLE 9.  COMPENSATION.

    For the Administrative Services provided, the Investment Company hereby
agrees to pay and the Company hereby agrees to accept as full compensation for
its services rendered hereunder an administrative fee at an annual rate per
Fund, as specified below.

    The compensation and out of pocket expenses attributable to the Fund shall
be accrued by the Fund and paid to the Company no less frequently than monthly,
and shall be paid daily upon request of the Company. The Company will maintain
detailed information about the compensation and out of pocket expenses by the
Fund.

               MAX. ADMIN.               AVERAGE DAILY NET ASSETS
                   FEE                         OF THE FUNDS

                  .150%                   on the first $250 million
                  .125%                   on the next $250 million
                  .100%                   on the next $250 million
                  .075%                   on assets in excess of $750 million
       (Average Daily Net Asset break-points are on a complex-wide basis)

    However, in no event shall the administrative fee received during any year
of the Agreement be less than, or be paid at a rate less than would aggregate
$125,000 per Fund and $30,000 per Class. The minimum fee set forth above in this
Article 9 may increase annually upon each March 1 anniversary of this Agreement
over the minimum fee during the prior 12 months, as calculated under this
agreement, in an amount equal to the increase in Pennsylvania Consumer Price
Index (not to exceed 6% annually) as last reported by the U.S. Bureau of Labor
Statistics for the twelve months immediately preceding such anniversary.

ARTICLE 10.  RESPONSIBILITY OF ADMINISTRATOR.

     A. The Company  shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the  Investment  Company in connection  with the
matters to which this  Agreement  relates,  except a loss resulting from willful
misfeasance, 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.  The Company  shall be entitled to rely on and may act upon advice of
counsel  (who may be counsel for the  Investment  Company) 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,  director,  trustee,
partner,  employee  or agent of the  Company,  who may be or become an  officer,
director,  trustee,  partner, employee or agent of the Investment Company, shall
be deemed,  when rendering  services to the Investment  Company or acting on any
business  of  the  Investment  Company  (other  than  services  or  business  in
connection  with the  duties of the  Company  hereunder)  to be  rendering  such
services to or acting solely for the  Investment  Company and not as an officer,
director,  trustee,  partner,  employee  or agent or one  under the  control  or
direction of the Company even though paid by the Company.

     B. The Company shall be kept  indemnified by the Investment  Company and be
without  liability  for any action taken or thing done by it in  performing  the
Administrative  Services in accordance with the above  standards.  In order that
the  indemnification  provisions  contained  in this  Article  10  shall  apply,
however,  it is  understood  that if in any case the  Investment  Company may be
asked to indemnify or hold the Company harmless, the Investment Company shall be
fully and promptly  advised of all pertinent  facts  concerning the situation in
question,  and it is further understood that the Company will use all reasonable
care to identify  and notify the  Investment  Company  promptly  concerning  any
situation  which presents or appears likely to present the probability of such a
claim for indemnification against the Investment Company. The Investment Company
shall have the option to defend the  Company  against any claim which may be the
subject of this  indemnification.  In the event that the  Investment  Company so
elects, it will so notify the Company and thereupon the Investment Company shall
take over complete defense of the claim, and the Company shall in such situation
initiate  no  further   legal  or  other   expenses  for  which  it  shall  seek
indemnification  under this  Article.  The Company  shall in no case confess any
claim or make any compromise in any case in which the Investment Company will be
asked to indemnify  the Company  except with the  Investment  Company's  written
consent.

SECTION THREE: TRANSFER AGENCY SERVICES.

ARTICLE 11.  TERMS OF APPOINTMENT.

    Subject to the terms and conditions set forth in this Agreement, the
Investment Company hereby appoints the Company to act as, and the Company agrees
to act as, transfer agent and dividend disbursing agent for each Fund's Shares,
and agent in connection with any accumulation, open-account or similar plans
provided to the shareholders of any Fund ("Shareholder(s)"), including without
limitation any periodic investment plan or periodic withdrawal program.

ARTICLE 12.  DUTIES OF THE COMPANY.

    The Company shall perform the following services in accordance with Proper
Instructions as may be provided from time to time by the Investment Company as
to any Fund:

    A.   Purchases

     (1) The Company shall receive orders and payment for the purchase of shares
and promptly  deliver  payment and  appropriate  documentation  therefore to the
custodian of the relevant Fund, (the "Custodian").  The Company shall notify the
Fund and the  Custodian  on a daily  basis of the total  amount  of  orders  and
payments so delivered.

     (2) Pursuant to purchase  orders and in accordance  with the Fund's current
Prospectus, the Company shall compute and issue the appropriate number of Shares
of each Fund and/or  Class and hold such Shares in the  appropriate  Shareholder
accounts.

     (3) In the event that any check or other  order for the  purchase of Shares
of the Fund and/or Class is returned  unpaid for any reason,  the Company  shall
debit the Share account of the Shareholder by the number of Shares that had been
credited to its account upon receipt of the check or other order,  promptly mail
a debit  advice to the  Shareholder,  and  notify the Fund  and/or  Class of its
action.  In the event that the amount paid for such Shares  exceeds  proceeds of
the redemption of such Shares plus the amount of any dividends paid with respect
to such Shares,  the Fund and/the Class or its  distributor  will  reimburse the
Company on the amount of such excess.

    B.   Distribution

     (1) Upon  notification by the Funds of the declaration of any  distribution
to  Shareholders,  the Company  shall act as Dividend  Disbursing  Agent for the
Funds in  accordance  with the  provisions  of its  governing  document  and the
then-current  Prospectus  of the Fund.  The  Company  shall  prepare and mail or
credit  income,  capital gain,  or any other  payments to  Shareholders.  As the
Dividend  Disbursing  Agent, the Company shall, on or before the payment date of
any such distribution,  notify the Custodian of the estimated amount required to
pay any  portion of said  distribution  which is payable in cash and request the
Custodian to make available sufficient funds for the cash amount to be paid out.
The Company shall  reconcile  the amounts so requested and the amounts  actually
received  with the Custodian on a daily basis.  If a Shareholder  is entitled to
receive  additional  Shares  by  virtue of any such  distribution  or  dividend,
appropriate credits shall be made to the Shareholder's account; and

     (2) The Company shall  maintain  records of account for each Fund and Class
and advise the Investment  Company,  each Fund and Class and its Shareholders as
to the foregoing.

    C.   Redemptions and Transfers

     (1) The Company shall receive redemption requests and redemption directions
and, if such redemption  requests comply with the procedures as may be described
in the  Fund  Prospectus  or set  forth  in  Proper  Instructions,  deliver  the
appropriate instructions therefor to the Custodian. The Company shall notify the
Funds on a daily basis of the total amount of redemption  requests processed and
monies paid to the Company by the Custodian for redemptions.

     (2) At the  appropriate  time upon receiving  redemption  proceeds from the
Custodian with respect to any  redemption,  the Company shall pay or cause to be
paid  the  redemption  proceeds  in  the  manner  instructed  by  the  redeeming
Shareholders, pursuant to procedures described in the then-current Prospectus of
the Fund.

     (3) If any  certificate  returned  for  redemption  or  other  request  for
redemption  does not comply with the procedures  for redemption  approved by the
Fund, the Company shall promptly notify the  Shareholder of such fact,  together
with the  reason  therefor,  and  shall  effect  such  redemption  at the  price
applicable  to the date and time of receipt  of  documents  complying  with said
procedures.

     (4) The Company shall effect  transfers of Shares by the registered  owners
thereof.

     (5) The Company shall identify and process abandoned  accounts and uncashed
checks for state escheat requirements on an annual basis and report such actions
                 to the Fund.

    D.   Recordkeeping

         (1)     The Company shall record the issuance of Shares of each Fund,
                 and/or Class, and maintain pursuant to applicable rules of the
                 Securities and Exchange Commission ("SEC") a record of the
                 total number of Shares of the Fund and/or Class which are
                 authorized, based upon data provided to it by the Fund, and
                 issued and outstanding. The Company shall also provide the Fund
                 on a regular basis or upon reasonable request with the total
                 number of Shares which are authorized and issued and
                 outstanding, but shall have no obligation when recording the
                 issuance of Shares, except as otherwise set forth herein, to
                 monitor the issuance of such Shares or to take cognizance of
                 any laws relating to the issue or sale of such Shares, which
                 functions shall be the sole responsibility of the Funds.

         (2)     The Company shall establish and maintain records pursuant to
                 applicable rules of the SEC relating to the services to be
                 performed hereunder in the form and manner as agreed to by the
                 Investment Company or the Fund to include a record for each
                 Shareholder's account of the following:

     (a) Name,  address and tax  identification  number (and whether such number
has been certified);

     (b) Number of Shares held;

     (c) Historical information regarding the account,  including dividends paid
and date and price for all transactions;

     (d) Any stop or restraining order placed against the account;

     (e)  Information  with  respect  to  withholding  in the case of a  foreign
account or an account for which  withholding is required by the Internal Revenue
Code;

     (f) Any dividend reinvestment order, plan application, dividend address and
correspondence relating to the current maintenance of the account;

     (g)  Certificate  numbers and  denominations  for any  Shareholder  holding
certificates;

     (h) Any  information  required  in order for the  Company  to  perform  the
calculations contemplated or required by this Agreement.

         (3)     The Company shall preserve any such records required to be
                 maintained pursuant to the rules of the SEC for the periods
                 prescribed in said rules as specifically noted below. Such
                 record retention shall be at the expense of the Company, and
                 such records may be inspected by the Fund at reasonable times.
                 The Company may, at its option at any time, and shall forthwith
                 upon the Fund's demand, turn over to the Fund and cease to
                 retain in the Company's files, records and documents created
                 and maintained by the Company pursuant to this Agreement, which
                 are no longer needed by the Company in performance of its
                 services or for its protection. If not so turned over to the
                 Fund, such records and documents will be retained by the
                 Company for six years from the year of creation, during the
                 first two of which such documents will be in readily accessible
                 form. At the end of the six year period, such records and
                 documents will either be turned over to the Fund or destroyed
                 in accordance with Proper Instructions.

    E.   Confirmations/Reports

         (1) The Company shall furnish to the Fund periodically the following
information:

                 (a)    A copy of the transaction register;

                 (b)    Dividend and reinvestment blotters;

                 (c)    The total number of Shares issued and outstanding in
                        each state for "blue sky" purposes as determined
                        according to Proper Instructions delivered from time to
                        time by the Fund to the Company;

                 (d)    Shareholder lists and statistical information;

                 (e)    Payments to third parties relating to distribution
                        agreements, allocations of sales loads, redemption fees,
                        or other transaction- or sales-related payments;

                 (f) Such other information as may be agreed upon from time to
time.

     (2) The  Company  shall  prepare  in the  appropriate  form,  file with the
Internal Revenue Service and appropriate state agencies,  and, if required, mail
to Shareholders,  such notices for reporting dividends and distributions paid as
are  required  to be so filed and  mailed  and shall  withhold  such sums as are
required  to be withheld  under  applicable  federal and state  income tax laws,
rules and regulations.

     (3) In addition to and not in lieu of the  services  set forth  above,  the
Company shall:

     (a) Perform all of the  customary  services of a transfer  agent,  dividend
disbursing  agent and,  as  relevant,  agent in  connection  with  accumulation,
open-account  or  similar  plans  (including  without  limitation  any  periodic
investment plan or periodic withdrawal  program),  including but not limited to:
maintaining  all  Shareholder   accounts,   mailing   Shareholder   reports  and
Prospectuses to current  Shareholders,  withholding taxes on accounts subject to
back-up or other withholding (including non-resident alien accounts),  preparing
and filing reports on U.S.  Treasury  Department Form 1099 and other appropriate
forms  required  with  respect  to  dividends  and   distributions   by  federal
authorities for all Shareholders,  preparing and mailing  confirmation forms and
statements  of account to  Shareholders  for all purchases  and  redemptions  of
Shares and other conformable transactions in Shareholder accounts, preparing and
mailing activity statements for Shareholders,  and providing Shareholder account
information; and

     (b) provide a system which will enable the Fund to monitor the total number
of Shares of each Fund (and/or Class) sold in each state ("blue sky reporting").
The Fund  shall  by  Proper  Instructions  (i)  identify  to the  Company  those
transactions  and assets to be treated as exempt from the blue sky reporting for
each state and (ii) verify the  classification of transactions for each state on
the system prior to activation  and  thereafter  monitor the daily  activity for
each state. The  responsibility  of the Company for each Fund's (and/or Class's)
state blue sky  registration  status is limited  solely to the  recording of the
initial  classification  of  transactions  or  accounts  with regard to blue sky
compliance  and the reporting of such  transactions  and accounts to the Fund as
provided above.

    F.   Other Duties

     (1) The Company shall answer  correspondence from Shareholders  relating to
their Share accounts and such other  correspondence  as may from time to time be
addressed to the Company;

     (2) The Company shall prepare  Shareholder  meeting lists, mail proxy cards
and other  material  supplied to it by the Fund in connection  with  Shareholder
meetings of each Fund;  receive,  examine and  tabulate  returned  proxies,  and
certify the vote of the Shareholders;

     (3) The Company shall  establish and maintain  faclities and procedures for
safekeeping of check forms and facsimile  signature  imprinting devices, if any;
and for the  preparation  or use,  and for  keeping  account  of, such forms and
devices.

    The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section Three,
shall hereafter be referred to as "Transfer Agency Services."

ARTICLE 13.  DUTIES OF THE INVESTMENT COMPANY.

    A.   Compliance

         The Investment Company or Fund assume full responsibility for the
         preparation, contents and distribution of their own and/or their
         classes' Prospectus and for complying with all applicable requirements
         of the Securities Act of 1933, as amended (the "1933 Act"), the 1940
         Act and any laws, rules and regulations of government authorities
         having jurisdiction.

    B.   Distributions

         The Fund shall promptly inform the Company of the declaration of any
dividend or distribution on account of any Fund's shares.

ARTICLE 14.  COMPENSATION AND EXPENSES.

    A.   Annual Fee

         For performance by the Company pursuant to Section Three of this
         Agreement, the Investment Company and/or the Fund agree to pay the
         Company an annual maintenance fee for each Shareholder account as
         agreed upon between the parties and as may be added to or amended from
         time to time. Such fees may be changed from time to time subject to
         written agreement between the Investment Company and the Company.
         Pursuant to information in the Fund Prospectus or other information or
         instructions from the Fund, the Company may sub-divide any Fund into
         Classes or other sub-components for recordkeeping purposes. The Company
         will charge the Fund the same fees for each such Class or sub-component
         the same as if each were a Fund.

    B.   Reimbursements

         In addition to the fee paid under Article 7A above, the Investment
         Company and/or Fund agree to reimburse the Company for out-of-pocket
         expenses or advances incurred by the Company for the items agreed upon
         between the parties, as may be added to or amended from time to time.
         In addition, any other expenses incurred by the Company at the request
         or with the consent of the Investment Company and/or the Fund, will be
         reimbursed by the appropriate Fund.

    C.   Payment

         The compensation and out-of-pocket expenses shall be accrued by the
         Fund and shall be paid to the Company no less frequently than monthly,
         and shall be paid daily upon request of the Company. The Company will
         maintain detailed information about the compensation and out-of-pocket
         expenses by Fund and Class.

    D.   Any schedule of compensation agreed to hereunder, as may be adjusted
         from time to time, shall be dated and signed by a duly authorized
         officer of the Investment Company and/or the Funds and a duly
         authorized officer of the Company.

SECTION FOUR: CUSTODY SERVICES PROCUREMENT.

ARTICLE 15.  APPOINTMENT.

    The Investment Company hereby appoints Company as its agent to evaluate and
obtain custody services from a financial institution that (i) meets the criteria
established in Section 17(f) of the 1940 Act and (ii) has been approved by the
Board as eligible for selection by the Company as a custodian (the "Eligible
Custodian").

The Company accepts such appointment.

ARTICLE 16.  THE COMPANY AND ITS DUTIES.

    Subject to the review, supervision and control of the Board, the Company
shall:

     A. evaluate and obtain custody  services from a financial  institution that
meets the  criteria  established  in Section  17(f) of the 1940 Act and has been
approved  by the Board as being  eligible  for  selection  by the  Company as an
Eligible Custodian;

     B.  negotiate and enter into  agreements  with Eligible  Custodians for the
benefit of the Investment  Company,  with the  Investment  Company as a party to
each  such  agreement.  The  Company  may,  as paying  agent,  be a party to any
agreement with any such Eligible Custodian;

     C.  establish  procedures  to monitor  the  nature  and the  quality of the
services provided by Eligible Custodians;

     D. monitor and evaluate the nature and the quality of services  provided by
Eligible Custodians;

     E.  periodically  provide to the Investment  Company (i) written reports on
the activities and services of Eligible  Custodians;  (ii) the nature and amount
of disbursements made on account of the each Fund with respect to each custodial
agreement;  and (iii)  such  other  information  as the Board  shall  reasonably
request to enable it to fulfill its duties and obligations  under Sections 17(f)
and 36(b) of the 1940 Act and other duties and obligations thereof;

     F. periodically  provide  recommendations  to the Board to enhance Eligible
Custodian's  customer services  capabilities and improve upon fees being charged
to the Fund by Eligible Custodian; and

    The foregoing, along with any additional services that Company shall agree
in writing to perform for the Fund under this Section Four, shall hereafter be
referred to as "Custody Services Procurement."

ARTICLE 17.  FEES AND EXPENSES.

    A.   Annual Fee

         For the performance of Custody Services Procurement by the Company
         pursuant to Section Four of this Agreement, the Investment Company
         and/or the Fund agree to compensate the Company in accordance with the
         fees agreed upon from time to time.

    B.   Reimbursements

         In addition to the fee paid under Section 11A above, the Investment
         Company and/or Fund agree to reimburse the Company for out-of-pocket
         expenses or advances incurred by the Company for the items agreed upon
         between the parties, as may be added to or amended from time to time.
         In addition, any other expenses incurred by the Company at the request
         or with the consent of the Investment Company and/or the Fund, will be
         reimbursed by the appropriate Fund.

    C.   Payment

         The compensation and out-of-pocket expenses shall be accrued by the
         Fund and shall be paid to the Company no less frequently than monthly,
         and shall be paid daily upon request of the Company. The Company will
         maintain detailed information about the compensation and out-of-pocket
         expenses by Fund.

    D.   Any schedule of compensation agreed to hereunder, as may be adjusted
         from time to time, shall be dated and signed by a duly authorized
         officer of the Investment Company and/or the Funds and a duly
         authorized officer of the Company.

ARTICLE 18.  REPRESENTATIONS.

    The Company represents and warrants that it has obtained all required
approvals from all government or regulatory authorities necessary to enter into
this arrangement and to provide the services contemplated in Section Four of
this Agreement.

SECTION FIVE: GENERAL PROVISIONS.

ARTICLE 19.  PROPER INSTRUCTIONS.

    As used throughout this Agreement, a "Proper Instruction" means a writing
signed or initialed by one or more person or persons as the Board shall have
from time to time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved. Oral instructions will be deemed to
be Proper Instructions if (a) the Company reasonably believes them to have been
given by a person previously authorized in Proper Instructions to give such
instructions with respect to the transaction involved, and (b) the Investment
Company, or the Fund, and the Company promptly cause such oral instructions to
be confirmed in writing. Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided that the
Investment Company, or the Fund, and the Company are satisfied that such
procedures afford adequate safeguards for the Fund's assets. Proper Instructions
may only be amended in writing.

ARTICLE 20.  ASSIGNMENT.

     Except as provided  below,  neither this Agreement nor any of the rights or
obligations  under this  Agreement  may be assigned by either party  without the
written consent of the other party.

     A. This  Agreement  shall inure to the  benefit of and be binding  upon the
parties and their respective permitted successors and assigns.

     B. With regard to Transfer Agency Services, the Company may without further
consent on the part of the Investment Company subcontract for the performance of
Transfer Agency Services with

     (1) its  subsidiary,  Federated  Shareholder  Service  Company,  a Delaware
business trust, which is duly registered as a transfer agent pursuant to Section
17A(c)(1) of the Securities  Exchange Act of 1934, as amended, or any succeeding
statute ("Section 17A(c)(1)"); or

     (2) such other  provider of services duly  registered  as a transfer  agent
under Section 17A(c)(1) as Company shall select.

     The Company shall be as fully responsible to the Investment Company for the
acts and omissions of any subcontractor as it is for its own acts and omissions.

    C.   With regard to Fund Accounting Services, Administrative Services and
         Custody Procurement Services, the Company may without further consent
         on the part of the Investment Company subcontract for the performance
         of such services with Federated Administrative Services, a wholly-owned
         subsidiary of the Company.

    D.   The Company shall upon instruction from the Investment Company
         subcontract for the performance of services under this Agreement with
         an Agent selected by the Investment Company, other than as described in
         B. and C. above; provided, however, that the Company shall in no way be
         responsible to the Investment Company for the acts and omissions of the
         Agent.

ARTICLE 21.  DOCUMENTS.

     A. In connection  with the appointment of the Company under this Agreement,
the Investment Company shall file with the Company the following documents:

     (1) A copy of the  Charter and  By-Laws of the  Investment  Company and all
amendments thereto;

     (2) A copy  of  the  resolution  of the  Board  of the  Investment  Company
authorizing this Agreement;

     (3)  Printed  documentation  from  the  recordkeeping  system  representing
outstanding Share certificates of the Investment Company or the Funds;

     (4)  All  account   application  forms  and  other  documents  relating  to
Shareholders accounts; and

     (5) A copy of the current Prospectus for each Fund.

     B. The Fund will also furnish from time to time the following documents:

     (1) Each resolution of the Board of the Investment Company  authorizing the
original issuance of each Fund's, and/or Class's Shares;

     (2) Each Registration  Statement filed with the SEC and amendments  thereof
and orders relating  thereto in effect with respect to the sale of Shares of any
Fund, and/or Class;

     (3) A certified  copy of each  amendment to the governing  document and the
By-Laws of the Investment Company;

     (4) Certified copies of each vote of the Board authorizing officers to give
Proper  Instructions  to the Custodian and agents for fund  accountant,  custody
services procurement, and shareholder recordkeeping or transfer agency services;

     (5) Such other certifications, documents or opinions which the Company may,
in its  discretion,  deem necessary or appropriate in the proper  performance of
its duties; and

     (6) Revisions to the Prospectus of each Fund.

ARTICLE 22.  REPRESENTATIONS AND WARRANTIES.
    A.   Representations and Warranties of the Company

         The Company represents and warrants to the Fund that:

     (1) it is a  corporation  duly  organized and existing and in good standing
under the laws of the Commonwealth of Pennsylvania;

     (2) It is duly  qualified  to carry on its  business  in each  jurisdiction
where  the  nature  of its  business  requires  such  qualification,  and in the
Commonwealth of Pennsylvania;

     (3)  it  is  empowered  under  applicable  laws  and  by  its  Articles  of
Incorporation and By-Laws to enter into and perform this Agreement;

     (4) all requisite corporate  proceedings have been taken to authorize it to
enter into and perform its obligations under this Agreement;

     (5) it has and will  continue to have access to the  necessary  facilities,
equipment  and  personnel  to  perform  its duties  and  obligations  under this
Agreement;

     (6) it is in compliance  with federal  securities law  requirements  and in
good standing as an administrator and fund accountant; and

     B. Representations and Warranties of the Investment Company

     The Investment Company represents and warrants to the Company that:

     (1) It is an  investment  company duly  organized  and existing and in good
standing under the laws of its state of organization;

     (2) It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform its obligations under this Agreement;

     (3) All  corporate  proceedings  required by said  Charter and By-Laws have
been taken to authorize it to enter into and perform its obligations  under this
Agreement;

     (4) The Investment  Company is an open-end  investment  company  registered
under the 1940 Act; and

     (5) A  registration  statement  under the 1933 Act will be  effective,  and
appropriate  state securities law filings have been made and will continue to be
made, with respect to all Shares of each Fund being offered for sale.

ARTICLE 23.  STANDARD OF CARE AND INDEMNIFICATION.

    A.   Standard of Care

         With regard to Sections One, Three and Four, the Company shall be held
         to a standard of reasonable care in carrying out the provisions of this
         Contract. The Company shall be entitled to rely on and may act upon
         advice of counsel (who may be counsel for the Investment Company) on
         all matters, and shall be without liability for any action reasonably
         taken or omitted pursuant to such advice, provided that such action is
         not in violation of applicable federal or state laws or regulations,
         and is in good faith and without negligence.

    B.   Indemnification by Investment Company

         The Company shall not be responsible for and the Investment Company or
         Fund shall indemnify and hold the Company, including its officers,
         directors, shareholders and their agents, employees and affiliates,
         harmless against any and all losses, damages, costs, charges, counsel
         fees, payments, expenses and liabilities arising out of or attributable
         to:

     (1) The acts or omissions of any Custodian,  Adviser,  Sub-adviser or other
party contracted by or approved by the Investment Company or Fund,

     (2) The  reliance on or use by the Company or its agents or  subcontractors
of information, records and documents in proper form which

                 (a)    are received by the Company or its agents or
                        subcontractors and furnished to it by or on behalf of
                        the Fund, its Shareholders or investors regarding the
                        purchase, redemption or transfer of Shares and
                        Shareholder account information;

                 (b) are received by the Company from independent pricing
services or sources for use in valuing the assets of the Funds; or

                 (c)    are received by the Company or its agents or
                        subcontractors from Advisers, Sub-advisers or other
                        third parties contracted by or approved by the
                        Investment Company of Fund for use in the performance of
                        services under this Agreement;

                 (d) have been prepared and/or maintained by the Fund or its
                     affiliates or any other person or firm on behalf of the
                     Investment Company.

         (3)     The reliance on, or the carrying out by the Company or its
                 agents or subcontractors of Proper Instructions of the
                 Investment Company or the Fund.

         (4)     The offer or sale of Shares in violation of any requirement
                 under the federal securities laws or regulations or the
                 securities laws or regulations of any state that such Shares be
                 registered in such state or in violation of any stop order or
                 other determination or ruling by any federal agency or any
                 state with respect to the offer or sale of such Shares in such
                 state.

                 Provided, however, that the Company shall not be protected by
                 this Article 23.B. from liability for any act or omission
                 resulting from the Company's willful misfeasance, bad faith,
                 negligence or reckless disregard of its duties or failure to
                 meet the standard of care set forth in 23.A. above.

    C.   Reliance

         At any time the Company may apply to any officer of the Investment
         Company or Fund for instructions, and may consult with legal counsel
         with respect to any matter arising in connection with the services to
         be performed by the Company under this Agreement, and the Company and
         its agents or subcontractors shall not be liable and shall be
         indemnified by the Investment Company or the appropriate Fund for any
         action reasonably taken or omitted by it in reliance upon such
         instructions or upon the opinion of such counsel provided such action
         is not in violation of applicable federal or state laws or regulations.
         The Company, its agents and subcontractors shall be protected and
         indemnified in recognizing stock certificates which are reasonably
         believed to bear the proper manual or facsimile signatures of the
         officers of the Investment Company or the Fund, and the proper
         countersignature of any former transfer agent or registrar, or of a
         co-transfer agent or co-registrar.

    D.   Notification

         In order that the indemnification provisions contained in this Article
         23 shall apply, upon the assertion of a claim for which either party
         may be required to indemnify the other, the party seeking
         indemnification shall promptly notify the other party of such
         assertion, and shall keep the other party advised with respect to all
         developments concerning such claim. The party who may be required to
         indemnify shall have the option to participate with the party seeking
         indemnification in the defense of such claim. The party seeking
         indemnification shall in no case confess any claim or make any
         compromise in any case in which the other party may be required to
         indemnify it except with the other party's prior written consent.

ARTICLE 24.  TERM AND TERMINATION OF AGREEMENT.

    This Agreement shall be effective from September 1, 1997, and shall continue
until February 28, 2003 (`Term"). Thereafter, the Agreement will continue for 18
month terms. The Agreement can be terminated by either party upon 18 months
notice to be effective as of the end of such 18 month period. In the event,
however, of willful misfeasance, bad faith, negligence or reckless disregard of
its duties by the Company, the Investment Company has the right to terminate the
Agreement upon 60 days written notice, if Company has not cured such willful
misfeasance, bad faith, negligence or reckless disregard of its duties within 60
days. The termination date for all original or after-added Investment companies
which are, or become, a party to this Agreement. shall be coterminous.
Investment Companies that merge or dissolve during the Term, shall cease to be a
party on the effective date of such merger or dissolution.

    Should the Investment Company exercise its rights to terminate, all
out-of-pocket expenses associated with the movement of records and materials
will be borne by the Investment Company or the appropriate Fund. Additionally,
the Company reserves the right to charge for any other reasonable expenses
associated with such termination.

The provisions of Articles 10 and 23 shall survive the termination of this
Agreement.

ARTICLE 25.  AMENDMENT.

    This Agreement may be amended or modified by a written agreement executed by
both parties.

ARTICLE 26.  INTERPRETIVE AND ADDITIONAL PROVISIONS.

    In connection with the operation of this Agreement, the Company and the
Investment Company may from time to time agree on such provisions interpretive
of or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, PROVIDED that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of the Charter. No interpretive or additional
provisions made as provided in the preceding sentence shall be deemed to be an
amendment of this Agreement.

ARTICLE 27.  GOVERNING LAW.

    This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts

ARTICLE 28.  NOTICES.

    Except as otherwise specifically provided herein, Notices and other writings
delivered or mailed postage prepaid to the Investment Company at , , or to the
Company at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or
to such other address as the Investment Company or the Company may hereafter
specify, shall be deemed to have been properly delivered or given hereunder to
the respective address.

ARTICLE 29.  COUNTERPARTS.

        This Agreement may be executed simultaneously in two or more
 counterparts, each of which shall be deemed an original. ARTICLE 30.
 LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF THE COMPANY.

    The execution and delivery of this Agreement have been authorized by the
Trustees of the Company and signed by an authorized officer of the Company,
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
the obligations of this Agreement are not binding upon any of the Trustees or
Shareholders of the Company, but bind only the appropriate property of the Fund,
or Class, as provided in the Declaration of Trust.

ARTICLE 31.  MERGER OF AGREEMENT.

    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.

ARTICLE 32.  SUCCESSOR AGENT.

    If a successor agent for the Investment Company shall be appointed by the
Investment Company, the Company shall upon termination of this Agreement deliver
to such successor agent at the office of the Company all properties of the
Investment Company held by it hereunder. If no such successor agent shall be
appointed, the Company shall at its office upon receipt of Proper Instructions
deliver such properties in accordance with such instructions.

    In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to the Company on or before the date when
such termination shall become effective, then the Company shall have the right
to deliver to a bank or trust company, which is a "bank" as defined in the 1940
Act, of its own selection, having an aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than $2,000,000, all
properties held by the Company under this Agreement. Thereafter, such bank or
trust company shall be the successor of the Company under this Agreement.

ARTICLE 33.  FORCE MAJEURE.

    The Company shall have no liability for cessation of services hereunder or
any damages resulting therefrom to the Fund as a result of work stoppage, power
or other mechanical failure, natural disaster, governmental action,
communication disruption or other impossibility of performance.

ARTICLE 34.  ASSIGNMENT; SUCCESSORS.

    This Agreement shall not be assigned by either party without the prior
written consent of the other party, except that either party may assign all of
or a substantial portion of its business to a successor, or to a party
controlling, controlled by, or under common control with such party. Nothing in
this Article 34 shall prevent the Company from delegating its responsibilities
to another entity to the extent provided herein.

ARTICLE 35.  SEVERABILITY.

    In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.

ARTICLE 36. LIMITATIONS OF LIABILITY OF TRUSTEES AND SHAREHOLDERS OF THE
INVESTMENT COMPANY.

    The execution and delivery of this Agreement have been authorized by the
Trustees of the Investment Company and signed by an authorized officer of the
Investment Company, 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 the obligations of this Agreement are not binding upon any of
the Trustees or Shareholders of the Investment Company, but bind only the
property of the Fund, or Class, as provided in the Declaration of Trust.

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.

INVESTMENT COMPANIES

(LISTED ON EXHIBIT 1)

By: /S/ S. ELLIOTT COHAN

Name: S. Elliott Cohan
Title: Assistant Secretary

FEDERATED SERVICES COMPANY

By: /S/ THOMAS J. WARD

Name: Thomas J. Ward
Title: Secretary


<PAGE>


                                    EXHIBIT 1

Money Market Obligations Trust

        Automated Cash Management Trust
           Cash II Shares
           Institutional Service Shares

        Automated Government Cash Reserves
        Automated Government Money Trust
        Automated Treasury Cash Reserves
        Federated Master Trust
        Federated Short-Term U.S. Government Trust
        Government Obligations Fund

           Institutional Shares
           Institutional Service Shares

        Government Obligations Tax-Managed Fund
           Institutional Shares
           Institutional Service Shares

        Liquid Cash Trust
        Prime Obligations Fund

           Institutional Shares
           Institutional Service Shares

        Tax-Free Obligations Fund
           Institutional Shares
           Institutional Service Shares

        Treasury Obligations Fund
           Institutional Shares
           Institutional Service Shares
           Institutional Capital Shares

        Trust for Government Cash Reserves
        Trust for Short-Term U.S. Government Securities
        Trust for U.S. Treasury Obligations
        U.S. Treasury Cash Reserves

           Institutional Shares
           Institutional Service Shares



                                                Exhibit (h)(iii) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                         SHAREHOLDER SERVICES AGREEMENT

      THIS AGREEMENT, amended and restated as of the first day of September,
1995, (originally made and enterered 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 1001
Liberty Avenue, Pittsburgh, PA 15237-1779 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
        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,  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 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: , 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. 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.

Attest:                            Investment Companies (listed on Exhibit 1)


/S/ JOHN W. MCGONIGLE                       By:/S/ JOHN F. DONAHUE
        John W. McGonigle                          John F. Donahue
        Secretary                                  Chairman

Attest:                                     Federated Shareholder Services

/S/ JOSEPH M. HUBER                         By: /S/ JOHN W. MCGONIGLE
        Joseph M. Huber                            John W. McGonigle
        Secretary                                  President


<PAGE>


                                    EXHIBIT 1

Money Market Obligations Trust

        Automated Cash Management Trust
           Cash II Shares
           Institutional Service Shares

        Automated Government Cash Reserves
        Automated Government Money Trust
        Automated Treasury Cash Reserves
        Federated Master Trust
        Federated Short-Term U.S. Government Trust
        Government Obligations Fund

           Institutional Shares
           Institutional Service Shares

        Government Obligations Tax-Managed Fund
           Institutional Shares
           Institutional Service Shares

        Liquid Cash Trust
        Prime Obligations Fund

           Institutional Shares
           Institutional Service Shares

        Tax-Free Obligations Fund
           Institutional Shares
           Institutional Service Shares

        Treasury Obligations Fund
           Institutional Shares
           Institutional Service Shares
           Institutional Capital Shares

        Trust for Government Cash Reserves
        Trust for Short-Term U.S. Government Securities
        Trust for U.S. Treasury Obligations
        U.S. Treasury Cash Reserves

           Institutional Shares
           Institutional Service Shares









                                        Exhibit (j)(ii)(a)(b)(c) under Form N-1A
                                              Exhibit 23 under Item 601/Reg. S-K

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectuses and "Independent Auditors" in the Statement of
Additional Information in

Post-Effective Amendment Number 33 to the Registration Statement (Form N-1A No.

33-31602) dated August 31, 1999 and to the incorporation by reference therein of
our report dated June 8, 1999 on the financial statements of Federated
Government Trust (comprising, Automated Treasury Cash Reserves, Automated
Government Cash Reserves, and U.S. Treasury Cash Reserves) included in its
Annual Report to Shareholders for the year ended April 30, 1999.

                                                           /s/ Ernst & Young LLP

                                                               ERNST & YOUNG LLP

Boston, Massachusetts
August 25, 1999










                                    EXHIBIT B

                                     to the

                                Distribution Plan

                                                Exhibit (m)(iii) under Form N-1A
                                               Exhibit 1 under Item 601/Reg. S-K

                         MONEY MARKET OBLIGATIONS TRUST

                           U.S. TREASURY CASH RESERVES

                          INSTITUTIONAL SERVICE SHARES

    This Distribution Plan is adopted by Money Market Obligations Trust with
respect to the Institutional Service Shares of the portfolio of the TrustERROR!
REFERENCE SOURCE NOT FOUND. set forth above.

    In compensation for the services provided pursuant to this Plan, FSC will be
paid a monthly fee computed at the annual rate of .25% of the average aggregate
net asset value of the Institutional Service Shares of U.S. Treasury Cash
Reserves held during the month.

    Witness the due execution hereof this 1st day of August, 1999.

                                            MONEY MARKET OBLIGATIONS TRUST

                                            By: /S/ RICHARD B. FISHER

                                            Name:  Richard B. Fisher
                                            Title:  Vice President



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