SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
FEDERATED GOVERNMENT TRUST
(Name of Registrant as Specified In Its Charter)
FEDERATED INVESTORS, INC.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
FEDERATED GOVERNMENT TRUST
PROXY STATEMENT - PLEASE VOTE!
TIME IS OF THE ESSENCE ...VOTING ONLY TAKES A FEW MINUTES AND YOUR
PARTICIPATION IS IMPORTANT! ACT NOW TO HELP THE TRUST AVOID ADDITIONAL EXPENSE.
Federated Government Trust (the "Trust") will hold a special meeting in lieu of
annual meeting of shareholders of Automated Government Cash Reserves, Automated
Treasury Cash Reserves and U.S. Treasury Cash Reserves (collectively, the
"Funds") on June 28, 1999. It is important for you to vote on the issues
described in this Proxy Statement. We recommend that you read the Proxy
Statement in its entirety; the explanations will help you to decide on the
issues.
Following is an introduction to the proposals and the process.
WHY AM I BEING ASKED TO VOTE?
Mutual funds are required to obtain shareholders' votes for certain types
of changes, like those included in this Proxy Statement. You have a right to
vote on these changes.
WHAT ISSUES AM I BEING ASKED TO VOTE ON?
The proposals include the election of Trustees, ratification of independent
auditors and the proposed reorganizations of the Funds into newly created
portfolios of Money Market Obligations Trust ("MMOT").
WHY ARE INDIVIDUALS RECOMMENDED FOR ELECTION TO THE BOARD OF TRUSTEES?
The Trust is devoted to serving the needs of its shareholders, and the Board is
responsible for managing the Trust's business affairs to meet those needs. The
Board represents the shareholders and can exercise all of the Trust's powers,
except those reserved only for shareholders.
Trustees are selected on the basis of their education and professional
experience. Candidates are chosen based on their distinct interest in, and
capacity for understanding the complexities of, the operation of a mutual fund.
These individuals bring considerable experience to the impartial oversight of a
fund's operation.
The Proxy Statement includes a brief description of each nominee's history and
current position with the Trust, if applicable.
WHY AM I BEING ASKED TO VOTE ON THE RATIFICATION OF INDEPENDENT AUDITORS?
The independent auditors conduct a professional examination of accounting
documents and supporting data to render an opinion on the material fairness of
the information. Because financial reporting involves discretionary decision
making, the auditors' opinion is an important assurance to both the Trust and
its investors.
The Board of Trustees approved the selection of Ernst & Young LLP, long-time
auditors of the Trust, for the current fiscal year and believes that the
continued employment of this firm is in the Trust's best interests.
WHY ARE THE REORGANIZATIONS BEING PROPOSED?
The Board of Trustees and the Funds' investment adviser believe that the
management structure of the Funds can be simplified by reorganizing the Funds as
portfolios of MMOT, another money market mutual fund. After the Reorganizations,
the original Trust will be dissolved. MMOT offers a variety of portfolios
investing in money market securities, each with its own investment objective.
HOW WILL THE REORGANIZATIONS AFFECT MY INVESTMENT?
o The shares you own and the value of your investment will not change.
o The three Reorganizations will each be a tax-free event.
o There will not be any sales loads, commissions, or transaction charges
with the Reorganizations.
o The investment objectives will remain the same.
o There will be no increases in the fees payable to the Funds'
investment adviser because of the Reorganizations.
HOW DO I VOTE MY SHARES?
You may vote in person at the special meeting in lieu of the annual meeting of
shareholders or complete and return the enclosed Proxy Card. If you sign and
return the Proxy Card without indicating a preference, your vote will be cast
"for" all the proposals.
You may also vote by telephone at 1-800-690-6903, or through the Internet at
WWW.PROXYVOTE.COM. If you choose to help save the Trust time and postage costs
by voting through the Internet or by telephone, please don't return your Proxy
Card. If you do not respond at all, we may contact you by telephone to request
that you cast your vote.
WHO DO I CALL IF I HAVE QUESTIONS ABOUT THE PROXY STATEMENT?
Call your Investment Professional or a Federated Client Service
Representative. Federated's toll-free number is 1-800-341-7400.
After careful consideration, the Board of Trustees has unanimously approved
these proposals. The Board recommends that you read the enclosed materials
carefully and vote FOR all proposals.
Doc. #186810 v.01
PRELIMINARY
FEDERATED GOVERNMENT TRUST
AUTOMATED GOVERNMENT CASH RESERVES
AUTOMATED TREASURY CASH RESERVES
U.S. TREASURY CASH RESERVES
NOTICE OF SPECIAL MEETING
IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 28, 1999
A Special Meeting in lieu of Annual Meeting of the shareholders
of Federated Government Trust (the "Trust"), which consists of three portfolios
or series, Automated Government Cash Reserves (the "Government Fund"), Automated
Treasury Cash Reserves (the "Treasury Fund") and U.S. Treasury Cash Reserves
(the "Treasury Cash Fund") (individually, the "Fund" and collectively, the
"Funds"), will be held at 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7000, at 2:00 p.m. (Eastern time), on June 28, 1999 to consider proposals:
(1) To elect seven Trustees.
(2) To ratify the selection of the Trust's independent
auditors.
(3) To approve a proposed Agreement and Plan of Reorganization
between the Trust, on behalf of its portfolio, the
Government Fund, and Money Market Obligations Trust, on
behalf of its series, Automated Government Cash Reserves
(the "New Government Fund"), whereby the New Government
Fund would acquire all of the assets of the Government
Fund in exchange for shares of the New Government Fund to
be distributed PRO RATA by the Government Fund to its
shareholders in complete liquidation and termination of
the Government Fund (Government Fund ONLY).
(4) To approve a proposed Agreement and Plan of Reorganization
between the Trust, on behalf of its portfolio, the
Treasury Fund, and Money Market Obligations Trust, on
behalf of its series, Automated Treasury Cash Reserves
(the "New Treasury Fund"), whereby the New Treasury Fund
would acquire all of the assets of the Treasury Fund in
exchange for shares of the New Treasury Fund to be
distributed PRO RATA by the Treasury Fund to its
shareholders in complete liquidation and termination of
the Treasury Fund (Treasury Fund ONLY).
(5) To approve a proposed Agreement and Plan of Reorganization
between the Trust, on behalf of its portfolio, Treasury
Cash Fund, and Money Market Obligations Trust, on behalf
of its series, U.S. Treasury Cash Reserves (the "New
Treasury Cash Fund"), whereby the New Treasury Cash Fund
would acquire all of the assets of the Treasury Cash Fund
in exchange for shares of the New Treasury Cash Fund to be
distributed PRO RATA by the Treasury Cash Fund to its
shareholders in complete liquidation and termination of
the Treasury Cash Fund (Treasury Cash Fund ONLY).
To transact such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Trustees has fixed April 30, 1999 as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Board of Trustees,
John W. McGonigle
Secretary
May 14, 1999
YOU CAN HELP THE TRUST AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY SIGNING AND RETURNING THE ENCLOSED PROXY.
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL
MEETING IN LIEU OF ANNUAL MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
<PAGE>
TABLE OF CONTENTS
ABOUT THE PROXY SOLICITATION AND THE MEETING....................................
ELECTION OF SEVEN TRUSTEES......................................................
ABOUT THE ELECTION OF TRUSTEES .................................................
TRUSTEES STANDING FOR ELECTION..................................................
NOMINEES NOT PRESENTLY SERVING AS TRUSTEES......................................
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS...........................
APPROVAL OF THE PROPOSED AGREEMENTS AND PLANS OF REORGANIZATION.................
INFORMATION ABOUT THE TRUST....................................................
PROXIES, QUORUM AND VOTING AT THE MEETING.......................................
SHARE OWNERSHIP OF THE TRUSTEES.................................................
TRUSTEE COMPENSATION............................................................
OFFICERS OF THE TRUST...........................................................
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY....................
APPENDIX I: AGREEMENT AND PLAN OF REORGANIZATION.............................I-1
APPENDIX II - A: COMPARISON OF INVESTMENT POLICIES AND LIMITATIONS FOR
THE GOVERNMENT FUND AND THE NEW GOVERNMENT FUND...........................II-A-1
APPENDIX II - B: COMPARISON OF INVESTMENT POLICIES AND LIMITATIONS FOR
THE TREASURY FUND AND THE NEW TREASURY FUND...............................II-B-1
APPENDIX II - C: COMPARISON OF INVESTMENT POLICIES AND LIMITATIONS FOR
THE TREASURY CASH FUND AND THE NEW TREASURY CASH FUND.....................II-C-1
<PAGE>
PRELIMINARY
PROXY STATEMENT
FEDERATED GOVERNMENT TRUST
AUTOMATED GOVERNMENT CASH RESERVES
AUTOMATED TREASURY CASH RESERVES
U.S. TREASURY CASH RESERVES
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
ABOUT THE PROXY SOLICITATION AND THE MEETING
The enclosed proxy is solicited on behalf of the Board of Trustees of
the Trust (the "Board" or "Trustees"), which consists of three portfolios or
series, Automated Government Cash Reserves (the "Government Fund"), Automated
Treasury Cash Reserves (the "Treasury Fund") and U.S. Treasury Cash Reserves
(the "Treasury Cash Fund") (individually, a "Fund" and collectively, the
"Funds"). The proxies will be voted at the special meeting in lieu of annual
meeting of shareholders of the Trust to be held on June 28, 1999, at 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7000, at 2:00 p.m. (such special
meeting in lieu of annual meeting and any adjournment or postponement thereof
are referred to as the "Meeting").
The cost of the solicitation, including the printing and mailing of
proxy materials, will be borne by the Trust. In addition to solicitations
through the mails, proxies may be solicited by officers, employees, and agents
of the Trust or, if necessary, a communications firm retained for this purpose.
Such solicitations may be by telephone, telegraph, through the Internet or
otherwise. Any telephonic solicitations will follow procedures designed to
ensure accuracy and prevent fraud, including requiring identifying shareholder
information, recording the shareholder's instructions, and confirming to the
shareholder after the fact. Shareholders who communicate proxies by telephone or
by other electronic means have the same power and authority to issue, revoke, or
otherwise change their voting instruction as shareholders submitting proxies in
written form. The Trust may reimburse custodians, nominees, and fiduciaries for
the reasonable costs incurred by them in connection with forwarding solicitation
materials to the beneficial owners of shares held of record by such persons.
The Board has reviewed the proposed reorganizations of the Funds, and
approved them, subject to shareholder approval. The purposes of the Meeting are
set forth in the accompanying Notice. The Trustees know of no business other
than that mentioned in the Notice that will be presented for consideration at
the Meeting. Should other business properly be brought before the Meeting,
proxies will be voted in accordance with the best judgment of the persons named
as proxies. This proxy statement and the enclosed proxy card are expected to be
mailed on or about May 14, 1999, to shareholders of record at the close of
business on April 30, 1999 (the "Record Date").
On the Record Date, the Funds had outstanding shares of beneficial
interest as follows:
Government Fund: _____________ shares
Treasury Fund: _____________ shares
Treasury Cash Fund: _____________ shares
The Funds' annual prospectuses, which include audited financial
statements for the fiscal year ended April 30, 1998, were previously mailed to
shareholders. The Funds' semi-annual reports, which contain unaudited financial
statements for the period ended October 31, 1998, were also previously mailed to
shareholders. The Trust's principal executive offices are located at Federated
Investors Funds, 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7000. The
Trust's toll-free telephone number is 1-800-341-7400.
PROPOSAL #1: ELECTION OF SEVEN TRUSTEES
The persons named as proxies intend to vote in favor of the election of
Thomas G. Bigley, Nicholas P. Constantakis, John F. Cunningham, J. Christopher
Donahue, Charles F. Mansfield, Jr., John E. Murray, Jr. and John S. Walsh
(collectively, the "Nominees") as Trustees of the Trust. Messrs. Bigley,
Constantakis, Mansfield and Murray are presently serving as Trustees. If elected
by shareholders, Messrs. Cunningham, Donahue and Walsh are expected to assume
their responsibilities as Trustees effective July 1, 1999. Please see "ABOUT THE
ELECTION OF TRUSTEES" below for current information about the Nominees.
Messrs. Murray and Bigley were appointed Trustees on February 14, 1995
and October 1, 1995, respectively, to fill vacancies created by the decision to
expand the size of the Board. Messrs. Constantakis and Mansfield were appointed
Trustees on February 23, 1998 and January 1, 1999, respectively, also to fill
vacancies resulting from the decision to expand the size of the Board. Messrs.
Cunningham, Donahue and Walsh are being proposed for election as Trustees to
fill vacancies anticipated to result from the resignations of three current
Trustees. The anticipated resignations will not occur if Messrs. Cunningham,
Donahue and Walsh are not elected as Trustees.
All Nominees have consented to serve if elected. If elected, the
Trustees will hold office without limit in time until death, resignation,
retirement, or removal or until the next meeting of shareholders to elect
Trustees and the election and qualification of their successors. Election of a
Trustee is by a plurality vote, which means that the seven individuals receiving
the greatest number of votes at the Meeting will be deemed to be elected.
If any Nominee for election as a Trustee named above shall by reason of
death or for any other reason become unavailable as a candidate at the Meeting,
votes pursuant to the enclosed proxy will be cast for a substitute candidate by
the proxies named on the proxy card, or their substitutes, present and acting at
the Meeting. Any such substitute candidate for election as a Trustee who is an
"interested person" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Trust shall be nominated by the Executive
Committee. The selection of any substitute candidate for election as a Trustee
who is not an "interested person" shall be made by a majority of the Trustees
who are not "interested persons" of the Trust. The Board has no reason to
believe that any Nominee will become unavailable for election as a Trustee.
THE BOARD OF TRUSTEES RECOMMENDS THAT
SHAREHOLDERS VOTE TO ELECT AS TRUSTEES THE NOMINEES FOR
ELECTION TO THE BOARD OF TRUSTEES OF THE TRUST
ABOUT THE ELECTION OF TRUSTEES
When elected, the Trustees will hold office during the lifetime of the
Trust except that: (a) any Trustee may resign; (b) any Trustee may be removed by
written instrument signed by at least two-thirds of the number of Trustees prior
to such removal; (c) any Trustee who requests to be retired or who has become
mentally or physically incapacitated may be retired by written instrument signed
by a majority of the other Trustees; and (d) a Trustee may be removed at any
special meeting of the shareholders by a vote of two-thirds of the outstanding
shares of the Trust. In case a vacancy shall exist for any reason, the remaining
Trustees will fill such vacancy by appointment of another Trustee. The Trustees
will not fill any vacancy by appointment if, immediately after filling such
vacancy, less than two-thirds of the Trustees then holding office would have
been elected by the shareholders. If, at any time, less than a majority of the
Trustees holding office have been elected by the shareholders, the Trustees then
in office will call a shareholders' meeting for the purpose of electing Trustees
to fill vacancies. Otherwise, there will normally be no meeting of shareholders
called for the purpose of electing Trustees.
Set forth below is a listing of: (i) Trustees standing for election, and
(ii) Nominees standing for election who are not presently serving as Trustees,
along with their addresses, birthdates, present positions with the Trust, if
applicable, and principal occupations during the past five years:
TRUSTEES STANDING FOR ELECTION
THOMAS G. BIGLEY
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Director or Trustee of the Federated Fund Complex; Director and Member of
Executive Committee, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Director and Member
of Executive Committee, University of Pittsburgh.
NICHOLAS P. CONSTANTAKIS
175 Woodshire Drive
Pittsburgh, PA
Birthdate: September 3, 1939
Trustee
Director or Trustee of the Federated Fund Complex; formerly, Partner, Andersen
Worldwide SC.
CHARLES F. MANSFIELD, JR.
80 South Road
Westhampton, NY
Birthdate: April 10, 1945
Trustee
Director or Trustee of some of the Funds in the Federated Fund Complex;
management consultant.
JOHN E. MURRAY, JR., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932
Trustee
Director or Trustee of the Federated Fund Complex; President, Law Professor,
Duquesne University; Consulting Partner, Mollica & Murray.
NOMINEES NOT PRESENTLY SERVING AS TRUSTEES
JOHN F. CUNNINGHAM
353 El Brillo Way
Palm Beach, FL
Birthdate: March 5, 1943
Director or Trustee of some of the Funds in the Federated Fund Complex;
Chairman, President and Chief Executive Officer, Cunningham & Co., Inc.; Trustee
Associate, Boston College; Director, EMC Corporation; formerly, Director,
Redgate Communications.
J. CHRISTOPHER DONAHUE
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President
President or Executive Vice President of the Federated Fund Complex; Director or
Trustee of some of the Funds in the Federated Fund Complex; President and
Director, Federated Investors, Inc.; President and Trustee, Federated Advisers,
Federated Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global Research Corp.; President, Passport
Research, Ltd.; Trustee, Federated Shareholder Services Company; Director,
Federated Services Company. Mr. Donahue is the son of John F. Donahue, Chairman
and Trustee of the Trust.
JOHN S. WALSH
2007 Sherwood Drive
Valparaiso, IN
Birthdate: November 28, 1957
Director or Trustee of some of the Funds in the Federated Fund Complex;
President and Director, Heat Wagon, Inc.; President and Director, Manufacturers
Products, Inc.; President, Portable Heater Parts, a division of Manufacturers
Products, Inc.; Director, Walsh & Kelly, Inc.; formerly, Vice President, Walsh &
Kelly, Inc.
PROPOSAL #2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The 1940 Act requires that the Trust's independent auditors be selected
by the Board, including a majority of those Board members who are not
"interested persons" (as defined in the 1940 Act) of the Trust, and submitted
for ratification or rejection at the next succeeding meeting of shareholders.
The Board of the Trust, including a majority of its members who are not
"interested persons" of the Trust, approved the selection of Ernst & Young LLP
(the "Auditors") for the current fiscal year at a Board meeting held on May 12,
1998.
The selection by the Board of the Auditors as independent auditors for
the current fiscal year is submitted to the shareholders for ratification. Apart
from their fees as independent auditors and certain consulting fees, neither the
Auditors nor any of their partners have a direct, or material indirect,
financial interest in the Trust or its investment adviser. The Auditors are a
major international independent accounting firm. The Board believes that the
continued employment of the services of the Auditors for the current fiscal year
would be in the Trust's best interests.
Representatives of the Auditors are not expected to be present at the
Meeting. If a representative is present, he or she will have the opportunity to
make a statement and would be available to respond to appropriate questions. The
ratification of the selection of the Auditors will require the affirmative vote
of a majority of the shares present and voting on the proposal at the Meeting.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
VOTE TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS
PROPOSAL #3: TO APPROVE THE PROPOSED REORGANIZATIONS
The Board of Trustees of the Trust has voted to recommend to
shareholders of each of the Government Fund, the Treasury Fund and the Treasury
Cash Fund the approval of an Agreement and Plan of Reorganization (individually,
a "Reorganization Agreement," and collectively, the "Reorganization Agreements")
whereby Money Market Obligations Trust, a Massachusetts business trust ("MMOT"),
on behalf of its portfolios, Automated Government Cash Reserves (the "New
Government Fund"), Automated Treasury Cash Reserves (the "New Treasury Fund")
and U.S. Treasury Cash Reserves (the "New Treasury Cash Fund") (the New
Government Fund, the New Treasury Fund and the New Treasury Cash Fund are
collectively referred to as the "New Funds"), would acquire all of the assets
(subject to the liabilities) of the Government Fund, the Treasury Fund and the
Treasury Cash Fund, respectively, in exchange for shares of beneficial interest
of the New Government Fund, the New Treasury Fund and the New Treasury Cash
Fund, to be distributed pro rata by the Government Fund, the Treasury Fund and
the Treasury Cash Fund to its respective shareholders in complete liquidation
and dissolution of the Government Fund, the Treasury Fund and the Treasury Cash
Fund (each a "Reorganization" and collectively, the "Reorganizations"). As a
result of the Reorganizations:
Shareholders of the Government Fund will receive shares of the New
Government Fund having a total net asset value equal to the total net
asset value of his or her holdings in the Government Fund on the date of
the Reorganization of the Government Fund;
Shareholders of the Treasury Fund will receive shares of the New
Treasury Fund having a total net asset value equal to the total net
asset value of his or her holdings in the Treasury Fund on the date of
the Reorganization of the Treasury Fund; and
Shareholders of the Treasury Cash Fund will receive shares of the New
Treasury Cash Fund having a total net asset value equal to the total net
asset value of his or her holdings in the Treasury Cash Fund on the date
of the Reorganization of the Treasury Cash Fund.
MMOT is an open-end management investment company that, immediately
prior to the Reorganizations, will include thirteen portfolios, each of which
has its own investment objective. The New Funds are newly-organized portfolios
of MMOT (initially "shell" portfolios). Each New Fund has the same investment
objective as the corresponding Fund that is merging into the New Fund. The
permissible investments for the New Funds are the same as the permissible
investments for the Funds, and the New Funds use comparable investment
strategies. Each of the New Funds pursues its investment objective by investing
in a portfolio of money market instruments maturing in 397 days or less. The
average maturity of money market instruments in each New Fund's portfolio,
computed on a dollar weighted basis, will be 90 days or less. Each Fund has an
identical investment objective, which it pursues by investing in a portfolio of
money market instruments maturing in thirteen months or less. The average
maturity of money market instruments in each Fund's portfolio, computed on a
dollar weighted basis, will be 90 days or less. Each of the Funds and the New
Funds are money market mutual funds which seek to stabilize their offering and
redemption prices at $1.00 per share, although there can be no assurance that
any of the Funds or the New Funds will be able to do so. (See "Comparison of
Investment Policies and Risk Factors" below.) An investment in any of the Funds
or the New Funds is neither insured nor guaranteed by the U.S. government.
As a condition to each Reorganization transaction, the Trust and MMOT
will receive an opinion of counsel that each Reorganization will be considered a
tax-free "reorganization" under applicable provisions of the Internal Revenue
Code, so that no gain or loss for federal income tax purposes will be recognized
by either the Trust or MMOT or the shareholders of any Fund or the corresponding
New Fund. The tax basis of each New Fund's shares received by the corresponding
Fund's shareholders will be the same as the tax basis of the shareholders'
shares in the Fund.
Significant components of the Reorganizations and provisions of the
Reorganization Agreements are summarized below; however, this summary of the
Reorganization Agreements is qualified in its entirety by reference to the full
text of each of the three Reorganization Agreements between the Trust, on
behalf of its portfolios, the Government Fund, the Treasury Fund and the
Treasury Cash Fund, and MMOT, on behalf of its portfolios, the New Government
Fund, the New Treasury Fund and the New Treasury Cash Fund, respectively. A
copy of the Reorganization Agreement between the Trust, on behalf of the
Government Fund, and MMOT, on behalf of the New Government Fund, is attached as
Appendix I to this Proxy Statement. The two other Reorganization Agreements,
between the Trust, on behalf of the Treasury Fund, and MMOT, on behalf of the
New Treasury Fund, and between the Trust, on behalf of the Treasury Cash Fund,
and MMOT, on behalf of the New Treasury Cash Fund, are identical to the
Reorganization Agreement attached as Appendix I, except for the Reorganization
Agreements' identification of the Funds and the New Funds.
DESCRIPTION OF THE REORGANIZATION AGREEMENTS
The discussion in this Proxy Statement refers to the Reorganization
Agreement between the Trust, on behalf of the Government Fund, and MMOT, on
behalf of the New Government Fund. This discussion also applies to the other
two Reorganizations, and describes the provisions of the two other
Reorganization Agreements.
The Reorganization Agreement for the Government Fund provides that all
of the assets of the Government Fund will be transferred to the New Government
Fund, subject to the liabilities of the Government Fund. Each holder of shares
of the Government Fund will receive the same number (with the same aggregate
value) of shares of the New Government Fund as the shareholder had in the
Government Fund immediately prior to the Reorganization. The Government Fund's
shareholders will not pay a sales charge, commission or other transaction cost
in connection with their receipt of the shares of the New Government Fund.
Following the transfer of assets and assumption of liabilities of the
Government Fund to and by the New Government Fund, and the issuance of shares by
the New Government Fund to the Government Fund, the Government Fund will
distribute the shares of the New Government Fund received by the Government Fund
among the shareholders of the Government Fund in proportion to the number of
shares each such shareholder holds in the Government Fund. In addition to
receiving the shares of the New Government Fund, each shareholder of the
Government Fund will have a right to receive any declared and unpaid dividends
or other distributions of the Government Fund. Following the Reorganization,
shareholders of the Government Fund will be shareholders of the New Government
Fund. Upon the completion of the Reorganization, the Trust will be deregistered
as an investment company under the 1940 Act and its existence terminated under
state law. The stock transfer books of the Trust will be permanently closed
after the Reorganization. MMOT will not issue share certificates with respect to
shares of the New Government Fund issued in connection with the Reorganization.
The Reorganization is subject to certain conditions, including: approval
of the Reorganization Agreement and the transactions and exchange contemplated
thereby as described in this Proxy Statement by the shareholders of the
Government Fund; the receipt of a legal opinion described in the Reorganization
Agreement regarding tax matters; the receipt of certain certificates from the
parties concerning the continuing accuracy of the representations and warranties
in the Reorganization Agreement and other matters; and the parties' performance,
in all material respects, of the agreements and undertakings in the
Reorganization Agreement. Assuming satisfaction of the conditions in the
Reorganization Agreement, the Reorganization is expected to occur on or after
_______________, 1999.
The Trust's investment adviser is responsible for the payment of all
expenses of the Reorganizations incurred by either party, whether or not the
Reorganizations are consummated. Such expenses include, but are not limited to,
legal fees, registration fees, transfer taxes (if any), the fees of banks and
transfer agents and the costs of preparing, printing, copying and mailing proxy
solicitation materials to the Government Fund's shareholders.
The Reorganizations may be terminated at any time prior to their
consummation by either the Trust or MMOT if circumstances should develop that,
in the opinion of either the Board of the Trust or the Board of Trustees of
MMOT, make proceeding with the Reorganization Agreements inadvisable. The
Reorganization Agreements provide further that at any time prior to the
consummation of the Reorganizations: (i) the parties thereto may amend or modify
any of the provisions of the Reorganization Agreements provided that such
amendment or modification would not have a material adverse effect on the
benefits intended under the Reorganization Agreements and it would be consistent
with the best interests of the shareholders of a Fund and its corresponding New
Fund; and (ii) the parties may waive any of the conditions set forth in the
Reorganization Agreements if, in the judgment of the waiving party, such waiver
will not have a material adverse effect on the benefits intended under the
Reorganization Agreements to the shareholders of a Fund or its corresponding New
Fund as the case may be.
REASONS FOR THE PROPOSED REORGANIZATION
The Trust was established as a Massachusetts business trust in 1989.
Although the Board has been satisfied with the Government Fund's performance,
it, and the Government Fund's investment adviser, believe that certain operating
efficiencies can be achieved by reorganizing the Government Fund as a portfolio
of MMOT rather than remaining as a separate entity. Accordingly, the Government
Fund's investment adviser has recommended to the Board of Trustees of MMOT that
the New Government Fund be organized for the purposes of acquiring the
Government Fund's assets and thereby reorganizing the Government Fund as a
portfolio of MMOT. The Government Fund's investment adviser similarly
recommended to the Trustees of the Trust that the Government Fund's assets be
transferred to MMOT, on behalf of the New Government Fund, in order to
reorganize it as a separate portfolio of MMOT. In connection with this proposal,
the Government Fund's investment adviser emphasized the comparable advisory
services provided, the identical investment objectives, the similar investment
policies, and the administrative convenience and simplification of management
achievable by operating the Government Fund as a portfolio of MMOT.
BOARD OF TRUSTEES' CONSIDERATIONS AND RECOMMENDATIONS
The Trust's Board of Trustees, at its meeting on February 15, 1999,
concluded that the reorganization of the Government Fund as a portfolio of MMOT
could provide for operating efficiencies. The Trust's Trustees also noted that
the Government Fund's shareholders would continue to receive the same quality of
investment management services from the New Government Fund's investment
adviser, which is also the Government Fund's current investment adviser. The
Board of Trustees, including a majority of the Trustees who are not "interested
persons," additionally determined that participation in the Reorganization is in
the best interests of the Government Fund, and that the interests of the
Government Fund's shareholders would not be diluted as a result of effecting the
Reorganization. Based upon the foregoing considerations, and the fact that
shareholders of the Government Fund will not suffer any adverse federal income
tax consequences as a result of the Reorganization, the Board of Trustees of the
Trust unanimously voted to approve, and recommended to the Government Fund's
shareholders the approval of, the Reorganization.
The Board of Trustees of MMOT, including the Trustees who are not
"interested persons," at the Board's meeting on February 15, 1999, unanimously
concluded that consummation of the Reorganization is in the best interests of
MMOT and the shareholders of the New Government Fund, and that the interests of
the New Government Fund's shareholders would not be diluted as a result of
effecting the Reorganization. As a consequence, the Board of Trustees of MMOT
unanimously approved the Reorganization Agreement.
Under the terms of the Declaration of Trust, the approval of each
Reorganization requires the affirmative vote of the holders of more than fifty
percent of the outstanding shares of the respective Fund. (See "PROXIES, QUORUM
AND VOTING AT THE MEETING" below.)
FEDERAL INCOME TAX CONSEQUENCES
As a condition to the Reorganization transactions, the Trust, on behalf
of the Government Fund, and MMOT, on behalf of the New Government Fund, will
receive an opinion from Dickstein Shapiro Morin & Oshinsky LLP, special counsel
to the Trust and MMOT, to the effect that, on the basis of the existing
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
current administrative rules and court decisions, for federal income tax
purposes: (1) the Reorganization as set forth in the Reorganization Agreement
will constitute a tax-free reorganization under section 368(a)(1)(F) of the
Code; (2) no gain or loss will be recognized by the New Government Fund upon its
receipt of the Government Fund's assets in exchange for the New Government Fund
shares; (3) no gain or loss will be recognized by the Government Fund upon the
transfer of its assets to the New Government Fund in exchange for New Government
Fund shares or upon the distribution (whether actual or constructive) of the New
Government Fund shares to the Government Fund shareholders in exchange for their
shares of the Government Fund; (4) no gain or loss will be recognized by
shareholders of the Government Fund upon exchange of the Government Fund shares
for the New Government Fund shares; (5) the holding period and tax basis for the
Government Fund's assets acquired by the New Government Fund will be the same as
the holding period and the tax basis to the Government Fund immediately prior to
the Reorganization; (6) the holding period of the New Government Fund shares
received by shareholders of the Government Fund pursuant to the Reorganization
Agreement will be the same as the holding period of the Government Fund shares
held by such shareholders immediately prior to the Reorganization, provided the
Government Fund shares were held as capital assets on the date of the
Reorganization; and (7) the tax basis of the New Government Fund shares received
by shareholders of the Government Fund pursuant to the Reorganization Agreement
will be the same as the tax basis of the Government Fund shares held by such
shareholders immediately prior to the Reorganization.
The Trust and MMOT have not sought a tax ruling from the Internal
Revenue Service ("IRS"), but are acting in reliance upon the opinion of counsel
discussed in the previous paragraph. That opinion is not binding on the IRS and
does not preclude the IRS from adopting a contrary position. Shareholders
should consult their own advisers concerning the potential tax consequences to
them, including state and local income taxes.
COMPARISON OF INVESTMENT POLICIES AND RISK FACTORS
The investment objective of the Government Fund is identical to the
investment objective of the New Government Fund. Investments in both the
Government Fund and the New Government Fund are not insured or guaranteed by
the U.S. government. Since the Government Fund and the New Government Fund are
managed to maintain a constant net asset value, they have little risk of
principal loss. However, investments in the Government Fund and the New
Government Fund are subject to certain risks, which include, but are not
limited to, the following: the possibility that issuers of securities will have
their credit ratings downgraded; the ability of the issuers of securities to
meet their obligations for payment of principal and interest when due or to
repurchase such securities as previously agreed; interest rate or market risk,
which is the potential for fluctuations in the prices of debt securities, due
to changing interest rates (e.g., when interest rates rise, bond prices
generally decline); prepayment or call risk, which is the likelihood that,
during periods of falling interest rates, debt securities will be prepaid (or
"called") prior to maturity, requiring the proceeds to be invested by the
Government Fund or the New Government Fund at a generally lower interest rate;
and international economic and political developments, which may have an impact
on issuers of securities owned by the Government Fund or the New Government
Fund.
The permissible investments for the Government Fund and the New
Government Fund are identical. The investment policies and restrictions of the
New Government Fund have been established so as to be comparable to the current
investment policies and restrictions of the Government Fund. The differences
between the investment policies and restrictions of the Government Fund and
those of the New Government Fund result from the standardization of certain
investment policies and restrictions among the Federated Funds, including the
New Government Fund, and the elimination of certain investment limitations
which govern the Government Fund and had been previously required under state
law. A number of these investment limitations have been preempted and are no
longer applicable, and hence, the New Government Fund is not required to adopt
them. Appendix II-A to this Proxy Statement identifies the differences between
the investment policies and restrictions of the Government Fund and the New
Government Fund. (Appendix II-B to this Proxy Statement identifies the
differences between the investment policies and restrictions of the Treasury
Fund and the New Treasury Fund, and Appendix II-C to this Proxy Statement
identifies the differences between the investment policies and restrictions of
the Treasury Cash Fund and the New Treasury Cash Fund.) The investment adviser
to the Government Fund and the New Government Fund does not believe that the
differences in investment policies and restrictions are material. In addition,
the adviser believes that the level of risk of an investment in the Government
Fund is comparable to, and does not materially differ from, the level of risk
of an investment in the New Government Fund.
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS AND OBLIGATIONS
Each of the Trust and MMOT is organized as a business trust pursuant to
a Declaration of Trust under the laws of the Commonwealth of Massachusetts. The
rights of shareholders of the Funds and of the shareholders of the New Funds
relating to voting, distributions and redemptions, as set forth in the
applicable Declaration of Trust and By-Laws, are substantively identical. Set
forth below is a brief summary of the significant rights of shareholders of the
Trust and of MMOT.
Neither the Trust nor MMOT are required to hold annual meetings of
shareholders. Shareholder approval is necessary only for certain changes in
operations or the election of Trustees under certain circumstances. A special
meeting of shareholders of either the Trust or MMOT for any permissible purpose
shall be called by the Trustees upon the written request of the holders of at
least 10% of the outstanding shares of the Trust or MMOT, as the case may be.
Each share of the Trust and MMOT is entitled to one vote. All shares of MMOT
have equal voting rights, except that only shares of each New Fund is entitled
to vote on matters only affecting that New Fund.
Under certain circumstances, shareholders of the Funds and shareholders
of the New Funds may be held personally liable as partners under Massachusetts
law for obligations of the Trust or of MMOT, respectively. To protect their
shareholders, the Trust and MMOT have filed legal documents with the
Commonwealth of Massachusetts that expressly disclaim the liability of their
shareholders for such acts or obligations of the Trust or MMOT. These documents
require that notice of this disclaimer be given in each agreement, obligation or
instrument that the Trust or MMOT or their Trustees enter into or sign.
In the unlikely event a shareholder is held personally liable for the
Funds' or the New Funds' obligations, the Funds and the New Funds are each
required to use this property to protect or compensate the shareholder. On
request, the Funds and the New Funds will defend any claim made and pay any
judgment against a shareholder for any act or obligation of the Funds or New
Funds, as applicable. Therefore, financial loss resulting from liability as a
shareholder will occur only if the Trust or MMOT cannot meet its obligations to
indemnify shareholders and pay judgments against them from the assets of the
Trust or MMOT.
PURCHASE AND REDEMPTION INFORMATION, EXCHANGE PRIVILEGES, DISTRIBUTION AND
PRICING
The purchase, redemption, exchange privileges and distribution policies
of the Funds are identical to the purchase, redemption, exchange privileges and
distribution policies of the New Funds.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF EACH FUND
VOTE "FOR" APPROVAL OF THE REORGANIZATION AGREEMENT INFORMATION ABOUT THE TRUST
PROXIES, QUORUM AND VOTING AT THE MEETING
Only shareholders of record on the Record Date will be entitled to vote
at the Meeting. Each share of each Fund is entitled to one vote. Fractional
shares are entitled to proportionate shares of one vote. Any person giving a
proxy has the power to revoke it any time prior to its exercise by executing a
superseding proxy or by submitting a written notice of revocation to the
Secretary of the Trust. In addition, although mere attendance at the Meeting
will not revoke a proxy, a shareholder present at the Meeting may withdraw his
or her proxy and vote in person. All properly executed and unrevoked proxies
received in time for the Meeting will be voted in accordance with the
instructions contained in the proxies. IF NO INSTRUCTION IS GIVEN ON THE PROXY,
THE PERSONS NAMED AS PROXIES WILL VOTE THE SHARES REPRESENTED THEREBY IN FAVOR
OF THE MATTERS SET FORTH IN THE ATTACHED NOTICE.
In order to hold the Meeting, a "quorum" of shareholders must be
present. Holders of more than fifty percent of the total number of outstanding
shares of the Trust and of each Fund, present in person or by proxy, shall be
required to constitute a quorum for the purpose of voting on the proposals made.
For purposes of determining a quorum for transacting business at the
Meeting, abstentions and broker "non-votes" (that is, proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are PRESENT but which have not been VOTED. For
this reason, abstentions and broker non-votes will have the effect of a "no"
vote for purposes of obtaining the requisite approval of some of the proposals.
If a quorum is not present, the persons named as proxies may vote those
proxies which have been received to adjourn the Meeting to a later date. In the
event that a quorum is present but sufficient votes in favor of one or more of
the proposals have not been received, the persons named as proxies may propose
one or more adjournments of the Meeting to permit further solicitations of
proxies with respect to such proposal(s). All such adjournments will require the
affirmative vote of a plurality of the shares present in person or by proxy at
the session of the Meeting to be adjourned. The persons named as proxies will
vote AGAINST any such adjournment those proxies which they are required to vote
against the proposal and will vote in FAVOR of the adjournment other proxies
which they are authorized to vote. A shareholder vote may be taken on other
proposals in this Proxy Statement prior to any such adjournment if sufficient
votes have been received for approval.
As referred to in this Proxy Statement, the "Federated Fund Complex,"
"The Funds" or "Funds" include the following investment companies: Automated
Government Money Trust; Cash Trust Series II; Cash Trust Series, Inc.; CCB
Funds; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust;
Federated Adjustable Rate U.S. Government Fund, Inc.; Federated American Leaders
Fund, Inc.; Federated ARMs Fund; Federated 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 Master Trust; Federated Municipal Opportunities Fund, Inc.;
Federated Municipal Securities Fund, Inc.; Federated Municipal Trust; Federated
Short-Term Municipal Trust; Federated Short-Term U.S. Government Trust;
Federated Stock and Bond Fund, Inc.; Federated Stock Trust; Federated Tax-Free
Trust; Federated Total Return Series, Inc.; Federated U.S. Government Bond Fund;
Federated U.S. Government Securities Fund: 1-3 Years; Federated U.S. Government
Securities Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10
Years; Federated Utility Fund, Inc.; Fixed Income Securities, Inc.; Intermediate
Municipal Trust; International Series, Inc.; Investment Series Funds, Inc.;
Liberty Term Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust;
Liquid Cash Trust; Managed Series Trust; Money Market Management, Inc.; Money
Market Obligations Trust; Money Market Obligations Trust II; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; Regions Funds; RIGGS Funds;
Tax-Free Instruments Trust; The Planters Funds; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; WesMark Funds; WCT Funds; World Investment Series, Inc.;
Blanchard Funds; Blanchard Precious Metals Fund, Inc.; High Yield Cash Trust;
Investment Series Trust; Targeted Duration Trust; The Virtus Funds; and Trust
for Financial Institutions.
SHARE OWNERSHIP OF THE TRUSTEES
Officers and Trustees of the Trust own less than 1% of each Fund's outstanding
shares.
At the close of business on the Record Date, the following person owned, to the
knowledge of management, more than 5% of the outstanding shares of the
Government Fund:
At the close of business on the Record Date, the following person owned, to the
knowledge of management, more than 5% of the outstanding shares of the Treasury
Fund:
At the close of business on the Record Date, the following person owned, to the
knowledge of management, more than 5% of the outstanding shares of the Treasury
Cash Fund:
TRUSTEE COMPENSATION
<TABLE>
<CAPTION>
AGGREGATE
NAME, COMPENSATION
POSITION WITH FROM TOTAL COMPENSATION PAID
TRUST TRUST1# FROM FUND COMPLEX+
<S> <C> <C>
John F. Donahue*@ $0 $0 for the Trust and
Chairman and Trustee 56 other investment companies in the Fund Complex
Thomas G. Bigley $______ $113,860.22 for the Trust and
Trustee 56 other investment companies in the Fund Complex
John T. Conroy, Jr. $______ $125,264.48 for the Trust and
Trustee 56 other investment companies in the Fund Complex
Nicholas P. Constantakis++ $______ $______ for the Trust and
Trustee 56 other investment companies in the Fund Complex
William J. Copeland $______ $125,264.48 for the Trust and
Trustee 56 other investment companies in the Fund Complex
James E. Dowd $______ $125,264.48 for the Trust and
Trustee 56 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.* $______ $113,860.22 for the Trust and
Trustee 56 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.@ $______ $125,264.48 for the Trust and
Trustee 56 other investment companies in the Fund Complex
Glen R. Johnson* $0 $0 for the Trust and
President and Trustee 56 other investment companies in the Fund Complex
Peter E. Madden $______ $113,860.22 for the Trust and
Trustee 56 other investment companies in the Fund Complex
Charles F. Mansfield** $0 $0 for the Trust and
Trustee 56 other investment companies in the Fund Complex
John E. Murray, Jr. $______ $113,860.22 for the Trust and
Trustee 56 other investment companies in the Fund Complex
Wesley W. Posvar $______ $113,860.22 for the Trust and
Trustee 56 other investment companies in the Fund Complex
Marjorie P. Smuts $______ $113,860.22 for the Trust and
Trustee 56 other investment companies in the Fund Complex
</TABLE>
1 Information is furnished for the fiscal year ended April 30, 1998.
# The aggregate compensation is provided for the Trust which is comprised of
three portfolios.
+ The information is provided for the last calendar year.
* The Trustee is deemed to be an "interested person" as defined in the 1940 Act.
@ Member of the Executive Committee.
++ Mr. Constantakis was appointed to the Board of Trustees on February 23, 1998.
** Mr. Mansfield became a member of the Board of Trustees on January 1, 1999.
Mr. Mansfield did not receive any fees from the Fund Complex of the last
calendar year.
During the fiscal year ended April 30, 1998, there were four meetings of
the Board of Trustees. The interested Trustees, other than Dr. Ellis, do not
receive fees from the Trust. Dr. Ellis is an interested person by reason of the
employment of his son-in-law by Federated Securities Corp. All Trustees were
reimbursed for expenses for attendance at Board of Trustees meetings.
The Executive Committee of the Board of Trustees handles the
responsibilities of the Board between meetings of the Board. Other than its
Executive Committee, the Trust has one Board committee, the Audit Committee.
Generally, the function of the Audit Committee is to assist the Board of
Trustees in fulfilling its duties relating to the Trust's accounting and
financial reporting practices and to serve as a direct line of communication
between the Board of Trustees and the independent auditors. The specific
functions of the Audit Committee include recommending the engagement or
retention of the independent auditors, reviewing with the independent auditors
the plan and the results of the auditing engagement, approving professional
services provided by the independent auditors prior to the performance of such
services, considering the range of audit and non-audit fees, reviewing the
independence of the independent auditors, reviewing the scope and results of the
Trust's procedures for internal auditing, and reviewing the Trust's system of
internal accounting controls.
For the most recently completed fiscal year, Messrs. Flaherty, Conroy,
Copeland and Dowd served on the Audit Committee. These Trustees are not
interested Trustees of the Trust. During the fiscal year ended April 30, 1998,
there were four meetings of the Audit Committee. All of the members of the Audit
Committee were present for each meeting. Each member of the Audit Committee
receives an annual fee of $100 plus $25 for attendance at each meeting and is
reimbursed for expenses of attendance.
OFFICERS OF THE TRUST
The executive officers of the Trust are elected annually by the Board of
Trustees. Each officer holds the office until qualification of his successor.
The names and birthdates of the executive officers of the Trust and their
principal occupations during the last five years are as follows:
John F. Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director or Trustee of the Funds. Mr. Donahue is the
father of J. Christopher
Donahue, Executive Vice President of the Trust and Nominee for Trustee.
Glen R. Johnson
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 2, 1929
President and Trustee
Trustee, Federated Investors; President and/or Trustee of some of the Funds;
staff member, Federated Securities Corp.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President
President or Executive Vice President of the Federated Fund Complex; Director or
Trustee of some of the Funds in the Federated Fund Complex; President and
Director, Federated Investors, Inc.; President and Trustee, Federated Advisers,
Federated Management, and Federated Research; President and Director, Federated
Research Corp. and Federated Global Research Corp.; President, Passport
Research, Ltd.; Trustee, Federated Shareholder Services Company; Director,
Federated Services Company. Mr. Donahue is the son of John F. Donahue, Chairman
and Trustee of the Trust.
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
Executive Vice President
Trustee or Director of some of the Funds in the Federated Fund Complex;
President, Executive Vice President and Treasurer of some of the Funds in the
Federated Fund Complex; Vice Chairman, Federated Investors, Inc.; Vice
President, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., Federated Global Research Corp. and Passport Research,
Ltd.; Executive Vice President and Director, Federated Securities Corp.;
Trustee, Federated Shareholder Services Company.
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President and Secretary
Executive Vice President and Secretary of the Federated Fund Complex; Executive
Vice President, Secretary, and Director, Federated Investors, Inc.; Trustee,
Federated Advisers, Federated Management, and Federated Research; Director,
Federated Research Corp. and Federated Global Research Corp.; Director,
Federated Services Company; Director, Federated Securities Corp.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
Vice President
President or Vice President of some of the Funds in the Federated Fund Complex;
Director or Trustee of some of the Funds in the Federated Fund Complex;
Executive Vice President, Federated Investors, Inc.; Chairman and Director,
Federated Securities Corp.
Richard J. Thomas
Federated Investors Tower
Pittsburgh, PA
Birthdate: June 17, 1954
Treasurer
Treasurer of the Federated Fund Complex; Vice President - Funds Financial
Services Division, Federated Investors, Inc.
None of the Officers of the Trust received salaries from the Trust
during the fiscal year ended April 30, 1998.
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
The Trust is not required, and does not intend, to hold regular annual
meetings of shareholders. Shareholders wishing to submit proposals for
consideration for inclusion in a proxy statement for the next meeting of
shareholders should send their written proposals to Federated Government Trust,
Federated Investors Funds, 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7000, so that they are received within a reasonable time before any such
meeting.
No business other than the matters described above is expected to come
before the Meeting, but should any other matter requiring a vote of shareholders
arise, including any question as to an adjournment or postponement of the
Meeting, the persons named on the enclosed proxy card will vote on such matters
according to their best judgment in the interests of the Trust.
SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD
AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES.
By Order of the Board of Trustees,
John W. McGonigle
Secretary
May 14, 1999
<PAGE>
FEDERATED GOVERNMENT TRUST
AUTOMATED GOVERNMENT CASH RESERVES
AUTOMATED TREASURY CASH RESERVES
U.S. TREASURY CASH RESERVES
INVESTMENT ADVISER
FEDERATED INVESTMENT MANAGEMENT COMPANY
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
DISTRIBUTOR
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
ADMINISTRATOR
FEDERATED SERVICES COMPANY
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Cusip
Cusip
Cusip
(_____/99)
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Automated Government Cash Reserves (the "Government Fund"), a portfolio of
Federated Government Trust (the "Trust"), hereby appoint Patricia F. Conner,
Gail Cagney, William Haas, Susan M. Jones and Ann M. Scanlon, or any one of
them, true and lawful attorneys, with the power of substitution of each, to vote
all shares of the Government Fund which the undersigned is entitled to vote at
the Special Meeting in lieu of Annual Meeting of Shareholders (the "Meeting") to
be held on June 28, 1999, at 5800 Corporate Drive, Pittsburgh, Pennsylvania, at
2:00 p.m. and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF FEDERATED
GOVERNMENT TRUST. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE PROPOSALS.
BY CHECKING THE BOX "FOR" BELOW, YOU WILL VOTE TO APPROVE EACH OF THE PROPOSED
ITEMS IN THIS PROXY, AND TO ELECT EACH OF THE NOMINEES AS TRUSTEES OF THE TRUST
FOR [ ]
PROPOSAL 1 TO ELECT THOMAS G. BIGLEY, NICHOLAS P. CONSTANTAKIS, JR.,
JOHN F. CUNNINGHAM, J. CHRISTOPHER DONAHUE,
CHARLES F. MANSFIELD, JR., JOHN E. MURRAY, JR. AND JOHN S. WALSH
AS TRUSTEES OF THE TRUST
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a
particular nominee, mark the "VOTE FOR ALL EXCEPT" box
and strike a line through the name of each nominee for
whom you are NOT voting. Your shares will be voted for
the remaining nominees.
PROPOSAL 2 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE TRUST'S
INDEPENDENT AUDITORS
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL 3 TO APPROVE A PROPOSED AGREEMENT AND PLAN OF REORGANIZATION
BETWEEN THE TRUST, ON BEHALF OF ITS SERIES, AUTOMATED GOVERNMENT
CASH RESERVES (THE "GOVERNMENT FUND") AND MONEY MARKET
OBLIGATIONS TRUST, ON BEHALF OF ITS SERIES, AUTOMATED GOVERNMENT
CASH RESERVES (THE "NEW GOVERNMENT FUND") WHEREBY THE NEW
GOVERNMENT FUND WOULD ACQUIRE ALL OF THE ASSETS OF THE GOVERNMENT
FUND IN EXCHANGE IN SHARES OF THE NEW GOVERNMENT FUND TO BE
DISTRIBUTED PRO RATA BY THE GOVERNMENT FUND TO ITS SHAREHOLDERS
IN COMPLETE LIQUIDATION AND TERMINATION OF THE GOVERNMENT FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT Please
complete, sign and return
this card as soon as
possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Trust.
Joint owners should each sign personally. Directors and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING 1-800-690-6903
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of
Automated Treasury Cash Reserves (the "Treasury Fund"), a portfolio of Federated
Government Trust (the "Trust"), hereby appoint Patricia F. Conner, Gail Cagney,
William Haas, Susan M. Jones and Ann M. Scanlon, or any one of them, true and
lawful attorneys, with the power of substitution of each, to vote all shares of
the Treasury Fund which the undersigned is entitled to vote at the Special
Meeting in lieu of Annual Meeting of Shareholders (the "Meeting") to be held on
June 28, 1999, at 5800 Corporate Drive, Pittsburgh, Pennsylvania, at 2:00 p.m.
and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF FEDERATED
GOVERNMENT TRUST. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE PROPOSALS.
BY CHECKING THE BOX "FOR" BELOW, YOU WILL VOTE TO APPROVE EACH OF THE PROPOSED
ITEMS IN THIS PROXY, AND TO ELECT EACH OF THE NOMINEES AS TRUSTEES OF THE TRUST
FOR [ ]
PROPOSAL 1 TO ELECT THOMAS G. BIGLEY, NICHOLAS P. CONSTANTAKIS, JR.,
JOHN F. CUNNINGHAM, J. CHRISTOPHER DONAHUE,
CHARLES F. MANSFIELD, JR., JOHN E. MURRAY, JR. AND JOHN S. WALSH
AS TRUSTEES OF THE TRUST
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a
particular nominee, mark the "VOTE FOR ALL EXCEPT" box
and strike a line through the name of each nominee for
whom you are NOT voting. Your shares will be voted for
the remaining nominees.
PROPOSAL 2 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE TRUST'S
INDEPENDENT AUDITORS
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL 3 TO APPROVE A PROPOSED AGREEMENT AND PLAN OF REORGANIZATION
BETWEEN THE TRUST, ON BEHALF OF ITS SERIES, AUTOMATED TREASURY
CASH RESERVES (THE "TREASURY FUND") AND MONEY MARKET OBLIGATIONS
TRUST, ON BEHALF OF ITS SERIES, AUTOMATED TREASURY CASH RESERVES
(THE "NEW TREASURY FUND") WHEREBY THE NEW TREASURY FUND WOULD
ACQUIRE ALL OF THE ASSETS OF THE TREASURY FUND IN EXCHANGE IN
SHARES OF THE NEW TREASURY FUND TO BE DISTRIBUTED PRO RATA BY THE
TREASURY FUND TO ITS SHAREHOLDERS IN COMPLETE LIQUIDATION AND
TERMINATION OF THE TREASURY FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT Please
complete, sign and return
this card as soon as
possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Trust.
Joint owners should each sign personally. Directors and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING 1-800-690-6903
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Shareholders of U.S.
Treasury Cash Reserves (the "Treasury Cash Fund"), a portfolio of Federated
Government Trust (the "Trust"), hereby appoint Patricia F. Conner, Gail Cagney,
William Haas, Susan M. Jones and Ann M. Scanlon, or any one of them, true and
lawful attorneys, with the power of substitution of each, to vote all shares of
the Treasury Cash Fund which the undersigned is entitled to vote at the Special
Meeting in lieu of Annual Meeting of Shareholders (the "Meeting") to be held on
June 28, 1999, at 5800 Corporate Drive, Pittsburgh, Pennsylvania, at 2:00 p.m.
and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choices made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matters. Discretionary authority
is hereby conferred as to all other matters as may properly come before the
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF FEDERATED
GOVERNMENT TRUST. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" THE PROPOSALS.
BY CHECKING THE BOX "FOR" BELOW, YOU WILL VOTE TO APPROVE EACH OF THE PROPOSED
ITEMS IN THIS PROXY, AND TO ELECT EACH OF THE NOMINEES AS TRUSTEES OF THE TRUST
FOR [ ]
PROPOSAL 1 TO ELECT THOMAS G. BIGLEY, NICHOLAS P. CONSTANTAKIS, JR.,
JOHN F. CUNNINGHAM, J. CHRISTOPHER DONAHUE,
CHARLES F. MANSFIELD, JR., JOHN E. MURRAY, JR. AND JOHN S. WALSH
AS TRUSTEES OF THE TRUST
FOR [ ]
WITHHOLD AUTHORITY
TO VOTE [ ]
VOTE FOR ALL EXCEPT [ ]
If you do not wish your shares to be voted "FOR" a
particular nominee, mark the "VOTE FOR ALL EXCEPT" box
and strike a line through the name of each nominee for
whom you are NOT voting. Your shares will be voted for
the remaining nominees.
PROPOSAL 2 TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE TRUST'S
INDEPENDENT AUDITORS
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
PROPOSAL 3 TO APPROVE A PROPOSED AGREEMENT AND PLAN OF REORGANIZATION
BETWEEN THE TRUST, ON BEHALF OF ITS SERIES, U.S. TREASURY CASH
RESERVES (THE "TREASURY CASH FUND"), AND MONEY MARKET OBLIGATIONS
TRUST, ON BEHALF OF ITS SERIES, U.S. TREASURY CASH RESERVES (THE
"NEW TREASURY CASH FUND") WHEREBY THE NEW TREASURY CASH FUND
WOULD ACQUIRE ALL OF THE ASSETS OF TREASURY CASH FUND IN EXCHANGE
IN SHARES OF THE NEW TREASURY CASH FUND TO BE DISTRIBUTED PRO
RATA BY THE TREASURY CASH FUND TO ITS SHAREHOLDERS IN COMPLETE
LIQUIDATION AND TERMINATION OF THE TREASURY CASH FUND
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT Please
complete, sign and return
this card as soon as
possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the Trust.
Joint owners should each sign personally. Directors and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING 1-800-690-6903
OR THROUGH THE INTERNET AT WWW.PROXYVOTE.COM
APPENDIX I
THIS AGREEMENT AND PLAN OF REORGANIZATION DESCRIBES THE PROPOSED REORGANIZATION
OF THE GOVERNMENT FUND INTO THE NEW GOVERNMENT FUND. SUBSTANTIALLY IDENTICAL
AGREEMENTS AND PLANS OF REORGANIZATION WILL BE UTILIZED TO DESCRIBE THE PROPOSED
REORGANIZATION OF THE TREASURY FUND INTO THE NEW TREASURY FUND, AND THE TREASURY
CASH FUND INTO THE NEW TREASURY CASH FUND.
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated as of __________, 1999
(the "Agreement") between Federated Government Trust, a Massachusetts business
trust (the "Fund"), on behalf of its portfolio, Automated Government Cash
Reserves, with its principal place of business at 5800 Corporate Drive,
Pittsburgh, Pennsylvania 15237-7000, and Money Market Obligations Trust, a
Massachusetts business trust (the "Trust"), with its principal place of business
located at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7000 on behalf
of its newly-organized portfolio, Automated Government Cash Reserves (the
"Successor Fund").
WHEREAS, the Board of Trustees of the Fund and the Board of Trustees
of the Trust have determined that it is in the best interests of the Fund and
the Trust, respectively, that the assets of the Fund be acquired by the
Successor Fund pursuant to this Agreement; and
WHEREAS, the parties desire to enter into a plan of exchange which
would constitute a reorganization within the meaning of Section 368(a)(1)(F)
of the Internal Revenue Code of 1986, as amended (the "Code"):
NOW THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties hereto agree as follows:
1. PLAN OF EXCHANGE.
(a) Subject to the terms and conditions set forth herein, on the
Exchange Date (as defined herein) the Fund shall assign, transfer and convey its
assets, including all securities and cash held by the Fund (subject to the
liabilities of the Fund) to the Successor Fund, and the Successor Fund shall
acquire all of the assets of the Fund (subject to the liabilities of the Fund)
in exchange for full and fractional shares of beneficial interest of the
Successor Fund (the "Successor Fund Shares"), to be issued by the Trust, having
an aggregate net asset value equal to the value of the net assets of the Fund.
The value of the assets of the Fund and the net asset value per share of the
Successor Fund Shares shall be determined as of the Valuation Date (as defined
herein) in accordance with the procedures for determining the value of the
Successor Fund's assets set forth in the Successor Fund's organizational
documents and the then-current prospectus and statement of additional
information for the Successor Fund that forms a part of the Successor Fund's
Registration Statement on Form N-1A (the "Registration Statement"). In lieu of
delivering certificates for the Successor Fund Shares, the Trust shall credit
the Successor Fund Shares to the Fund's account on the share record books of the
Trust and shall deliver a confirmation thereof to the Fund. The Fund shall then
deliver written instructions to the Trust's transfer agent to establish accounts
for the shareholders on the share record books relating to the Successor Fund.
(b) Delivery of the assets of the Fund to be transferred shall be
made not later than the next business day following the Valuation Date (the
"Exchange Date"). Assets transferred shall be delivered to State Street Bank and
Trust Company, the Trust's custodian (the "Custodian"), for the account of the
Trust and the Successor Fund with all securities not in bearer or book entry
form duly endorsed, or accompanied by duly executed separate assignments or
stock powers, in proper form for transfer, with signatures guaranteed, and with
all necessary stock transfer stamps, sufficient to transfer good and marketable
title thereto (including all accrued interest and dividends and rights
pertaining thereto) to the Custodian for the account of the Trust and the
Successor Fund free and clear of all liens, encumbrances, rights, restrictions
and claims. All cash delivered shall be in the form of immediately available
funds payable to the order of the Custodian for the account of the Trust and the
Successor Fund.
(c) The Fund will pay or cause to be paid to the Trust any
interest received on or after the Exchange Date with respect to assets
transferred from the Fund to the Successor Fund hereunder and to the Trust and
any distributions, rights or other assets received by the Fund after the
Exchange Date as distributions on or with respect to the securities transferred
from the Fund to the Successor Fund hereunder. All such assets shall be deemed
included in assets transferred to the Successor Fund on the Exchange Date and
shall not be separately valued.
(d) The Valuation Date shall be __________, 1999, or such earlier
or later date as may be mutually agreed upon by the parties.
(e) As soon as practicable after the Exchange Date, the Fund
shall distribute all of the Successor Fund Shares received by it among the
shareholders of the Fund in proportion to the number of shares each such
shareholder holds in the Fund and shall take all other steps necessary to effect
its dissolution and termination. After the Exchange Date, the Fund shall not
conduct any business except in connection with its dissolution and termination.
2. THE FUND'S REPRESENTATIONS AND WARRANTIES. The Fund represents
and warrants to and agrees with the Trust on behalf of the Successor Fund as
follows:
(a) The Fund is a business trust duly organized, validly existing
and in good standing under the laws of the Commonwealth of Massachusetts and has
power to own all of its properties and assets and, subject to the approval of
its shareholders as contemplated hereby, to carry out this Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by the Fund and is valid and binding on the Fund, enforceable in
accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, and other similar laws of general
applicability relating to or affecting creditors' rights and to general
principles of equity. The execution and delivery of this Agreement does not and
will not, and the consummation of the transactions contemplated by this
Agreement will not, violate the Fund's Declaration of Trust or By-Laws or any
agreement or arrangement to which it is a party or by which it is bound.
(c) The Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company,
and such registration has not been revoked or rescinded and is in full force and
effect.
(d) Except as shown on the audited financial statements of the
Fund for its most recently completed fiscal period and as incurred in the
ordinary course of the Fund's business since then, the Fund has no known
liabilities of a material amount, contingent or otherwise, and there are no
legal, administrative or other proceedings pending or, to the Fund's knowledge,
threatened against the Fund.
(e) On the Exchange Date, the Fund will have full right,
power and authority to sell, assign, transfer and deliver the Fund's assets
to be transferred by it hereunder.
3. THE TRUST'S REPRESENTATIONS AND WARRANTIES. The Trust, on
behalf of the Successor Fund, represents and warrants to and agrees with the
Fund as follows:
(a) The Trust is a business trust duly organized, validly
existing and in good standing under the laws of the Commonwealth of
Massachusetts and has power to carry on its business as it is now being
conducted and to carry out this Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by the Trust and is valid and binding on the Trust, enforceable in
accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, and other similar laws of general
applicability relating to or affecting creditors' rights and to general
principles of equity. The execution and delivery of this Agreement does not and
will not, and the consummation of the transactions contemplated by this
Agreement will not, violate the Trust's Declaration of Trust or By-Laws or any
agreement or arrangement to which it is a party or by which it is bound.
(c) The Trust is registered under the 1940 Act as an open-end
management investment company and such registration has not been revoked or
rescinded and is in full force and effect.
(d) The Successor Fund does not have any known liabilities of a
material amount, contingent or otherwise, and there are no legal, administrative
or other proceedings pending or, to the Trust's knowledge, threatened against
the Successor Fund. Other than organizational activities, the Successor Fund has
not engaged in any business activities.
(e) At the Exchange Date, the Successor Fund Shares to be issued
to the Fund (the only Successor Fund Shares to be issued as of the Exchange
Date) will have been duly authorized and, when issued and delivered pursuant to
this Agreement, will be legally and validly issued and will be fully paid and
non-assessable. No Trust or Successor Fund shareholder will have any preemptive
right of subscription or purchase in respect thereof.
4. THE TRUST'S CONDITIONS PRECEDENT. The obligations of the Trust
hereunder shall be subject to the following conditions:
(a) The Fund shall have furnished to the Trust a statement of the
Fund's assets, including a list of securities owned by the Fund with their
respective tax costs and values determined as provided in Section 1 hereof, all
as of the Valuation Date.
(b) As of the Exchange Date, all representations and warranties
of the Fund made in this Agreement shall be true and correct as if made at and
as of such date, and the Fund shall have complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at or
prior to such date.
(c) A vote of the shareholders of the Fund approving this
Agreement and the transactions and exchange contemplated hereby shall have been
adopted by the vote required by applicable law.
(d) The Fund's Conditions Precedent. The obligations of the Fund
hereunder with respect to the Fund shall be subject to the condition that as of
the Exchange Date all representations and warranties of the Trust made in this
Agreement shall be true and correct as if made at and as of such date, and that
the Trust shall have complied with all of the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to such date.
5. THE TRUST'S AND THE FUND'S CONDITIONS PRECEDENT. The
obligations of both the Trust and the Fund hereunder shall be subject to the
following conditions:
(a) The post-effective amendment to the Trust's Registration
Statement on Form N-1A relating to the Successor Fund under the Securities Act
of 1933, as amended, and the 1940 Act, if applicable, shall have become
effective, and any additional post-effective amendments to such Registration
Statement as are determined by the Trustees of the Trust to be necessary and
appropriate shall have been filed with the Commission and shall have become
effective.
(b) No action, suit or other proceeding shall be threatened or
pending before any court or governmental agency which seeks to restrain or
prohibit, or obtain damages or other relief in connection with, this Agreement
or the transaction contemplated herein.
(c) Each party shall have received an opinion of Dickstein
Shapiro Morin & Oshinsky LLP to the effect that the reorganization contemplated
by this Agreement qualifies as a "reorganization" under Section 368(a)(1)(F) of
the Code.
Provided, however, that at any time prior to the Exchange Date, any of
the foregoing conditions in this Section 6 may be waived by the parties if, in
the judgment of the parties, such waiver will not have a material adverse effect
on the benefits intended under this Agreement to the shareholders of the Fund.
6. TERMINATION OF AGREEMENT. This Agreement and the transactions
contemplated hereby may be terminated and abandoned by resolution of the Board
of Trustees of the Fund or the Board of Trustees of the Trust at any time prior
to the Exchange Date (and notwithstanding any vote of the shareholders of the
Fund) if circumstances should develop that, in the opinion of either the Board
of Trustees of the Fund or the Board of Trustees of the Trust, make proceeding
with this Agreement inadvisable.
If this Agreement is terminated and the exchange contemplated hereby is
abandoned pursuant to the provisions of this Section 7, this Agreement shall
become void and have no effect, without any liability on the part of any party
hereto or the Trustees, officers or shareholders of the Trust or the Trustees,
officers or shareholders of the Fund, in respect of this Agreement.
7. WAIVER AND AMENDMENTS. At any time prior to the Exchange Date, any of
the conditions set forth in Section 4 may be waived by the Board of the Trust,
and any of the conditions set forth in Section 5 may be waived by the Board of
the Fund, if, in the judgment of the waiving party, such waiver will not have a
material adverse effect on the benefits intended under this Agreement to the
shareholders of the Fund or the shareholders of the Successor Fund, as the case
may be. In addition, prior to the Exchange Date, any provision of this Agreement
may be amended or modified by the Boards of the Fund and the Trust if such
amendment or modification would not have a material adverse effect upon the
benefits intended under this Agreement and would be consistent with the best
interests of shareholders of the Fund and the Successor Fund.
8. NO SURVIVAL OF REPRESENTATIONS. None of the representations and
warranties included or provided for herein shall survive consummation of the
transactions contemplated hereby.
9. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without giving
effect to principles of conflict of laws; provided, however, that the due
authorization, execution and delivery of this Agreement, in the case of the Fund
and the Trust, shall be governed and construed in accordance with the laws of
the Commonwealth of Massachusetts without giving effect to principles of
conflict of laws.
10. CAPACITY OF TRUSTEES, ETC.
(a) (i) The names "Automated Government Cash Reserves" and "Board
of Trustees of Automated Government Cash Reserves" refer, respectively, to the
trust created and the trustees, as trustees but not individually or personally,
acting from time to time under the Fund's Declaration of Trust, which is hereby
referred to and a copy of which is on file at the office of the State Secretary
of the Commonwealth of Massachusetts and at the principal office of the Fund.
The obligations of the Fund entered into in the name or on behalf thereof by any
of the trustees, representatives or agents are made not individually, but in
such capacities, and are not binding upon any of the trustees, shareholders or
representatives of the Fund personally, but bind only the trust property, and
all persons dealing with any portfolio of shares of the Fund must look solely to
the trust property belonging to such portfolio for the enforcement of any claims
against the Fund.
(ii) Both parties specifically acknowledge and agree that
any liability of the Fund under this Agreement, or in connection with the
transactions
contemplated herein, shall be discharged only out of the assets of the Fund and
that no other portfolio of the Fund shall be liable with respect thereto.
(b) (i) The names "Money Market Obligations Trust" and "Board of
Trustees of Money Market Obligations Trust" refer, respectively, to the trust
created and the trustees, as trustees but not individually or personally, acting
from time to time under the Trust's Declaration of Trust, which is hereby
referred to and a copy of which is on file at the office of the State Secretary
of the Commonwealth of Massachusetts and at the principal office of the Trust.
The obligations of the Trust entered into in the name or on behalf of the
Successor Fund by any of the trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
trustees, shareholders or representatives of the Trust personally, but bind only
the Successor Fund's trust property, and all persons dealing with any portfolio
of shares of the Trust must look solely to the trust property belonging to such
portfolio for the enforcement of any claims against the Trust.
(ii) Both parties specifically acknowledge and agree that
any liability of the Trust under this Agreement, or in connection with the
transactions
contemplated herein, shall be discharged only out of the assets of the Successor
Fund and that no other portfolio of the Trust shall be liable with respect
thereto.
11. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, the Fund and the Trust have caused this Agreement
and Plan of Reorganization to be executed as of the date above first written.
FEDERATED GOVERNMENT TRUST,
on behalf of its portfolio,
Automated Government Cash Reserves
ATTEST:
Title: Assistant Secretary Title: Executive Vice President
MONEY MARKET OBLIGATIONS
TRUST, on behalf of its portfolio,
Automated Government Cash Reserves
ATTEST:
Title: Assistant Secretary Title: Executive Vice President
APPENDIX II - A
Set forth below is a comparison of the investment policies and
restrictions of the Government Fund and the New Government Fund:
FUNDAMENTAL INVESTMENT POLICIES
DIVERSIFICATION
GOVERNMENT FUND: The Fund is not subject to a fundamental investment policy
regarding diversification of its investments, although it is registered as a
diversified investment company under the 1940 Act.
NEW GOVERNMENT FUND: "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 OF INVESTMENTS
GOVERNMENT FUND The Fund is not subject to a fundamental investment policy
regarding concentration.
NEW GOVERNMENT FUND: "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."
INVESTMENTS IN REAL ESTATE
GOVERNMENT FUND: "The Fund will not purchase or sell real estate or limited
partnership interests in real estate, although its may invest in the securities
of companies whose business involves the purchase or sale of real estate or in
securities which are secured by real estate or which represent interests in real
estate."
NEW GOVERNMENT FUND: "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 interest
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
GOVERNMENT FUND: The Fund is not subject to a fundamental investment policy
on underwriting securities.
NEW GOVERNMENT FUND: "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
GOVERNMENT FUND: The Fund is not subject to a fundamental investment policy
regarding investing in commodities.
NEW GOVERNMENT FUND: "The Fund may not purchase or sell physical
commodities, provided that the Fund may purchase securities of companies that
deal in commodities."
ISSUING SENIOR SECURITIES AND BORROWING MONEY
GOVERNMENT FUND: "The Fund will not issue senior securities except that the
Fund may borrow money in amounts up to one-third of the value of its total
assets, including
the amounts borrowed.
The Fund will not borrow money except as a temporary, extraordinary,
or emergency measure or to facilitate management of the portfolio by enabling
the Fund to meet redemption requests when the liquidation of portfolio
securities is deemed to be inconvenient or disadvantageous. The Fund will not
purchase any securities while borrowings in excess of 5% of its total assets are
outstanding."
NEW GOVERNMENT FUND: "The Fund may borrow money, directly or indirectly,
and issue senior securities to the maximum extent permitted under the 1940 Act."
LENDING CASH OR SECURITIES
GOVERNMENT FUND: "The Fund will not lend any of its assets, except that it
may purchase or hold U.S. government securities, permitted by its investment
objective, policies and limitations or Declaration of Trust."
NEW GOVERNMENT FUND: "The Fund may not make loans, provided that this
restriction does not prevent the Fund from purchasing debt obligations, entering
into repurchase agreements, lending its assets to broker/dealers or
institutional investors and investing in loans, including assignments and
participation interests."
SELLING SHORT AND BUYING ON MARGIN
GOVERNMENT FUND: "The Fund will not sell any securities short or purchase
any securities on margin but may obtain such short-term credits as may be
necessary for clearance of transactions."
NEW GOVERNMENT FUND: The Fund is not subject to an investment restriction
regarding selling securities short. The New Government Fund is subject to a
NON-fundamental investment restriction relating to margin transactions that
states: "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."
NON-FUNDAMENTAL INVESTMENT POLICIES
PERMISSIBLE INVESTMENTS
GOVERNMENT FUND: "The Fund pursues its investment objective by investing
only in a portfolio of U.S. government securities maturing in 13 months or
less."
NEW GOVERNMENT FUND: "The Fund pursues its investment objective by
investing primarily in a portfolio of U.S. government securities maturing in 397
days or less."
INVESTING IN ILLIQUID SECURITIES
GOVERNMENT FUND: "The Fund will not invest more than 10% of the value of
its net assets in illiquid securities."
NEW GOVERNMENT FUND: "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
GOVERNMENT FUND: "The Fund will not purchase securities of other investment
companies, except as part of a merger, consolidation, or other acquisition."
NEW GOVERNMENT FUND: The Fund may purchase securities of other investment
companies.
APPENDIX II - B
Set forth below is a comparison of the investment policies and
restrictions of the Treasury Fund and the New Treasury Fund:
FUNDAMENTAL INVESTMENT POLICIES
DIVERSIFICATION
TREASURY FUND: The Fund is not subject to a fundamental investment policy
regarding diversification of its investments, although it is registered as a
diversified investment company under the 1940 Act.
NEW TREASURY FUND: "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 OF INVESTMENTS
TREASURY FUND: The Fund is not subject to a fundamental investment policy
regarding concentration.
NEW TREASURY FUND: "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."
INVESTMENTS IN REAL ESTATE
TREASURY FUND: "The Fund will not purchase or sell real estate including
limited partnership interests."
NEW TREASURY FUND: "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 interest
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
TREASURY FUND: The Fund is not subject to a fundamental investment policy
on underwriting securities.
NEW TREASURY FUND: "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
TREASURY FUND: The Fund is not subject to a fundamental investment policy
regarding investing in commodities.
NEW TREASURY FUND: "The Fund may not purchase or sell physical commodities,
provided that the Fund may purchase securities of companies that deal in
commodities."
ISSUING SENIOR SECURITIES AND BORROWING MONEY
TREASURY FUND: "The Fund will not issue senior securities except that the
Fund may borrow money in amounts up to one-third of the value of its total
assets, including the amounts borrowed.
The Fund will not borrow money except as a temporary, extraordinary,
or emergency measure or to facilitate management of the portfolio by enabling
the Fund to meet redemption requests when the liquidation of portfolio
securities is deemed to be inconvenient or disadvantageous. The Fund will not
purchase any securities while borrowings in excess of 5% of its total assets are
outstanding."
NEW TREASURY FUND: "The Fund may borrow money, directly or indirectly, and
issue senior securities to the maximum extent permitted under the 1940 Act."
LENDING CASH OR SECURITIES
TREASURY FUND: "The Fund will not lend any of its assets, except that it
may purchase or hold U.S. Treasury obligations, permitted by its investment
objective, policies and limitations or Declaration of Trust."
NEW TREASURY FUND: "The Fund may not make loans, provided that this restriction
does not prevent the Fund from purchasing debt obligations, entering into
repurchase agreements, lending its assets to broker/dealers or institutional
investors and investing in loans, including assignments and participation
interests."
SELLING SHORT AND BUYING ON MARGIN
TREASURY FUND: "The Fund will not sell any securities short or purchase any
securities on margin but may obtain such short-term credits as may be necessary
for clearance of transactions."
NEW TREASURY FUND: "The Fund is not subject to an investment restriction
regarding selling securities short. The Fund is subject to a non-fundamental
investment restriction relating to margin transactions that states: "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."
NON-FUNDAMENTAL INVESTMENT POLICIES
PERMISSIBLE INVESTMENTS
TREASURY FUND: "The Fund pursues its investment objective by investing only
in a portfolio of U.S. Treasury securities maturing in 13 months or less."
NEW TREASURY FUND: "The Fund pursues its investment objective by investing
primarily in a portfolio of U.S. Treasury securities maturing in 397 days or
less."
INVESTING IN ILLIQUID SECURITIES
TREASURY FUND: "The Fund will not invest more than 10% of the value of its
net assets in illiquid securities."
NEW TREASURY FUND: "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
TREASURY FUND: "The Fund will not purchase securities of other investment
companies, except as part of a merger, consolidation, or other acquisition."
NEW TREASURY FUND: The Fund may purchase securities of other investment
companies.
APPENDIX II - C
Set forth below is a comparison of the investment policies and
restrictions of Treasury Cash Fund and the New Treasury Cash Fund:
FUNDAMENTAL INVESTMENT POLICIES
DIVERSIFICATION
TREASURY CASH FUND: The Fund is not subject to a fundamental investment policy
regarding diversification of its investments, although it is registered as a
diversified investment company under the 1940 Act.
NEW TREASURY CASH FUND: "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 OF INVESTMENTS
TREASURY CASH FUND: The Fund is not subject to a fundamental investment
policy regarding concentration.
NEW TREASURY CASH FUND: "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."
INVESTMENTS IN REAL ESTATE
TREASURY CASH FUND: "The Fund will not purchase or sell real estate including
limited partnership interests, although it may invest in the securities of
companies whose business involves the purchase or sale of real estate or in
securities which are secured by real estate or which represent interests in real
estate."
NEW TREASURY CASH FUND: "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 interest
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
TREASURY CASH FUND: The Fund is not subject to a fundamental investment
policy on underwriting securities.
NEW TREASURY CASH FUND: "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
TREASURY CASH FUND: The Fund is not subject to a fundamental investment
policy regarding investing in commodities.
NEW TREASURY CASH FUND: "The Fund may not purchase or sell physical
commodities, provided that the Fund may purchase securities of companies that
deal in commodities."
ISSUING SENIOR SECURITIES AND BORROWING MONEY
TREASURY CASH FUND: "The Fund will not issue senior securities except that
the Fund may borrow money in amounts up to one-third of the value of its total
assets, including the amounts borrowed.
The Fund will not borrow money except as a temporary, extraordinary,
or emergency measure or to facilitate management of the portfolio by enabling
the Fund to meet redemption requests when the liquidation of portfolio
securities is deemed to be inconvenient or disadvantageous. The Fund will not
purchase any securities while borrowings in excess of 5% of its total assets are
outstanding."
NEW TREASURY CASH FUND: "The Fund may borrow money, directly or indirectly,
and issue senior securities to the maximum extent permitted under the 1940 Act."
LENDING CASH OR SECURITIES
TREASURY CASH FUND: "The Fund will not lend any of its assets, except that
it may purchase or hold U.S. Treasury obligations, permitted by its investment
objective, policies and limitations or Declaration of Trust."
NEW TREASURY CASH FUND: "The Fund may not make loans, provided that this
restriction does not prevent the Fund from purchasing debt obligations, entering
into repurchase agreements, lending its assets to broker/dealers or
institutional investors and investing in loans, including assignments and
participation interests."
SELLING SHORT AND BUYING ON MARGIN
TREASURY CASH FUND: "The Fund will not sell any securities short or
purchase any securities on margin but may obtain such short-term credits as may
be necessary for clearance of transactions."
NEW TREASURY CASH FUND: The Fund is not subject to an investment restriction
regarding selling securities short. The Fund is subject to a non-fundamental
investment restriction relating to margin transactions that states: "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."
NON-FUNDAMENTAL INVESTMENT POLICIES
PERMISSIBLE INVESTMENTS
TREASURY CASH FUND: "The Fund pursues its investment objective by investing
only in a portfolio of U.S. Treasury securities maturing in 13 months or less."
NEW TREASURY CASH FUND: "The Fund pursues its investment objective by
investing primarily in a portfolio of U.S. Treasury securities maturing in 397
days or less."
INVESTING IN ILLIQUID SECURITIES
TREASURY CASH FUND: "The Fund will not invest more than 10% of the value of
its net assets in illiquid securities."
NEW TREASURY CASH FUND: "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
TREASURY CASH FUND: "The Fund will not acquire more than 3% of the total
outstanding securities of other investment companies, except as part of a
merger, consolidation, or other acquisition."
NEW TREASURY CASH FUND: The Fund may purchase securities of other
investment companies.
